80HQTR22R0004 DRFP_Finalmd.pdf

Commercial SmallSat Data Acquisition (CSDA) Program RFP No. 80HQTR22R0004

CONTENTS

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2021)

ADDENDUM TO 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES

I.1 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

I.2 FAR 52.216-18 ORDERING (AUG 2020)

1.3 FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)

I.4 FAR 52.216-22 INDEFINITE QUANTITY (OCT 1995)

I.5 FAR 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (NOV

2021) 8

I.6 FAR 52.223-99 ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL

CONTRACTORS (DEVIATION 21-03)

i. 7 FAR 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS

(DEVIATION 20-03B)

i.8 NFS 1852.216-78 FIRM FIXED PRICE (DEC 1988)

I.9 NFS 1852.216-80 TASK ORDERING PROCEDURE (OCT 1996)

I.10 NFS 1852.225-70 EXPORT LICENSES (FEB 2000)

I.11 NFS 1852.232-77 LIMITATION OF FUNDS (FIXED PRICE CONTRACT) (MAR 1989)

I.12 GSFC 52.211-90 SUPPLIES AND/OR SERVICES TO BE PROVIDED (SEP 2017)

I.13 GSFC 52.211-91 SCOPE OF WORK (FEB 2016)

I.14 GSFC 52.216-92 MINIMUM/MAXIMUM AMOUNT OF SUPPLIES OR SERVICES (FIXED PRICE) (APR

2008) 16

I.16 SUPPLEMENTAL TASK ORDERING PROCEDURES

I.17 GSFC 52.217-92 EFFECTIVE ORDERING PERIOD (JAN 2014)

I.18 GSFC 52.232-95 INVOICES - SUBMISSION OF (MAR 2018)

I.19 GSFC 52.232-99 MILESTONE PAYMENTS (FIXED PRICE) (NOV 2013)

I.20 REPORTS OF WORK (IDIQ)

I.21 GSFC 52.237-92 PLACE OF PERFORMANCE – SERVICES (NOV 2013)

I.22 GSFC 52.246-93 ACCEPTANCE -- LOCATION(S) (SEP 2013)

I.23 CSDA ON-RAMPING

I.24 UPDATES OF CONTRACTOR CAPABILITIES

I.25 GSFC 52.211-101 List of Attachments (FEB 2016)

PART II

II.1 FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OF

EXECUTIVE ORDERS -- COMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEVIATION 20-03B)

PART III

III.1 FAR 52.212-1 INSTRUCTIONS TO OFFERORS – COMMERCIAL products and commercial services

ITEMS (NOV 2021)

ADDENDUM TO 52.212-1, INSTRUCTIONS TO OFFERORS – COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES

III.2 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FAR 52.252-1) (FEB 1998)

III.3 52.207-6 SOLICITATION OF OFFERS FROM SMALL BUSINESS CONCERNS AND SMALL BUSINESS

TEAMING ARRANGEMENTS OR JOINT VENTURES (MULTIPLE-AWARD CONTRACTS) (OCT 2016)

III.4 52.215-20 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA OTHER THAN

CERTIFIED COST OR PRICING DATA (NOV 2021), ALTERNATE IV (OCT 2010)

III.5 52.216-1 TYPE OF CONTRACT (APR 1984)

III.6 52.233-2 SERVICE OF PROTEST (SEPT 2006)

III.7 GSFC 52.215-200 COMMUNICATIONS REGARDING THIS SOLICITATION (SEP 2017)

III.8 GSFC 52.215-201 (ALT I) PROPOSAL PREPARATION – GENERAL INSTRUCTIONS (ELECTRONIC

PROPOSAL DELIVERY) (MAR 2020)

III.9 ELECTRONIC SUBMISSION OF PROPOSALS – PROPOSAL MARKING AND DELIVERY THROUGH

NASA’S EFSS BOX (NOV 2021)

III.10 OFFER VOLUME

III.11 TECHNICAL VOLUME

III.12 PRICE VOLUME

III.13 OFFER ACCEPTANCE PERIOD

PART IV

IV.1 FAR 52.212-2 EVALUATION – COMMERCIAL PRODUCTS AND SERVICES (NOV 2021)

ADDENDUM TO FAR 52.212-2 EVALUATION – COMERCIAL PRODUCTS AND SERVICES

IV.2 TECHNICAL EVALUATION

IV.3 GSFC 52.209-300 PROSPECTIVE CONTRACTOR RESPONSIBILITY AND SPECIAL STANDARDS (MAR

2019) 55

IV.4 PRICE EVALUATION

PART V

V.1 52.212-3 Offeror Representations and Certifications—Commercial Products and Commercial

