NSSL_Phase_2_LSP_Model_Contract_28_June_2019.pdf

FA8811-19-R-0002

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER 5. SOLICITATION NUMBER

FA8811-19-R-0002

6. SOLICITATION ISSUE DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

DEVON T. POLLARD

b. TELEPHONE NUMBER (No collect calls) 3106532552

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY SMC/LEK CODE FA8811 10. THIS ACQUISITION IS

UNRESTRICTED

11. DELIVERY FOR

FOB DESTINATION

UNLESS BLOCK IS

12. DISCOUNT TERMS

SPACE & MISSILE SYSTEMS CENTER SET ASIDE: % FOR MARKED

483 N. AVIATION BLVD. SMALL BUSINESS SEE SCHEDULE

EL SEGUNDO, CA 90245-2808 HUBZONE SMALL BUSINESS 13a. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700) DEVON T. POLLARD 3106532552 EMERGING SMALL BUSINESS

devon.pollard@us.af.mil 8(A) 13b. RATING

DX-A2 SERVICE DISABLED VET SB

NAICS: 481212 14. METHOD OF SOLICITATION

RFQ IFB RFP SIZE STANDARD: 1500

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

SEE SF1449 Continuation

17a. CONTRACTOR/ CODE

OFFEROR FACILITY

CODE 18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO.

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

OFFER

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

BELOW IS CHECKED SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

See SF1449 Continuation (Attach Additional Sheets as Necessary)

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

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN COPIES TO 29. AWARD OF CONTRACT: REF. OFFER DATED . YOUR OFFER ON

ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH SOLICITATION (BLOCK 5) INCLUDING ANY ADDITIONS OR CHANGES OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS: SEE

TERMS AND CONDITIONS SPECIFIED HEREIN. CONTINUATION.

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

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

32a. QUANTITY IN COLUMN 21 HAS BEEN

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

32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

CORRECT FOR

36. PAYMENT

COMPLETE PARTIAL FINAL

37. CHECK NUMBER

PARTIAL FINAL

38. S/R ACCT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print) 41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42b. RECEIVED AT (Location)

42c. DATE REC’D (YY/MMM/DD) 42d. TOTAL CONTAINERS mailto:devon.pollard@us.af.mil

LAUNCH SERVICE

Noun: LAUNCH SERVICE

PSC: V126

DD1423 is Exhibit: A Contract type: J - FIRM FIXED PRICE Start Date: ASREQ Completion Date: ASREQ Descriptive Data:

(a) The Contractor shall perform all work associated with Launch Service mission requirements, Attachment 1, Performance Work Statement (PWS), Sections 3.1, 3.2, 3.3, 3.5 and 3.6, and all subsections therein designated as Launch Service (LS).

(b) Launch Vehicle Configuration: (To be filled in by the

Government at task order issuance)

(c) Firm Fixed Price (FFP): (To be filled in by the Government based on the prices in Attachment 8 upon task order issuance, or Attachment 9, Payment Plan, as applicable).

(d) Period of Performance: Authority to Proceed (ATP) for each applicable mission - Launch Period (TBD) + 2 months post launch

(e) Accounting and Appropriation Data: (To be filled in by the

Government upon task order issuance)

(g) All data associated with this CLIN, including CDRL deliverables, is included in the price.

Qty Unit Price ITEM SUPPLIES OR SERVICES Purch Unit Total Item Amount

MISSION UNIQUE SERVICES – PROCUREMENT

Noun: MISSION UNIQUE SERVICES

DD1423 is Exhibit: A Contract type: J - FIRM FIXED PRICE Start Date: ASREQ Completion Date: ASREQ Descriptive Data:

(a) The Contractor shall perform all work associated with supporting Mission Unique Services, in accordance with Attachment 1, PWS, Sections 3.4 and 3.8, and all applicable subsections therein.

(b) The Contractor shall perform all work associated with supporting mission integration, launch operations, and spaceflight worthiness necessary for mission unique Interface Control Document (ICD) requirements not already covered in Attachment 1, PWS, Sections 3.4 and 3.8, and all applicable subsections therein.

