[SECTION G]{.underline}

[CONTRACT ADMINISTRATION DATA]{.underline}

G.1 [LISTING OF CLAUSES INCORPORATED BY REFERENCE]{.underline}

The following clauses are hereby incorporated by reference:

52.215-33 Order of Precedence (JAN 1986)

1852.227-72 Designation of New Technology Representative and Patent
Representative (APR 1984); in paragraph (a) add: *NASA Lyndon B. Johnson
Space Center, HA/TechnologyTransfer and Commercialization Office,
Houston, TX 77058*; and *HA/Patent (same address)*

1852.245-70 Acquisition of Centrally Reportable Equipment (MAR 1989)

###### G.2 SUBMISSION OF VOUCHERS FOR PAYMENT (MARCH 1998)

> \(a\) The designated billing office for cost vouchers for purposes of
> the Prompt Payment clause of this contract is indicated below.
>
> NASA, Lyndon B. Johnson Space Center
>
> LF231/Financial Services Branch (Payables Group)
>
> Houston, TX 77058
>
> Public vouchers for payment of costs shall include a reference to the
> number of this contract.
>
> \(b\) (1) If the contractor is authorized to submit interim cost
> vouchers directly to the NASA paying office, the original voucher
> should be submitted to:
>
> NASA, Lyndon B. Johnson Space Center
>
> LF231/Financial Services Branch (Payables Group)
>
> Houston, TX 77058
>
> \(2\) For any period that the Defense Contract Audit Agency has
> authorized the Contractor to submit interim cost vouchers directly to
> the Government paying office, interim vouchers are not required to be
> sent to the Auditor, and are considered to be provisionally approved
> for payment, subject to final audit.
>
> \(3\) Copies of vouchers should be submitted as directed by the
> Contracting Officer.
>
> \(c\) If the contractor is not authorized to submit interim cost
> vouchers directly to the paying office as described in paragraph (b),
> the contractor shall prepare and submit vouchers as follows:
>
> \(1\) One original Standard Form (SF) 1034, SF 1035, or equivalent
> Contractor's attachment to:
>
> N/A
>
> \(2\) Five copies of SF 1034, SF 1035A, or equivalent Contractor's
> attachment to the following offices by insertion in the memorandum
> block of their names and addresses:
>
> \(i\) Copy 1 NASA Contracting Officer
>
> \(ii\) Copy 2 Auditor
>
> \(iii\) Copy 3 Contractor
>
> \(iv\) Copy 4 Contract administration office; and
>
> \(v\) Copy 5 Project management office.
>
> \(3\) The Contracting Officer may designate other recipients as
> required.
>
> \(d\) Public vouchers for payment of fee shall be prepared similarly
> to the procedures in paragraphs (b)or (c) of this clause, whichever is
> applicable, and be forwarded to:
>
> NASA, Lyndon B. Johnson Space Center
>
> BV/Space Shuttle Procurement Office
>
> Houston, TX 77058
>
> This is the designated billing office for fee vouchers for purposes of
> the Prompt Payment clause of this contract.
>
> \(e\) In the event that amounts are withheld from payment in
> accordance with provisions of this contract, a separate voucher for
> the amount withheld will be required before payment for that amount
> may be made.

G.3 [STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (52.222-42) (MAY
1989)]{.underline}

In compliance with the Service Contract Act of 1965, as amended, and the
regulations of the Secretary of Labor (29 CFR Part 4), this clause
identifies the classes of service employees expected to be employed
under the contract and states the wages and fringe benefits payable to
each if they were employed by the contracting agency subject to the
provisions of 5 USC 5341 or 5332.

THIS STATEMENT IS FOR INFORMATION ONLY:

IT IS NOT A WAGE DETERMINATION

Employee Class Monetary Wage - Fringe Benefits

\-\-- See Attachment J-7 \-\--

G.4 [PENSION PORTABILITY]{.underline}

\(a\) 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, existing defined benefit 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. This
requirement does not apply to existing defined benefit plans; 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 all
subcontracts for continuing services under a service contract where (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) the conditions at

NFS 1837.170 are satisfied.

