80KSC019Q0008_WCCPP-LANDSAT_9.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NAICS:

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

STANDARD FORM 1449 (REV. 2/2012) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

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

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

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

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

38. S/R ACCOUNT NO. 39. S/R VOUCHER NUMBER

36. PAYMENT

COMPLETE PARTIAL FINAL

TABLE OF CONTENTS

ARTICLE 1 TYPE OF CONTRACT

ARTICLE 2 NFS 1852.216-78 FIRM FIXED PRICE (DEC 1988)

ARTICLE 3 PERIOD OF PERFORMANCE

ARTICLE 4 SUPPLIES AND/OR SERVICES TO BE PROVIDED

ARTICLE 5 SCOPE OF WORK

ARTICLE 6 DATA REQUIREMENTS LIST (DRL)

ARTICLE 7 FAR 52.246-11 HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT

(DEC 2014)

ARTICLE 8 INSPECTION SYSTEM RECORDS

ARTICLE 9 INSPECTION AND CERTIFICATION OF FACILITY

ARTICLE 10 PLACE OF PERFORMANCE

ARTICLE 11 NFS 1852.232-80 SUBMISSION OF VOUCHERS/INVOICES FOR PAYMENT

(APR 2018)

ARTICLE 12 AUTHORIZED CHANGES

ARTICLE 13 JOINT FACILITY OCCUPANCY

ARTICLE 14 LSP SAFETY AND HEALTH

ARTICLE 15 COORDINATION OF SPACECRAFT USE OF GOVERNMENT PROPERTY,

FACILITIES AND SERVICES

ARTICLE 16 GOVERNMENT INSIGHT AND APPROVAL

ARTICLE 17 INVESTIGATIONS AND CORRECTIVE ACTIONS

ARTICLE 18 LIABILITY

ARTICLE 19 LICENSES AND PERMITS FOR A PAYLOAD PROCESSING

FACILITY/OPERATOR

ARTICLE 20 MILESTONE PERFORMANCE AND PAYMENT

ARTICLE 21 FACILITY UPGRADES AND MODIFICATIONS

ARTICLE 22 HANDLING AND PROTECTION OF RESTRICTED INFORMATION

ARTICLE 23 NON-DISCLOSURE AGREEMENTS

ARTICLE 24 FAR 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

ARTICLE 25 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) . 27

ARTICLE 26 LIST OF CLAUSES INCORPORATED BY REFERENCE

ARTICLE 27 FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS-COMMERCIAL

ITEMS (JAN 2019)

ARTICLE 28 LIST OF ATTACHMENTS

1 Statement of Work

2 Launch Site Support Plan

3 Data Requirements List

4 Acronyms and Abbreviations

5 Definitions

6 List of Applicable Documents

7 Safety and Health Plan

8 Small Business Subcontracting Plan

ARTICLE 29 FAR 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY

REFERENCE (FEB 1998)

ARTICLE 30 LIST OF PROVISIONS INCORPORATED BY REFERENCE

ARTICLE 31 FAR 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS

(OCT 2018)

ARTICLE 32 FAR 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS-

COMMERCIAL ITEMS (OCT 2018)

ARTICLE 33 FAR 52.233-2 SERVICE OF PROTEST (SEPT 2006)

ARTICLE 34 COMMUNICATIONS REGARDING THIS SOLICITATION

ARTICLE 35 DELIVERY INSTRUCTIONS FOR PROPOSALS

ARTICLE 36 NFS 1852.215-81 PROPOSAL PAGE LIMITATIONS (APR 2015)

ARTICLE 37 QUOTATION INSTRUCTIONS

ARTICLE 38 NFS 1852.223-73 SAFETY AND HEALTH PLAN (JUL 2015)

ARTICLE 39 PREAWARD SURVEY

ARTICLE 40 FAR SUBPART 13.5 – SIMPLIFIED PROCEDURES FOR CERTAIN

COMMERCIAL ITEMS

ARTICLE 41 FAR 52.212-2 EVALUATION-COMMERCIAL ITEMS (OCT 2014)

ARTICLE 42 QUOTATION EVALUATION

ARTICLE 1 TYPE OF CONTRACT

This contract is firm fixed price.

ARTICLE 2 NFS 1852.216-78 FIRM FIXED PRICE (DEC 1988)

The total firm fixed price of this contract is $_____________.

(End of clause)

ARTICLE 3 PERIOD OF PERFORMANCE

The period of performance is date of contract award through December 22, 2020.

ARTICLE 4 SUPPLIES AND/OR SERVICES TO BE PROVIDED

The Contractor shall provide all resources (except as may be expressly stated in this contract as furnished by the Government) necessary to accomplish the work set forth in the contract line items indicated below in accordance with Attachment 1, Statement of Work and Attachment 2, LSSP.

