# SECTION H - SPECIAL CONTRACT REQUIREMENTS

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# \[HCDE\]H.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE

NOTICE: The following contract clauses pertinent to this section are
hereby incorporated by reference:

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

> CLAUSE
>
> NUMBER DATE TITLE

  ------------ ------------ ----------------------------------------------
  52.223-5     APR 1998     POLLUTION PREVENTION AND RIGHT- TO-KNOW
                            INFORMATION

  ------------ ------------ ----------------------------------------------

II\. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES

> CLAUSE
>
> NUMBER DATE TITLE

  -------------- ----------- --------------------------------------------
  1852.208-81    OCT 2001    RESTRICTIONS ON PRINTING AND DUPLICATING

  1852.223-70    APR 2002    SAFETY AND HEALTH

  1852.223-75    FEB 2002    MAJOR BREACH OF SAFETY OR SECURITY

  1852.225-70    FEB 2000    EXPORT LICENSES

                 Insert in   
                 Paragraph   
                 (b): "any   
                 NASA        
                 center"     

  1852.228-72    SEP 1993    CROSS-WAIVER OF LIABILITY FOR SPACE SHUTTLE
                             SERVICES

  1852.228-76    DEC 1994    CROSS-WAIVER OF LIABILITY FOR SPACE STATION
                             ACTIVITIES

  1852.242-72    AUG 1992    OBSERVANCE OF LEGAL HOLIDAYS (ALTERNATE I)
                             (SEP 1989)(ALTERNATE II) (OCT 2000)

  1852.242-78    APR 2001    EMERGENCY MEDICAL SERVICES AND EVACUATION

  1852.246-70    MAR 1997    MISSION CRITICAL SPACE SYSTEMS PERSONNEL
                             RELIABILITY PROGRAM
  -------------- ----------- --------------------------------------------

(End Of Clause)

# \[HCDE\]H.2 MINIMUM INSURANCE COVERAGE (NASA 1852.228-75) (OCT 1988) 

The Contractor shall obtain and maintain insurance coverage as follows
for the performance of this contract:

\(a\) Worker\'s compensation and employer\'s liability insurance as
required by applicable Federal and state workers\' compensation and
occupational disease statutes. If occupational diseases are not
compensable under those statutes, they shall be covered under the
employer\'s liability section of the insurance policy, except when
contract operations are so commingled with the Contractor\'s commercial
operations that it would not be practical. The employer\'s liability
coverage shall be at least \$100,000, except in States with exclusive or
monopolistic funds that do not permit workers\' compensation to be
written by private carriers.

\(b\) Comprehensive general (bodily injury) liability insurance of at
least \$500,000 per occurrence.

\(c\) Motor vehicle liability insurance written on the comprehensive
form of policy which provides for bodily injury and property damage
liability covering the operation of all motor vehicles used in
connection with performing the contract. Policies covering motor
vehicles operated in the United States shall provide coverage of at
least \$200,000 per person and \$500,000 per occurrence for bodily
injury liability and \$20,000 per occurrence for property damage. The
amount of liability coverage on other policies shall be commensurate
with any legal requirements of the locality and sufficient to meet
normal and customary claims.

\(d\) Comprehensive general and motor vehicle liability policies shall
contain a provision worded as follows:

\"The insurance company waives any right of subrogation against the
United States of America which may arise by reason of any payment under
the policy.\"

\(e\) When aircraft are used in connection with performing the contract,
aircraft public and passenger liability insurance of at least \$200,000
per person and \$500,000 per occurrence for bodily injury, other than
passenger liability, and \$200,000 per occurrence for property damage.
Coverage for passenger liability bodily injury shall be at least
\$200,000 multiplied by the number of seats or passengers, whichever is
greater.

(End of Clause)

# \[HCDE\]H.3 KEY PERSONNEL AND FACILITIES (NASA 1852.235-71) (MAR 1989) 

\(a\) The personnel and/or facilities listed below (or specified in the
contract Schedule) are considered essential to the work being performed
under this contract. Before removing, replacing, or diverting any of the
listed or specified personnel or facilities, the Contractor shall (1)
notify the Contracting Officer reasonably in advance and (2) submit
justification (including proposed substitutions) in sufficient detail to
permit evaluation of the impact on this contract.