G.5 [TECHNICAL DIRECTION]{.underline}

\(a\) Performance of the work under this contract is subject to the
written technical direction of a Contracting Officer\'s Technical
Representative (COTR), who shall be specifically appointed by the
Contracting Officer in writing in accordance with NFS 1842.270.
\"Technical direction\" means a directive to the Contractor that
approves approaches, solutions, designs, or refinements; fills in
details or otherwise completes the general description of work or
documentation items; shifts emphasis among work areas or tasks; or
furnishes similar instruction to the Contractor. Technical direction
includes requiring studies and pursuit of certain lines of inquiry
regarding matters within the general tasks and requirements in Section
J-1 of this contract.

\(b\) The COTR does not have the authority to, and shall not, issue any
instruction purporting to be technical direction that \--

\(1\) Constitutes an assignment of additional work outside the statement
of work;

\(2\) Constitutes a change as defined in the *Changes* clause;

\(3\) Constitutes a basis for any increase or decrease in the total
estimated contract cost, the fixed fee (if any), or the time required
for contract performance;

\(4\) Changes any of the expressed terms, conditions, or specifications
of the contract; or

\(5\) Interferes with the Contractor\'s rights to perform the terms and
conditions of the contract.

\(c\) All technical direction shall be issued in writing by the COTR.

\(d\) The Contractor shall proceed promptly with the performance of
technical direction duly issued by the COTR in the manner prescribed by
this clause and within the COTR\'s authority. If, in the Contractor\'s
opinion, any instruction or direction by the COTR falls within any of
the categories defined in paragraph (b) above, the Contractor shall not
proceed but shall notify the Contracting Officer in writing within 15
calendar days after receiving it and shall request the Contracting
Officer to take action as described in this clause. Upon receiving this
notification, the Contracting Officer shall either issue an appropriate
contract modification within a reasonable time or advise the Contractor
in writing within 30 days that the instruction or direction is \--

\(1\) Rescinded in its entirety; or

\(2\) Within the requirements of the contract and does not constitute a
change under the *Changes* clause of the contract, and that the
Contractor should proceed promptly with its performance.

\(e\) A failure of the Contractor and Contracting Officer to agree that
the instruction or direction is both within the requirements of the
contract and does not constitute a change under the *Changes* clause, or
a failure to agree upon the contract action to be taken with respect to
the instruction or direction, shall be subject to the *Disputes* clause
of this contract.

\(f\) Any action(s) taken by the Contractor in response to any direction
given by any person other than the Contracting Officer or the COTR shall
be at the Contractor\'s risk.

G.6 [ADVANCE AGREEMENT ON CONTRACT TRANSITION AND TREATMENT OF CERTAIN
COST ITEMS]{.underline}

**a. Preamble**

The Government has elected, pursuant to the Preamble of this contract
NAS 9-20000 and as contemplated by Article H-21, Right of Assignment, of
contract NAS 8-36300, to transition the effort performed under NAS
8-36300 to this contract. The effort performed under contract NAS
8-36300 will be performed, subsequent to its transition, by USBI as a
subcontract under this contract for the period July 1, 1998, through
September 30, 1999, after which latter date the effort may be assumed by
the contractor. The Government's overall intent of this transition is
that effort currently performed under contract NAS 8-36300 be continued
essentially unchanged, except for programmatic/technical changes as may
be directed by the Government, throughout the transition process. The
Government's further intent is that substantive aspects of the
negotiated price arrangement of contract NAS 8-36300 not be
significantly affected by this transition. Accordingly, certain
determinations will be made herein regarding establishment of contract
value and treatment of cost items for work begun under contract NAS
8-36300 and continued under this contract. This method of transition of
the SRB effort is consistent with the contractor's Make or Buy
determination and shall not be construed as a directed subcontract under
the SFOC contract.

b.  **Establishment of Contract Value**

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1.  The Government has determined that the estimated cost of the work
    contemplated by contract NAS 8-36300 will remain unchanged by the
    transition process and will be split between NAS 8-36300 and the
    subcontract under this contract. Accordingly, the Government will
    determine the estimated cost of the subcontract, which will be the
    difference between the estimated cost of NAS 8-36300 as it exists
    immediately prior to transition to this contract and the actual
    costs incurred by USBI prior to the subcontract effective date of
    July 1, 1998.

