VADR RFP_on-ramp 2023 Amendment 1.pdf

VADR RFP 80KSC021R0034_Rev A Amendment 1

Table of Contents Table of Contents

SECTION 1 – CONTINUATION OF SF 1449

CONTRACT PRICING

SECTION 2 – ADDENDUM TO FAR 52.212-4, CONTRACT TERMS AND

CONDITIONS – COMMERCIAL ITEMS (OCT 2018)

2.1 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

2.2 LISTING OF CLAUSES INCORPORATED BY REFERENCE

2.3 FAR 52.216-18 -- ORDERING (AUG 2020)

2.4 FAR 52.216-19 -- ORDER LIMITATIONS (OCT 1995)

2.5 FAR 52.216-22 -- INDEFINITE QUANTITY (OCT 1995)

2.6 NFS 1852.228-78 -- CROSS-WAIVER OF LIABILITY FOR SCIENCE OR SPACE

EXPLORATION ACTIVITIES UNRELATED TO THE INTERNATIONAL SPACE

STATION (OCT 2012)

2.7 NFS 1852.232-80 -- SUBMISSION OF VOUCHERS/INVOICES FOR PAYMENT

(APR 2018)

2.8 FAR 52.212-4(S)(1) ORDER OF PRECEDENCE. ANY INCONSISTENCIES IN

THIS SOLICITATION OR CONTRACT SHALL BE RESOLVED BY GIVING

PRECEDENCE IN THE FOLLOWING ORDER (TAILORED) AS FOLLOWS:

2.9 MISSION SUCCESS CRITERIA

2.10 SECURITY FOR LAUNCH SERVICE PAYMENT FINANCING

2.11 ON-RAMP AND TECHNOLOGY INSERTION

2.12 TASK ORDERING PROCEDURES

2.13 USE OF GOVERNMENT PROPERTY, FACILITIES, ASSETS, OR SERVICES

2.14 LICENSES, PERMITS, AND INSURANCE FOR A LAUNCH SERVICE OPERATOR

2.15 KENNEDY SPACE CENTER BADGING ISSUANCE AND IDENTITY

VERIFICATION PROCESS

2.16 ADVANCE UNDERSTANDING REGARDING TERMINATION SETTLEMENT

UNDER FAR 52.212-4 CONTRACT TERMS AND CONDITIONS- COMMERCIAL

ITEMS (OCT 2018)

2.17 NFS 1852.225-70 EXPORT LICENSES (FEB 2000)

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

1989)

2.19 CONTRACT DATA REQUIREMENTS LIST (CDRL)

2.20 MILESTONE PAYMENTS, EVENTS AND COMPLETION CRITERIA

TABLE 2.20-1, LAUNCH SERVICE MILESTONE SCHEDULE FOR STANDARD

LAUNCH SERVICES CLIN 1

TABLE 2.20-2, LAUNCH SERVICE MILESTONE SCHEDULE FOR STREAMLINED

CUBESAT LAUNCH SERVICES CLIN 2

2.21 DOMESTIC SOURCE CRITERIA

2.22 ADJUSTMENTS TO LAUNCH SCHEDULE

SECTION 3 – ATTACHMENT - FAR 52.212-5

3.1 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES

OR EXECUTIVE ORDERS-COMMERCIAL ITEMS (JAN 2021)

SECTION 4 ‐ LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

4.1 LIST OF ATTACHMENTS

4.2 LIST OF SOLICITATION APPENDICES

SECTION 5 – REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS

OF BIDDERS

5.1 LISTING OF PROVISIONS INCORPORATED BY REFERENCE

5.2 FAR 52.204-20 PREDECESSOR OF OFFEROR (AUG 2020)

5.3 FAR 52.204-24 REPRESENTATION REGARDING CERTAIN

TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR

EQUIPMENT (OCT 2020)

5.4 FAR 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT

2018)

5.5 FAR 52.209-11 REPRESENTATION BY CORPORATIONS REGARDING

DELINQUENT TAX LIABILITY OR A FELONY CONVICTION UNDER ANY

FEDERAL LAW (FEB 2016)

5.6 FAR 52.209-12 – CERTIFICATION REGARDING TAX MATTERS (OCT 2020)

5.7 FAR 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS-

COMMERCIAL ITEMS (FEB 2021), ALTERNATE I (OCT 2014)

5.8 FAR 52.219-1 SMALL BUSINESS PROGRAM REPRESENTATIONS (NOV 2020) ..69

5.9 FAR 52.222-38 COMPLIANCE WITH VETERANS’ EMPLOYMENT REPORTING

REQUIREMENTS (FEB 2016)

5.10 FAR 52.227-15 REPRESENTATION OF LIMITED RIGHTS DATA AND

RESTRICTED COMPUTER SOFTWARE (DEC 2007)

