Europa Clipper RFP.pdf

EXECUTIVE SUMMARY

Europa Clipper Launch Service

RFP #: 80KSC021R0018

NASA is soliciting firm fixed price proposals for the Europa Clipper Launch Service. Evaluation of the proposals will be in accordance with the solicitation, to include FAR Part 12 policies and procedures in conjunction with FAR Part 15 policies and procedures as described in the solicitation. The Government intends to award a contract resulting from this solicitation to the responsible Offeror whose proposal represents the best value to the Government.

The Europa Clipper Launch Service will include the launch vehicle (LV), ground support facilities and equipment, test hardware and software, and all launch services required to integrate the payload to the launch vehicle and deliver the Spacecraft (SC) to its required orbit. The current Initial Launch Capability (ILC) date for Europa Clipper is October 10, 2024 with the planetary launch period extending to October 30, 2024. The launch service for the Europa Clipper mission shall be capable of delivering at a minimum, a 6065kg Europa Clipper spacecraft with Mars Earth Gravity Assist (MEGA) trajectory characteristics as follows:

maximum C3 value of 41.69 km2/ sec2 and a maximum DLA of 31.614 deg.

The Offeror shall be a domestic launch service provider pursuant to Section 201 of Public Law 105-303 “Commercial Space Act of 1998” to be considered for Europa Clipper contract award.

Proposals submitted by Offerors that are not domestic launch service providers pursuant to Section 201 of Public Law 105-303 “Commercial Space Act of 1998”, will be determined non-compliant and excluded from Europa Clipper evaluation.

NASA has attempted to accommodate commercial business practices and methods employed by industry in the development of this solicitation. The following provisions are incorporated:

The Performance Work Statement (PWS) to include the Launch Service Interface

Requirements Document (LSIRD) defines NASA’s performance requirements in lieu of a detailed design specification and requests offerors to propose their launch service capabilities for incorporation into the resulting contract.

Compliance documents are limited to those items mandatory from an Agency policy perspective.

Submission of certified cost or pricing data is not required. See provision at Section E2, 7.0.

Government insight and approval is limited to those items mandatory in accordance with Agency policy. Fulfillment of this clause could require the Contractor to execute third party data rights agreements with its suppliers to provide adequate NASA insight on parts and services procured by the Contractor. See Section C, Clause 25.0.

