1852.228-70 Aircraft Ground and Flight Risk.

As prescribed in 1828.370(a), insert the following clause. The purpose
of this clause is to have the Government assume risks that generally
entail unusually high insurance premiums and are not covered by the
contractor\'s contents, work-in-process, and similar insurance. Since
the definitions in the clause may not cover every situation that should
be covered to achieve this purpose, the clause may be modified as
follows: If the contract covers helicopters, vertical take-off aircraft,
lighter-than-air airships, or other nonconventional types of aircraft,
the definition of \"aircraft\" should be modified to specify that the
aircraft has reached a point of manufacture comparable to that specified
in the standard definition, which is written for conventional winged
aircraft. The definition of \"in the open\" may be modified to include
\"hush houses,\" test hangers, comparable structures, and other
designated areas. In addition, clause paragraph (d)(3) may be modified
to provide for Government assumption of risk of transportation by
conveyance on streets or highways if the contracting officer determines
that this transportation is limited to the vicinity of the contractor\'s
premises and is merely incident to work being performed under the
contract.

**AIRCRAFT GROUND AND FLIGHT RISK**

**(OCTOBER 1996)**

\(a\) Notwithstanding any other provisions of this contract, except as
may be specifically provided in the Schedule as an exception to this
clause, the Government, subject to the definitions and limitations of
this clause, assumes the risk of damage to, or loss or destruction of,
aircraft in the open, during operation, or in flight and agrees that the
Contractor shall not be liable to the Government for any such damage,
loss, or destruction.

\(b\) For the purposes of this clause, the following definitions apply:

\(1\) Unless otherwise specifically provided in the Schedule,
\"aircraft\" includes\--

\(i\) Aircraft (including both complete aircraft and aircraft in the
course of being manufactured, disassembled, or reassembled; provided
that an engine, wing, or a portion of a wing is attached to the
fuselage) to be furnished to the Government under this contract (whether
before or after Government acceptance); and

\(ii\) Aircraft (regardless of whether in a state of disassembly or
reassembly) furnished by the Government to the Contractor under this
contract, including all property installed in, being installed in, or
temporarily removed from them, unless the aircraft and property are
covered by a separate bailment agreement.

\(2\) **\"In the open\"** means located wholly outside of buildings on
the Contractor\'s premises, or at such other places as may be described
in the Schedule as being in the open for the purposes of this clause,
except that aircraft furnished by the Government are considered to be in
the open at all times while in the Contractor\'s possession, care,
custody, or control.

\(3\) **\"Flight\"** includes any flight demonstration, flight test,
taxi test, or other flight made in the performance of this contract, or
for the purpose of safeguarding the aircraft, or previously approved in
writing by the Contracting Officer.

\(i\) With respect to land-based aircraft, flight commences with the
taxi roll from a flight line on the Contractor\'s premises and continues
until the aircraft has completed the taxi roll in returning to a flight
line on the Contractor\'s premises.

\(ii\) With respect to seaplanes, flight commences with the launching
from a ramp on the Contractor\'s premises and continues until the
aircraft has completed its landing run upon return and is beached at a
ramp on the Contractor\'s premises.

\(iii\) With respect to helicopters, flight commences upon engagement of
the rotors for the purpose of take-off from the Contractor\'s premises
and continues until the aircraft has returned to the ground on the
Contractor\'s premises and the rotors are disengaged.

\(iv\) With respect to vertical take-off aircraft, flight commences upon
disengagement from any launching platform or device on the Contractor\'s
premises and continues until the aircraft has been re-engaged to any
launching platform or device on the Contractor\'s premises; provided,
however, that aircraft off the Contractor\'s premises shall be deemed to
be in flight when on the ground or water only during periods of
reasonable duration following emergency landing, other landings made in
the performance of this contract, or landings approved by the
Contracting Officer in writing.

\(4\) **\"Contractor\'s premises\"** means those premises designated as
such in the Schedule or in writing by the Contracting Officer, and any
other place to which aircraft are moved for the purpose of safeguarding
the aircraft.

(5) **\"Operation\"** means operations and tests, other than on any
production line, of aircraft not in flight, whether or not the aircraft
is in the open or in motion. It includes operations and tests of
equipment, accessories, and power plants only when installed in
aircraft.

\(6\) **\"Flight crew members\"** means the pilot, copilot, and, unless
otherwise specifically provided in the Schedule, the flight engineer and
navigator when required or assigned to their respective crew positions
to conduct any flight on behalf of the Contractor.

\(7\) **\"Contractor\'s managerial personnel\"** means the Contractor\'s
directors, officers, and any managers, superintendents, or equivalent
representatives who have supervision or direction of all or
substantially all of the Contractor\'s business or of the Contractor\'s
operations at any one plant, a separate location at which this contract
is performed, or a separate and complete major industrial operation in
connection with the performance of this contract.

(c)(1) The Government\'s assumption of risk under this clause, as to
aircraft in the open, shall continue in effect unless terminated
pursuant to paragraph (c)(3) of this clause. If the Contracting Officer
finds that an aircraft is in the open under unreasonable conditions, the
Contracting Officer shall notify the Contractor in writing of the
conditions found to be unreasonable and require the Contractor to
correct them within a reasonable time.

\(2\) Upon receipt of this notice, the Contractor shall act promptly to
correct these conditions, regardless of whether it agrees that they are
in fact unreasonable. To the extent that the Contracting Officer may
later determine that they were not in fact unreasonable, an equitable
adjustment shall be made in the contract price to compensate the
Contractor for any additional costs incurred in correcting them, and the
contract shall be modified in writing accordingly.

(3)(i) If the Contracting Officer finds that the Contractor has failed
to act promptly to correct unreasonable conditions or has failed to
correct them within a reasonable time, the Contracting Officer may by
written notice terminate the Government\'s assumption of risk under this
clause for any aircraft which is in the open under those conditions.
This termination shall be effective at 12:01 A.M. on the 15th day
following the day of receipt by the Contractor of the notice.

(ii)If the Contracting Officer later determines that the Contractor
acted promptly to correct the conditions or that the time taken by the
Contractor was not in fact unreasonable, an equitable adjustment shall,
notwithstanding paragraph (g) of this clause, be made to compensate the
Contractor for any additional costs incurred as a result of the
termination, and the contract shall be modified in writing accordingly.

\(4\) If the Government\'s assumption of risk under this clause is
terminated in accordance with paragraph (c)(3) of this clause, the risk
of loss with respect to Government-furnished property shall be
determined in accordance with the Government property clause of this
contract, if any, until the Government\'s assumption of risk is
reinstated in accordance with paragraph (c)(5) of this clause.

(5)(i) When unreasonable conditions have been corrected, the Contractor
shall promptly notify the Government. The Government may or may not
elect to reassume the risks and relieve the Contractor of liabilities as
provided in this clause, and the Contracting Officer shall notify the
Contractor of the Government\'s election.

\(ii\) If, after correction of the conditions, the Government elects to
reassume the risks and relieve the Contractor of liabilities, the
Contractor shall be entitled to an equitable adjustment for any costs of
insurance extending from the end of the third working day after the
Contractor notifies the Government of the correction until the
Government notifies the Contractor of that election.

\(iii\) If the Government elects not to reassume the risks and the
conditions have in fact been corrected, the Contractor shall be entitled
to an equitable adjustment for any costs of insurance extending after
the third working day referred to in paragraph (c)(5)(ii) of this
clause.

\(d\) The Government\'s assumption of risk shall not extend to damage
to, or loss or destruction of aircraft\--

\(1\) Resulting from failure of the Contractor, due to willful
misconduct or lack of good faith of any of the Contractor\'s managerial
personnel, to maintain and administer a program for protecting and
preserving aircraft in the open and during operation, in accordance with
sound industrial practice;

\(2\) Sustained during flight if the flight crew members conducting the
flight have not been approved in writing by the Contracting Officer;

\(3\) While in the course of transportation by rail or by conveyance on
public streets, highways, or waterways, except for Government-furnished
property;

\(4\) the extent that the damage, loss, or destruction is in fact
covered by insurance;

\(5\) Consisting of wear and tear, deterioration (including rust and
corrosion), freezing, or mechanical, structural, or electrical breakdown
or failure, unless this damage is the result of other loss, damage, or
destruction covered by this clause (except that, in the case of
Government- furnished property, if the damage consists of reasonable
wear and tear or deterioration or results from an inherent defect in
such property, this exclusion shall not apply); or

\(6\) Sustained while the aircraft is being worked upon and directly
resulting from the work, including but not limited to any repairing,
adjusting, servicing, or maintenance operation, unless the damage, loss,
or destruction is of a type that would be covered by insurance that
would customarily have been maintained by the Contractor at the time of
the damage, loss, or destruction, but for the Government\'s assumption
of risk under this clause.

(e)(1) With the exception of damage to, or loss or destruction of,
aircraft in flight, the Government\'s assumption of risk under this
clause shall not extend to the first \$1,000 of loss or damage resulting
from each separately occurring event. The Contractor assumes the risk of
and shall be responsible for the first \$1,000 of loss of or damage to
aircraft in the open or during operation resulting from each separately
occurring event, except for reasonable wear and tear and except to the
extent the loss or damage is caused by negligence of Government
personnel.

\(2\) If the Government elects to require that the aircraft be replaced
or restored by the Contractor to its condition immediately prior to the
damage, the equitable adjustment in the price authorized by paragraph
(i) of this clause shall not include the dollar amount of the risk
assumed by the Contractor under this paragraph (e). If the Government
does not elect repair or replacement, the Contractor agrees to credit
the contract price or pay the Government \$1,000 (or the amount of the
loss if smaller) as directed by the Contracting Officer.

\(f\) No subcontractor may be relieved from liability for damage to, or
loss or destruction of, aircraft while in its possession or control,
except to the extent that the subcontract, with the Contracting
Officer\'s prior written approval, provides for relief of the
subcontractor from that liability. In the absence of such approval, the
subcontract shall require the return of the aircraft in as good
condition as when received, except for reasonable wear and tear or for
the utilization of the property in accordance with the provisions of
this contract. If a subcontractor has not been relieved from liability
and any damage, loss, or destruction occurs, the Contractor shall
enforce the liability of the subcontractor for that damage to, or loss
or destruction of, the aircraft for the benefit of the Government.

\(g\) The Contractor warrants that the contract price does not and will
not include, except as this clause may otherwise authorize, any charge
or contingency reserve for insurance (including self-insurance funds or
reserves) covering any damage to, or loss or destruction of, aircraft
while in the open, during operation, or in flight, the risk of which has
been assumed by the Government under this clause, whether or not such
assumption may be terminated as to aircraft in the open.

(h)(1) In the event of damage to, or loss or destruction of, aircraft in
the open, during operation, or in flight, the Contractor shall take all
reasonable steps to protect the aircraft from further damage, separate
damaged and undamaged aircraft, and put all aircraft in the best
possible order. Further, except in cases covered by paragraph (e) of
this clause, the Contractor should furnish to the Contracting Officer a
statement of\--

\(i\) The damaged, lost, or destroyed aircraft;

\(ii\) The time and origin of the damage, loss, or destruction;

\(iii\) All known interests in commingled property of which aircraft are
a part; and

\(iv\) Any insurance covering any part of the interest in the commingled
property.

\(2\) Except in cases covered by paragraph (e) of this clause, an
equitable adjustment shall be made in the amount due under this contract
for expenditures made by the Contractor in performing its obligations
under this paragraph (h), and this contract shall be modified in writing
accordingly.

