VCSFA_RFP_27.130300-003-004 Deep Water Port Design Services.pdf

VIRGINIA COMMERCIAL SPACE FLIGHT AUTHORITY

REQUEST FOR PROPOSALS (RFP)

Issue Date: August 12, 2026

Subject: RFP 27.130300-003-004

Title: Deep Water Port 30% Design Services

Issuing Organization: Virginia Commercial Space Flight Authority 101 W. Main Street, Suite 602 Norfolk, VA 23510

Location of Work: Mid-Atlantic Regional Spaceport

7414 Atlantic Road Wallops Island, VA 23337

Proposals will be received until 09/09/2026, 4:00 p.m. Eastern time for furnishing the scope described herein.

Proposals shall remain valid for 60 days from the date submittals are due.

Questions shall be emailed to solicitations@vaspace.org by 08/24/2026 by 4:00 p.m., Eastern Time. Please include RFP 27.130300-003-004 in the subject line.

VCSFA is not obligated to pay any costs incurred by the Offeror in preparing or submitting an offer to this RFP.

Certification:

In compliance with this RFP and all conditions imposed in this RFP, the undersigned firm hereby offers and agrees to furnish all services in accordance with the attached signed proposal or as mutually agreed upon by subsequent negotiation, and hereby certifies that all information provided below and in response to this request for proposal and any schedule attached hereto is true, correct, and complete.

Name and Address of Firm:

By: ______________________________________ _______________________________________ Authorized Signature/Title Date Printed Name

Email Phone Number

Virginia Commercial Space Flight Authority

VCSFA RFP 27.130300-003-004

Deep Water Port 30% Design Services

TABLE OF CONTENTS

PAGE

I. PURPOSE 2

II. STATEMENT OF NEEDS 2

III. SOLICITATION SCHEDULE 6

IV. PROPOSAL PREPARATION AND SUBMISSION INSTRUCTIONS 6

V. EVALUATION AND AWARD CRITERIA 8

VI. GENERAL TERMS AND CONDITIONS 8

VII. OTHER TERMS AND CONDITIONS 8

VIII. ATTACHMENTS 9

I. PURPOSE

The Virginia Commercial Space Flight Authority (“VCSFA” or “Virginia Spaceport Authority” or “VSA”) is issuing this Request for Proposal (RFP) for a 30% design of an Ocean-Side Deep Water Port at the Mid- Atlantic Regional Spaceport (MARS) located in Wallops Island, VA.

VCSFA is a political subdivision of the Commonwealth of Virginia and is exempt from the Virginia Public Procurement Act.

II. STATEMENT OF NEEDS

1. Background

A future ocean-side Deep Water Port capability will provide MARS and its customers with additional options to maintain supply chain redundancy, open new avenues for Launch Service Providers to access Launch Complex 0, provide return-to-earth recovery options, and will also serve as an additional DoD utilization asset at the Spaceport.

2. Objective

The objective of this effort is to advance the Wallops Island deep-water port concept to a 30% design level through a coordinated program of technical assessments, engineering analyses, and preliminary design development. This phase will establish the foundational engineering basis needed to define feasible port configurations, evaluate operational and environmental constraints, and identify key design drivers that will influence future detailed design. The work will integrate metocean analysis, coastal engineering, site conditions, operational requirements, and infrastructure concepts to produce a technically sound and defensible 30% design package. This package will include conceptual layouts, typical sections, design loading parameters, and Class IV cost estimates, enabling stakeholders to select a preferred alternative and proceed confidently into permitting, geotechnical investigations, and subsequent design phases.

3. Scope of Work

This effort will advance the Wallops Island deep-water port project to a 30% design level through a coordinated program of technical assessments, engineering analyses, and preliminary design development. The work will define operational requirements, evaluate environmental and coastal conditions, assess site constraints, and develop feasible infrastructure concepts. These activities will culminate in a 30% design package and supporting documentation that establishes the engineering basis for selecting a preferred alternative and progressing into detailed design, permitting, and future project phases.

3.1 Meetings and Coordination

Conduct a project kickoff meeting (in-person at Wallops Island or via Teams)

Perform a Design Charette for initial requirements consolidation

Hold monthly coordination meetings with the project team

Organize and facilitate stakeholder meetings as required

Hold a final 30% Design Review Meeting for VSA Management

3.2 Basis of Assessment

Define port operational requirements, including:

o Vessel characteristics o Wharf live-load requirements o Allowable operational conditions o Berth utilization needs o Crane loading for barge offloads

Review site conditions and identify data gaps and constraints

Conduct a site visit to validate existing conditions

Assess upland operational requirements, including long-term loads and bearing capacities

3.3 Environmental and Permitting Assessment

Initiate pre-application meetings with relevant regulatory agencies

Document permitting pathways, data needs, and anticipated regulatory considerations

3.4 Coastal Engineering Assessment

Perform detailed metocean statistical analyses (winds, waves, currents, sea-level rise)

Conduct wave modeling to support infrastructure design and mooring analysis

Complete mooring and downtime analyses for vessels and barges using static methods

Evaluate seabed change along navigation pathways and identify mitigation strategies

Compare existing bathymetry with navigational requirements to identify dredging needs