Services [DEVIATION 20-02B], ALTERNATE I (OCT 2014)

Addendum to FAR 52.212-3 Offeror Representations and Certifications—Commercial PRODUCTS AND

COMMERCIAL SERVICES

V.2 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

V.3 52.209-12 CERTIFICATION REGARDING TAX MATTERS (OCT 2020)

V.4 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND VIDEO

SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

V.5 52.204-26 COVERED TELECOMMUNICATIONS EQUIPMENT OR SERVICES-REPRESENTATION (OCT

2020) 82

PART I

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (NOV 2021)

ADDENDUM TO 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES

I.1 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 address(es):

For Federal Acquisition Regulation (FAR) provisions, see:

https://www.acquisition.gov/browse/index/far

For NASA FAR Supplement (NFS) provisions, see:

https://www.hq.nasa.gov/office/procurement/regs/NFS.pdf

FAR Clauses:

Clause No. Title

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

CONTENT PAPER (MAY 2011)

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

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE

(AUG 2020)

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

“The Contracting Officer may exercise the option by written notice to the

Contractor within 30 days.”

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

NASA FAR Supplement (NFS) clauses:

Clause No. Title

1852.204-76 SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION

TECHNOLOGY RESOURCES [DEVIATION 21-01]

1852.215-84 OMBUDSMAN (NOV 2011)

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

FEB 2006)

1852.237-73 RELEASE OF SENSITIVE INFORMATION (JUN 2005)

(End of by Reference Part I)

I.2 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 from the contract effective date through 5 years thereafter.

(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.

(End of Clause)

1.3 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 $50K, 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 $ $30M;

(2) Any order for a combination of items in excess of $30M; or

(3) A series of orders from the same ordering office within 7 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(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 1 working day 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.

(End of clause)

I.4 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 twelve (12) months beyond the effective ordering period date of the contract.

I.5 FAR 52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR

INFORMATION SYSTEMS (NOV 2021)

(a) Definitions. As used in this clause -

Covered contractor information system means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

Federal contract information means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public Web sites) or simple transactional information, such as necessary to process payments.

Information means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information (44 U.S.C.

3502).

Safeguarding means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures. (1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract

Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access;

and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial products or commercial services, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

(End of clause)

I.6 FAR 52.223-99 ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR

FEDERAL CONTRACTORS (DEVIATION 21-03)

***NASA will take no action to enforce the clause implementing requirements of Executive

Order 14042, absent further written notice from the agency, where the place of performance identified in the contract is in a U.S. state or outlying area subject to a court order prohibiting the application of requirements pursuant to the Executive Order (hereinafter, “Excluded State or

Outlying Area”). In all other circumstances, NASA will enforce the clause, except for contractor employees who perform substantial work on or in connection with a covered contract in an

Excluded State or Outlying Area, or in a covered contractor workplace located in an Excluded

State or Outlying Area. A current list of such Excluded States and Outlying Areas is maintained at https://www.saferfederalworkforce.gov/contractors/.***

(a) Definition. As used in this clause -

United States or its outlying areas means—

(1) The fifty States;

(2) The District of Columbia;

(3) The commonwealths of Puerto Rico and the Northern Mariana Islands;

(4) The territories of American Samoa, Guam, and the United States Virgin

Islands; and

(5) The minor outlying islands of Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll, and Wake Atoll.

(b) Authority. This clause implements Executive Order 14042, Ensuring Adequate

COVID Safety Protocols for Federal Contractors, dated September 9, 2021 (published in the Federal Register on September 14, 2021, 86 FR 50985).

(c) Compliance. The Contractor shall comply with all guidance, including guidance conveyed through Frequently Asked Questions, as amended during the performance of this contract, for contractor or subcontractor workplace locations published by the

Safer Federal Workforce Task Force (Task Force Guidance) at https://www.saferfederalworkforce.gov/contractors/.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts at any tier that exceed the micro-purchase threshold, as defined in Federal Acquisition Regulation 2.101, performed in whole or in part within the United States or its outlying areas.

I. 7 FAR 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS SUBCONTRACTORS (DEVIATION 20-03B)

(a)(1) In accordance with 31 U.S.C. 3903 and 10 U.S.C. 2307, upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract in accordance with the accelerated payment date established, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, with a goal of 15 days after receipt of a proper invoice and all other required documentation from the small business subcontractor if a specific payment date is not established by contract.

