80HQTR23R0007_CSDA FRFP.pdf

Commercial SmallSat Data Acquisition (CSDA) Program RFP No. 80HQTR23R0007

CONTENTS

PART I

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

SERVICES (DEC 2022), TAILORED IN ACCORDANCE WITH FAR 12.203

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) …………………………………………………………………………………………………………………………………………………13

I.6 RESERVED

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) ………………………………………………………………………………………………………………………………………………… 21

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

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 52.212-5 (DEVIATION) CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAR 2022) …………………………………………………………………………………………………………………………………………………31

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 PROSPECTIVE CONTRACTOR RESPONSIBILITY AND SPECIAL STANDARDS (OCT 2021)

IV.4 PRICE EVALUATION

PART V

V.1 52.212-3 (Deviation) Offeror Representations and Certifications – Commercial Products and Commercial Services (MAR 2022)

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) ………………………………………………………………………………………………………………………………………………… 85

PART I

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS

AND COMMERCIAL SERVICES (DEC 2022), TAILORED IN ACCORDANCE WITH

FAR 12.203

(a) 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.

(b) 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.

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

(d) 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 at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(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 such as, 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. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include-

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice;

and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer- Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act ( 31 U.S.C.3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(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) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the-

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by

33.211 if–

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on-

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt;

or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

(j) [Reserved]

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law.

If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. All rights, title and interest in the intellectual property to and subsisting in the items furnished under this contract shall be the property of and retained by the Contractor. The Contractor hereby grants the Government a license to use the items furnished under this contract in accordance with contract Attachment B, End User License Agreement.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 4701 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) the schedule of supplies/services.

(2) the Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) the clause at 52.212-5.

(4) addenda to this solicitation or contract, including any license agreements for computer software.

(5) solicitation provisions if this is a solicitation.

(6) other paragraphs of this clause.

(7) the Standard Form 1449

(8) other documents, exhibits, and attachments.

(9) the specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

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.

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 RESERVED

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).

(End of clause)

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.

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.

(End of clause)

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.20

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 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 $500 (individually). The maximum amount of supplies or services that may be ordered during the effective period of this contract is $476,000,000 cumulatively amongst all contractors.

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

(End of clause)

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)), for evaluation purposes to determine the utility of the data for ESD research and applied science applications in a cost-effective way, in accordance with the established standards/requirements. Upon completion of the evaluation, NASA will determine if subsequent purchases will be made under the Sustained Phase.

Contractors with previously NASA evaluated data via the CSDA Program will not be required to complete the evaluation phase and they will immediately be in the Sustained Phase at contract award. 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: Task Orders under this phase will be issued and 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). NASA anticipates that task orders early in the contract period of performance may be awarded as sole source tasks to whichever vendor has the capability to perform the task requirements, until overlapping capabilities are developed by more than one vendor.

(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 EULA, 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 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

(e) 2003 U.S. Commercial Remote Sensing Policy

All work issued under this contract is subject to the 2003 U.S. Commercial Remote Sensing Policy (CRSP). The policy directs the U.S. Government to rely on commercial remote sensing capabilities to the maximum practical extent, and to develop a long-term, sustainable relationship with the U.S. commercial remote sensing space industry.

NASA is committed to relying to the maximum practical extent on U.S. commercial remote sensing capabilities, and is fully compliant with the 2003 U.S. CRSP. The fundamental goal of this policy is to advance and protect U.S. national security and foreign policy interests by maintaining the nation’s leadership in remote sensing space activities, and by sustaining and enhancing the U.S. remote sensing industry. Doing so will also foster economic growth, contribute to environmental stewardship, and enable scientific and technological excellence.

In instances where both domestic and foreign firms are determined to be technically acceptable for the requirements specified in a Task Order Request/SOW, the government will give preference to the domestic firm consistent with CRSP. If purchasing the services domestically would burden the government with an unreasonable price by being 10% or more over the price of the lowest priced technically acceptable foreign offer, then the Government may award to a foreign firm.

The Policy Fact Sheet, provided for informational purposes, is incorporated via contract Attachment I.

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…