CONTINUATION SHEET 

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NAME OF OFFEROR OR CONTRACTOR SPACEX 

ITEM NO. 

(A) 

SUPPLIES/SERVICES 

(B) 

QUANTITY 

(C) 

UNIT 

(D) 

UNIT PRICE 

(E) 

AMOUNT 

(F) 

The purpose of modification P00009 is to 

incorporate the following change to the 

contract: 

1) Issue a No Cost Extension (NCE) through

August 9, 2021, without change to contract

value or funding in response to Option A

contract award protests presently in

litigation.

As a result of this change, the following 

sections are hereby updated as follows: 

Section B 

MSFC 52.216-90 is hereby updated to change 

the Base Contract period of performance from 

12 months to August 9, 2021. 

MSFC 52.216-92 is hereby updated to change 

the period of performance end date of CLINs 

0001 -0004 from 04/30/2021 to 08/09/2021. 

Note: The period of performance start date 

of CLINs 0005-0009 will be adjusted, as 

required, as part of Option A Modification 

execution at the selected CLIN prices as 

notified by NASA on April 16, 2021). 

Section F 

MSFC 52.211-94 is hereby updated to change 

the period of performance end date from 

04/30/2021 to 08/09/2021. 

Section H 

NFS 1852.232-77 is hereby updated to change 

the fund through date from 04/30/2021 to 

08/09/2021. 

STATEMENT OF RELEASE

1. All four CLINs on the base period

contract will have their period of

performance extended through August 9, 2021;

2. This contract modification will be at no

cost to NASA (i.e., no contract value or

funding increase);

3. The contract’s scope of performance

(i.e., the amount of work and its

qualitative nature) will remain unchanged;

In consideration of the modification agreed 

to herein and described in nos. 1-3 above, 

and by its signature on this modification, 

the Contractor, for itself, its 

predecessors, successors, present and former 

directors, officers, employees, agents, 

representatives, sureties, assigns, vendors, 

suppliers, subcontractors, insurers, or 

other creditors of the Contractor, 

OPTIONAL FORM 336 (4-86) 

Sponsored by GSA FAR (48 CFR) 53.110 
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CONTINUATION SHEET 80MSFC20C0034P00009 

NAME OF OFFEROR OR CONTRACTOR SPACEX 

ITEM NO. 

(A) 

SUPPLIES/SERVICES 

(B) 

QUANTITY 

(C) 

UNIT 

(D) 

UNIT PRICE 

(E) 

AMOUNT 

(F) 

acknowledges and agrees that this period of 

performance extension through August 9, 2021, 

and all other contract changes related to 

this extension as described in nos. 1-3 

above, shall be at no cost to the Government, 

and accordingly, hereby remises, releases, 

and forever discharges the Government, its 

officers, agents, and employees from any and 

all liabilities, obligations, claims, 

charges, and demands whatsoever in law or 

equity, actual or potential, known or 

unknown, directly or indirectly attributable 

to, related to, or otherwise arising in any 

way from this contract modification. The 

Contractor acknowledges that this release of 

claims applies whether or not any costs and 

impacts encompassed by this modification have 

been discussed by the Contractor with the 

Government, or for any reason reserved for 

future discussion with the Government, or 

have been made the basis for other assertions 

of claims or requests for equitable 

adjustment; whether or not such costs and 

impacts of said events are caused directly 

by, indirectly by, cumulatively by, or in 

consequence of nos. 1-3 above; and 

irrespective of whether the facts or 

circumstances giving rise to such equitable 

adjustments or other claims occurred, were 

known, or reasonably should have been known 

by the Contractor prior to or after the 

execution of this modification. Nothing 

within this modification shall negate, 

diminish, or otherwise modify the 

Government’s rights as set forth under this 

contract. Acceptance of this modification by 

the Contractor constitutes an accord and 

satisfaction for any and all liabilities, 

obligations, claims, charges, and demands 

whatsoever in law or equity, actual or 

potential, known or unknown, directly or 

indirectly attributable to, related to, or 

otherwise arising in any way from this 

contract modification. 

