3._RFP10-99-0021_Rev_N.docx

EXECUTIVE SUMMARY

NASA Launch Services II (NLS II)

RFP10-99-0021 – Revision JN

The NLS II contract “On-Ramp” clause authorizes NASA to invite domestic launch service providers that meet minimum contract requirements to submit proposals to furnish launch services for NASA and NASA-sponsored payloads on an indefinite delivery / indefinite quantity (IDIQ) basis. Proposals are solicited and evaluated during specified “open seasons” conducted each year during the life of the NLS II contract. Resulting contract(s) will also require performance of non-standard services and special task assignments in support of launch services. Generally, the payloads to be launched will support the goals and objectives of various NASA programs.

During this open season, NASA invites proposals for risk category 2 and 3 launch services capable of delivering, at a minimum, a 250 kg payload to orbit at an altitude of 200 km and a launch inclination of 28.5 degrees. Although there are no firm missions included in this solicitation, offerors are requested to identify and price, on a not-to-exceed (NTE) basis, standard and non-standard launch services that meet NLS II contract requirements. Standard launch services shall be offered for all of the order years remaining on the NLS II contract, i.e., order years 20202019 through June 30, 2025 (Non-Standard and Special Task Assignment Labor Rates through December 31, 2027).

Selection for award of an NLS II contract will be determined by NASA in accordance with (IAW) the evaluation criteria specified in Attachment E3 of the RFP which includes, among other things, a requirement that the launch service provider be a domestic source who is AS9100 certified by the date of contract award. Other factors that will be evaluated include the offeror’s ability to successfully deliver to orbit at least one payload using a launch service that is capable of placing, at a minimum, a 250 kg payload into a 200 km circular orbit at a launch inclination of 28.5 degrees; ability of the offered launch service to meet NASA’s performance and launch vehicle certification requirements; the reasonableness of the offeror’s NTE prices and firm fixed-prices, when applicable; and the offeror’s record of past performance. The performance capabilities of proposed launch services will be incorporated into the resultant NLS II contract(s) for those services meeting NASA’s defined performance requirements.

As future NASA and NASA-sponsored missions become firm, each NLS II contractor will be given a fair opportunity to be considered for launch service task orders for those missions in accordance with the task ordering provisions of the NLS II contract and subpart 16.505 of the Federal Acquisition Regulations, provided that the common launch vehicle configuration to be proposed has achieved one successful flight.

NASA’s intent is to utilize existing commercial providers’ capabilities and processes to the maximum extent possible. NASA has attempted to accommodate commercial business practices and methods employed by industry in the development of this solicitation. The following provisions are incorporated:

· The Statement of Work (SOW) defines NASA’s performance requirements in lieu of a detailed design specification and requests the Offerors propose their launch service capabilities for incorporation into the resulting contracts.

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

· No certified cost or pricing data is required.

· Government insight and approval is limited to those items mandatory in accordance with Agency policy.

NASA LAUNCH SERVICES II

REQUEST FOR PROPOSAL

TABLE OF CONTENTS

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

SECTION B STANDARD FORM 1449 CONTINUATION

TABLE OF CONTENTS ……………………………….. B-i

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

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

TABLE OF CONTENTS………………………………….C-i

SECTION D DOCUMENTS, EXHIBITS, AND ATTACHMENTS … D-1

ATTACHMENT D1 STATEMENT OF WORK

TABLE OF CONTENTS………………………………… D1-i

STATEMENT OF WORK ………………………..……. D1-1

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

ATTACHMENT D3 SUPPLEMENTAL DATA REQUIREMENTS LIST (SDRL)……………………...……………..…………..….. D3-1

ATTACHMENT D4 SMALL BUSINESS AND SMALLDISADVANTAGED BUSINESS SUBCONTRACTING PLAN ……..……..... D4-1

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

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

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

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

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

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

SECTION E SOLICITATION PROVISIONS ………..……………….E-1

ATTACHMENT E1 REPRESENTATIONS AND CERTIFICATIONS

TABLE OF CONTENTS…………………………….……E1-i

REPRESENTATIONS AND CERTIFICATIONS …….. E1-1

ATTACHMENT E2 INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

TABLE OF CONTENTS…………………………….……E2-i

INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS .………………………………………….……E2-1

