80AFRC23R0001 - Revised_10Feb2023.pdf

Rev.: 8/2020

February 8, 2023

Reply to the attn. of: Code 210

TO: All Potential Offerors

SUBJECT: Draft Request for Proposal (DRFP), Solicitation No. 80AFRC23R0001, for Suborbital/Hosted Orbital Flight and Payload Integration Services 4 (FO IDIQ 4)

You are invited to review and comment on the National Aeronautics and Space Administration (NASA) Armstrong Flight Research Center’s Suborbital/Hosted Orbital Flight and Payload Integration Services 4 (FO IDIQ 4) solicitation. The principal purpose of this requirement is to acquire space on commercial flights for technology payloads (“by the slot”) along with the associated payload integration services for the Flight Opportunities program (FO) and Small Spacecraft Technology (SST) programs. The objective is to fly these payloads aboard platforms that provide high altitude, reduced gravity, or other relevant environments required to test the technologies and advance their readiness. In addition to the payloads, the contractor may provide space for NASA Spaceflight Participants (SFP) (“by the seat”) to fly as researchers aboard those platforms capable of supporting human flight. The flights and other services solicited are for NASA internal use and for other Government Agencies (OGAs).

Potential offerors are encouraged to comment on all aspects of the draft solicitation, including the requirements, schedules, proposal instructions, and evaluation approaches, as well as any perceived safety, occupational health, security (including information technology security), environmental, export control, and/or other programmatic risk issues associated with performance of the work. Potential offerors should identify any unnecessary or inefficient requirements and are also encouraged to comment on any unique terms and conditions, attachments and appendices, and the evaluation criteria.

This competitive acquisition will result in Firm-Fixed Price (FFP) Multiple Award Indefinite Delivery Indefinite Quantity (IDIQ) contracts with the ability to issue FFP task orders. The contract will have an effective ordering period of 5 years from the contract effective date. The North American Industry Classification System (NAICS) code for this acquisition is 481219 Other Nonscheduled Air Transportation and the small business size standard is $16.5M.

Potential offerors should ensure its company is listed in the online database(s) for the following:

(1) System for award management: https://www.sam.gov/SAM/

(2) U.S. Department of Labor Veterans’ Employment and Training Service, VETS-4212

Reports: https://vets4212.dol.gov/vets4212/

National Aeronautics and Space Administration Armstrong Flight Research Center

P.O. Box 273 Edwards, California 93523-0273

Rev.: 8/2020

The successful offeror must pass an Equal Employment Opportunity (EEO) clearance before contract award (See FAR 22.805).

The current planned release date for the Final Request for Proposal (RFP) is on or about March 23, 2023, with proposals being due approximately 30 calendar days later.

The anticipated contract award date is July 15, 2023, with an August 01, 2023, contract effective date. The contract will be performed at the Contractor’s facilities.

The following additional information is provided to assist in understanding this acquisition:

Proposals for this solicitation are required to be submitted through NASA’s Enterprise File Sharing and Sync Box (EFSS Box), a FedRAMP Moderate certified platform. Potential offerors, especially those that have not previously submitted a proposal utilizing NASA’s EFSS Box, are encouraged to review the solicitation instruction entitled “Electronic Proposal Delivery - Proposal Marking and Delivery Through NASA’s EFSS Box” which provides instructions related to the submission of proposal via EFSS Box. Offerors are encouraged to check with their corporate IT staff to determine if there are firewall restrictions that would need to be addressed prior to the submission of proposal files through NASA’s EFSS Box.

In order to control and protect sensitive data owned by the Government and its Contractors, NASA policy requires all acquisition-related documents be released in Adobe Portable Document Format (PDF).

Documents related to this acquisition, including this letter, the solicitation, attachments, exhibits, any amendments and links to online reference/technical/bidders’ library will be attainable electronically from the World Wide Web through the Government-wide point of entry website at www.SAM.gov. Potential Offerors are requested to periodically monitor the websites for updates.

NASA FAR Supplement (NFS) clause 1852.215-84, OMBUDSMAN, is applicable. The Ombudsman for this acquisition is:

Rosalia Toberman Email: rosalia.toberman-1@nasa.gov Phone: 661-276-3931

This DRFP is not a solicitation and NASA is not requesting proposals. This DRFP does not commit NASA Armstrong Flight Research Center to pay any proposal preparation costs, nor does it obligate NASA Armstrong Flight Research Center to procure or contract for this requirement. This request is not an authorization to proceed and does not authorize payment for any charges incurred by the offeror for performing any of the work called for in this solicitation.

