80KSC023CA001 RFP.pdf

PAGE OF PAGES1. REQUISITION NUMBERSOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

12. DISCOUNT TERMS

9. ISSUED BY CODE 10. THIS ACQUISITION IS

6. SOLICITATION

ISSUE DATE

3. AWARD/EFF. DATE 5. SOLICITATION NUMBER2. CONTRACT NO. 4. ORDER NUMBER

a. NAME b. TELEPHONE NUMBER (No collect calls)7. FOR SOLICITATION

INFORMATION CALL:

UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

NAICS:

SIZE STANDARD:

SERVICE-DISABLED

HUBZONE SMALL

BUSINESS

11. DELIVERY FOR FOB

DESTINATION UNLESS

BLOCK IS MARKED

SEE SCHEDULE

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

IFB RFPRFQ

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

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

OFFEROR

FACILITY

CODE

TELEPHONE NO.

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

BLOCK BELOW IS CHECKED. SEE ADDENDUM

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

IN OFFER.

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTIT Y

24.

AMOUNT

22.

UNIT

23.

UNIT PRICE

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

31c. DATE SIGNED

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

ADDENDA

ARE ARE NOT ATTACHED.

ARE ARE NOT ATTACHED.

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND

RETURN COPIES TO ISSUING OFFICE. CONTRACTOR

AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR

OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS

SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.

29. AWARD OF CONTRACT: REF.

. YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING

ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO

ITEMS:

OFFER DATED

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)

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

8(A)

WOMAN-OWNED SMALL BUSINESS

1 69

80KSC023CA001_RFP 8/31/2022

8. OFFER DUE DATE/

LOCAL TIME

09/15/2022

13:00 PM ET

336419

1,000

See Continuation Sheet If Applicable

$TBP

See Continuation Sheet If Applicable

VETERAN-OWNED

SMALL BUSINESS

WOSB ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

X

X X

X X

X https://www.nssc.nasa.gov/vendorpayment

NSSC-AccountsPayable@nasa.gov

Justin Ko 321.867.3373

NASA

John F. Kennedy Space Center (KSC) Office of Procurement

MAIL CODE: OP-LS

Kennedy Space Center, FL 32899

NASA

John F. Kennedy Space Center (KSC) Office of Procurement

MAIL CODE: OP-LS

Kennedy Space Center, FL 32899

PSx2 Continuation of SF 1449 80KSC023CA001_RFP

Table of Contents

1.1 TYPE OF CONTRACT

1.2 SUPPLIES AND/OR SERVICES TO BE PROVIDED

1.3 PERIOD OF PERFORMANCE

1.4 PLACE OF PERFORMANCE

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

COMMERCIAL ITEMS

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

2.2 FAR 52.252-5 AUTHORIZED DEVIATIONS IN PROVISIONS (NOV 2020)

2.3 LISTING OF CLAUSES INCORPORATED BY REFERENCE

2.4 FAR 52.204-21 - BASIC SAFEGUARDING OF COVERED CONTRACTOR

INFORMATION SYSTEMS (NOV 2021)

2.5 FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL

ITEMS (NOV 2021) (L) “TERMINATION FOR THE GOVERNMENT’S

CONVENIENCE”

2.6 FAR 52.246-11 HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT

(DEC 2014)

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

(MAR 1989)

2.8 NFS 1852.225-70 - EXPORT LICENSES (FEB 2000)

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

(APRIL 2018)

2.10 AUTHORIZED CHANGES

2.11 JOINT FACILITY OCCUPANCY

2.12 LSP SAFETY AND HEALTH

2.13 COORDINATION OF SPACECRAFT USE OF GOVERNMENT

2.14 GOVERNMENT INSIGHT AND APPROVAL

2.15 ADJUSTMENTS TO PAYLOAD PROCESSING SCHEDULE

(GOVERNMENT AND CONTRACTOR DELAYS)

2.16 MILESTONE PAYMENTS, EVENTS AND COMPLETION CRITERIA

2.17 LICENSES, PERMITS, AND INSURANCE FOR A PAYLOAD PROCESSING

FACILITY/OPERATOR

SECTION 3 – ATTACHMENT – FAR 52.212-5 CONTRACT TERMS AND

CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE

ORDERS—COMMERCIAL ITEMS (MAY 2022)

SECTION 4 – LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS ... 36

SECTION 5 – SOLICITATION PROVISIONS

5.1 FAR 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY

REFERENCE (FEB 1998)