2.  The Government has determined that the target cost of the work
    contemplated by contract NAS 8-36300 will remain unchanged by the
    transition process and will be allotted in its entirety to the
    subcontract under this contract. Accordingly, the target cost of the
    subcontract under this contract will be the target cost of NAS
    8-36300 as it exists immediately prior to transition to this
    contract.

3.  The Government has determined that the award fee available under
    contract NAS 8-36300 will remain unchanged by the transition process
    and will be allocated between NAS 8-36300 and the subcontract under
    this contract. Accordingly, the amount of award fee available under
    the subcontract under this contract will be the difference between
    the total available award fee under NAS 8-36300 as it exists
    immediately prior to transition and the amount made available to be
    earned under that contract through the adjusted completion date of
    June 30, 1998.

4.  The Government has determined that the performance fee available
    under contract NAS 8-36300 will remain unchanged by the transition
    process and will be allocated between contract NAS 8-36300 and the
    subcontract under this contract. Accordingly, the amount of
    performance fee available under the subcontract under this contract
    will be the difference between the total performance fee available
    under NAS 8-36300 and the amount of performance fee agreed to be
    available for performance of NAS 8-36300 through the adjusted
    completion date of June 30, 1998.

5.  The Government has determined that the cost incentive fee available
    under contract NAS 8-36300 will remain unchanged by the transition
    process and will be allocated in its entirety to the subcontract
    under this contract. Accordingly, the subcontract under this
    contract will reflect the minimum, target, and maximum cost
    incentive fee amounts existing in this contract immediately prior to
    execution of the modification which adjusts the completion date to
    June 30, 1998.

> i\) The sharing and other provisions of the incentive fee arrangement
> set forth in Clause B.4 of contract NAS 8-36300 shall be incorporated
> in the subcontract under this contract.

ii. For purposes of determination of earned incentive fee under the
    subcontract, the subcontractor's incurred costs shall be the sum of
    allowable costs incurred under contract NAS 8-36300 through its
    adjusted completion date of June 30, 1998, as determined by the
    Government after settlement of final indirect rates, and costs
    incurred under the subcontract under this contract.

iii. The payment of earned incentive fee as finally determined under the
     subcontract under this contract shall be the difference between the
     earned incentive fee as determined under the subcontract less
     provisional payments previously made under NAS 8-36300.

iv. In the event the total amount of incentive fee provisionally paid to
    the USBI under NAS 8-36300 and the subcontract under this contract
    exceeds the amount finally determined to have been earned by USBI,
    the difference will be reimbursed by the contractor to the
    Government, with interest pursuant to U.S. Treasury rates, in a
    manner prescribed by the contracting officer.

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6.  The Government recognizes that the foregoing methodology of
    establishing the subcontract value will result in a total
    subcontract fee amount that appears to exceed the regulatory limit.
    However, taking the NAS 8-36300 contract value into account is
    necessary to establish the proper relationship to the regulatory
    limit.

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c.  **Allowability and Allocability of Transition Costs**

Reasonable costs incurred by the subcontractor on or after the effective
date of the subcontract to facilitate and effect the transition of work
from contract NAS 8-36300 to the subcontract under this contract shall
be allocated to the subcontract.

i.  This provision does not make a determination as to the allowability
    of transition costs. However, the Government recognizes that
    transition costs incurred to effect the transition of work from NAS
    8-36300 to the subcontract under this contract, or to effect
    transition of work from the subcontract to the core ("make") work
    under this contract, are not considered to be organization costs
    within the meaning of FAR Part 31.

ii. Costs incurred for the closeout of contract NAS 8-36300 subsequent
    to the adjusted completion date of June 30, 1998, shall not be an
    allowable cost under the subcontract under this contract.

iii. Transition costs incurred by the subcontractor shall not be
     considered an incurred cost for purposes of the subcontract earned
     incentive fee determination.