(i)(1) If, before delivery and acceptance by the Government, any
aircraft is damaged, lost, or destroyed and the Government has under
this clause assumed the risk of that damage, loss, or destruction, the
Government shall either (i) require that the aircraft be replaced or
restored by the Contractor to its condition immediately prior to the
damage or (ii) terminate this contract with respect to that aircraft.

\(2\) If the Government requires that the aircraft be replaced or
restored, an equitable adjustment shall be made in the amount due under
this contract and in the time required for its performance, and the
contract shall be modified in writing accordingly.

\(3\) If this contract is terminated under this paragraph (i)(1)(ii)
with respect to the aircraft, and under this clause the Government has
assumed the risk of the damage, loss, or destruction, the Contractor
shall be paid the contract price for the aircraft (or, if applicable,
any work to be performed on the aircraft) less any amounts the
Contracting Officer determines (i) that it would have cost the
Contractor to complete the aircraft (or any work to be performed on it),
together with any anticipated profit on the uncompleted work and (ii) to
be the value, if any, of the damaged aircraft or any remaining portion
of it retained by the Contractor. The Contracting Officer shall have the
right to prescribe the manner of disposition of the damaged, lost, or
destroyed aircraft or any remaining parts of it, and, if the Contractor
incurs additional costs as a result of such disposition, a further
equitable adjustment shall be made in the amount due to the Contractor.

(j)(1) If the Contractor is at any time reimbursed or compensated by any
third person for any damage, loss, or destruction of any aircraft, the
risk of which has been assumed by the Government under this clause and
for which the Contractor has been compensated by the Government, it
shall equitably reimburse the Government.

\(2\) The Contractor shall do nothing to prejudice the Government\'s
rights to recover against third parties for any such damage, loss, or
destruction and, upon the request of the Contracting Officer, shall at
the Government\'s expense furnish to the Government all reasonable
assistance and cooperation (including the prosecution of suits and the
execution of instruments of assignment or subrogation in favor of the
Government) in obtaining recovery.

**(End of clause)**

**1852.228-71 Aircraft Flight Risks.**

As prescribed in 1828.311-270, insert the following clause:

**AIRCRAFT FLIGHT RISKS**

**(DECEMBER 1988)**

\(a\) Notwithstanding any other provision of this contract (particularly
paragraph (g) of the Government Property (Cost- Reimbursement,
Time-and-Materials, or Labor-Hour Contracts) clause and paragraph (c) of
the Insurance\--Liability to Third Persons clause), the Contractor shall
not (1) be relieved of liability for damage to, or loss or destruction
of, aircraft sustained during flight or (2) be reimbursed for
liabilities to third persons for loss of or damage to property or for
death or bodily injury caused by aircraft during flight, unless the
flight crew members have previously been approved in writing by the
Contracting Officer.

\(b\) For the purposes of this clause\--

\(1\) Unless otherwise specifically provided in the Schedule,
**\"aircraft\"** includes any aircraft, whether furnished by the
Contractor under this contract (either before or after Government
acceptance) or furnished by the Government to the Contractor under this
contract, including all Government property placed or installed or
attached to the aircraft, unless the aircraft and property are covered
by a separate bailment agreement.

\(2\) **\"Flight\"** includes any flight demonstration, flight test,
taxi test, or other flight made in the performance of this contract, or
for the purpose of safeguarding the aircraft, or previously approved in
writing by the Contracting Officer.

\(i\) With respect to land-based aircraft, flight commences with the
taxi roll from a flight line and continues until the aircraft has
completed the taxi roll to a flight line.

\(ii\) With respect to sea-planes, flight commences with the launching
from a ramp and continues until the aircraft has completed its landing
run and is beached at a ramp.

\(iii\) With respect to helicopters, flight commences upon engagement of
the rotors for the purpose of take-off and continues until the aircraft
has returned to the ground and rotors are disengaged.

\(iv\) With respect to vertical take-off aircraft, flight commences upon
disengagement from any launching platform or device and continues until
the aircraft has been re-engaged to any launching platform or device.

\(3\) **\"Flight crew members\"** means the pilot, copilot, and, unless
otherwise specifically provided in the Schedule, the flight engineer and
navigator when required or assigned to their respective crew positions
to conduct any flight on behalf of the Contractor.

(c)(1) If any aircraft is damaged, lost, or destroyed during flight and
the amount of the damage, loss, or destruction exceeds \$100,000 or 20
percent of the estimated cost, exclusive of any fee, of this contract,
whichever is less, and if the Contractor is not liable for the damage,
loss, or destruction under the Government Property (Cost-Reimbursement,
Time-and-Materials, or Labor-Hour Contracts) clause of this contract or
under paragraph (a) of this clause, an equitable adjustment for any
resulting repair, restoration, or replacement required under this
contract shall be made (i) in the estimated cost, the delivery schedule,
or both and (ii) in the amount of any fee to be paid to the Contractor,
and the contract shall be modified in writing accordingly.

\(2\) In determining the amount of adjustment in the fee that is
equitable, any fault of the Contractor, its employees, or any
subcontractor that materially contributed to the damage, loss, or
destruction shall be taken into consideration.

**(End of clause)**

**1852.228-72 Cross-Waiver of Liability for Space Shuttle Services.**

As prescribed in 1828.371(b) and (e), insert the following clause:

**CROSS-WAIVER OF LIABILITY FOR SPACE SHUTTLE SERVICES**

**(SEPTEMBER 1993)**

\(a\) As prescribed by regulation (14 CFR Part 1266), NASA agreements
involving Space Shuttle flights are required to contain broad
cross-waivers of liability among the parties and the parties related
entities to encourage participation in space exploration, use, and
investment. The purpose of this clause is to extend this cross-waiver
requirement to Contractors and related entities under their contracts.
This cross-waiver of liability shall be broadly construed to achieve the
objective of encouraging participation in space activities.

\(b\) As used in this clause, the term:

\(1\) **\"Contractors\"** and **\"Subcontractors\"** include suppliers
of any kind.

\(2\) **\"Damage\"** means:

\(I\) Bodily injury to, or other impairment of health of, or death of,
any person;

\(ii\) Damage to, loss of, or loss of use of any property;

\(iii\) Loss of revenue or profits; or

\(iv\) Other direct, indirect, or consequential damage;

\(3\) **\"Party\"** means a person or entity that signs an agreement
involving a Space Shuttle service;

\(4\) **\"Payload\"** means all property to be flown or used on or in
the Space Shuttle; and

\(5\) **\"Protected Space Operations\"** means all Space Shuttle and
payload activities on Earth, in outer space, or in transit between Earth
and outer space performed in furtherance of an agreement involving Space
Shuttle services or performed under this contract. \"Protected Space
Operations\" excludes activities on Earth which are conducted on return
from space to develop further a payload\'s product or process except
when such development is for Space Shuttle-related activities necessary
to implement an agreement involving Space Shuttle services or to perform
this contract. It includes, but is not limited to:

\(i\) Research, design, development, test, manufacture, assembly,
integration, operation, or use of the Space Shuttle, transfer vehicles,
payloads, related support equipment, and facilities and services;

\(ii\) All activities related to ground support, test, training,
simulation, or guidance and control equipment, and related facilities or
services.

\(6\) **\"Related entity\"** means:

\(i\) A party\'s Contractors or subcontractors at any tier;

\(ii\) A party\'s users or customers at any tier; or

\(iii\) A Contractor or subcontractor of a party\'s user or customer at
any tier.

(c)(1) The Contractor agrees to a waiver of liability pursuant to which
the Contractor waives all claims against any of the entities or persons
listed in paragraphs (c)(1)(i) through (c)(1)(iii) of this clause based
on damage arising out of Protected Space Operations. This waiver shall
apply only if the person, entity, or property causing the damage is
involved in Protected Space Operations and the person, entity, or
property damaged is damaged by virtue of its involvement in Protected
Space Operations. This waiver shall apply to any claims for damage,
whatever the legal basis for such claims, including but not limited to
delict (a term used in civil law countries to denote a class of cases
similar to tort) and tort (including negligence of every degree and
kind) and contract, against:

\(i\) Any party other than the Government;

\(ii\) A related entity of any party other than the Government; and

\(iii\) The employees of any of the entities identified in (c)(1)(i) and
(c)(1)(ii) of this clause.

\(2\) The Contractor agrees to extend the waiver of liability as set
forth in paragraph (c)(1) of this clause to subcontractors at any tier
by requiring them, by contract or otherwise, to agree to waive all
claims against the entities or persons identified in paragraphs
(c)(1)(i) through (c)(1)(iii) of this clause.

\(3\) For avoidance of doubt, this cross-waiver includes a cross-waiver
of liability arising from the Convention on International Liability for
Damage Caused by Space Objects, (March 29, 1972, 24 United States
Treaties and other International Agreements (U.S.T.) 2389, Treaties and
Other International Acts Series (T.I.A.S.) No. 7762 in which the person,
entity, or property causing the damage is involved in Protected Space
Operations, and the person, entity, or property damaged is

damaged by virtue of its involvement in Protected Space Operations.

\(4\) Notwithstanding the other provisions of this clause, this waiver
of liability shall not be applicable to:

\(i\) Claims between any party and its related entities or claims
between the Government\'s related entities (e.g., claims between the
Government and the Contractor are included within this exception);

\(ii\) Claims made by a natural person, his/her estate, survivors, or
subrogees for injury or death of such natural person;

\(iii\) Claims for damage caused by willful misconduct; and

\(iv\) Intellectual property claims.

\(5\) Nothing in this clause shall be construed to create the basis for
a claim or suit where none would otherwise exist.

**(End of clause)**

**1852.228-73  Bid Bond.**

As prescribed in 1828.101-70, insert the following provision:

**BID BOND**

**(OCTOBER 1988)**

\(a\) Each bidder shall submit with its bid a bid bond (Standard Form
24) with good and sufficient surety or sureties acceptable to the
Government, or other security as provided in Federal Acquisition
Regulation clause
[**52.228-1**](http://www.arnet.gov/far/current/html/52_228_231.html#1087535),
in the amount of twenty percent (20%) of the bid price, or \$3 million,
whichever is the lower amount.

\(b\) Bid bonds shall be dated the same date as the bid or earlier.

**(End of provision)**

**1852.228-75  Minimum Insurance Coverage.**

As prescribed in 1828.372, insert the following clause:

**MINIMUM INSURANCE COVERAGE**

**(OCTOBER 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)**

**1852.228-76 Cross-Waiver of Liability for Space Station Activities.**

As prescribed in 1828.371(d) and (e), insert the following clause:

**CROSS-WAIVER OF LIABILITY FOR SPACE STATION ACTIVITIES**

**(DECEMBER 1994)**

\(a\) The Intergovernmental Agreement for the Space Station contains a
broad cross-waiver provision to encourage participation in the
exploration and use of outer space through the Space Station. The
purpose of this clause is to extend this cross-waiver requirement to
Contractors and subcontractors as related entities of NASA. This
cross-waiver of liability shall be broadly construed to achieve this
objective of encouraging participation in space activities.

\(b\) As used in this clause, the term:

\(1\) **\"Damage\"** means:

\(i\) Bodily injury to, or other impairment of health of, or death of,
any person;

\(ii\) Damage to, loss of, or loss of use of any property;

\(iii\) Loss of revenue or profits; or

\(iv\) Other direct, indirect, or consequential damage.

\(2\) **\"Launch Vehicle\"** means an object (or any part thereof)
intended for launch, launched from Earth, or returning to Earth which
carries payloads or persons, or both.