Table of Contents Europa Clipper 80KSC021R0018 i

Europa Clipper

REQUEST FOR PROPOSAL

TABLE OF CONTENTS

SECTION A STANDARD FORM 1449 ………………………….......... A-1

SECTION B STANDARD FORM 1449 CONTINUATION

TABLE OF CONTENTS ………………………………... B-i

STANDARD FORM 1449 CONTINUATION …………. B-1

SECTION C CONTRACT TERMS AND CONDITIONS

TABLE OF CONTENTS………………………………… C-i

CONTRACT TERMS AND CONDITIONS………….… C-1

SECTION D DOCUMENTS, EXHIBITS, AND ATTACHMENTS

TABLE OF CONTENTS……………..…………………...D-i

ATTACHMENT D1 PERFORMANCE WORK STATEMENT……………… D1-1

ATTACHMENT D2 CONTRACT DATA REQUIREMENT LIST (CDRL)…D2-1

ATTACHMENT D3 SUPPLEMENTAL DATA REQUIREMENTS LIST

(SDRL)……………………...……………..…………..……D3-1

ATTACHMENT D4 SMALL BUSINESS AND SMALLDISADVANTAGED

BUSINESS SUBCONTRACTING PLAN ……..…….......D4-1

ATTACHMENT D5 SAFETY AND HEALTH PLAN …….…………………...D5-1

ATTACHMENT D6 RELIABILITY PLAN ..……………………………….…..D6-1

ATTACHMENT D7 QUALITY MANAGEMENT PLAN ……………………..D7-1

ATTACHMENT D8 WORK PLAN ……….……………..………………………D8-1

ATTACHMENT D9 MOST FAVORED CUSTOMER CERTIFICATION

PLAN……………………………………………………......D9-1

ii

ATTACHMENT D10 ACRONYMS AND ABBREVIATIONS.…………...…… D10-1

ATTACHMENT D11 DEFINITIONS ……….……………..……………………..D11-1

SECTION E SOLICITATION PROVISIONS

TABLE OF CONTENTS…………………………………..E-i

ATTACHMENT E1 REPRESENTATIONS AND CERTIFICATIONS

TABLE OF CONTENTS……………………………….….E1-i

REPRESENTATIONS AND CERTIFICATIONS ……...E1-1

ATTACHMENT E2 INSTRUCTIONS, CONDITIONS, AND NOTICES

TO OFFERORS

TABLE OF CONTENTS.…………………………….…....E2-i

INSTRUCTIONS, CONDITIONS, AND NOTICES

TO OFFERORS.…………………………………………....E2-1

ATTACHMENT E3 EVALUATION CRITERIA

TABLE OF CONTENTS……………………………..……E3-i

EVALUATION CRITERIA…………….…………….…...E3-1

iii

LIST OF TABLES

TABLE B-1 CLIN 1 EUROPA CLIPPER LAUNCH SERVICE……………...B-1

TABLE C-1 LAUNCH SERVICE PAYMENT SCHEDULE……….……......C-10

TABLE C-2 DELIVERY SCHEDULE………………………………………...C-15

TABLE C-3 MISSION SUCCESS PAYMENT SCHEDULE………………...C-20

TABLE D1-A MISSION ANALYSES TO SUPPORT PAYLOAD

INTEGRATION………………………………………………….D1-14

TABLE D1-B MISSION UNIQUE HARDWARE FACTORS

OF SAFETY…………………………………………………..…..D1-26

TABLE D1-C VEHICLE CONFIGURATION……………………………...….D1-29

TABLE D1-D RESERVED

TABLE D1-E RESERVED

TABLE D1-F RESERVED

TABLE D1-G RESERVED

TABLE D1-H INSERTION ACCURACY…………………………………..….D1-30

TABLE D1-I LAUNCH VEHICLE ATTITUDES/RATES AT ISSUANCE OF

PAYLOAD SEPARATION SIGNAL.....…………………….....D1-30

TABLE D1-J ELECTRICAL INTERFACE MINIMUM WIRE

REQUIREMENTS…………………………………………..…...D1-31

TABLE D1-K MAXIMUM FLIGHT-LEVEL PAYLOAD ACOUSTIC

ENVIRONMENT…………….…………………………………..D1-32

TABLE D1-L MAXIMUM FLIGHT-LEVEL PAYLOAD INTERFACE

RANDOM VIBRATION ENVIRONMENT…………………...D1-32

TABLE D1-M MAXIMUM FLIGHT-LEVEL PAYLOAD INTERFACE

SHOCK RESPONSE SPECTRUM………………………….…D1-32

TABLE D1-N PAYLOAD DESIGN CG LIMIT LOAD FACTORS…………D1-33

iv

TABLE D1-O MAXIMUM EXPECTED SINUSOIDAL VIBRATIONS

AT THE BOLTED INTERFACE………………………………D1-33

TABLE D1-P CONTRACTOR-PROVIDED PAYLOAD ENVIRONMENT

INSTRUMENTATION………………………………………….D1-33

TABLE D2-A CDRL INDEX……………………………………………….…...D2-1

TABLE D3-A SDRL INDEX………………………………………………...…..D3-1

TABLE E2-A PROPOSAL VOLUMES…………….…………………………..E2-18

TABLE E2-B PROPOSAL VOLUME DUE DATES...………………………...E2-20

TABLE E2-C MISSION SUITABILITY VOLUME REQUIREMENTS…….E2-28

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LIST OF FIGURES

FIGURE D1-1 MAXIMUM PAYLOAD STATIC ENVELOPES……………..D1-30

FIGURE D1-2 PAYLOAD ADAPTER AND INTERFACES…………….........D1-31

FIGURE D1-3 MAXIMUM ELECTROMAGNETIC RADIATION LEVELS

ENCOUNTERED ON PAYLOAD………………………….......D1-32

FIGURE D1-4 PLF PRESSURE PROFILES AND DEPRESSURIZATION

RATE..………………………………………………………..…...D1-32

FIGURE D1-5 MAXIMUM QUASI-STEADY ACCELERATION AS A

FUNCTION OF EUROPA CLIPPER LAUNCH STACK

MASS ……………………………………………………………..D1-33

FIGURE D1-5A MAXIMUM THERMAL ENVIRONMENT DURING

ASCENT…………………………………………………………..D1-33

FIGURE D2-1 POWER -vs- PLUS COUNT TIME.……….………….……..….D2-37

Section A Europa Clipper

SF 1449 80KSC021R0018

A-1

SECTION A

STANDARD FORM 1449

A-2

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE 1 OF 1

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER

NUMBER

5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

80KSC021R0018 March 5, 2021

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

Jennifer D. O’Neill See Section E2, 6.5

9. ISSUED BY CODE OP-LS 10. THIS ACQUISITION IS UNRECTRICTED OR SET ASIDE________% FOR:

SMALL BUSINESS WOMEN-OWNED SMALL BUSINESS

HUBZONE SMALL (WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

BUSINESS SMALL BUSINESS PROGRAM

SERVICE-DISABLED EDWOSB

VETERAN-OWNED

SMALL BUSINESS 8(A) NAICS: 336414

SIZE STANDARD: 1250

NASA John F. Kennedy Space Center Procurement Office, Mail Code: OP-LS Attn: Jennifer D. O’Neill Kennedy Space Center, Florida 32899

11. DELIVERY FOR FOB DESTINATION

UNLESS BLOCK IS MARKED

SEE SCHEDULE

12. DISCOUNT

TERMS

13a. THIS CONTACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING DO-C9

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE OP-LS 16. ADMINISTERED BY

CODE

OP-LS

Same as Block 9

Same as Block 9

17a. CONTRACTOR/ CODE

OFFEROR

FACILITY

CODE

18a. PAYMENT WILL BE MADE BY CODE

DUNS: NASA Shared Services Center (NSSC) Financial Management Division (FMD) – Accounts Payable Bldg 1111, C. Road, Stennis Space Center, MS 39529 Email: NSSC-AccountsPayable@nasa.gov Fax: 866-209-5415

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT

SUCH ADRESS IN OFFER

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

BLOCK IS CHECKED. SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

Europa Clipper LAUNCH SERVICES IN

ACCORDANCE

WITH SECTIONS B, C, AND D

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

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1 COPY

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 HEREIN.