(c) Mission Unique Services: (To be filled in by the Government upon task order issuance)

(d) Firm Fixed Price: (To be filled in by the Government upon task order issuance based on the prices in Attachment 8 if applicable or negotiated separately for activities not in Attachment 8)

(e) Period of Performance: ATP for each applicable mission - Launch Period (TBD) + 2 months post launch

(f) Accounting and Appropriation Data: (To be filled in by the Government upon task order issuance)

(g) All data associated with this CLIN, including CDRL deliverables, is included in the price.

EARLY INTEGRATION STUDIES / SPECIAL STUDIES

Noun: STUDIES

DD1423 is Exhibit: A Contract type: J - FIRM FIXED PRICE Start Date: ASREQ

(a) The Contractor shall perform all work associated with supporting Early

Integration Studies (EIS) in accordance with Attachment 1, PWS, Section 3.9, and other required Special Studies, in accordance with Attachment 1, PWS, Section 3.10.

(b) The Contractor agrees to utilize the firm fixed prices listed under Early Integration Studies (EIS) within Attachment 8, Pricing Tables.

(c) Each EIS effort shall be directed by the PCO, via the issuance of each task order against this contract. Each order shall:

1. Establish the objective(s) of the support to be accomplished;

2. Obligate the appropriate amount of funds;

3. Establish a period of performance for the task;

4. Utilize the appropriate fixed price for the applicable scope;

5. Establish delivery requirements, e.g., final reports, CDRL delivery, as required; and

6. Incorporate the EIS SOW as an Attachment to the task order.

(d) CLIN 0003 can also be used to buy FFP Special Studies, other than EIS, to support Government Reviews, Anomaly Resolution and Mission Assurance activities in accordance with PWS 3.10. The price for these Special Studies are not defined in Attachment 8, and will be negotiated prior to task order issuance. For such Special Studies, the Government will issue an RFP that will include a description of the support requirements and the delivery requirements. Upon RFP receipt, the Contractor shall submit to the Government a schedule, a brief description of how the Contractor will accomplish the task, and the basis of estimate for its price.

(e) Each Special Study effort shall be ordered by the PCO, via the issuance of a task order against this contract. Each task order shall:

3. Establish a period of performance for the task;

4. Establish a fixed price;

5. Establish delivery requirements, e.g., final reports, CDRL delivery, as required;

6. Incorporate the SOW for each effort as an attachment to the task order;

7. Establish inspection and acceptance terms

(f) Inspection and acceptance will be as specified in EIS/Special Study task order at time of task order issuance.

(g) Accounting and Appropriation Data will be completed upon task order issuance.

(h) All data associated with this CLIN, including CDRL deliverables, is included in the price.

QUICK REACTION / ANOMALY RESOLUTION / SPECIAL STUDIES

Noun: ANOMALY RESOLUTION EFFORT / STUDIES

DD1423 is Exhibit: A Contract type: J - FIXED PRICE-LEVEL OF EFFORT Start Date: ASREQ Completion Date: ASREQ Descriptive Data:

(a) The Government shall have the right to direct the Contractor to accomplish the subject efforts, in accordance with Attachment 1, PWS, Section 3.7, and all subsections therein.

(b) The Government will either issue an RFP, which will include a description of the support requirements, or issue a unilateral task order specifying the number of hours and a description of the support required. In no event shall the Contractor exceed the hours authorized for each individual LOE without written approval of the Contracting Officer. Most task orders will be bilateral however, unilateral task orders may be necessary to ensure quick action support for anomalies and national security actions.

(c) Upon RFP receipt, the Contractor shall submit to the Government a schedule, a brief description of how the Contractor will accomplish the task, and the number of composite labor hours required for proposal preparation and task completion (separately identified).

(d) The Contractor agrees to utilize the appropriate fixed price composite labor rate in Attachment 8 for proposal pricing and billing purposes. The composite rate includes all direct and indirect labor, ODCs (materials, travel, and per diem) for both prime and subcontractors, and profit.