5.11 DOMESTIC SOURCE CERTIFICATION (PUBLIC LAW 105-303, TITLE II,

SECTION 201)

SECTION 6 –INSTRUCTIONS TO OFFERORS

6.1 LISTING OF PROVISIONS INCORPORATED BY REFERENCE

6.2 FAR 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE

(FEB 1998)

6.3 TAILORED PARAGRAPHS IN 52.212-1

6.4 PROVISIONS INCORPORATED VIA ADDENDUM TO 52.212-1

6.4.1 FAR 52.211-14 NOTICE OF PRIORITY RATING FOR NATIONAL DEFENSE,

EMERGENCY PREPAREDNESS, AND ENERGY PROGRAM USE (APR 2008)

6.4.2 FAR 52.216-1 TYPE OF CONTRACT (APR 1984)

6.4.3 FAR 52.216-27 SINGLE OR MULTIPLE AWARDS (Oct 1995)

6.4.4 FAR 52.233-2 SERVICE OF PROTEST (SEP 2006)

6.4.5 NFS 1852.233-70 PROTESTS TO NASA (DEC 2015)

6.4.6 NFS 1852.215-81 PROPOSAL PAGE LIMITATIONS (APR 2015)

6.4.7 ELECTRONIC SUBMISSION OF PROPOSALS – PROPOSAL MARKING AND

DELIVERY THROUGH NASA’S EFSS BOX (OCT 2023)

6.4.8 PROPOSAL DUE DATE

6.4.9 COMMUNICATIONS REGARDING THIS SOLICITATION

6.4.10 PROPOSAL CONTENT

6.4.11 VOLUME I, TECHNICAL/MANAGEMENT CAPABILITY

6.4.12 VOLUME II, PRICE

6.4.13 VOLUME III, PAST PERFORMANCE

6.4.14 VOLUME IV, ADMINISTRATION / MODEL CONTRACT

SECTION 7 - EVALUATION FACTORS FOR AWARD

7.1 GENERAL CRITERIA

7.2 VOLUME I, TECHNICAL/MANAGEMENT CAPABILITY

7.2.1 MINIMUM LAUNCH SERVICE CRITERIA

7.2.2 LAUNCH VEHICLE OVERVIEW

7.2.3 MANAGEMENT APPROACH

7.2.4 FINANCIAL INFORMATION

7.2.5 SMALL BUSINESS SUBCONTRACTING PLAN

7.2.6 STATEMENT OF ACCEPTANCE/SUMMARY OF EXCEPTION:

7.3 VOLUME II, PRICE

7.4 VOLUME III, PAST PERFORMANCE

SECTION 1 – CONTINUATION OF SF 1449

CONTRACT PRICING

Table 1‐1: CLIN Structure and Pricing

CLIN DESCRIPTION

PRICE IN CALENDAR YEAR ORDERED

2021 2022 2023 2024 2025 2026

1.0 Standard Launch

Services 1,2

NTE Price

$TBP

NTE Price

$TBP

NTE Price

$TBP

NTE Price

$TBP

NTE Price

$TBP

NTE Price

$TBP

2.0 Streamlined

CubeSat Launch Service

Established at Task Order

Established at Task Order

Established at Task Order

Established at Task Order

Established at Task Order

Established at Task Order

3.0 Special Task

Assignments

See Table 1-2

See Table 1-2

See Table 1-2

See Table 1-2

See Table 1-2

See Table 1-2

TOTAL CONTRACT

PRICE

$300M potential cumulative value across all contracts

1. Not-to-Exceed (NTE) pricing is based on a dedicated launch service with a standard integration period of L-24 plus or minus 3 months.

2. NTE pricing does not preclude proposing lower prices when responding to a Request for Launch Service Proposal (RLSP) for a mission task order.

Table 1‐2: CLIN 3 Special Task Assignments Labor Rates

Firm Fixed Price ($FFP) in Calendar Year Ordered

Fully Burdened Composite Labor Rate

Unit Price / Hourly Rate

Unit Price / Hourly Rate

Unit Price / Hourly Rate

Unit Price / Hourly Rate

Unit Price / Hourly Rate

Unit Price / Hourly Rate

Labor Rate $TBP $TBP $TBP $TBP $TBP $TBP

(End of Clause) Minimum Guarantee

The guaranteed minimum value for any awarded contract is $5,000.