Table 4.1 - CLIN PRICING

CLIN 1 BASE Payload Processing Services $

CLIN 2 (Option) Additional 30 Days of Certified Cleanroom Operation prior to Spacecraft Arrival*

CLIN 3 (Option) Extended Facility Occupancy (per week)* $

The Contracting Officer may exercise Option CLIN 2 at award, by written notice to the Contractor, to add an additional thirty (30) days of certified cleanroom operation prior to spacecraft arrival.

The Contracting Officer may exercise Option CLIN 3, by written notice to the Contractor, on an as needed basis to extend the facility occupancy (per week).

ARTICLE 5 SCOPE OF WORK

The Contractor shall provide personnel, material, and facilities (except as otherwise provided for in this contract) necessary to perform those functions set forth in Attachment 1, Statement of Work and Attachment 2, LSSP.

ARTICLE 6 DATA REQUIREMENTS LIST (DRL)

(a) The Contractor shall furnish all data identified and described in Attachment 3, Data Requirements List.

(b) The Government reserves the right to reasonably defer the date of delivery of any or all line items of data specified in the DRL. Such right may be exercised at no increase in the contract amount. The Government also reserves the right to terminate or add to the requirement for any or all line items of data specified in the DRL. In the event the Government exercises this latter right, the contract amount shall be subject to equitable adjustment.

(c) To the extent that data required to be furnished by other provisions of this contract are also identified and described in the DRL, compliance with the DRL shall be accepted as compliance with such other provisions. In the event of conflict between the identity and description of data called for by specific provisions of this contract and the DRL, the DRL shall control the data to be furnished.

(d) Nothing contained in this DRL provision shall relieve the Contractor from furnishing data called for by, or under the authority of, other provisions of this contract which are not identified and described in the DRL attached to this contract..

(e) Except as otherwise provided in this contract, the cost of data to be furnished in response to the DRL attached to this contract is included in the price of this contract.

ARTICLE 7 FAR 52.246-11 HIGHER-LEVEL CONTRACT QUALITY

REQUIREMENT (DEC 2014)

(a) The Contractor shall comply with the higher-level quality standard(s) listed below.

Title Number-Date Tailoring

ANSI/ISO/ASQ Q9001-2015 None

(b) The Contractor shall include applicable requirements of the higher-level quality standard(s) listed in paragraph (a) of this clause and the requirement to flow down such standards, as applicable, to lower-tier subcontracts, in—

(1) Any subcontract for critical and complex items (see 46.203(b) and (c)); or

(2) When the technical requirements of a subcontract require—

a. Control of such things as design, work operations, in-process control, testing, and inspection; or

b. Attention to such factors as organization, planning, work instruction, documentation control, and advanced metrology.

(End of Clause)

ARTICLE 8 INSPECTION SYSTEM RECORDS

The Contractor shall maintain records evidencing inspections in accordance with the Inspection clauses of this contract for one (1) year after delivery of all items or completion of all services called for by the contract, whichever occurs last.

ARTICLE 9 INSPECTION AND CERTIFICATION OF FACILITY

(a) The Contractor shall provide and maintain an inspection and certification system covering the facilities provided to the Government under this contract which is acceptable to the Government. Complete records of all inspection work performed by the Contractor shall be maintained and made available and accessible, in a timely fashion, to the Government during contract performance and for as long afterwards as the contract requires.

(b) The Government has the right to attend, observe and otherwise participate in the inspection and testing of all facilities called for by the contract, to the extent practicable at all times and places during the term of the contract. The Government shall provide its assessment of those inspections and tests that, in the judgment of the Government, do not satisfy or conform to the requirements of the contract, in a manner that will not unduly disrupt or delay the work.

(c) From receipt of certificate of facility readiness (DRL 4) through the facility occupancy period, if the facility does not conform with contract requirements, NASA may require the Contractor to provide the facility in conformity with contract requirements, at no increase in contract price. When the defects in the facility cannot be corrected by re-performance, the Government may (1) require the Contractor to take necessary action to ensure that future performance conforms to contract requirements, (2) reduce the contract price to reflect the reduced value of the facility provided, (3) by contract or otherwise, provide the facility or perform the services and charge to the Contractor any cost incurred by the Government that is directly related to the performance of such service, and/or (4) terminate the contract for default.

(d) If the Government performs inspections or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, without additional charge, all reasonable facilities and assistance for the safe, clean and convenient performance of these duties.

ARTICLE 10 PLACE OF PERFORMANCE

The place of performance will be at the Contractor’s facility on Vandenberg Air Force Base

(VAFB), CA.

ARTICLE 11 NFS 1852.232-80 SUBMISSION OF VOUCHERS/INVOICES FOR

PAYMENT (APR 2018)

(a) The designated payment office is the NASA Shared Services Center (NSSC) located at FMD Accounts Payable, Bldg. 1111, Jerry Hlass Road, Stennis Space Center, MS 39529.