5.2 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB

1998) 37

5.3 FAR 52.204-24 REPRESENTATION REGARDING CERTAIN

TELECOMMUNICATIONS AND VIDEO SURVEILLLANCE SERVICES OR

EQUIPMENT (NOV 2021)

5.5 FAR 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS

(OCT 2018)

5.6 FAR 52.204-26 COVERED TELECOMMUNICATIONS EQUIPMENT OR

SERVICES- REPRESENTATION (OCT 2020)

5.7 FAR 52.209-11 REPRESENTATION BY CORPORATIONS REGARDING

DELINQUENT TAX LIABILITY OR A FELONY CONVICTION UNDER ANY

FEDERAL LAW (FEB 2016)

5.8 FAR 52.209-12 CERTIFICATION REGARDING TAX MATTERS (OCT 2020) 43

5.9 FAR 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—

COMMERCIAL ITEMS (MAY 2022) ALTERNATE I (OCT 2014)

SECTION 6—INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS OR

RESPONDENTS

6.1 LISTING OF PROVISIONS INCORPORATED BY REFERENCE

6.2 PROVISIONS INCORPORATED VIA ADDENDUM TO FAR 52.212-1

6.2.1 TAILORED PARAGRAPHS IN FAR 52.212-1

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

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

6.2.4 NFS 1852.215-81 PROPOSAL PAGE LIMITATIONS. (APR 2015)

6.3 PROPOSAL DUE DATE

6.4 SUBMISSION INSTRUCTIONS FOR PROPOSALS - ELECTRONIC

SUBMISSION OF PROPOSALS – PROPOSAL MARKING AND DELIVERY

THROUGH NASA’S EFSS BOX (MAY 2021)

6.5 COMMUNICATIONS REGARDING THIS SOLICITATION

6.6 PROPOSAL CONTENT

6.6.1 VOLUME I, TECHNICAL CAPABILITY

6.7.2 VOLUME II, PRICE

6.7.3 VOLUME III, ADMINISTRATIVE VOLUME

6.8 PREAWARD SURVEY

SECTION 7—EVALUATION FACTORS FOR AWARD

7.1 FAR SUBPART 13.5 – SIMPLIFIED PROCEDURES FOR CERTAIN

COMMERCIAL ITEMS

7.2 FAR 52.212-2 EVALUATION—COMMERCIAL ITEMS (OCT 2014)

7.3 QUOTATION EVALUATION

7.3.1 TECHNICAL CAPABILITY

7.3.2 PRICE

Table 1.4.1 Phase 4 Notional Schedule Launch Vehicle (LV) Hardware Arrival P4 12 Days before ILC* Move to Pad P4 5 Days before ILC* Initial Launch Capability (ILC) P4 September 2023 - October 2023 Facility Departure P4 7 days after Launch

1.4 PLACE OF PERFORMANCE

The place of performance will be at the Contractor’s facility.

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

COMMERCIAL ITEMS

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):

FAR: https://www.acquisition.gov NASA FAR Supplement (NFS): https://www.hq.nasa.gov/office/procurement/regs/NFS.pdf

(End of clause)

2.2 FAR 52.252-5 AUTHORIZED DEVIATIONS IN PROVISIONS (NOV 2020)

(a) The use in this solicitation of any Federal Acquisition Regulation (48 CFR Chapter 1) provision with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the provision.

(b) The use in this solicitation of any NASA FAR Supplement (48 CFR Chapter 18) provision with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.

(End of Clause)

2.3 LISTING OF CLAUSES INCORPORATED BY REFERENCE

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES:

FAR 52.202-1 DEFINITIONS (JUN 2020)

FAR 52.203-12 LIMITATIONS ON PAYMENTS TO INFLUENCE CERTAIN

FEDERAL TRANSACTIONS (JUN 2020)

FAR 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE

(OCT 2018)

FAR 52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL

CONFIDENTIALITY AGREEMENTS OR STATEMENTS

(JAN 2017)

FAR 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE (AUG 2020)

FAR 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS

AND CERTIFICATIONS (DEC 2014)

FAR 52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN

TELECOMMUNICATIONS AND VIDEO SURVEILLANCE

SERVICES OR EQUIPMENT (NOV 2021)

FAR 52.227-14 RIGHTS IN DATA—GENERAL (MAY 2014)

Alternate II (DEC 2007) Excerpt from paragraph (g)(3):

Limited Rights Notice (DEC 2007)

(a) These data are submitted with limited rights under Government

Contract No. TBD (and subcontract, if appropriate). 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) Use (except for manufacture) by other contractors participating in the Government's program of which the specific contract is a part.