Any comments regarding the DRFP should be submitted electronically in writing to EFSS Box https://nasagov.app.box.com/f/02dc8c9cf80c4a9abe1e8f1888d4de87 within 20 calendar days after the release of this DRFP. To receive a copy of the “FOP IDIQ 4 Comment Card” in Excel format, please contact the Contract Specialist, Tiffany Goodwin via email at

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

32a. QUANTITY IN COLUMN 21 HAS BEEN

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED RECEIVED INSPECTED

32b. SIGNATURE OF AUTHORIZED GOVT. REPRESENTATIVE 32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

FINALPARTIAL

36. PAYMENT 37. CHECK NUMBER

COMPLETE PARTIAL FINAL

39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print)

41c. DATE 42b. RECEIVED AT (Location)

STANDARD FORM 1449 (REV. 2/2012) BACK

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

(A)

ITEM NO.

(F)

AMOUNT

(B)

SUPPLIES/SERVICES

(C)

QUANTITY

(D)

UNIT

(E)

UNIT PRICE

Draft RFP 80AFRC23R0001

Table of Contents

SECTION C: CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (DEC 2022) ALTERNATE I (NOV

2021) 6

C.2 ADDENDUM to 52.212-4, CONTRACT TERMS AND CONDITIONS -

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

FAR 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER

CONTENT PAPER. (MAY 2011)

FAR 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2018)

FAR 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE (AUG 2020)

FAR 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATION AND

CERTIFICATIONS (DEC 2014)

FAR 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

CONTRACTORS (NOV 2021)

NFS 1852.204-76 SECURITY REQUIREMENTS FOR UNCLASSIFIED

INFORMATION TECHNOLOGY RESOURCES (JAN 2011 [DEVIATION 21-01])

NFS 1852.215-84 OMBUDSMAN (NOV 2011)

NFS 1852.223-75 MAJOR BREACH OF SAFETY OR SECURITY (FEB 2002)

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

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

C.3 NFS 1852.228-78 -- CROSS-WAIVER OF LIABILITY FOR SCIENCE OR

SPACE EXPLORATION ACTIVITIES UNRELATED TO THE INTERNATIONAL

SPACE STATION (OCT 2012)

C.4 FLIGHT SUCCESS CRITERIA

C.5 EXPANDED CAPABILITIES

C.6 POST AWARD MODIFICATIONS

C.7 MILESTONE PAYMENTS, EVENTS, AND COMPLETION CRITERIA

Table C.7-1, Flight Service Milestone Schedule for Standard Launch/Flight/Flight Services (Slot)

Table C.7-2, Flight Service Milestone Schedule for Standard Launch/Flight/Flight Services (Seat)

C.8 DOMESTIC SOURCE CRITERIA

C.9 FLIGHT SCHEDULE

C.9.1 Postponement Allowance

C.9.2 Launch/Flight Delays

C.10 EXCUSABLE DELAYS FOR FLIGHT PAYLOAD SERVICES

C.11 FAR 52.216-18 ORDERING (AUG 2020)

C.12 FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)

C.13 FAR 52.216-22 INDEFINITE QUANTITY (OCT 1995)

C.14 FAR 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.15 FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT

(MAR 2000)

C.16 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) ... 18

C.17 NFS 1852.216-80 TASK ORDERING PROCEDURE (OCT 1996) ALTERNATE

I (APR 2018)

C.18 AWARD OF SUBSQUENT TASK ORDERS

C.19 NFS 1852.225-70 EXPORT LICENSES (FEB 2000)

C.20 NFS 1852.232-77 LIMITATION OF FUNDS (FIXED-PRICE CONTRACT)

(MAR 1989)

C.21 ON-RAMP OF NEW CONTRACTORS

C.22 EXPANSION OF PERFORMANCE CAPABILITIES

C.23 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (DEC 2022)

SECTION D: CONTRACT DOCUMENTS, EXHIBITS OR ATTACHMENTS

D.1 LIST OF ATTACHMENTS

SECTION E: SOLICITATION PROVISIONS

E.1 FAR 52.212-1 INSTRUCTIONS TO OFFERORS-COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (NOV 2021)