(e) The maximum number of hours which can be ordered annually under this clause will not exceed 100,000 hours.

(f) Each effort shall be directed by the PCO, via the issuance of a task order against this contract. Each task order shall:

3. Establish a period of performance for the task;

4. Establish a fixed price;

5. Establish the number of hours authorized for LOE efforts;

6. Establish delivery requirements, e.g., final reports, CDRL delivery, as required;

7. Incorporate the SOW for each effort as an attachment to the task order;

8. Establish inspection and acceptance terms

(g) Inspection and acceptance will be as specified in Quick Reaction/Anomaly

Resolution/Special Study task order at time of task order issuance.

(h) Accounting and Appropriation Data will be completed upon task order issuance.

(i) All data associated with this CLIN, including CDRL deliverables, is included in the price.

LAUNCH SERVICE SUPPORT

Noun: LAUNCH SERVICE SUPPORT

DD1423 is Exhibit: A Contract type: J - FIRM FIXED PRICE Start Date: ASREQ

(a) The Contractor shall perform all work associated with those paragraphs annotated as LSS in Attachment 1, PWS, Sections 3.1, 3.2, 3.3, 3.5, 3.6 and all subsections therein.

(b) Period of Performance: (To be filled out at task order issuance for Launch Service Support).

(c) The Contractor agrees to utilize the fixed price rates listed under Annual Launch Service Support Price within Attachment 8 provided by the Contractor on the proposal and effective for the PoP beginning on the date of award of the contract. Annual prices will be invoiced for after thirty (30) days of work has been performed and paid out in twelve (12) equal payments.

(d) Accounting and Appropriation Data: (To be filled in by the Government upon task order issuance)

(e) All data associated with this CLIN, including CDRL deliverables, is included in the price.

MISSION ACCELERATION

Noun: MISSION ACCELERATION

Contract type: J - FIRM FIXED PRICE Start Date: ASREQ

(a) The Contractor shall perform all work associated with supporting early launch accommodation activities to accelerate missions in accordance with acceleration clause, 52.212-4(z)(4).

(b) Launch Schedule Acceleration (Number of months): (To be filled in by the Government upon issuance of task order for acceleration).

(c) Assigned Launch Period/Launch Slot: (To be filled in by the Government upon issuance of task order for acceleration).

(d) Period of Performance: Task order issuance for acceleration through launch.

(e) The Contractor agrees to utilize the firm fixed price acceleration rates per the applicable time period accelerated, as listed within Attachment 8.

(f) Accounting and Appropriation Data will be completed upon task order issuance.

(g) All data associated with this CLIN is included in the price.

FLEET SURVEILLANCE

Noun: FLEET SURVEILLANCE

DD1423 is Exhibit: A Contract type: J - FIRM FIXED PRICE Start Date: ASREQ

(a) The Contractor shall perform all work associated with supporting non-NSS Fleet Surveillance in accordance with Attachment 1, PWS, sections 3.2, 3.5 and 3.6.

(b) Period of Performance: (To be filled in by the Government upon Task Order Issuance).

(c) The Contractor agrees to utilize the fixed price per mission prices listed under Fleet Surveillance established in Attachment 8, Pricing Tables.

(d) The Contractor shall invoice the Government twice per fiscal year, within 30 days of the end of the first (31 December) and third fiscal (30 June) quarters and provide proof of all non-NSS fleet launches occurring during the immediately preceding two fiscal quarters within the contract Period of Performance. The Government will multiply the applicable per mission rate by the number of confirmed non-NSS fleet launches to determine the cumulative fleet surveillance price to be paid to the Contractor.

(e) Accounting and Appropriation Data: (To be filled in by the Government upon task order issuance)

(f) All data associated with this CLIN is included in the price.

CUMULATIVE MISSION SUCCESS INCENTIVE

Noun: PERFORMANCE INCENTIVE

Contract type: J - FIRM FIXED PRICE Start Date: ASREQ

(a) This CLIN covers the Cumulative Mission Success Incentive in accordance with Attachment 10A, Cumulative Mission Success Incentive Plan.