Payment Terms: Net 30 days 

FOB: Destination 

OPTIONAL FORM 336 (4-86) 

Sponsored by GSA FAR (48 CFR) 53.110 

 

 

80MSFC20C0034P00009

CLIN DESCRIPTION VALUE OPTION

STATUS 

001 Base: 2024 HLS Design and Development 

– Period of Performance: ATP - 08/09/2021

(b) (4) N/A 

002 Base: 2026 HLS Design 

– Period of Performance: ATP - 08/09/2021

$1 N/A 

003 Base: IDIQ for 2024 Long Lead Items 

– Period of Performance: ATP - 08/09/2021

$1 N/A 

004 Base: IDIQ for Special Studies 

– Period of Performance: ATP - 08/09/2021 (b) (4) N/A 

005 Option A: 2024 HLS DDT&E and Demonstration 

Mission 

– Period of Performance: 03/01/2021 – 02/28/2025

Not Exercised 

006 Option A: 2026 HLS Design 

– Period of Performance: 03/01/2021 – 02/28/2025

$1 Not Exercised 

007 Option A: IDIQ for 2026 Long Lead Items 

– Period of Performance: 03/01/2021 – 02/28/2025

$1 Not Exercised 

008 Option A: IDIQ Special Studies IDIQ 

– Period of Performance: 03/01/2021 – 02/28/2025

$10,000 Not Exercised 

009 Option A: Docking System 

– Period of Performance: 03/01/2021 – 02/28/2025

$1 Not Exercised 

Total Value of Base and All Exercised Options $139,610,918.24

interface definition, HLS emulator definition/specifications, trade studies, and capability 

assessments. The Government may order IDIQ services at any time after contract start in 

accordance with the procedures set forth in NFS Clause 1852.216-80, “Task Ordering 

Procedures,” Clause 52.216-18, “Ordering,” and Clause 52.216-19, “Order Limitations,” of 

this contract. In performing these services, the contractor shall provide all required necessary 

labor, materials, travel, and ODCs as delineated in the individual Task Order proposals based 

on the rates delineated in Attachment TBD, IDIQ Fully-Burdened Labor Rates. 

(End of clause) 

MSFC 52.216-92 MATRIX OF CONTRACT LINE ITEMS (CLINs) (OCT 2017) 

The current total contract value is as specified below. To separately track the components of the 

value, separate CLINs have been established as follows: 

(End of provision) 

MSFC 52.227-91 DATA REQUIREMENTS (JUN 2017) 

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(a) The contractor shall furnish all data identified and described in the data requirements list

(DRL) of the data procurement document (DPD), which is attached to this contract. All

expenses associated therewith are included in the estimated cost or firm fixed price of this

contract or any associated task orders, if applicable.

(b) The Government reserves the right to delay the delivery of any or all data requirements

descriptions (DRDs) specified in the DRL and such right may be exercised at no increase to

the estimated cost or firm fixed price of this contract or any associated task orders.

(c) Nothing contained in this clause shall relieve the contractor from delivering data that is not

identified and described in the DRL/DPD, but required under another section of this contract.

(d) To the extent that data required to be delivered under a DRD is also required to be delivered

under another section of the contract, the requirements established by both the DRD and such

other contract section shall apply. In the event of a conflict between the data requirements of

the DPD and another contract section, the specific contract section will take precedence.

(End of clause) 

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80MSFC20C0034P00009

SECTION F - DELIVERIES OR PERFORMANCE 

52.242-15 STOP-WORK ORDER (AUG 1989)

MSFC 52.211-94 PERIOD OF PERFORMANCE (MAY 2017) 

The period of performance for this contract is from ATP through 08/09/2021. 