APPENDIX E2-A SAMPLE PRICING FORMS……………………………..E2-A1

APPENDIX E2-B RESERVED………………………………..…….….….….N/A

ATTACHMENT E3 EVALUATION CRITERIA

TABLE OF CONTENTS……………………………..….. E3-i

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

LIST OF TABLES

TABLE B-1 RESERVED…………………………………………………… N/A

TABLE B-2 RESERVED…………………………………………………… N/A

TABLE B-3 RESERVED…………………………………………………… N/A

TABLE B-4 RESERVED……………………………………..……………. N/A

TABLE B-5 SPECIAL TASK ASSIGNMENTS (STUDIES AND ANALYSES)…………………………………………………… B-1

TABLE B-6 HOURLY LABOR RATE – FFP LIST………………………. B-2

TABLE B-7 RESERVED …………………………………….……………... N/A

TABLE B-8 IDIQ LAUNCH SERVICE TASK ORDER………………….. B-3

TABLE B-11 RESERVED……………………………………………………. N/A

TABLE B-12 RESERVED………………………………………..…………… N/A

Table C-1 Launch Service Payment Schedule…….. C-167

TABLE C-2 RESERVED…………………………………………………….. N/A

TABLE C-3 RESERVED……………………………………………………. N/A

Table C-4 IDIQ LSTO DELIVERY SCHEDULE……………………….. C-30

TABLE C-5 CONTRACTOR LIQUIDATED DAMAGES AND GRACE PERIODS……………………………………………………..…. C-31

TABLE C-6 NASA POSTPONEMENT FEES AND GRACE PERIODS… C-32

TABLE C-7 RESERVED ………………………….................…………….. N/A

Table C-8 Mission Success Payment Schedule……………………C-37

TABLE C-9 RESERVED…………………………………………………....…… N/A

TABLE D1-B MISSION UNIQUE HARDWARE FACTORS OF SAFETY…… D1-27

TABLE D1-C VEHICLE CONFIGURATIONS……………………………..…… D1-31

TABLE D1-D MAXIMUM LEO PAYLOAD CAPABILITY FOR TBP VEHICLE CONFIGURATION, LAUNCH SITE, AND GROUND RULES….…………………………………………………D1-32

TABLE D1-E MAXIMUM SUN-SYNCHRONOUS PAYLOAD CAPABILITY FOR TBP VEHICLE CONFIGURATION, LAUNCH SITE, AND GROUND RULES………………….……… D1-33

TABLE D1-F HIGH ENERGY MISSION PAYLOAD CAPABILITY FOR TBP VEHICLE CONFIGURATION, LAUNCH SITE, AND GROUND RULES……………………………………….….…………D1-34

TABLE D1-G1 MAXIMUM ELLIPTICAL ORBIT PAYLOAD CAPABILITY WITH OPTIMIZED PERIGEE FOR TBP VEHICLE CONFIGURATION, LAUNCH SITE, AND GROUND RULES… D1-35

TABLE D1-G2 ELLIPTICAL ORBIT PAYLOAD CAPABILITY WITH PERIGEE ALTITUDE OF 2000 KM FOR TBP VEHICLE CONFIGURATION, LAUNCH SITE, AND GROUND RULES…………………………………………………………………D1-35

TABLE D1-G3 MAXIMUM PAYLOAD CAPABILITY FOR DIRECT INSERTION INTO GSO FOR TBP VEHICLE CONFIGURATION, LAUNCH SITE, AND GROUND RULES……………………………………...…………………………D1-36