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d.  **Allowability and Allocability of Employee Severance Pay**

Severance pay for USBI employees hired by the contractor or a
subcontractor under this contact and subsequently terminated, other than
termination for cause, within six months shall receive severance
consistent with USBI practices in effect as of June 30, 1998. Severance
pay shall be considered reasonable, allowable, and allocable to the
extent they would be reasonable, allowable, and allocable under USBI's
approved practices as of that date.

e.  **Allowability of Pension Plan Costs**

In the event that the USBI Pension Plan is transferred to USA, USA will
pay for any prepayment credits in the USBI pension plan which arise due
to a "timing difference" between allowable costs under U.S. Government
Cost Accounting Standards and the Federal Acquisition Regulation and
required cash funding under ERISA and the Internal Revenue Code. These
costs shall be considered allowable to the extent that they are
allocable and reasonable.

f.  **Amortized Rate Credit Associated with 1991 Reduction in Force
    (RIF)**

USBI will be reimbursed for the balance of credits associated with the
1991 RIF Amortization Agreement between the U.S. Government and United
Technologies Corporation. Payment will be accordance with the agreed-to
amortization schedule and applies to the final eight (8) quarters
(1/1/2000 - 12/31/2001) at \$43,116 per quarter. These costs are
considered reasonable, allowable, and allocable under the SFOC contract
to the extent they would be so considered under contract NAS 8-36300.

**g. Open Change Orders**

The parties agree that there exist change orders executed under NAS
8-36300 which will not have been definitized as of the transition date
of July 1, 1998, and those change orders will be definitized via
modification(s) to the subcontract under this contract. The
subcontractor shall continue to perform the statement of work of the
subcontract under this contract, as changed. Nothing in this paragraph
g, however, will be construed to alter the methodology set forth in
paragraph b above."

G.7 [FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY OF]{.underline}

[CONTRACTORS]{.underline}

(a) The Contractor shall submit annually a NASA Form (NF) 1018, Report
    of Government-

> Owned/Contractor-Held property, in accordance with 1845.505-14, the
> instructions on the form, and subpart 1845.71. The contractor's system
> shall be capable of reporting the value of all NASA tagged equipment
> (including special test equipment, special tooling and agency peculiar
> property) in the contractor's or its subcontractors' custody at
> acquisition cost, which shall include costs incurred to bring the
> property to a form and location suitable for its use. Material will be
> reported using generally accepted accounting principles for inventory
> valuation based upon acquisition costs.

(b) If administration of this contract has been delegated to the
    Department of Defense, the original of NF 1018 shall be submitted to
    the NASA Center Deputy Chief Financial Officer (Finance) and three
    copies shall be sent concurrently through the DOD Property
    Administrator to the NASA office identified below. If the contract
    is administered by NASA, the original of NF 1018 shall be submitted
    to the NASA Center Deputy Chief Financial Officer: Johnson Space
    Center, Mail Code JB3, Houston, Texas 77058.

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c.  The annual reporting period shall be from October 1 of each year
    through September 30 of the following year. The information
    contained in these reports is entered into the NASA accounting
    system to reflect current asset values for agency financial
    statement purposes. Therefore, it is essential that required reports
    be received no later than October 31. The Contracting Officer may,
    in the Government's interest, withhold payment until a reserve not
    exceeding \$25,000 or 5% of the amount of the contract, whichever is
    less, has been set aside, if the Contractors fails to submit the
    annual NF 1018 reports when due. Such reserve shall be withheld
    until the Contracting Officer has determined that the required
    reports have been received by the Government. The withholding of any
    amount, or the subsequent payment thereof, shall not be construed as
    a waiver of any Government right.

d.  A final report is required within 30 days after disposition of all
    property subject to reporting when the contract performance period
    is complete."

G.8 [USE OF GOVERNMENT PRODUCTION AND RESEARCH PROPERTY ON A NO-CHARGE
BASIS (1852.245-80)(MAR 89)]{.underline}

In performing this contract, the Contractor is authorized to use on a
no-charge, non-interference basis the Government-owned production and
research property provided to the Contractor under the contract(s)
specified below and identified in the cognizant Contracting Officer's
letter approving use of the property. Use is authorized on the basis
that it will not interfere with performance of the Government
contract(s) under which the property was originally furnished. Use shall
be in accordance with the terms and conditions of these contracts and
the cognizant Contracting Officer's approval letter.