TAILORED PARAGRAPHS IN 52.212-1

Paragraph (c) is tailored as follows: Period for acceptance of offers. The offeror agrees to hold the prices in its offer firm for 120 calendar days from the date specified for receipt of offers and the proposal shall contain a statement to this effect

Paragraph (e) is tailored as follows: (e) Multiple offers. Multiple offers will not be accepted in response to the solicitation

E.2 ADDENDUM TO FAR 52.212-1 INSTRUCTIONS TO OFFERORS-

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

SECTION E.2.1: INSTRUCTIONS TO OFFERORS

LISTING OF PROVISIONS INCORPORATED BY REFERENCE

FAR 52.204-7 System for Award Management (OCT 2018)

FAR 52.204-16 Commercial and Government Entity Code Reporting (AUG 2020)

FAR 52.204-22 Alternate Line Item proposal (JAN 2017)

GOVERNMENT FAR SUPPLEMENT (48 CFR CHAPTER 18) PROVISIONS:

FAR 52.216-1 TYPE OF CONTRACT (APR 1984)

FAR 52.216-27 SINGLE OR MULTIPLE AWARDS (Oct 1995)

FAR 52.233-2 SERVICE OF PROTEST (SEP 2006)

FAR 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE

(FEB 1998)

NFS 1852.215-81 PROPOSAL PAGE LIMITATIONS (APR 2015)

NFS 1852.233-70 PROTESTS TO GOVERNMENT (DEC 2015)

COMMUNICATIONS REGARDING THIS SOLICITATION

Electronic Submission of Proposals – Proposal Marking and Delivery Through NASA’s EFSS Box (NOV 2021)

PROPOSAL CONTENT

Volume I: TECHNICAL/MANAGEMENT CAPABILITY VOLUME

Volume II: PAST PERFORMANCE

Volume III: PRICING

PROPOSAL DUE DATE

E.3 52.212-2 EVALUATION – COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2021) ADDENDUM to FAR 52.212-2, EVALUATION –

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

TECHINICAL/MANAGEMENT CAPABILITY ACCEPTABILITY:

PAST PERFORMANCE:

PRICING:

BASIS OF AWARD:

E.4 FAR 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS-

COMMERCIAL PROCUTS AND COMMERCIAL SERVICES (DEC 2022), Alternate I

(OCT 2014)

E.4.1 FAR 52.219-1 SMALL BUSINESS PROGRAM REPRESENTATIONS (OCT

2022), Alternate I (SEP 2015)

E.4.2 FAR 52.227-15 REPRESENTATION OF LIMITED RIGHTS DATA AND

RESTRICTED COMPUTER SOFTWARE (DEC 2007)

E.4.3 DOMESTIC SOURCE CERTIFICATION (PUBLIC LAW 105-303, TITLE

II, SECTION 201)

SECTION C: CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (DEC 2022) ALTERNATE I (NOV

2021)

C.2 ADDENDUM to 52.212-4, CONTRACT TERMS AND CONDITIONS -

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

FAR 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER

FIBER CONTENT PAPER. (MAY 2011)

FAR 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT

2018)

FAR 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE (AUG 2020)

FAR 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATION AND

CERTIFICATIONS (DEC 2014)

FAR 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

CONTRACTORS (NOV 2021)

NFS 1852.204-76 SECURITY REQUIREMENTS FOR UNCLASSIFIED

INFORMATION TECHNOLOGY RESOURCES (JAN 2011 [DEVIATION 21-01])

NFS 1852.215-84 OMBUDSMAN (NOV 2011)

NFS 1852.223-75 MAJOR BREACH OF SAFETY OR SECURITY (FEB 2002)

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

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

C.3 NFS 1852.228-78 -- CROSS-WAIVER OF LIABILITY FOR SCIENCE OR SPACE

EXPLORATION ACTIVITIES UNRELATED TO THE INTERNATIONAL SPACE

STATION (OCT 2012)

(a) The purpose of this clause is to extend a cross-waiver of liability to NASA contracts for work done in support of Agreements between Parties involving Science or Space Exploration activities that are not related to the International Space Station (ISS) but involve a launch. This cross-waiver of liability shall be broadly construed to achieve the objective of furthering participation in space exploration, use, and investment.