(b) Period of Performance: In accordance with Attachment 10A, Cumulative Mission Success Incentive Plan.

(c) Accounting and Appropriation Data: (To be filled in by the Government upon

AWARD FEE INCENTIVE

Noun: AWARD FEE INCENTIVE

Contract type: J - FIRM FIXED PRICE Start Date: ASREQ

(a) This CLIN covers the Award Fee Incentive in accordance with Attachment 10B, Award Fee Plan.

(b) Period of Performance: In accordance with the award periods established in Attachment 10B, Award Fee Plan.

(c) Accounting and Appropriation Data: (To be filled in by the Government upon

MISSION UNIQUE SERVICES – R & D

Noun: MISSION UNIQUE SERVICES

DD1423 is Exhibit: A Contract type: J - FIRM FIXED PRICE Start Date: ASREQ Completion Date: ASREQ Descriptive Data:

(a) The Contractor shall perform all work associated with supporting Mission Unique Services activities, in accordance with Attachment 1, PWS, Sections 3.4 and 3.8., and all applicable subsections therein.

(b) The Contractor shall perform all work associated with supporting mission integration, launch operations, and spaceflight worthiness necessary for mission unique Interface Control Document (ICD) requirements not already covered in Attachment 1, PWS, Sections 3.4 and 3.8, and all applicable subsections therein.

(c) Mission Unique Services: (To be filled in by the Government upon task order issuance)

(d) Firm Fixed Price: (To be filled in by the Government upon task order issuance based on the prices in Attachment 8 if applicable or negotiated separately for activities not in Attachment 8)

(e) Period of Performance: ATP for each applicable mission - Launch Period (TBD) + 2 months post launch

(f) Accounting and Appropriation Data: (To be filled in by the Government upon task order issuance)

(g) All data associated with this CLIN, including CDRL deliverables, is included in the price.

1. FAR 52.203-03 GRATUITIES (Apr 1984)

(a) The right of the Contractor to proceed may be terminated by written notice if, after notice and hearing, the agency head or a designee determines that the Contractor, its agent, or another representative--

(1) Offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official, or employee of the Government; and

(2) Intended, by the gratuity, to obtain a contract or favorable treatment under a contract.

(b) The facts supporting this determination may be reviewed by any court having lawful jurisdiction.

(c) If this contract is terminated under paragraph (a) above, the Government is entitled--

(1) To pursue the same remedies as in a breach of the contract; and

(2) In addition to any other damages provided by law, to exemplary damages of not less than 3 nor more than 10 times the cost incurred by the Contractor in giving gratuities to the person concerned, as determined by the agency head or a designee. (This subparagraph (c)(2) is applicable only if this contract uses money appropriated to the Department of Defense.)

(d) The rights and remedies of the Government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.

2. FAR 52.204-02 SECURITY REQUIREMENTS (Aug 1996)

(a) This clause applies to the extent that this contract involves access to information classified "Confidential," "Secret," or "Top Secret."

(b) The Contractor shall comply with--

(1) the Security Agreement (DD Form 441), including the National Industrial

Security Program Operating Manual (DOD 5220.22-M); and

(2) any revisions to that manual, notice of which has been furnished to the Contractor.

(c) If, subsequent to the date of this contract, the security classification or security requirements under this contract are changed by the Government and if the changes cause an increase or decrease in security costs or otherwise affect any other term or condition of this contract, the contract shall be subject to an equitable adjustment as if the changes were directed under the Changes clause of this contract.

(d) The Contractor agrees to insert terms that conform substantially to the language of this clause, including this paragraph (d) but excluding any reference to the Changes clause of this contract, in all subcontracts under this contract that involve access to classified information.

3. FAR 52.211-15 DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS (Apr 2008)

This is a rated order certified for national defense, emergency preparedness, and energy program use, and the Contractor shall follow all the requirements of the Defense Priorities and Allocations System regulation (15 CFR 700).