Contract Numbers: [None for Phase I]{.underline}

G.9 [DESIGNATION OF CONTRACTING OFFICER'S TECHNICAL MANAGEMENT
REPRESENTATIVES]{.underline}

The COTR may elect to have one or more Technical Management
Representatives (TMRs) for the purposes of monitoring of and insight
into specified work areas. The TMRs will be appointed in writing by the
Contracting Officer. The TMR's authority will be limited to that
specified in the Contracting Officer's Letter of Appointment. Contractor
change notification requirements are identical to those reflected in
Clause G.5.

G.10 [BADGING REQUIREMENTS FOR FOREIGN NATIONALS]{.underline}

\(a\) A contractor or subcontractor employee who is not a US Citizen and
does not have a permanent resident alien "green" card on his or her
person may not be admitted to a NASA installation for purposes of
performing work without special arrangements. If foreign nationals are
to be used for work on a NASA installation, advance notice must be given
to the cognizant NASA Security Office through the Contracting Officer at
least 3 weeks prior to the scheduled need for access.

\(b\) Appendix D of the NASA Security Handbook (NHB 1620.3) will be used
as the guide for processing badges for unescorted access to a NASA
installation by foreign nationals. The following specific information
must be provided for each such foreign national:

\(1\) Complete name and address of employee,

\(2\) Company name and address,

\(3\) Contract number,

\(4\) Detailed description of employee's duties,

\(5\) Nationality,

\(6\) Date and place of birth (country of origin),

\(7\) Passport number and expiration date,

\(8\) Employment authorization and/or work permit number issued by the
Immigration and Naturalization Service,

\(9\) Access requirements (i.e., building number(s), controlled access
areas, automated information systems, etc.), and,

\(10\) Duration of need for access to NASA site.

\(c\) The cognizant NASA Security Office will make arrangements for
appropriate badging for foreign national contractor employees or will
notify the contractor if unescorted access is denied or delayed.

\(d\) The Contractor agrees that it will not employ for the performance
of work on site at a NASA installation any individuals who are not
legally authorized to work in the United States.

G.11 [GOVERNMENT-FURNISHED PROPERTY ***-*** SPECIAL
PROVISION]{.underline}

\(a\) For performance of work under this contract, the Government will
make available Government Furnished Property (GFP) identified in
Attachment J-9 on a no-charge-for-use-basis. In accordance with the
Government Property clause of this contract, the Contractor is
accountable for that property, except where identified for contractor
"use only".

\(b\) The Government shall have the option to purchase any property (as
defined in FAR 45.101) acquired, manufactured, or constructed in support
of this contract if title does not already vest with the Government by
other provisions of this contract. The acquisition price to the
Government shall be the contractor's net book value, if any, of that
property at the time of the Government's purchase.

\(c\) The contractor shall plan, manage, and implement all restoration,
modernization, maintenance, and repair projects that are associated with
the property identified in Attachment J-9 (excluding that property in
Attachment J-9 identified for contractor "use only"), and have an
estimated cost for implementation of less than above mentioned property,
that have an estimated cost for implementation of less than \$500,000.
The contractor shall also plan, manage, and implement new construction
projects associated with the above mentioned property, that have an
estimated cost for implementation of less than \$500,000 and are
required to effectively perform other work required under this contract.
These projects will be authorized in accordance with the provisions of
clause H.20 (b).

\(d\) The Contractor shall incorporate paragraph (b) of this clause in
all subcontracts with companies having an ownership interest in the
Contractor performing this contract.

\(e\) The Contractor within their Government Property Accountability
System maintains a current listing of GFP.