[END OF SECTION]

SECTION 2 – ADDENDUM TO FAR 52.212-4, CONTRACT TERMS AND CONDITIONS

– COMMERCIAL ITEMS (OCT 2018)

2.1 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

For Federal Acquisition Regulation (FAR) clauses, see https://www.acquisition.gov/browse/index/far

For NASA Far Supplement (NFS) clauses, see https://www.hq.nasa.gov/office/procurement/regs/NFS.pdf

2.2 LISTING OF CLAUSES INCORPORATED BY REFERENCE

In addition to the clauses marked as incorporated by reference on the SF 1449, the following contract clauses pertinent to this section are hereby incorporated by reference:

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES:

FAR 52.204-13 System for Award Management Maintenance (OCT 2018) FAR 52.204-18 Commercial and Government Entity Code Maintenance

(AUG 2020)

FAR 52.204-27 Prohibition on a ByteDance Covered Application (JUN 2023) FAR 52.227-14 Rights in Data—General (MAY 2014)

Alternate II (DEC 2007) Alternate III (DEC 2007)

Excerpt from Alternate II, paragraph (g)(3):

LIMITED RIGHTS NOTICE (DEC 2007)

(a) These data are submitted with limited rights under Government Contract No. 80KSC021C____. These data may be reproduced and used by the Government with the express limitation that they will not, without written permission of the Contractor, be used for purposes of manufacture nor disclosed outside the Government; except that the Government may disclose these data outside the Government for the following purposes, if any; provided that the Government makes such disclosure subject to prohibition against further use and disclosure:

(i) Use (except for manufacture) by support service contractors.

(ii) Evaluation by nongovernment evaluators.

(iii) Use (except for manufacture) by other contractors participating in the Government’s program of which the specific contract is a part.

(iv) Emergency repair or overhaul work.

(v) Release to a foreign government, or its instrumentalities, if required to serve the interests of the U.S. Government, for information or evaluation, or for emergency repair or overhaul work by the foreign government.

Excerpt from Alternate III, paragraph (g)(4):

RESTRICTED RIGHTS NOTICE (Dec 2007)

(a) This computer software is submitted with restricted rights under Government Contract No. 80KSC021C____. It may not be used, reproduced, or disclosed by the Government except as provided in paragraph (b) of this notice or as otherwise expressly stated in the contract.

(b) This computer software may be-

(1) Used or copied for use with the computer(s) for which it was acquired, including use at any Government installation to which the computer(s) may be transferred;

(2) Used or copied for use with a backup computer if any computer for which it was acquired is inoperative;

(3) Reproduced for safekeeping (archives) or backup purposes;

(4) Modified, adapted, or combined with other computer software, provided that the modified, adapted, or combined portions of the derivative software incorporating any of the delivered, restricted computer software shall be subject to the same restricted rights;

(5) Disclosed to and reproduced for use by support service Contractors or their subcontractors in accordance with paragraphs (b)(1) through (4) of this notice; and

(6) Used or copied for use with a replacement computer.

(c) Notwithstanding the foregoing, if this computer software is copyrighted computer software, it is licensed to the Government with the minimum rights set forth in paragraph (b) of this notice.

(d) Any other rights or limitations regarding the use, duplication, or disclosure of this computer software are to be expressly stated in, or incorporated in, the contract.

(e) This notice shall be marked on any reproduction of this computer software, in whole or in part.

(End of notice)

FAR 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (DEC

2013)

NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES:

NFS 1852.215-84 Ombudsman (NOV 2011), Alternate I (JUN 2000) NFS 1852.223-70 Safety and Health Measures and Mishap Reporting (DEC 2015)

NOTE: Only applicable when the work will be conducted completely or partly on federally-controlled facilities.

NFS 1852.223-75 Major Breach of Safety or Security (FEB 2002); Alternate I (FEB 2006) NFS 1852.227-14 Rights in Data—General (APR 2015) NFS 1852.237-73 Release of Sensitive Information (JUN 2005)

2.3 FAR 52.216-18 -- ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule.

Such orders may be issued from contract award to February 3, 2027.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract.

In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the

Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor's fax number;

or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor's email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

2.4 FAR 52.216-19 -- ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount less than $5,000, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor --

(1) Any order for a single item in excess of $100 million;

(2) Any order for a combination of items in excess of $200 million; or

(3) A series of orders from the same ordering office within 180 days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection

52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 30 days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of Clause)

2.5 FAR 52.216-22 -- INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified and effective for the period stated in the Ordering clause. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c) Except for any limitations on quantities in Order Limitations clause, or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, the Contractor shall not be required to make any deliveries under this contract beyond fifteen years from date of award.

(End of clause)

2.6 NFS 1852.228-78 -- CROSS-WAIVER OF LIABILITY FOR SCIENCE OR SPACE

EXPLORATION ACTIVITIES UNRELATED TO THE INTERNATIONAL SPACE

STATION (OCT 2012)

(a) The purpose of this clause is to extend a cross-waiver of liability to NASA contracts for work done in support of Agreements between Parties involving Science or Space Exploration activities that are not related to the International Space Station (ISS) but involve a launch. This cross-waiver of liability shall be broadly construed to achieve the objective of furthering participation in space exploration, use, and investment.