\(b\) The Contractor shall make no diversion without the Contracting
Officer\'s written consent; provided, that the Contracting Officer may
ratify in writing the proposed change, and that ratification shall
constitute the Contracting Officer\'s consent required by this clause.

\(c\) The list of personnel and/or facilities (shown below or as
specified in the contract Schedule) may, with the consent of the
contracting parties, be amended from time to time during the course of
the contract to add or delete personnel and/or facilities.

**FOIA Exemption (b)(4)**

(End Of Clause)

# H.4 MODIFIED COST PERFORMANCE REPORT (NASA 1852.242-76)(MARCH 1999)

\(a\) The Contractor shall use management procedures in the performance
of this contract that provide for:

\(1\) Planning and control of costs;

\(2\) Measurement of performance (value for completed tasks); and

\(3\) Generation of timely and reliable information for the Modified
Cost Performance Report (M/CPR).

\(b\) As a minimum, these procedures must provide for:

\(1\) Establishing the time-phase budgeted cost of work scheduled
(including work authorization, budgeting, and scheduling), the budgeted
cost for work performed, the actual cost of work performed, the budget
at completion, the estimate at completion, and provisions for
subcontractor performance measurement and reporting;

\(2\) Applying all direct and indirect costs and provisions for use and
control of management reserve and undistributed budget;

\(3\) Incorporating changes to the contract budget base for both
Government directed changes and internal replanning;

\(4\) Establishing constraints to preclude subjective adjustment of data
to ensure performance measurement remains realistic. The total allocated
budget may exceed the contract budget base only after consultation with
the Contracting Officer. For cost-reimbursement contracts, the contract
budget base shall exclude changes for cost growth increases, other than
for authorized changes to the contract scope; and

\(5\) Establishing the capability to accurately identify and explain
significant cost and schedule variances, both on a cumulative basis and
a projected-at-completion basis.

\(c\) The Contractor may use a cost/schedule control system that has
been recognized by the cognizant Administrative Contracting Officer
(ACO) as:

\(1\) Complying with the earned value management system criteria
provided in NASA Policy Directive 9501.3, Earned Value Management, or
DoD 5000.2-R, Mandatory Procedures for Major Defense Acquisition
Programs and Major Automated Information Systems Acquisition Programs;
or

\(2\) Conforming with the full intentions of the guidelines presented in
ANSI/EIA Standard 748, Industry Guidelines for Earned Value Management
Systems.

\(d\) The Government may require integrated baseline reviews. Such
reviews shall be scheduled as early as practicable and should be
conducted within 180 calendar days after contract award, exercise of
significant contract options, or incorporation of major modifications.
The objective of the integrated baseline review is for the Government
and the Contractor to jointly assess areas, such as the Contractor's
planning, to ensure complete coverage of the statement of work, logical
scheduling of the work activities, adequate resourcing, and
identification of inherent risks.

\(e\) The Contractor shall provide access to all pertinent records,
company procedures, and data requested by the ACO, or authorized
representative, to:

\(1\) Show proper implementation of the procedures generating the cost
and schedule information being used to satisfy the M/CPR contractual
data requirements to the Government; and

\(2\) Ensure continuing application of the accepted company procedures
in satisfying the M/CPR data item.

\(f\) The Contractor shall submit any substantive changes to the
procedures and their impact to the ACO for review.

\(g\) The Contractor shall require a subcontractor to furnish M/CPR in
each case where the subcontract is other than firm-fixed-price,
time-and-materials, or labor-hour; is 12 months or more in duration; and
has critical or significant tasks related to the prime contract.
Critical or significant tasks shall be defined by mutual agreement
between the Government and Contractor. Each subcontractor's reported
cost and schedule information shall be incorporated into the
Contractor's M/CPR.

(End of clause)

# 

# 

#  \[HCDE\]H.5 REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF 

OFFERORS (JSC 52.209-90) (SEP 1988)

This contract incorporates Section K, Representations, Certifications,
and Other Statements of Offerors, as set forth in the contractor\'s
proposal entitled Bioastronautics dated 24 September 2002, by reference,
with the same force and effect as if it were given in full text.