\(3\) **\"Partner State\"** means each contracting party for which the
\"Agreement among the Government of the United States of America,
Governments of Member States of the European Space Agency, Government of
Japan, and the Government of Canada on Cooperation in the Detailed
Design, Development, Operation, and Utilization of the Permanently
Manned Civil Space Station\" (the \"Intergovernmental Agreement\") has
entered into force, in accordance with Article 25 of the
Intergovernmental Agreement, and also includes any future signatories of
the Intergovernmental Agreement. It includes the Cooperating Agency of a
Partner State. The National Aeronautics and Space Administration (NASA)
for the United States, the Canadian Space Agency (CSA) for the
Government of Canada, the European Space Agency (ESA) and the Science
and Technology Agency of Japan (STA) are the Cooperating Agencies
responsible for implementing Space Station cooperation. A Partner State
also includes any entity specified in the Memorandum of Understanding
(MOU) between NASA and the Government of Japan to assist the Government
of Japan Cooperating Agency in the implementation of that MOU.

\(4\) **\"Payload\"** means all property to be flown or used on or in a
launch vehicle or the Space Station.

\(5\) **\"Protected Space Operations\"** means all launch vehicle
activities, space station activities, and payload activities on Earth,
in outer space, or in transit between Earth and outer space performed in
furtherance of the Intergovernmental Agreement or performed under this
contract. \"Protected Space Operations\" also includes all activities
related to evolution of the Space Station as provided for in Article 14
of the Intergovernmental Agreement. \"Protected Space Operations\"
excludes activities on Earth which are conducted on return from the
Space Station to develop further a payload\'s product or process except
when such development is for Space Station-related activities in
implementation of the Intergovernmental Agreement or in performance of
this contract. It includes, but is not limited to:

\(i\) Research, design, development, test, manufacture, assembly,
integration, operation, or use of launch or transfer vehicles, payloads,
related support equipment, and facilities and services;

\(ii\) All activities related to ground support, test, training,
simulation, or guidance and control equipment and related facilities or
services.

\(6\) **\"Related entity\"** means:

\(i\) A Partner State\'s Contractors or subcontractors at any tier;

\(ii\) A Partner State\'s users or customers at any tier; or

\(iii\) A Contractor or subcontractor of a Partner State\'s user or
customer at any tier.

\(7\) **\"Contractors\"** and **\"Subcontractors\"** include suppliers
of any kind.

(c)(1) The Contractor agrees to a cross-waiver of liability pursuant to
which the Contractor waives all claims against any of the entities or
persons listed in paragraphs (c)(1)(i) through (c)(1)(iii) of this
clause based on damage arising out of Protected Space Operations. This
waiver shall apply only if the person, entity, or property causing the
damage is involved in Protected Space Operations and the person, entity,
or property damaged is damaged by virtue of its involvement in Protected
Space Operations. The cross-waiver shall apply to any claims for damage,
whatever the legal basis for such claims, including but not limited to
delict (a term used in civil law countries to denote a class of cases
similar to tort) and tort (including negligence of every degree and
kind) and contract against:

\(i\) Any Partner State other than the United States;

\(ii\) A related entity of any Partner State other than the United
States; and

\(iii\) The employees of any of the entities identified in paragraphs
(c)(1)(i) and (ii) of this clause.

\(2\) The Contractor agrees to extend the waiver of liability as set
forth in paragraph (c)(1) of this clause to subcontractors at any tier
by requiring them, by contract or otherwise, to agree to waive all
claims against the entities or persons identified in paragraphs
(c)(1)(i) through (c)(1)(iii) of this clause.

\(3\) For avoidance of doubt, this cross-waiver includes a cross-waiver
of liability arising from the Convention on International Liability for
Damage Caused by Space Objects, (March 29, 1972, 24 United States
Treaties and other International Agreements (U.S.T.) 2389, Treaties and
other International Acts Series (T.I.A.S.) No. 7762) in which the
person, entity, or property causing the damage is involved in Protected
Space Operations.

\(4\) Notwithstanding the other provisions of this clause, this
cross-waiver of liability shall not be applicable to:

\(i\) Claims between the United States and its related entities or
claims between the related entities of any Partner State (e.g., claims
between the Government and the Contractor are included within this
exception);

\(ii\) Claims made by a natural person, his/her estate, survivors, or
subrogees for injury or death of such natural person;

\(iii\) Claims for damage caused by willful misconduct; and

\(iv\) Intellectual property claims.

\(5\) Nothing in this clause shall be construed to create the basis for
a claim or suit where none would otherwise exist.

**(End of clause)**

**1852.228-78 Cross-Waiver of Liability for NASA Expendable Launch
Vehicle Launches.**

As prescribed in 1828.371(c) and (e), insert the following clause:

**CROSS-WAIVER OF LIABILITY FOR NASA EXPENDABLE**

**LAUNCH VEHICLE (ELV) LAUNCHES**

**(SEPTEMBER 1993)**

\(a\) As prescribed by regulation (14 CFR Part 1266), NASA agreements
involving ELV launches are required to contain broad cross-waivers of
liability among the parties and the parties related entities to
encourage participation in space exploration, use, and investment. The
purpose of this clause is to extend this cross-waiver requirement to
Contractors and subcontractors as related entities of NASA. This
cross-waiver of liability shall be broadly construed to achieve the
objective of encouraging participation in space activities.

\(b\) As used in this clause, the term:

\(1\) **\"Contractors\"** and **\"Subcontractors\"** include suppliers
of any kind.

\(2\) **\"Damage\"** means:

\(i\) Bodily injury to, or other impairment of health of, or death of,
any person;

\(ii\) Damage to, loss of, or loss of use of any property;

\(iii\) Loss of revenue or profits; or

\(iv\) Other direct, indirect, or consequential damage;

\(3\) **\"Party\"** means a person or entity that signs an agreement
involving an ELV launch;

\(4\) **\"Payload\"** means all property to be flown or used on or in
the ELV; and

\(5\) **\"Protected Space Operations\"** means all ELV and payload
activities on Earth, in outer space, or in transit between Earth and
outer space performed in furtherance of an agreement involving an ELV
launch or performed under the contract. \"Protected Space Operations\"
excludes activities on Earth which are conducted on return from space to
develop further a payload\'s product or process except when such
development is for ELV-related activities necessary to implement an
agreement involving an ELV launch or to perform this contract. It
includes, but is not limited to:

\(i\) Research, design, development, test, manufacture, assembly,
integration, operation, or use of ELVs, transfer vehicles, payloads,
related support equipment, and facilities and services;

\(ii\) All activities related to ground support, test, training,
simulation, or guidance and control equipment, and related facilities or
services.

\(6\) \"**Related entity\"** means:

\(i\) A party\'s Contractors or subcontractors at any tier;

\(ii\) A party\'s users or customers at any tier; or

\(iii\) A Contractor or subcontractor of a party\'s user or customer at
any tier.

(c)(1)The Contractor agrees to a waiver of liability pursuant to which
the Contractor waives all claims against any of the entities or persons
listed in paragraphs (c)(1)(i) through (c)(1)(iii) of this clause based
on damage arising out of Protected Space Operations. This waiver shall
apply only if the person, entity, or property causing the damage is
involved in Protected Space Operations and the person, entity, or
property damaged is damaged by virtue of its involvement in Protected
Space Operations. The waiver shall apply to any claims for damage,
whatever the legal basis for such claims, including but not limited to
delict (a term used in civil law countries to denote a class of cases
similar to tort) and tort (including negligence of every degree and
kind) and contract, against:

\(i\) Any party other than the Government;

\(ii\) A related entity of any party other than the Government; and

\(iii\) The employees of any of the entities identified in (c)(1)(i) and
(ii) of this clause.

\(2\) The Contractor agrees to extend the waiver of liability as set
forth in paragraph (c)(1) of this clause to subcontractors at any tier
by requiring them, by contract or otherwise, to agree to waive all
claims against the entities or persons identified in paragraphs
(c)(1)(i) through (c)(1)(iii) of this clause.

\(3\) For avoidance of doubt, this cross-waiver includes a cross-waiver
of liability arising from the Convention on International Liability for
Damage Caused by Space Objects, (March 29, 1972, 24 United States
Treaties and other International Agreements (U.S.T.) 2389, Treaties and
other International Acts Series (T.I.A.S.) No. 7762) in which the
person, entity, or property causing the damage is involved in Protected
Space Operations.

\(4\) Notwithstanding the other provisions of this clause, this
cross-waiver of liability shall not be applicable to:

\(i\) Claims between any party and its related entities or claims
between any party\'s related entities (e.g., claims between the
Government and the Contractor are included within this exception);

\(ii\) Claims made by a natural person, his/her estate, survivors, or
subrogees for injury or death of such natural person;

\(iii\) Claims for damage caused by willful misconduct; and

(iv)Intellectual property claims.

\(5\) Nothing in this clause shall be construed to create the basis for
a claim or suit where none would otherwise exist.

\(6\) This cross-waiver shall not be applicable when the Commercial
Space Launch Act cross-waiver (49 U.S.C. App. 2615) is applicable.

**(End of clause)**

**1852.228-80 Insurance --- Immunity From Tort Liability.**

As prescribed in 1828.311-270(b), insert the following provision:

**INSURANCE --- IMMUNITY FROM TORT LIABILITY**

**(SEPTEMBER 2000)**

If the offeror is partially or totally immune from tort liability to
third persons as a State agency or as a charitable institution, the
offeror will include in its offer a representation to that effect. When
the successful offeror represented in its offer that it is immune from
tort liability, the following clause(s) will be included in the
resulting contract:

\(a\) When the offeror represents that it is *partially* immune from
tort liability to third persons as a State agency or as a charitable
institution, the clause at [**FAR
52.228-7**](http://www.arnet.gov/far/current/html/52_228_231.html#1046519),
Insurance --- Liability To Third Persons, and the associated NFS clause
1852.228-81, Insurance --- Partial Immunity From Tort Liability, will be
included in the contract.

\(b\) When the offeror represents that it is *totally* immune from tort
liability to third persons as a State agency or as a charitable
institution. the clause at NFS 1852.228-82, Insurance --- Total Immunity
From Tort Liability, will be included in the contract.

**(End of provision)**

**1852.228-81 Insurance --- Partial Immunity From Tort Liability.**

As prescribed in 1828.311-270(c), insert the following clause:

**INSURANCE --- PARTIAL IMMUNITY FROM TORT LIABILITY**

**(SEPTEMBER 2000)**

\(a\) Except as provided for in paragraph (b) of this clause, the
Government does not assume any liability to third persons, nor will the
Government reimburse the Contractor for its liability to third persons,
with respect to loss due to death, bodily injury, or damage to property
resulting in any way from the performance of this contract; and

\(b\) The Contractor need not provide or maintain insurance coverage as
required by paragraph (a) of FAR clause
[**52.228-7**](http://www.arnet.gov/far/current/html/52_228_231.html#1046519),
Insurance --- Liability To Third Persons, provided that the Contractor
may obtain any insurance coverage deemed necessary, subject to approval
by the Contracting Officer as to form, amount, and duration. The
Contractor shall be reimbursed for the cost of such insurance and, to
the extent provided in paragraph (c) of FAR clause
[**52.228-7**](http://www.arnet.gov/far/current/html/52_228_231.html#1046519),
for liabilities to third persons for which the contractor has obtained
insurance coverage as provided in this paragraph, but for which such
coverage is insufficient in amount.

**(End of clause)**

**1852.228-82 Insurance --- Total Immunity From Tort Liability.**

As prescribed in 1828.311-270(d), insert the following clause:

**INSURANCE --- TOTAL IMMUNITY FROM TORT LIABILITY**

**(SEPTEMBER 2000)**

\(a\) The Government does not assume any liability to third persons, nor
will the Government reimburse the Contractor for its liability to third
persons, with respect to loss due to death, bodily injury, or damage to
property resulting in any way from the performance of this contract or
any subcontract under this contract.