(b) As used in this clause, the term:

(1) “Agreement” refers to any NASA Space Act agreement that contains the cross-waiver of liability provision authorized in 14 CFR Part 1266.104.

(2) "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;

(3) “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.

(4) "Party" means a party to a NASA Space Act agreement for Science or Space Exploration activities unrelated to the ISS that involve a launch and a party that is neither the prime contractor under this contract nor a subcontractor at any tier hereof.

(5) "Payload" means all property to be flown or used on or in a Launch Vehicle.

(6) "Protected Space Operations" means all Launch or Transfer Vehicle activities and Payload activities on Earth, in outer space, or in transit between Earth and outer space in implementation of an Agreement for Science or Space Exploration activities unrelated to the ISS that involve a launch. Protected Space Operations begins at the signature of the Agreement and ends when all activities done in implementation of the Agreement are completed. It includes, but is not limited to:

(i) Research, design, development, test, manufacture, assembly, integration, operation, or use of Launch or Transfer Vehicles, Payloads, or instruments, as well as related support equipment and facilities and services; and

(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 other than for the activities within the scope of an Agreement.

(7) "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.

The terms "contractors" and "subcontractors" include suppliers of any kind.

(8) “Transfer Vehicle” means any vehicle that operates in space and transfers Payloads or persons or both between two different space objects, between two different locations on the same space object, or between a space object and the surface of a celestial body. A Transfer Vehicle also includes a vehicle that departs from and returns to the same location on a space object.

(c) Cross-waiver of liability:

(1) The Contractor agrees to a waiver of liability pursuant to which it waives all claims against any of the entities or persons listed in paragraphs (c)(1)(i) through (c)(1)(iv) of this clause based on Damage arising out of Protected Space Operations.

This cross-waiver shall apply only if the person, entity, or property causing the Damage is involved in Protected Space Operations and the person, entity, or property damaged is damaged by virtue of its involvement in Protected Space Operations. The waiver shall apply to any claims for Damage, whatever the legal basis for such claims, against—

(i) A Party;

(ii) A Party to another NASA Agreement or contract that includes flight on the same Launch Vehicle;

(iii) A Related Entity of any entity identified in paragraphs (c)(1)(i) or

(c)(1)(ii) of this clause; or

(iv) The employees of any of the entities identified in (c)(1)(i) through (iii) of this clause.

(2) The Contractor agrees to extend the cross-waiver of liability as set forth in paragraph (c)(1) of this clause to its own subcontractors at all tiers by requiring them, by contract or otherwise, to:

(i) Waive all claims against the entities or persons identified in paragraphs (c)(1)(i) through (c)(1)(iv) of this clause; and

(ii) Require that their Related Entities waive all claims against the entities or persons identified in paragraphs (c)(1)(i) through (c)(1)(iv) of this clause.

(3) For avoidance of doubt, this cross-waiver of liability includes a cross-waiver of claims arising from the Convention on International Liability for Damage Caused by Space Objects, entered into force on 1 September 1972, in which the person, entity, or property causing the Damage is involved in Protected Space Operations and the person, entity, or property damaged is damaged by virtue of its involvement in Protected Space Operations.

(4) Notwithstanding the other provisions of this clause, this cross-waiver of liability shall not be applicable to:

(i) Claims between the Government and its own contractors or between its own contractors and subcontractors;

(ii) Claims made by a natural person, his/her estate, survivors, or subrogees (except when a subrogee is a Party to an Agreement or is otherwise bound by the terms of this cross-waiver) for bodily injury to, or other impairment of health, or death of such person;

(iii) Claims for Damage caused by willful misconduct;

(iv) Intellectual property claims;

(v) Claims for damages resulting from a failure of the contractor to extend the cross-waiver of liability to its subcontractors and related entities, pursuant to paragraph (c)(2) of this clause; or

(vi) Claims by the Government arising out of or relating to a contractor’s failure to perform its obligations under this contract.

(5) Nothing in this clause shall be construed to create the basis for a claim or suit where none would otherwise exist.

(6) This cross-waiver shall not be applicable when 49 U.S.C. Subtitle IX, Chapter 701 is applicable.

2.7 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.

2.8 FAR 52.212-4(s)(1) ORDER OF PRECEDENCE. ANY INCONSISTENCIES IN

THIS SOLICITATION OR CONTRACT SHALL BE RESOLVED BY GIVING

PRECEDENCE IN THE FOLLOWING ORDER (TAILORED) AS FOLLOWS:

(1) The schedule and description of supplies/services (Section 1, 2, and Statement of Work, excluding contract clauses incorporated by reference). The ICD (Attachment 03, CDRLS, VADR 1-2) shall take precedence over the Mission Solution (proposed solution) and launch service interface requirements document (LSIRD). Any inconsistencies between the ICD, the Mission Solution or the LSIRD shall be resolved by giving precedence to the ICD over these documents once the ICD is approved by the Government.