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

https://www.nssc.nasa.gov/vendorpayment. Please contact the NSSC Customer Contact Center at 1-877-NSSC123 (1-877-677-2123) with any additional questions or comments.

(c) Payment requests.

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

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

(i) Vouchers.

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

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

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

(D.) Progress reports, as required.

(ii) Invoices.

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

(B.) Progress reports, as required.

(C.) Date goods and services were performed.

(iii) Fee vouchers.

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

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

(C.) A clear explanation of the fee calculations.

(d) Non-electronic payment requests. The Contractor may submit a non-electronic voucher/invoice using the steps for non-electronic payment requests described at https://www.nssc.nasa.gov/vendorpayment, when any of the following conditions are met:

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

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

(e) Improper vouchers/invoices. The NSSC Payment Office will notify the contractor of any apparent error, defect, or impropriety in a voucher/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.

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

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

(End of clause)

ARTICLE 12 AUTHORIZED CHANGES

Changes will be handled in accordance with FAR 52.212-4, issued by the Contracting Officer and agreed to in writing by both parties. The Contracting Officer or his or her duly appointed representative(s) are the only individuals authorized to issue instructions to the Contractor in matters relating to this contract. The identification, scope of authority and duties of the Contracting Officer’s Representative (COR) shall be set forth in delegations issued by the Contracting Officer and copies of such delegations shall be furnished to the Contractor.

ARTICLE 13 JOINT FACILITY OCCUPANCY

The Contractor shall provide dedicated and distinct processing space and control room space for the NASA spacecraft. If multiple operations are on-going in this facility, the Contractor shall ensure the following:

1. NASA communications (including voice, video, and data) are not impacted by other spacecraft communications, usage, and requirements;

2. NASA schedules are not impacted by other operations within the facility;

3. NASA cleanliness requirements shall not be compromised due to sharing of common air conditioning systems, access doors, etc.;

4. NASA Spacecraft, as well as NASA personnel, NASA contractors, representatives, and approved visitors, shall be physically safe from effects of other planned operations;

5. NASA operations shall have access to work space without interference from other ongoing operations within the facility (e.g., paging and area warning system, use of facility power systems, personnel access, crane usage, facility lighting);

6. The Contractor shall ensure that there are no radio frequency (RF) or magnetic disturbances in the assigned work areas created by other facility occupants. The Contractor should be prepared to work with NASA Launch Services Program (LSP) and the Spacecraft Customer to establish other unique environments as required;

7. When hazardous operations are planned/anticipated, the Contractor shall coordinate with all parties/facility occupants to minimize schedule impacts; and,

8. The Contractor shall ensure that all personnel are notified regarding hazards from other occupants’ programs.

ARTICLE 14 LSP SAFETY AND HEALTH

The Contractor is responsible for assuring that a high level of safety is maintained in facility operation and ground operations support of NASA missions in accordance with this contract and in accordance with NFS 1852.223-70, Safety and Health Measures and Mishap Reporting.

NASA and their spacecraft contractors will be responsible for safety of their personnel in the operations they perform. The Launch Service Contractor will be responsible for safety of Launch Service Contractor personnel in performing operations on launch vehicle hardware and integrated operations involving the spacecraft. The Contractor shall be responsible for the safety of their personnel and providing a safe operating facility and environment to all facility occupants.

The Contractor shall follow the AFSPCMAN 91-710 unless they have an existing agreement with the Air Force to use a predecessor document. The Contractor shall maintain a safety and health plan in accordance with AFSPCMAN 91-710 requirements and continually update the safety and health plan for changes to safety requirements, new or modified hardware (both flight and GSE), or when deemed necessary by NASA.

The Contractor shall identify a Safety Representative to resolve safety and health issues in a manner consistent with Article 16, Government Insight and Approval, and Attachment 1, Statement of Work, Sections 2.4, Requirements Development and Implementation, and 3.2, NASA Insight and Approval. The Contractor shall be responsible for establishing and maintaining safety procedures and controls in compliance with all Federal, State, and local laws and regulations applicable to safety and health.

The Contractor shall support the payload safety review process and tailoring of the spacecraft safety requirements in accordance with NPR 8715.7, Expendable Launch Vehicle Payload Safety Program. The Contractor Safety representative will work with the Payload Safety Representative to assure that all parties involved in facility activities are cognizant of safety hazards and controls in the facility. The Contractor Safety Representative and Payload Safety Representative will perform coordination of safety aspects of operations and resolve safety and health issues during processing.

All accidents, mishaps, close calls or other incidents as defined by NASA shall be reported as required by NFS 1852.223-70, Safety and Health Measures and Mishap Reporting, to the Contracting Officer, the LSP Safety Representative, and the Payload Safety Representative.

