PART II - CONTRACT CLAUSES

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SECTION I - CONTRACT CLAUSES

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**I.1 CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2)(FEB 1998)**

This contract incorporates one or more clauses by reference, with the
same force and effect as if they were given in full text. Upon request,
the Contracting Officer will make their full text available. Also, the
full text of a clause may be accessed electronically at this/these
address(es):

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_http://www.arnet.gov/far/\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_http://www.hq.nasa.gov/office/procurement/regs/nfstoc.htm\_\_\_

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

> CLAUSE
>
> NUMBER DATE TITLE

52.202-1 MAY 2001 DEFINITIONS

52.203-3 APR 1984 GRATUITIES

52.203-5 APR 1984 COVENANT AGAINST CONTINGENT FEES

52.203-6 JUL 1995 RESTRICTIONS ON SUBCONTRACTOR SALES

TO THE GOVERNMENT

52.203-7 JUL 1995 ANTI-KICKBACK PROCEDURES

52.203-8 JAN 1997 CANCELLATION, RESCISSION AND RECOVERY

OF FUNDS FOR ILLEGAL OR IMPROPER

ACTIVITY

52.203-10 JAN 1997 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR

IMPROPER ACTIVITY

52.203-12 JUN 1997 LIMITATION ON PAYMENTS TO INFLUENCE

CERTAIN FEDERAL TRANSACTIONS

52.204-2 AUG 1996 SECURITY REQUIREMENTS

52.204-4 AUG 2000 PRINTED OR COPIED DOUBLE-SIDED ON

RECYCLED PAPER

52.209-6 JUL 1995 PROTECTING THE GOVERNMENT\'S INTEREST

WHEN SUBCONTRACTING WITH

CONTRACTORS DEBARRED, SUSPENDED, OR

PROPOSED FOR DEBARMENT

52.211-15 SEP 1990 DEFENSE PRIORITY AND ALLOCATION

REQUIREMENTS

52.215-2 JUN 1999 AUDIT AND RECORDS\--NEGOTIATION

52.215-8 OCT 1997 ORDER OF PRECEDENCE - UNIFORM

CONTRACT FORMAT

52.215-11 OCT 1997 PRICE REDUCTION FOR DEFECTIVE COST OR

PRICING DATA\-- MODIFICATIONS

52.215-13 OCT 1997 SUBCONTRACTOR COST OR PRICING DATA -

MODIFICATIONS

52.215-15 DEC 1998 PENSION ADJUSTMENTS AND ASSET

REVERSIONS

52.215-17 OCT 1997 WAIVER OF FACILITIES CAPITAL COST OF

MONEY

52.215-18 OCT 1997 REVERSION OR ADJUSTMENT OF PLANS FOR

POSTRETIREMENT BENEFITS (PRB) OTHER

THAN PENSIONS

52.215-19 OCT 1997 NOTIFICATION OF OWNERSHIP CHANGES

52.215-21 OCT 1997 REQUIREMENTS FOR COST OR PRICING DATA

OR INFORMATION OTHER THAN COST OR

PRICING DATA \-- MODIFICATIONS

52.216-7 MAR 2000 ALLOWABLE COST AND PAYMENT

52.216-18 OCT 1995 ORDERING Insert "October 1, 2003,

through September 30, 2004" in paragraph (a) (Annex 3)

52.217-8 NOV 1999 OPTION TO EXTEND SERVICES

52.217-9 MAR 2000 OPTION TO EXTEND THE TERM OF THE

CONTRACT

Insert \"30 days\" and \"60 days\", respectively, in

paragraph (a). Insert \"4.5 years\" in paragraph (c).

52.219-6 JUL 1996 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE

52.219-8 OCT 2000 UTILIZATION OF SMALL BUSINESS CONCERNS

52.219-14 DEC 1996 LIMITATION ON SUBCONTRACTING

52.222-1 FEB 1997 NOTICE TO THE GOVERNMENT OF LABOR

DISPUTES

52.222-3 AUG 1996 CONVICT LABOR

52.222-4 SEP 2000 CONTRACT WORK HOURS AND SAFETY

STANDARDS ACT - OVERTIME COMPENSATION

52.222-21 FEB 1999 PROHIBITION OF SEGREGATED FACILITIES

52.222-26 FEB 1999 EQUAL OPPORTUNITY

52.222-35 APR 1998 AFFIRMATIVE ACTION FOR DISABLED

VETERANS AND VETERANS OF THE VIETNAM

ERA

52.222-36 JUN 1998 AFFIRMATIVE ACTION FOR WORKERS WITH

DISABILITIES

52.222-37 JAN 1999 EMPLOYMENT REPORTS ON DISABLED

VETERANS AND VETERANS OF THE VIETNAM

ERA

52.222-41 MAY 1989 SERVICE CONTRACT ACT OF 1965, AS

AMENDED

52.223-3 JAN 1997 HAZARDOUS MATERIAL IDENTIFICATION AND

MATERIAL SAFETY DATA (ALTERNATE I) (JUL

> 1995\) Insert \"ammunition and weapon cleaning solvents\" in paragraph
> (b).

