SF1449 - 80KSC022R0020.pdf

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

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

12. DISCOUNT TERMS

9. ISSUED BY CODE 10. THIS ACQUISITION IS

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

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

INFORMATION CALL:

UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

NAICS:

SIZE STANDARD:

SERVICE-DISABLED

HUBZONE SMALL

BUSINESS

11. DELIVERY FOR FOB

DESTINATION UNLESS

BLOCK IS MARKED

SEE SCHEDULE

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

IFB RFPRFQ

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

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

OFFEROR

FACILITY

CODE

TELEPHONE NO.

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

BLOCK BELOW IS CHECKED. SEE ADDENDUM

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

IN OFFER.

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTIT Y

24.

AMOUNT

22.

UNIT

23.

UNIT PRICE

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

31c. DATE SIGNED

25. ACCOUNTING AND APPROPRIATION DATA

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.

ARE ARE NOT ATTACHED.

ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND 29.

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

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE

SIGNED

31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT)

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

8(A)

WOMAN-OWNED SMALL BUSINESS

1 80

8. OFFER DUE DATE/

LOCAL TIME

336419

1,000

See Continuation Sheet If Applicable

26. TOTAL AWARD AMOUNT (For Govt Use Only)

RETURN 1 COPIES TO ISSUING OFFICE. CONTRACTOR

AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR

OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS

SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.

See Continuation Sheet If Applicable

VETERAN-OWNED

SMALL BUSINESS

WOSB ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

X

X X

X

ADDENDA

27b. CONTRACT/PURCHASE

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

NSSC-AccountsPayable@nasa.gov

Joshua Klein

NASA

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

MAIL CODE: OP-LS

Kennedy Space Center, FL 32899

NASA

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

MAIL CODE: OP-LS

Kennedy Space Center, FL 32899

80KSC022R0020 See Block 16C

X

AWARD OF CONTRACT: REF. OFFER DATED

. YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY

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

ITEMS:

X

6. SOLICITATION

ISSUE DATE

12/8/2022

12/23/2022, 4PM ET

x

SPOC Continuation of SF 1449 80KSC022R0020

Table of Contents

SECTION 1 – CONTINUATION OF SF 1449

1.1 TYPE OF CONTRACT

1.2 SUPPLIES AND/OR SERVICES TO BE PROVIDED

1.3 PERIOD OF PERFORMANCE

1.4 SCOPE OF WORK

1.5 PLACE OF PERFORMANCE

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

COMMERCIAL ITEMS (NOV 2021)

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

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

2.3 LISTING OF CLAUSES INCORPORATED BY REFERENCE

2.4 FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (NOV 2021) (l) “TERMINATION FOR THE GOVERNMENT’S

CONVENIENCE”

2.5 FAR 52.216-18 ORDERING (AUG 2020)

2.6 FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)

2.7 FAR 52.216-22 INDEFINITE QUANTITY (OCT 1995)

2.8 NFS 1852.225-70 EXPORT LICENSES (FEB 2000)

2.9 NFS 1852.232-77 LIMITATION OF FUNDS (FIXED-PRICE CONTRACT) (MAR 1989)

2.10 NFS 1852.232-80 SUBMISSION OF VOUCHERS FOR PAYMENT (APR 2018)

2.11 ORDERING PERIOD

2.12 TASK ORDERING PROCEDURES

2.13 SPACECRAFT PROCESSING ORDERED TASK (SPOT)

2.13.1 REQUIREMENTS FOR COMPETITION

2.13.2 REQUEST FOR PROPOSAL (RFP)

2.13.2.1 PROPOSAL REQUIREMENTS

2.13.2.2 PROPOSAL EVALUATION

2.13.2.3 SPOT AWARD

2.14 OTHER TASK ORDERS (OTO)

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

2.16 DATA REQUIREMENTS LIST (DRL)

2.17 ADJUSTMENTS TO SPACECRAFT PROCESSING SCHEDULE (GOVERNMENT AND

CONTRACTOR DELAYS)