\(b\) If any suit or action is filed, or if any claim is made against
the Contractor, the cost and expense of which may be reimbursable to the
contractor under this contract, the Contractor will immediately notify
the Contracting Officer and promptly furnish copies of all pertinent
papers received by the Contractor. The Contractor will, if required by
the Government, authorize Government representatives to settle or defend
the claim and to represent the contractor in or take charge of any
litigation. The Contractor may, at its own expense, be associated with
the Government representatives in any such claim or litigation.

**(End of clause)**

**1852.231-70 Precontract Costs.**

As prescribed in 1831.205-70, insert the following clause:

**PRECONTRACT COSTS**

**(JUNE 1995)**

The Contractor shall be entitled to reimbursement for costs incurred on
or after [              ]{.underline} in an amount not to exceed \$
[        ]{.underline} that, if incurred after this contract had been
entered into, would have been reimbursable under this contract.

**(End of clause)**

**1852.231-71 Determination of Compensation Reasonableness.**

As prescribed at 1831.205-671, insert the following provision.

**DETERMINATION OF COMPENSATION REASONABLENESS**

**(MARCH 1994)**

\(a\) The proposal shall include a total compensation plan. This plan
shall address all proposed labor categories, including those personnel
subject to union agreements, the Service Contract Act, and those exempt
from both of the above. The total compensation plan shall include the
salaries/wages, fringe benefits and leave programs proposed for each of
these categories of labor. The plan also shall include a discussion of
the consistency of the plan among the categories of labor being
proposed. Differences between benefits offered professional and
non-professional employees shall be highlighted. The requirements of
this plan may be combined with that required by the clause at [**FAR
52.222-46**](http://www.arnet.gov/far/current/html/52_222.html#1046973),
\"Evaluation of Compensation for Professional Employees.\"

\(b\) The offeror shall provide written support to demonstrate that its
proposed compensation is reasonable.

\(c\) The offeror shall include the rationale for any conformance
procedures used or those Service Contract Act employees proposed that do
not fall within the scope of any classification listed in the applicable
wage determination.

\(d\) The offeror shall require all service subcontractors (1) with
proposed cost reimbursement or non-competitive fixed-price type
subcontracts having a total potential value in excess of \$500,000 and
(2) the cumulative value of all their service subcontracts under the
proposed prime contract in excess of 10 percent of the prime contract\'s
total potential value, provide as part of their proposals the
information identified in (a) through (c) of this provision.

**(End of provision)**

**1852.232-70 NASA Modification of [FAR
52.232-12](http://www.arnet.gov/far/current/html/52_232.html#1046614).**

As prescribed at 1832.412-70, make the following modifications:

**NASA MODIFICATION OF FAR 52.232-12**

**(MARCH 1998)**

\(a\) **Basic Clause.** (1) In paragraph (e), Maximum Payment, in the
sentence that begins "When the sum of," change the word \"When\" to
lower case and insert before it: \"Unliquidated advance payments shall
not exceed \$\..... at any time outstanding. In addition....\"

\(2\) In paragraph (m)(1), delete \"in the form prescribed by the
administering office\" and substitute \"and Standard Form 272, Federal
Cash Transactions Report, and, if appropriate, Standard Form 272-A,
Federal Cash Transactions Report Continuation.\"

\(b\) **Alternate II (if incorporated in the contract).** In paragraph
(e), Maximum Payment, in the sentence that begins "When the sum of,"
change the word \"When\" to lower case and insert before it:
\"Unliquidated advance payments shall not exceed \$\..... at any time
outstanding. In addition....\"

\(c\) **Alternate V (if incorporated in the contract).** (1) Substitute
the following for paragraph (b): \"(b) Use of funds. The Contractor may
use advance payment funds only to pay for properly allocable, allowable,
and reasonable costs for direct materials, direct labor, indirect costs,
or such other costs approved in writing by the administering contracting
office. Payments are subject to any restrictions in other clauses of
this contract. Determinations of whether costs are properly allocable,
allowable, and reasonable shall be in accordance with generally accepted
accounting principles, subject to any applicable subparts of [**Part
31**](http://www.arnet.gov/far/current/html/Subpart_31_1.html#1069490)of
the Federal Acquisition Regulation, other applicable regulations
referenced in Part 31, or Subpart 1831.2.\"

\(2\) In paragraph (d), Maximum Payment, in the sentence that begins
"When the sum of," change the word \"When\" to lower case and insert
before it: \"Unliquidated advance payments shall not exceed \$\..... at
any time outstanding. In addition....\"

\(3\) In paragraph (j)(1), insert between "statements," and "and"
"together with Standard Form 272, Federal Cash Transactions Report, and,
if appropriate, Standard Form 272-A, Federal Cash Transactions Report
Continuation"

\(4\) If this is a Phase I contract awarded under the SBIR or STTR
programs, delete paragraph (a) and substitute the following: \"(a)
Requirements for payment. Advance payments will be made under this
contract upon receipt of invoices from the Contractor. Invoices should
be clearly marked \"Small Business Innovation Research Contract\" or
\"Small Business Technology Transfer Contract,\" as appropriate, to
expedite payment processing. One-third of the total contract price will
be available to be advanced to the contractor immediately after award,
another one-third will be advanced three months after award, and the
final one-third will be paid upon acceptance by NASA of the
Contractor\'s final report. By law, full payment must be made no later
than 12 months after the date that contract requirements are completed.
The Contractor shall flow down the terms of this clause to any
subcontractor requiring advance payments.\"

**(End of clause)**

**1852.232-77 Limitation of Funds (Fixed- Price Contract).**

As prescribed in 1832.705-270(a), insert the following clause.
Contracting officers are authorized, in appropriate cases, to revise
clause paragraphs (a), (b), and (g) to specify the work required under
the contract, in lieu of using contract item numbers. The 60-day period
may be varied from 30 to 90 days, and the 75 percent from 75 to 85
percent:

**LIMITATION OF FUNDS (FIXED-PRICE CONTRACT)**

**(MARCH 1989)**

\(a\) Of the total price of items through [       ]{.underline}, the sum
of \$[      ]{.underline} 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:

  --------------------------------- -------------------------------------
  **SCHEDULE FOR ALLOTMENT OF       
  FUNDS**                           

  Date                              Amounts
  --------------------------------- -------------------------------------

\(b\) 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 [       ]{.underline}.

\(2\) 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.

**(End of clause)**

**1852.232-79 Payment for On-Site Preparatory Costs**

As prescribed in 1832.111-70, insert the following clause:

**PAYMENT FOR ON-SITE PREPARATORY COSTS**

**(SEPTEMBER 1987)**

Costs associated with on-site preparatory work (start-up or set-up
costs) will be prorated over all work activities of a Critical Path
Method (CPM) network or Progress Chart against which progress payments
will be sought. Separate payment for on-site preparatory costs will not
be made by the Government.

**(End of clause)**

**1852.232-81  Contract Funding.**

As prescribed in 1832.705-270(b), insert the following clause:

**CONTRACT FUNDING**

**(JUNE 1990)**

\(a\) For purposes of payment of cost, exclusive of fee, in accordance
with the Limitation of Funds clause, the total amount allotted by the
Government to this contract is \$ [        ]{.underline}. This allotment
is for \[Insert applicable item number(s), task(s), or work
description\] [         ]{.underline} and covers the following estimated
period of performance: [          ]{.underline}.

\(b\) An additional amount of \$[        ]{.underline} is obligated
under this contract for payment of fee.

**(End of clause)**

**1852.232-82 Submission of Requests for Progress Payments.**

As prescribed in 1832.502-470, insert the following clause:

**SUBMISSION OF REQUESTS FOR PROGRESS PAYMENTS**

**(MARCH 1989)**

The Contractor shall request progress payments in accordance with the
Progress Payments clause by submitting to the Contracting Officer an
original and two copies of Standard Form (SF) 1443, Contractor\'s
Request for Progress Payment, and the contractor\'s invoice (if
applicable). The Contracting Officer\'s office is the designated billing
office for progress payments for purposes of the Prompt Payment clause.

**(End of clause)**

**1852.233-70 Protests to NASA.**

As prescribed in 1833.106-70, insert the following provision:

**PROTESTS TO NASA**

**(OCTOBER 2002)**

Potential bidders or offerors may submit a protest under 48 CFR Part 33
([FAR Part
33](http://www.arnet.gov/far/current/html/Subpart_33_1.html#1046495))
directly to the Contracting Officer. As an alternative to the
Contracting Officer\'s consideration of a protest, a potential bidder or
offeror may submit the protest to the Assistant Administrator for
Procurement, who will serve as or designate the official responsible for
conducting an independent review. Protests requesting an independent
review shall be addressed to Assistant Administrator for Procurement,
NASA Code H, Washington, DC 20546-0001.

**(End of provision)**

**1852.234-1 Notice of Earned Value Management System.**

As prescribed in 1834.203-70(a), insert the following provision:

**NOTICE OF EARNED VALUE MANAGEMENT SYSTEM**\
**(NOVEMBER 2006)**

\(a\) The offeror shall provide documentation that its proposed Earned
Value Management System (EVMS) complies with the EVMS guidelines in the
American National Standards Institute (ANSI)/Electronic Industries
Alliance (EIA)-748 Standard, Earned Value Management Systems.

\(b\) If the offeror proposes to use a system that currently does not
meet the requirements of paragraph (a) of this provision, the offeror
shall submit its comprehensive plan for compliance with the EVMS
guidelines to the Government for approval.

\(1\) The plan shall---

\(i\) Describe the EVMS the offeror intends to use in performance of the
contract;

\(ii\) Distinguish between the offeror\'s existing management system and
modifications proposed to meet the EVMS guidelines in ANSI/EIA-748;

\(iii\) Describe the management system and its application in terms of
the EVMS guidelines;

\(iv\) Describe the proposed procedure for application of the EVMS
requirements to subcontractors;

\(v\) Describe how the offeror will ensure EVMS compliance for each
subcontractor subject to the flowdown requirement in paragraph (c) whose
EVMS has not been recognized by the Cognizant Federal Agency as
compliant according to paragraph (a);

\(vi\) Provide documentation describing the process and results,
including Government participation, of any third-party or
self-evaluation of the system's compliance with the EVMS guidelines; and

\(vii\) If the value of the offeror's proposal, including options, is
\$50 million or more, provide a schedule of events leading up to formal
validation and Government acceptance of the Contractor's EVMS. This
schedule should include progress assistance visits, the first visit
occurring no later than 30 days after contract award, and a compliance
review as soon as practicable. The Department of Defense Earned Value
Management Implementation Guide
(https://acc.dau.mil/CommunityBrowser.aspx?id=19557) outlines the
requirements for conducting a progress assistance visit and validation
compliance review.

\(2\) The offeror shall provide information and assistance as required
by the Contracting Officer to support review of the plan.

\(3\) The Government will review the offeror's EVMS implementation plan
prior to contract award.

\(c\) The offeror shall identify in its offer the major subcontractors,
or major subcontracted effort if major subcontractors have not been
selected, planned for application of the EVMS requirement. Prior to
contract award, the offeror and NASA shall agree on the subcontractors,
or subcontracted effort, subject to the EVMS requirement.

\(d\) The offeror shall incorporate its compliance evaluation factors
for subcontractors into the plan required by paragraph (b) of this
provision.