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

KNOW INFORMATION

52.223-10 AUG 2000 WASTE REDUCTION PROGRAM

52.224-2 APR 1984 PRIVACY ACT

52.225-13 JUL 2000 RESTRICTIONS ON CERTAIN FOREIGN

PURCHASES

52.227-1 JUL 1995 AUTHORIZATION AND CONSENT

52.227-2 AUG 1996 NOTICE AND ASSISTANCE REGARDING PATENT

AND COPYRIGHT INFRINGEMENT

52.227-16 JUN 1987 ADDITIONAL DATA REQUIREMENTS

52.228-7 MAR 1996 INSURANCE\--LIABILITY TO THIRD PERSONS

52.232-17 JUN 1996 INTEREST

52.232-18 APR 1984 AVAILABILITY OF FUNDS

52.232-22 APR 1984 LIMITATION OF FUNDS

52.232-23 JAN 1986 ASSIGNMENT OF CLAIMS

52.232-25 MAY 2001 PROMPT PAYMENT

Insert \"30th\" in paragraph (b)(1).

52.232-25 MAY 2001 PROMPT PAYMENT (ALTERNATE I)(DEC 2000)

(DEVIATION-NASA PIC 00-26)

For interim payments under this cost-reimbursement service contract, the
following

paragraphs of the basic clause do not apply: (a)(2), (a)(4)(ii),
(a)(4)(iii), and (a)(5)(i). Substitute the following paragraphs for
(a)(1)(i) and (a)(3) of the basic clause:

\(a\) Invoice payments\--(1) Due date. (i) For purposes of computing
late payment interest penalties that may apply, the due date for payment
is the 30th day after the designated office receives a proper invoice.

(a)(3) Contractor\'s invoice. Invoices for interim payments must be
submitted to the office designated in the contract and comply with all
other requirements as specified elsewhere in the contract. If the
invoice does not comply with the contract requirements, it shall be
returned within 7 days after the date the designated office received the

invoice.

52.232-34 MAY 1999 PAYMENT BY ELECTRONIC FUNDS TRANSFER-

OTHER THAN CENTRAL CONTRACTOR

REGISTRATION

Insert no later than 15 days prior to submission of

the first request for payment in Paragraph (b)(1).

52.233-1 DEC 1998 DISPUTES (ALTERNATE I) (DEC 1991)

52.233-3 AUG 1996 PROTEST AFTER AWARD (ALTERNATE I) (JUN

1985\)

52.237-2 APR 1984 PROTECTION OF GOVERNMENT BUILDINGS,

EQUIPMENT, AND VEGETATION

52.237-3 JAN 1991 CONTINUITY OF SERVICES

52.239-1 AUG 1996 PRIVACY OR SECURITY SAFEGUARDS

52.242-1 APR 1984 NOTICE OF INTENT TO DISALLOW COSTS

52.242-3 MAY 2001 PENALTIES FOR UNALLOWABLE COSTS

52.242-4 JAN 1997 CERTIFICATION OF FINAL INDIRECT COSTS

52.242-13 JUL 1995 BANKRUPTCY

52.243-2 AUG 1987 CHANGES\--COST-REIMBURSEMENT

(ALTERNATE I) (APR 1984)

52.244-2 AUG 1998 SUBCONTRACTS (ALTERNATE I) (AUG 1998)

Insert Wackenhut Services, Inc., in paragraph k

52.244-5 DEC 1996 COMPETITION IN SUBCONTRACTING

52.244-6 MAY 2001 SUBCONTRACTS FOR COMMERCIAL ITEMS AND

COMMERCIAL COMPONENTS

52.245-1 APR 1984 PROPERTY RECORDS

52.245-5 JAN 1986 GOVERNMENT PROPERTY (COST-

REIMBURSEMENT, TIME-AND-MATERIAL, OR

LABOR-HOUR CONTRACTS)

52.246-25 FEB 1997 LIMITATION OF LIABILITY\-- SERVICES

52.248-1 FEB 2000 VALUE ENGINEERING

52.249-6 SEP 1996 TERMINATION (COST-REIMBURSEMENT)

52.253-1 JAN 1991 COMPUTER GENERATED FORMS

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

> CLAUSE
>
> NUMBER DATE TITLE

1852.203-70 JUN 2001 DISPLAY OF IG HOTLINE POSTERS

1852.204-74 AUG 2000 CENTRAL CONTRACTOR REGISTRATION

1852.223-74 MAR 1996 DRUG- AND ALCOHOL-FREE WORKFORCE

1852.216-89 JUL 1997 ASSIGNMENT AND RELEASE FORMS

1852.219-74 SEP 1990 USE OF RURAL AREA SMALL BUSINESSES

1852.219-76 JUL 1997 NASA 8 PERCENT GOAL

1852.228-75 OCT 1988 MINIMUM INSURANCE COVERAGE

1852.237-70 DEC 1988 EMERGENCY EVACUATION PROCEDURES

1852.243-71 MAR 1997 SHARED SAVINGS

(End of clause)

**I.2 APPROVAL OF CONTRACT (FAR 52.204-1) (DEC 1989)**

This contract is subject to the written approval of the Johnson Space
Center Procurement Officer and shall not be binding until so approved.