29. AWARD OF CONTRACT: REFERENCE OFFER

DATED . YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDES ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING

OFFICER)

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

SIGNED

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

31c. DATE

SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449 (REV 2/2012)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA – FAR (48CFR) 53.212

Section B Europa Clipper 80KSC021R0018 Table of Contents

B-i

SECTION B

STANDARD FORM 1449 CONTINUATION

1.0 SCHEDULE OF SUPPLIES AND/OR SERVICES TO BE PROVIDED…. B-1

2.0 EUROPA CLIPPER LAUNCH SERVICE………………………………….. B-1

3.0 TOTAL CONTRACT AMOUNT.…………………………………………….. B-2

4.0 MOST FAVORED CUSTOMER.…………………………………………….. B-2

LIST OF TABLES

TABLE B-1 CLIN 1 EUROPA CLIPPER LAUNCH SERVICE……….………..…..B-1

Section B Europa Clipper SF 1449 Continuation 80KSC021R0018

B-1

STANDARD FORM 1449 CONTINUATION

1.0 SCHEDULE OF SUPPLIES AND/OR SERVICES TO BE PROVIDED

The Contractor shall provide all services, facilities, and resources (except as may be expressly stated in this contract as furnished by the Government) necessary to perform the Europa Clipper launch service in accordance with (IAW) the Performance Work Statement (PWS), Exhibits, and Documents attached hereto.

2.0 EUROPA CLIPPER LAUNCH SERVICE

The Europa Clipper Launch Service, Contract Line Item Number (CLIN) 1, is a firm fixed price CLIN with two SubCLINs as shown in Table B-1, CLIN 1 Europa Clipper Launch Service. SubCLIN 1A is for the Standard Launch Service and Standard Mission Integration. SubCLIN 1B is for Mission Unique Services in accordance with the PWS.

Once payment begins on the Europa Clipper launch service and NASA insight commences, the Government reserves the right to approve any Contractor initiated changes to the common launch vehicle configuration or reallocation of launch vehicle hardware designated for Europa Clipper, in accordance with Section C, Clause 25.0, Government Insight and Approval. NASA approved Contractor initiated changes to the common launch vehicle configuration shall be subject to the launch vehicle certification requirements of Section C, Clause 3.0 and shall be at no increase to the contract price.

CLIN

Description of Supplies and Services Firm Fixed Price

Contract Mod

Qty Unit

Unit Price

Total Amount

Europa Clipper Launch Service

1 TBP

Launch Period: 10/10/24-10/30/24 Period of Performance: ATP through Launch + 3 months

1 Service TBP

SubCLIN

1A Standard Launch Service and Standard

Mission Integration in accordance with the PWS and Exhibit 2

1 Lot TBP TBP

1B Mission Unique Services in accordance with

PWS and Exhibit 9 1 Lot TBP

MUS 1.0 TBP 1 Ea TBP

Table B-1 CLIN 1 Europa Clipper Launch Service

Section B Europa Clipper SF 1449 Continuation 80KSC021R0018

B-2

3.0 TOTAL CONTRACT AMOUNT

The total firm fixed price of the contract for all definitized work under the contract is

TBP.

4.0 MOST FAVORED CUSTOMER

The Contractor hereby certifies the Europa Clipper CLIN price for standard launch services (including standard mission integration) under this contract are no higher than the lowest price charged to any other commercial or U.S. Government customer for an equivalent launch service during the twelve (12) months both preceding and following contract award. The Government shall be entitled to a one-time reduction in contract price if the Europa Clipper standard launch service fails to meet this certification. The price credit will be equal to the difference between the standard launch service price under this contract and the lower price awarded for an equivalent launch service.

Section C Europa Clipper

Contract Terms and Conditions 80KSC021R0018

C-i

SECTION C

CONTRACT TERMS AND CONDITIONS

1.0 FAR 52.212-4 CONTRACT TERMS AND CONDITIONS

COMMERCIAL ITEMS (TAILORED)……………..………. C-1

2.0 AS9100 THIRD PARTY CERTIFICATION.………………………………….. C-3

3.0 LAUNCH VEHICLE CERTIFICATION……………….……………………… C-3

4.0 FIRST FLIGHT OF VEHICLE BLOCK UPGRADES ……………………….. C-8

5.0 LAUNCH SERVICE PAYMENTS, MILESTONE EVENTS AND

COMPLETION CRITERIA…………………………………..…..…..…..……....C-8

6.0 NFS 1852.232-77 LIMITATION OF FUNDS (FIXED-PRICE CONTRACT)..C-11

7.0 SECURITY FOR LAUNCH SERVICE PAYMENT FINANCING……………C-13

8.0 RESERVED……………………………………………………………….………..C-14

9.0 RESERVED………………………………………………………………………...C-14

10.0 RESERVED……………………………………………………………………..… C-14

11.0 RESERVED……………………………………………………………………..… C-14

12.0 RESERVED……………………………………………………………………….. C-14

13.0 RESERVED……………………………………………………………………..… C-14

14.0 RESERVED……………………………………………………………………..… C-15

15.0 PRESERVATION, PACKING, PACKAGING, AND MARKING FOR

DOCUMENTATION……………………………………………………...…..….. C-15

16.0 FAR 52.246-11 HIGHER LEVEL CONTRACT QUALITY

REQUIREMENT ……………………………..……………… C-15

17.0 INSPECTION SYSTEM RECORDS……………………………………………. C-15

18.0 REQUIRED TIME OF DELIVERY FOR LAUNCH SERVICES.……...…… C-15

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19.0 ADJUSTMENTS TO LAUNCH SCHEDULE………………………………….. C-16