(End of clause)

# \[HCDE\]H.6 SMALL BUSINESS SUBCONTRACTING GOALS (JSC 52.219-90) (JUN 2001) 

For purposes of this clause, the terms, \"HUBZone Small Business
Concern,\" \"Small Disadvantaged Business Concern,\" \"Veteran-Owned
Small Business Concern,\" \"Women-Owned Small Business Concern,\" and
\"Historically Black College or University (HBCU)\" are defined in
paragraph 2.101 of the Federal Acquisition Regulation.

The total small business goal, expressed as a percent of total contract
value, is 30 percent, including options. The small business percentage
goal, 30 percent, includes the following goals expressed as a percent of
total contract value:

Small Disadvantaged Business (SDB) 16.75 percent

Woman-Owned Small Business (WOSB) 5 percent

HUBZone 3 percent

Veteran-Owned 1 percent

HBCU\'s (includes other minority institutions) 1 percent

Service Disabled Veteran-Owned 3 percent

(End of clause)

\[HCDE\]H.7 (Limited) Release of Contractor Confidential Business
Information (CBI). (52.227-91)(MAY 2002)

\(a\) NASA may find it necessary to release information submitted by the
contractor pursuant to the provisions of this contract, to individuals
not employed by NASA. Business information that would ordinarily be
entitled to confidential treatment may be included in the information
released to these individuals. Accordingly, by signature on this
contract, the contractor hereby consents to a limited release of its
confidential business information (CBI).

\(b\) Possible circumstances where the Agency may release the
contractor\'s CBI include the following:

\(1\) To other Agency contractors and subcontractors, and their
employees tasked with assisting the Agency in handling and processing
information and documents in the administration of Agency contracts,
such as providing post-award audit support and specialized technical
support to NASA.

\(2\) To NASA contractors and subcontractors, and their employees
engaged in information systems analysis, development, operation, and
maintenance, including performing data processing and management
functions for the Agency.

\(c\) NASA recognizes its obligation to protect the contractor from
competitive harm that could result from the release of such information
to a competitor. Except where otherwise provided by law, NASA will
permit the limited release of CBI under subparagraphs (1) or (2) only
pursuant to non-disclosure agreements signed by the assisting contractor
or subcontractor, and their individual employees who may require access
to the CBI to perform the assisting contract.

\(d\) NASA's responsibilities under the Freedom of Information Act are
not affected by this clause.

\(e\) The contractor agrees to include this clause, including this
paragraph (e), in all subcontracts at all levels awarded pursuant to
this contract that require the furnishing of CBI by the subcontractor.

(End of clause)

H.8 CHANGES THRESHOLD (Applicable only to Part 1 of the SOW)

The parties agree that, notwithstanding the provisions of the "Changes"
clause, no change made pursuant to such clause shall give rise to an
equitable adjustment in the estimated cost or fee when said changes
cause an increase or decrease of \$100,000 or less in the estimated cost
of this contract. This clause does not apply to IDIQ task/delivery
orders issued under the contract. Each change shall be controlling in
making this determination, and such change shall not, for purposes of
determining the applicability of this clause, be added to any other
change(s). The parties recognize that several changes may be grouped
together in a bilateral contract modification for definitization;
however, the dollar value of each individual change will be controlling
in determining whether or not an equitable adjustment is in order.

(End of Clause)

H.9 CAPITAL EQUIPMENT

1.  [Introduction]{.underline}. The parties recognize that the
    Contractor may, from time to time, during the basic period of this
    contract, or during the option period(s), if options are exercised,
    purchase equipment, for the purpose of performing the work described
    in Section C. Any such capital equipment is subject to the
    provisions of this clause. The parties further recognize and agree
    that any such equipment will be capitalized and depreciated in
    accordance with the Contractor's established cost accounting
    practices and procedures, which must be in conformance to any
    applicable requirements and standards of this contract.