Identify sedimentation risks at berths and adjacent areas

Develop design loading parameters for alternatives and the selected 30% design

3.5 Infrastructure Design

Preliminary Concept Development:

o Develop high-level concept sketches based on prior work o Evaluate concepts and potential locations against defined criteria

Specific location shall be chosen by Owner by prior to proceeding into higher level design development

Prepare at least two deep-water port options for the chosen ocean-side location with estimated quantities, including:

o Pile number, type, and diameter o Structure-over-water area o Fill area and volume o Dredging area o Final port length shall be chosen by Owner prior to proceeding into higher level design development

30% Design Package:

o Basis of Design o Plan views of the selected concept o Typical sections illustrating key design elements

Lifecycle Cost Analysis o Prepare Class IV CAPEX estimates for proposed alternatives o Develop major maintenance cost estimates for lifecycle planning

Reporting o Draft Report summarizing analyses, findings, and recommendations

Shall include formalized presentation to Owner of final 30% design o Final Report incorporating stakeholder feedback o 30% Design Drawings included as part of final deliverables

Shall be Owner provided drawing border

Optional Services to be Period o 3D Model of Port Design o Geotechnical borings at the proposed site o Additional detailed metocean statical analysis o Bathymetric survey to support port design and navigation planning

4. Requested Vendor Information

Respondents are encouraged to submit:

Provide a summary of relevant experience, technical capabilities, and past performance on similar port, coastal, or marine infrastructure projects.

Identify key staff, their roles, qualifications, and anticipated level of involvement

Describe your understanding of the project objectives and outline your proposed technical and management approach.

Provide a narrative confirming how your proposed effort aligns with the scope described in this SOW, including any recommended refinements or assumptions.

Submit a proposed schedule for completing the 30% design effort, including major milestones and review points

Provide a detailed cost proposal for completing the 30% design scope, including labor categories, hours, rates, and any anticipated reimbursable expenses

Provide separate pricing for advancing the design from 60% through IFC (Issued for Construction) and completion of an Environmental Assessment post design, including assumptions, level of effort, and cost structure for each phase

Identify key project risks and describe your proposed mitigation strategies

Provide all assumptions, exclusions, and clarifications necessary to fully understand your proposal and pricing

5. Optional Services

While the initial requirement is for a 30% design submittal, the offeror shall propose scope and pricing for the following base scope and optional design milestones:

Milestone 1 – 30% Design Submittal (base scope as discussed above)

Milestone 2 – 60% Design Submittal o Iterated structural and utility design, finalized site map and draft technical specifications.

Milestone 3 – 90% Design Submittal o Provides final technical design, construction phasing plan, detailed specifications, and quality assurance/control

Milestone 4 – Issue for Construction (IFC) Drawings o Final sealed and complete construction documents, permitting support, and conformed sets ready for construction.

Milestone 5 – Post design Environmental Assessment

A determination will be made prior to contract award as to which milestone(s) will be included in the initial contract. Subsequent milestones may be authorized at the sole discretion of VCSFA via contract options or modifications, contingent upon satisfactory performance and evolving program needs. Proposals shall address how the work will be performed and what the expectation will be for input from VCSFA.

6. Deliverables

In performing this work, the Contractor will be expected to:

Includes port operational requirements, site conditions review, upland operational needs, and site visit documentation

Shall include landside utility requirements for general electric (transformer sizing, distribution panels, and general lighting layout), water usage, and restroom if applicable

Summarizes metocean analysis, wavy modeling, mooring analysis, navigation pathway evaluation, sedimentation risk, and dredging needs

Provides preliminary concept sketches, evaluation criteria, and at least two deep-water port alternatives with associated quantity estimates

Includes the Basis Design, plan views, typical sections, and design loading parameters for the selected concept

Provides Class IV CAPEX estimates and major maintenance cost projections for the proposed alternatives

Consolidates all findings, analyses, recommendations, and includes the 30% design drawings

30% Design Drawings shall be delivered to VSA no later than December 1, 2026.

The Owner (VSA) will be expected to provide:

The final Deep Water Port Assessment is currently being completed and will be provided post award to the selected Contractor.

III. SOLICITATION SCHEDULE

1. Request for Proposal

a. Release of Solicitation: 8/12/2026

b. Questions must be emailed no later than 8/24/2026, 4:00 p.m. Eastern time to solicitations@vaspace.org. Include the RFP title and number in the subject line.

c. Proposals are due 9/9/2026, 4:00 p.m. Eastern time.

IV. PROPOSAL PREPARATION AND SUBMISSION INSTRUCTIONS

1. Manner of Submission

a. In order to be considered for selection, Offerors must submit an electronic proposal by the date and time noted above and on the cover of this solicitation.

b. Receipt of an electronic proposal shall be used to determine timeliness.

c. Proposals must be submitted to solicitations@vaspace.org.