(a) Inspection/Acceptance. Tailored, see 52.212-04(a) Addendum, below.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.3727). However, when a third party makes payment (e.g., use of the Government wide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Tailored, see 52.212-04(c) Addendum, below.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes—Alt-1, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

(f) Excusable delays. Tailored, see 52.212-04(f) Addendum, below.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

4. FAR 52.212-04 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (Oct 2018)

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

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

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

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.

(1) Items accepted—Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt Payment—The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest—

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

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

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

or

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

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

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

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

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

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

(n) Title. Tailored, see 52.212-04(n) Addendum, below.

(o) Warranty. Tailored, see 52.212-04(o) Addendum, below.

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C.

1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C.

431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) Reserved

(u) Unauthorized Obligations.

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

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

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

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

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

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

52.212-4, Contract Terms and Conditions -- Commercial Items is hereby tailored as follows:

(a) Inspection/Acceptance. Pursuant to FAR Subpart 12.402(b), 52.246-11 Higher-Level Contract Quality Requirement shall govern and apply to this contract and is incorporated herein by reference and in full-text separately. Likewise, FAR clause 52.246-04 Inspection of Services-Fixed-Price is incorporated herein by reference. The Government, to include Air Force, NRO, and DCMA representatives, reserves the right to perform in-process inspection or testing of any launch services tendered for acceptance prior to launch. The Government, to include Air Force, NRO, and DCMA representatives, reserves the right to perform Quality Management System inspections. Inspection/Acceptance shall be documented via a Contractor submitted Receiving Report in Wide Area Work Flow (WAWF) within 60 days of delivery. Government Acceptance shall be documented upon subsequent acceptance of the Receiving Report by the Contracting Officer or authorized Contracting Officer Representative (COR) in WAWF in accordance with DFARS 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports and DFARS 252.246-7000 Material Inspection and Receiving Report.

(1) Acceptance for CLIN 0001, CLIN 0002, CLIN 0005, CLIN 0006, CLIN 0007, and CLIN 0010 shall be in accordance with Attachment 4, Acceptance Criteria.

5. FAR 52.212-04 ADDENDUM TO CONTRACT TERMS AND CONDITIONS--COMMERCIAL

ITEMS (Dec 2014)

(2) Acceptance for Data & Reports shall be as specified in the attached Contract Data Requirements Lists (CDRL), DD Form 1423 (See Exhibit A).

(3) For services other than launch services, the Government must exercise its post acceptance rights:

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

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

(4) Acceptance for CLIN 0003 and CLIN 0004 will be established upon task order issuance, as specified in the respective CLIN descriptions, above.

(5) Acceptance for CLIN 0008 shall be as specified in Attachment 10a, Cumulative Mission Success Incentive Plan.

(6) Acceptance for CLIN 0009 shall be as specified in Attachment 10b, Award Fee Plan.

(b) Assignment. See standard clause 52.212-4(b), above.

(c) Changes. FAR clause 52.243-1 Changes - Fixed-Price, Alternate I, is hereby incorporated by reference and in full-text separately. FAR clause 52.243-7 Notification of Changes is incorporated herein by reference and in full-text separately.

(d) Disputes. See standard clause 52.212-4(d), above.

(e) Definitions. See standard clause 52.212-4(e), above.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers.

The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence. This subpart (f) shall not apply to postponements and delays subject to paragraph (w) Launch Schedule Determination and Adjustments.

(g) Invoice. See standard clause 52.212-4(g), above.

(h) Patent indemnity. See standard clause 52.212-4(h), above.

(i) Payment. See standard clause 52.212-4(i), above.

(j) Risk of loss. See standard clause 52.212-4(j), above.

(k) Taxes. See standard clause 52.212-4(k), above.

(l) Termination for the Government’s convenience. See standard clause 52.212-4(l), above.

(m) Termination for cause. See standard clause 52.212-4(m), above.

(n) Title. Unless otherwise specified, title to items furnished in conjunction with services under this contract shall remain with the Contractor. The Government shall not take title to launch vehicles under contracts for launch services.

(o) Warranty. Unless otherwise specified, the Contractor makes no warranty, express or implied, with respect to the services delivered or performed hereunder. To the extent any supplies are delivered under this contract, the Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in the contract.