Reporting shall be in accordance with NPR 8621.1, NASA Procedural Requirements for Mishap and Close Call Reporting, Investigating, and Record Keeping, and the NASA Payload Safety organization requirements as identified in their Mission’s Systems Safety Program Plan.

The Contractor shall enforce a building clear for non-essential NASA LSP personnel during all hypergolic propellant flow and wetted fluid line disconnect operations. The Contractor shall enforce this building clear for all such operations in the facility whether they are being performed by NASA or non-NASA personnel. Non-essential NASA LSP personnel entrance into the area clear shall only occur when propellant flow has stopped and the system has been determined to be in a static and leak-free state.

The Contractor shall only waive this restriction for NASA LSP personnel when provided specific, written authorization from the NASA Contracting Officer or NASA Contracting Officer’s Representative (COR). This waiver may be delivered to the Contractor via email.

ARTICLE 15 COORDINATION OF SPACECRAFT USE OF GOVERNMENT

PROPERTY, FACILITIES AND SERVICES

In support of the payload processing services ordered under this contract, the Contractor shall coordinate a spacecraft or Government customer request, and the Government may provide on a non-reimbursable basis, certain Government property, facilities, or services which are required in performance of this contract. The Contractor shall coordinate spacecraft or Government customer requests for such property, facilities, or services from the Government by contacting the appropriate NASA support contractor.

The Government makes no warranty whatsoever as to the suitability for use of any Government property, facilities or services provided pursuant to this clause. Any costs necessary to maintain, restore, refurbish, and/or replace any property or facilities made available to the spacecraft or Government customer under this contract, shall be negotiated by the parties.

Coordinating the use of NASA property, facilities or services for the spacecraft or Government customer does not relieve responsibility for full payload processing performance in accordance with this contract by the Contractor.

Pursuant to this clause, the Government will use reasonable efforts to provide the following property, facilities, or services as may be necessary to meet the requirements of spacecraft covered by this contract:

1. Provide engineering support services to assist the Contractor in supporting spacecraft and Government customer requirements to maintain voice, Operational TV (OTV), and data links between VAFB/Building 836, and the Contractor’s facility, in addition to associated tuning and patching at the VAFB end.

2. Provide an access route and security escort support for flight and ground hardware transport operations associated with spacecraft covered by this contract between the Contractor’s facility and other facilities at VAFB. The access routes between the Contractor’s facility and other facilities at VAFB must allow clear passage for transport of payloads and containers as specified in the latest overweight/over dimensional permits owned by the Contractor. This permit information will be made available to NASA, and any route changes or modifications which affect the clear passage shall be negotiated with the Contractor before implementation.

3. Provide for Self-Contained Atmospheric Protective Ensemble (SCAPE) training for Spacecraft Customer and other personnel that are involved in NASA spacecraft operations at the Contractor’s facility covered by this contract.

4. Provide, on a case-by-case basis, storage, maintenance, filling, emptying, and transportation of hazardous hypergol containers used by the Spacecraft Customer and coordinated by the Contractor in processing spacecraft covered by this contract.

5. Provide access to aircraft loading and offloading areas at the VAFB airfield for the delivery of spacecraft covered by this contract and to be processed at the Contractor’s facility. Support will include liaison with aviation fuel suppliers for transport aircraft as required and to include transportation equipment and personnel as required for delivery of spacecraft and GSE.

6. Provide on a case-by-case basis calibration services, sampling and analysis, and non-destructive examination of Spacecraft Customer equipment and materials.

7. Provide on a case-by-case basis the high pressure gas refilling activities for the Spacecraft Customer at the Contractor's facility with NASA-owned tube banks.

8. On a case-by-case basis, conduct RF surveys in support of spacecraft covered by this contract.

9. On a case-by-case basis, conduct surveys of hazardous sources of radiation (both ionizing and non-ionizing) and other services as may be required to support the processing of NASA’s nuclear payloads under Kennedy NASA Procedural Requirement (KNPR)

1860.1 –Kennedy Space Center Ionizing Radiation Protection Program.

ARTICLE 16 GOVERNMENT INSIGHT AND APPROVAL

In addition to the rights the Government has under the inspection clauses of this contract provided at Article 9, Inspection and Certification of Facility, and FAR 52.212-4(a), Inspection/Acceptance, the Government shall also have the right of insight and approval as specified in this clause. In order for the Government to ensure the highest practical probability of mission success for each payload processed through the Contractor’s facility, the Government must be provided an adequate level of insight into or approval of certain Contractor products, tasks, and milestones. The Contractor shall maintain all documentation requiring insight or approval at the Contractor’s facility. This includes insight into or approval of certain subcontractor tasks where some hands-on operations are performed (e.g. payload transportation).

The Government’s monitoring of payload processing facilities and services provided by the private sector has two elements: approval and insight. Government approval is defined as providing authority to proceed and/or formal acceptance of requirements, plans, designs, analyses, tests, or success criteria in specified areas. Where Government approval is required, the payload processing facility Contractor shall submit the necessary documentation to the Government Contracting Officer and copies to the Government COR.