2. Proposal Preparation

a. Proposals must be signed by an authorized representative of the Offeror.

b. All information requested must be submitted. Proposals shall be organized as outlined.

c. All pages of the proposal shall be numbered, and each paragraph in the proposal shall reference the page number and paragraph number (as appropriate) of the corresponding section of the RFP. Information that the Offeror desires to present that does not fall within any of the requirements of the RFP shall be inserted at an appropriate place or be attached at the end of the proposal and designated as additional material. Proposals which are not organized in this manner risk elimination from consideration if VCSFA is unable to locate the responses to the RFP requirements.

d. Proposal responses shall provide a straightforward, concise description of capabilities to satisfy the requirements of the RFP. Emphasis shall be placed on completeness and clarity of content.

e. Proposal Preparation Costs: The Offeror is responsible for all costs of proposal preparation. VCSFA is not liable for any cost incurred by an Offeror in response to this

RFP.

f. Proposal shall remain valid for sixty (60) days from date of submission.

3. All Proposals Shall Include:

a. Cover sheet of this RFP - filled out as required and signed by an authorized representative of the Offeror.

b. VCSFA Business Certificate and W-9 - Attachments A and B respectively.

c. Exceptions to RFP or Terms and Conditions - Attachment E.

d. Executive Summary – A concise overview of the proposed approach, highlighting how it meets or exceeds the scope requirements, and addresses any project risks.

e. Qualifications and Experience - Provide a detailed description of the firm’s relevant expertise and demonstrated past performance.

Include a staffing plan that includes a team structure with key personnel. The

Offeror shall confirm in writing that the personnel identified to staff this project will execute the content and scope of work included in its response.

Discuss your firm and key personnels’ experience Include a description of at least 3 similar, successfully performed design services for projects of a similar nature.

f. Technical Approach – Detailed methodology of how the Offeror will execute the work covered in the RFP Statement of Needs, including an approach to coordination with VCSFA and stakeholders.

g. Price – ROM (Rough Order of Magnitude) non-binding price estimate to complete the base scope (30% Design Submittal) and the optional work, estimated separately for each phase:

60% Design Submittal, 90% Design Submittal, IFC drawings, and post design Environmental Assessment.

h. Schedule – Provide a schedule and timeline of execution identifying key tasks/milestones/activities, durations, deliverables at each stage, and final project completion to complete satisfactory the scope of work at or before the specified completion date, as well as any mitigation strategies for potential delays. Provide a detailed schedule for base scope of 30% Design Submittal and estimated schedules for optional milestones: 60% Design Submittal, 90% Design Submittal, and IFC drawings, and post design Environmental Assessment.

i. Assumptions – Provide the list of assumptions that support the proposed approach, price and schedule. This list shall include specific required support from and/or dependencies on

VCSFA.

V. EVALUATION AND AWARD CRITERIA

Proposals will be evaluated based on best overall value with the following criteria, in order of priority:

1. Understanding of the scope and approach – Demonstrated comprehension of the project objectives and well-defined, effective methodology to executing the scope of work, as outlined in the Offeror’s Technical Approach section of its proposal.

2. Completion schedule – The feasibility and efficiency of the proposed timeline and ability to meet VCSFA’s completion date.

3. Cost – Transparency and reasonableness of proposed costs.

4. Qualifications and experience – The Offeror’s expertise, demonstrated past performance associated with the requirements outlined in “Qualifications” section in the Statement of Needs, as described in the Offeror’s proposal.

The award will be made to the Offeror whose proposal is determined to be the best proposal and offers the best overall value and fit to VCSFA.

VCSFA reserves the right to reject any and all proposals; or to select the proposal that in VCSFA’s judgment best accomplishes the objectives and meets the requirements included in the RFP.

VI. GENERAL TERMS AND CONDITIONS

Any contract resulting from this RFP will take the form of the attached VCSFA Contract for Services, Attachment C, with the addition of Prime Contract Flowdown Clauses FA881824CB001 in Attachment E. Any exceptions to the terms contained therein shall be clearly identified and explained in Exceptions to RFP or Contract for Services, Attachment E.

VII. OTHER TERMS AND CONDITIONS

1. In accordance with the Virginia Fair Employment Contracting Act, Va. Code Sec. 2.2- 4200 et seq., the Contractor agrees as follows:

a. The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause, including the names of all contracting agencies with which the Contractor has contracts of over $10,000.

b. The Contractor, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, will state that such Contractor is an equal opportunity employer. However, notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section.

c. If the Contractor employs more than five employees, the Contractor shall

(i) provide annual training on the Contractor’s sexual harassment policy to all supervisors and employees providing services in the Commonwealth, except such supervisors or employees that are required to complete sexual harassment training provided by the Department of Human Resource Management, and (ii) post the Contractor’s sexual harassment policy in (a) a conspicuous public place in each building located in the Commonwealth that the Contractor owns or leases for business purposes and (b) the Contractor’s employee handbook.

d. The Contractor shall include the provisions of subdivisions a, b, and c above in every subcontract or purchase order of over $10,000, so that those provisions will be binding upon each subcontractor or vendor.

2. The Contractor agrees to comply with all applicable federal and state laws and regulations pertaining to information security and data privacy.

3. Request to Protect Records from Public Disclosure

Information which you desire to make available to VCSFA but which you believe should be exempted from disclosure, such as a trade secret, proprietary information, or other confidential information, should clearly by identified and designated as such, stating in writing why protection of that information is needed. The Respondent should make a written request to solicitations@vaspace.org. The written request shall:

a. Specify the applicable Code of Virginia exemption (such as Va. Code Sec. 2.2- 3705.6(24)), upon the submission of the materials for which protection is sought.

b. Identify specifically and conspicuously the data or other materials for which the protection is sought (requesting protection for the entire response does not comply with this requirement and such request will be rejected); and,

c. State the reasons why protection is necessary.