(b) As used in this clause, the term:

(1) “Agreement” refers to any NASA Space Act agreement that contains the cross-waiver of liability provision authorized in 14 CFR Part 1266.104.

(2) "Damage" means:

(i) Bodily injury to, or other impairment of health of, or death of, any person;

(ii) Damage to, loss of, or loss of use of any property;

(iii) Loss of revenue or profits; or

(iv) Other direct, indirect, or consequential Damage;

(3) “Launch Vehicle” means an object, or any part thereof, intended for launch, launched from Earth, or returning to Earth which carries Payloads or persons, or both.

(4) "Party" means a party to a NASA Space Act agreement for Science or Space Exploration activities unrelated to the ISS that involve a launch and a party that is neither the prime contractor under this contract nor a subcontractor at any tier hereof.

(5) "Payload" means all property to be flown or used on or in a Launch Vehicle.

(6) "Protected Space Operations" means all Launch or Transfer Vehicle activities and Payload activities on Earth, in outer space, or in transit between Earth and outer space in implementation of an Agreement for Science or Space Exploration activities unrelated to the ISS that involve a launch. Protected Space Operations begins at the signature of the Agreement and ends when all activities done in implementation of the Agreement are completed. It includes, but is not limited to:

(i) Research, design, development, test, manufacture, assembly, integration, operation, or use of Launch or Transfer Vehicles, Payloads, or instruments, as well as related support equipment and facilities and services; and

(ii) All activities related to ground support, test, training, simulation, or guidance and control equipment, and related facilities or services.

Protected Space Operations excludes activities on Earth which are conducted on return from space to develop further a payload's product or process other than for the activities within the scope of an Agreement.

(7) "Related entity" means:

(i) A contractor or subcontractor of a Party at any tier;

(ii) A user or customer of a Party at any tier; or

(iii) A contractor or subcontractor of a user or customer of a Party at any tier.

The terms "contractors" and "subcontractors" include suppliers of any kind.

(8) “Transfer Vehicle” means any vehicle that operates in space and transfers Payloads or persons or both between two different space objects, between two different locations on the same space object, or between a space object and the surface of a celestial body. A Transfer Vehicle also includes a vehicle that departs from and returns to the same location on a space object.

(c) Cross-waiver of liability:

(1) The Contractor agrees to a waiver of liability pursuant to which it waives all claims against any of the entities or persons listed in paragraphs (c)(1)(i) through (c)(1)(iv) of this clause based on Damage arising out of Protected Space Operations. This cross-waiver shall apply only if the person, entity, or property causing the Damage is involved in Protected Space Operations and the person, entity, or property damaged is damaged by virtue of its involvement in Protected Space Operations. The waiver shall apply to any claims for Damage, whatever the legal basis for such claims, against—

(i) A Party;

(ii) A Party to another NASA Agreement or contract that includes flight on the same Launch Vehicle;

(iii) A Related Entity of any entity identified in paragraphs (c)(1)(i) or

(c)(1)(ii) of this clause; or

(iv) The employees of any of the entities identified in (c)(1)(i) through (iii) of this clause.

(2) The Contractor agrees to extend the cross-waiver of liability as set forth in paragraph (c)(1) of this clause to its own subcontractors at all tiers by requiring them, by contract or otherwise, to:

(i) Waive all claims against the entities or persons identified in paragraphs (c)(1)(i) through (c)(1)(iv) of this clause; and

(ii) Require that their Related Entities waive all claims against the entities or persons identified in paragraphs (c)(1)(i) through (c)(1)(iv) of this clause.

(3) For avoidance of doubt, this cross-waiver of liability includes a cross-waiver of claims arising from the Convention on International Liability for Damage Caused by Space Objects, entered into force on 1 September 1972, in which the person, entity, or property causing the Damage is involved in Protected Space Operations and the person, entity, or property damaged is damaged by virtue of its involvement in Protected Space Operations.