Government insight is defined as gaining the requisite understanding necessary to knowledgeably concur/non-concur with the Contractor’s actions through appropriate interaction, watchful observation, documentation review, meeting attendance, reviews, tests, and compliance evaluations. Where Government insight is required, the Contractor shall provide advance notification to the Contracting Officer, COR, and Launch Site Integration Manager (LSIM) of meetings, reviews, or tests in sufficient time to permit meaningful Government participation in such events.

Should approval or insight identify noncompliance with the terms and conditions of the contract, a difference in interpretation of test results, or disagreement with the Contractor technical directions, the Government will take appropriate action under the terms of the contract to ensure contract compliance or resolve differences with the Contractor.

NASA shall have insight into or approval of Contractor initiated changes that affect NASA missions, in accordance with Attachment 1, Statement of Work, Section 3.2, NASA Insight and Approval. This insight/approval shall be accommodated with no increase to the contract price.

Specific areas where the Government requires the right of approval and/or insight are listed in the following paragraphs. Additional requirements applicable to new and modified payload processing facilities and systems that have not been proven are defined in paragraph F.

A. PAYLOAD PRE-SHIP FACILITY INSPECTION

Approval is required for the following:

1. Certificate of Facility Readiness (COFR)

2. Selection of facilities and rooms to be provided for processing activities, and control rooms and office areas.

Insight is required for the following:

1. Facility and facility systems analyses, tests and configurations

2. Mission reviews, plans, and schedules

3. Major/Critical problems

4. Operations and maintenance procedures

5. Facility operating permits, licenses or other authorizing documents

6. Safety procedures and processes

B. EQUIPMENT/PAYLOAD OFFLOAD, TRANSPORT, AND DELIVERY

Approval is required for the following:

1. Offload and transport operation and procedure

2. Transportation route survey

Insight is required for the following:

1. Security escort, badging, and permit arrangements

2. Handling GSE

3. Safety procedures

C. PAYLOAD PROCESSING FACILITY AND SERVICES

Approval is required for the following:

1. Manifest Schedule (NASA missions only)

2. Sample analysis of propellants, gasses, and fluids

3. Payload Processing Facility cleanliness

4. Storage of GSE and flight hardware

Insight is required for the following:

1. Work schedules and plans (facility and facility systems)

2. Other tenants processing schedules

3. Major/critical problems

4. Anomaly resolution

5. Failure analysis

6. Operations and maintenance procedures

7. Maintenance history logs

8. Maintenance schedules

9. Storage, handling and sample analysis of propellants

10. Facility Security procedures

11. Facility Safety procedures

D. POST LAUNCH EQUIPMENT DEPARTURE

Insight is required for the following:

1. Handling of GSE

2. Facility and facility systems analysis and test

E. ANALYSIS AND INVESTIGATIONS AFFECTING NASA MISSIONS

Approval is required for the following:

1. Anomaly Investigation/Closeout

F. NEW AND MODIFIED PAYLOAD PROCESSING FACILITIES AND SYSTEMS

For the systems listed below, NASA will approve hardware design specifications, plans for analyses and tests of such hardware, and the suitability of the manufactured hardware for payload processing operations. This approval requires that NASA receive insight into design reviews, analyses and test results, and test procedures and operations for the following systems:

1. Cranes and other hardware handling equipment

2. Heating, Ventilating & Air Conditioning (HVAC) Systems

3. Communication Systems

4. Uninterruptible Power Supply (UPS)

5. Safety Systems (fire detection/suppression, toxic vapor monitoring, lightning protection, etc.)

Notwithstanding the insight and approvals set forth above, the Contractor assumes full payload processing facility system performance responsibility as set forth in Attachment 1, Statement of Work and Article 20, Milestone Performance and Payment.

ARTICLE 17 INVESTIGATIONS AND CORRECTIVE ACTIONS

In the event that the facility, facility systems, and/or facility support equipment do not achieve performance requirements or if any processing anomaly occurs, the Contractor shall investigate this anomaly or failure at its expense. The Contractor shall determine the scope of the investigation and shall conduct and control the investigation. The Government, at its option, may provide an overview team to assess and approve the Contractor’s investigative and corrective actions. The Government’s designated representatives may observe and participate in the investigation.

The Contractor shall present to the Government its findings resulting from the investigation and the proposed corrective actions, if any. The Contractor has the burden of proof to show that the corrective action is sufficient. The Contracting Officer may either accept or reject any finding or corrective action. If the Contracting Officer accepts a finding and the related corrective action, the costs of the corrective actions will be borne by the Contractor including re-validation for NASA’s use. The Government may at its option and its expense conduct its own investigation of the anomaly or failure. The Contractor shall cooperate with and fully support the Government’s investigation.