FAR 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS

(JUN 2013)

FAR 52.242-13 BANKRUPTCY (JULY 1995)

FAR 52.242-15 STOP-WORK ORDER (AUG 1989)

FAR 52.246-25 LIMITATION OF LIABILITY-SERVICES (FEB 1997)

II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES:

NFS 1852.203-71 REQUIREMENT TO INFORM EMPLOYEES OF

WHISTLEBLOWER RIGHTS (AUG 2014)

NFS 1852.215-84 OMBUDSMAN (NOV 2011)

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

ALTERNATE I (FEB 2002)

NFS 1852.227-14 RIGHTS IN DATA-GENERAL (APR 2015)

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

EXPLORATION ACTIVITIES UNRELATED TO THE

INTERNATIONAL SPACE STATION (OCT 2012)

NFS 1852.237-72 ACCESS TO SENSITIVE INFORMATION (JUN 2005)

NFS 1852.237-73 RELEASE OF SENSITIVE INFORMATION (JUN 2005)

2.4 FAR 52.204-21 - BASIC SAFEGUARDING OF COVERED CONTRACTOR

INFORMATION SYSTEMS (NOV 2021)

(a) Definitions. As used in this clause–

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

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

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

Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information (44 U.S.C. 3502).

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

(b) Safeguarding requirements and procedures.

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

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

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

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

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

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

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

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

Information before disposal or release for reuse.

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

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

and control and manage physical access devices.

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

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

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

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

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

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

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

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

2.5 FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL

ITEMS (NOV 2021) (L) “TERMINATION FOR THE GOVERNMENT’S

CONVENIENCE”

1. In the event the Government decides to exercise its right to terminate all or part of a PSx2 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, the Contractor will forgo the remaining milestone-based payment(s) affected by the termination, in accordance with Attachment 6, Termination for Convenience Schedule.

2. The parties agree that by virtue of the Cumulative Termination Liability (% Contract Value) specified in Attachment 6, Termination for Convenience Schedule, 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 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 agreed upon amount shall be payable in full no later than thirty (30) days after receipt of the written notice of termination.

3. The provisions of this Contract clause shall be implemented upon award of the PSx2. 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

2.6 FAR 52.246-11 HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT

(DEC 2014)

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

Title Number-Date Tailoring ANSI/ISO/ASQ Q9001-2015 None

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

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

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

(i) Control of such things as design, work operations, in-process control, testing, and inspection; or

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

2.7 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 processing services.

(a.) Of the total price of items, the sum of $TBD on Psyche 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.

(b.) The Contractor agrees to perform or have performed work on the items specified in paragraph (a) of this clause up to the point at which, if this contract is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause would, in the exercise of reasonable judgment by the Contractor, approximate the total amount at the time allotted to the contract. The Contractor is not obligated to continue performance of the work beyond that point. The Government is not obligated in any event to pay or reimburse the Contractor more than the amount from time to time allotted to the contract, anything to the contrary in the Termination for Convenience of the Government clause notwithstanding.

(c.)

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

(2) If funds allotted are considered by the Contractor to be inadequate to cover the work to be performed until that date, or an agreed date substituted for it, the Contractor shall notify the Contracting Officer in writing when within the next 60 days the work will reach a point at which, if the contract is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause will approximate 75 percent of the total amount then allotted to the contract.

(3)

(i)The notice shall state the estimate when the point referred to in paragraph (c)(2) of this clause will be reached and the estimated amount of additional funds required to continue performance to the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it.

(ii)The Contractor shall, 60 days in advance of the date specified in paragraph (c)(1) of this clause, or an agreed date substituted for it, advise the Contracting Officer in writing as to the estimated amount of additional funds required for the timely performance of the contract for a further period as may be specified in the contract or otherwise agreed to by the parties.

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

(d.) When additional funds are allotted from time to time for continued performance of the work under this contract, the parties shall agree on the applicable period of contract performance to be covered by these funds. The provisions of paragraphs (b) and (c) of this clause shall apply to these additional allotted funds and the substituted date pertaining to them, and the contract shall be modified accordingly.