(End of clause)

#### 

**I.3 PAYMENT FOR OVERTIME PREMIUMS (52.222-2)(JUL 1990)**

\(a\) The use of overtime is authorized under this contract if the
overtime premium does not exceed \$348,951 or the overtime premium is
paid for work.

\(1\) Necessary to cope with emergencies such as those resulting from
accidents, natural disasters, breakdowns of production equipment, or
occasional production bottlenecks of a sporadic nature;

\(2\) By indirect-labor employees such as those performing duties in
connection with administration, protection, transportation, maintenance,
standby plant protection, operation of utilities, or accounting;

\(3\) To perform tests, industrial processes, laboratory procedures,
loading or unloading of transportation conveyances, and operations in
flight or afloat that are continuous in nature and cannot reasonably be
interrupted or completed otherwise; or

\(4\) That will result in lower overall costs to the Government.

\(b\) Any request for estimated overtime premiums that exceeds the
amount specified above shall include all estimated overtime for contract
completion and shall\--

\(1\) Identify the work unit; *e.g*., department or section in which the
requested overtime will be used, together with present workload,
staffing, and other data of the affected unit sufficient to permit the
Contracting Officer to evaluate the necessity for the overtime;

\(2\) Demonstrate the effect that denial of the request will have on the
contract delivery or performance schedule;

\(3\) Identify the extent to which approval of overtime would affect the
performance or payments in connection with other Government contracts,
together with identification of each affected contract; and

\(4\) Provide reasons why the required work cannot be performed by using
multishift operations or by employing additional personnel.

(End of clause)

I.4 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES

(FAR 52.222-42)(MAY 1989)

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 U.S.C. 5341 or 5332. This Statement is for Information
Only: It is not a Wage Determination

Employee Class Monetary Wage\--Fringe Benefits

Security Officers Per CBA

Security Inspectors Per CBA

Emergency Operation Center Operators Per CBA

Badging Clerks Per CBA

Clearance Coordinators Per CBA

Customer Service Clerks Per CBA

(End of clause)

I.5 SERVICE CONTRACT ACT (SCA) MINIMUM WAGES AND FRINGE

BENEFITS (FAR 52.222-47)(MAY1989)

An SCA wage determination applicable to this work has been requested
from the U.S. Department of Labor. If an SCA wage determination is not
incorporated herein, the bidders/offerors shall consider the economic
terms of the collective bargaining agreement (CBA) between the incumbent
Contractor Omniplex and the UPGWA, Local 300; and the OPEIU, Local 129.
If the economic terms of the collective bargaining agreement or the
collective bargaining agreement itself is not attached to the
solicitation, copies can be obtained from the Contracting Officer.
Pursuant to Department of Labor Regulation, 29 CFR 4.1b and paragraph
(g) of the clause at 52.222-41, Service Contract Act of 1965, as
amended, the economic terms of that agreement will apply to the contract
resulting from this solicitation, notwithstanding the absence of a wage
determination reflecting such terms, unless it is determined that the
agreement was not the result of arm\'s length negotiations or that after
a hearing pursuant to section 4(c) of the Act, the economic terms of the
agreement are substantially at variance with the wages prevailing in the
area.

(End of clause)

I.6 DRUG-FREE WORKPLACE (FAR 52.223-6)(JAN 1997)

\(a\) Definitions. As used in this clause\--

\"Controlled substance\" means a controlled substance in schedules I
through V of section 202 of the Controlled Substances Act (21 U.S.C.
812) and as further defined in regulation at 21 CFR 1308.11 - 1308.15.

\"Conviction\" means a finding of guilt (including a plea of nolo
contendere) or imposition of sentence, or both, by any judicial body
charged with the responsibility to determine violations of the Federal
or State criminal drug statutes.

\"Criminal drug statute\" means a Federal or non-Federal criminal
statute involving the manufacture, distribution, dispensing, possession,
or use of any controlled substance.

\"Drug-free workplace\" means the site(s) for the performance of work
done by the Contractor in connection with a specific contract at which
employees of the Contractor are prohibited from engaging in the unlawful
manufacture, distribution, dispensing, possession, or use of a
controlled substance.

\"Employee\" means an employee of a Contractor directly engaged in the
performance of work under a Government contract.

\"Directly engaged\" is defined to include all direct cost employees and
any other Contractor employee who has other than a minimal impact or
involvement in contract performance.