2.  [Contractor Records]{.underline}. The Contractor agrees to maintain
    complete records of capital equipment which is subject to this
    clause. Such records shall include date of purchase, purchase price,
    depreciation schedule, and amount of depreciation recorded from time
    to time. The Contractor further agrees to make these records
    available to the Contracting Officer promptly upon the latter's
    request, along with the Contractor's best estimate of the
    undepreciated balance of each item of equipment.

3.  [Right to Purchase]{.underline}. The parties agree that after the
    final period of performance has been determined, and the Government
    does not thereafter contract with the Contractor for the performance
    of the same, or substantially the same services contemplated by this
    contract, the Contractor will, upon request by the Contracting
    Officer, transfer title to any equipment identified by the
    Contracting Officer from the records referenced above, to either (a)
    the Government, or (b) a successor Contractor.

If a request for transfer of title to the Government is made, the
Government agrees to recognize as allowable costs under the contract,
for identified capital equipment, so much of the cost of the equipment
that has not been depreciated as of the end of the contract. Payment of
such undepreciated balances will be made no later than 60 days after
transfer of title.

If a request for transfer of title to a successor Contractor is made,
the Contractor agrees to transfer title to identified capital equipment
to the successor Contractor for applicable undepreciated balances,
subject to reasonable terms and conditions regarding payment and other
matters to be agreed upon by the parties.

4\. [Capital Equipment.]{.underline} The Government may direct the
Contractor to loan Contractor Furnished Property that the contractor has
purchased to replace GFP on this contract to another Government entity
or contractor in support of this contract. The contractor agrees to loan
said equipment per a request from the Contracting Officer. The
Government will ensure said equipment is returned in an operable state
less fair wear and tear. Prior to the Government direction, the
contractor will ensure that the loan of equipment does not impact
Johnson Space Center operations.

(End of Clause)

H.10 NON-GOVERNMENT USE OF PLANT EQUIPMENT

The Government may allow non-government use of plant equipment by the
contractor under this contract. If found appropriate by the Government
through the Contracting Officer, the contractor and Government shall
enter into a Reimbursable Agreement which will outline the benefit the
Government will derive from the contractor's non-government use of
designated property through rental receipts along with the terms and
conditions related to the use of this equipment. Following the issuance
of the Reimbursable Agreement, the contractor shall prepare a
"Non-government Use of Plant Equipment" Plan, consistent with this
clause and the Reimbursable Agreement, which will further define the
responsibilities of the contractor and the Government.

The parties have determined that the contractor's percentage of
non-government use of the Government equipment outlined in the
Reimbursable Agreement shall not exceed \_\_[(to be
negotiated)]{.underline}\_\_ percent during the approved period. Actual
use shall not exceed \_\_[(to be negotiated)]{.underline}\_\_ percent
without the prior approval of the Associate Administrator for
Procurement.

The contractor's use of such property for such purposes shall be subject
to the terms and conditions of this contract, as well as the terms and
conditions outlined in the Reimbursable Agreement.

The Government recognizes the benefit it derives from the contractor's
non-government use of designated property through rental receipts as
defined under the Reimbursable Agreement and that this benefit through
the contractor's ability to provide non-government use services to its
customers is dependent upon the reliability of the contractor's access
to the designated property.

The Contracting Officer shall have the authority to withdraw the
permission granted for non-government use of the designated property at
any time by giving a 30 days written notification.

The property authorized for non-Government use along with the terms and
conditions for the use of this designated equipment will be set forth in
the Reimbursable Agreement. Any dispute associated with this clause
and/or the contractor's exercise of its authority for non-governmental
use of the designated property shall be subject to the "Disputes" clause
of this contract.

(End of clause)

H.11 CAPPED RATES FOR SUPERVISOR AND MANAGEMENT STANDARD LABOR
CATEGORIES

For the first two years of the Bioastronautics contract, Wyle plans to
pay certain Supervisor and Management employees more than the labor
rates proposed. In order to ensure proper handling of this methodology,
Wyle agrees to cap labor rates for the following labor categories for
the first two years of the contract. Compensation paid to these
employees over the labor rates listed below shall be made by Wyle
through corporate funds:

(End of clause)

\[END OF SECTION\]