2.18 MILESTONE PAYMENTS, EVENTS AND COMPLETION CRITERIA

2.19 LICENSES, PERMITS, AND INSURANCE FOR A SPACECRAFT PROCESSING

FACILITY/OPERATOR

2.20 LSP SAFETY AND HEALTH

2.21 ANNUAL REVIEW CLAUSE

2.22 ON-RAMP INSERTION

2.23 KENNEDY SPACE CENTER BADGING ISSUANCE AND IDENTITY VERIFICATION

PROCESS

SECTION 3 – ATTACHMENT - FAR 52.212-5

3.1 FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS – COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (OCT 2022)

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

SECTION 5 – REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF

BIDDERS

5.1 FAR 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

5.2 LISTING OF PROVISIONS INCORPORATED BY REFERENCE

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

5.4 FAR 52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS

AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

5.5 FAR 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)

5.6 FAR 52.204-26 COVERED TELECOMMUNICATIONS EQUIPMENT OR SERVICES-

REPRESENTATION (OCT 2020)

5.7 FAR 52.209-11 REPRESENTATION BY CORPORATIONS REGARDING DELINQUENT

TAX LIABILITY OR A FELONY CONVICTION UNDER ANY FEDERAL LAW (FEB 2016)

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

5.8.1 FAR 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS-

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (OCT 2022), Alternate I (JAN 2021) 42

5.10 FAR 52.219-1 SMALL BUSINESS PROGRAM REPRESENTATIONS (OCT 2022)

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

RESPONDENTS

6.1 LISTING OF PROVISIONS INCORPORATED BY REFERENCE

6.2 PROVISIONS INCORPORATED VIA ADDENDUM TO FAR 52.212-1

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

EMERGENCY PREPAREDNESS, AND ENERGY PROGRAM USE. (APR 2008)

6.2.2 TAILORED PARAGRAPHS IN FAR 52.212-1

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

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

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

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

6.3 PROPOSAL DUE DATE

6.4 SUMMARY OF EXCEPTIONS

6.5 COMMUNICATIONS REGARDING THIS SOLICITATION

6.6 PROPOSAL CONTENT

6.6.1 VOLUME I, TECHNICAL/ MANAGEMENT CAPABILITY (ORAL)

6.6.2 VOLUME I, TECHNICAL/ MANAGEMENT CAPABILITY (WRITTEN)

6.6.3 VOLUME II, PRICE

6.6.4 VOLUME III, ADMINISTRATIVE

6.7 PREAWARD SURVEY

SECTION 7—EVALUATION FACTORS FOR AWARD

7.1 FAR 52.212-2 EVALUATION - COMMERCIAL ITEMS (OCT 2014)

7.2 VOLUME I, TECHNICAL/MANAGEMENT CAPABILITIY (ORAL)

7.3 VOLUME I, TECHNICAL/MANAGEMENT CAPABILITY (WRITTEN)

7.3.1 OFFERED SERVICE

7.3.2 ATTACHMENT A.1, LSP SPACECRAFT COMMON LSSP REQUIREMENTS

COMMITMENT

7.3.3 SMALL BUSINESS SUBCONTRACTING PLAN

7.3.4 STATEMENT OF ACCEPTANCE/SUMMARY OF EXCEPTIONS

7.4 VOLUME II, PRICE

SECTION 2 – ADDENDUM TO FAR 52.212-4, CONTRACT

TERMS AND CONDITIONS – COMMERCIAL ITEMS

(NOV 2021)

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

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

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

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

(End of Clause)

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

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

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

2.3 LISTING OF CLAUSES INCORPORATED BY REFERENCE

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

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES:

FAR 52.202-1 Definitions (JUN 2020) FAR 52.203-6 Restrictions on Subcontractor Sales to the Government (JUN 2020) Alternate I (NOV 2021) FAR 52.203-12 Limitations on Payments to Influence Certain Federal Transactions

(JUN 2020)

FAR 52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (JUN 2020) FAR 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) FAR 52.204-9 Personal Identity Verification of Contractor Personnel (JAN 2011) FAR 52.204-13 System for Award Management Maintenance (OCT 2018)

FAR 52.204-18 Commercial and Government Entity Code Maintenance (AUG 2020) FAR 52.204-19 Incorporation by Reference of Representations and Certifications

(DEC 2014)

FAR 52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities

(NOV 2021)

FAR 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (NOV 2021) FAR 52.227-14 Rights in Data—General (MAY 2014); Alternate II (DEC 2007);

Alternate III (DEC 2007)

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

LIMITED RIGHTS NOTICE (DEC 2007)

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

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

(ii) Use (except for manufacture) by other contractors participating in the

Government’s program of which the specific contract is a part.

