80GSFC26R0015 _ L10 Final RFP _ Terms and Conditions.pdf

Supplies or Services and Prices /Cost

GSFC 52.216-95 Hourly Rates And Contract Ceiling Price. (SEP 2017) *

The hourly rates for computation of payment and the contract ceiling price referred to in FAR clause 52.212-4, Alt I “Contract Terms and Conditions—Commercial Products and Commercial Services” of this contract are set forth in Attachment R, L10 Time and Materials Rate Matrices.

The cumulative ceiling price of the T&M CLIN 0002 is Not to Exceed (NTE)

$5,000,000.00. There will also be an NTE ceiling price specified in each individual task order.

This clause applies exclusively to the Time & Materials CLIN, as authorized and defined in GSFC

52.211-91 SCOPE OF WORK.

(End of text)

PAYMENT SCHEDULE

(a) Subject to other limitations and conditions specified in this contract, performance-based payment shall be made to the Contractor upon delivery and acceptance of the performance events described under Attachment S, L10 Major Payment Events, Payment Schedule, and Completion Criteria.

(b) The payment schedule amount shall be calculated by the application of the contract percentage established per performance event to the total fixed price amount indicated under contract clause NFS 1852.216-78, Firm-Fixed Price.

(c) The Contractor may submit requests for payment not more frequently than monthly, in a form and manner acceptable to the Contracting Officer. Unless otherwise authorized by the Contracting Officer, all performance payments in any period for which payment is being requested shall be included in a single request, appropriately itemized and totaled.

(d) The Contractor shall not be entitled to payment of a request for payment prior to successful accomplishment and acceptance by the Government of the performance event. The Contracting Officer shall determine whether the payment event or criterion for which payment is requested has been successfully accomplished and accepted by the Government 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 criterion which has been or is represented as being payable.

NOTE - In accordance with FAR 52.232-29 and 52.212-4(i), this clause applies exclusively to the Firm Fixed Price CLINs (CLIN 0001 and Option CLINs, if exercised), as authorized and defined in GSFC 52.211-91, Scope of Work. Payment for T&M work is governed by FAR 52.212-4

(DEVIATION DEC 2025) (ALTERNATE I).

CLIN Supplies / Services

Dates Quantity Unit Unit Price

Amount

0001 CLIN 0001 -

Spacecraft

PSC – 1555

Firm Fixed Price

Delivery Date NLT 12/10/2031

1.0

Lot

0003 CLIN 0003 - Time of Delivery Incentive

SOW 4.1.1

Firm Fixed Price

Delivery Date

NLT TBP

1.0 Lot

1001 Option 1 One (1) Month Launch Delay

SOW 4.13

PSC – 1555

Firm Fixed Price

1 month (If exercised)

Month

1002 Option 2

Launch Delay

SOW 4.13

1003 Option 3

Launch Delay

SOW 4.13

1004 Option 4

Launch Delay

SOW 4.13

1005 Option 5

Launch Delay

SOW 4.13

1006 Option 6

Launch Delay

SOW 4.13

(End of text)

1852.216-78 Firm-Fixed-Price (DEC 2025) (Deviation)

The total firm-fixed-price of CLIN 0001 is $TBP, exclusive of the Time of Delivery Incentive (CLIN 0003). The total firm fixed price of CLIN 0003 is $1,000,000.00.

(End of clause)

GSFC 52.211-90 Supplies And/Or Services To Be Provided. (AUG 2025)

The Contractor shall provide all resources necessary to deliver and/or perform the items below in accordance with the Statement of Work (SOW), incorporated as Attachment A, and Task Orders issued hereunder.