\"Individual\" means an offeror/contractor that has no more than one
employee including the offeror/contractor.

\(b\) The Contractor, if other than an individual, shall\-- within 30
days after award (unless a longer period is agreed to in writing for
contracts of 30 days or more performance duration), or as soon as
possible for contracts of less than 30 days performance duration\--

\(1\) Publish a statement notifying its employees that the unlawful
manufacture, distribution, dispensing, possession, or use of a
controlled substance is prohibited in the Contractor\'s workplace and
specifying the actions that will be taken against employees for
violations of such prohibition;

\(2\) Establish an ongoing drug-free awareness program to inform such
employees about-

\(i\) The dangers of drug abuse in the workplace;

\(ii\) The Contractor\'s policy of maintaining a drug-free workplace;

\(iii\) Any available drug counseling, rehabilitation, and employee
assistance programs; and

\(iv\) The penalties that may be imposed upon employees for drug abuse
violations occurring in the workplace;

\(3\) Provide all employees engaged in performance of the contract with
a copy of the statement required by subparagraph (b)(1) of this clause;

\(4\) Notify such employees in writing in the statement required by
subparagraph (b)(1) of this clause that, as a condition of continued
employment on this contract, the employee will\--

\(i\) Abide by the terms of the statement; and

\(ii\) Notify the employer in writing of the employee\'s conviction
under a criminal drug statute for a violation occurring in the workplace
no later than 5 days after such conviction;

\(5\) Notify the Contracting Officer in writing within 10 days after
receiving notice under subdivision (b)(4)(ii) of this clause, from an
employee or otherwise receiving actual notice of such conviction. The
notice shall include the position title of the employee;

\(6\) Within 30 days after receiving notice under subdivision (b)(4)(ii)
of this clause of a conviction, take one of the following actions with
respect to any employee who is convicted of a drug abuse violation
occurring in the workplace:

\(i\) Taking appropriate personnel action against such employee, up to
and including termination; or

\(ii\) Require such employee to satisfactorily participate in a drug
abuse assistance or rehabilitation program approved for such purposes by
a Federal, State, or local health, law enforcement, or other appropriate
agency; and

\(7\) Make a good faith effort to maintain a drug-free workplace through
implementation of subparagraphs (b)(1) though (b)(6) of this clause.

\(c\) The Contractor, if an individual, agrees by award of the contract
or acceptance of a purchase order, not to engage in the unlawful
manufacture, distribution, dispensing, possession, or use of a
controlled substance while performing this contract.

\(d\) In addition to other remedies available to the Government, the
Contractor\'s failure to comply with the requirements of paragraph (b)
or (c) of this clause may, pursuant to FAR 23.506, render the Contractor
subject to suspension of contract payments, termination of the contract
or default, and suspension or debarment.

(End of clause)

I.7 RIGHTS IN DATA\--GENERAL (FAR 52.227-14)(JUN 1987)(AS MODIFIED BY

NFS 1852.227-14)

\(a\) Definitions. \"Computer software,\" as used in this clause, means
computer programs, computer data bases, and documentation thereof.

\"Data,\" as used in this clause, means recorded information, regardless
of form or the media on which it may be recorded. The term includes
technical data and computer software. The term does not include
information incidental to contract administration, such as financial,
administrative, cost or pricing, or management information.

\"Form, fit, and function data,\" as used in this clause, means data
relating to items, components, or processes that are sufficient to
enable physical and functional interchangeability, as well as data
identifying source, size, configuration, mating, and attachment
characteristics, functional characteristics, and performance
requirements; except that for computer software it means

data identifying source, functional characteristics, and performance
requirements but specifically excludes the source code, algorithm,
process, formulae, and flow charts of the software.

\"Limited rights,\" as used in this clause, means the rights of the
Government in limited rights data as set forth in the Limited Rights
Notice of subparagraph (g)(2) if included in this clause.

\"Limited rights data,\" as used in this clause, means data (other than
computer software) that embody trade secrets or are commercial or
financial and confidential or privileged, to the extent that such data
pertain to items, components, or processes developed at private expense,
including minor modifications thereof.

\"Restricted computer software,\" as used in this clause, means computer
software developed at private expense and that is a trade secret; is
commercial or financial and is confidential or privileged; or is
published copyrighted computer software, including minor modifications
of such computer software.

\"Restricted rights,\" as used in this clause, means the rights of the
Government in restricted computer software, as set forth in a Restricted
Rights Notice of subparagraph (g)(3) if included in this clause, or as
otherwise may be provided in a collateral agreement incorporated in and
made part of this contract, including minor modifications of such
computer software.

\"Technical data,\" as used in this clause, means data (other than
computer software) which are of a scientific or technical nature.

\"Unlimited rights,\" as used in this clause, means the right of the
Government to use, disclose, reproduce, prepare derivative works,
distribute copies to the public, and perform publicly and display
publicly, in any manner and for any purpose, and to have or permit
others to do so.