TABLE D1-H STANDARD INSERTION ACCURACY REQUIREMENTS…… D1-36

TABLE D1-I STANDARD PAYLOAD DEPLOYMENT ATTITUDES/RATES……………………………………………… D1-37

TABLE D1-J ELECTRICAL INTERFACE MINIMUM WIRE REQUIREMENTS…………………………………………….…… D1-38

TABLE D1-M MAXIMUM FLIGHT-LEVEL PAYLOAD INTERFACE SHOCK RESPONSE SPECTRUM………………………………… D1-39

TABLE D1-N PAYLOAD DESIGN CG LIMIT LOAD FACTORS……….……..D1-40

TABLE D1-P CONTRACTOR-PROVIDED PAYLOAD ENVIRONMENT INSTRUMENTATION……………………………………………… D1-41

TABLE D1-Q GENERIC SECONDARY PAYLOAD CHARACTERISTICS….. D1-41

TABLE D1-R

through D1-S RESERVED………………….……………………………………….. N/A

TABLE D1-Y RESERVED…………………………………………………………… N/A

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

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

TABLE E2-A PROPOSAL VOLUMES AND PAGE LIMITATION……………. ..E2-1011

TABLE E2-B FIRM-FIXED-PRICE, LABOR HOURS, AND IDIQ CONTRACT ORDERING………………………………………….. ..E2-1213

TABLE E2-C

through E2-D RESERVED……………..…………………………………….………. N/A

LIST OF FIGURES

FIGURE D1-1 MAXIMUM PAYLOAD STATIC ENVELOPES…………… D1-37

FIGURE D1-2 PAYLOAD ADAPTERS AND INTERFACES……………... D1-37

FIGURE D1-5A MAXIMUM THERMAL ENVIRONMENT DURING

ASCENT………………………………………………………. D1-40

FIGURE D1-6 SEPARATING SECONDARY PAYLOAD INTERFACE…. D1-42

FIGURE D1-8

through D1-13 RESERVED…………………………………………………… N/A

FIGURE D2-1 POWER -vs- PLUS COUNT TIME……….………….………… D2-39

LIST OF FORMS

SAMPLE 1 RESERVED………………………………………………………… N/A

SAMPLE 2 RESERVED………………………………………………………… N/A

SAMPLE 3 SPECIAL TASK ASSIGNMENTS………………………………. E2-A4

SAMPLE 4 STANDARD AND NON-STANDARD LAUNCH SERVICE CATALOG PRICES FOR LSTO MISSIONS……………………. E2-A5

i

SECTION A

STANDARD FORM 1449

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

TBD

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME Norman R. Wolfinger

b. TELEPHONE NUMBER (No collect calls) 321-8617-85927155

8. OFFER DUE DATE/LOCAL TIME

August 3, 2015October 14, 2019/4:30pm ET

Attn: Norman R. WolfingerMichael R. Janosz, Room 3727B3727C

SMALL BUSINESS

180 Days from Date in Block 8

BUSINESS

|X|13A. THIS CONTRACT IS A RATED ORDER

18a. PAYMENT WILL BE MADE BY CODE

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

TELEPHONE NO.

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH

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

NASA LAUNCH SERVICES IN ACCORDANCE

WITH SECTION B, C, AND D.

(Attach Additional Sheets as Necessary)

|X|27a. SOLICITATION INCORPORATES IN FULL TEXT FAR 52.212-1, 52.212-4. FAR 52.212-3 & 52.212-5 ARE ATTACHED. ADDENDA |X|ARE |_|ARE NOT ATTACHED.

|X|27b. CONTRACT/PURCHASE ORDER INCORPORATES IN FULL TEXT FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA |X|ARE |_|ARE NOT ATTACHED.

THE OFFER ON SOLICITATION (BLOCK 5). INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

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

30c DATE SIGNED

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

32a. QUANTITY IN COLUMN 21 HAS BEEN

|_| RECEIVED |_| INSPECTED |_| ACCEPTED, AND CONFORMS TO THE

CONTRACT, EXCEPT AS NOTED

33. SHIP NUMBER

|_| PARTIAL |_| FINAL

CORRECT FOR

|_| COMPLETE |_| PARTIAL |_| FINAL

37. CHECK NUMBER

42a. RECEIVED BY (Print)

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

AUTHORIZED FOR LOCAL REPRODUCTION

STANDARD FORM 1449 (10-95)