(4) Notwithstanding the other provisions of this clause, this cross-waiver of liability shall not be applicable to:

(i) Claims between the Government and its own contractors or between its own contractors and subcontractors;

(ii) Claims made by a natural person, his/her estate, survivors, or subrogees (except when a subrogee is a Party to an Agreement or is otherwise bound by the terms of this cross-waiver) for bodily injury to, or other impairment of health, or death of such person;

(iii) Claims for Damage caused by willful misconduct;

(iv) Intellectual property claims;

(v) Claims for damages resulting from a failure of the contractor to extend the cross-waiver of liability to its subcontractors and related entities, pursuant to paragraph (c)(2) of this clause; or

(vi) Claims by the Government arising out of or relating to a contractor’s failure to perform its obligations under this contract.

(5) Nothing in this clause shall be construed to create the basis for a claim or suit where none would otherwise exist.

(6) This cross-waiver shall not be applicable when 49 U.S.C. Subtitle IX, Chapter 701 is applicable.

(End of clause)

C.4 FLIGHT SUCCESS CRITERIA

Successful Flight is defined as a flight that has successfully and safely met all the requirements of the Task Order.

An example of what the Contracting Officer will determine as a Successful Flight may be based on the following:

1. The Flight Providers successfully integrates the payload into the vehicle per the specification of each Task Order requirement.

2. The vehicle follows the predetermined flight profile and vehicle pointing (as applicable) to provide the viewing requirements for the payload.

3. The vehicular systems, operations, and Flight Provider payload services all perform as designed and briefed prior to flight.

4. The Flight Provider successfully recovers the payload upon landing and delivers to the payload team as applicable.

5. A flight defined as successful for the Flight Provider may or may not result in launch/flight/flight success for the payload.

A flight will be determined a Failed Flight when the payload is destroyed during launch/flight/flight or when the agreed upon launch/flight/flight specifications are not met, preventing the payload from achieving its launch/flight/flight objective and performing its intended function(s).

NOTE: For purposes of this clause, failures attributed to sources outside of the Contractor's control shall not be considered failures. The loss of the payload will not be considered a

“Mishap” under NPR 8621.1 NASA Procedural Requirements for Mishap and Close Call Reporting, Investigating, and Recordkeeping.

Application

(a) In the event the Contracting Officer determines the launch/flight/flight service a Flight Success, the Contractor will be paid 100% of the total flight.

(b) In the event the Contracting Officer determines the flight service a Failed Flight, the applicable payment(s) shall be forfeited by the Contractor and is not recoupable.

C.5 EXPANDED CAPABILITIES

Existing Contractor(s) may propose a new Qualified Vehicle and Qualified Vehicle Families Change at any time by providing the information in section G.4.10.1, Part I: Description of proposed vehicle(s), of the current solicitation document. If the existing Contractor’s proposed new launch/flight vehicle is not accepted, they remain as a candidate for competition of future orders under the terms of the existing contract. If the existing Contractor’s new launch/flight vehicle is accepted, their existing contract will be modified to incorporate the additional capabilities.

C.6 POST AWARD MODIFICATIONS

After a task order is issued, it may be necessary to add launch or flight requirements. These additions will be accomplished via modifications to the original order. In this instance, the terms of the existing task order, such as price, Milestone Events, and Manifest Requirements Document (MRD) completion criteria, may be modified to reflect the change(s). The resultant change in price will be applied to the remaining payment amounts, as performance dictates. In addition, special task assignments may be added to launch/flight service task orders without further competition when they are needed to support that specific launch or flight.

C.7 MILESTONE PAYMENTS, EVENTS, AND COMPLETION CRITERIA

(a) Upon successful completion of a milestone event and submission of a properly certified invoice, the Contractor will be paid in accordance with the payment schedules shown in Table C.7-1 for Slots and Table C.7-2 for Seats and established per each Task Order.

(b) Milestone estimated completion dates are provided in Tables C.7-1 for Slots and Table C.7-2 for Seats are tentative and will be defined at Task Order. In the event the Contractor completes a milestone ahead of the milestone completion date, the Contractor may submit a proper invoice and the Government will consider the early payment of the milestone on a case-by-case basis.

(c) The Contracting Officer and/or Contracting Officer Representative’s determination of milestone event completion will include, but is not limited to, the accomplishment criteria listed for the major milestone events set forth in the attached PWS, and MRDs.

(d) If task order terms are modified, Table C.7-1 for Slots and Table C.7-2 for Seats below will be adjusted as necessary to reflect the actions required by those task order modifications.

(e) Any changes to Table C.7-1 for Slots and Table C.7-2 for Seats will be handled at the task order level.