(2) The Contractor agrees to make such payments to its small business subcontractors without any further consideration from or fees charged to the subcontractor.

(b) The acceleration of payments under this clause does not provide any new rights under the

Prompt Payment Act.

(c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial products or commercial services.

I.8 NFS 1852.216-78 FIRM FIXED PRICE (DEC 1988)

The total firm fixed price of this contract is the cumulative value of all individual task orders issued and awarded under these multiple award contracts, not to exceed $476M (cumulatively amongst all awarded contracts).

I.9 NFS 1852.216-80 TASK ORDERING PROCEDURE (OCT 1996)

(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 date:

(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 a task plan 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 7 calendar days after receipt of the Contracting Officer's request, the Contractor shall submit a task plan 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.

(End of clause).

I.10 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 NASA 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.

I.11 NFS 1852.232-77 LIMITATION OF FUNDS (FIXED PRICE CONTRACT) (MAR

1989)

(a) Of the total price of items specified in each task order SOW, the sum of $TBD - Specified at the task order level, 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 TBD – Specified at the task order level.

(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.

I.12 GSFC 52.211-90 SUPPLIES AND/OR SERVICES TO BE PROVIDED (SEP 2017)

The Contractor shall provide all resources (except as may be expressly stated in the contract as furnished by the Government) 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/Addressee(s)

Services and

Deliverables in accordance with

Attachment A, SOW

As Defined in

Attachment A, SOW

As Defined in

Attachment A, SOW

As Defined in Attachment A, SOW

Services and

Deliverables in accordance with Task

Orders Issued and the

SOW

As Defined in

Individual Task

Orders Issued

As Specified in

Individual Task

Orders Issued

As Specified in Individual

Task Orders Issued

3 Task Plans NFS 1852.216-80

As Required in

Clause NFS

1852.216-80

Electronic

Format/Contracting Officer

(CO)

4 Reports of Work

Clause I.17

As Required in

Clause

As specified in Clause

5 Safety & Health

Reporting

NFS 1852.223-75

Alt I As Required in clause

NASA Mishap Information

System (NMIS)

6 Equal Opportunity

Reports

FAR 52.222-26

As Specified by

FAR 52.222-26

Electronic Format/CO &

Code 120

IT Security

Management Plan

(ITSMP)

NFS 1852.204-

76, Attachment E

ITSMP

To be submitted with contract proposal & Annual

Updates as

Required

Electronic Format/CO

Diversity, Equity, Inclusion and

Accessibility (DEIA)

Plan

Attachment F, Contract Data

Requirements

List (CDRL), Attachment G

DEIA Plan, and

NFS Appendix C-

202.2, Diversity, Equity, Inclusion and Accessibility

Plan

30 days after contract award & annually

Electronic Format/CO

Item Description Reference Schedule Delivery

Method/Addressee(s)

Updates of

Contractor

Capabilities Reports

Clause I.24 As specified in the clause

Electronic Format/CO &

COR

10 Service Contract

Reporting

Part III

FAR 52.204-15

Annually by

October 31 and

Revisions, if needed, by

November 30 https://www.sam.gov

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

I.13 GSFC 52.211-91 SCOPE OF WORK (FEB 2016)

The Contractor shall provide the personnel, materials, and facilities, except as otherwise specified in this contract , necessary to perform the work and to furnish the items specified in the

Supplies and/or Services to Be Provided clause of this contract in accordance with the Statement of Work, Attachment A; End User License Agreement, Attachment B; Comprehensive

Digital Catalog, Attachment C; Diversity, Equity, Inclusion and Accessibility (DEIA) Plan, Attachment G; and task orders issued hereunder.

I.14 GSFC 52.216-92 MINIMUM/MAXIMUM AMOUNT OF SUPPLIES OR

SERVICES (FIXED PRICE) (APR 2008)

(a) The minimum amount of supplies or services that shall be ordered during the effective period of this contract is $100,000 (individually). The maximum amount of supplies or services that may be ordered during the effective period of this contract is $476,000,000 individually and cumulatively amongst all contractors.

(b) All orders placed under this contract will be applied to the minimum and maximum specified above.

I.15 GSFC 52.216-100 INDIVIDUALS AUTHORIZED TO ISSUE ORDERS (DEC 2014)

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 173

I.16 SUPPLEMENTAL TASK ORDERING PROCEDURES

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 a detailed estimate of the costs required to perform the task order requirements. The Contractor shall use only those appropriate data rates, which may be less than but shall not exceed the rates found in Attachment D, to calculate the proposed price for all task orders issued in accordance with the “Task Ordering Procedure” clause of this contract.