Prescribed by GSA - FAR (48 CFR) 53.212

A-2

SECTION B

STANDARD FORM 1449 CONTINUATION

TABLE OF CONTENTS

2.0 TOTAL AWARD AMOUNT………………………………………………….. B-6

4.0 MOST FAVORED CUSTOMER.…………………………………………….. B-7

5.0 IDIQ LAUNCH SERVICE AND PRICE UPDATES………………………... B-7

Table B-1 Reserved……………………………………………….………………… N/A

Table B-2 Reserved…………………………………………………………….…… N/A

Table B-3 Reserved…………………………………………………….…………… N/A

Table B-4 Reserved………………………………………………………………… N/A

Table B-5 Special Task Assignments (Studies and Analyses)..………………. …. B-1

Table B-6 Hourly Labor Rate - FFP List…………………………....……………. B-2

Table B-7 Reserved……………………………..……………....…………………. N/A

Table B-8 IDIQ Launch Service Task Order…..……………....…………………. B-3

Table B-9 NTE Price List - Standard Launch Services for IDIQ Missions…….…. B-5

Table B-10 NTE Price List - Non-Standard Services for IDIQ Missions………..…. B-6

Table B-11 Reserved………………………………………………………………… N/A

Table B-12 Reserved ……………………………….……………………………….. N/A

B-ii

SECTION B

STANDARD FORM 1449 CONTINUATION

1.0 SCHEDULE OF SUPPLIES AND/OR SERVICES TO BE PROVIDED

The Contractor shall provide all services, facilities, and resources (except as may be expressly stated in this contract as furnished by the Government) necessary to furnish the Contract Line Item Number (CLIN) items (Tables B-4 through B-10) in accordance with (IAW) the Statement of Work (SOW), Exhibits, and Documents attached hereto.

1.1 Reserved

Table B-1: Reserved

1.2 Reserved

Table B-2: Reserved

1.3 Reserved

Table B-3: Reserved

1.4 Reserved

Table B-4: Reserved

1.5 Special Task Assignments (Studies and Analyses)

CLIN

Description of Supplies and Service

Qty

Unit Unit Price Total Amount

A/R

Labor Hour See Table B-6 See Table B-6

Table B-5: Special Task Assignments (Studies and Analyses)

HOURLY LABOR RATE

(COMPOSITE SKILL MIX AND BURDENED)

FIRM FIXED-PRICE ($)

IN CALENDAR YEAR ORDERED*

* The proposed labor rates shall be negotiated using the applicable procedures of FAR Part 15 and incorporated herein.

Table B-6: Hourly Labor Rate - FFP List

Table B-7: Reserved

1.6 IDIQ Launch Service Task Order (LSTO)

The Government reserves the unilateral right to order launch services at any time from contract award through June 30, 2027, in accordance with contract Section C, Clause 14.0, Launch Service Task Ordering Procedures. These launch services are identified in Tables B-9 and B-10 and described in Exhibits 2 and 3 to the Statement of Work. Launch dates will be mutually agreed upon prior to issuance of an LSTO.

NTE prices for launch services for IDIQ missions will be part of the price evaluation and best value selection for award of an IDIQ task order contract.

In no event shall the Government be obligated to pay for any launch service prior to Authority To Proceed and obligation of funds for that launch service. The minimum order amount for each NLS IDIQ contract awarded in accordance with Section C, Clause 2.0, On-Ramp and Technology Insertion, is $20,000. The maximum potential quantity for this IDIQ contract portion for all NLS contracts combined is seventy (70) Launch Service Task Orders and associated non-standard services/mission unique services.

Once payment begins on a qualified standard launch service and NASA insight commences, the Government reserves the right to approve any Contractor initiated substitution of the launch vehicle or reallocation of launch vehicle hardware designated for a NASA mission under this contract, in accordance with Section C, Clause 25.0, Government Insight and Approval.

Supplies and Services

Launch Vehicle Configuration ____TBD______ for Mission ____TBD______ Launch Date _____TBD______ Launch Period, if applicable _____TBD______

SubCLIN

B-9

Launch Vehicle Configuration ____TBD______

B-10

Nonstandard Services ___TBD___

Mission Unique Services __TBD__

Table B-8: IDIQ Launch Service Task Order

1.7 NTE Prices - Standard Launch Services for IDIQ Missions

The Government shall have the right to order the standard launch services at the prices and for the launch vehicle configurations identified in Table B-9. Nothing in this clause precludes the Contractor from proposing more favorable prices or discount terms in response to specific requests for launch service proposals in accordance with contract Section C, Clause 14.0.

The Offeror shall add as many rows (in Table B-9 format) necessary to identify all standard launch service NTE prices for each launch vehicle configuration proposed. The Offeror shall also propose a table(s) (Table B-9a) of quantity discounts that shall correspond and apply to the proposed NTE standard launch service prices in Table B-9 for each launch vehicle configuration. The proposed quantity discount shall apply in the event the Government orders more than one launch service in the same year and/or under an individual LSTO. The quantity discount may be in terms of a percentage or dollar amount reduction from the stated NTE price. The quantity discount may apply to the number of launch services generally or may be applied to the number of launch vehicle configurations specifically, or both. The offeror’s proposal in response to a Request for Launch Service Proposal (RLSP) shall identify any conditions that the discount is contingent upon.