(2) – (9) remain as cited.

(End of clause)

2.9 MISSION SUCCESS CRITERIA

The Contracting Officer will determine Mission Success based on the following:

(a) The payloads are successfully separated and placed into the Interface Control Document

(ICD) required insertion orbit(s) by the launch vehicle, and

(1) Received telemetry data shows the ICD environments and parameters were not exceeded, and

(2) The launch vehicle causes no damage to the payload during launch or thereafter from collision or contamination products.

(3) However, if there is a violation of the ICD (VADR 1-2/VADR 2-2), but there is no launch vehicle/service caused degradation of the payload’s ability to perform its intended function, the mission may be determined a Mission Success.

(b) A mission will be determined a Failed Mission when the payload is destroyed during launch/flight or cannot be separated from the launch vehicle or when there is a violation of the ICD (VADR 1-2/VADR 2-2) during launch/flight preventing the payload from achieving its mission and performing its intended function(s).

NOTE: For purposes of this clause, failures attributed to sources outside of the Contractor's control shall not be considered failures. The loss of the payload will not be considered a “Mishap” under NPR 8621.1 NASA Procedural Requirements for Mishap and Close Call Reporting, Investigating, and Recordkeeping, consistent with the NASA Policy Directive (NPD) 8610.23 modified technical oversight approach.

Application

(a) In the event the Contracting Officer determines the launch service a Mission Success, the Contractor will be paid 100% of the total mission.

(b) In the event the Contracting Officer determines the launch service a Failed Mission, the applicable insertion payment(s) and mission success payment shall be forfeited by the Contractor and is not recoupable.

2.10 SECURITY FOR LAUNCH SERVICE PAYMENT FINANCING

2.10.1 REQUIREMENTS FOR FINANCING PAYMENTS.

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.

2.10.2 SECURITY.

Pursuant to FAR Subpart 32.202-4, Security for Government Financing, and 10 U.S.C. 2307(f) and 41 U.S.C. 255(f), 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 (TBP) prior to submission of the first invoice and thereafter when more security is needed to cover additional contract financing payments or as requested by the Government.

If applicable, when the security is in the form of assets, the Contractor shall submit certification that the assets are free from any prior encumbrances. The certification shall list the assets and state the physical location of the assets and their value. When any changes to the assets occurs or when work in process is used to satisfy this requirement, subsequent invoices should be accompanied with a certification statement containing the information described here.

In the event the Contractor fails to provide adequate security as required in this contract, no financing payment shall be made under this contract. Upon receipt of adequate security, financing payments shall be made, including all previous payments to which the Contractor is entitled, in accordance with the terms of the contract. If at any time the Contracting Officer determines that the security provided by the Contractor is insufficient, the Contractor shall promptly provide such additional security as the Contracting Officer determines necessary. In the event the Contractor fails to provide such additional security, the Contracting Officer may collect or liquidate such security that has been provided, and suspend further payments to the Contractor; the Contractor shall repay to the Government the amount of unliquidated financing payments as the Contracting Officer at his/her sole discretion deems repayable.

2.11 ON-RAMP AND TECHNOLOGY INSERTION

2.11.1 ON-RAMP

The purpose of the Indefinite Delivery Indefinite Quantity (IDIQ) on-ramp is to ensure competition exists for future requirements not currently on contract and to allow qualified new service providers the opportunity to provide services.

In accordance with this clause, the original solicitation (as revised) shall remain open throughout the ordering period. The decision to request proposals under this clause will be solely at NASA’s discretion and will only occur after the action has been synopsized. When requested, new providers will be allowed to submit proposals that may result in contract award(s) to new providers.

The minimum contract requirements, the technical acceptability standards, evaluation factors, solicitation terms and conditions, price reasonableness, and basis for award shall remain in full force and effect for each new proposal.

2.11.2 TECHNOLOGY INSERTION

The purpose of the Indefinite Delivery Indefinite Quantity (IDIQ) technology insertion is for current contract providers to introduce new capabilities.

Existing Contractor(s) may propose a new Common Launch Vehicle Configuration or a Common Launch Vehicle Configuration Change at any time by providing the information in section 6.4.11.2, Launch Service Overview, of the current solicitation document. If the existing Contractor’s proposed new launch vehicle is not accepted they remain as a candidate for competition of future orders under the terms of the existing contract. If the existing Contractor’s new launch vehicle is accepted, their existing contract will be modified to incorporate the additional capabilities.

2.12 TASK ORDERING PROCEDURES

Types of Task Orders. There are two types of task orders that may be issued under this contract.

The first type is a Launch Service Task Order (LSTO). Any required services related to a specific launch service will be included in the LSTO. All items other than launch services and items not related to a specific launch service will be obtained by task orders referred to herein as Special Task Assignments.