Item Description Reference Schedule Delivery Method /Address

CLIN 0001 Deliverables in accordance with Attachment A, Statement of Work (SOW)

As Defined in Attachment A, SOW

As Defined in Attachment A, SOW

As Defined in Attachment A, SOW

CLIN 0002 Engineering / Impact Analysis in accordance with Task Plans Issued

As Defined in Individual Task Orders Issued Against CLIN

As Defined in Individual Task Orders Issued Against CLIN 0002

As Defined in Individual Task Orders Issued Against CLIN 0002

Engineering / Impact Analysis Task Plans

NFS 1852.216-80

And

Supplemental Task Ordering Procedures article

As required in NFS 1852.216-80

As Specified in Individual Task Orders Issued Against CLIN

Reports of Work GSFC 52.235-91 As required in

Clause GSFC 52.235-91

As specified in Clause

Material Inspection and Receiving Reports

NFS 1852.246-72 At Time of Delivery Hard Copy/CO, COR, and

(MIRR) GSFC 52.246-94 Receiving & Inspection

(DD Form 250)

Financial Report of NASA Property in the Custody of Contractors

(NF 1018)

NFS 1852.245-73 Annual Report by October 15th and Final Report

NF 1018 Electronic Submission System

(NESS)

Reporting of Inventions

NFS 1852.227-70

NFS 1852.227-72

Interim Reports Every 12 Months (or sooner to preserve Patent Rights) and Final Report within 3 Months after Contract Completion

Electronic or Hard Copy Format/New Technology Representative or Patent Representative

Small Business Subcontracting Plan Reporting

GSFC 52.219-90

NFS 1852.219-75

ISR–Semi-Annual

(April 30th and October 30th) and Final

SSR–Annual

Electronic Format/ http://www.SAM gov

(October 30th)

Organizational Conflicts of Interest (OCI) Plan

NFS 1852.237-72

Attachment W

30 Days after Contract Effective Date

Electronic Format

/CO

10 Security Requirements for Unclassified IT Resources:

a. Information System Security Plan

b. Contractor’s IT Security POC

NFS 1852.240-76

Attachment W, DRD 2, DRD 3, DRD 4 and

DRD 5

a. 30 days after award

b. Prior to any transfer of NASA non-public information to the contractor, submitted annually.

Electronically to CO, COR, and NASA Security Officer (ISSO) or

NASA

Information Owner

c. Non-Federal System Certification

11 Cyber Supply Chain Risk Management (C- SCRM) Plan

NFS 1852.240-76

Attachment U, IT

DRD

Prior to any transfer of NASA non-public information to the contractor, updated as required.

ICT/C-SCRM

Service Element Lead

As specified by 1852.240-76 and Attachment U

12 FASCSA Reporting FAR 52.240-91 As specified by As specified by

52.240-91 FAR 52.240-91

Prompt within 72 hours of discovery;

quarterly confirmation if applicable; per clause 13 Time and Materials Time and Materials As specified by Time As specified by Orders Summary Reports (T&M) Orders and Materials Time and Summary Reporting (T&M) Orders Materials Article Summary Reporting (T&M) Orders clause Summary Reporting clause

14 Safety & Health Reporting

NFS 1852.226-73 Monthly/Quarterly Reports and As Required

NASA Mishap Information System (NMIS)

15 Supply Chain Visibility (SCV) reporting

Attachment W, DRD 6 In accordance with Attachment W, DRD 6

As specified in the DRD

NOTE: Unless otherwise specified, “day” means “calendar day”.

(End of Clause)

SUPPLEMENTAL TASK ORDERING PROCEDURES -- This article applies exclusively to Time & Materials Contract Line Item Number (CLIN 0002) as authorized and defined in contract clause 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 R - L10 Time & Materials Rate Matrices, to calculate the proposed price for all task orders issued in accordance with the “Task Ordering Procedure” clause of this contract.

(b) Reserved.

GSFC 52.217-90 Option to Extend (SEP 2013)

In accordance with FAR clause 52.217-9, "Option to Extend the Term of the Contract" of this contract, the Contracting Officer may exercise the following option(s) by issuance of a unilateral contract modification.