Failure to take such precautions prior to submission of information may subject confidential information to disclosure under the Virginia Freedom of Information Act.

4. All personnel performing work under this agreement must be authorized to work in the United States.

The Contractor warrants that it does not and shall not, during the performance of this agreement, knowingly employ an unauthorized alien as defined in the Immigration Reform and Control act of 1986. Any personnel requiring access to VCSFA properties or NASA Wallops Flight Facility must be US Citizens, and present a valid, unexpired government issued photo identification. All requests for facility access must be coordinated through the designated VCSFA point of contact.

VIII. ATTACHMENTS

Attachment A - VCSFA Business Certification Attachment B - W-9 Form Attachment C – Deep Water Port Location Site Map Attachment D - VCSFA Contract for Services Attachment E - Exceptions to VCSFA Contract for Services Attachment F – FAR Prime Flowdown Clauses

Dear Valued Supplier, We request that you complete the following information in order to with

. Please return this form as soon as possible

Company Name Company Name Street Address Street Address City City State Zip State Zip

Cage Code

President: CFO:

No. of Employees:

If Subsidiary, name of Parent:

Signature:__________________________________ Title:

Date:

Vendor ID: Classification: __ __ __ __ __ __ __ __

Export/Import Certification

(NAICS)

OFFEROR (____) is, (____) is not a “U.S. Person” as defined in the ITAR 22 CFR Part 120.15 and EAR 15 CFR 772.

OFFEROR (____) is registered, (____) is exempt from registration, (_____) is not registered with the U.S. Department of State, Directorate of

Defense Trade Controls per ITAR 22 CFR Part 122.1 (a) and (b). Expiration Date of Registration (________________) OFFEROR (____) will obtain the necessary export authorization prior to the release of controlled technical data or other defense articles provided by for the purpose of procurement to any Foreign Person in or outside of the United States.

In the event this effort contains controlled technical data within the definition of the International Traffic In Arms Regulations (ITAR), it is subject to the control laws of the U.S. Government. Transfer of this data by any means to a Foreign Person, whether in the United States or abroad, without an export license or other approval from the U.S. Department of State, is prohibited. Suppliers shall ensure any lower tier participants are made aware of this requirement.

Additionally, for service type orders, the supplier is advised that due to the nature of work performed by , it is anticipated that any services performed under this contract may include exposure to defense articles. As such, only U.S. Persons may work on any resultant order. The supplier is responsible for ensuring compliance with this requirement, and for flowing down the requirement to lower tier participants.

ORDERS MAY NOT BE PROCESSED UNTIL WE HAVE RECEIVED THE ABOVE INFORMATION

Company Addresses Order to: Remit to:

ITAR 22 CFR 120.15 and EAR 15 CFR Part 772 define a U.S. person as a person who is a lawful permanent resident as defined by 8 U.S.C.1101(a)(20) or who is a protected individual as defined by 8 U.S.C. 1324b(a)(3). It also means any corporation, business association, partnership, society, trust, or any other entity, organization or group that is incorporated to do business in the United States. It also includes any governmental (federal, state or local) entity.

Business Status

Pertinent Data

It is the policy of that small businesses and companies owned by socially and economically disadvantaged individuals have the maximum opportunity to participate in the performance of contracts awarded by the U.S. Government Federal agencies. Eligibility as a small business is based upon the regulations issued by the Small Business Administration, per Rev. 13, part 121 of the SBA Rules and Regulations.

Fax Number

If so, what year?

Dun & Bradstreet Number:Federal Tax I.D. Number:

Principal product or service:

(Assigned by POC)

Printed Name:_______________________________

Internal Use Only

Telephone Number Fax Number

Telephone Number

Has your company ever filed for Bankruptcy?

Years in Business:

Native American-Owned Small Business

Small Business Large Business Non-Profit Business Foreign Business Historically Black College & University or Minority Institution

Small Disadvantaged Business Women-Owned Small Business HUBZone Small Business Veteran Owned Small Business Service Disabled Veteran Owned Small Business Nonprofit Agency for Blind/Handicap

A tta ch m en t C

CONTRACT FOR SERVICES BETWEEN

THE VIRGINIA COMMERCIAL SPACE FLIGHT AUTHORITY

AND

CONTRACTOR NAME

CONTRACT NO. VCSFA-XXX

This Agreement made as of this _th day of ________, 2026, is between the Virginia Commercial Space Flight Authority, a political subdivision of the Commonwealth of Virginia ("VCSFA"), having its principal offices located at 101 W. Main Street, Suite 602, Norfolk, Virginia, 23510, and _______ (“Company”), with its principal office at ___________, Federal Tax Identification Number __________, is for the services described herein.

WITNESSETH:

WHEREAS: VCSFA desires to have COMPANY perform design engineering services at the Mid-Atlantic Regional Spaceport (MARS) located on NASA Wallops Flight Facility.

WHEREAS: the parties acknowledge that §2.2-2900 et seq. (VA Personnel Act) and §2.2-4300 et seq.