Requirements for Competition. The Government will provide all contract holders a fair opportunity to be considered for task orders issued under this contract based upon the specific task order requirements, unless it is determined that one of the exceptions to the fair opportunity process applies as listed under FAR 16.505(b)(2).

2.12.1 LAUNCH SERVICE TASK ORDER (LSTO)

2.12.1.1 REQUEST FOR LAUNCH SERVICE PROPOSAL (RLSP)

The task order RLSP will provide instructions regarding the level of detail required in the proposal and specific information unique to the mission. The RLSP will also provide the required method of submission (e.g. electronic and/or paper copy), basis upon which selection will be made, and (for orders expected to exceed the threshold in FAR 16.505 (b)(1)(iv)) the relative importance of the evaluation factors as described in FAR 15.101-1(b)(2). Prior to the issuance of an RLSP, exchanges and fact-finding may take place with the existing contractors.

2.12.1.2 RLSP PROPOSALS

Task Order Proposals shall contain all required information and be submitted as directed in the RLSP. Untimely proposals will be treated as a late proposal in accordance with FAR 52.212-1(f), Late submissions, revisions, and withdrawals of Offerors. Proposals shall clearly state their compliance with the contract terms, statement of work, and all specific requirements contained in the RLSP. Only launch vehicle configurations already on contract as identified in Attachment 05 may be proposed and any Common Launch Vehicle Configuration Upgrades or Modifications will require additional information as described in the RLSP.

Companies who decide not to submit a task order proposal shall provide the Contracting Officer notification 15 days after RLSP release. The notification shall include a brief rationale for not submitting a proposal.

Price shall be below the Not-to-Exceed contract prices shown in the Table 1-1. Other than certified cost or pricing data may be requested, if necessary, to support a price reasonableness determination.

2.12.1.3 RLSP TASK ORDER EVALUATION

A best value award decision will be made for all competitive task orders in accordance with FAR 16.505(b) using the selection process as described in the task order RLSP. The evaluation will include technical capability/risk and price reasonableness. The evaluation of past performance will be determined at the time of the task order RLSP.

2.12.1.4 RLSP TASK ORDER AWARD

The only person authorized to issue task orders under this contract is the Contracting Officer. Task orders will be issued via electronic format directly to the Offeror’s point of contact. The Offeror will acknowledge receipt and acceptance of the task order by signing the task order and returning an electronic copy directly to the Contracting Officer. Offerors will be notified of award and a post-award debriefing may be requested in accordance with FAR 16.505(b)(6).

Protests may be filed as allowed under FAR 16.505(a)(10).

2.12.1.5 RLSP POST AWARD MODIFICATIONS

After an LSTO is issued, it may be necessary to add mission specific requirements. These additions will be accomplished via modifications to the original order. In this instance, the terms of the existing task order, such as price, Milestone Events, and Statement of Work completion criteria, may be modified to reflect the change(s). The resultant change in price will be applied to the remaining payment amounts, as performance dictates. In addition, special task assignments may be added to launch service task orders without further competition when they are needed to support that specific mission.

2.12.2 SPECIAL TASK ASSIGNMENT

2.12.2.1 REQUEST FOR PROPOSAL (RFP) FOR SPECIAL TASK ASSIGNMENTS

The task order RFP will provide instructions regarding the level of detail required in the proposal and specific information unique to the mission. The RFP will also provide the required method of submission (e.g. electronic and/or paper copy), basis upon which selection will be made, and (for orders expected to exceed the threshold in FAR 16.505 (b)(1)(iv)) the relative importance of the evaluation factors as described in FAR 15.101-1(b)(2). Prior to the issuance of an RFP, exchanges and fact-finding may take place with the existing contractors.

2.12.2.2 RFP PROPOSALS

Task Order Proposals shall contain all required information and be submitted as directed in the RFP for task assignment(s). Untimely proposals will be treated as a late proposal in accordance with FAR 52.212-1(f), Late submissions, revisions, and withdrawals of Offerors. Proposals shall clearly state their compliance with the contract terms, statement of work, and all specific requirements contained in the RFP.

The Offerors shall utilize the fully burdened labor rates shown in Table 1-2: CLIN 3 Special Task Assignments Labor Rates, when developing their firm fixed-price proposal. The rates in the table may be adjusted downward by the Offeror. Any proposed reduction will be applicable to the current proposal only and will not be deemed a permanent reduction of the labor rate(s). Other than certified cost or pricing data may be required to support the price for additional items included in the proposal.

2.12.2.3 RFP TASK ORDER EVALUATION

Award will be made after fairly considering all Offerors in accordance with FAR 16.505(b)(1)(iii) and may include orders to more than one Offeror.