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

FAR 52.232-39 Unenforceability of Unauthorized Obligations (JUN 2013) FAR 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (Nov 2021) FAR 52.242-13 Bankruptcy (JULY 1995) FAR 52.242-15 Stop-Work Order (AUG 1989) FAR 52.246-25 Limitation of Liability-Services (FEB 1997)

NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES:

NFS 1852.203-71 Requirement to Inform Employees of Whistleblower Rights (AUG 2014) NFS 1852.215-84 Ombudsman (NOV 2011), Alternate I (JUN 2000) NFS 1852.223-70 Safety and Health Measures and Mishap Reporting (DEC 2015) NOTE: Only applicable when the work will be conducted completely or partly on federally controlled facilities.

NFS 1852.223-75 Major Breach of Safety or Security (FEB 2002); Alternate I (FEB 2006) NFS 1852.227-14 Rights in Data—General (APR 2015) NFS 1852.237-72 Access to Sensitive Information. (JUN 2005) NFS 1852.237-73 Release of Sensitive Information (JUN 2005)

2.4 FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (NOV 2021) (l) “TERMINATION

FOR THE GOVERNMENT’S CONVENIENCE”

NOTE – This clause will be applied to Spacecraft Processing Ordered Task (SPOT)

1. In the event the Government decides to exercise its right to terminate all or part of a SPOT under FAR 52.212-4 (l), “Termination for the Government’s convenience”, it is agreed in advance that the Contractor, after receipt of a written notice of termination, will have satisfied all obligations and discharged all duties required by FAR 52.212-4 (l), Termination for the Government’s convenience, the Contractor will forgo the remaining milestone-based payment(s) affected by the termination, in accordance with Table 2.18-1, Spacecraft Processing Service Milestone Schedule.

2. The parties agree that by virtue of the Cumulative Termination Liability (% Contract Value) specified in Table 2.20-1, any and all claims for equitable adjustment as a result of the termination are fully satisfied and discharged. The parties agree that this settlement represents fair compensation for Contractor effort accomplished for the terminated portions of the contract and that the terms as stated herein represent full and final settlement between the parties. The parties agree that the above settlement shall represent the total amount to be paid to the Contractor without agreeing on or segregating the particular elements of costs or profits comprising this amount. The agreed upon amount shall be payable in full no later than thirty (30) days after receipt of the written notice of termination.

3. The provisions of this Contract clause shall be implemented upon award of the SPOT. The provision of this Contract clause shall in no way be deemed to limit the rights of the Government under FAR 52.212-4(m), “Termination for Cause.” In the event the Government exercises its rights under FAR 52.212-4(m), “Termination for Cause,” the provisions of this contract clause will not apply.

2.5 FAR 52.216-18 ORDERING (AUG 2020)

(a.) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued during the Ordering Period stated in Section 2.11.

(b.) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the Spacecraft Processing Ordered Task (SPOT) shall control.

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

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

Government deposits the order in the mail;

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

(3) If sent electronically, the Government either—

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

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

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

2.6 FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount less than $10,000, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of $15 million;

(2) Any order which would result in a cumulative ordered value of all issued orders in excess of $100 million; or

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

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-

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

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

2.7 FAR 52.216-22 INDEFINITE QUANTITY (OCT 1995)

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

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

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

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period;

provided, the Contractor shall not be required to make any deliveries under this contract beyond fifteen years from date of award.

(End of clause)

2.8 NFS 1852.225-70 EXPORT LICENSES (FEB 2000)

(a.) The Contractor shall comply with all U.S. export control laws and regulations, including the

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

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

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

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

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

(MAR 1989)

NOTE: This clause will be included in any resultant incrementally funded Spacecraft Processing Ordered Task (SPOT) to reflect the funds presently available to cover the processing services.