Options exercised shall be in accordance with the following:

Option Period of Performance Scope Monthly Firm Fixed Price Amount

1 One Month One (1) Month Launch Delay per

SOW 4.13 $TBP

2 1 month upon option exercise One (1) Month Launch Delay per

SOW 4.13 $TBP

3 1 month upon option exercise One (1) Month Launch Delay per

SOW 4.13 $TBP

4 1 month upon option exercise One (1) Month Launch Delay per

SOW 4.13 $TBP

5 1 month upon option exercise One (1) Month Launch Delay per

SOW 4.13 $TBP

6 1 month upon option exercise One (1) Month Launch Delay per

SOW 4.13 $TBP

Note - In accordance with FAR 52.232-29 and 52.212-4(i), this clause applies exclusively to the Firm Fixed Price CLINs (CLIN 0001 and Option CLINs, if exercised), as authorized and defined in GSFC 52.211-91, Scope of Work.

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:

TBP

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 and proposed corrective actions. Also the report shall have a discussion of the projected work activities to be performed during the next monthly reporting period.

(b) Final Report. The Contractor shall submit a final report that summarizes the results of the entire contract including recommendations and conclusions based on the experience and results obtained.

The final report should include, as appropriate, tables, graphs, diagrams, curves, sketches, photographs, and drawings in sufficient detail to comprehensively explain the results achieved under the contract.

(c) Submission. The Contractor shall submit the reports required by this clause as follows:

Copies Report Type Addressee Mail Code

1 M, F Contracting Officer (CO) 178

1 M, F Contracting Officer's Representative (COR) 426

[M=Monthly Report, F=Final Report]

(d) Submission dates. Monthly reports shall be submitted by the 15th day of the month following the month being reported. If the contract is awarded beyond the middle of a month, the first monthly report shall cover the period from award until the end of the following month. The final report shall be submitted within 30 days after completion of the contract.

NOTE - In accordance with FAR 52.232-29 and 52.212-4(i), this clause applies exclusively to the Firm Fixed Price CLINs (CLIN 001 and Option CLINs, if exercised), as authorized and defined in GSFC 52.211-91, Scope of Work.

(End of Clause)

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 (SOW), Attachment A, all other requirements within clause GSFC 52.211-101 List of Attachments, and task orders issued.

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 SOW, Attachment A, task orders issued, and all other referenced requirements. The CLINs are defined below:

CLIN 0001 - Landsat 10 Observatory – Fixed Price

CLIN 0001 shall include: Design, engineering analyses, development, fabrication, integration, test and evaluation, of a single spacecraft (SC) build; perform and support Mission Readiness activities; Integration and test of the LandIS instrument to the spacecraft; perform observatory integration and test program; support ground readiness testing and mission simulations; delivery to launch site; perform launch site activities; perform and support launch and commissioning activities prior to handover for the Landsat 10 observatory IAW Attachment A Statement of Work (SOW), Spacecraft Deliverable Items List (DIL), and applicable interface/requirements attachments.

CLIN 0002 – Engineering / Impact Analysis in support of CLIN 1 – Time & Materials

CLIN 0002 shall include: Risk reduction activities, schedule retention activities, test development and execution, compliance assessments for critical decisions, trade studies, analyses, document development, process improvements, non-flight hardware development, and software development IAW Attachment A, SOW Section 4.10.9.

As needed per Task Orders issued under 1852.216-80 Task Ordering Procedure (Deviation); rates in Attachment R, Time & Materials Rate Matrices.

CLIN 0003 – Time of Delivery Incentive – Fixed Price

CLIN 0003 shall include: Completion of Spacecraft on time IAW Attachment A, SOW Section 4.1.1.

CLIN 1001 – Option 1 Launch Delay (if exercised) – Fixed Price

CLIN 1001 shall include: 30 calendar days of Government-directed launch delay coverage per SOW 4.13, independent and non-cumulative.

CLIN 1002 – Option 2 (if exercised) – Fixed Price

CLIN 1002 shall include: 30 calendar days of Government-directed launch delay coverage per SOW 4.13, independent and non-cumulative.

CLIN 1003 – Option 3 (if exercised) – Fixed Price

CLIN 1003 shall include: 30 calendar days of Government-directed launch delay coverage per SOW 4.13, independent and non-cumulative.

CLIN 1004 – Option 4 (if exercised) – Fixed Price

CLIN 1004 shall include: 30 calendar days of Government-directed launch delay coverage per SOW 4.13, independent and non-cumulative.