2.12.2.4 RFP TASK ORDER AWARD

The only person authorized to issue task orders under this contract is the Contracting Officer. Task orders will be issued via electronic format directly to the Offeror’s point of contact. The Offeror will acknowledge receipt and acceptance of the task order by signing the task order and returning an electronic copy directly to the Contracting Officer. Offerors will be notified of award and a post-award debriefing may be requested in accordance with FAR 16.505(b)(6).

Protests may be filed as allowed under FAR 16.505(a)(10).

2.13 USE OF GOVERNMENT PROPERTY, FACILITIES, ASSETS, OR SERVICES

This clause applies to any Government support, including property, facilities, assets, or services, not otherwise provided for under this contract whether obtained from NASA or another Government Agency.

(a) Support obtained from a Government Agency other than NASA.

(1) The Contractor shall obtain and maintain any necessary contracts or agreements between the Contractor and any Government Agency authorizing the use of Government property, facilities, assets or services in performance of this contract (except as may be expressly stated in this contract as furnished by the Government).

The Contractor shall be responsible to arrange any contracts or agreements outside of this contract as it deems appropriate. The terms and conditions of such contracts or agreements will govern the use of those Government resources. Any costs associated with such contracts or agreements shall result in no increase in the price of this contract. All remedies to disputes or performance issues shall be resolved in accordance with the terms and conditions of those contracts or agreements. The Contractor shall notify the Contracting Officer Representative (COR), or designee, of any contracts or agreements between the Contractor and any Government Agency under this paragraph (a).

(2) NASA makes no warranty whatsoever as to the availability or suitability for use of

Government property, facilities, assets, or services made available by another Government Agency under the terms and conditions of other contracts or agreements. The Contractor assumes all responsibility for determining the suitability for use of all property, facilities, assets, or services acquired or made available to the Contractor by a Government Agency under other contracts or agreements. The Contractor further acknowledges and agrees that any use of such

Government property, facilities, assets, or services shall not relieve the Contractor of full performance responsibility under the contract.

(b) Support obtained from a NASA Center or Component Facility.

(1) Except as may be expressly stated in this contract as furnished by the Government, the Contractor shall obtain use of any Government property, facilities, assets or services available from a NASA Center or Component Facility (a “Performing Organization”) for performance of this contract through the use of an appropriate agreement. The Contractor shall be responsible for obtaining, negotiating and documenting all agreements with the Performing Organization. The Contractor shall be responsible for any costs associated with property, facilities, assets, or services provided by a Performing Organization under an agreement and such costs shall result in no increase in the price of this contract. The Contractor shall notify the Contracting Officer Representative (COR), or designee, of any agreements between the Contractor and a Performing Organization under this paragraph.

(2) NASA makes no warranty whatsoever as to the availability or suitability for use of property, facilities, assets, or services made available by a Performing Organization under an agreement. The Contractor assumes all responsibility for determining the suitability for use of all such property, facilities, assets, or services, including technical suitability, schedule availability and cost. The Contractor further acknowledges and agrees that any use of Government property, facilities, assets, or services under an agreement shall not relieve the Contractor of full performance responsibility under the contract.

(3) Any implementation issues or disputes arising under an agreement shall be referred for resolution to the Points of Contact, or if necessary, the signatories, identified in the agreement.

(c) The Contractor is responsible for determining the suitability for use of all materials, property, and facilities acquired or made available to the Contractor by NASA or other Government agencies under any contract or agreement. Any use of Government-Furnished Property (GFP), materials, or facilities and services shall not relieve the Contractor of full performance responsibility under the contract.

2.14 LICENSES, PERMITS, AND INSURANCE FOR A LAUNCH SERVICE

OPERATOR

(a) The Contractor must obtain and maintain the necessary licenses, permits and clearances that may be required by the Department of Transportation, Department of Commerce, Department of Defense, NASA, or other Governmental agencies in order to provide launch services under this contract. A Federal Aviation Administration (FAA) commercial launch license is required under this contract. All costs and fees associated with obtaining licenses, permits and clearances shall be included in the launch service price. Approvals required by the payload are the responsibility of NASA.

(b) In accordance with 51 U.S.C. § 50914, the Contractor shall obtain liability insurance or demonstrate financial responsibility in amounts to compensate for the maximum probable loss from claims by: (1) a third party for death, bodily injury, or property damage or loss arising in connection with the covered launch activities under this contract; and (2) the United States Government against a person for damage or loss to Government property arising in connection with the covered launch activities under this contract. The Contractor shall provide the NASA Contracting Officer a copy of the Maximum Probable Loss (MPL) determination and certificate of such insurance once it has been obtained.

(c) The foregoing insurance requirement does not preclude the Contractor from acquiring or continuing in effect any additional insurance to protect the interests of the Contractor or its Related Parties, such as Commercial General Liability coverage.