LAUNCH

VEHICLE

CONFIGURATION

NOT-TO-EXCEED PRICE ($)

IN CALENDAR YEAR ORDERED*

* Pricing is based on the standard integration period of L-30 plus or minus 3 months.

Table B-9: NTE Price List - Standard Launch Services for IDIQ Missions

1.8 NTE Prices – Non-Standard Services for IDIQ Missions

The Government shall have the right to order the following non-standard services at the prices and for the launch vehicle configurations identified in Table B-10. Nothing in this clause precludes the Contractor from proposing more favorable prices or discount terms in response to specific requests for launch service proposals in accordance with contract Section C, Clause 14.0. For non-standard services which have non-recurring costs the offeror shall also propose “Subsequent purchase” pricing. “Subsequent purchase” pricing shall apply in the event the Government orders a non-standard service more than once from a provider, regardless of the mission specific implementation and/or repetitive nature of the mission.

Launch Vehicle Configuration TBP From Table B-9

NON-STANDARD

SERVICE ITEM

NOT TO EXCEED (NTE) PRICE ($)

IN CALENDAR YEAR ORDERED*

* Pricing is based on the standard integration period of L-30 plus or minus 3 months.

Table B-10: NTE Price List - Non-Standard Services for IDIQ Missions

2.0 TOTAL AWARD AMOUNT

The guaranteed minimum value of this contract is $20,000. The maximum potential value of contract number TBD is $15,000,000,000. The total maximum potential value of all NLS contracts combined is $15,000,000,000.

3.0 LAUNCH SERVICE FLEXIBILITY

3.1 General

The Government reserves the unilateral right, at any time, to substitute payloads, as well as bilaterally substitute standard launch services and/or add/delete non-standard services thereto, for any mission awarded to the contractor under this contract. Substitution of those standard launch services and non-standard services shall be subject to the NTE caps identified in Tables B-9 and B-10. In addition, cost impacts resulting from payload substitutions and substitution of standard launch services shall be subject to the changes clause.

3.2 Reserved

Table B-11: Reserved

3.3 Reserved

Table B-12: Reserved

4.0 MOST FAVORED CUSTOMER

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

5.0 IDIQ LAUNCH SERVICE AND PRICE UPDATES

Successful Offerors who receive NLS II IDIQ contract awards may propose additional IDIQ NTE launch services and prices via the On-Ramp and Technology Insertion clause, Section C, Clause 2.0. IDIQ contract holders will not be entitled to unilaterally adjust NTE prices or delete launch services already in the contract. Contractor initiated changes to the launch vehicle configuration, vendor, or design shall be subject to the launch vehicle certification requirements of Section C, Clause 3.0. Contractor initiated changes to the launch vehicle configuration, vendor, or design, after mission ATP, shall be at no increase to the contract price and subject to the written approval of the Contracting Officer. New launch vehicle certification plans and revisions to existing certification plans may be proposed for inclusion into the contract when submitting Launch Service proposals pursuant to Section C, Clause 14.0, and shall be subject to the written approval of the Contracting Officer.