\(b\) Allocation of rights. (1) Except as provided in paragraph (c) of
this clause regarding copyright, the Government shall have unlimited
rights in\--

\(i\) Data first produced in the performance of this contract;

\(ii\) Form, fit, and function data delivered under this contract;

\(iii\) Data delivered under this contract (except for restricted
computer software) that constitute manuals or instructional and training
material for installation, operation, or routine maintenance and repair
of items, components, or processes delivered or furnished for use under
this contract; and

\(iv\) All other data delivered under this contract unless provided
otherwise for limited rights data or restricted computer software in
accordance with paragraph (g) of this clause.

\(2\) The Contractor shall have the right to\--

\(i\) Use, release to others, reproduce, distribute, or publish any data
first produced or specifically used by the Contractor in the performance
of this contract, unless provided otherwise in paragraph (d) of this
clause;

\(ii\) Protect from unauthorized disclosure and use those data which are
limited rights data or restricted computer software to the extent
provided in paragraph (g) of this clause;

\(iii\) Substantiate use of, add or correct limited rights, restricted
rights, or copyright notices and to take other appropriate action, in
accordance with paragraphs (e) and (f) of this clause; and

\(iv\) Establish claim to copyright subsisting in data first produced in
the performance of this contract to the extent provided in subparagraph
(c)(1) of this clause.

\(c\) Copyright\--(1) Data first produced in the performance of this
contract. Unless provided otherwise in paragraph (d) of this clause, the
Contractor may establish, without prior approval of the Contracting
Officer, claim to copyright subsisting in scientific and technical
articles based on or containing data first produced in the performance
of this contract and published in academic, technical or professional
journals, symposia proceedings or similar works. The prior, express
written permission of the Contracting Officer is required to establish
claim to copyright subsisting in all other data first produced in the
performance of this contract. When claim to copyright is made, the
Contractor shall affix the applicable copyright notices of 17 U.S.C. 401
or 402 and acknowledgment of Government sponsorship (including contract
number) to the data when such data are delivered to the Government, as
well as when the data are published or deposited for registration as a
published work in the U.S. Copyright Office. For data other than
computer software the Contractor grants to the Government, and others
acting on its behalf, a paid-up, nonexclusive, irrevocable worldwide
license in such copyrighted data to reproduce, prepare derivative works,
distribute copies to the public, and perform publicly and display
publicly, by or on behalf of the Government. For computer software, the
Contractor grants to the Government and others acting in its behalf, a
paid-up nonexclusive, irrevocable worldwide license in such copyrighted
computer software to reproduce, prepare derivative works, and perform
publicly and display publicly by or on behalf of the Government.

\(2\) Data not first produced in the performance of this contract. The
Contractor shall not, without prior written permission of the
Contracting Officer, incorporate in data delivered under this contract
any data not first produced in the performance of this contract and
which contains the copyright notice of 17 U.S.C. 401 or 402, unless the
Contractor identifies such data and grants to the Government, or
acquires on its behalf, a license of the same scope as set forth in
subparagraph (c)(1) of this clause; provided, however, that if such data
are computer software the Government shall acquire a copyright license
as set forth in subparagraph (g)(3) of this clause if included in this
contract or as otherwise may be provided in a collateral agreement
incorporated in or made part of this contract.

\(3\) Removal of copyright notices. The Government agrees not to remove
any copyright notices placed on data pursuant to this paragraph (c), and
to include such notices on all reproductions of the data.

\(d\) Release, publication and use of data. (1) The Contractor shall
have the right to use, release to others, reproduce, distribute, or
publish any data first produced or specifically used by the Contractor
in the performance of this contract, except to the extent such data may
be subject to the Federal export control or national security laws or
regulations, or unless otherwise provided in this paragraph of this
clause or expressly set forth in this contract.

\(2\) The Contractor agrees that to the extent it receives or is given
access to data necessary for the performance of this contract which
contain restrictive markings, the Contractor shall treat the data in
accordance with such markings unless otherwise specifically authorized
in writing by the Contracting Officer.

\(e\) Unauthorized marking of data. (1) Notwithstanding any other
provisions of this contract concerning inspection or acceptance, if any
data delivered under this contract are marked with the notices specified
in subparagraph (g)(2) or (g)(3) of this clause and use of such is not
authorized by this clause, or if such data bears any other restrictive
or limiting markings not authorized by this contract, the Contracting
Officer may at any time either return the data to the Contractor, or
cancel or ignore the markings. However, the following procedures shall
apply prior to canceling or ignoring the markings.

\(i\) The Contracting Officer shall make written inquiry to the
Contractor affording the Contractor 30 days from receipt of the inquiry
to provide written justification to substantiate the propriety of the
markings;

\(ii\) If the Contractor fails to respond or fails to provide written
justification to substantiate the propriety of the markings within the
30-day period (or a longer time not exceeding 90 days approved in
writing by the Contracting Officer for good cause shown), the Government
shall have the right to cancel or ignore the markings at any time after
said period and the data will no longer be made subject to any
disclosure prohibitions.