One or more Task Orders may be issued during the ordering period of this contract. The

Contracting Officer's decision to issue a Task Order to a particular contract holder shall be based on the criteria stated below. In accordance with FAR 16.505(b), the CO will give each contract holder a "fair opportunity to be considered" for each order exceeding the micro-purchase threshold unless of one of the conditions listed in FAR 16.505(b)(2) applies, or the contract holder has been disbarred or suspended from Government contracting.

Work under this IDIQ will be issued under the following Phases:

Evaluation Phase: An initial Sole Source Task Order Award will be issued to each new vendor to the CSDA Program (using the procedures specified in this section and in clause NFS

1852.216-80 TASK ORDERING PROCEDURE (OCT 1996)), to assess the data provided in accordance with the established standards/requirements, in order to determine whether subsequent purchases will be made under the Sustained Phase. NASA will select a team of science investigators via the Research Opportunities in Space and Earth Science (ROSES) process to conduct the evaluation of the data.

Contractors with previously NASA evaluated data via the CSDA Program will not be required to complete the evaluation phase. However, in case of significant change(s) between the evaluated and currently available data, NASA reserves the right to re-evaluate the currently available data

(i.e., significant changes to the satellite(s), entirely new commercial product available, etc.).

Sustained Phase: Contractors which NASA has evaluated data under previous CSDA Program buys will be in the Sustained Phase. As stated above, in case of significant change(s) between the evaluated and currently available data, NASA reserves the right to re-evaluate the currently available data (i.e., significant changes to the satellite(s), entirely new commercial product available, etc.). Task Orders under this phase will be issued and eventually competed amongst the vendors providing overlapping capabilities related to services, data coverage, and data products, using the procedures specified in this section and in clause NFS 1852.216-80 TASK

ORDERING PROCEDURE (OCT 1996).

(a) Task Order Competition Procedures

Task Order Request for Task Plan (RFTP): When a Contractor submission of proposals is necessary, the Government will issue a RFTP.

(1) Each RFTP will include the following information:

a. Date of RFTP

b. Description of the Requirements, Task Order Statement of Work, applicable EULAs, and other documentation upon which the Task Order fixed price is to be based

c. Delivery or performance date(s)

d. Due date for submission of task plan

e. Evaluation Criteria

(b) Task Order Evaluation/Selection Criteria

Upon receipt of the contractors’ proposed task plans, the government shall review each for completeness and acceptability. Each plan will be evaluated based on the specific evaluation criteria identified in the RFTP. For competitive task evaluations, the evaluation criteria may include the following factors:

(1) Technical approach and risk to meeting the specific task requirements

(2) Total proposed firm-fixed price for the task order

(3) Past Performance, as appropriate

The evaluation criteria, additional evaluation details, and in accordance with the evaluation factors which may vary by RFTP, based on the specific task requirements. The proposed task order price shall always be considered in competitive task order evaluations. Selection will be based on the best value to the government.

(c) Response to RFTPs

Contractors may "No Bid" any RFTP. When a contractor responds to a RFTP, it shall indicate that the task plan submitted in response to the RFTP is compliant with the contract terms, statement of work, and RFTP instructions.

A written proposal will always be required. The Contractor shall include in detail, all applicable catalog items and corresponding data rates required to perform the task order requirement. The

Contractor shall use the applicable data rates specified in Attachment D, which are not to exceed rates. All task plans shall be submitted by the date and time specified in the RFTP, or it will be treated as late and will not be considered by the Government, unless the CO determines that it is in the Government's best interest to do so.

(d) Award of Task Order

Task Orders will be placed within the effective ordering period of this contract. Generally, task orders will be placed by original signed orders; however, orders may be placed by electronically.

Each of the contractors will be notified of the Government's selection decision for the Task

Order awarded.

Each Task Order will include the following information:

(1) Date of the Task Order

(2) IDIQ contract number and Task Order number

(3) Description, Statement of Work

(4) Task Order Firm Fixed Price

(5) Task or performance date(s)

(6) Any specific information applicable to the task order, such as applicable EULAs

Each of the Contractors will be notified of NASA’s award of a Task Order. Except as listed in FAR 16.505(a)(10)(i), issuance or proposed issuance of a task order is not subject to protest. The debriefing requirements of FAR 15.5 are not applicable to orders issued under this contract that are less than $6 million, as specified in FAR 16.505(b)(6).