(VA Procurement Act) of the Code of Virginia do not apply to the Authority.

WHEREAS: COMPANY represents that it is fully qualified to perform the Services described herein.

NOW, THEREFORE, for and in consideration of the mutual covenants herein contained the parties hereto mutually agree to as follows:

1. Scope of Work. COMPANY agrees to perform the services set forth in RFP 27.130300-003-004 and the Company’s proposal dated XXX, 2026 (“Services”), which become an attachment hereto when Services are ordered under this contact and are incorporated as a part of this Agreement when approved.

2. Consideration and Payment.

(a) In return for satisfactory Services, VCSFA shall pay COMPANY in accordance with the terms and schedule specified in paragraph 2.(a-f). COMPANY shall submit invoices monthly and will submit such invoices and expense reports for the Services rendered to invoices@vaspace.org.

(b) COMPANY invoices must include the Contract Number assigned in Paragraph 14, the invoice date, and a unique invoice number. VCSFA will reimburse COMPANY for Services invoiced within thirty (30) calendar days of VCSFA’s receipt of a proper invoice from COMPANY. COMPANY shall not receive payment for defective material or Services found by the VCSFA or VCSFA’s primary customer if VCSFA is itself a subcontractor, to be unsatisfactory, or performed in violation of federal, state, or local laws or ordinances, rules, or regulations. Invoices must be received by VCSFA within thirty (30) days of delivery of services.

(c) (Reserved)

(d) COMPANY warrants that its invoiced amount shall not include any tax, duty, customs fees, or other government costs, assessments, or similar charges from which the VCSFA and the U.S. Government (if the U.S. Government is the primary customer and VCSFA itself is a subcontractor) are exempt. COMPANY further warrants that any applicable taxes, duties, customs fees, other government costs, assessments, or similar charges from which the VCSFA or the U.S. Government are not exempt are included in any pre-stated price, and that the pre-stated price is not subject to increase because of such charges.

(e) Each invoice must be signed by an authorized representative of COMPANY and certified as follows:

“The costs identified herein are correct, accurate, and allowable to the best of my knowledge.”

(f) In the event that a task order under this Agreement authorizes travel, then such travel shall be in accordance with Federal Travel Regulations and will be reimbursed in accordance with the standard U.S. Government’s allowances cited therein for per diem, airfare and other associated travel costs.

3. Liaison. The VCSFA representative responsible for the technical administration of the work shall be designated by VCSFA for each task order. The VCSFA officers authorized to modify or amend this Agreement, which shall be only by signed writing are Ted Mercer, CEO and Executive Director and Sean Mulligan, Chief Operating Officer or the Chief Financial Officer.

4. Miscellaneous Warranty. COMPANY warrants to VCSFA that the Services performed pursuant to this Agreement shall be performed competently, professionally, in accordance with the standard of care usually and reasonably expected in the performance of such services, and to the satisfaction of VCSFA.

VCSFA reserves the right to inspect COMPANY’s Services at any time prior to acceptance.

5. Date of Acceptance. The date of acceptance for all equipment, property, or Services shall be no later than the final date of acceptance required by the VCSFA or its primary customer if the VCSFA itself is a subcontractor.

6. Title. Clear and unrestricted title for any item of equipment or property purchased under this Agreement shall pass to VCSFA whenever acceptance is provided by VCSFA in accordance with the terms of this Agreement.

7. Termination for Convenience. VCSFA may terminate this Contract for its convenience by delivering to COMPANY a Notice of Termination for Convenience. VCSFA and COMPANY will negotiate termination liability and timeframe, upon receipt of notice of termination. VCSFA shall be entitled to receive all Services and work product completed or in progress as of the date of termination and COMPANY shall be paid for all work completed. VCSFA shall have no other liability arising out of termination.

8. Termination for Default. VCSFA shall have the right to terminate this Agreement for default if any of the following events of default occur or continue during the term of this Agreement, (a) COMPANY shall fail to deliver the equipment or Services required by this Agreement or relevant Exhibit or, (b) COMPANY shall repeatedly fail to respond to requests for maintenance or other services within the time limits set forth in this Agreement or relevant Exhibit or, (c) COMPANY shall breach any of the other terms set forth within this Agreement and the COMPANY shall fail to cure any breach after receiving a “Show Cause Notice” identifying the failure, and providing COMPANY ten (10) days to cure the failure/nonperformance. If COMPANY fails to answer the cure notice, or does not correct the deficiencies noted or in the case of a deficiency that cannot reasonably be cured within then (10) days does not commence and continue commercially reasonable efforts to effect such cure, then VCSFA may immediately terminate the Agreement for Default.

In such event, VCSFA will only be liable for the cost incurred to the date of termination. All costs of removal of COMPANY’s equipment shall be COMPANY’s expense. VCSFA’s failure to exercise its rights to terminate under this provision shall not be construed as a waiver of its right to terminate, rescind, or revoke this Agreement with regards to the triggering default or in the event of a subsequent breach of any provisions of this Agreement.

Neither party shall be liable for any delays or failures in performance other than payment obligations hereunder due to circumstances beyond its reasonable control.