\(iii\) If the Contractor provides written justification to substantiate
the propriety of the markings within the period set in subdivision
(e)(1)(i) of this clause, the Contracting Officer shall consider such
written justification and determine whether or not the markings are to
be cancelled or ignored. If the Contracting Officer determines that the
markings are authorized, the Contractor shall be so notified in writing.
If the Contracting Officer determines, with concurrence of the head of
the contracting activity, that the markings are not authorized, the
Contracting Officer shall furnish the Contractor a written
determination, which determination shall become the final agency
decision regarding the appropriateness of the markings unless the
Contractor files suit in a court of competent jurisdiction within 90
days of receipt of the Contracting Officer\'s decision. The Government
shall continue to abide by the markings under this subdivision
(e)(1)(iii) until final resolution of the matter either by the
Contracting Officer\'s determination becoming final (in which instance
the Government shall thereafter have the right to cancel or ignore the
markings at any time and the data will no longer be made subject to any
disclosure prohibitions), or by final disposition of the matter by court
decision if suit is filed.

\(2\) The time limits in the procedures set forth in subparagraph (e)(1)
of this clause may be modified in accordance with agency regulations
implementing the Freedom of Information Act (5 U.S.C. 552) if necessary
to respond to a request thereunder.

\(3\) This paragraph (e) does not apply if this contract is for a major
system or for support of a major system by a civilian agency other than
NASA and the U.S. Coast Guard agency subject to the provisions of Title
III of the Federal Property and Administrative Services Act of 1949.

\(4\) Except to the extent the Government\'s action occurs as the result
of final disposition of the matter by a court of competent jurisdiction,
the Contractor is not precluded by this paragraph (e) from bringing a
claim under the Contract Disputes Act, including pursuant to the
Disputes clause of this contract, as applicable, that may arise as the
result of the Government removing or ignoring authorized markings on
data delivered under this contract.

\(f\) Omitted or incorrect markings. (1) Data delivered to the
Government without either the limited rights or restricted rights notice
as authorized by paragraph (g) of this clause, or the copyright notice
required by paragraph (c) of this clause, shall be deemed to have been
furnished with unlimited rights, and the Government assumes no liability
for the disclosure, use, or reproduction of such data. However, to the
extent the data has not been disclosed without restriction outside the
Government, the Contractor may request, within 6 months (or a longer
time approved by the Contracting Officer for good cause shown) after
delivery of such data, permission to have notices placed on qualifying
data at the Contractor\'s expense, and the Contracting Officer may agree
to do so if the Contractor\--

\(i\) Identifies the data to which the omitted notice is to be applied;

\(ii\) Demonstrates that the omission of the notice was inadvertent;

\(iii\) Establishes that the use of the proposed notice is authorized;
and

\(iv\) Acknowledges that the Government has no liability with respect to
the disclosure, use, or reproduction of any such data made prior to the
addition of the notice or resulting from the omission of the notice.

\(2\) The Contracting Officer may also (i) permit correction at the
Contractor\'s expense of incorrect notices if the Contractor identifies
the data on which correction of the notice is to be made, and
demonstrates that the correct notice is authorized, or (ii) correct any
incorrect notices.

\(g\) Protection of limited rights data and restricted computer
software. (1) When data other than that listed in subdivisions
(b)(1)(i), (ii), and (iii) of this clause are specified to be delivered
under this contract and qualify as either limited rights data or
restricted computer software, if the Contractor desires to continue
protection of such data, the Contractor shall withhold such data and not
furnish them to the Government under this contract. As a condition to
this withholding, the Contractor shall identify the data being withheld
and furnish form, fit, and function data in lieu thereof. Limited rights
data that are formatted as a computer data base for delivery to the
Government are to be treated as limited rights data and not restricted
computer software.

(2)\--(3) \[Reserved\]

\(h\) Subcontracting. The Contractor has the responsibility to obtain
from its subcontractors all data and rights therein necessary to fulfill
the Contractor\'s obligations to the Government under this contract. If
a subcontractor refuses to accept terms affording the Government such
rights, the Contractor shall promptly bring such refusal to the
attention of the Contracting Officer and not proceed with subcontract
award without further authorization.

\(i\) Relationship to patents. Nothing contained in this clause shall
imply a license to the Government under any patent or be construed as
affecting the scope of any license or other right otherwise granted to
the Government.

(3)(i) The Contractor agrees not to establish claim to copyright,
publish or release to others any computer software first produced in the
performance of this contract without the Contracting Officer\'s prior
written permission.

\(ii\) If the Government desires to obtain copyright in computer
software first produced in the performance of this contract and
permission has not been granted as set forth in paragraph (d)(3)(i) of
this clause, the Contracting Officer may direct the contractor to
assert, or authorize the assertion of, claim to copyright in such data
and to assign, or obtain the assignment of, such copyright to the
Government or its designated assignee.