Table C.7-1, Flight Service Milestone Schedule for Standard Launch/Flight/Flight Services (Slot)

Launch/Flight Service Milestone

Payment

Milestone Estimated

Completion

Amount (% of

Launch/Fligh t Service

CLIN Price)

Individual Amount of

Launch/Flight Service

Payment ($) Amounts

Payload

Analysis/Technical Interchange

Established at Task Order

20% Established at

Task Order

Payload

Integration and Functional Testing

Established at Task Order

50% Established at

Task Order

Launch Operation and Final Report

Established at Task Order

30% Established at

Task Order

Table C.7-2, Flight Service Milestone Schedule for Standard Launch/Flight/Flight Services (Seat)

Launch/Flight Service Milestone

Payment

Milestone Estimated

Completion

Amount (% of

Launch/Fligh t Service

CLIN Price)

Individual Amount of

Launch/Flight Service

Payment ($) Amounts

Mission Concept Review (MCR)

Established at Task Order

10% Established at

Task Order

SFP Training Complete / Payload

Acceptance and Readiness Review

(PRR), as applicable

Established at Task Order

15% Established at

Task Order

Flight Readiness Review (FRR) /

Payload Integration, as applicable

Established at Task Order

50% Established at

Task Order

Successful Flight / Final Flight Report

Established at Task Order

25% Established at

Task Order

(End of Clause)

C.8 DOMESTIC SOURCE CRITERIA

(a) In addition to the certification regarding United States commercial provider of space transportation services (Public Law 105‐303, Title II, Section 201), the Contractor shall continue to comply with domestic source criteria established below and with United States National Space Transportation Policy, dated November 21, 2013. Failure to comply with the criteria may be grounds for “Termination for Cause” in accordance with FAR 52.212‐4(m).

(b) Participation in this procurement is restricted to prime Contractors from the United States launch/flight vehicle/services industry. “United States industry” means any corporation, partnership, joint venture, association, or other entity which is organized or existing under the laws of the United States or any State, and whose controlling interest is held by United States citizens. “Launch/flight services” means all services required in the performance of this contract, excluding those necessary to produce or manufacture launch/flight vehicles, its components and other equipment and facilities required in the performance of the contract. “Controlling interest” means ownership of an amount of equity in such entity sufficient to direct management or to void transactions entered into by management. Ownership of at least fifty‐one (51) percent of the equity creates a rebuttable presumption that such interest is controlling; however, the ultimate determination as to whether the interest is controlling resides with GOVERNMENT.

(c) The Contractor shall provide in the performance of this contract launch/flight vehicles that are domestic end products. The launch/flight vehicle shall be a domestic end product only if the cost of its components, mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. The cost of each component includes transportation costs to the place of incorporation into the launch/flight vehicle and any applicable duty (whether or not a duty‐free entry certificate is issued). “Components,” as used in this contract clause, means those materials, and supplies directly incorporated into the end product.

(d) The Contractor shall provide, in the performance of this contract, domestic launch/flight services. Launch/flight services shall be considered to be domestic if the cost for launch/flight services performed by United States industry sources exceeds 50 percent of the cost of the total required launch/flight services.

C.9 FLIGHT SCHEDULE

Unless otherwise specified in the Task Order, the Contractor shall provide in the MID a nominal 90-day window within which the manifested flight opportunity is to occur. The Contractor shall provide monthly schedule updates relative to the ability to support the opening of the nominal 90-day flight window.

During execution of the Task Order, the Contractor shall set a flight schedule according to the following timeline:

30-Day Period: No later than 180 days from the opening of the flight window, the Contractor shall provide a 30-day period in which the flight will occur.

1 Week Slot: No later than 90 days from the opening of flight period, the flight contractor shall provide a 1-week slot in which the flight will occur.

Flight Day: No later than 30 days from the opening of the flight slot, the flight contractor shall provide the projected flight day.

Flight Schedule Plan Timeline for Launch/Flight

Schedule Completed By

Flight Window Maximum Grace Days

1: Initial Task Order MID 90 days 120 2: 30 Days 180 days out 30 days 60 3: 1 Week Slot 90 days out 7 days 45 4: Launch/Flight Day 30 days out 1 day 15

The earliest day in the window, period, and slot are considered the initial flight opportunity from which all scheduling is calculated, and the flight day represents the firmly scheduled day on which the first opportunity for the flight will occur and upon which associated travel and shipping activities will be based.