9. Indemnification, Hold Harmless, and No Waiver. (a) TO THE FULLEST EXTENT PERMITTED

BY LAW, COMPANY SHALL INDEMNIFY AND HOLD HARMLESS THE U.S. GOVERNMENT,

VCSFA, AND THEIR RESPECTIVE AGENTS, EMPLOYEES, CONTRACTORS, AND DESIGNATED

REPRESENTATIVES, FROM ANY AND ALL CLAIMS, DAMAGES, LOSSES, SUITS, ACTIONS,

LIABILITIES, AND EXPENSES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ATTORNEYS

FEES, ARISING FROM THIS AGREEMENT AND THE PARTIES RELATIONSHIP; (b) NOTHING

CONTAINED HEREIN SHALL BE CONSTRUED AS EXPRESS OR IMPLIED WAIVER OF THE

SOVEREIGN IMMUNITY OF VCSFA OR THE COMMONWEALTH OF VIRGINIA, OR A PLEDGE

OF THE FULL FAITH AND CREDIT OF VCSFA OR THE COMMONWEALTH.

10. Insurance, Risk Prior to Acceptance. (a) COMPANY shall maintain such personal injury and property damage insurance as necessary to protect itself and those it indemnifies from claims arising out of the performance of this Agreement. By way of example and not limitation, COMPANY will be responsible for maintaining personal injury and property damage, Comprehensive, General and Automobile Liability coverage with limits acceptable to the U.S. Government for access to Government installations. COMPANY, as an independent contractor, will be responsible for any insurance required by law or NASA procedures, such as their own Workmen's Compensation Insurance coverage. COMPANY shall provide VCSFA certification of COMPANY’s insurance coverage; COMPANY shall notify VCSFA of any cancellation or substantial modification to such insurance; (b) VCSFA is relieved from, and COMPANY shall bear all risks of loss or damage to equipment, property, or Services prior to VCSFA acceptance and for the entire time title to equipment or property remains in COMPANY’s possession.

11. Confidential Information. Confidential information shall be treated and handled in accordance with the Non-Disclosure Agreement executed between COMPANY and VCSFA as required by specific tasking and specified in Exhibit A.

12. Records, Work, and Intellectual Property. COMPANY agrees to keep written records in reasonable detail of all work or Services performed by it pursuant to this Agreement and all written records and any other data, drawings, prints and information of whatsoever form shall be available to VCSFA at all reasonable times. All inventions or works, in any medium, prepared, originated, authored, or invented that are a deliverable under this Agreement as a result of performance of this Agreement shall be the exclusive property of VCSFA and shall be deemed work for hire and, to the extent that they may not be works for hire, COMPANY agrees to assign or transfer all rights, title, and interest in and to such items, including the copyright and/or patent rights.

13. Certification.

In the event COMPANY encounters any potential for noncompliance during this Agreement or extension thereof, it will advise VCSFA immediately.

(b) COMPANY is familiar with and agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of federally appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. 327 et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti- Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C.

40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity, 41 U.S.C. 83, Buy American Act and the Virginia Fraud Against Taxpayers Act, §8.01-216.1; Virginia Freedom of Information Act Va Code §§ 2.2-3700 et seq and the Virginia Public Records Act, Va Code §§ 42.1-76 et seq.

(c) COMPANY is familiar with and agrees to comply with the requirements of subsection 27(a) of the Office of Federal Procurement Policy Act (41 U.S.C. 423)(“Procurement Integrity”), as implemented in the FAR and will report immediately to VCSFA any information concerning a violation or possible violation of subsections 27(a), (b), (c), and (d) of such Act, as implemented in the FAR, pertaining to this Agreement.

(d) COMPANY agrees not to enter into any other agreement or contract that would preclude rendering services hereunder. COMPANY certifies that no actual or potential conflict of interest or unfair competitive advantage exists with respect to the services to be provided under this Agreement. If, in the opinion of COMPANY, any actual or potential conflict of interest or unfair competitive advantage develops with respect to the services in question, then COMPANY will immediately communicate the fact to VCSFA.

(e) COMPANY agrees to comply with all applicable requirements that are imposed on VCSFA by NASA.

14. Agreement Number. VCSFA has assigned Agreement Number VCSFA-TBD to this Agreement and all correspondence and documents must make reference to that number.

15. Non-Assignment. Neither party may assign or otherwise transfer its rights, duties, and/or obligations under this Agreement without the written consent of the other.

16. Set Off. VCSFA shall be entitled at all times to set off any amount owing at any time from COMPANY to VCSFA against any amount payable at any time by VCSFA to COMPANY.

17. Applicable Law. (a) This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Virginia. All Services/work shall be performed in accordance with all applicable safety and environmental regulations. (b) The parties irrevocably choose venue to lie in Norfolk, Virginia for any claims or suits arising from this Agreement. The parties hereby waive objection or contest to venue and personal jurisdiction under, and agree that any and all claims shall be brought in the court of proper jurisdiction within the city of Norfolk, Virginia.

18. Integration and Amendment. This Agreement sets forth the entire and only Agreement between VCSFA and COMPANY relative to the subject matter hereof. Any representation, promise or condition, whether oral or written not incorporated herein shall not be binding upon either party. No waiver, modification, or amendment of the terms of this Agreement shall be effective unless made in writing and signed by an authorized representative of the party sought to be bound hereby.