\(iii\) Whenever the word \"establish\" is used in this clause, with
reference to a claim to copyright, it shall be construed to mean
\"assert\".

(End of clause)

**I.8 SECURITY CLASSIFICATION REQUIREMENTS (NFS 1852.204-75)**

> **(SEP 1989)**

Performance under this contract will involve access to and/or generation
of classified information, work in a security area, or both, up to the
level of "SECRET." See Federal Acquisition Regulation clause 52.204-2 in
this contract and DD Form 254, Contract Security Classification
Specification, Section J, Attachment C.

(End of clause)

I.9 SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION

TECHNOLOGY RESOURCES (NFS 1852.204-76)(JUL 2001)

\(a\) The Contractor shall be responsible for Information Technology
security for all systems connected to a NASA network or operated by the
Contractor for NASA, regardless of location. This clause is applicable
to all or any part of the contract that includes information technology
resources or services in which the Contractor must have physical or
electronic access to NASA's sensitive information contained in
unclassified systems that directly support the mission of the Agency.
This includes information technology, hardware, software, and the
management, operation, maintenance, programming, and system
administration of computer systems, networks, and telecommunications
systems. Examples of tasks that require security provisions include:

\(1\) Computer control of spacecraft, satellites, or aircraft or their
payloads;

\(2\) Acquisition, transmission or analysis of data owned by NASA with
significant replacement cost should the contractor's copy be corrupted;
and

\(3\) Access to NASA networks or computers at a level beyond that
granted the general

public, e.g. bypassing a firewall.

\(b\) The Contractor shall provide, implement, and maintain an IT
Security Plan. This plan shall describe the processes and procedures
that will be followed to ensure appropriate security of IT resources
that are developed, processed, or used under this contract. The plan
shall describe those parts of the contract to which this clause applies.
The Contractor's IT Security Plan shall be compliant with Federal laws
that include, but are not limited to, the Computer Security Act of 1987
(40 U.S.C. 1441 et seq.) and the Government Information Security Reform
Act of 2000. The plan shall meet IT security requirements in accordance
with Federal and NASA policies and procedures that include, but are not
limited to:

\(1\) OMB Circular A-130, Management of Federal Information Resources,
Appendix III, Security of Federal Automated Information Resources;

\(2\) NASA Procedures and Guidelines (NPG) 2810.1, Security of
Information Technology; and

\(3\) Chapter 3 of NPG 1620.1, NASA Security Procedures and Guidelines.

\(c\) Within 90 days after contract award, the contractor shall submit
for NASA approval an IT Security Plan. This plan must be consistent with
and further detail the approach contained in the offeror\'s proposal or
sealed bid that resulted in the award of this contract and in compliance
with the requirements stated in this clause. The plan, as approved by
the Contracting Officer, shall be incorporated into the contract as a
compliance document.

(d)(1) Contractor personnel requiring privileged access or limited
privileged access to systems operated by the Contractor for NASA or
interconnected to a NASA network shall be screened at an appropriate
level in accordance with NPG 2810.1, Section 4.5; NPG 1620.1, Chapter 3;
and paragraph (d)(2) of this clause. Those Contractor personnel with
non-privileged access do not require personnel screening. NASA shall
provide screening using standard personnel screening National Agency
Check (NAC) forms listed in paragraph (d)(3) of this clause, unless
contractor screening in accordance with paragraph (d)(4) is approved.
The Contractor shall submit the required forms to the NASA Center Chief
of Security (CCS) within fourteen (14) days after contract award or
assignment of an individual to a position requiring screening. The forms
may be obtained from the CCS. At the option of the government, interim
access may be granted pending completion of the NAC.

\(2\) Guidance for selecting the appropriate level of screening is based
on the risk of adverse impact to NASA missions. NASA defines three
levels of risk for which screening is required (IT-1 has the highest
level of risk):

\(i\) IT-1 \-- Individuals having privileged access or limited
privileged access to systems whose misuse can cause very serious adverse
impact to NASA missions. These systems include, for example, those that
can transmit commands directly modifying the behavior of spacecraft,
satellites or aircraft.

\(ii\) IT-2 \-- Individuals having privileged access or limited
privileged access to systems whose misuse can cause serious adverse
impact to NASA missions. These systems include, for example, those that
can transmit commands directly modifying the behavior of payloads on
spacecraft, satellites or aircraft; and those that contain the primary
copy of \"level 1\" data whose cost to replace exceeds one million
dollars.

\(iii\) IT-3 \-- Individuals having privileged access or limited
privileged access to systems whose misuse can cause significant adverse
impact to NASA missions. These systems include, for example, those that
interconnect with a NASA network in a way that exceeds access by the
general public, such as bypassing firewalls; and systems operated by the
contractor for NASA whose function or data has substantial cost to
replace, even if these systems are not interconnected with a NASA
network.