If the Government determines that additional or corrective action other than that proposed by the Contractor is required, the Contractor shall implement the Contracting Officer’s written direction to perform the corrective action. The costs of implementing the Contracting Officer’s directed corrective action may be a basis for an equitable adjustment.

ARTICLE 18 LIABILITY

A. Definitions

For purposes of this clause, the following definitions are applicable:

1. A “Party” is a person or entity that signs this contract.

2. The term “related entity” means:

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

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

(iii) a Contractor or subcontractor of a user or Customer of a Party at any tier.

“Contractors” and “subcontractors” include suppliers of any kind.

3. The term “damage” means:

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

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

(iii) loss of revenue or profits; or

(iv) other direct, indirect, or consequential damage.

4. The term “launch vehicle” means an object (or any part thereof) intended for launch, launched from Earth, or returning to Earth which carries payloads or persons, or both.

5. The term “payload” means all property to be flown or used on or in a launch vehicle.

6. The term “Protected Space Operations” means all launch vehicle and payload activities on Earth, in outer space, or in transit between Earth and outer space performed under this contract. It includes, but is not limited to:

(i) research, design, development, test, manufacture, assembly, integration, operation, or use of: launch vehicles, transfer vehicles, payloads, related support equipment and facilities and services;

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

“Protected Space Operations” excludes activities on Earth which are conducted on return from space to develop further a payload’s product or process for use other than for launch vehicle related activities in implementation of this Contract.

7. The term “Unusually Hazardous Risks” means those risks, beginning with payload arrival at the landing site or Payload Processing Facility, which result from the pressures, gasses, propellants, ordnance, fuels or radiation sources (such as ionized or non-ionized) utilized on the specific payload. Payload processing itself may involve hazardous situations (e.g., fueling) as would potential accidents resulting in burning, combustion, explosion or fuel leaks (e.g., hydrazine), encountered during the processing flow.

B. Liability for Unusually Hazardous Risks - Third Party

a. Liability Scheme

1. The Contractor shall continue in effect or otherwise purchase $25 million insurance coverage protecting the Contractor and the Government from third party claims for Unusually Hazardous Risks. The Contractor shall consult with and obtain the approval of the Contracting Officer before it modifies or cancels any such insurance that would affect the protection provided to the Contractor or the Government.

2. If the payload processing services required by this contract are determined to be subject to Public Law 85-804 Indemnification for Unusually Hazardous Risks, and the Contracting Officer so notifies the Contractor, the Contractor may request approval for indemnification, if desired, in accordance with the procedures set forth in Section b. below. Note that the Contractor must submit any requests for indemnification to the Government at least six months before the Occupancy Date. If the Contractor fails to provide a complete and timely request for indemnification, then the Government shall be under no obligation to approve the indemnification prior to occupancy. In no event will the Contractor be excused from proceeding with the occupancy as scheduled.

b. Procedures

1. At least six months (or such other date as may be agreed to in writing) before the occupancy of the payload, the Contractor shall provide to the Contracting Officer:

(i) a copy of the terms and conditions of any existing policy and/or the proposed insurance policy which covers third party liability and the premium cost to the Government for such proposed policy; and if the services under this contract are determined to be subject to Public Law 85- 804 and the Contractor has elected to seek such indemnification, then

(ii) a request for indemnification which contains the information required by Federal Acquisition Regulations (FAR) Subpart 50.104-3 as supplemented by NASA FAR Supplement (NFS) 1850.104-3.

2. The proposed insurance policy shall meet at a minimum the following requirements:

(i) The insurance shall protect the Contractor, and, to the extent insurance may be obtained without additional cost to the Government, it shall protect the Government.

(ii) The Contractor shall propose an amount of insurance protection that is available in the world market at reasonable premium cost.

(iii) The policy shall provide that coverage will attach upon commencement of initial facility occupancy date and shall remain in force through facility departure date and may not be revised or canceled prior to the facility departure date, unless the Contracting Officer agrees in writing to the revision or cancellation.

3. Within 60 days after receiving the information described in paragraph B.b.(l) of this Article, the Contracting Officer shall:

(i) approve the proposed insurance policy; or

(ii) require modifications to the policy and establish a date for submission of a revised proposed policy; or

(iii) determine that the proposed policy shall not be purchased by the

Contractor covering the Unusually Hazardous Risks of a particular mission.

4. If the Government approves a proposed insurance policy, the Contractor shall provide proof of the required insurance by:

(i) certifying to the Contracting Officer, in a writing signed by an authorized officer of the Contractor, that it has obtained the approved insurance policy; and

(ii) filing with the Contracting Officer a certificate of insurance showing insurance coverage by the insurer of a currently effective and properly endorsed policy which has been approved by the Contracting Officer. The Contractor shall provide to the Government a copy of the approved insurance policy as soon as it becomes available.

c. Applicable Indemnity Clause

FAR 52.250-1, Indemnification Under Public Law 85-804 (APR 1984), shall be included by reference in this contract, if the NASA Administrator determines that services under this contract are subject to Public Law 85-804.