20.0 PLACE OF PERFORMANCE…………………………………………………... C-18

21.0 RESERVED……………………………………………………………………….. C-18

22.0 RESERVED……………………………………………………………………….. C-18

23.0 USE OF GOVERNMENT PROPERTY, FACILITIES, AND ASSETS……… C-18

24.0 MISSION SUCCESS DETERMINATION, INVESTIGATION, AND

CORRECTIVE ACTIONS……………………………………………………..... C-18

25.0 GOVERNMENT INSIGHT AND APPROVAL………………………………... C-22

26.0 GOVERNMENT LAUNCH READINESS ASSESSMENT…………………… C-25

27.0 LICENSES AND PERMITS FOR A LAUNCH SERVICE OPERATOR……. C-26

28.0 ADVANCE UNDERSTANDING REGARDING TERMINATION

SETTLEMENT UNDER FAR 52.212-4(l)………………………………………..C-26

29.0 RESERVED……………………..………………………………………………….C-26

30.0 EXPORT CONTROL AND FOREIGN NATIONALS………………………….C-26

31.0 DOMESTIC SOURCE CRITERIA…………………………………………….....C-27

32.0 LIABILITY FOR THIRD PARTY CLAIMS………………………………….....C-28

33.0 FAR 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS –

COMMERCIAL ITEMS (ALT I) …………………….............C-30

34.0 FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO

IMPLEMENT STATUTES OR EXECUTIVE ORDERS –

COMMERCIAL ITEMS…………..……………………………C-30

35.0 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (DEVIATION)

WITH ALTERNATE II ……………………………………......C-36

36.0 LISTING OF CLAUSES ………………………………………………………… ...C-48

37.0 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE..………... ...C-55

38.0 SPECIAL UNDERSTANDING REGARDING DAMAGE TO

GOVERNMENT PAYLOADS…………………………………………………......C-55

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39.0 RESERVED……………………………………………………………………….C-55

40.0 LAUNCHES WITH COMMON LAUNCH VEHICLE HARDWARE PRIOR TO

EUROPA CLIPPER LAUNCH………………………………………………….C-55

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LIST OF TABLES

TABLE C-1 LAUNCH SERVICE PAYMENT SCHEDULE………………………... C-10

TABLE C-2 DELIVERY SCHEDULE….…………………………………………….. C-15

TABLE C-3 MISSION SUCCESS PAYMENT SCHEDULE………………………... C-20

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CONTRACT TERMS AND CONDITIONS

1.0 FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL

ITEMS ( OCT 2018)

1.1 TAILORED PARAGRAPHS IN 52.212-4

(a) Inspection/Acceptance. Pursuant to FAR Subpart 12.402(b), FAR clause 52.246- 11 Higher-Level Contract Quality Requirement (Dec 2014) shall govern and apply to this contract and is provided in full text in Section C, Clause 16.0. For the launch service Contract Line Item Number (CLIN) prior to launch, the provisions of FAR clause 52.246-4 Inspection of Services—Fixed-Price (Aug 1996) shall govern and apply to this contract and is incorporated herein by reference. The Government reserves the right to perform in-process inspection or testing of any supplies or launch services tendered for acceptance prior to launch.

The Government will accept only those launch services that successfully deliver an undamaged Europa Clipper payload to the proper orbit conditions within specified insertion accuracies, provide the required separation signal, and do not exceed the environmental parameters stated in the Interface Control Document (ICD) except as otherwise provided in this contract. Acceptance of launch service CLIN, and remedies for a partial or failed mission shall be in accordance with contract Section C, Clause 24.0, Mission Success Determination, Investigation, and Corrective Actions. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. For supplies or services other than launch services, the Government will require repair or replacement of nonconforming supplies or re-performance of nonconforming services at no increase in contract price. For launch services, the Government must exercise its post-acceptance rights within the time specified in contract Section C, Clause 24.0, Mission Success Determination, Investigation, and Corrective Actions. For supplies or services other than launch services, the Government must exercise its post-acceptance rights:

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

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

(c) Changes. FAR clause 52.243-1 Changes - Fixed-Price (Aug 1987), with its Alternate I (Apr 1984), is hereby incorporated by reference.

(f) Excusable delays. Tailored to include: Excusable delays for launch delays by either party are identified and shall be resolved in accordance with contract Section C, Clause 19.0, Adjustments to Launch Schedule.

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(g) Invoice. Tailored to add the following:

SUBMISSION OF INVOICES FOR PAYMENT

(1) 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.

(2) Improper invoices. The NSSC Payment Office will notify the contractor of any apparent error, defect, or impropriety in a voucher/invoices within seven calendar days ofreceipt by the NSSC Payment Office. Inquiries regarding requests for payment should be directed to the NSSC as specified in paragraph

(b) of this section.

(3) 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.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience subject to the terms of this contract specified in contract Section C, Clause 28.0, Advance Understanding Regarding Termination Settlement under FAR Clause 52.212-4(l).

(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, (1) failure to meet the launch period; (2) failure to make progress, so as to endanger performance of the contract including failure to make substantive progress toward certification (including successful flights), to certify or maintain a certified launch vehicle, or to comply with any contract terms and conditions; or (3) failure 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, including all launch service payments previously paid and all launch service payments remaining to be paid, 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. Unless otherwise specified in a mission unique service, title to items furnished in conjunction with services under this contract shall remain with the Contractor. In accordance with 51 U.S.C. 50131, NASA shall not take title to launch vehicles under contracts for launch services.