(End of clause)

MSFC 52.237-91 PLACE OF PERFORMANCE (JUL 2018) 

The Contractor shall perform the work under this contract at the Contractor’s facility, 

subcontractor facilities, and NASA Centers with current GTAs on file. Requests to work at other 

locations should be submitted to the Contracting Officer for written approval prior to 

commencing work. 

(End of clause)

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(i) Claims between the Contractor and its own Related Entities or between its Related

Entities;

(ii) Claims made by a natural person, his/her estate, survivors, or subrogees (except

when a subrogee is a Party to an Agreement or is otherwise bound by the terms of this

cross-waiver) for bodily injury to, or other impairment of health, or death of such

person;

(iii) Claims for Damage caused by willful misconduct;

(iv) Intellectual property claims;

(v) Claims for damages resulting from a failure of the contractor to extend the crosswaiver of liability to its subcontractors and related entities, pursuant to paragraph

(c)(2) of this clause; or

(vi) Claims by the Government arising out of or relating to a contractor’s failure to

perform its obligations under this contract.

(d) Waiver of claims between the Government and Contractor.

(1) This clause provides for a reciprocal waiver of claims between the Government and

the Contractor and their Related Entities as described in paragraph (c) above, except that

the Government shall waive such claims only to the extent such claims exceed the

maximum amount of the Contractor’s insurance or financial capability as required under

paragraph (e), below. This reciprocal waiver of claims shall not apply to rights and

obligations arising from the application of any of the other clauses in the contract or to

rights and obligations arising from activities that are not within the scope of this contract.

(2) Pursuant to paragraph (c)(2), the Contractor shall extend this waiver of claims to its

Related Entities by requiring them, by contract or otherwise, to waive all claims against

the Government and its Related Entities.

(e) Insurance and financial capability requirements.

(i) Throughout the performance of the contract, the Contractor shall maintain insurance,

or demonstrate financial capability to compensate, for damage to U.S. Government

property, except for:

(A) Damage to Orion on-orbit;

(B) Damage or loss resulting from the willful misconduct of the Government or its

employees; or

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80MSFC20C0034P00009

(C) Damage to U.S. Government property that is otherwise covered pursuant to the

insurance required for FAA licensing.

(ii) The insurance required by paragraph (e)(i) shall be in the amount of $100 million, or

a lesser amount that is the maximum amount available in the market at reasonable cost,

subject to approval by the Contracting Officer. Financial capability, if authorized by the

Contracting Officer, shall be in the amount of $100 million.

(iii) Insurance policies shall name the United States Government as an additional insured

party.

(iv) The Contractor shall provide evidence of the insurance or financial capability to the

Contracting Officer upon request, and such insurance or financial capability is subject to

Contracting Officer approval. Once approved by the Contracting Officer, the Contractor

shall not modify or cancel the insurance policy without the prior, written approval of the

Contracting Officer.

(v) In the event any losses or damages are covered by insurance, the Government may, at

its discretion, request that insurance proceeds be applied directly to the repair or

replacement of such damage or loss, rather than paid directly to the Government. The

Government may request that all insurance proceeds be made payable directly to the

party making the repairs or providing a replacement. Such repair or replacement shall be

to the satisfaction of the Contracting Officer. If losses or damages exceed available

insurance, the Government shall have the right to prioritize the application of insurance

proceeds.

(f) Exclusion for FAA-licensed activities. If the Contractor is required to obtain a Federal

Aviation Administration (FAA) license in accordance with 51 U.S.C. 50901 et seq., for any

Launch Services or Reentry Services performed under this contract, this waiver of claims

shall not be applicable to activities under this contract that are subject to the FAA license.

(g) Basis for a claim or suit. Nothing in this clause shall be construed to create the basis for a

claim or suit where none would otherwise exist.

(End of clause) 

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

(a) Of the total price of items 0001 through 0004, the sum of $139,610,918.24 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 in accordance with the following schedule, until the

total price of said items is allotted:

Date Amount 

TBD $2

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SCHEDULE FOR ALLOTMENT OF FUNDS 

(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 08/09/2021. 

(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

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