(p) Limitation of liability. See standard clause 52.212-4(p), above.

(q) Other compliances. See standard clause 52.212-4(q), above.

(r) Compliance with laws unique to Government contracts. See standard clause 52.212-4(r), above.

(s) Order of precedence. See standard clause 52.212-4(s), above.

(t) Reserved

(u) Unauthorized Obligations. See standard clause 52.212-4(u), above.

(v) Incorporation by reference. See standard clause 52.212-4(v), above.

(w) Launch Schedule Determination and Adjustments.

(1) Definitions: For purposes of this clause, the following definitions apply:

(i) “Launch Schedule” means the current and applicable Launch Period, Launch Slot, or Launch Date for a particular launch service.

(ii) “Launch Period” means a period of 90 calendar days during which the Launch is scheduled to occur.

(iii) “Launch Slot” means a 30 calendar day window, with associated launch site location assignment, given to a mission and integrated LV configuration for when the Launch is scheduled to occur. This is assigned in coordination with the Current Launch Schedule Review Board (CLSRB).

(iv) “Launch Date” means the calendar date within the Launch Slot during which the Launch is scheduled to occur. If no exact date is established, the first day of the Launch Slot, or Launch Period will be used.

(v) “Launch Opportunity” means a time period (non-zero) during which the Contractor may provide a launch service (including Launch Period, Launch Slot, and Launch Date).

(vi) “Grace Period” is defined as the number of days the Contractor/Government may delay the launch date, without incurring liquidated damages/postponement fees. Using the applicable Table 1 or Table 2, below, for each corresponding time frame, the number of Grace Days available is the smaller of either (1) the Grace Days specified in the Grace Period column, or the (2) the remaining number of unused Grace days from the previous timeframe, except there will be no Grace period for accelerated missions with the exception of the 10 Grace Days at L-10.

For example, if the Government used 40 Grace Days during the period L-12 through L-6 months, there would be 50 Grace Days available during the period L-6 through L-3 months. If no further days are used in the period L-6 through L-3 months, there would be 30 Grace Days available during the period L-3 months through L-11 days, with 20 Grace Days having expired.

(vii) “Grace Day” is one day in duration within the Grace Period.

(viii) “Initial Launch Capability” (ILC) is the first day of the Launch Period or Launch Slot.

(ix) “Postponement Period” is the number of days of delay starting from the day after the original established Launch Period.

(x) “Postponement Fees” or “Liquidated Damages” are fixed and agreed to dollar amounts paid by the Party causing a delay (i.e. not subject to Grace Days or Excusable Delays).

Postponement fees do not include Acceleration Recapture fees as specified in paragraph (z)(4)(7)(A).

(2) Reference Mission Assignment: Reference missions shall be assigned by the Government on an annual basis IAW paragraph (z) Ordering.

(3) Launch Scheduling: The Parties’ actions for each phase of the launch scheduling process are defined below:

(i) Launch Period Assignment: A Launch Period will be assigned at Reference Mission Assignment Notification IAW paragraph (z)(3)(ii)(A) no later than 24 months prior to launch date, unless the launch service is accelerated in which case the Launch Period Assignment will occur at issuance of the task order for acceleration.

(ii) Reference Mission Order: Reference Missions orders will normally be made 24 months prior to Launch Date IAW paragraph (z)(3)(ii)(B), but may be ordered prior.

(iii) Launch Slot Determination: The Contractor shall provide a Launch Slot Recommendation (LSR) (CDRL A022) to the PCO no later than 365 calendar days prior to the beginning of the Launch Period (or if accelerated 6, 9 or 12 months, no later than five calendar days after Acceleration order), identifying the following:

(A) A Launch Slot within the previously assigned Launch Period, if applicable;

(B) A decision date for Government concurrence. If not specified, need date is fifteen (15) calendar days after Government receipt of the LSR.

By the decision date specified in the CDRL A022 submission, the PCO or Contracting Officer’s Representative (COR) will provide written concurrence with either the LSR or mutually agreed LSR updates, or will recommend a Launch Slot for the Contractor’s concurrence.