(a.) Of the total price of items, the sum of $TBD on SPOT is presently available for payment and allotted to this contract. It is anticipated that from time to time additional funds will be allocated to the contract as required by the schedule.

(b.) The Contractor agrees to perform or have performed work on the items specified in paragraph (a) of this clause up to the point at which, if this contract is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause would, in the exercise of reasonable judgment by the Contractor, approximate the total amount at the time allotted to the contract.

The Contractor is not obligated to continue performance of the work beyond that point. The Government is not obligated in any event to pay or reimburse the Contractor more than the amount from time to time allotted to the contract, anything to the contrary in the Termination for Convenience of the Government clause notwithstanding.

(c.)

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

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

(3)

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

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

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

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

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

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

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

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

2.10 NFS 1852.232-80 SUBMISSION OF VOUCHERS FOR PAYMENT (APR 2018)

(a.) The designated payment office is the NASA Shared Services Center (NSSC) located at

FMD Accounts Payable, Bldg. 1111, Jerry Hlass Road, Stennis Space Center, MS 39529.

(b.) Except for classified vouchers, the Contractor shall submit all vouchers and invoices using the steps described at NSSC's Vendor Payment information Web site at:

https://www.nssc.nasa.gov/vendorpayment. Please contact the NSSC Customer Contact Center at 1-877-NSSC123 (1-877-677-2123) with any additional questions or comments.

(c.) Payment requests.

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

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

(i) Vouchers.

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

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

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

(D) Progress reports, as required.

(ii) Invoices.

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

(B) Progress reports, as required.

(C) Date goods and services were performed.

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

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

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

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

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

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

2.11 ORDERING PERIOD

The effective ordering period of this contract shall be for a period of 5 years, from effective date of contract award. If 5 year option is executed, then the effective ordering period of this contract shall be for a period of 10 years, from effective date of contract award.

2.12 TASK ORDERING PROCEDURES

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

The first type is a Spacecraft Processing Ordered Task (SPOT). Any required services related to a specific spacecraft processing will be included in the SPOT. The second type will be for items not associated with spacecraft processing and items not related to a specific spacecraft processing will be obtained via other task orders (OTO).

a. Spacecraft Processing Ordered Task (SPOT) as described in Section 2.15.

b. Other Task Order (OTO) as described in Section 2.16.

2.13 SPACECRAFT PROCESSING ORDERED TASK (SPOT)

These orders will provide facilities and services to facilitate and allow the spacecraft/launch vehicle organizations to conduct the processing and integration activities in preparation for mating the spacecraft with the launch vehicle near the LSP designated launch site.

2.13.1 REQUIREMENTS FOR COMPETITION

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

2.13.2 REQUEST FOR PROPOSAL (RFP)

The SPOT RFP will provide instructions regarding the level of detail required in the proposal and specific information unique to a Spacecraft processing service. The SPOT RFP will also provide the required method of submission e.g., electronic and/or paper copy, basis upon which selection will be made, and, if applicable, the relative importance of the evaluation factors as described in FAR 15.101-1(b). Prior to the issuance of an RFP, exchanges and fact-finding may take place with the existing contractors.

2.13.2.1 PROPOSAL REQUIREMENTS

SPOT Proposals shall contain all required information and be submitted as directed in the RFP. Untimely proposals will be treated as a late proposal in accordance with FAR 52.212-1(f), Late submissions, revisions, and withdrawals of Offerors. Proposals shall clearly state their compliance with the contract terms, statement of work, and all specific requirements contained in the RFP. Only facilities already on contract may be proposed.

Companies who decide not to submit a SPOT proposal shall provide the Contracting Officer notification 5 days after RFP release. The notification shall include a brief rationale for not submitting a proposal.

Proposed prices shall not exceed associated NTE amounts in Attachment A.2, SPOC Price List. Other than certified cost or pricing data may be requested, if necessary, to support a price reasonableness determination.