(o) Warranty. Unless otherwise specified in a mission unique service, the Contractor makes no warranty, express or implied, with respect to the services delivered or performed hereunder.

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(p) Limitation of liability. Except as provided for in paragraphs (a) and (j), the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

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

Tailored to include:

(1) The schedule of supplies/services. The ICD (Exhibit 8) shall take precedence over the Mission Solution (Exhibit 9) once the ICD is incorporated by reference into the contract.

2.0 AS9100 THIRD PARTY CERTIFICATION

The Contractor shall obtain and maintain through the performance of this contract an AS9100 third party certification from a Registrar that is accredited by a body recognized by either the ANSI-ASQ National Accreditation Board (ANAB) or the International Aerospace Quality Group (IAQG), for any corporation, corporate divisions, subsidiaries, joint ventures, partner(s) and/or other business entity actually performing launch vehicle manufacturing, management, payload/launch vehicle integration, testing and launch.

3.0 LAUNCH VEHICLE CERTIFICATION

3.1 The Europa Clipper common launch vehicle configuration must be Category 3 certified by NASA in accordance with NPD 8610.7D, ELV Risk Mitigation Policy for NASA- Owned or NASA-Sponsored Payloads. The Europa Clipper common launch vehicle configuration certification will be performed in accordance with paragraph 3.2(E). Any changes to the contracted common Launch Vehicle configuration as defined in Exhibit 1 shall be agreed to bilaterally.

3.2 Certification Criteria:

(A) For contract award, the Contractor shall provide a detailed, viable plan, subject to Government assessment and acceptance, to achieve all certification requirements prior to launch. The certification plan (Attachment D1, Exhibit 7) submitted will be exempt from disclosure as provided under the FOIA.

(B) The common launch vehicle configuration shall be certified to risk mitigation

Category 3 prior to launch of Europa Clipper in accordance with NPD 8610.7D.

(C) The proposed common launch vehicle configuration Certification Plan shall address all requirements of Category 3, Alternative 3 or Category 3, Alternative 2 in accordance with NPD 8610.7. The Government will not bear any cost associated with the development and delivery of any Launch Service Contractor (LSC) documentation required for the certification of the common launch vehicle configuration.

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(D) The LSC provided information shall support certification evaluations, findings, and residual risk determination completion no later than L-12 months to avoid overlap with launch readiness activities. Emphasis of the Government will be placed on the earliest practicable identification of corrective actions, and associated residual risk if the actions are not taken. The LSC shall emphasize implementation of the corrective actions at the earliest practicable date. The Manager of the Launch Services Program will make the final determination of successful assessment completion, and grants certification with input from the Engineering and SMA Technical Authorities.

(E) The Contractor shall conduct/participate in technical reviews and submit all information determined to be necessary by the Government for evaluation and determination of certification category as described below:

(i) NPD 8610.7, Category 3, Alternative 3 - A minimum of three successful flights (with two of the three successful flights being consecutive) of a common launch vehicle configuration and the LSC shall participate with the government in a review of vehicle characteristics and LSC processes as follows:

(a) LAUNCH VEHICLE ASSESSMENT

(1) Launch Vehicle Design: The Government will conduct a review to assess the launch vehicle predicted design reliability.

(2) Vehicle Flight Hardware/Software Qualification: The Government will make a comprehensive assessment of the LSC’s qualification rationale including but not limited to environments derivation, design information, associated analyses, Basis of Similarity claims and qualification and acceptance test plans. The LSC shall submit documented and comprehensive vehicle qualification and acceptance test results, including resolution of test anomalies, from its environmental, propulsive, avionics, and payload electrical/mechanical interface testing programs.

(3) Flight Margin Verification: For the three successful flights the

Government will make a comprehensive assessment that the demonstrated vehicle configuration flight met the predicted vehicle and performance parameters within three sigma criteria. Actual vehicle and performance parameters which exceed three sigma predictions will be investigated by the Government as anomalies regardless of mission success determination, as defined in LSP- PLN-324.01. The assessment will include an understanding of any launch vehicle failures and associated corrective actions for flights which do not undergo a Flight Margin Verification (FMV).

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(4) Demonstrated System Safety: The Government will require the

LSC to submit documentation to verify compliance to EWR 127.1 or AFSPCMAN 91-710 as prescribed by the Eastern or Western Range (or equivalent for launch sites other than Eastern and Western ranges) with regard to its launch vehicle systems.

(5) Launch Complex: The Government will make an assessment of the

Launch Service Complex and the associated support equipment.

This will be a system level engineering review of launch complex structural, mechanical, fluid and electrical ground to vehicle interfaces with respect to their affect upon the completion of the mission objectives.

(6) Launch Vehicle Analyses: The Government will conduct a comprehensive launch vehicle Independent Verification and Validation (IV&V), based on the specifics of the common launch vehicle configuration. This may include all or a subset of the following: Flight design, flight software, control dynamics, guidance, coupled loads, environments, thermal, stress and structures, and Electromagnetic Compatiblity/Radio Frequency

(EMC/RF).

(7) Full Vehicle Fishbone: The Government will require the LSC to perform a formal cause and effect analysis of the launch service, including the common launch vehicle configuration, beginning with the top-level effect of mission loss. An Ishikawa-style cause-and-effect (aka “fishbone”) diagram will be used to guide the analysis. The cause and effect analysis will examine and document the evidence supporting a mission loss outcome due to defects in human error (i.e. Man), hardware/software failure (i.e.