C.9.1 Postponement Allowance

The postponement periods for both the Government and the Contractor shall include the applicable grace period plus any excusable delay. This clause shall in no way limit the rights of the Government under FAR 52.212-4 (l), and 52.212-4 (m). Postponements during this period shall be subject to the postponement fees pursuant to Table 1 and will be paid by the postponing party. In the event of a single postponement, or cumulative postponements, for each launch/flight service by the Government/Contractor that exceeds 6 months in addition to any applicable grace period or excusable delay, the contract shall be subject to equitable adjustment for that portion of delay exceeding 6 months. Any amounts owed by the postponing party as equitable adjustment shall be in addition to the maximum postponement fees for the six (6) month delay.

C.9.2 Launch/Flight Delays

C.9.2.1 The Government or the Contractor will take reasonable efforts to provide written notice with rationale of any desired change in the launch/flight date or launch/flight window start date prior to the arrival of payloads to the flight integration facility. For delays after payload arrival or scrubs during the flight activities, the Contractor shall adhere to any unique turn-around requirements for the manifest as outlined in the MID. In the case of a request for postponement of the launch/flight date or launch/flight window start date by the Government or the Contractor, the Contractor or Government will propose a new launch/flight date or launch/flight window start date. Within 7 days of receipt of the written request of a launch/flight schedule adjustment, the Contractor or Government will inform the other party whether a launch/flight exists as requested or will propose an alternatively available launch/flight date. The Government or the Contractor will provide written agreement within 7 days following receipt of the Contractor’s or Government’s proposition.

C.9.2.2 If the Contractor or Government requests a postponement of the launch/flight date or launch/flight window start date and Government or Contractor cannot agree to the requested launch/flight date or launch/flight window start date, both parties will mutually agree to a new launch/flight date and the grace days and/or postponement fees will be calculated based on the initial request for postponement.

C.9.2.3 Grace Days: Grace Day are defined as the number of days the Contractor and Government may delay the launch/flight date window or launch/flight window start date without incurring postponement fees. Each task order may include up to 180 grace days total as described in this clause.

From task order award through L - Launch Operation and Final Report, The Government and the Contractor will be allowed up to 120 grace days without penalty. During this period, any delays beyond the allowable grace days are subject to a postponement fee of $62.50 or 0.03% of original task order value, whichever is less, for each day of delay (NOTE: Grace days may be adjusted at the task order level based on mission requirements).

Beginning at L - Payload Acceptance and Readiness Review (PRR), The Government and the Contractor will be allowed up to 60 additional grace days subject to the schedule below:

Table 1: Government and Contractor Grace Days

NOTE: The amount of grace days available for any Planned Flight Window in table is the smaller of the number of days in the Maximum Grace Days column compared to the remaining available grace days from previous period. For example, if 20 days were used during Flight Schedule Plan 2, there would be 40 days available in Flight Schedule Plan 3. If no days are used in Flight Schedule Plan 3, then there would be 15 days available in Flight Schedule Plan 4.

C.9.2.4 If the Contractor or Government requests a postponement of the launch/flight date beyond any of Contractor’s or Government’s remaining grace days, and the delay is not the result of any event described in paragraph C.8.2.5, the Parties agree to the postponement fees schedule shown in Table 1 and the following:

The amount of postponement fees shall be added to/subtracted from (as applicable) the contract price and evenly distributed among the remaining milestones. In the event that Government and/or the Contractor postpones the launch/flight date, the Payment Schedule shall be suspended for the length of the delay and then resumed with all remaining milestones and payments shifted by the amount (length) of the delay. In this event, Government and/or the Contractor shall have the right of approval of the revised launch/flight or launch/flight window start date prior to its implementation.