(e.) If, solely by reason of the Government's failure to allot additional funds in amounts sufficient for the timely performance of this contract, the Contractor incurs additional costs or is delayed in the performance of the work under this contract, and if additional funds are allotted, an equitable adjustment shall be made in the price or prices (including appropriate target, billing, and ceiling prices where applicable) of the items to be delivered, or in the time of delivery, or both.

(f.) The Government may at any time before termination, and, with the consent of the Contractor, after notice of termination, allot additional funds for this contract.

(g.) The provisions of this clause with respect to termination shall in no way be deemed to limit the rights of the Government under the default clause of this contract. The provisions of this Limitation of Funds clause are limited to the work on and allotment of funds for the items set forth in paragraph (a) of this clause. This clause shall become inoperative upon the allotment of funds for the total price of said work except for rights and obligations then existing under this clause.

(h.) Nothing in this clause shall affect the right of the Government to terminate this contract pursuant to the Termination for Convenience of the Government clause of this contract.

2.8 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 a NASA installation, where the foreign person will have access to export-controlled technical data or software.

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

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

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

(APRIL 2018)

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

(b) Except for classified vouchers, the Contractor shall submit all vouchers and invoices using the steps described at NSSC’s Vendor Payment information web site at: https://www.nssc.nasa.gov/vendorpayment. Please contact the NSSC Customer Contact Center at 1-877-NSSC123 (1-877-677-2123) with any additional questions or comments.

(c) Payment requests.

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

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

(i) Vouchers.

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

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

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

(D) Progress reports, as required.

(ii) Invoices.

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

(B) Progress reports, as required.

(C) Date goods and services were performed.

(iii) Fee vouchers.

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

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

(C) A clear explanation of the fee calculations.

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

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

(2) The contract includes provisions allowing the contractor to submit vouchers or invoices using the steps for non-electronic payment requests. In such instances the

Contractor agrees to submit non-electronic payment requests using the method or methods specified in Section G of the contract.

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

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

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

(End of clause)

2.10 AUTHORIZED CHANGES

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

2.11 JOINT FACILITY OCCUPANCY

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

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

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

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

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

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

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

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

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

2.12 LSP SAFETY AND HEALTH

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

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

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

The Contractor shall identify a Safety Representative to resolve safety and health issues in a manner consistent with Section 2.15, Government Insight and Approval, and Attachment 1, Statement of Work. The Contractor shall be responsible for establishing and maintaining safety procedures and controls in compliance with all Federal, State, and local laws and regulations applicable to safety and health.

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

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

Reporting shall be in accordance with NPR 8621.1, NASA Procedural Requirements for Mishap and Close Call Reporting, Investigating, and Record Keeping, and the NASA Payload Safety organization requirements as identified in their Mission’s Systems Safety Program Plan. The Contractor shall enforce a building clear for non-essential NASA LSP personnel during all hypergolic propellant flow and wetted fluid line disconnect operations. The Contractor shall enforce this building clear for all such operations in the facility whether they are being performed by NASA or non-NASA personnel. Non-essential NASA LSP personnel entrance into the area clear shall only occur when propellant flow has stopped, and the system has been determined to be in a static and leak-free state.

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

2.13 COORDINATION OF SPACECRAFT USE OF GOVERNMENT

PROPERTY, FACILITIES AND SERVICES

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

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

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

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

1. Provide engineering support services to assist the Contractor in supporting spacecraft and Government customer requirements to maintain voice, Operational TV (OTV), and data links between Cape Canaveral Space Force Station (CCSFS), or Kennedy Space Center (KSC) and the Contractor’s facility, in addition to associated tuning and patching at the CCSFS/KSC end.

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

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

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

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

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

1860.1 – Kennedy Space Center Ionizing Radiation Protection Program.

2.14 GOVERNMENT INSIGHT AND APPROVAL

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

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

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

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

NASA shall have insight into, or approval of Contractor initiated changes that affect NASA missions, in accordance with Attachment 1, Statement of Work. This insight/approval shall be accommodated with no increase to the contract price. Specific areas where the Government requires the right of approval and/or insight are listed in the following paragraphs. Additional requirements applicable to new and modified payload processing facilities and systems that have not been proven are defined in paragraph F.