Machine), design and manufacturing (i.e. Method), material defect (i.e. Material), or measurement/instrumentation error (i.e.

Measurement). The depth of this analysis will extend to the failure of every discreetly qualified flight-critical component on the vehicle (e.g. avionics box, pneumatics pressure vessel, propellant valve, primary structure). Outcomes will be determined based on a documented set of credibility codes (e.g. confirmed, likely, credible, unlikely, not credible) delineating specific rules of evidence required for disposition. All dispositions will be documented by the LSC and reviewed for acceptance by the Government.

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(b) MANAGEMENT AND PROCESS AUDITS

(1) Flight Hardware/Software Operational/Integrated Test Processes.

The Government will conduct an assessment of all flight vehicle hardware environmental, assembly-level, and integrated assembly test processes including post flight operations/anomaly resolution process.

(2) Manufacturing Processes. The Government will conduct audits/2nd party audits with focus on the LSC’s manufacturing processes.

(3) Quality Systems. The Government will conduct an audit of the LSC’s management processes, quality systems, and problem reporting and corrective action systems. The Government will utilize industry accepted practices to perform the audits using AS9101F Quality Management Systems Audit Requirements for Aviation, Space, and Defense Organizations as a set of reference guidelines.

(4) Risk Mitigation. The Government will review documented risk management policies with respect to the identification, tracking, analysis, and mitigation techniques used to manage potential impacts to delivery of the launch service. Specific mitigated and accepted technical and safety risks for the common launch vehicle configuration will be reviewed by the government.

(5) Systems Engineering: This item will be evaluated as early as possible in the certification process. The Government will assess the LSC’s Systems Engineering Practices. Included elements are the LSC’s engineering decision making process (e.g. informal and/or formal reviews, boards, documentation and communication of decisions), documented test philosophy (i.e. use of test like you fly principals), knowledge of suppliers design and evaluation of supplier changes, requirements definition, requirements tracking, requirements verification, configuration management system, existing documentation system discipline, design process control, problem reporting and corrective action practices.

(ii) NPD 8610.7, Category 3, Alternative 2 - A minimum of six successful flights (with three of the six successful flights being consecutive) of a common launch vehicle configuration and the LSC must participate with government in a review of vehicle characteristics and LSC processes as follows:

All of the elements of the above category 3, Alternative 3 assessments (section 3.2(E)(i)) and audits will be conducted with the following changes.

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A minimum of six FMVs will be performed. Vehicle Flight Hardware/Software Qualification and the Launch Service Complex will be assessed through the successful completion of a Government review concurrent with an LSC Design Certification Review (DCR).

The objective of the DCR is to hold a government review during a LSC presented review of the final/actual design implementation/fabrication, component qualification, and system level qualification/compatibility. A DCR for purposes of certification is essentially an updated critical design review (CDR) after the new common launch vehicle configuration has completed its design, fabrication, qualification testing, analysis and initial set of flights. Realistically, some amount of design is likely to be in progress at the time a CDR is convened and qualification is obviously not expected to be complete at CDR. Typically, analyses at CDR are preliminary in nature and must often be finalized later. Further, there are always design changes between CDR and final implementation and as a result of initial flights of a new LV.

The expectations for the DCR(s) are as follows:

(a) NASA will review the LSC provided CDR documentation (e.g.

requirements, design, analyses, reports), and LSC updates to CDR documentation if any, existing qualification test reports, existing LV analyses, and LSC’s Post Qualification Review documentation (internal set of reviews assessing qualification of CLVC leading to first flight).

(b) The Government will perform FMV after the first flight of the new CLVC using LSC provided pre-flight predictions and telemetry.

(c) After FMV for the first flight is complete, the LSC will conduct a NASA DCR with specific agenda items established by NASA after the review noted in item (a) and (b).

(d) The NASA DCR presentation package will be available at least one month prior to the review.

(e) The NASA DCR will review the design changes or qualification status changes that occurred subsequent to the LSC Post Qualification Review or as a result of the common launch vehicle configuration initial flight(s).

(f) The NASA DCR will review the component qualification rationale (similarity, test, analysis) for all NASA or LSC identified components (either new, changed or subject to new environments or functional requirements) by presenting a summary of applicable tests (set up, test cases, results, significant anomalies), analyses, margins, or similarity assessments.

(g) The NASA DCR will review the qualification rationale for the system as a whole.

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(h) The NASA DCR will review methodology and results of current analyses.

(i) The NASA DCR will review the LSC’s approach (e.g. standards, items tested, margins, measurements etc.) to hardware acceptance testing for the launch vehicle.

3.3 NASA reserves the right to require a specific launch vehicle certification alternative.

This determination will be made prior to contract award.

3.4 For major modifications to certified launch vehicles that do not require a new certification, NASA may require additional technical insight into the design, manufacturing, testing, integration, and first launch of the effected systems and launch vehicle.

3.5 In the event of a launch failure of the Europa Clipper common launch vehicle configuration, LSP may participate in or perform a failure investigation/return-to-flight board to approve the cause and corrective action for the launch vehicle configuration.

4.0 FIRST FLIGHT OF VEHICLE BLOCK UPGRADES

For vehicle block upgrades, whether for the fleet or Europa Clipper specific, that are not considered common launch vehicle configuration changes, the launch vehicle shall have at least one flight of the booster stage, upper stage, booster engine, upper stage engine, avionics architecture, and fairing described in Table D1-C of Exhibit 1 no later than 12 months before the Europa Clipper launch.