\(3\) Screening for individuals shall employ forms appropriate for the
level of risk as follows:

\(i\) IT-1: Fingerprint Card (FC) 258 and Standard Form (SF) 85P,
Questionnaire for Public Trust Positions (Information regarding
financial record, question 22, and the Authorization for Release of
Medical Information are not applicable);

\(ii\) IT-2: FC 258 and SF 85, Questionnaire for Non-Sensitive
Positions; and

\(iii\) IT-3: NASA Form 531, Name Check, and FC 258.

\(4\) The Contracting Officer may allow the Contractor to conduct its
own screening of individuals requiring privileged access or limited
privileged access provided the Contractor can demonstrate that the
procedures used by the Contractor are equivalent to NASA\'s personnel
screening procedures. As used here, equivalent **includes a check** for
criminal history, as would be conducted by NASA, and completion of a
questionnaire covering the same information as would be required by
NASA.

\(5\) Screening of contractor personnel may be waived by the Contracting
Officer for those individuals who have proof of \--

\(i\) Current or recent national security clearances (within last three
years);

\(ii\) Screening conducted by NASA within last three years; or

\(iii\) Screening conducted by the Contractor, within last three years,
that is equivalent to the NASA personnel screening procedures as
approved by the Contracting Officer under paragraph (d)(4) of this
clause.

\(e\) The Contractor shall ensure that its employees, in performance of
the contract, receive annual IT security training in NASA IT Security
policies, procedures, computer ethics, and best practices in accordance
with NPG 2810.1, Section 4.3 requirements. The contractor may use
web-based training available from NASA to meet this requirement.

\(f\) The Contractor shall afford NASA, including the Office of
Inspector General, access to the Contractor's and subcontractors'
facilities, installations, operations, documentation, databases and
personnel used in performance of the contract. Access shall be provided
to the extent required to carry out a program of IT inspection,
investigation and audit to safeguard against threats and hazards to the
integrity, availability and confidentiality of NASA data or to the
function of computer systems operated on behalf of NASA, and to preserve
evidence of computer crime.

\(g\) The Contractor shall incorporate the substance of this clause in
all subcontracts that meet the conditions in paragraph (a) of this
clause.

(End of clause)

**I.10 OMBUDSMAN (NFS 1852.215-84)(JUN 2000)**

\(a\) An ombudsman has been appointed to hear and facilitate the
resolution of concerns from offerors, potential offerors, and
contractors during the preaward and postaward phases of this
acquisition. When requested, the ombudsman will maintain strict
confidentiality as to the source of the concern. The existence of the
ombudsman is not to diminish the authority of the contracting officer,
the Source Evaluation Board, or the selection official. Further, the
ombudsman does not participate in the evaluation of proposals, the
source selection process, or the adjudication of formal contract
disputes. Therefore, before consulting with an ombudsman, interested
parties must first address their concerns, issues, disagreements, and/or
recommendations to the contracting officer for resolution.

\(b\) If resolution cannot be made by the contracting officer,
interested parties may contact the installation ombudsman,

Debra L. Johnson

Telephone: 281-483-4157 :

e-mail: debra.l.johnson1@jsc.nasa.gov

Concerns, issues, disagreements, and recommendations which cannot be
resolved at the installation may be referred to the NASA ombudsman, the
Director of the Contract Management Division, at 202-358-0422, facsimile
202-358-3083, e-mail sthomps1@hq.nasa.gov. Please do not contact the
ombudsman to request copies of the solicitation, verify offer due date,
or clarify technical requirements. Such inquiries shall be directed to
the contracting officer or as specified elsewhere in this document.

(End of clause)

**I.11 INDEFINITE QUANTITY (52.216-22)(OCT 1995) (Annex 3)**

\(a\) This is an indefinite-quantity contract for the supplies or
services specified, and effective for the period stated, in the
Schedule. The quantities of supplies and services specified in the
Schedule are estimates only and are not purchased by this contract.

\(b\) Delivery or performance shall be made only as authorized by orders
issued in accordance with the Ordering clause. The Contractor shall
furnish to the Government, when and if ordered, the supplies or services
specified in the Schedule up to and including the quantity designated in
the Schedule as the \"maximum.\" The Government shall order at least the
quantity of supplies or services designated in the Schedule as the
\"minimum.\"

\(c\) Except for any limitations on quantities in the Order Limitations
clause or in the Schedule, there is no limit on the number of orders
that may be issued. The Government may issue orders requiring delivery
to multiple destinations or performance at multiple locations.

\(d\) Any order issued during the effective period of this contract and
not completed within that period shall be completed by the Contractor
within the time specified in the order. The contract shall govern the
Contractor\'s and Government\'s rights and obligations with respect to
that order to the same extent as if the order were completed during the
contract\'s effective period; *provided*, that the Contractor shall not
be required to make any deliveries under this contract after September
30, 2004.

(End of clause)

\[END OF SECTION\]