C. Limitation of Contractor and Customer Liability

Notwithstanding the definition of the term “Damage”, to the extent that a risk of Damage is not dealt with expressly in this Contract, Contractor’s liability to customer, and Customer’s liability to Contractor arising out of this Contract, whether or not arising as a result of an alleged breach of this Contract, (i) shall be limited to direct damages only and shall not include any loss of revenue, profits or other indirect or consequential damages, and (ii) shall not exceed the total price paid to Contractor by Customer for the Services to be provided for the particular Payload under this Contract.

ARTICLE 19 LICENSES AND PERMITS FOR A PAYLOAD PROCESSING

FACILITY/OPERATOR

The Contractor shall assume all responsibility for obtaining the necessary licenses, permits, site plans, and clearances, with the exception of radioactive materials, that may be required by the Department of Transportation, Department of Commerce, Department of Defense, or other Federal, State, or local governmental bodies or subdivisions thereof, or of any other duly constituted public authority in performance of the work whether performed by the Contractor or the Spacecraft User housed in the facility unless otherwise directed by the Contracting Officer.

This includes obtaining a Technical Assistance Agreement approved by the Department of State for working with Foreign Spacecraft Users, if necessary. The Contractor shall obey and abide by all applicable laws, regulations, or ordinances in order to operate as a commercial payload processing Contractor under this contract. All applicable costs and fees associated with obtaining licenses, permits, site plans, and clearances are included in the contract’s total firm fixed price.

ARTICLE 20 MILESTONE PERFORMANCE AND PAYMENT

The following dates are significant for planning of the Landsat 9 occupancy:

Commencement of cleanroom/airlock environmental data collection: August 3, 2020

SC Hardware Arrival Date/Initial Facility Occupancy: October 9, 2020

Move to Pad Date: December 4, 2020

Launch Date: December 15, 2020

Facility Departure Date: December 18, 2020

A. DEFINITION

For purposes of this clause, the definition of “successful” means the Contracting Officer has determined that the Contractor has fully met all of the assigned milestones and required tasks in a timely manner.

B. PURPOSE AND AUTHORITY

The Contracting Officer will determine the performance price based upon evaluation of the Contractor’s performance at each milestone. This determination will be based upon the success criteria defined in part C of this Article and data input from the Spacecraft Customer and the COR.

C. PROCEDURES

The Contracting Officer will authorize payment based upon how well the Contractor completes five predefined milestones. Milestones one through four will have fixed percentage payments of the price, and the Contractor’s performance will be assessed, but the percentage will not be changed. Upon Contracting Officer authorization of each milestone payment, the Contractor shall submit an invoice in accordance with Article 11, NFS 1852.232-80 Submission of Vouchers/Invoices for Payment (APR 2018). The Contracting Officer may defer payment at any milestone when the Contractor has failed to meet the requirements of the milestone. The payment will only be deferred until that time when all requirements have been met. Milestone five will have a maximum percentage payment, based upon the initial price, which may be reduced based on the Contractor’s performance on milestones one through five.

The five milestones, associated criteria, and percentages are defined as follows:

# Title Payment Percentage 1 Contract Award 10% 2 Certificate of Facility Readiness 25% 3 Initial Facility Occupancy 15% 4 Spacecraft Processing Period 30% 5 Facility Departure 20%

1. Contract Award

The Government will send an award to the Contractor. The Contractor shall provide a Letter of Confirmation agreeing to the proposed processing schedule not more than 15 calendar days after receipt of the award. Upon receipt of the Letter of Confirmation, the Contracting Officer will authorize the milestone payment.

2. The Certificate of Facility Readiness (COFR)

The Contractor is responsible for submittal of the COFR not later than 45 days prior to initial facility occupancy. The Government will provide approval/ disapproval not later than 30 days prior to initial facility occupancy. The approval will involve random inspection of system back-up documentation used in the preparation of the COFR, and may include an inspection or walkthrough of the facility, by the COR or a designee. As a minimum, the COFR shall:

(i) Identify all systems by name

(ii) Identify each system as critical/non-critical

(iii) Provide a brief description of status and readiness of the facility and each facility system

(iv) Provide a copy of the certification for each system’s proofload, calibration, compliance, or inspection

(v) Provide supporting documentation for each system

(vi) Provide a summary of facility modifications implemented since last

NASA usage

(vii) Include an Open Items, Issues and Concerns Section with associated correction plan and date

(viii) Include an Exception, Waivers, and Deviation Section

(ix) Provide a Safety Statement of Readiness

Upon approval of the COFR, the Contracting Officer will authorize the milestone payment.