5.0 LAUNCH SERVICE PAYMENTS, MILESTONE EVENTS AND COMPLETION

CRITERIA

5.1 Upon successful completion of a milestone event and submission of a properly certified invoice, the Contractor may request commercial interim payments. The commercial interim payments will be paid in accordance with the payment schedule shown in Table C-1 and based on the milestone events identified in the contract Work Plan (Attachment D8).

5.2 Commercial interim payments are contract financing payments that are not payment for accepted items. Commercial interim payments are fully recoverable, in the same manner as progress payments, in the event of default. Commercial interim payments are contract financing payments and, therefore, are not subject to the interest-penalty provisions of prompt payment. However, these payments shall be made in accordance with the Agency's policy for prompt payment of contract financing payments.

5.3 Scheduled dates in Table C-1 represent invoice submission dates. The payment schedule may be deferred or canceled by the Government if the Contractor fails to make substantial progress in accomplishing the major launch service milestone events in the attached contract Work Plan. Payments falling due in the first quarter of each

C-9 fiscal year (October - December) shall be paid promptly to the maximum extent practicable, but shall not be considered late until January 31 of the following calendar year. In the event the contractor completes a milestone ahead of the milestone completion date, the contractor may submit a proper invoice and the Government will consider on a case-by-case basis, the early payment of the milestone.

5.4 RESERVED

5.5 This paragraph will apply to any postponement declared by the Government or the

Contractor for any reason, including launch schedule adjustments and Contractor failure to make substantial progress in accordance with launch service milestone events (as determined by the Government under this clause). In the event of a launch schedule adjustment by the Government or Contractor in accordance with contract Section C, Clause 19.0, Adjustments to Launch Schedule, the payment schedule for the launch service CLIN and SubCLIN shall be postponed for the length of the delay, if necessary, by the Government to correspond with the new launch date and the milestone events in the attached Work Plan. The requirement to make substantial progress in general conformance with the attached Work Plan, however, is not waived for the postponed launch service. In the event of a launch schedule adjustment by the Government or Contractor, the Government or Contractor shall be entitled to an equitable adjustment as determined by contract Section C, Clause 19.0, Adjustments to Launch Schedule.

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Table C-1: Launch Service Payment Schedule

1 The Contracting Officer will either approve the final payment (Launch+ 03M) within thirty

(30) days after receipt of the Final Flight Report, (CDRL C4-13) or withhold the final payment in accordance with the provisions of contract Section C, Clause 24.0, Mission Success Determination, Investigation, and Corrective Actions.

The final payment (Launch + 03M) shall not be made in event of partial mission success or failed mission determination by the Government in accordance with contract Section C, Clause 24.0. In the event of a partial mission success or failed mission, the final payment shall be forfeited by the Contractor and is not recoupable. In the event of a failed mission determination, an additional 15% of the launch service price shall be returned to the Government. If funds are not returned within thirty (30) days of a failed mission determination, the funds shall be subject to interest penalties at the prevailing U.S. Treasury interest rate established for Prompt Payment.

Milestone/ Commercial Interim Payment

Invoice Submission Date

Payment(s) Amount

Individual Amount of Launch Service Payments

Cumulative Amount of Launch Service Payments

Termination for Convenience of the Government Repayment Schedule –

No.

Months Before / After Launch

(% of Launch Service CLIN Price)

Percentage (%) of Cumulative Payments Made to Date to be Returned to Government

1 ATP ATP 5 TBP TBP 50

2 4/10/2022 L-30 5 TBP TBP 50

3 7/10/2022 L-27 9 TBP TBP 50

4 10/10/2022 L-24 9 TBP TBP 50

5 1/10/2023 L-21 9 TBP TBP 50

6 4/10/2023 L-18 6 TBP TBP 50

7 7/10/2023 L-15 6 TBP TBP 50

8 10/10/2023 L-12 8 TBP TBP 50

9 1/10/2024 L-09 6 TBP TBP 50

10 5/10/2024 L-05 8 TBP TBP 50

11 6/10/2024 L-04 2 TBP TBP 50

12 7/10/2024 L-03 2 TBP TBP 50

13 10/10/2024 Launch1 15 TBP TBP --

14 1/10/2025 Launch +

10 TBP TBP --

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5.6 The Contractor agrees in the event of a termination of this contract pursuant to contract

Section C, Clause 28.0, Advance Understanding Regarding Termination Settlement Under FAR Clause 52.212-4(l), the Government shall not be obligated in any event to pay or reimburse the Contractor any amount in excess of the amount already obligated to the contract. The Contractor shall not be obligated to continue performance of the work beyond such point. The Government shall not be obligated in any event to pay or reimburse the Contractor in excess of the amount obligated to the contract on a quarterly basis, notwithstanding anything to the contrary in contract Section C, Clause 28.0, Advance Understanding Regarding Termination Settlement Under FAR 52.212- 4(l) and NFS 1852.232-77 Limitation of Funds (Fixed-Price Contract) (Mar 1989).

5.7 The Contracting Officer will unilaterally determine the Contractor’s accomplishment and successful completion of each milestone event. The Contracting Officer’s determination of milestone event completion will include, but is not limited to, the accomplishment criteria listed for the major milestone events set forth in Attachment D8, Work Plan. In addition, the Contracting Officer will determine if the following are complete for each payment requested: all Contract Data Requirements List (CDRL) data item deliverables for which delivery is required prior to the requested payment and all previous events have been met. Approval of the final payment will be made in accordance with contract Section C, Clause 24.0, Mission Success Determination, Investigation, and Corrective Actions.