A. PAYLOAD PRE-SHIP FACILITY INSPECTION

Approval is required for the following:

1. Certificate of Facility Readiness (COFR)

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

Insight is required for the following:

1. Facility and facility systems analyses, tests and configurations

2. Mission reviews, plans, and schedules

3. Major/Critical problems

4. Operations and maintenance procedures

5. Facility operating permits, licenses or other authorizing documents

6. Safety procedures and processes

B. EQUIPMENT/PAYLOAD OFFLOAD, TRANSPORT, AND DELIVERY

1. Offload and transport operation and procedure

2. Transportation route survey

Insight is required for the following:

1. Security escort, badging, and permit arrangements

2. Handling GSE

3. Safety procedures

C. PAYLOAD PROCESSING FACILITY AND SERVICES

1. Manifest Schedule (NASA missions only)

2. Sample analysis of propellants, gasses, and fluids

3. Payload Processing Facility cleanliness

4. Storage of GSE and flight hardware

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

2. Other tenants processing schedules

3. Major/critical problems

4. Anomaly resolution

5. Failure analysis

6. Operations and maintenance procedures

7. Maintenance history logs

8. Maintenance schedules

9. Storage, handling and sample analysis of propellants

10. Facility Security procedures

11. Facility Safety procedures

D. POST LAUNCH EQUIPMENT DEPARTURE

1. Handling of GSE

2. Facility and facility systems analysis and test

E. ANALYSIS AND INVESTIGATIONS AFFECTING NASA MISSIONS

1. Anomaly Investigation/Closeout

F. NEW AND MODIFIED PAYLOAD PROCESSING FACILITIES AND SYSTEMS

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

1. Cranes and other hardware handling equipment

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

3. Communication Systems

4. Uninterruptible Power Supply (UPS)

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

Notwithstanding the insight and approvals set forth above, the Contractor assumes full payload processing facility system performance responsibility as set forth in Attachment 1, Statement of Work and Section 2.16 Milestone Payments, Events and Completion Criteria.

2.15 ADJUSTMENTS TO PAYLOAD PROCESSING SCHEDULE

(GOVERNMENT AND CONTRACTOR DELAYS)

(a) Definitions

The following definitions are applicable to this clause:

Assembly, Test and Launch Operations (ATLO): The period of time that encompass spacecraft preparations for launch. The beginning of the period is serial to the end of long-term storage period, as defined in the SOW.

Initial Launch Capabilities (ILC): The launch date as specified in the Section 1.2.

Initial Facility Occupancy (IFO) Date: The initial facility occupancy date as specified in the Section 1.2. This date reflects the initial arrival of spacecraft personnel or mission related personnel, hardware, equipment, or supplies at the facility. Early access to the facility prior to IFO is required to accommodate communications installation and checks.

This access is limited to two weeks and will not count against the Occupancy Period.

Facility Departure Date: The date that all payload hardware and personnel vacate the facility as specified in the Section 1.2.

Occupancy Period: The period of time from the IFO date to the Facility Departure Date, plus any applicable grace period.

Delay: A Government or Contractor delay of either IFO date or the Launch Date (LD). A Delay will commence when the delaying party provides written notice specifying the duration of the delay.

Grace Period: An allowable period of time for delays of the LD (if notification of delay is made after initial facility occupancy date.) During the grace period, delay damages are waived. The total cumulative grace period used for any one mission cannot exceed 1 week.

(b) Schedule Adjustments

The Contractor shall be notified of Government delays in IFO and/or LD in a timely manner. Government delays declared after the first payment has been made and prior to IFO are subject to equitable adjustment with changes processed pursuant with FAR 52.212-4(c), Changes.

Government delays declared between IFO and Facility Departure Date will be subject to equitable adjustment to cover Contractor costs not otherwise included in the weekly extended facility occupancy rate which applies to delays extending the Occupancy Period plus grace period, if applicable. This rate shall be applied in weekly denominations only and shall be calculated in accordance with terms set forth in the contract.

Contractor delays shall be subject to equitable adjustment credits. Delays caused by the Contractor’s inability to support mission schedule requirements due to changes in other launch customer requirements, including other Government launch customers, will be considered Contractor delays and may result in the Government terminating this contract without penalty to the Government. Should the Contractor delay the IFO date and/or the scheduled facility departure date, the Contractor shall be liable for the delay costs incurred by the Government. Contractor liability for such delay costs shall not exceed the contracted value.