G.12 [INSTALLATION PROVIDED SERVICES (IPS)]{.underline}

For performance of work under this contract, the Government will make
available the IPS identified in Attachment J-10 on a
no-charge-for-use-basis The IPS will be provided to the extent that it
is available and approved for use by the Contracting Officer. Attachment
J-10 delineates any special provisions associated with the IPS at
different locations. IPS may be provided in support of contract work
which is performed both on-site and off-site. "On site" means within the
physical boundaries of the Centers identified in Attachment J-10 and any
other local area they occupy an use for the conduct of Center activities
(e.g., part of Ellington Field near to and used by Johnson Space Center.
"Off-site" refers to contractor facilities (leased or owned) in
reasonably close proximity to their related NASA centers. To the extent
that the IPS described in Attachment J-10 are designated as furnished to
"off-site" facilities, they will in many cases be physically performed
on-site at the related Center (e.g., photography services, calibration
service). If the Government fails to provide the IPS specified in
Attachment J-10 and that failure adversely affects the Contractor's
ability to perform the contract, the Contracting Officer shall, upon
timely written request from the Contractor, (1) make a determination of
the effect on the Contractor and (2) equitably adjust the contract in
accordance with the procedures provided in the Changes clause of the
contract. Such equitable adjustments, however, shall not include
adjustments to fee.

G.13 [SPECIAL COST PROVISIONS]{.underline}

Without otherwise affecting the applicability of the cost principles set
forth in FAR Part 31 and pursuant to the terms of FAR 52.216-7,
*Allowable Cost and Payment*, the Contractor shall be reimbursed for
such actual and allowable expenditures incurred in the performance of
work required by this contract as may be approved by the Contracting
Officer subject to the following limitations and provisions:

\(a\) *Reimbursement Ceiling Rates*

*.* (1) The contractor's site Overheads and General and Administrative
(G&A) costs will be subject to ceiling rates set forth below if the
Contractor has overrun the Target Cost of this contract. Any overrun
will be determined in accordance with the incentive fee provisions of
this contract.

FOIA EXEMPTION b4

\(2\) If the Contractor has performed within the Target Cost, ceiling
rates will not be applied. If the contractor overruns the target cost,
such that the ceiling rates become effective, the rates will only apply
to the extent necessary to eliminate the overrun.

\(3\) In an overrun condition, costs attributable to a rate increase at
completion in excess of the ceiling rates set forth above shall be
unallowable unless caused by compliance with new state or Federal
requirements. If the contractor incurs costs in excess of the ceiling
rates and wishes to obtain reimbursement, it shall submit a proposal
setting forth fully and completely the facts and circumstances believed
to be responsible for the incurrence of costs above the ceiling(s). An
equitable adjustment may be made in the contract ceiling(s) if and to
the extent that the Contractor's proposal demonstrates that costs
incurred in excess of the ceilings were attributable to the
circumstances described above and were not reasonably susceptible to
being offset by reasonable and prudent reductions in indirect costs in
other areas within the Contractor's control. Unallowable costs shall not
be recovered under this or any other Government contract.

\(4\) The Contractor shall not make changes to its methods of allocating
costs which are subject to ceilings and charge these costs to indirect
expense pools without ceilings without the approval of the Contracting
Officer.

\(b\) *Provisional Billing Rates.* Provisional Billing rates for
indirect cost pools shall be established by the Contracting Officer
based on proposals from the Contractor, and after review of Government
auditors. These provisional rates shall be specified in writing and may
be revised, either retroactively or prospectively, by the Contracting
Officer.

\(c\) Bid and Proposal (B&P) Costs, B&P costs for any recompetition of
this contract NAS9-20000 have not been included in the estimated cost of
this contract, but will be reimbursable to the extent they are otherwise
allowable, allocable, and reasonable. For the purpose of determining the
Contractor's fee earnings under the cost incentive fee provisions of
this contract, the Contractor's B&P costs incurred in support of a
follow-on or recompetition of this contract, up to a limit of \$29M,
shall not be included in the "total allowable cost" used to determine
the incentive fee payable, if any. At the time of the settlement for
Option 1 little was known about the manner in which any recompetition
would manifest itself (number of proposals, options, timing, etc) so
preparation of a single proposal with essentially the same scope that
currently exists in the SFOC was assumed which would be definitized by
September 30, 2004. In the event the existing scope is divided so as to
require multiple proposals, or if definitization is planned for later
than September 30, 2004, the contractor may submit a request for
adjustment, and the parties agree to negotiate an appropriate upward
adjustment to the limit set forth above. Any such request for adjustment
must be submitted to the Contracting Officer no later than 30 days after
the release of the first formal RFP for the recompetition effort. If the
RFP is subsequently modified to extend the proposal due date beyond
September 30, 2004, the contractor may submit a request for adjustment
to the limit no later than 30 days after the date of that RFP
modification.