CLIN 1005 – Option 5 (if exercised) – Fixed Price

CLIN 1005 shall include: 30 calendar days of Government-directed launch delay coverage per SOW 4.13, independent and non-cumulative.

CLIN 1006 – Option 6 (if exercised) – Fixed Price

CLIN 1006 shall include: 30 calendar days of Government-directed launch delay coverage per SOW 4.13, independent and non-cumulative.

NOTE - Options are discrete priced periods to cover Government-directed launch delays (e.g., range availability, LV changes), not to extend the core production POP. Each Option CLIN provides funding/pricing for 30 calendar days of delay services (storage, maintenance, additional tests, launch site labor), per SOW 4.13.

1852.245–74 Identification and Marking of Government Equipment (DEC 2025)

(DEVIATION)

(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:

Goddard Space Flight Center Building 35, Code 279 Greenbelt, MD 20771

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

1852.246-71 Government Contract Quality Assurance Functions. (SEP 2025) (Deviation)

In accordance with the inspection clause of this contract the Government may perform quality assurance functions at the facilities of the contractor, subcontractors, and suppliers or at the Goddard Space Flight Center.

1852.246-72 Material Inspection and Receiving Report. (SEP 2025) (Deviation)

(a) At the time of each delivery to the Government under this contract, the Contractor must prepare and furnish a Material Inspection and Receiving Report (DD Form 250 series). The forms must be prepared and distributed as follows:

(b) The Contractor must prepare the DD Form 250 in accordance with NASA FAR Supplement

1846.6. The Contractor must enclose the copies of the DD Form 250 in the package or seal them in a waterproof envelope, which must be securely attached to the exterior of the package in the most protected location.

(c) When more than one package is involved in a shipment, the Contractor must list on the DD Form 250, as additional information, the quantity of packages and the package numbers. The Contractor must forward the DD Form 250 with the lowest numbered package of the shipment and print the words "CONTAINS DD FORM 250" on the package.

1852.247-72 Advance Notice of Shipment (DEC 2025) (DEVIATION)

Fifteen (15) work days prior to shipping item(s) 1, the Contractor shall furnish the anticipated shipment date, bill of lading number (if applicable), and carrier identity to the Contracting Officers Representative and to the Contracting Officer.

GSFC 52.246-93 Acceptance -- Location(s). (APR 2022)

The Contracting Officer or authorized representative will accomplish acceptance in accordance with Attachment H - Landsat 10 Spacecraft Deliverable Items List (DIL). The Contracting Officer reserves the right to designate other Government agents as authorized representatives. The Contractor will be notified by a written notice or by a copy of the delegation letter if other agents are authorized.

GSFC 52.246-94 Material Inspection And Receiving Report Not Required. (APR 1989)

NASA FAR Supplement clause 1852.246-72 of this contract requires the furnishing of a Material Inspection and Receiving Report (MIRR) (DD Form 250 series) at the time of each delivery under this contract. However, a MIRR is not required for the following deliverable items:

Items 2 through 14 identified in Clause GSFC 52.211-90 SUPPLIES AND/OR SERVICES TO

BE PROVIDED.

(End of clause)

TIME OF DELIVERY INCENTIVE

(a) The following item, defined in Clause GSFC 52.211-90 SUPPLIES AND/OR SERVICES TO BE PROVIDED, will include the specified incentive:

ITEM QUANTITY DELIVERY DATE

NO LATER THAN

INCENTIVE

CLIN 0003 - Completion of Spacecraft no later than delivery date IAW SOW Section 4.1.1

1 TBP* $1,000,000

*TBP - To Be Proposed

b) The Contractor will earn the incentive amount listed above if the delivery date “no later than ” occurs by the above listed date for that item.

GSFC 52.217-92 EFFECTIVE ORDERING PERIOD (JAN 2014)

The effective ordering period of the T&M CLIN shall be for a period of five (5) years and six (6) months from the effective date of the Contract Award.

GSFC 52.247-95 Shipping Instructions-Non-Central Receiving. (FEB 2016)

Shipment of the items required under this delivery order shall be to locations as specified in Attachment H - L10 Spacecraft Deliverable Items List (DIL).