2.13.2.2 PROPOSAL EVALUATION

A best value award decision will be made for all competitive task orders in accordance with FAR 16.505(b) using the selection process as described in the task order RFP. The evaluation factors and significant subfactors that establish the requirements of acceptability shall be set forth in the RFP. The evaluation will include technical capability/risk and price reasonableness.

2.13.2.3 SPOT AWARD

(a.) The only person authorized to issue task orders under this contract is the Contracting

Officer. SPOTs will be issued via electronic format directly to the Contractor’s point of contact. The Contractor shall acknowledge receipt and acceptance of the task order by signing the task order and returning an electronic copy directly to the Contracting Officer.

For awards exceeding $6 million, Offerors will be notified of award in accordance with FAR 15.503(b)(1) and FAR 16.505(b)(6)(i) and a post-award debriefing may be requested and provided in accordance with FAR 15.506 and FAR 16.505(b)(6)(ii).

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

(b.) Modifications to SPOT

After a SPOT is issued, it may be necessary to add spacecraft specific requirements e.g., Baseline LSSP. These additions will be accomplished via modifications to the original order. In this instance, the terms of the existing task order, such as price may be modified to reflect the change(s). The resultant change in price will be applied to the remaining payment amounts, as performance dictates.

2.14 OTHER TASK ORDERS (OTO)

OTOs are for non-standard processing services, including but not limited to, Technical Assistant Agreement (TAA), Bureau of Industry and Security (BIS) licenses, and other services related to processing spacecraft that are not for a specific launch such as pathfinders, trailblazers, storage, and propellant loading exercises.

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

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

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

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

(2) NASA makes no warranty whatsoever as to the availability or suitability for use of Government property, facilities, assets, or services made available by another Government Agency under the terms and conditions of other contracts or agreements. The Contractor assumes all responsibility for determining the suitability for use of all property, facilities, assets, or services acquired or made available to the Contractor by a Government Agency under other contracts or agreements. The Contractor further acknowledges and agrees that any use of such Government property, facilities, assets, or services shall not relieve the Contractor of full performance responsibility under the contract.

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

(1) Except as may be expressly stated in this contract as furnished by the Government, the Contractor shall obtain use of any Government property, facilities, assets or services available from a NASA Center or Component Facility (a “Performing Organization”) for performance of this contract through the use of an appropriate agreement.

(2) The Contractor shall be responsible for obtaining, negotiating and documenting all agreements with the Performing Organization. The Contractor shall be responsible for any costs associated with property, facilities, assets, or services provided by a Performing Organization under an agreement and such costs shall result in no increase in the price of this contract. The Contractor shall notify the Contracting Officer Representative (COR), or designee, of any agreements between the Contractor and a Performing Organization under this paragraph.

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

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

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

2.16 DATA REQUIREMENTS LIST (DRL)

(a) Upon Award of the contract, the Contractor shall furnish the data identified and described in Attachment B, Data Requirement List (DRL).

(b) In performance of each SPOT, the Contractor shall furnish data identified and described in Attachment A.1, Common LSSP and Attachment B, DRL.

(c) Nothing contained in this Data Requirements List provision shall relieve the

Contractor from furnishing data called for by, or under the authority of, other provisions of this contract or SPOT, which are not identified and described in the DRL attached to this contract.

(d) Except as otherwise provided in this contract, the cost of data to be furnished in response to the DRL attached to this contract is included in the price of each

SPOT.

2.17 ADJUSTMENTS TO SPACECRAFT PROCESSING SCHEDULE

(GOVERNMENT AND CONTRACTOR DELAYS)

(a.) Definitions

The following definitions are applicable to this contract:

Launch Date (LD): The launch date as specified in the Spacecraft Processing Ordered Task

(SPOT).

Initial Facility Occupancy (IFO) Date: The initial facility occupancy date as specified in the SPOT. This date reflects the initial arrival of mission-related equipment or personnel at the facility. Early access to the facility prior to IFO is required to accommodate communications installation and checks. This access is limited to two weeks and is not included in the facility occupancy period.

Facility Departure Date: The date that all spacecraft hardware and personnel vacate the facility, nominally 7 days after the launch date.

Occupancy Period: The period of time from the IFO date to the Facility Departure Date.