\(d\) *Relocation Costs.*

\(1\) Reimbursement for relocation costs shall be in accordance with the
provisions of FAR 31.205-35 or the most economical rates commercially
available. No relocation costs will be reimbursable under this contract
for employees whose residence at time of hiring or assignment to this
contract was within a 50 mile radius of the applicable place of contract
performance.

\(2\) It is mutually agreed that upon expiration or termination of this
contract, the Contractor shall not be entitled to reimbursement for cost
of employee relocation.

\(e\) *Household Goods Shipments.*

\(1\) Movement of household goods and personal effects of Contractor
employees, when the total transportation costs are to be reimbursed by
the Government, shall be made by carriers furnishing reduced rates under
Section 10721 (formerly Section 22) quotations of the Interstate
Commerce Act or commercial rates if more economically advantageous. The
Contractor will inform the Chief, Transportation Branch, Mail Code JB,
Lyndon B. Johnson Space Center, Houston, Texas 77058, of each planned
movement; and that office will provide the Contractor with applicable
instructions for household goods movement if Section 10721 rates have
been utilized and such other support or guidance that is requested.

\(2\) The Contractor shall furnish the Chief, Transportation Branch/JSC
with advance information of any planned mass movement of personnel (25
or more families) 30 or more days prior to the start of any major
relocations.

\(3\) Carrier's bill of lading and related shipping documents will be
annotated with the following statement:

> "TRANSPORTATION HEREUNDER IS FOR THE GOVERNMENT, AND THE ACTUAL TOTAL
> TRANSPORTATION CHARGES PAID TO THE CARRIER OR CARRIERS ARE TO BE
> REIMBURSED BY THE GOVERNMENT"

\(4\) One copy of all carrier's bills of lading will be furnished to the
Chief, Transportation Branch/JSC on movements of household goods and
personal effects which are the results of the relocation of Contractor
employees when the total transportation costs are to be reimbursed by
the Government. Requests for deviations from the procedures established
by this clause shall be in writing and addressed to the Contracting
Officer.

\(5\) Such requests must be made prior to the proposed move and in
sufficient time for the Contracting Officer to make a decision. Failure
to comply with the provisions of this clause may result in the
disallowance of costs, which are in excess of those which would have
resulted from utilization of reduced rate obtainable under the
provisions of the clause.

\(f\) *Travel*. Travel required in the performance of work under this
contract must be in accordance with the Contractor's Government-approved
written travel policy.

\(g\) *Severance Pay*. Reimbursement of severance pay shall be in
accordance with FAR 31.205-6(g). However, in no event shall the
Government reimburse the Contractor for severance pay for any Contractor
employee who voluntarily elects to stay in place and work for a
succeeding contractor.

\(h\) *Fringe Benefits*. The Contractor shall inform the Contracting
Officer of all proposed changes in fringe benefits prior to such changes
being implemented. Fringe benefits include, but are not limited to, such
items as health insurance, life insurance, pension plans, retiree health
care, savings plans, education assistance and leave policies.
Notwithstanding FAR 31.205-6(m), failure to comply with the terms of
this clause may result in the disallowance of costs.

\(i\) *Construction of Facilities*. No profit or fee shall be allowed on
the cost of "Construction of facilities" (as defined in NHB 8820.2,
"Facility Project Implementation Handbook") purchased for the account of
the Government under this contract including any cost type subcontract
at any tier.

\(j\) *Defined Benefit Pension Costs*, Defined benefit pension plan
costs have not been included in the target cost of this contract for
Option 1, but will be reimbursable to the extent they are otherwise
allowable, allocable and reasonable. For the purposes of determining the
contractor's fee earnings under the cost incentive fee provisions of
this contract, the contractor's defined benefit pension costs incurred
shall not be included in the "total allowable cost" used to determine
the incentive fee payable, if any. Similarly, for the purpose of
determining cost performance with regard to award fee criteria in the
SFOC, cost associated with the Defined Benefit Pension Plan will be
excluded.