(iv) Mission Set Defined: The NSSL Mission Set for a Reference Mission Order will be defined no later than 365 days prior to beginning of the launch slot, unless accelerated by 12 months, in which case it will occur at issuance of the task order for acceleration.

(v) Launch Date Determination: The Contractor shall provide a Launch Date Recommendation (LDR) (CDRL A022) to the PCO no later than 225 calendar days (approximately 7.5 months) prior to the beginning of the Launch Slot identifying the following:

(A) Specific Launch Date within the previously authorized Launch Slot

(B) The launch site assigned by the Government at Reference Mission Assignment Notification

(C) Deadline for Government-provided payload/spacecraft ready for Launch Vehicle Mate

(D) A decision date for Government concurrence. If not specified, need date is fifteen (15) calendar days after Government receipt of the LDR.

By the decision date specified in the CDRL A022 submission, the PCO or COR will provide written concurrence with either the LDR or mutually agreed LDR updates, or will recommend a Launch Date for the Contractor’s concurrence.

(vi) Mission Configuration Locked: The mission configuration will be locked 180 days prior to the launch date, and if an auxiliary payload is not ready 30 days prior to launch date then a mass simulator will be used.

(4) Launch Schedule Adjustment: In the event either Party identifies a need to further revise the Launch Schedule established IAW paragraph (3) above, the process and terms set forth below shall apply:

(i) Government/Contractor will give written notice of any desired change in the Launch Schedule as soon as possible. In the case of a request for postponement of the Launch Schedule by the Government/Contractor, the Government/ Contractor will propose a new Launch Slot, or Launch Period, or Launch Date (as appropriate). Within two weeks of receipt of the written request of a Launch schedule Adjustment, the Contractor/Government will inform the Government/Contractor whether a Launch Opportunity exists as requested or will propose an alternatively available Launch Slot, Launch Period, or Launch Date (as appropriate). The Government/Contractor will work to provide written agreement within thirty

(30) days following receipt of the Contractor’s/Government’s proposition, and will work together to deconflict and resolve any possible Range conflicts.

(ii) The Postponement Periods for both the Government and the Contractor shall include the applicable Grace Period plus any excusable delay (e.g. a “No Fault” delay as described in section (4)(ix)) plus any days to subject to postponement fees or liquidated damages.

Postponements during this period shall be subject to the Postponement Fees pursuant to sections (4)(v) through (4)(vii) and will be paid by the party responsible for the delay.

Submission of a request to postpone a launch is not an admission of responsibility for the postponement. Responsibility for a postponement will be based upon a determination of the underlying Tables 1 and 2 and the predominant day-to-day cause requiring delay. The Contractor is prohibited from delaying launch in order to perform Secondary Objectives without Government approval. Circumstances precluding the use of Secondary Objectives will not be considered in the final “go/no-go” decision by the Government Mission Director.

(iii) If the Contractor requests a postponement of the Launch Date and the Government agrees to the postponement, the Parties agree that, in lieu of Termination for Cause and in place of actual damages, the price of the launch service shall be reduced by the agreed upon fixed liquidated damages prices in Table 1 for each calendar day of delay in excess of the Grace period commencing upon receipt of the notification. In this event, the Government shall have the right of approval of the revised Launch Date prior to its implementation. The Government shall also have the right of approval of the reallocation of launch vehicles if milestone payments have already been made towards a designated launch vehicle. Finally, the Government shall have the right of approval prior to any revision in its position (i.e., the order in the Contractor’s launch manifest queue sequence, if it results in the postponement of the Government Launch Date).

(iv) If the Contractor fails to request a postponement and the major program milestone event designated as the launch is delayed (i.e., the launch service is not completed by the contractual Launch date), for reasons other than those excusable delays described in paragraph (4)(ix), then the Contractor shall pay the Government for each day of delay IAW Table 1. The Government reserves the right to terminate this contract in whole or in part under FAR 52.212-04(m), Termination for Cause, of this contract, and in that event, the Contractor shall be liable for the agreed upon fixed liquidated damages prices in Table 1, accruing until the time the Government may reasonably obtain delivery or performance of similar supplies or services, up to the maximum specified in paragraph (4)(vii). The liquidated damages shall be in addition to any other costs under FAR 52.212-04(m), Termination for Cause.