**(End of provision)**

**1852.234-2 Earned Value Management System**.

As prescribed in 1834.203-70(b) insert the following clause:

**EARNED VALUE MANAGEMENT SYSTEM**

**(NOVEMBER 2006)**

\(a\) In the performance of this contract, the Contractor shall use\--

\(1\) An Earned Value Management System (EVMS) that has been determined
by the Cognizant Federal Agency to be compliant with the EVMS guidelines
specified in the American National Standards Institute (ANSI)/Electronic
Industries Alliance (EIA) -- 748 Standard, Industry Guidelines for
Earned Value Management Systems (current version at the time of award)
to manage this contract; and

\(2\) Earned Value Management procedures that provide for generation of
timely, accurate, reliable, and traceable information for the Contract
Performance Report (CPR) required by the contract.

\(b\) If, at the time of award, the Contractor's EVMS has not been
determined by the Cognizant Federal Agency to be compliant with the EVMS
guidelines, or the Contractor does not have an existing cost/schedule
control system that is compliant with the guidelines in the ANSI/EIA-748
Standard (current version at the time of award), the Contractor shall
apply the system to the contract and shall take timely action to
implement its plan to obtain compliance/validation. The Contractor shall
follow and implement the approved compliance/validation plan in a timely
fashion. The Government will conduct a Compliance Review to assess the
contactor's compliance with its plan, and if the Contractor does not
follow the approved implementation schedule or correct all resulting
system deficiencies identified as a result of the compliance review
within a reasonable time, the Contracting Officer may take remedial
action, that may include, but is not limited to, a reduction in fee.

\(c\) The Government will conduct Integrated Baseline Reviews (IBRs).
Such reviews shall be scheduled and conducted as early as practicable,
and if a pre-award IBR has not been conducted, a post-award IBR should
be conducted within 180 calendar days after contract award, or the
exercise of significant contract options, or within 60 calendar days
after distribution of a supplemental agreement that implements a
significant funding realignment or effects a significant change in
contractual requirements (e.g., incorporation of major modifications).
The objective of IBRs is for the Government and the Contractor to
jointly assess the Contractor's baseline to be used for performance
measurement to ensure complete coverage of the statement of work,
logical scheduling of the work activities, adequate resourcing, and
identification of inherent risks.

\(d\) Unless a waiver is granted by the Cognizant Federal Agency,
Contractor proposed EVMS changes require approval of the Cognizant
Federal Agency prior to implementation. The Cognizant Federal Agency
shall advise the Contractor of the acceptability of such changes within
30 calendar days after receipt of the notice of proposed changes from
the Contractor. If the advance approval requirements are waived by the
Cognizant Federal Agency, the Contractor shall disclose EVMS changes to
the Cognizant Federal Agency at least 14 calendar days prior to the
effective date of implementation.

\(e\) The Contractor agrees to provide access to all pertinent records
and data requested by the Contracting Officer or a duly authorized
representative. Access is to permit Government surveillance to ensure
that the Contractor's EVMS complies, and continues to comply, with the
EVMS guidelines referenced in paragraph (a) of this clause, and to
demonstrate---

\(1\) Proper implementation of the procedures generating the cost and
schedule information being used to satisfy the contract data
requirements;

\(2\) Continuing application of the accepted company procedures in
satisfying the CPR required by the contract through recurring
program/project and contract surveillance; and

\(3\) Implementation of any corrective actions identified during the
surveillance process.

\(f\) The Contractor shall be responsible for ensuring that its
subcontractors, identified below, comply with the EVMS requirements of
this clause as follows:

\(1\) For subcontracts with an estimated dollar value of \$50M or more,
the following subcontractors shall comply with the requirements of this
clause.

(Contracting Officer to insert names of subcontractors or subcontracted
effort).

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

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

\(2\) For subcontracts with an estimated dollar value of less than
\$50M, the following subcontractors shall comply with the requirements
of this clause except for the requirement in paragraph (b), if
applicable, to obtain compliance/validation.

(Contracting Officer to insert names of subcontractors or subcontracted
effort.)

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

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

\(g\) If the contractor identifies a need to deviate from the agreed
baseline by working against an Over Target Baseline (OTB) or Over Target
Schedule (OTS), the contractor shall submit to the Contracting Officer a
request for approval to begin implementation of an OTB or OTS. This
request shall include a top-level projection of cost and/or schedule
growth, whether or not performance variances will be retained, and a
schedule of implementation for the reprogramming adjustment. The
Government will approve or deny the request within 30 calendar days
after receipt of the request. Failure of the Government to respond
within this 30-day period constitutes approval of the request. Approval
of the deviation request does not constitute a change, or the basis for
a change, to the negotiated cost or price of this contract, or the
estimated cost of any undefinitized contract actions.

**(End of clause)**

**(ALTERNATE I)**

**(NOVEMBER 2006)**

As prescribed in 1834.203-70(b), substitute the following paragraph (b)
for paragraph (b) of the basic clause:

\(b\) If, at the time of award, the Contractor's EVMS has not been
determined by the Cognizant Federal Agency to be compliant with the EVMS
guidelines, or the Contractor does not have an existing cost/schedule
control system that is compliant with the guidelines in the ANSI/EIA-748
Standard (current version at the time of ward), the Contractor shall
apply the system to the contract and shall take timely action to
implement its plan to be compliant with the guidelines. The Government
will not formally validate/accept the Contractor's EVMS with respect to
this contract. The use of the Contractor's EVMS for this contract does
not imply Government acceptance of the Contractor's EVMS for application
to future contracts. The Government will monitor compliance through
routine surveillance.

**1852.235-70 Center for AeroSpace Information.**

As prescribed in 1835.070(a), insert the following clause:

**CENTER FOR AEROSPACE INFORMATION**

**(DECEMBER 2006)**

\(a\) The Contractor should register with and avail itself of the
services provided by the NASA

Center for AeroSpace Information (CASI) (http://www.sti.nasa.gov) for
the conduct of research or research and development required under this
contract. CASI provides a variety of services and products as a NASA
repository and database of research information, which may enhance
contract performance.

\(b\) Should the CASI information or service requested by the Contractor
be unavailable or not

in the exact form necessary by the Contractor, neither CASI nor NASA is
obligated to search for or change the format of the information. A
failure to furnish information shall not entitle the Contractor to an
equitable adjustment under the terms and conditions of this contract.

\(c\) Information regarding CASI and the services available can be
obtained at the Internet address contained in paragraph (a) of this
clause.

**(End of clause)**

1852.235-71 Key Personnel and Facilities.

As prescribed in 1835.070(b), insert the following clause:

**KEY PERSONNEL AND FACILITIES**

**(MARCH 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]{.underline}, 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.

\[List here the personnel and/or facilities considered essential, unless
they are specified in the contract Schedule.\]

**(End of clause)**

**1852.235-72 Instructions for Responding to NASA Research
Announcements.**

As prescribed in 1835.070(c), insert the following provision:

**INSTRUCTIONS FOR RESPONDING TO NASA RESEARCH ANNOUNCEMENTS**

**(NOVEMBER 2004)**

\(a\) **General.**

\(1\) Proposals received in response to a NASA Research Announcement
(NRA) will be used only for evaluation pur­poses. NASA does not allow a
proposal, the contents of which are not available without restriction
from another source, or any unique ideas submitted in response to an NRA
to be used as the basis of a solicitation or in negotiation with other
organizations, nor is a pre-award synop­sis published for individual
proposals.

\(2\) A solicited proposal that results in a NASA award becomes part of
the record of that transaction and may be available to the public on
specific request; however, infor­mation or material that NASA and the
awardee mutually agree to be of a privi­leged nature will be held in
confidence to the extent permitted by law, including the Freedom of
Information Act.

\(3\) NRAs contain programmatic information and certain requirements
which apply only to proposals prepared in response to that particular
announcement. These in­structions contain the general proposal
preparation information which applies to responses to all NRAs.

\(4\) A contract, grant, cooperative agree­ment, or other agreement may
be used to accomplish an effort funded in response to an NRA. ­NASA will
determine the appropriate award instrument. Contracts resulting from
NRAs are subject to the Federal Acquisition Regulation and the NASA FAR
Supplement. Any resultant grants or cooperative agreements will be
awarded and administered in accor­dance with the NASA Grant and
Coopera­tive Agreement Handbook (NPR 5800.1).

\(5\) NASA does not have mandatory forms or formats for re­sponses to
NRAs; however, it is requested that proposals conform to the guidelines
in these instructions. NASA may accept proposals without discussion;
hence, proposals should initially be as complete as possible and be
submitted on the proposers\' most favorable terms.

\(6\) To be considered for award, a submission must, at a minimum,
present a specific project within the areas delineated by the NRA;
contain sufficient technical and cost information to permit a meaningful
evalu­ation; be signed by an official autho­rized to legally bind the
submitting organization; not merely offer to perform standard services
or to just provide computer facilities or services; and not
significantly duplicate a more specific current or pending NASA
solicitation.

\(b\) **NRA-Specific Items.** Several proposal submission items appear
in the NRA itself: the unique NRA identifier; when to submit proposals;
where to send proposals; number of copies required; and sources for more
information. Items included in these instructions may be supplemented by
the NRA.

\(c\) The following information is needed to permit consideration in an
objective manner. NRAs will generally specify topics for which
additional information or greater detail is desirable. Each proposal
copy shall contain all submitted material, including a copy of the
transmittal letter if it contains substantive information.

\(1\) **Transmittal Letter or Prefatory** **Materi­al.**

\(i\) The legal name and address of the organization and specific
division or cam­pus identification if part of a larger organi­zation;

\(ii\) A brief, scientifically valid project title intelligible to a
scientifically literate reader and suitable for use in the public press;

\(iii\) Type of organization: e.g., profit, nonprofit, educational,
small business, minority, women-owned, etc.;

\(iv\) Name and telephone number of the principal investigator and
business person­nel who may be contacted during evalua­tion or
negotiation;

\(v\) Identification of other organi­zations that are currently
evaluating a proposal for the same efforts;

\(vi\) Identification of the NRA, by number and title, to which the
proposal is responding;

\(vii\) Dollar amount requested, desired starting date, and duration of
pro­ject;

\(viii\) Date of submission; and

\(ix\) Signature of a responsible official or authorized representative
of the organi­zation, or any other person authorized to legally bind the
organization (unless the signature appears on the proposal itself).

\(2\) **Restriction on Use and Disclosure of** **Proposal Information.**
Information con­tained in proposals is used for evaluation purposes only.
Offerors or quoters should, in order to maximize protection of trade
secrets or other information that is confidential or privileged, place
the following notice on the title page of the proposal and specify the
information subject to the notice by inserting an appropri­ate
identification in the notice. In any event, information contained in
proposals will be protected to the extent permitted by law, but NASA
assumes no liability for use and disclosure of information not made
subject to the notice.

**Notice**

**Restriction on Use and Disclosure** **of Proposal Information**

The information (data) contained in \[[insert page numbers or other
identification]{.underline}\] of this proposal constitutes a trade
secret and/or information that is commercial or financial and
confidential or privileged. It is furnished to the Government in
confi­dence with the understanding that it will not,

without permission of the offeror, be used or disclosed other than for
evaluation purposes; provided, however, that in the event a contract (or
other agreement) is awarded on the basis of this proposal the Government
shall have the right to use and disclose this information (data) to the
ex­tent provided in the contract (or other agreement). This restriction
does not limit the Government\'s right to use or disclose this
information (data) if obtained from another source without restriction.

\(3\) **Abstract.** Include a concise (200-300 word if not otherwise
specified in the NRA) abstract describing the objective and the method
of approach.