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

(b.) Schedule Adjustments

Should the Government change the IFO date and/or the scheduled LD after the first SPOT payment has been made, delay cost incurred by the Contractor shall be subject to an equitable adjustment. Changes to the scheduled LD that are made after IFO has occurred shall be priced based on the Extended Facility Occupancy NTE price, which applies to delays beyond the Occupancy Period. In addition, delay costs for extended use of services shall be subject to an equitable adjustment.

Should the Contractor delay the IFO date and/or the scheduled facility departure date, the Contractor shall be liable for the delay costs incurred by the Government. Contractor liability for such delay costs shall not exceed the contracted value of the SPOT.

(c.) No Fault

(1) When a delay arises solely out of causes beyond the control of NASA or the Contractor, and not due to the fault or negligence of NASA or the Contractor, each party agrees to bear its own costs for the delay with no increase to the contract price. Such causes include but are not limited to the following:

Delays resulting from, Acts of God, acts (including delay or failure) of any Governmental authority other than the contracting agency, wars, riots, revolution, hijacking, strikes, freight embargoes, sabotage, epidemics, or any condition which jeopardizes the safety of the employees of the Government, the Contractor, or its subcontractors.

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

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

(d.) Notice

If the Contractor or Government receives a Notice of Delay, the Contractor or Government shall, within three days of receipt, agree to the requested new IFO date and/or LD or propose an alternative. If the Government and Contractor fail to agree on a new IFO date and/or LD, Title MILESTONE Payment

Termination Liability

(% Contract Value) IAW Clause 2.4

Cumulative Termination

Liability (% Contract Value)

Contract Award 10% TBP TBP Certificate of Facility Readiness 25% TBP TBP Initial Facility Occupancy 15% TBP TBP Spacecraft Processing Period 30% TBP TBP Facility Departure 20% TBP TBP

B. PURPOSE AND AUTHORITY

Commercial interim payments are contract financing payments that are not payment for accepted items. Commercial interim payments are fully recoverable, in the same manner as progress payments, in the event of default. Commercial interim payments are contract financing payments and, therefore, are not subject to the interest-penalty provisions of prompt payment.

However, these payments shall be made in accordance with the Agency's policy for prompt payment of contract financing payments.

1. Scheduled dates will be provided in the SPOT RFP. Payments may be deferred or canceled by the Government if the Contractor fails to make substantial progress in accomplishing the milestone events identified within this clause and awarded SPOT. In the event the Contractor completes a milestone ahead of the milestone completion date, the Contractor may submit a proper invoice and the Government will consider on a case-by-case basis, the early payment of the milestone.

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

Section 2.4, Advance Understanding Regarding Termination Settlement Under FAR Clause 52.212-4(l), Contract Terms and Conditions- Commercial Items (NOV 2021), the Government shall not be obligated in any event to pay or reimburse the Contractor any amount in excess of the amount already obligated to the contract. The Contractor shall not be obligated to continue performance of the work beyond such point.

3. The Contracting Officer will unilaterally determine the Contractor’s accomplishment and successful completion of each milestone event. The Contracting Officer’s determination of milestone event completion will include, but is not limited to, the accomplishment criteria set forth in the Attachment A, Statement of Work, and SPOT. Approval of the final payment will be made in accordance with contract requirements.

(a) Contract Award

Upon award and acceptance of a SPOT, the Contracting Officer will authorize payment.

(b) The Certificate of Facility Readiness (COFR)

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

(c) Initial Facility Occupancy (IFO)

The Contractor shall have provided the necessary equipment and personnel to transport the spacecraft and GSE from the arrival point to the inside of the spacecraft processing facility cleanroom without incident. In addition, all facility services and systems shall be in place and ready to support Spacecraft Customer activities. This shall include but not be limited to:

1. Proof that operational systems e.g., communications, television, RF are validated and ready to support

2. Proof the administrative systems (desks, telephones, Local Area Network (LAN), copiers, etc.) are ready for use

3. Proof the facility systems (power, gases, compressed air) are in place to support the spacecraft and associated GSE

4. Proof that cleanroom specifications are met and being maintained

Upon completion of this activity, the Contracting Officer will authorize the milestone payment.