Compliance with this clause is necessary to assure verification of delivery and acceptance and prompt payment.

If any of the above shipping addresses are to the Goddard Space Flight Center, Greenbelt, Maryland delivery personnel must first stop at Receiving Officer TBD to provide a copy of the receiving report (DD 250) to Receiving personnel before making delivery to the on-site location(s)specified above. If this is a fixed price type contract, failure to provide the DD 250 to Receiving may result in reduction or non-payment by the Government of any interest penalty under the Prompt Payment Act.

Additional Regulation or Supplement Clauses Incorporated by Reference

1852.245-75 Deviation Property Management Clauses Deviation Dec 2025 Deviation 1852.245-78 Deviation Physical Inventory of Capital Personal Property Dec 2025 Deviation

NFS 1852.232-80 Submission of Vouchers/Invoices 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.

(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.

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

(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.

(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.

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

NFS 1852.245–73 FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY

OF CONTRACTORS (DEC 2025) (DEVIATION)

(a) The Contractor with furnished and acquired property must submit an electronic property submission in NASA’s Accountable Property System of Record (APSR)/NASA Electronic Submission System (NESS) annually; and a final property submission via https://ness.nasa.gov/contractor when the period of performance or award has ended. Once electronic property submission is completed, the contractor will be able to download their electronic forms, in accordance with this clause, the instructions on the form and NFS subpart 1845.71, and any supplemental instructions for the current reporting period issued by NASA.

(b)(1) Subcontractor use of the APSR/NESS is not required by this clause; however, the Contractor must include data on property in the possession of subcontractors in the electronic annual property submission.

The Contractor must mail the original signed NF 1018 directly to the cognizant NASA Center Industrial Property Officer and a copy to the cognizant NASA Center Deputy Chief Financial Officer, Finance, unless the Contractor is required by their contract to report with zero value award, that never had property associated.

(c)(1) The annual reporting period must be from October 1 of each year through September 30 of the following year. The report must be submitted in time to be received by October 31st. The information contained in these reports is entered into the NASA accounting system to reflect current asset values for agency financial statement purposes. Therefore, it is essential that required reports be received no later than October 31st.

(2) Some activity may be estimated for the month in which the report is submitted, if necessary, to ensure the electronic annual or final property submission is received when due. However, contractors’ procedures must document the process for developing these estimates based on planned activity such as planned purchases or NASA Form 533 (NF 533) Contractor Financial Management Report) cost estimates. It should be supported and documented by historical experience or other corroborating evidence, and be retained in accordance with FAR Subpart 4.705, Specific Retention Periods. Contractors must validate the reasonableness of the estimates and associated methodology by comparing them to the actual activity once that data is available and adjust them accordingly. In addition, differences between the estimated cost and actual cost must be adjusted during the next reporting period. Contractors must have formal policies and procedures, which address the validation of the electronic annual property or final property submission data, including data from subcontractors, and the identification and timely reporting of errors. The objective of this validation is to ensure that information reported is accurate and in compliance with the NASA FAR Supplement. If errors are discovered on the electronic annual or final property submission after submittal the contractor must contact the cognizant NASA Center

Industrial Property Officer (IPO) within 10 days after discovery of the error to discuss corrective action. If there is an error found during the Contractor’s property submission, it will be disapproved, and Contractor will receive an automatic email explaining what is needed for it to be approved.

(3) In addition to an annual report, if at any time during performance of the contract, NASA-owned property in the custody of the Contractor has a value of $10 million or more, the Contractor must also submit a report no later than the 21st of each month in accordance with the requirements of paragraph (c)(2) of this clause.

(4) The Contracting Officer may, in NASA’s interest, withhold payment until a reserve not exceeding $25,000 or 5 percent of the amount of the contract, whichever is less, has been set aside, if the Contractor fails to submit the electronic annual or final property submission reports in accordance with NFS subpart 1845.7101, any monthly report in accordance with (c)(3) of this clause, and any supplemental instructions for the current reporting period issued by NASA. Such reserve must be withheld until the Contracting Officer has determined that NASA has received the required reports. The withholding of any amount or the subsequent payment thereof must not be construed as a waiver of any Government right.