\(4\) **Project Description.**

\(i\) The main body of the proposal shall be a detailed statement of the
work to be undertaken and should include objectives and expected
significance; relation to the present state of knowledge; and relation
to previous work done on the pro­ject and to related work in progress
else­where. The statement should outline the plan of work, including the
broad design of experiments to be undertaken and a description of
experimental methods and procedures. The project de­scription should
address the evaluation factors in these instructions and any spe­cific
factors in the NRA. Any substantial collaboration with individuals not
referred to in the budget or use of consultants should be described.
Subcontracting significant portions of a research project is
discouraged.

\(ii\) When it is expected that the effort will require more than one
year, ­the proposal should cover the complete project to the extent that
it can be reason­ably anticipated. Principal emphasis should be on the
first year of work, and the description should distin­guish clearly
between the first year\'s work and work planned for subsequent years.

\(5\) **Management Approach.** For large or complex efforts involving
interactions among numerous individuals or other organizations, plans
for distri­bution of responsibilities and ­ar­rangements for ensuring a
coordi­nated effort should be described.

\(6\) **Personnel.** The principal investigator is responsible for
supervision of the work and partici­pates in the conduct of the re­search
regard­less of whether or not compensated under the award. A short
bio­graphical sketch of the prin­cipal investiga­tor, a list of principal
publications and any exceptional qualifi­cations should be includ­ed. Omit
social security number and other personal items which do not merit
consider­ation in evaluation of the proposal. Give similar biographical
information on other senior professional personnel who will be di­rectly
associated with the project. Give the names and titles of any other
scien­tists and technical personnel associated substan­tially with the
project in an advisory capac­ity. Universities should list the
approxi­mate number of students or other assistants, together with
information as to their level of academic attainment. Any special
industry-university cooperative arrange­ments should be described.

\(7\) **Facilities and Equipment.**

\(i\) Describe available facilities and major items of equipment
especially adapt­ed or suited to the proposed project, and any additional
major equipment that will be required. Identify any Government-owned
facilities, industrial plant equip­ment, or special tooling that are
proposed for use. Include evidence of its availability and the cognizant
Government points of contact.

\(ii\) Before requesting a major item of capital equipment, the proposer
should determine if sharing or loan of equipment already within the
organization is a feasible alternative. Where such ar­rangements cannot
be made, the proposal should so state. The need for items that typically
can be used for research and non-research purposes should be explained.

\(8\) **Proposed Costs (U.S. Proposals Only).**

\(i\) Proposals should contain cost and technical parts in one volume:
do not use separate \"confidential\" salary pages. As applicable,
include separate cost estimates for salaries and wages; fringe benefits;
equipment; expendable materials and sup­plies; services; domestic and
foreign travel; ADP expenses; publication or page charges; consultants;
subcontracts; other miscella­neous identifiable direct costs; and
indirect costs. List salaries and wages in appropri­ate organizational
categories (e.g., principal investigator, other scientific and
engineer­ing professionals, graduate students, re­search assistants, and
technicians and other non-professional personnel). Estimate all staffing
data in terms of staff-months or fractions of full-time.

\(ii\) Explanatory notes should accompa­ny the cost proposal to provide
identifica­tion and estimated cost of major capital equipment items to be
acquired; purpose and estimated number and lengths of trips planned;
basis for indirect cost computation (including date of most recent
negotiation and cognizant agency); and clarification of other items in
the cost proposal that are not self-evident. List estimated expenses as
yearly requirements by major work phases.

\(iii\) Allowable costs are governed by [FAR Part
31](http://www.arnet.gov/far/current/html/Subpart_31_1.html#1069490) and
the [NASA FAR Supplement Part
1831](http://www.hq.nasa.gov/office/procurement/regs/1831.htm) (and OMB
Circulars A-21 for educational institutions and A-122 for nonprofit
organizations).

\(iv\) Use of NASA funds\--NASA funding may not be used for foreign
research efforts at any level, whether as a collaborator or a
subcontract. The direct purchase of supplies and/or services, which do
not constitute research, from non-U.S. sources by U.S. award recipients
is permitted. Additionally, in accordance with the National Space
Transportation Policy, use of a non-U.S. manufactured launch vehicle is
permitted only on a no-exchange-of-funds basis.

\(9\) **Security.** Proposals should not contain security classi­fied
material. If the research requires access to or may generate security
classified informa­tion, the submit­ter will be required to comply with
­Government securi­ty regulations.

\(10\) **Current Support.** For other current projects being con­ducted
by the principal investigator, provide title of project, sponsoring
agency, and ending date.

\(11\) **Special Matters.**

\(i\) Include any required statements of environmental impact of the
research, human subject or animal care provisions, conflict of interest,
or on such other topics as may be required by the nature of the effort
and current statutes, executive or­ders, or other current Government-wide
guidelines.

\(ii\) Identify and discuss risk factors and issues throughout the
proposal where they are relevant, and your approach to managing these
risks.

\(iii\) Proposers should include a brief description of the
organization, its facili­ties, and previous work experience in the field
of the proposal. Identify the cogni­zant Government audit agency,
inspection agency, and administrative contracting officer, when
applicable.

\(d\) **Renewal Proposals.**

\(1\) Renewal proposals for existing awards will be considered in the
same manner as proposals for new endeavors. A renewal proposal should
not repeat all of the information that was in the original proposal. The
renewal proposal should refer to its predecessor, update the parts that
are no longer current, and indicate what elements of the research are
expected to be covered during the period for which support is desired. A
description of any significant findings since the most recent progress
report should be included. The renewal proposal should treat, in
rea­sonable detail, the plans for the next period, contain a cost
estimate, and otherwise ad­here to these instructions.

\(2\) NASA may renew an effort either through amendment of an existing
contract or by a new award.

\(e\) **Length.** Unless otherwise specified in the NRA, effort should
be made to keep propos­als as brief as possible, concentrating on
substantive material. F­­ew proposals need exceed 15-20 pages. Necessary
detailed infor­mation, such as reprints, should be included as
attachments. A complete set of attach­ments is necessary for each copy of
the proposal. As proposals are not returned, avoid use of
\"one-of-a-kind\" attachments.

\(f\) **Joint Proposals.**

\(1\) Where multiple organizations are involved, the proposal may be
submitted by only one of them. It should clearly describe the role to be
played by the other organizations and indicate the legal and managerial
arrangements contem­plated. In other instances, simultaneous submission
of related proposals from each organization might be appropriate, in
which case parallel awards would be made.

\(2\) Where a project of a cooperative nature with NASA is contemplated,
describe the contributions expect­ed from any participating NASA
investiga­tor and agency facilities or equipment which may be required.
The proposal must be confined only to that which the proposing
organization can com­mit itself. \"Joint\" proposals which specify the
internal arrangements NASA will actually make are not acceptable as a
means of establishing an agency commit­ment.

\(g\) **Late Proposals.** Proposals or proposal modifications received
after the latest date specified for receipt may be considered if a
significant reduction in cost to the Government is probable or if there
are significant technical advantages, as compared with proposals
previously received.

\(h\) **Withdrawal.** Proposals may be withdrawn by the propos­er at any
time before award. Offerors are requested to notify NASA if the proposal
is funded by another organization or of other changed circumstances
which dictate termination of evaluation.

\(i\) **Evaluation Factors.**

\(1\) Unless otherwise specified in the NRA, the principal elements (of
approximately equal weight) considered in evaluating a proposal are its
relevance to NASA\'s objec­tives, intrinsic merit, and cost.

\(2\) Evaluation of a proposal\'s relevance to NASA\'s objectives
includes the consider­ation of the potential contribution of the effort
to NASA\'s mission.

\(3\) Evaluation of its intrinsic merit includes the consideration of
the following factors of equal importance:

\(i\) Overall scientific or technical merit of the proposal or unique
and innovative methods, approaches, or concepts demon­strated by the
proposal.

\(ii\) Offeror\'s capabilities, related experience, facilities,
techniques, or unique combinations of these which are integral factors
for achieving the proposal objec­tives.

\(iii\) The qualifications, capabilities, and experience of the proposed
principal investigator, team leader, or key personnel critical in
achieving the proposal objectives.

\(iv\) Overall standing among similar proposals and/or evaluation
against the state-of-the-art.

\(4\) Evaluation of the cost of a proposed effort may include the
realism and reasonableness of the proposed cost and available funds.

\(j\) **Evaluation Techniques.** Selection decisions will be made
follow­ing peer and/or scientific review of the propos­als. Several
evaluation techniques are regularly used within NASA. In all cases
proposals are subject to scientific review by discipline special­ists in
the area of the proposal. Some proposals are reviewed entirely in-house,
others are evaluated by a combination of in-house and selected external
reviewers, while yet others are subject to the full external peer review
tech­nique (with due regard for conflict-of-interest and protection of
proposal informa­tion), such as by mail or through assembled panels. The
final decisions are made by a NASA selecting official. A proposal which
is scientifically and programmati­cally meritorious, but not selected for
award

during its initial review, may be included in subsequent reviews unless
the proposer requests other­wise.

\(k\) **Selection for Award.**

\(1\) When a proposal is not selected for award, the proposer will be
noti­fied. NASA will explain generally why the proposal was not selected.
Proposers desir­ing additional information may contact the selecting
official who will arrange a de­briefing.

\(2\) When a proposal is selected for award, negotiation and award will
be handled by the procurement office in the funding installation. The
proposal is used as the basis for negotiation. The con­tracting officer
may re­quest certain busi­ness data and may for­ward a model award
instrument and other informa­tion pertinent to negotiation.

\(l\) **Additional Guidelines Applicable to Foreign Proposals and
Proposals Including Foreign Participation.**

\(1\) NASA welcomes proposals from outside the U.S. However, foreign
entities are generally not eligible for funding from NASA. Therefore,
unless otherwise noted in the NRA, proposals from foreign entities
should not include a cost plan unless the proposal involves
collaboration with a U.S. institution, in which case a cost plan for
only the participation of the U.S. entity must be included. Proposals
from foreign entities and proposals from U.S. entities that include
foreign participation must be endorsed by the respective government
agency or funding/sponsoring institution in the country from which the
foreign entity is proposing. Such endorsement should indicate that the
proposal merits careful consideration by NASA, and if the proposal is
selected, sufficient funds will be made available to undertake the
activity as proposed.

\(2\) All foreign proposals must be typewritten in English and comply
with all other submission requirements stated in the NRA. All foreign
proposals will undergo the same evaluation and selection process as
those originating in the U.S. All proposals must be received before the
established closing date. Those received after the closing date will be
treated in accordance with paragraph (g) of this provision. Sponsoring
foreign government agencies or funding institutions may, in exceptional
situations, forward a proposal without endorsement if endorsement is not
possible before the announced closing date. In such cases, the NASA
sponsoring office should be advised when a decision on endorsement can
be expected.

\(3\) Successful and unsuccessful foreign entities will be contacted
directly by the NASA sponsoring office. Copies of these letters will be
sent to the foreign sponsor. Should a foreign proposal or a U.S.
proposal with foreign participation be selected, NASA\'s Office of
External Relations will arrange with the foreign sponsor for the
proposed participation on a no-exchange-of-funds basis, in which NASA
and the non-U.S. sponsoring agency or funding institution will each bear
the cost of discharging their respective responsibilities.

\(4\) Depending on the nature and extent of the proposed cooperation,
these arrangements may entail:

\(i\) An exchange of letters between NASA and the foreign sponsor**;**
or

\(ii\) A formal Agency-to-Agency Memorandum of Understanding (MOU).