However, NASA intends to provide feedback to the other Contractors regarding any significant issues resulting in their non-selection.

(End of text)

I.17 GSFC 52.217-92 EFFECTIVE ORDERING PERIOD (JAN 2014)

The effective ordering period of this contract shall be for a period of 5 years from the contract effective date of TBD.

I.18 GSFC 52.232-95 INVOICES - SUBMISSION OF (MAR 2018)

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

(b) Invoices. Except for classified invoices, invoices shall be prepared in accordance with the invoicing instructions in FAR 52.212-4(g). In addition, invoices shall be submitted using the steps described at the NSSC’s Vendor Payment information web site at https://www.nssc.nasa.gov/vendorpayment.

(c) Improper invoices. The NSSC Payment Office will notify the contractor of any apparent error, defect, or impropriety in an invoices 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.

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

I.19 GSFC 52.232-99 MILESTONE PAYMENTS (FIXED PRICE) (NOV 2013)

(a) Subject to other limitations and conditions specified in this contract, delivery payments shall be made to the Contractor upon delivery and acceptance of the items described under paragraph (b). Contractor is authorized to invoice at the unit price indicated and up to the quantity stated.

(b) The following payment schedule shall be used:

(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 delivery - 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 delivery payment prior to successful accomplishment and acceptance of the item by the Government. The Contracting

Officer shall determine whether the item 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 acceptable performance of the services provided or supplies delivered.

Item

No.

Description Unit Qty

Unit

Price Total Amount

(1) As specified in each Task Order issued, if applicable

TBD TBD TBD

Negotiated at the task order level

I.20 REPORTS OF WORK (IDIQ)

(a) Monthly progress reports. The Contractor shall submit monthly progress reports of all work accomplished covering all Task Orders active during each month of contract performance.

Reports shall address the accomplishments and progress of all work performed under each

Task Order for the month being reported. The report shall also include monthly metrics of the purchased data. The metrics shall include but not limited to: number of users including trend, number of downloads (by data record, spatiotemporal extent, and data volume), Area of

Interests (AOIs), and user categorization. Each Task Order shall be a separate report. The report shall be in narrative form and brief in content. The report shall include a description of overall Task Order progress to include 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 Task Order Report. The Contractor shall submit a Final Task Order Report for each completed Task Order that summarizes the results of the entire Task Order, including recom-mendations and conclusions based on the experience and results obtained. The Final Task

Order Report shall also include cumulative metrics of the purchased data. The metrics shall include but not limited to: number of users including trend, number of downloads (by data record, spatiotemporal extent, and data volume), Area of Interests (AOIs), and user categorization. The Final Task Order Report should include, as appropriate, tables, graphs, diagrams, curves, sketches, photographs, and drawings in sufficient detail to comprehensively explain the results achieved under the Task Order. The final report shall also include the final incurred cost for the Task Order.

(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) 173

1 M,F Contracting Officer's Representative (COR) 586

1 M,F Task Monitor See Task Order

[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 Task Order 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 for each Task Order shall be submitted within 30 days after completion of the Task Order.

(End of text)

I.21 GSFC 52.237-92 PLACE OF PERFORMANCE – SERVICES (NOV 2013)

The services to be performed under this contact shall be performed at the following location(s):

Contractor’s facility.

(End of clause)

I.22 GSFC 52.246-93 ACCEPTANCE -- LOCATION(S) (SEP 2013)

The Contracting Officer or authorized representative will accomplish acceptance at the following location(s):

Deliverable Item No. Location Authorized Representative

2-4 & 9

As Specified in Contract and Individual

Task Orders

Designated Contracting

Officer’s Representative

(COR)

2-4 & 6-9 As required in each applicable clause Contracting Officer

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.

If this is a fixed price type contract, acceptance shall be deemed to have occurred constructively-

-for the sole purpose of computing an interest penalty that might be due the Contractor under the

Prompt Payment Act--on the 7th day after the Contractor has delivered the supplies or services in accordance with the terms and conditions of the contract. In the event that actual acceptance occurs within the constructive acceptance period, the determination of an interest penalty shall be based on the date of the actual acceptance.