3. Initial Facility Occupancy

The Contractor shall have provided the necessary equipment and personnel and transported the payload and GSE from the arrival point to the inside of the PPF without incident. The Contractor shall comply with all DRL requirements. In addition, all facility services and systems shall be in place and ready to support Spacecraft User activities. This shall include but not be limited to:

(i) Proof that operational systems (communications, television, RF, etc.) are validated and ready to support

(ii) Proof the administrative systems (desks, telephones, Local Area Network (LAN), Facsimile (Fax) machines, copiers, etc.) are ready for use

(iii) Proof the facility systems (power, gases, compressed air) are in place to support the payload and associated GSE

(iv) Proof that cleanroom specifications have been maintained

Upon completion of this activity, the Contracting Officer will authorize the milestone payment.

4. Spacecraft Processing Period

The Contractor shall demonstrate that all facility systems have met the Government’s minimum requirements as defined in the SOW, all necessary support services and materials have been provided in a timely manner, and any facility system failures or deficiencies have been corrected without causing delay to the processing schedule or impact to flight hardware. When the spacecraft departs the facility, the Contracting Officer will authorize the milestone payment.

5. Facility Departure

The Contractor shall have demonstrated that all facility systems have met the Government’s minimum requirements as defined in the SOW, all necessary support services and materials required at the PPF have been provided in a timely manner during the pad processing and launch periods, and any facility system failures or deficiencies have been corrected without causing delay to the processing or launch schedule. The Contractor shall have provided the necessary equipment and personnel to load and transport the GSE and payload (if required) from the PPF to the departure point without incident. When all mission-related hardware, equipment, and supplies has departed the facility, the Contracting Officer will authorize the milestone payment of up to (or percentage thereof) as defined by the table in Section D, and any increase/decrease due to contract modification.

D. PERFORMANCE PRICE

In the event the Contracting Officer determines that the Contractor has had less than successful performance ratings on any of the five milestones, the Contracting Officer may reduce payment of milestone five based on the following schedule:

Milestone Number Reduction of Payment

1 N/A

2 Up to 5 percent of contract price at the time of milestone payment

3 Up to 3 percent of contract price at the time of milestone payment

4 Up to 6 percent of contract price at the time of milestone payment

5 Up to 4 percent of contract price at the time of milestone payment

The total reduction of total payments will not exceed 10% of the total contract price.

DETERMINATION OF MILESTONE PAYMENT

The Contracting Officer's determination under this clause is final and not subject to the Disputes clause of this contract. The following procedures will be used to determine each earned milestone payment.

1. An initial decision of the milestone payment percentage earned by the Contractor will be made by the Government within five working days (goal) after the Facility Departure Date. Verbal and/or written reports of the Customers as well as the verbal and/or written reports of the Contractor will be considered.

2. The Government will make an initial decision of the earned milestone payment and discuss the decision with the Contractor. The Government will send a written initial decision to the Contractor which will briefly outline the Contractor’s performance on each milestone. Any less than successful performance ratings will be fully documented.

3. In the event the Contractor disagrees with the initial decision, the Contractor may, within seven work days (requirement), notify the Contracting Officer in writing (email is acceptable) of the Contractor’s rationale for disagreement with the initial decision. The Contractor will send a copy of the rationale to the Director of the Procurement Office and the Program Manager of the Launch Services Program at Kennedy Space Center.

4. Within five work days (goal) of receipt of the Contractor’s rationale, the Contracting Officer will consider the initial decision, the Contractor’s rationale, and any other facts or discussions with the COR, the Payload Customer, the Contractor, and Program Manager of the Launch Services Program at Kennedy Space Center, if applicable, and make a determination of the milestone payment earned by the Contractor. The Contractor shall have no right of appeal of the Contracting Officer's determination.

5. The Contracting Officer will issue a letter to the contractor within one working day (goal) of the determination of milestone payment.

ARTICLE 21 FACILITY UPGRADES AND MODIFICATIONS

Any facility upgrades or modifications, permanent or semi-permanent, that are paid for by NASA under this contract to enhance the Contractor’s capability to meet the payload processing requirements of a particular mission will become the property of the Contractor, and the Contractor agrees to make the enhanced capability resulting from such upgrades and modifications available to NASA for future NASA missions at no additional cost to the Government.

ARTICLE 22 HANDLING AND PROTECTION OF RESTRICTED

INFORMATION

A. Definition. “Restricted information,” as used in this clause, means recorded information, regardless of form or the media on which it may be recorded, the use and dissemination of which is restricted, and includes:

(i) Limited rights data;

(ii) Restricted computer software;

(iii) Information incidental to contract administration, such as financial, administrative, cost or pricing, or management information that embody trade secrets or are commercial or financial and confidential or privileged;

and,

(iv) Information designated by NASA as Sensitive but Unclassified (SBU).

B. Restrictions on use and disclosure of restricted information. With regard to any restricted information to which the Contractor…