\(m\) **Cancellation of NRA.** NASA reserves the right to make no awards
under this NRA and to cancel this NRA. NASA assumes no liability for
canceling the NRA or for anyone\'s failure to receive actual notice of
cancellation.

**(End of provision)**

**1852.235-73 Final Scientific and Technical Reports**.

As prescribed in 1835.070(d) insert the following clause:

**Final Scientific and Technical Reports**

**(DECEMBER 2006)**

\(a\) The Contractor shall submit to the Contracting Officer a final
report that summarizes the

results of the entire con­tract, including recom­menda­tions and
conclusions based on the experience and results obtained. The final
report should include tables, graphs, diagrams, curves, sketches,
photo­graphs, and drawings in sufficient detail to explain
comprehensively the results achieved under the contract.

\(b\) The final report shall be of a quality suitable for publication
and shall follow the formatting and stylistic guidelines contained in
NPR 2200.2A, Guidelines for Documentation, Approval, and Dissemination
of NASA Scientific and Technical Information. Electronic formats for
submission of reports should be used to the maximum extent practical.
Before electronically submitting reports containing scientific and
technical information (STI) that is export-controlled or limited or
restricted, contact the Contracting Officer to determine the
requirements to electronically transmit these forms of STI. If
appropriate electronic safeguards are not available at the time of
submission, a paper copy or a CD-ROM of the report shall be required.
Information regarding appropriate electronic formats for final reports
is available at http://www.sti.nasa.gov under "Publish STI -- Electronic
File Formats."

\(c\) The last page of the final report shall be a completed Standard
Form (SF) 298, Report Documentation Page.

\(d\) In addition to the final report submitted to the Contracting
Officer, the Contractor shall concurrently provide to the Center
STI/Publication Manager and the NASA Center for AeroSpace Information
(CASI) a copy of the letter transmitting the final report to the
Contracting Officer. The copy of the letter shall be submitted to CASI
at the address listed at http://www.sti.nasa.gov under the "Get Help"
link.

\(e\) In accordance with paragraph (d) of the Rights in Data \--General
clause (52.227-14) of this contract, the Contractor may publish, or
otherwise disseminate, data produced during the performance of this
contract, including data contained in the final report, and any
additional reports required by 1852.235-74 when included in the
contract, without prior review by NASA. The Contractor is responsible
for reviewing publication or dissemination of the data for conformance
with laws and regulations governing its distribution, including
intellectual property rights, export control, national security and
other requirements, and to the extent the contractor receives or is
given access to data necessary for the performance of the contract which
contain restrictive markings, for complying with such restrictive
markings. Should the Contractor seek to publish or otherwise disseminate
the final report, or any additional reports required by 1852.235-74 if
applicable, as delivered to NASA under this contract, the Contractor may
do so once NASA has completed its document availability authorization
review, and availability of the report has been determined.

**(End of clause)**

**Alternate I**

**(FEBRUARY 2003)**

As prescribed by 1835.070(d)(1), insert the following as paragraph (e)
of the basic clause:

\(e\) The data resulting from this research activity is "fundamental
research" which will be broadly shared within the scientific community.
No foreign national access or dissemination restrictions apply to this
research activity. The Contractor may publish, release, or otherwise
disseminate data produced during the performance of this contract,
including the final report, without prior review by NASA for export
control or national security purposes. However, NASA retains the right
to review the final report to ensure that proprietary information, which
may have been provided to the Contractor, is not released without
authorization and for consistency with NASA publication standards.
Additionally, the Contractor is responsible for reviewing any
publication, release, or dissemination of the data for conformance with
other restrictions expressly set forth in this contract, and to the
extent it receives or is given access to data necessary for the
performance of the contract which contain restrictive markings, for
compliance with such restrictive markings.

## 

## Alternate II

**(DECEMBER 2005)**

As prescribed by 1835.070(d)(2), insert the following as paragraph (e)
of the basic clause:

\(e\) Data resulting from this research activity may be subject to
export control, national security restrictions or other restrictions
designated by NASA; or, to the extent the Contractor receives or is
given access to data necessary for the performance of the contract which
contain restrictive markings, may include proprietary information of
others. Therefore, the Contractor shall not publish, release, or
otherwise disseminate, except to NASA, data produced during the
performance of this contract, including data contained in the final
report and any additional reports required by 1852.235-74 when included
in the contract, without prior review by NASA. Should the Contractor
seek to publish, release, or otherwise disseminate data produced during
the performance of this contract, the Contractor may do so once NASA has
completed its document availability authorization review and the
availability of the data has been determined.

\(f\) All publications of any material based on or developed under NASA
sponsored projects shall include an acknowledgement similar to the
following:

> "The material is based upon work supported by the National Aeronautics
> and Space Administration under Contract Number XXXX."

Except for articles or papers published in scientific, technical or
professional journals, the exposition of results from NASA supported
research shall also include the following disclaimer:

> \"Any opinions, findings, and conclusions or recommendations expressed
> in this material are those of the author(s) and do not necessarily
> reflect the views of the National Aeronautics and Space
> Administration.\"

# ALTERNATE III

# (JANUARY 2005)

As prescribed by 1835.070(d)(3), insert the following as paragraph (e)
of the basic clause:

  (e) The Contractor's rights in data are defined in FAR 52.227-20,
Rights In Data -- SBIR Program. The Contractor may publish, or otherwise
disseminate, such data without prior review by NASA. The Contractor is
responsible for reviewing publication or dissemination of the data for
conformance with laws and regulations governing its distribution,
including intellectual property rights, export control, national
security and other requirements, and to the extent the Contractor
receives or is given access to data necessary for the performance of the
contract which contain restrictive markings, for complying with such
restrictive markings. In the event the Contractor has established its
claim to copyright data produced under this contract and has affixed a
copyright notice and acknowledgement of Government sponsorship, or has
affixed the SBIR Rights Notice contained in paragraph (d) of FAR
52.227-20, the Government shall comply with such Notices.

1852.235-74 Additional Reports of Work \-- Research and Development.

As prescribed in 1835.070(e), insert a clause substantially the same as
the following:

## additional Reports of Work \-- RESEARCH AND DEVELOPMENT

**(FEBRUARY 2003)**

In addition to the final report required under this contract, the
Contractor shall submit the following report(s) to the Contracting
Officer:

(a) *Monthly progress reports*. The Contractor shall submit separate
monthly reports of all work accomplished during each month of contract
performance. Re­ports shall be in narrative form, brief, and informal.
They shall include a quantitative descrip­tion of progress, an indication
of any current prob­lems that may impede performance, proposed correc­tive
action, and a discussion of the work to be performed during the next
monthly reporting period

\(b\) *Quarterly progress reports*. The Contractor shall submit separate
quarterly reports of all work accomplished during each three-month
period of contract performance. In addition to factual data, these
reports should include a separate analysis section interpreting the
results obtained, recommend­ing further action, and relating occurrences
to the ulti­mate objectives of the contract. Sufficient dia­grams,
sketches, curves, photographs, and drawings should be included to convey
the intended meaning.

\(c\) *Submission dates*. Monthly and quarterly reports shall be
submitted by the 15^th^ day of the month following the month or quarter
being reported. If the contract is awarded beyond the middle of a month,
the first monthly report shall cover the period from award until the end
of the following month. No monthly report need be submitted for the
third month of contract effort for which a quarterly report is required.
No quarterly report need be submitted for the final three months of
contract effort since that period will be covered in the final report.
The final report shall be submitted within \_\_\_\_days after the
completion of the effort under the contract.

**(End of clause)**

1852.236-71 Additive or Deductive Items.

As prescribed in 1836.570(a), insert the following provision:

**ADDITIVE OR DEDUCTIVE ITEMS**

**(MARCH 1989)**

\(a\) The low bidder for purposes of award shall be the conforming
responsible bidder offering the low aggregate amount for the first or
base bid item, plus or minus (in order of priority listed in the
Schedule) those additive or deductive bid items providing the most
features of the work within the funds determined by the Government to be
available before bids are opened. If addition of another bid item in the
listed order of priority would make the award exceed those funds for all
bidders, it shall be skipped and the next subsequent additive bid item
in a lower amount shall be added for each bid if award on it can be made
within the funds.

\(b\) An example for one bid is an amount available of \$100,000, a
bidder\'s base bid of \$85,000, and four successive additives of
\$10,000, \$8,000, \$6,000, and \$4,000. In this example, the aggregate
amount of the bid for purposes of award would be \$99,000 for the base
bid plus the first and fourth additives, the second and third additives
being skipped because either of them would cause the aggregate bid to
exceed \$100,000.

\(c\) All bids shall be evaluated on the basis of the same additive or
deductive bid items. The listed order of priority must be followed only
for determining the low bidder. After determination of the low bidder,
award in the best interests of the Government may be made to that bidder
on its base bid and any combination of its additive or deductive bid
items for which funds are determined to be available at the time of the
award, provided that award of the combination of bid items does not
exceed the amount offered by any other conforming responsible bidder for
the same combination of bid items.

**(End of provision)**

**1852.236-72 Bids with Unit Prices.**

As prescribed in 1836.570(b), insert the following provision:

**BIDS WITH UNIT PRICES**

**(MARCH 1989)**

\(a\) All extensions of the unit prices bid will be subject to
verification by the Government. If there is variation between the unit
price and any extended amounts, the unit price will be considered to be
the bid.

\(b\) If a modification to a bid based on unit prices that provides for
a lump-sum adjustment to the total estimated cost is submitted, the
application of the lump sum adjustment to each unit

price in the bid must be stated. If it is not stated, the lump-sum
adjustment shall be applied on a pro rata basis to every unit price in
the bid.

**(End of provision)**

**1852.236-73 Hurricane Plan.**

As prescribed in 1836.570(c), insert the following clause:

**HURRICANE PLAN**

**(DECEMBER 1988)**

In the event of a hurricane warning, the Contractor shall\--

\(a\) Inspect the area and place all materials possible in a protected
location;

\(b\) Tie down, or identify and store, all outside equipment and
materials;

\(c\) Clear all surrounding areas and roofs of buildings, or tie down
loose material, equipment, debris, and any other objects that could
otherwise be blown away or blown against existing buildings; and

\(d\) Ensure that temporary erosion controls are adequate.

**(End of clause)**

**1852.236-74 Magnitude of Requirement.**

As prescribed in 1836.570(d), insert the following provision:

**MAGNITUDE OF REQUIREMENT**

**(DECEMBER 1988)**

The Government estimated price range of this project is between \$ and
\$ . \[Insert the estimated dollar range.\]

**(End of provision)**

**1852.236-75 Partnering for Construction Contracts.**

As prescribed in 1836.7004, insert the following clause:

**PARTNERING FOR CONSTRUCTION CONTRACTS**

**(AUGUST 1998)**

\(a\) The terms **"partnering"** and **"partnership"** used herein shall
mean a relationship of open communication and close cooperation that
involves both Government and Contractor personnel working together for
the purpose of establishing a mutually beneficial, proactive,
cooperative environment within which to achieve contract objectives and
resolve issues and implementing actions as required.

\(b\) Partnering will be a voluntary commitment mutually agreed upon by
at least NASA and the prime contractor, and preferably the
subcontractors and the A&E design contractor, if applicable. Sustained
commitment to the process is essential to assure success of the
relationship.

\(c\) NASA intends to facilitate contract management by encouraging the
foundation of a cohesive partnership with the Contractor, its
subcontractors, the A&E design contractor, and NASA's contract
management staff. This partnership will be structured to draw on the
strengths of each organization to identify and achieve mutual
objectives. The objectives are intended to complete the contract
requirements within budget, on schedule, and in accordance with the
plans and specifications.