(v) Each postponement request by the Contractor that is not either a Grace Period, or an excusable delay in accordance with paragraph (4)(ix) herein, is subject to the liquidated damages shown in Table 1.

(vi) If the Government requests a postponement of the Launch date, the Parties agree that, in place of actual damages, the price of the launch service shall be increased by the agreed upon fixed postponement fee prices in Table 2, commencing upon receipt of notification from the PCO, for each calendar day of delay in excess of the Grace Period. Each postponement request by the Government that is not either a Grace Period or an excusable delay in accordance with paragraph (4)(ix) is subject to the Postponement Fees shown in Table 2.

(vii) The maximum amount of liquidated damages or postponement fees paid by the Contractor or Government respectively, is $5.5M each, per launch service. The maximum amount applies only to the Liquidated Damages/Postponement Fees shown in Tables 1 and 2.

(A) For launch services accelerated in accordance with Ordering paragraph (z)(4)(v), Launch Schedule Acceleration, the maximum amount of liquidated damages paid by the Contractor will be $5.5M, plus the total amount paid for acceleration (the “Acceleration Recapture”). In the event an accelerated mission is not launched by the accelerated launch date for reasons other than excusable delays in (4)(ix), then, in addition to the Liquidated Damages specified in Table 1, the Contractor shall pay the Government a daily Acceleration Recapture fee for each day of delay beyond the accelerated launch date until the date the actual launch occurs. The daily Acceleration Recapture fee will be calculated as follows: Total Paid for Acceleration (TPA) divided by total the number of Days Accelerated (DA), the result of which is multiplied by the number days delayed (DD) beyond the accelerated launch date until the actual date launched [daily Acceleration Recapture fee = (TPA/DA) x DD].

The daily Acceleration Recapture fee will apply concurrently with, and in addition to, the daily the Liquidated Damages fees specified in Table 1.

(viii) In the event that the Government or Contractor postpones the Launch Date, milestone payments specified in Attachment 9, Payment Plan, shall be suspended for the length of the postponement. The payment of Government Postponement Fees to the Contractor, Contractor Liquidated Damages to the Government, and Acceleration Recapture fees if applicable, will occur by the methods described in 4(xi), below.

(ix) The Government/Contractor will not be charged with Postponement Fees/Liquidated Damages when the delay in delivery or performance arises solely out of causes beyond the control of the Government/Contractor and not due to the fault or negligence of the Government/Contractor. Such causes include, but are not limited to the occurrences defined in FAR 52.212-04(f) Excusable Delays, and any contracting actions resulting from a Stop Work Order under FAR 52.242-15.

(x) Once a Launch Date has been specified, it may be changed by the cumulative amount of the Grace Days established above by the Government or the Contractor, without consideration to the other party, if the mission requirements can be met. The cumulative total of Grace Days exercised by the Government per launch Service shall not exceed 365 days, excluding the 10 available Grace Days at L-10. The cumulative total of Grace Days exercised by the Contractor per launch service shall not exceed 90 days, excluding the 10 available Grace Days at L-10.

(xi) Government Postponement Fees shall be paid to the Contractor in the next milestone payment made after the length of the delay period expires, for completion of major program milestone events in accordance with Attachment 9, Payment Plan. Contractor Liquidated

Damages and Acceleration Recapture Fees will be subtracted from the next milestone payment made after the delay period ends in accordance with Attachment 9, Payment Plan.

In the event the next applicable milestone payment does not contain sufficient funds to cover the full amount of Liquidated Damages Fees or Acceleration Recapture Fees owed to the Government, the Government will continue to subtract the remaining Fees owed from subsequent milestone payments until the Fees are paid in full, subject to the per mission maximums specified in 4(vii) and 4(vii)(A).

(xii) In the event of an anomaly on…