(c) No Fault

1. There shall be no postponement fees or equitable adjustment when the delay arises solely out of causes beyond the control of NASA or the Contractor, and not due to the fault or negligence of NASA or the Contractor. Such causes include, but are not limited to, the following:

Delays resulting from Acts of God, acts (including delay or failure) of any

Governmental authority other than the contracting agency, wars, riots, revolution, hijacking, strikes, freight embargoes, sabotage, epidemics, pandemics or any condition which jeopardizes the safety of the employees of the Government, the Contractor, or its subcontractors.

Should any of the above occur, the Contractor shall be responsible for taking reasonable steps to mitigate any impacts to the payload processing facility schedule.

Further, each party agrees to bear its own costs for the delay with no increase to the contract price.

2. The Contracting Officer shall decide whether events or causes for delays are or are not beyond the control of NASA or the Contractor. Any disagreement shall be subject to the Disputes clause.

(d) Notice If the Contractor or the Government receives a Notice of Delay from the other party, the

Contractor or the Government shall, within three days of receipt, agree to the requested new IFO date and/or LD or propose an alternative. If the Government and the Contractor fail to agree on a new IFO date and/or LD, then the Contracting Officer shall set the new IFO date and/or LD except as noted in paragraph (e) below. Any disagreement shall be subject to the Disputes clause of this contract.

(e) Scheduling The Contractor will use its best efforts to accommodate and agree to the NASA’s request for a new IFO date or LD. Additionally, prior to accepting a request from a third-party customer (including other Government customers), the Contractor shall provide NASA the 1st right of refusal to occupy the agreed upon facility through October 31, 2023.

Government shall have 7 days to exercise this right and will compensate Contractor the agreed amount of TBN to preserve occupancy.

(f) Concurrent Delays The parties agree that the liquidated damages and/or equitable adjustment specified in this contract for IFO and/or LD delays are not payable for concurrent delays by NASA and the Contractor.

2.16 MILESTONE PAYMENTS, EVENTS AND COMPLETION CRITERIA

A. DEFINITION

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

B. PURPOSE AND AUTHORITY

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

COR.

C. PROCEDURES

CLIN 1 will be paid in its entirety upon completion.

CLIN 2 thru CLIN 3 will be paid on a unit basis as defined in Table 1.2.1, CLIN Schedule, in accordance with 52.212-4, Contract Terms and Conditions.

CLIN 4 the Contracting Officer will authorize payment based upon completion of four predefined milestones. Milestones one through four will have fixed percentage payments of the price, and the Contractor’s performance will be assessed, but the percentage will not be changed.

Upon Contracting Officer authorization of each milestone payment, the Contractor shall submit an invoice in accordance with Section 2.9, NFS 1852.232-80 Submission of Vouchers/Invoices for Payment (APR 2018). The Contracting Officer may defer payment at any milestone when the Contractor has failed to meet the requirements of the milestone. The payment will only be deferred until that time when all requirements have been met. Milestone four will have a maximum percentage payment, based upon the initial price, which may be reduced based on the Contractor’s performance on milestones one through four. The four milestones, associated criteria, and percentages are defined as follows:

Table 2.16-1 Spacecraft Processing Service Milestone Schedule for CLIN 4

# Title Payment Percentage Payment 1 Start of CLIN 4 10% TBP 2 Certificate of Facility Readiness 25% TBP 3 Move to Pad 35% TBP 4 Facility Departure 30% TBP

1. Start of CLIN 4

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

2. The Certificate of Facility Readiness (COFR)

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

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

3. Spacecraft Processing Period (ATLO 2.0) (Apr 1, 2023-Oct 31, 2023)

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

4. Facility Departure (Oct 31, 2023)

The Contractor shall have demonstrated that all facility systems have met the Government’s minimum requirements as defined in the SOW, all necessary support services and materials required at the PPF have been provided in a timely manner during the pad processing and launch periods, and any facility system failures or deficiencies have been corrected without causing delay to the processing or launch schedule. The Contractor shall have provided the necessary equipment and personnel to load and transport the GSE and payload (if required) from the PPF to the departure point without incident. When all mission-related hardware, equipment, and supplies have departed the facility, the Contracting Officer will authorize the milestone payment of up to (or percentage thereof) as defined by the table in Section 2.16, and any increase/decrease due to contract modification.

2.17 LICENSES, PERMITS, AND INSURANCE FOR A PAYLOAD PROCESSING

FACILITY/OPERATOR

The Contractor shall assume all responsibility for obtaining the necessary licenses, permits, site plans,…