19. Independent Contractor. COMPANY is engaged in an independent business and will perform the Services as an independent contractor, and COMPANY is not the agent, employee, or servant of VCSFA.

COMPANY cannot act for or bind VCSFA or incur any debts or liabilities in the name of VCSFA. All persons furnished by COMPANY shall be solely the employees or agents of COMPANY under its sole and exclusive direction, supervision, and control; COMPANY shall be responsible for its employees’ Social Security withholding, worker’s compensation insurance, unemployment taxes, etc. COMPANY shall pay any applicable federal or state income tax on amounts paid under this Agreement.

20. Severability. Each paragraph and provision of this Agreement is severable from the entire Agreement, and if any provision is declared invalid, the remaining provisions shall remain in effect.

21. Contractual Disputes. Contractual claims by COMPANY, whether for money or other relief, shall be submitted in writing no later than thirty (30) days after the occurrence or beginning of the work upon which the claim is based, provided however, that oral or written notice of COMPANY’s intention to file such claim must be given at the time of the occurrence or beginning of the work upon which the claim is based. VCSFA may (a) render its final decision in writing within sixty (60) days after its receipt of COMPANY’s written claim; (b) within a reasonable time after receipt of COMPANY’s written claim, request in writing additional information from COMPANY upon the receipt of which, it shall render its final decision within sixty (60) days; or (c) notify COMPANY within thirty (30) days of its intent to present such claim to the VCSFA Board of Directors, which shall have full discretion whether to consider such claim at its next meeting and whether to render a final decision.

COMPANY may not institute legal action prior to receiving a final decision, except where the VCSFA Board of Directors has declined to render a decision, in which case COMPANY may proceed following the meeting at which COMPANY’s claim was presented. In the event such a claim has been referred to the Board of Directors, and the Board of Directors does not meet for two consecutive calendar quarters after such referral, then the Board of Directors shall be construed as having declined to render a decision.

22. Special Damages. The parties acknowledge that VCSFA is a political subdivision of the Commonwealth of Virginia with limited authority, and that this Agreement shall not be construed as a waiver of sovereign immunity. TO THE EXTENT PERMITTED BY LAW, EVEN IF ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES, IN NO EVENT SHALL VCSFA OR COMPANY BE LIABLE FOR

SPECIAL DAMAGES, LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS,

WORK STOPPAGE, LOST DATA OR ANY OTHER RELIANCE, EXPECTANCY, PUNITIVE, DIRECT

OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND - THIS

LIMITATION SHALL APPLY TO CLAIMS OF WHATEVER NATURE.

23. Limitation of Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL

VCSFA’S AGGREGATE LIABILITY TO COMPANY FOR CLAIMS ARISING OUT OF THIS

AGREEMENT EXCEED THE AMOUNT OF THE TOTAL AMOUNT OF PAYMENTS TO BE MADE

TO COMPANY UNDER THIS AGREEMENT.

24. Terms and Conditions. Any of COMPANY’s proposed terms and conditions that may be set forth in any invoice, order, or otherwise, including any terms and conditions that may be packaged with any equipment or property, shall be null, void, and without effect, and the terms and conditions of this Agreement shall govern.

25. Term. This Agreement shall remain in full force and effect from ________, 2026 to ______, 202X, unless sooner terminated or discontinued in accordance with the provisions of this Agreement. This Agreement may be extended by separate, signed, written amendment; no additional costs are incurred unless so approved by a duly authorized officer of VCSFA.

26. Attachments. The following attachments are applicable to this Agreement and are incorporated herein by reference.

1. Mid-Atlantic Regional Spaceport Facility Access Plan Revision 3 dated 1/9/20

2. MARS Site Safety and Health Plan, Revision 5, dated 9/10/19

27. Survival. Sections 4, 9, 10, 12, 13, 17, 22, and 23 shall survive the termination of this Agreement.

IN WITNESS THEREOF, the parties have executed this Agreement on the date indicated below their respective signatures:

COMPANY Virginia Commercial Space Flight Authority

By: By:

Printed Name: Printed Name:

Title: Title:

Date: Date:

tt ac hm en t E

E xc ep tio ns to V

C

SF

A R

FP

a nd V

C

SF

A C on tr ac t f or S er vi ce s

R

FP

7.

-0

-0

: D ee p

W at er P or t 3

0% D es ig n Se rv ic es dd a ny a dd iti on al li ne it em s f or e xc ep tio ns a s n ec es sa ry a nd re fe re nc e an y ex pl an at or y at ta ch m en ts w ith in th e lin e ite m to w hi ch it re fe rs

R

FP

S ec tio n

Pa ge

E xc ep tio n

(D es cr ib e na tu re o f t he e xc ep tio n)

E xp la na tio n of w hy th is is a n is su e

O ff er or a lte rn at iv e to m ee t V

C

SF

ne ed s

11/01/2023 -1- FA8818-24-C-B001

VIRGINIA COMMERCIAL SPACE FLIGHT AUTHORITY (VCSFA)

PRIME CONTRACT FLOW DOWN DOCUMENT

INCORPORATION OF FEDERAL ACQUISITION REGULATION (FAR) AND DEFENSE FEDERAL

REGULATION SUPPLEMENT (DFARS), AIR FORCE FEDERAL REGULATION SUPPLEMENT (AFFARS)

The Federal Acquisition Regulation (FAR), Defense Federal Acquisition Regulation Supplement (DFARS) and Air Force Federal Regulation Supplement (AFFARS) clauses referenced below are incorporated herein by reference, with the same force and effect as if they were given in full text, and are applicable, including any notes following the clause citation, to this order.