6.0 NFS 1852.232-77 LIMITATION OF FUNDS (FIXED-PRICE CONTRACT)

(MAR 1989)

(a) Of the total price of CLIN 1, the sum of $TBD is presently available for payment and allotted to this contract. It is anticipated that from time to time additional funds will be allocated to the contract as required by the payment schedule in contract Section C, Clause 5.0, Launch Service Payments, Milestone Events and Completion Criteria, until the total price of said CLINs is allotted.

(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 contract Section C, Clause 1.0(l) “Termination for the Government’s convenience” of this contract, the total amount payable by the Government pursuant to contract Section C, Clause 1.0(l) would equal the amount retained by the Contractor pursuant to Section C, Clause 5.0 and Table C-1. 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 contract Section C, Clause 1.0(l) “Termination for the Government’s convenience” notwithstanding.

(c) (1) It is contemplated that funds presently allotted to this contract will cover the work to be performed until TBD.

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(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 sixty (60) days the work will reach a point at which, if the contract is terminated pursuant to contract Section C, Clause 1.0(l) “Termination for the Government’s convenience” of this contract, the total amount payable by the Government pursuant to contract Section C, Clause 1.0(l) would equal the amount retained by the Contractor pursuant to contract Section C, Clause 5.0 and Table C-1.

(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, sixty (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 contract Section C, Clause 1.0(l) “Termination for the Government’s convenience”.

(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(s) (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.

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(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 Termination for Cause 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 contract Section C, Clause 1.0(l) “Termination for the Government’s convenience” of this contract.

7.0 SECURITY FOR LAUNCH SERVICE PAYMENT FINANCING

7.1 Requirements for payment. Payments will be made under this contract upon submission of properly certified invoices or vouchers by the Contractor, and approval by the administering office, NASA John F. Kennedy Space Center. The amount of all invoices or vouchers submitted shall not exceed the total contract price for all CLINs.

7.2 Security. Pursuant to FAR Subpart 32.202-4 Security for Government Financing and

10 U.S.C. 2307(f) and 41 U.S.C. 4505, the Government is required to obtain adequate security for Government financing. Adequate security for payments made under this contract shall be required in the form of a preferred creditor's lien. The Contractor shall grant the Government a preferred creditor's lien i.e., a first lien paramount to all other liens against all work in process sufficient to recompense the Government for all monies advanced under this contract should the Contractor's performance prove to be materially unsatisfactory.

7.3 Insurance. The Contractor represents and warrants that it maintains with responsible insurance carriers (1) insurance on plant and equipment against fire and other hazards to the extent similar properties are usually insured by others operating plants and properties of similar character in the same general locality; (2) adequate insurance against liability on account of damage to persons or property; and (3) adequate insurance under all applicable workers' compensation laws. The Contractor agrees that, until work under this contract has been completed and all payments made under this contract have been liquidated, it will maintain this insurance and furnish any certificates with respect to its insurance that the administering office may require.

7.4 Representations and Warranties. The Contractor represents and warrants the following:

(A) The balance sheet, the profit and loss statement, and any other supporting financial statements furnished to the administering office fairly reflect the financial condition of the Contractor at the date shown or the period covered, and

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(B) No litigation or criminal or civil proceedings are presently pending or threatened against the Contractor, which would jeopardize performance under this contract, except as shown in the financial statements.

(C) The Contractor has disclosed all contingent liabilities in the financial statements furnished to the administering office.

(D) None of the terms in this clause conflict with the authority under which the

Contractor is doing business or with the provision of any existing indenture or agreement of the Contractor.

(E) The Contractor has the power to enter into this contract and accept payments, and has taken all necessary actions to authorize the acceptance under the terms of this contract.

(F) The assets of the Contractor are not subject to any lien or encumbrance of any character, which would jeopardize performance under this contract, except for current taxes not delinquent and except as shown in the financial statements.

There is no current assignment of claims under any contract affected by these payment provisions.

(G) All information furnished by the Contractor to the administering office in connection with each request for payment is true and correct.

(H) These representations and warranties shall be continuing and shall be considered to have been repeated by the submission of each invoice for payments.

7.5 Work Plan Submission. The Contractor shall comply with the Work Plan that identifies the major milestone events and a corresponding narrative of the work activity necessary to accomplish the major milestone events.

8.0 RESERVED

9.0 RESERVED

10.0 RESERVED

11.0 RESERVED

12.0 RESERVED

13.0 RESERVED

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14.0 RESERVED

15.0 PRESERVATION, PACKING, PACKAGING, AND MARKING FOR

DOCUMENTATION

Preservation, packing, packaging and marking for shipment of all items ordered hereunder shall be in accordance with commercial practice and adequate to insure safe transportation, acceptable by common carrier, and transportation at the most economical rate(s). The Contractor shall place identical requirements on all subcontracts for items delivered to NASA.

16.0 FAR 52.246-11 HIGHER LEVEL CONTRACT QUALITY REQUIREMENT (DEC

2014)

The Contractor shall comply with the higher-level quality standard selected below.

Title Number Date Tailoring

Aerospace QMS AS9100 Rev D 2016

17.0 INSPECTION SYSTEM RECORDS

The Contractor shall maintain records evidencing inspections in accordance with…