B-7

SECTION C

CONTRACT TERMS AND CONDITIONS

TABLE OF CONTENTS

1.0 FAR 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (TAILORED)……………………. C-1

2.0 ON-RAMP AND TECHNOLOGY INSERTION ……………………………. C-9

3.0 LAUNCH VEHICLE CERTIFICATION……………….……………………... C-12

4.0 OFF-RAMP CLAUSE……………………………...…………………………..… C-13

5.0 LAUNCH SERVICE PAYMENTS, MILESTONE EVENTS AND COMPLETION CRITERIA…………………………………..…..…..…..…..… C-145

6.0 NFS 1852.232-77 LIMITATION OF FUNDS (FIXED-PRICE CONTRACT)..C-178

7.0 SECURITY FOR LAUNCH SERVICE PAYMENT FINANCING………….. C-1920

8.0 SCOPE OF WORK – SPECIAL TASK ASSIGNMENTS (STUDIES AND ANALYSES) (CLIN 10)……………………………..……..…..…..…..…..…..… C-201

9.0 ORDERING PROCEDURE AND PAYMENT FOR SPECIAL TASK ASSIGNMENTS (STUDIES AND ANALYSES) (CLIN 10)………………..… C-212

10.0 RESERVED…………………………………..………………………………...…. C-212

11.0 FAR 52.216-18 ORDERING ………………………………………………….. C-232

12.0 FAR 52.216-19 ORDER LIMITATIONS ……………………………………..C-243

13.0 FAR 52.216-22 INDEFINITE QUANTITY………………………………..….C-254

14.0 LAUNCH SERVICE TASK ORDERING PROCEDURES…………………… C-254

15.0 PRESERVATION, PACKING, PACKAGING, AND MARKING FOR DOCUMENTATION……………………………………………………...…..….. C-298

16.0 FAR 52.246-11 HIGHER LEVEL CONTRACT QUALITY REQUIREMENT ……………………………..……………. C-298

17.0 INSPECTION SYSTEM RECORDS……………………………………………. C-298

18.0 REQUIRED TIME OF DELIVERY FOR LAUNCH SERVICES.……...…… C-2930

19.0 ADJUSTMENTS TO LAUNCH SCHEDULE…………………………………. C-30

20.0 PLACE OF PERFORMANCE……………………………………………………C-34

21.0 RESERVED……………………………………………….………………………. C-34

22.0 RESERVED …………………………………………………………………….... C-34

23.0 USE OF GOVERNMENT PROPERTY, FACILITIES, AND ASSETS……… C-34

24.0 MISSION SUCCESS DETERMINATION, INVESTIGATION, AND CORRECTIVE ACTIONS…………………………………………………….... C-35

25.0 GOVERNMENT INSIGHT AND APPROVAL………………………………... C-39

26.0 GOVERNMENT LAUNCH READINESS ASSESSMENT…………………….C-41

27.0 LICENSES AND PERMITS FOR A LAUNCH SERVICE OPERATOR…….C-42

28.0 ADVANCE UNDERSTANDING REGARDING TERMINATION SETTLEMENT UNDER FAR 52.212-4(l)……………………………………… C-42

29.0 CO-MANIFESTED PAYLOADS……………………………………………….. C-43

30.0 EXPORT CONTROL AND FOREIGN NATIONALS…………………………C-47

31.0 DOMESTIC SOURCE CRITERIA………………………………………………C-47

32.0 LIABILITY FOR THIRD PARTY CLAIMS…………………………………... C-48

33.0 FAR 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS – COMMERCIAL ITEMS (ALT I) …………………….......... C-50

34.0 FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS – COMMERCIAL ITEMS…………..………………………… C-51

35.0 RESERVED…………………………………………………………….…………. C-59

36.0 LISTING OF CLAUSES INCORPORATED BY REFERENCE…………….. C-60

37.0 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE..………. C-61

38.0 RESERVED………………………………………………….…………..…..…….C-619

39.0 SPECIAL UNDERSTANDING REGARDING DAMAGE TO GOVERNMENT PAYLOADS…………………………………………………….C-619

40.0 SPECIAL UNDERSTANDING REGARDING LIABILITY FOR THIRD PARTY CLAIMS FOR NUCLEAR INCIDENTS…………………………… C-629

41.0 DEPARTMENT OF ENERGY (DOE) 952.250-70 NUCLEAR HAZARDS INDEMNITY AGREEMENT ………………………………………...………….C-62

42.0 1852.228-78 CROSS-WAIVER OF LIABILITY FOR SCIENCE OR SPACE EXPLORATION ACTIVITIES UNRELATED TO THE INTERNATIONAL SPACE STATION (DEVIATION) .…...…..…..…..…..…..…..…..…..…..…..….. C-66