(d) Spacecraft Processing Period

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

(e) Facility Departure

The Contractor shall have demonstrated that the facility systems have met the Government’s minimum requirements as defined in the Attachment A, Statement of Work and SPOT, necessary support services and materials required at the spacecraft processing facility have been provided in a timely manner during the pad processing and launch periods, and the facility system failures or deficiencies have been corrected without causing delay to the processing or launch schedule.

The Contractor shall have provided the necessary equipment and personnel to load and transport the GSE and spacecraft (if required) from the spacecraft processing facility to the departure point without incident. When all mission-related hardware, equipment, and supplies have departed the facility, the Contracting Officer will authorize the milestone payment.

2.19 LICENSES, PERMITS, AND INSURANCE FOR A SPACECRAFT

PROCESSING FACILITY/OPERATOR

The Contractor shall assume all responsibility for obtaining the necessary licenses, permits, site plans, and clearances, with the exception of radioactive materials, that may be required by the

Department of Transportation, Department of Commerce, Department of Defense, or other Federal, State, or local governmental bodies or subdivisions thereof, or of any other duly constituted public authority in performance of the work whether performed by the Contractor or the Spacecraft Customer housed in the facility unless otherwise directed by the Contracting Officer. This includes obtaining a Technical Assistance Agreement approved by the Department of State for working with Foreign Spacecraft Customer, if necessary. The Contractor shall obey and abide by all applicable laws, regulations, or ordinances in order to operate as a commercial spacecraft processing Contractor under this contract. All applicable costs and fees associated with obtaining licenses, permits, site plans, and clearances are included in the contract’s total firm fixed price.

2.20 LSP SAFETY AND HEALTH

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

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

The Contractor shall identify a Safety Representative for each mission to resolve safety and health issues in a manner consistent with SOW Sections 2.4, Requirements Development and Implementation, and 3.2, NASA Insight and Approval. The Contractor shall be responsible for establishing and maintaining safety procedures and controls in compliance with all Federal, State, and local laws and regulations applicable to safety and health.

When performing work on a Space Force installation, the Contractor shall follow the AFSPCMAN 91-710 unless they have an existing agreement with the Space Force to use a predecessor document. The Contractor shall maintain a safety and health plan in accordance with NFS 1852.223-70 and continually update the safety and health plan for changes to safety requirements, new or modified hardware (both flight and GSE), or when deemed necessary by

NASA.

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

All accidents, mishaps, close calls or other incidents as defined by NASA shall be reported as required by NFS 1852.223-70, Safety and Health, to the Contracting Officer, the LSP Safety Representative, and the Payload Safety Representative. Reporting shall be in accordance with NPR 8621.1 and the NASA Payload Safety organization requirements as identified in their Payload Systems Safety Plan.

The Contractor shall enforce a building clear for non-essential LSP personnel during all hypergolic propellant flow and wetted fluid line disconnect operations. The Contractor shall enforce this building clear for all such operations in the facility whether they are being performed by NASA or non-NASA personnel. Non-essential LSP personnel entrance into the area clear shall only occur when propellant flow has stopped, and the system has been determined to be in a static and leak-free state.

The clear area shall extend a minimum distance of “building clear: for indoor operations, and a minimum distance of 200 feet radially and 700 feet downwind for outdoor operations. The Contractor shall only waive this restriction for LSP personnel when provided specific, written authorization from the CO or COR. This waiver may be delivered to the Contractor via email.

2.21 ANNUAL REVIEW CLAUSE

This IDIQ contract will allow for an annual review to ensure that pricing and other factors are aligned with the current market. The IDIQ Contractor shall-

a. Ensure that NTE prices in Attachment A.2, SPOC Price List are reviewed annually and, if necessary, updated to reflect the current market trends.

b. Ensure any increase in NTE is valid and justified.

c. Maintain awareness of changes in market conditions, sources of supply, and other pertinent factors that may warrant review.

d. Capture any necessary revisions/clarifications to Attachment A, Statement of Work and

Attachment A.1, Common LSSP

If review is necessary, the Government or Contractor shall initiate the annual review by September 15th.