When reading the clauses herein, the reader shall interpret the word “Contract” to mean “Subcontract” or “Purchase Order”;

“Contracting Officer” to mean “VCSFA Procurement Official”; “Contractor” to mean “Seller”, “Government” to mean “Buyer”. If the date or substance of any of the clauses listed below is different from the date or substance of the clause actually incorporated in the prime contract referenced by number herein, the date or substance of the clause incorporated by said prime contract shall apply instead.

Seller shall include in each lower-tier subcontract/purchase order the appropriate flow down clauses as required by the FAR, DFARS and AFFARS included in this document.

FEDERAL ACQUISITION REGULATION INCORPORATED BY REFERENCE

52.203-3 Gratuities (Apr 1984) 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (May 2011) 52.204-21 Basic Safeguarding of Covered Contractor Information Systems (Nov 2021) 52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and

Other Covered Entities (Nov 2021) 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Nov

2021) 52.204-27 Prohibition on a ByteDance Covered Application (Jun 2023) 52.212-4 Contract Terms and Conditions-Commercial Products and Commercial Services (Dec 2022) 52.217-2 Cancellation Under Multi-year Contracts (Oct 1997)

52.323.39 Unenforceability of Unauthorized Obligations (Jun 2013) 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (Mar 2023)

DEFENSE FEDERAL ACQUISITION REGULATION SUPPLEMENT INCORPORATED BY REFERENCE

252.203-7000 Requirements Relating to Compensation of Former DoD Officials (Sep 2011)

252.203.7002 Requirement to Inform Employees of Whistleblower Right (Dec 2022) 252.203-7003 Agency Office of the Inspector General (Aug 2019) 252.204-7003 Control of Government Personnel Work Product (Apr 1992) 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting (Jan 2023) 252.204-7015 Notice of Authorized Disclosure of Information to Litigation Support (Jan 2023) 252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services (Jan 2023) 252.204-7020 NIST SP 800-171 DoD Assessment Requirements (Jan 2023) 252.222-7006 Provision of Information to Cooperative Agreement Holders (Jan 2023) 252.225-7012 Preference for Certain Domestic Commodities (Apr 2022) 252.225-7048 Export-Controlled Items (Jun 2013) 252.225-7052 Restriction on the Acquisition of Certain Magnets, Tantalum, and Tungsten (Jan 2023) 252.225-7056 Prohibition Regarding Business Operations with the Maduro Regime (Jan 2023) 252.225-7058 Postaward Disclosure of Employment of Individuals Who Work in the People's Republic of China (Jan 2023) 252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business

Concerns (Jan 2023) 252.237-010 Prohibition on Interrogation of Detainees by Contractor Personnel (Jan 2023) 252.243-7002 Request for Equitable Adjustment (Dec 2022) 252-244-7000 Subcontracts for Commercial Items (Jan 2023)

11/01/2023 -2- FA8818-24-C-B001

FEDERAL ACQUISITION REGULATION INCORPORATED BY FULL TEXT

52.212-5 Contract Terms and Conditions Required to Implement Statues or Executive Orders – Commercial Products and Commercial Services. (Jun 2023)

As prescribed in 12.301(b)(4), insert the following clause:

Contract Terms and Conditions Required to Implement Statues or Executive Orders – Commercial Products and Commercial Services. (Jun 2023)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

(Nov 2021) (Section 889(a)(l)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 ( 19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of Jaw or Executive orders applicable to acquisitions of commercial products and commercial services:

[Contracting Officer check as appropriate.]

[X] (I) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate 1 (NOV 2021) (41 U.S.C.

4704 and 10 U.S.C. 4655).

[X] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509)).

[ ] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111- 5). (Applies to contracts funded by the American Recovery and Reinvestment Act of2009.)

[X] (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note). [] (5) [Reserved].

[ ] (6) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

[ ] (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C). [] (8) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117-328).

11/01/2023 -3- FA8818-24-C-B001

[X] (9) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) (31 U.S.C. 6101 note).

[ ] (10) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

[ ] (11) [Reserved] .

[ ] (12) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15 U.S.C. 657a).

[X] (13) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[ ] (14) [Reserved]

[] (15) (i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate l (MAR 2020) of 52.219-6.

[ ] (16) (i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

[] (ii) Alternate I (MAR 2020) of 52.219-7.

[X] (17) 52.219-8, Utilization of Small Business Concerns (OCT 2022) (15 U.S.C. 637(d)(2) and (3)).

[] (18) (i) 52.219-9, Small Business Subcontracting Plan (OCT 2022) (15 U.S.C. 637(d)(4)).

[ ] (ii) Alternate I (NOV 2016) of 52.219-.

[ ] (iii) Alternate II (NOV 2016) of 52.219-. [ ] (iv) Alternate III (JUN 2020) of 52.219-9.