43.0 KSC 52.204-96 Security Controls for KSC & CCAFS ……..………...………C-69

Table C-1 Launch Service Payment Schedule………………………………………. C-167

Table C-2 Reserved………………………………………………………………… N/A

Table C-3 Reserved………………………………….……………………………… N/A

Table C-4 IDIQ LSTO Delivery Schedule….………………………………………. C-30

Table C-5 Contractor Liquidated Damages and Grace Periods ………………….…. C-31

Table C-6 NASA Postponement Fees and Grace Periods…..…………….….….…. C-32

Table C-7 Reserved ………………………………………………………………… N/A

Table C-8 Mission Success Payment Schedule………………………………….…. C-37

Table C-9 Reserved…………………………………………………………………. N/A

C-ii

CONTRACT TERMS AND CONDITIONS

1.0 FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (Oct 2018May 2015) (TAILORED)

(a) Inspection/Acceptance. Pursuant to FAR Subpart 12.402(b), FAR clause 52.246-11 Higher-Level Contract Quality Requirement (Feb 1999) shall govern and apply to this contract and is provided in full text in Section C, Clause 16.0. For launch service Contract Line Item Numbers (CLINs) prior to launch, the provisions of FAR clause 52.246-4 Inspection of Services—Fixed-Price (Aug 1996) shall govern and apply to this contract and is incorporated by reference under contract Section C, Clause 36.0. The Government reserves the right to perform in-process inspection or testing of any supplies or launch services tendered for acceptance prior to launch.

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

(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 Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. FAR clause 52.243-1 Changes - Fixed-Price (Aug 1987) Alt I (Apr 1984) is hereby incorporated by reference under contract Section C, Clause 36.0. The time requirement for proposal submission is increased from thirty (30) days to (60) sixty days.

(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613)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, 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 under contract Section C, Clause 36.0.

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

(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:

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

(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— 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.

(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 contract 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 thirty (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 as 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 thirty (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. Risk of loss of or damage to Government property under this contract will be governed by FAR clause 52.246-25 Limitation of Liability--Services (Feb 1997) and is hereby incorporated by reference under contract Section C, Clause 36.0.

(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 subject to the terms of this contract specified in contract Section C, Clause 28.0, Advance Understanding Regarding Termination Settlement under FAR Clause 52.212-4(l).

(m) Termination for Cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, including failure to meet launch dates, certify or maintain certified launch vehicles, 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, including all launch service payments previously paid and all launch service payments remaining to be paid, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless otherwise specified in a Task Assignment, title to items furnished in conjunction with services under this contract shall remain with the Contractor. In accordance with 42 U.S.C. 2465d, NASA shall not take title to launch vehicles under contracts for launch services.

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

(p) Limitation of liability. Except as provided for in paragraphs (a) and (j) above, 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 87,51-58, Anti- Kickbacks Act of 1986; 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 and description of supplies/services (Section B, C, and Statement of Work, excluding contract clauses incorporated by reference). The ICD (Exhibit 8) shall take precedence over the Mission Solution (Exhibit 9) once the ICD is incorporated by reference into the contract.

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

(3) The clause at FAR 52.212-5 (Section C, Clause 34.0).

(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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2) (i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the SAM database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(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.

2.0 ON-RAMP AND TECHNOLOGY INSERTION

2.1 The purpose of the IDIQ On-Ramp is to create an opportunity for qualified new, emerging launch service providers and for incumbent launch service providers to introduce launch vehicles not available at the time of the award of the initial contract and to compete for additional requirements not identified as firm or option requirements under the basic contract. The intent of the On-Ramp is to foster competition for future requirements for launch services.

The minimum IDIQ On-Ramp qualification criteria are:

(A) The Launch Service Contractor (LSC) shall be a domestic LSC pursuant to Section 201 of Public Law 105-303, Commercial Space Act of 1998.

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

2.2 The parties mutually agree that the original solicitation, as revised, shall remain open during the life of this contract and that at any time the Government may award additional contracts for IDIQ requirements. Each August during the life of this contract, or at any other time established via synopsis, the Government, will accept proposals from new launch service providers for IDIQ contracts and proposals from existing IDIQ contractors for additional launch services. If the Government issues a solicitation notice, new launch service providers and current IDIQ contractors will be allowed to submit proposals, within the notice's stated response time.

The minimum contract requirements (as revised), the technical acceptability standards, evaluation factors, solicitation terms and conditions, price reasonableness, and basis for award shall remain in full force and effect for each new proposal. Upon award of each additional contract, the Government shall notify all present Contractors of the award, and the new Contractor shall thenceforth be eligible to compete with all present Contractors for the award of IDIQ task orders. A new launch vehicle orientation may be requested by the Government when appropriate as referenced in Attachment D1, Paragraph 2.2.5.

2.3 Expansion of Performance Capabilities

NASA reserves the right to consider, in the future, expansion of the performance capabilities covered by the IDIQ portion of the NLS II contract, by properly soliciting offers from all interested sources capable of meeting the requirements in the expanded performance capabilities.

2.4 Additional Launch Services Requirements

(A) Prior to proposal submittal for a Launch Services…