2.15 KENNEDY SPACE CENTER BADGING ISSUANCE AND IDENTITY

VERIFICATION PROCESS

Reference FAR clause 52.204-9, Personal Identity Verification of Contractor Personnel, incorporated by reference in Section 2 of this contract. See the KSC Protective Services Office (PSO) website (https://pso.ksc.nasa.gov/), NASA Procedural Requirement (NPR) 1600.3, Personnel Security, NPR 1600.4A, Identity and Credential Management, and Kennedy NPR (KNPR) 1600.1, KSC Security Procedural Requirements, regarding the process contractor personnel must follow to obtain access to NASA KSC facilities, property, personnel, and information technology resources.

2.16 ADVANCE UNDERSTANDING REGARDING TERMINATION SETTLEMENT

UNDER FAR 52.212-4 CONTRACT TERMS AND CONDITIONS-

COMMERCIAL ITEMS (OCT 2018)

NOTE – This clause only applies to CLIN 1 Standard Launch Service Task Orders

(a) In the event the Government decides to exercise its right to terminate all or part of this contract under FAR 52.212-4 (l), Termination for the Government’s convenience, it is agreed in advance that the Contractor, after receipt of a written notice of termination, will have satisfied all obligations and discharged all duties required by FAR 52.212-4(l), Termination for the Government’s convenience, when the Contractor has refunded that portion of the milestone-based payment(s) for each launch service affected by the termination, in accordance with Table 2.20-1, Launch Service Milestone Schedule.

(b) The parties agree that by virtue of the refund specified in Table 2.20-1, any and all claims for equitable adjustment as a result of the termination are fully satisfied and discharged.

The parties agree that this settlement represents fair compensation for Contractor effort accomplished for the terminated portions of the contract and that the terms as stated herein represent full and final settlement between the parties. The parties agree that the Contractor shall retain title to all hardware associated with the terminated launch service. The parties agree that the above settlement shall represent the total amount to be paid to the Contractor without agreeing on or segregating the particular elements of costs or profits comprising this amount. The refund amount shall be payable in full no later than thirty (30) days after receipt of the written notice of termination. Delinquent payment(s) shall be subject to interest at the applicable rate as determined by the Secretary of the Treasury.

(c) The provisions of this Contract clause shall only apply from Award until the point of intentional ignition of the launch vehicle, or final launch vehicle in the case of multiple launches. The provision of this Contract clause shall in no way be deemed to limit the rights of the Government under FAR 52.212-4(m), Termination for Cause. In the event the Government exercises its rights under FAR 52.212-4(m), Termination for Cause, the provisions of this contract clause will not apply.

2.17 NFS 1852.225-70 EXPORT LICENSES (FEB 2000)

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

(b) The Contractor shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of this contract, including instances where the work is to be performed on-site at Kennedy Space Center, FL, where the foreign person will have access to export-controlled technical data or software.

(c) The Contractor shall be responsible for all regulatory record keeping requirements associated with the use of licenses and license exemptions/exceptions.

(d) The Contractor shall be responsible for ensuring that the provisions of this clause apply to its subcontractors.

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

1989)

NOTE: This clause will be included in any resultant incrementally funded task order to reflect the funds presently available to cover the launch services and/or task assignment ordered.

(a) Of the total price of items____ through ____, 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 schedule in contract Section 2.20, Milestone Payments, Events and Completion Criteria, until the total price of said items 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 FAR 52.212-4(l) Termination for the Government’s Convenience of this contract, the total amount payable by the Government would equal the amount retained by the Contractor pursuant to Section 2.20 and Table 2.20-1. The Government is not obligated in any event to pay or reimburse the Contractor more than the amount from time to time allotted to the contract, anything to the contrary in the Termination for Convenience of the Government clause notwithstanding.

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

(2) If funds allotted are considered by the Contractor to be inadequate to cover the work to be performed until that date, or an agreed date substituted for it, the Contractor shall notify the Contracting Officer in writing when within the next 60 days the work will reach a point at which, if the contract is terminated pursuant to contract FAR 52.212-4(l) Termination for the Government’s Convenience of this contract, the total amount payable by the Government would equal the amount retained by the Contractor pursuant to contract Section 2.20 and Table 2.20-1.

(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, 60 days in advance of the date specified in paragraph

(c)(1) of this clause, or an agreed date substituted for it, advise the Contracting Officer in writing as to the estimated amount of additional funds required for the timely performance of the contract for a further period as may be specified in the contract or otherwise agreed to by the parties.

(4) If, after the notification referred to in paragraph (c)(3)(ii) of this clause, additional funds are not allotted by the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it, the Contracting Officer shall, upon the Contractor's written request, terminate this contract on that date or on the date set forth in the request, whichever is later, pursuant to the FAR 52.212-4(l), Termination for the Government’s Convenience clause.

(d) When additional funds are allotted from time to time for continued performance of the work under this contract, the parties shall agree on the applicable…