G.14 [SMALL BUSINESS SUBCONTRACTING GOALS]{.underline} (JSC 52.219-90)
(JUNE 2001)

> For purposes of this clause, the terms, "HUBZone Small Business
> Concern," "Small Disadvantaged Business Concern," "Veteran-Owned Small
> Business Concern," "Women-Owned Small Business Concern," and
> "Historically Black College or University (HBCU)" are defined in
> paragraph 2.101 of the Federal Acquisition Regulation.
>
> The total small business goal, expressed as a percent of total
> contract value, is \_[18]{.underline}\_ percent, including options.
> The small business percentage goal, (18 percent), includes the
> following goals expressed as a percent of total contract value:
>
> Small Disadvantaged Business Concerns \_\_ [6]{.underline}\_\_ percent
>
> Woman-Owned Small Business Concerns \_[\_ 2]{.underline}\_\_ percent
>
> HUBZone Small Business Concerns \_\_[TBD]{.underline}\_\_ percent
>
> Service-Disabled Veteran-Owned Small \_\_[TBD]{.underline}\_\_ percent
>
> Business Concern
>
> Veteran-Owned Small Business Concern \_\_[TBD]{.underline}\_\_ percent
>
> HBCU's (includes other minority institutions \_\_[TBD]{.underline}\_\_
> percent

G.15 [TECHNOLOGY TRANSFER]{.underline}

\(a\) The Contractor shall support, and participate in, the Government's
Technology Transfer Program by assisting in the transfer of technology
developed under government contracts to the private sector. The
contractor's participation may include a number of different activities
including the following:

\(1\) Dual-use technology development of cutting edge technology having
applications both within and outside the aerospace community.

\(2\) Collaborative efforts with third parties for the purpose of
transferring technology.

\(3\) Government sponsored technology outreach and industry assistance
programs that further the transfer of technology.

\(4\) Applications engineering work for the purpose of adapting the
developed technology to a specific commercial use.

All projects and associated agreements will be coordinated with the COTR
and the Contracting Officer, or their appointed designees. Agreements
will state funding requirements, project description, scope of project,
reporting requirements, and responsible NASA and contractor personnel.
Ownership of rights to the technology developed under these
collaborative and partnership activities shall be addressed in the
individual agreements.

\(b\) The Contractor shall establish a written plan to further the
transfer of technology developed under Government contracts which is
consistent with NASA's "Agenda for Change" dated June 1994. This policy
shall include:

\(1\) Education and training: The Contractors' commitment to educating
and training its work force in technology transfer activities.

\(2\) Subcontractors: The Contractors' commitment to assist
subcontractors with technology transfer activities.

\(3\) Commercialization: The Contractor's commitment to outreach
activities aimed at marketing and commercializing technology being used
under this contract.

\(c\) The Contractor shall submit interim reports every 12 months from
the effective date of this contract which explains their progress in
meeting the objectives of their Technology Transfer Plan to the
Technology Transfer and Commercialization Office (see 1852.227-72 in
clause G.1).

**G.16** [MANAGEMENT OF POST DD 250 PROPERTY]{.underline}

The parties agree that the International Space Station (ISS) Contract
(Boeing NAS 15-10000) will retain accountability of ISS Government
Property to be delivered to the International Space Station. This
accountability will occur when assets have been transitioned from the
Design, Development, Test, and Evaluation phase to Integration &
Operations (I&O) of the NAS 15-10000 contract.

The parties agree that Integration Prime Contractors' must report any
loss, damage, or destruction of such ISS property in their possession,
or in the possession of their subcontractors, to the Boeing Property
Manager, as well as the delegated NASA or DOD Government Property
Administrator cognizant of the Integration Prime Contractors' when the
property is accountable to the NAS 15-10000 Contract. The parties agree
to cooperatively communicate any such incidents or related issues to the
Boeing Property Manager.

This clause does not add to or diminish the Integration Prime
Contractors' rights, responsibilities, or obligations with respect to
ISS property accountable to the ISS Contract (NAS 15-10000) in their
possession. In addition, this clause does not relieve the Integration
Prime Contractors' from any other property provisions set forth in their
respective contracts.