I.23 CSDA ON-RAMPING

(a) In an effort to increase/promote competition, as necessary, the government will perform market research to assess the development of earth science products and market growth across the industry. If warranted, the government will issue requests for proposals to on-ramp additional vendors as industry emerges with new candidates and capabilities. On-ramping will also allow existing vendors to propose new data products developed (or data products based on new instruments) that were not available during initial proposal submission. Only pricing associated with the new data products may be incorporated into the contract. Existing prices will not be revised, and will remain in effect for the duration of the contract.

(b) The parties mutually agree that the original solicitation, as revised, shall remain open during the life of this contract and that at any time NASA may award additional contracts for IDIQ requirements. As deemed necessary during the life of this contract, NASA will allow submission of proposals from potential offerors for IDIQ contracts. The requirement for submission of on-ramp proposals will be established via solicitation notice on the Government Point of Entry

(GPE). The decision to request proposals under the clause will be solely at NASA’s discretion and will only occur after this requirement has been synopsized. Proposals shall be subject to the same proposal instructions and evaluation procedures as the CSDA Request for Proposal No.

80HQTR22R0004 dated TBD.

(c) If NASA issues a solicitation notice, offerors will be allowed to submit proposals within the notice’s stated response time. Upon award of each additional contract, NASA shall notify all present Contractors of the award, and the new CSDA Program Contractor(s) shall thenceforth be eligible to compete with all present Contractors for the award of IDIQ task orders, upon successful completion of the Evaluation Phase.

(d) The guaranteed minimum and maximum order amounts for IDIQ contracts awarded in accordance with the On-Ramp Clause are subject to the limitations defined in Clause GSFC

52.216-92 MINIMUM/MAXIMUM AMOUNT OF SUPPLIES OR SERVICES (FIXED

PRICE) (APR 2008)

I.24 UPDATES OF CONTRACTOR CAPABILITIES

The contractor shall maintain the current services offered under this contract, by submitting capabilities reporting as needed and no less than annually. The reports shall include any updates to capabilities, projections of future satellites the contractor intends to launch and descriptions of any potential Earth observing product development that might offered to NASA. Annually if there are not any updates to report the contractor shall submit a response of no updates to report.

I.25 GSFC 52.211-101 LIST OF ATTACHMENTS (FEB 2016)

The following documents are attached hereto and made a part of this contract:

Attachment Description Date

No. of Pages

(including the cover page)

A Statement of Work (SOW) May 2022 10

B End User License Agreements (EULAs) January 2022 11

C Comprehensive Digital Catalog TBP** TBD

D Contract Price List TBP** TBD

E IT Security Management Plan (ITSMP) TBS** TBD

F Contract Data Requirements List (CDRL) May 2022 7

G

Diversity, Equity, Inclusion and Accessibility (DEIA)

Plan TBS*** TBD

H Information Technology (IT) Security Applicable

Documents List March 2021 7

TBS = To Be Submitted

TBP = To Be Proposed

*TBS within 30 days of the contract effective date

**TBS with proposal

***TBS within 30 days of contract award

(END OF PART I)

PART II

II.1 FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OF EXECUTIVE ORDERS -- COMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (DEVIATION 20-03B)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or

Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or

Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and

Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services

Developed or Provided by Kaspersky Lab and Other Covered Entities (Nov 2021)

(Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment. (Nov 2021) (Section 889(a)(1)(A) of Pub. L. 115-

232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov

2015).

(5) 52.233-3, Protest After Award (Aug 1996) ( 31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws

108-77 and 108-78 ( 19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting

Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jun 2020), with

Alternate I (Nov 2021) ( 41 U.S.C. 4704 and 10 U.S.C. 2402).

X (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov 2021) ( 41 U.S.C.

3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment

Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the

American Recovery and Reinvestment Act of 2009.)

X (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun

2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

X (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts

(Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

X (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors

Debarred, Suspended, or Proposed for Debarment. (Nov 2021) ( 31 U.S.C. 6101 note).

X (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters

(Oct 2018) ( 41 U.S.C. 2313).

__ (10) [Reserved].

__ (11) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Sep 2021) ( 15 U.S.C.

657a).

__ (12) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns

(Sep 2021) (if the offeror elects to waive the preference, it shall so indicate in its offer) ( 15

U.S.C. 657a).

__ (13) [Reserved]

__ (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2020) ( 15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-6.

__ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (Nov 2020) ( 15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-7.

X (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) ( 15 U.S.C. 637(d)(2) and

(3)).

__ (17)(i) 52.219-9, Small Business Subcontracting Plan (Nov 2021) ( 15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Jun 2020) of 52.219-9.

__ (v) Alternate IV (Sep 2021) of 52.219-9.

__ (18)(i)…