C.9.2.5 Government and/or the Contractor will not be charged the above fees when the delay in delivery or performance arises solely out of causes beyond the control of and without the fault or negligence of Government and/or the Contractor as defined in FAR 52.212-4, (f), Excusable Delays as well as but not limited to the following:

Delays resulting from payload or launch/flight vehicle launch/flight day mission rules/constraints documented in the Contractor’s countdown procedure/process, FAA launch/flight day constraints, range launch/flight constraints, range mandatory hold requirements, wars (declared or undeclared), riots, revolution, hijacking, freight embargoes, sabotage, pandemics, interruptions of essential services such as electricity, natural

Flight Schedule

Plan Prior to Launch/flight Date

Maximum Grace Days

Postponement Fee for each day of delay ($ or % original task order value, whichever is less)

1 L- “MID” 120 $62.50 or 0.03% 2 L - “30 Days” 60 $125 or 0.05% 3 L - “1 Week Slot” 45 $187.50 or 0.08% 4 L - “Launch/Flight Day” 15 $375 or 0.15% gases, fuels and water, or any condition which jeopardizes the safety of the employees of the Contractor, Government, or its subcontractors.

C.10 EXCUSABLE DELAYS FOR FLIGHT PAYLOAD SERVICES

FAR 52.212-4, (f), Excusable Delays, applies to Flight Payload Services and also includes, but is not limited to the following:

Delays resulting from payload or launch/flight vehicle launch/flight day mission rules/constraints documented in the Contractor’s countdown procedure/process, FAA launch/flight day constraints, range launch/flight constraints, range mandatory hold requirements, wars (declared or undeclared), riots, revolution, hijacking, freight embargoes, sabotage, pandemics, interruptions of essential services such as electricity, natural gases, fuels and water, or any condition which jeopardizes the safety of the employees of the Contractor, Government, or its subcontractors.

C.11 FAR 52.216-18 ORDERING (AUG 2020)

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

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

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor's fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor's email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

C.12 FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $25,000, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of $10M;

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

(3) A series of orders from the same ordering office within [not applicable] days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section. The total combined ordering limit under this multiple IDIQ is $45M.

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

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

C.13 FAR 52.216-22 INDEFINITE QUANTITY (OCT 1995)

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

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

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

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

C.14 FAR 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days.

C.15 FAR 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; 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 5 years, 6 months.

C.16 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these addresses:

Code of Federal Regulations: www.ecfr.gov

Federal Acquisition Regulation (FAR) Clauses: www.acquisition.gov/browsefar

NASA FAR Supplement (NFS) Clauses:

www.hq.Government.gov/office/procurement/regs/NFS.pdf

C.17 NFS 1852.216-80 TASK ORDERING PROCEDURE (OCT 1996) ALTERNATE I

(APR 2018)

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

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

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

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

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

(c) Within 14 calendar days, unless otherwise specified in the MRD, after receipt of the

Contracting Officer’s request, the Contractor shall submit a proposal conforming to the request.

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

(1) Date of the order.

(2) Contract number and order number.

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

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

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

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

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

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

(e) The Contractor shall provide acknowledgement of receipt to the Contracting Officer within 3 calendar days after receipt of the task order.

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

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

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

(i) Contractor shall submit progress reports, as required. When required, the reports shall contain, at a minimum, the following information:

(1) Contract number, task order number, and date of the order.

(2) Total estimated dollar amount of task order(s).

(3) Cost and hours incurred to date for each issued task order.

(4) Costs and hours estimated to complete each issued task order.

(5) Significant issues/problems associated with a task order.

(6) Cost summary of the status of all task orders issued under the contract.

(7) Invoice Number.

C.18 AWARD OF SUBSQUENT TASK ORDERS

If there are multiple awardees within the same flight profile all subsequent task orders will be competed amongst the awardees within that same flight profile. If there is only one awardee within a flight profile, then task orders will be issued non-competitively. The evaluation criteria for all subsequent task orders will be based on Lowest Price Technically Acceptable (LPTA), Price Performance Trade-Off (PPTO), or any other options afforded by the best value continuum. Specific evaluation criteria will be determined at the task order level.

C.19 NFS 1852.225-70 EXPORT LICENSES (FEB 2000)

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

International Traffic in Arms Regulations (ITAR), 22 CFR parts 120-130, 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 [insert name of GOVERNMENT installation], where the foreign person will have access to export-controlled technical data or software.

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

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

C.20 NFS 1852.232-77 LIMITATION OF FUNDS (FIXED-PRICE CONTRACT) (MAR

1989)

(a) Of the total price of items TBD through TBD, 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:

SCHEDULE FOR ALLOTMENT OF FUNDS

Date Amounts

TBD TBD

(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 .

(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 estimate 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.

(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…