\(d\) To implement the partnership, it is anticipated that within 30
days of the Notice to Proceed the prime Contractor's key personnel, its
subcontractors, the A&E design contractor, and NASA personnel will
attend a partnership development and team building workshop. Follow-up
team building workshops will be held periodically throughout the
duration of the contract as agreed to by the Government and the
Contractor.

\(e\) Any cost with effectuating the partnership will be agreed to in
advance by both parties and will be shared with no change in the
contract price. The contractor**'**s share of the costs are not
recoverable under any other Government award.

**(End of clause)**

**1852.237-70 Emergency Evacuation Procedures.**

As prescribed at 1837.110-70(a), insert the following clause:

**EMERGENCY EVACUATION PROCEDURES**

**(DECEMBER 1988)**

The contractor shall assure that its personnel at Government facilities
are familiar with the functions of the Government\'s emergency
evacuation procedures. If requested by the Contracting Officer, the
Contractor shall designate an individual or individuals as contact
points to provide for efficient and rapid evacuation of the facility if
and when required.

**(End of clause)**

**1852.237-71 Pension Portability.**

As prescribed at 1837.110-70(b), insert the following clause:

**PENSION PORTABILITY**

**(JANUARY 1997)**

\(a\) In order for pension costs attributable to employees assigned to
this contract to be allowable costs under this contract, the plans
covering such employees must:

\(1\) Comply with all applicable Government laws and regulations;

\(2\) Be a defined contribution plan, or a multiparty defined benefit
plan operated under a collective bargaining agreement. In either case,
the plan must be portable, i.e., the plan follows the employee, not the
employer;

\(3\) Provide for 100 percent employee vesting at the earlier of one
year of continuous employee service or contract termination; and

\(4\) Not be modified, terminated, or a new plan adopted without the
prior written approval of the cognizant NASA Contracting Officer.

\(b\) The Contractor shall include paragraph (a) of this clause in
subcontracts for continuing services under a service contract if:

\(1\) The prime contract requires pension portability;

\(2\) The subcontracted labor dollars (excluding any burdens or
profit/fee) exceed \$2,500,000 and ten percent of the total prime
contract labor dollars (excluding any burdens or profit/fee); and

\(3\) Either of the following conditions exists:

\(i\) There is a continuing need for the same or similar subcontract
services for a minimum of five years (inclusive of options), and if the
subcontractor changes, a high percentage of the predecessor
subcontractor's employees are expected to remain with the program; or

\(ii\) The employees under a predecessor subcontract were covered by a
portable pension plan, a follow-on subcontract or a subcontract
consolidating existing services is awarded, and the total subcontract
period covered by the plan covers a minimum of five years (including
both the predecessor and successor subcontracts).

**(End of clause)**

**1852.237-72 Access to Sensitive Information.**

As prescribed in 1837.203-72(a), insert the following clause:

# ACCESS TO SENSITIVE INFORMATION

**(JUNE 2005)**

\(a\) As used in this clause, "sensitive information" refers to
information that a contractor has developed at private expense, or that
the Government has generated that qualifies for an exception to the
Freedom of Information Act, which is not currently in the public domain,
and which may embody trade secrets or commercial or financial
information, and which may be sensitive or privileged.

\(b\) To assist NASA in accomplishing management activities and
administrative functions, the Contractor shall provide the services
specified elsewhere in this contract.

\(c\) If performing this contract entails access to sensitive
information, as defined above, the Contractor agrees to -

\(1\) Utilize any sensitive information coming into its possession only
for the purposes of performing the services specified in this contract,
and not to improve its own competitive position in another procurement.

\(2\) Safeguard sensitive information coming into its possession from
unauthorized use and disclosure.

\(3\) Allow access to sensitive information only to those employees that
need it to perform services under this contract.

\(4\) Preclude access and disclosure of sensitive information to persons
and entities outside of the Contractor's organization.

\(5\) Train employees who may require access to sensitive information
about their obligations to utilize it only to perform the services
specified in this contract and to safeguard it from unauthorized use and
disclosure.

\(6\) Obtain a written affirmation from each employee that he/she has
received and will comply with training on the authorized uses and
mandatory protections of sensitive information needed in performing this
contract.

\(7\) Administer a monitoring process to ensure that employees comply
with all reasonable security procedures, report any breaches to the
Contracting Officer, and implement any necessary corrective actions.

\(d\) The Contractor will comply with all procedures and obligations
specified in its Organizational Conflicts of Interest Avoidance Plan,
which this contract incorporates as a compliance document.

\(e\) The nature of the work on this contract may subject the Contractor
and its employees to a variety of laws and regulations relating to
ethics, conflicts of interest, corruption, and other criminal or civil
matters relating to the award and administration of government
contracts. Recognizing that this contract establishes a high standard of
accountability and trust, the Government will carefully review the
Contractor's performance in relation to the mandates and restrictions
found in these laws and regulations. Unauthorized uses or disclosures of
sensitive information may result in termination of this contract for
default, or in debarment of the Contractor for serious misconduct
affecting present responsibility as a government contractor.

\(f\) The Contractor shall include the substance of this clause,
including this paragraph (f), suitably modified to reflect the
relationship of the parties, in all subcontracts that may involve access
to sensitive information

**(End of clause)**

**1852.237-73 Release of Sensitive Information.**

As prescribed in 1837.203-72(b), insert the following clause:

**RELEASE OF SENSITIVE INFORMATION**

**(JUNE 2005)**

\(a\) As used in this clause, "sensitive information" refers to
information, not currently in the public domain, that the Contractor has
developed at private expense, that may embody trade secrets or
commercial or financial information, and that may be sensitive or
privileged.

\(b\) In accomplishing management activities and administrative
functions, NASA relies heavily on the support of various service
providers. To support NASA activities and functions, these service
providers, as well as their subcontractors and their individual
employees, may need access to sensitive information submitted by the
Contractor under this contract. By submitting this proposal or
performing this contract, the Contractor agrees that NASA may release to
its service providers, their subcontractors, and their individual
employees, sensitive information submitted during the course of this
procurement, subject to the enumerated protections mandated by the
clause at 1852.237-72, Access to Sensitive Information.

(c)(1) The Contractor shall identify any sensitive information submitted
in support of this proposal or in performing this contract. For purposes
of identifying sensitive information, the Contractor may, in addition to
any other notice or legend otherwise required, use a notice similar to
the following:

> Mark the title page with the following legend:

This proposal or document includes sensitive information that NASA shall
not disclose outside the Agency and its service providers that support
management activities and administrative functions. To gain access to
this sensitive information, a service provider's contract must contain
the clause at NFS 1852.237-72, Access to Sensitive Information.
Consistent with this clause, the service provider shall not duplicate,
use, or disclose the information in whole or in part for any purpose
other than to perform the services specified in its contract. This
restriction does not limit the Government\'s right to use this
information if it is obtained from another source without restriction.
The information subject to this restriction is contained in pages
\[insert page numbers or other identification of pages\].

> Mark each page of sensitive information the Contractor wishes to
> restrict with the following legend:
>
> Use or disclosure of sensitive information contained on this page is
> subject to the restriction on the title page of this proposal or
> document.

\(2\) The Contracting Officer shall evaluate the facts supporting any
claim that particular information is "sensitive." This evaluation shall
consider the time and resources necessary to protect the information in
accordance with the detailed safeguards mandated by the clause at
1852.237-72, Access to Sensitive Information. However, unless the
Contracting Officer decides, with the advice of Center counsel, that
reasonable grounds exist to challenge the Contractor's claim that
particular information is sensitive, NASA and its service providers and
their employees shall comply with all of the safeguards contained in
paragraph (d) of this clause.

\(d\) To receive access to sensitive information needed to assist NASA
in accomplishing management activities and administrative functions, the
service provider must be operating under a contract that contains the
clause at 1852.237-72, Access to Sensitive Information. This clause
obligates the service provider to do the following:

\(1\) Comply with all specified procedures and obligations, including
the

Organizational Conflicts of Interest Avoidance Plan, which the contract
has incorporated as a compliance document.

\(2\) Utilize any sensitive information coming into its possession only
for the purpose of performing the services specified in its contract.

\(3\) Safeguard sensitive information coming into its possession from
unauthorized use and disclosure.

\(4\) Allow access to sensitive information only to those employees that
need it to perform services under its contract.

\(5\) Preclude access and disclosure of sensitive information to persons
and entities outside of the service provider's organization.

\(6\) Train employees who may require access to sensitive information
about their obligations to utilize it only to perform the services
specified in its contract and to safeguard it from unauthorized use and
disclosure.

\(7\) Obtain a written affirmation from each employee that he/she has
received and will comply with training on the authorized uses and
mandatory protections of sensitive information needed in performing this
contract.

\(8\) Administer a monitoring process to ensure that employees comply
with all reasonable security procedures, report any breaches to the
Contracting Officer, and implement any necessary corrective actions.

\(e\) When the service provider will have primary responsibility for
operating an information technology system for NASA that contains
sensitive information, the service provider's contract shall include the
clause at 1852.204-76, Security Requirements for Unclassified
Information Technology Resources. The Security Requirements clause
requires the service provider to implement an Information Technology
Security Plan to protect information processed, stored, or transmitted
from unauthorized access, alteration, disclosure, or use. Service
provider personnel requiring privileged access or limited privileged
access to these information technology systems are subject to screening
using the standard National Agency Check (NAC) forms appropriate to the
level of risk for adverse impact to NASA missions. The Contracting
Officer may allow the service provider to conduct its own screening,
provided the service provider employs substantially equivalent screening
procedures.

\(f\) This clause does not affect NASA\'s responsibilities under the
Freedom of Information Act.

\(g\) The Contractor shall insert this clause, including this paragraph
(g), suitably modified to reflect the relationship of the parties, in
all subcontracts that may require the furnishing of sensitive
information.

**(End of clause)**

**1852.239-70 Alternate Delivery Points.**

As prescribed in 1839.106-70(a)(1), insert the following clause:

**ALTERNATE DELIVERY POINTS**

**(NOVEMBER 1993)**

\(a\) The first priority of this contract is to satisfy the anticipated
requirements of (identify contracting activity). However, should the
actual requirements of (contracting activity) be less than the maximum
quantities/values specified in Section B of this contract, (contracting
activity) may order the remaining available quantities/values to satisfy
the requirements of other installations. The other installations at
which delivery may be required are:

(List installations and their locations)

\(b\) The prices of the deliverables in Section B are F.O.B. destination
to (contracting activity). If delivery to an alternate location is
ordered, an equitable adjustment may be negotiated to recognize any
variances in transportation costs associated with delivery to that
alternate location.

**(End of clause)**

**ALTERNATE I**

**(NOVEMBER 1993)**

As prescribed in 1839.106-70(a)(2), delete paragraph (b) and substitute
the following:

\(b\) The prices of the deliverables in Section B are F.O.B. origin with
delivery to NASA via Government bill of lading (GBL). If delivery to an
alternate location is ordered, the same delivery procedures will be used
and no equitable adjustment to any price, term, or condition of this
contract will be made as a result of such order.

**(End of clause)**

**1852.241-70 Renewal of Contract.**

As prescribed in 1841.501-70, insert the following clause:

**RENEWAL OF CONTRACT**

**(DECEMBER 1988)**

This contract is renewable on an annual basis at the option of the
Government, by the Contracting Officer giving written notice of renewal
to the Contractor at least days before expiration. If the Government
exercises this option for renewal, the contract as renewed shall be
deemed to include this option provision. However, the total duration of
this contract, including the exercise of any options under this clause,
shall not exceed years.

**(End of clause)**