(d) An electronic final report must be submitted in the APSR/NESS within 30 days NASA Federal Acquisition Regulation Supplement Part 1852 Solicitation Provisions and Contract Clauses 2026 Edition 1852 after disposition of all property subject to reporting when the contract performance period is complete in accordance with paragraph (b)(1) through (3) of this clause.

NFS 1852.245-76 LIST OF GOVERNMENT PROPERTY FURNISHED PURSUANT TO

FAR 52.245–1 (DEC 2025) (DEVIATION)

For performance of work under this contract, the Government will make available Government equipment identified below or in Attachment M, Landsat 10 Spacecraft Government Furnished Equipment List 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 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.

Special Contract Requirements

Additional Regulation or Supplement Clauses Incorporated by Reference

1852.226-73 Major Breach of Safety or Security FEB 2026

1852.228-78 Deviation

Cross-Waiver of Liability for Science or Space Exploration Activities Unrelated to the International Space Station Deviation

SEP 2025

Deviation

NFS 1852.225-70 Export Licenses (DEC 2025)(DEVIATION)

(a) The contractor shall comply with all U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120 through 130, and the Export Administration Regulations (EAR), 15 CFR Parts 730 through 799, in the performance of this contract. In the absence of available license exemptions/exceptions, the contractor shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

(b) The contractor shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of this contract, including instances where the work is to be performed on-site at 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.

NFS 1852.232-77 Limitation of Funds (Fixed- Price Contract) (MAR 1989)

(a) Of the total price of CLIN 0001, the sum of $TBD is presently available for payment and allotted to this contract. Of the total price of CLIN 0003, 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 Amount

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) (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 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 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) of this clause. 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.

Note - This clause applies exclusively to the Fixed Price CLIN, as authorized and defined in GSFC

52.211-91 SCOPE OF WORK.

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

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 178

Note: This clause applies exclusively to the Time & Materials CLIN as authorized and defined in contract clause GSFC 52.211-91 SCOPE OF WORK.

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 an attachment 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 available at http://SAM.gov.

ISRs must be submitted electronically in SAM.gov on a semi-annual basis. This report must be received no later than April 30 and October 30 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.

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 Sam.gov, available at http://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 SAM.gov on an annual basis. This report must be submitted no later than October 30 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 http://sam.gov./ http://sam.gov/ 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.

GSFC 52.223-92 Government Property - Compliance With Safety Standards. (FEB 2016)

This contract involves the use of Government-furnished property or installation provided property.

If any of the property does not conform to applicable Federal, state, or local safety standards, the Contractor shall promptly notify the Contracting Officer in writing with a copy to the Goddard Space Flight Center Safety Division, Code 360.

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.

GSFC 52.243-91 Launch Delays. (APR 2022)

The delivery schedule and/or period of performance of this contract is based upon a spacecraft launch date of no later than (NLT) December 2031. 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 launch delay option (s) as priced out in Clause GSFC 52.217-90 Option to Extend, of the revised launch date, and 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 Clause GSFC 52.217-90 Option to Extend, the authority of this clause, or a combination of both during contract performance.

CONTRACT FUNDING (TIME AND MATERIALS) - This clause applies exclusively to the Time & Materials CLIN, as authorized and defined in GSFC 52.211-91 SCOPE OF WORK.

CLIN 0002: Engineering / Impact Analysis Task Orders

(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 0002 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 0002 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 the terms 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), 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 or task order, 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.

Time and Materials (T&M) Orders Summary Reporting -This clause applies exclusively to the Time & Materials CLIN, 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 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

Contracting Officer’s Representative (COR) Resource Analyst

(End of Text)

CONTRACT TERMS AND CONDITIONS - COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (FAR 52.212-4) (DEC 2025) (DEVIATION)

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(c) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(d) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(e) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal, or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence. Examples of occurrences include acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees, and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark, or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act ( 31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice.