NAS15-10000

MOD 543 (S/A)

**Section I**

# Contract Clauses 

NAS15-10000

MOD 543 (S/A)

**[PART II - CONTRACT CLAUSES]{.underline}**

**[SECTION I - CONTRACT CLAUSES]{.underline}**

**I.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE**

NOTICE: The following solicitation provisions and/or contract clauses
pertinent to this section are hereby incorporated by reference.

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

CLAUSE\
NUMBER DATE TITLE

52.202-1 SEP 1991 DEFINITIONS

52.203-1 APR 1984 OFFICIALS NOT TO BENEFIT

52.203-3 APR 1984 GRATUITIES

52.203-5 APR 1984 COVENANT AGAINST CONTINGENT FEES

52.203-6 JUL 1985 RESTRICTIONS ON SUBCONTRACTOR SALES\
TO THE GOVERNMENT

52.203-7 OCT 1988 ANTI-KICKBACK PROCEDURES

52.203-10 SEP 1990 PRICE OR FEE ADJUSTMENT FOR ILLEGAL\
OR IMPROPER ACTIVITY

52.203-12 JAN 1990 LIMITATION ON PAYMENTS TO INFLUENCE\
CERTAIN FEDERAL TRANSACTIONS

52.204-2 APR 1984 SECURITY REQUIREMENTS

52.208-1 APR 1984 REQUIRED SOURCES FOR JEWEL BEARINGS\
RELATED ITEMS\
52.209-6 NOV 1992 PROTECTING THE GOVERNMENT'S INTEREST\
WHEN SUBCONTRACTING WITH\
CONTRACTORS DEBARRED, SUSPENDED, OR\
PROPOSED FOR DEBARMENT

52.212-8 SEP 1990 DEFENSE PRIORITY AND ALLOCATION\
REQUIREMENTS

52.242-15 AUG 1989 STOP-WORK ORDER (ALTERNATE I) (APR\
1984)\
52.215-1 FEB 1993 EXAMINATION OF RECORDS BY\
COMPTROLLER GENERAL

52.215-2 FEB 1993 AUDIT-NEGOTIATION

52.215-21 APR 1984 CHANGES OR ADDITIONS TO MAKE-OR-BUY\
PROGRAM AND (ALT. II APR 1984)

52.215-22 JAN 1991 PRICE REDUCTION FOR DEFECTIVE COST OR\
PRICING DATA

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52.215-24 DEC 1991 SUBCONTRACTOR COST OR PRICING DATA

52.215-26 APR 1991 INTEGRITY OF UNIT PRICES (ALTERNATE I)

52.215-27 SEP 1989 TERMINATION OF DEFINED BENEFIT

PENSION PLANS

52.215-39 JUL 1991 REVERSION OR ADJUSTMENT OF PLANS

FOR POST RETIREMENT BENEFITS OTHER

THAN PENSIONS (PRB)

52.216-8 MAR 1997 FIXED FEE

52.216-7 MAR 2000 ALLOWABLE COST AND PAYMENT

**Note: Refer to Clause H.17, Contract Billing and Payment**

52.216-10 APR 1984 INCENTIVE FEE

52.219-8 OCT 2000 UTILIZATION OF SMALL BUSINESS\
CONCERNS

52.219-9 JAN 2002 SMALL BUSINESS SUBCONTRACTING PLAN

52.219-13 RESERVED

52.219-16 JAN 1999 LIQUIDATED DAMAGES SUBCONTRACTING PLAN

52.220-3 RESERVED\
RESERVED

52.220-4 RESERVED

52.222-1 APR 1984 NOTICE TO THE GOVERNMENT OF LABOR\
DISPUTES

52.222-3 APR 1984 CONVICT LABOR

52.222-26 APR 1984 EQUAL OPPORTUNITY

52.222-28 APR 1984 EQUAL OPPORTUNITY PREAWARD\
CLEARANCE OF SUBCONTRACTS

52.222-35 APR 1984 AFFIRMATIVE ACTION FOR SPECIAL\
DISABLED AND VIETNAM ERA VETERANS

52.222-36 JUN 1998 AFFIRMATIVE ACTION FOR WORKERS

WITH DISABILITIES

52.222-37 JAN 1988 EMPLOYMENT REPORTS ON SPECIAL\
DISABLED VETERANS AND VETERANS OF\
THE VIETNAM ERA

52.223-6 JUL 1990 DRUG-FREE WORKPLACE

52.225-10 APR 1984 DUTY-FREE ENTRY

52.227-1 APR 1984 AUTHORIZATION AND CONSENT

52.227-2 APR 1984 NOTICE AND ASSISTANCE REGARDING\
PATENT AND COPYRIGHT INFRINGEMENT

52.227-16 JUN 1987 ADDITIONAL DATA REQUIREMENTS

52.228-7 APR 1984 INSURANCE-LIABILITY TO THIRD PERSONS

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52.230-2 AUG 1992 COST ACCOUNTING STANDARDS

52.230-5 AUG 1992 ADMINISTRATION OF COST ACCOUNTING\
STANDARDS

52.232-9 APR 1984 LIMITATION ON WITHHOLDING OF

PAYMENTS

52.232-17 JAN 1991 INTEREST

52.232-22 APR 1984 LIMITATION OF FUNDS

52.232-23 JAN 1986 ASSIGNMENT OF CLAIMS

52.232-25 MAR 1994 PROMPT PAYMENT

**Note: Refer to Clause H.17, Contract Billing and Payment**

52.233-1 MAR 1994 DISPUTES (ALTERNATE I) (DEC 1991)

52.233-3 AUG 1989 PROTEST AFTER AWARD (ALTERNATE I)

(JUN 1985)

52.242-1 APR 1984 NOTICE OF INTENT TO DISALLOW COSTS

52.242-10 APR 1984 F.O.B. ORGIN-GOVERNMENT BILLS OF\
LADING OR PREPAID POSTAGE

52.242-13 APR 1991 BANKRUPTCY

52.244-2 AUG 1998 SUBCONTRACTS (COST-REIMBURSEMENT\
AND LETTER CONTRACTS) ALTERNATE I

(AUG 1998)

52.244-5 APR 1984 COMPETITION IN SUBCONTRACTING

52.244-6 OCT 1998 SUBCONTRACTS FOR COMMERCIAL ITEMS

COMMERCIAL COMPONENTS

52.245-5 JAN 1986 GOVERNMENT PROPERTY (COST-\
REIMBURSEMENT, TIME-AND-MATERIAL, OR\
LABOR-HOUR CONTRACTS)

52.245-18 FEB 1993 SPECIAL TEST EQUIPMENT

52.246-8 APR 1984 INSPECTION OF RESEARCH AND\
DEVELOPMENT-COST-REIMBURSEMENT

52.246-24 APR 1984 LIMITATION OF LIABILITY-HIGH VALUE

ITEMS

52.246-25 FEB 1997 LIMITATION OF LIABILITY-SERVICES

52.247-55 APR 1984 F.O.B. POINT FOR DELIVERY OF\
GOVERNMENT-FURNISHED PROPERTY

52.247-63 APR 1984 PREFERENCE FOR U.S. FLAG AIR

CARRIERS

52.247-64 APR 1984 PREFERENCE FOR PRIVATELY OWNED U.S.\
FLAG COMMERCIAL VESSELS (ALTERNATE I

(APR 1984)

52.248-1 MAR 1989 VALUE ENGINEERING

52.249-6 MAY 1986 TERMINATION (COST-REIMBURSEMENT)

52.249-14 APR 1984 EXCUSABLE DELAYS

52.251-1 APR 1984 GOVERNMENT SUPPLY SOURCES

52.251-2 JAN 1991 INTRAGENCY FLEET MANAGEMENT

SYSTEM (IFMS) VEHICLES AND RELATED

SERVICES

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52.253-1 JAN 1991 COMPUTER GENERATED FORMS

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

18-52.204-71 DEC 1988 NASA CONTRACTOR FINANCIAL\
MANAGEMENT REPORTING

18-52.204-72 DEC 1988 NASA CONTRACTOR FINANCIAL\
MANAGEMENT REPORTING\
(PERFORMANCE ANALYSIS REPORT)

8-52.208-81 AUG 1993 RESTRICTIONS ON PRINTING AND\
DUPLICATING

18-52.212-70 DEC 1988 NOTICE OF DELAY

18-52.216-89 APR 1989 ALLOWABLE COST AND PAYMENT

18-52.219-73 MAY 1999 SMALL BUSINESS AND SMALL\
DISADVANTAGED BUSINESS SUB-\
CONTRACTING PLAN

18-52.219-74 SEP 1990 USE OF RURAL AREA SMALL BUSINESSES

18-52.219-75 MAY 1999 DISADVANTAGED BUSINESS SUB-\
CONTRACTING REPORTING

18-52.219-76 JUL 1997 NASA 8 PERCENT GOAL

18-52.223-70 SEP 1993 SAFETY AND HEALTH

18-52-223-71 DEC 1988 FREQUENCY AUTHORIZATION

18-52.227-70 APR 1988 NEW TECHNOLOGY

18-52.227-86 DEC 1987 COMMERCIAL COMPUTER SOFTWARE\
LICENSING

18-52.228-75 OCT 1988 MINIMUM INSURANCE COVERAGE

18-52.228-76 SEP 1993 CROSS-WAIVER OF LIABILITY FOR SPACE\
STATION ACTIVITIES

18-52.235-70 NOV 1992 CENTER FOR AEROSPACE INFORMATION

18-52.237-70 DEC 1988 EMERGENCY EVACUATION PROCEDURES

18-52.243-71 MAR 1997 SHARED SAVINGS

18-52.244-70 APR 1985 GEOGRAPHIC PARTICIPATION IN THE\
AEROSPACE PROGRAM

18-52.245-70 MAR 1989 ACQUISITION OF CENTRALLY\
REPORTABLE EQUIPMENT

18-52.246-70 MAR 1991 MISSION CRITICAL SPACE SYSTEMS\
PERSONNEL RELIABILITY PROGRAM

(End of Clause)

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**I.2 CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2)(JUN 1988)**

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.

(End of Clause)

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**I.3 REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY \--**

**MODIFICATION** (FAR 52.203-9) (NOV 1990)

\(a\) Definitions. The definitions set forth in FAR 3.104-4 are hereby
incorporated in this clause.

\(b\) The Contractor agrees that it will execute the certification set
forth in paragraph (c) of this clause when requested by the Contracting
Officer in connection with the execution of any modification of this
contract.

\(c\) Certification. As required in paragraph (b) of this clause, the
Officer or employee responsible for the modification proposal shall
execute the following certification.

CERTIFICATE OF PROCUREMENT INTEGRITY-MODIFICATION (NOV 1990)

\(1\) I, \[Name of certifier\], am the office or employee responsible
for the preparation of this modification proposal and hereby certify
that, to the best of my knowledge and belief, with the exception of any
information described in this certification, I have no information
concerning a violation or possible violation of subsection 27(a), (b),
(d), or (f) of the Office of Federal Procurement Policy Act, as amended
\*(41 U.S.C. 423), (hereinafter referred to as "the Act") as implemented
in the FAR, occurring during the conduct of this procurement (contract
and modification number).

\(2\) As required by subsection 27(e)(1)(B) of the Act, I further
certify that to the best of my knowledge and belief, each officer,
employee, agent, representative, and consultant of \[Name of offeror\]
who has participated personally and substantially in the preparation or
submission of this proposal has certified that he or she is familiar
with, and will comply with, the requirements of subsection 27(a) of the
Act, as implemented in the FAR, and will report immediately to me any
information concerning a violation or possible violation of subsections
27(a), (b), (d) or (f) of the Act, as implemented in the FAR, pertaining
to this procurement.

\(3\) Violations or possible violations: (Continue on plain bond paper
if necessary and label Certificate of Procurement
Integrity\--Modification (Continuation Sheet), ENTER "NONE" IF NONE
EXISTS)

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\[Signature of the officer or employee responsible for the modification
proposal and date\]

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\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\[Typed name of the officer or employee responsible for the modification
proposal\]

\* Subsections 27(a), (b), and (d) are effective on December 1, 1990.
subsection 27(f) is effective on June 1, 1991.

THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN
AGENCY OF THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR
FRAUDULENT CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION
UNDER TITLE 18 UNITED STATES CODE SECTION 1001.

(End of certification)

\(d\) In making the certification in paragraph (2) of the certificate,
the officer or employee of the competing Contractor responsible for the
offer or bid, may rely upon a one-time certification from each
individual required to submit a certification to the competing
Contractor, supplemented by periodic training. These certifications
shall be obtained at the earliest possible date after an individual
required to certify begins employment or association with the
contractor. If a contractor decides to rely on a certification executed
prior to the suspension of section 27 (i.e., prior to December 1, 1989),
the Contractor shall ensure that an individual who has so certified is
notified that section 27 has been reinstated. These certifications shall
be maintained by the Contractor for a a period of 6 years from the date
a certifying employee's employment with the company ends or, for an
agency, representative, or consultant, 6 years from the date such
individual ceases to act on behalf of the contractor.

e.  The certification required by paragraph (c) of this clause is a
    material representation of fact upon which reliance will be place in
    executing this modification.

(End of clause)

**I.4 APPROVAL OF CONTRACT** (FAR 52.204-1) (DEC 1989)

This contract is subject to the written approval of the Space Station
Program Manager and shall not be binding until so approved.

(End of clause)

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**I.5 SECURITY REQUIREMENTS FOR UNCLASSIFIED AUTOMATED\
INFORMATION TECHNOLOGY RESOURCES (NFS 18-52.204-76) (JUL 2000)**

     (a)  The Contractor shall comply with the security requirements
outlined in NASA Policy Directive (NPD) 2810.1, Security of Information
Technology, and NASA Procedures and Guidelines (NPG) 2810.1, Security of
Information Technology.  These policies apply to all IT systems and
networks under NASA\'s purview operated by or on behalf of the Federal
Government, regardless of location.

     (b) (1)  The Contractor shall ensure compliance by its employees
with Federal directives and guidelines that deal with IT Security
including, but not limited to, OMB Circular A-130, Management of Federal
Information Resources, OMB Circular A-130 Appendix III, Security of
Federal Automated Information Resources, the Computer Security Act of
1987 (40 U.S.C. 1441 et seq.), and all applicable Federal Information
Processing Standards (FIPS).\
          (2)  All Federally owned information is considered sensitive
to some degree and must be appropriately protected by the Contractor as
specified in applicable IT Security Plans. Types of sensitive
information that may be found on NASA systems that the Contractor may
have access to include, but are not limited to \--\
                (i)   Privacy Act information (5 U.S.C. 552a et seq.);\
                (ii)  Export Controlled Data, (e.g. Resources protected
by the International Traffic in Arms Regulations (22 CFR Parts
120-130)).\
          (3)  The Contractor shall ensure that all systems connected to
a NASA network or operated by the Contractor for NASA conform with NASA
and Center security policies and procedures.

     (c) (1)  The Contractor\'s screening of Contractor personnel will
be conducted in accordance with NPG 2810.1, Section 4.5 for personnel
requiring unescorted or unsupervised physical or electronic access to
NASA systems, programs, and data.\
          (2)  The Contractor shall ensure that all such employees have
at least a National Agency Check investigation. The Contractor shall
submit a personnel security questionnaire (NASA Form 531), Name Check
Request for National Agency Check (NAC) investigation, and Standard Form
85P, Questionnaire for Public Trust Positions (for specified sensitive
positions), and a Fingerprint Card (FD-258 with NASA overprint in Origin
Block) to the Center Chief of Security for each Contractor employee
requiring screening. The required forms may be obtained from the Center
Chief of Security. In the event that the NAC is not satisfactory, access
shall not be granted. At the option of the Government, background
screenings may not be required for employees with recent or current
Federal Government investigative clearances.\
          (3)  The Contractor shall have an employee checkout process
that ensures \--\
                (i)   Return of badges, keys, electronic access devices
and NASA equipment;\
                (ii)  Notification to NASA of planned employee
terminations at least three days in advance of the employee\'s
departure. In the case of termination for cause, NASA shall be notified
immediately. All NASA accounts and/or network access granted terminated
employees shall be disabled immediately upon the employee\'s separation
from the Contractor; and\
                (iii) That the terminated employee has no continuing
access to systems under the operation of the Contractor for NASA. Any
access must be disabled the day the employee separates from the
Contractor.\
          (4)  Granting a non-permanent resident alien (foreign
national) access to NASA IT resources requires special authorization.
The Contractor shall obtain authorization from the Center Chief of
Security prior to granting a non-permanent resident alien access to NASA
IT systems and networks.

     (d) (1)  The Contractor shall ensure that its employees with access
to NASA information resources receive annual IT security awareness and
training in NASA IT Security policies, procedures, computer ethics, and
best practices.\
           (2)  The Contractor shall employ an effective method for
communicating to all its employees and assessing that they understand
any Information Technology Security policies and guidance provided by
the Center Information Technology Security Manager (CITSM) and/or Center
CIO Representative as part of the new employee briefing process. The
Contractor shall

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ensure that all employees represent that they have read and understand
any new Information Technology Security policy and guidance provided by
the CITSM and Center CIO Representative over the duration of the
contract.\
           (3)  The Contractor shall ensure that its employees
performing duties as system and network administrators in addition to
performing routine maintenance possess specific IT security skills. 
These skills include the following:\
                 (i)   Utilizing software security tools.\
                 (ii)  Analyzing logging and audit data.\
                 (iii) Responding and reporting to computer or network
incidents as per NPG 2810.1.\
                 (iv) Preserving electronic evidence as per NPG 2810.1.\
                 (v)  Recovering to a safe state of operation.\
           (4)  The Contractor shall provide training to employees to
whom they plan to assign system administrator roles. That training shall
provide the employees with a full level of proficiency to meet all NASA
system administrators\' functional requirements. The Contractor shall
have methods or processes to document that employees have mastered the
training material, or have the required knowledge and skills. This
applies to all system administrator requirements.\
     (e)  The Contractor shall promptly report to the Center IT Security
Manager any suspected computer or network security incidents occurring
on any system operated by the Contractor for NASA or connected to a NASA
network. If it is validated that there is an incident, the Contractor
shall provide access to the affected system(s) and system records to
NASA and any NASA designated third party so that a detailed
investigation can be conducted.\
     (f)  The Contractor shall develop procedures and implementation
plans that ensure that IT resources leaving the control of an assigned
user (such as being reassigned, repaired, replaced, or excessed) have
all NASA data and sensitive application software permanently removed by
a NASA- approved technique. NASA-owned applications acquired via a
\"site license\" or \"server license\" shall be removed prior to the
resources leaving NASA\'s use. Damaged IT storage media for which data
recovery is not possible shall be degaussed or destroyed.  If the
assigned task is to be assumed by another duly authorized person, at the
Government\'s option, the IT resources may remain intact for assignment
and use of the new user.\
     (g)  The Contractor shall afford NASA, including the Office of
Inspector General, access to the Contractor\'s and subcontractor\'s
facilities, installations, operations, documentation, databases and
personnel. 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, and to preserve evidence of computer crime.

     (h) (1)  The Contractor shall document all vulnerability testing
and risk assessments conducted in accordance with NPG 2810.1 and any
other IT security requirements specified in the contract or as directed
by the Contracting Officer.\
          (2)  The results of these tests shall be provided to the
Center IT Security Manager. Any Contractor system(s) connected to a NASA
network or operated by the Contractor for NASA may be subject to
vulnerability assessment or penetration testing as part of the Center\'s
IT security compliance assessment and the Contractor shall be required
to assist in the completion of these activities.\
          (3)  A decision to accept any residual risk shall be the
responsibility of NASA. The Contractor shall notify the NASA system
owner and the NASA data owner within 5 working days if new or
unanticipated threats or hazards are discovered by the Contractor, made
known to the Contractor, or if existing safeguards fail to function
effectively.  The Contractor shall make appropriate risk reduction
recommendations to the NASA system owner and/or the NASA data owner and
document the risk or modifications in the IT Security Plan.\
                (i)   The Contractor shall develop a procedure to
accomplish the recording and tracking of IT System Security Plans,
including updates, and IT system penetration and vulnerability tests for
all NASA systems under its control or for systems outsourced to them to
be managed on behalf of NASA.  The Contractor must report the results of
these actions directly to the Center IT Security Manager.\
     (j)  When directed by the Contracting Officer, the Contractor shall
submit for NASA approval a

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post-award security implementation plan outlining how the Contractor
intends to meet the requirements of NPG 2810.1.  The plan shall
subsequently be incorporated into the contract as a compliance document
after receiving Government approval.  The plan shall demonstrate
thorough understanding of NPG 2810.1 and shall include as a minimum, the
security measures and program safeguards to ensure that IT resources
acquired and used by Contractor and subcontractor personnel \--\
           (1)  Are protected from unauthorized access, alteration,
disclosure, or misuse of information processed, stored, or transmitted;\
           (2)  Can maintain the continuity of automated information
support for NASA missions, programs, and functions;\
           (3)  Incorporate management, general, and application
controls sufficient to provide cost-effective assurance of the systems\'
integrity and accuracy;\
           (4)  Have appropriate technical, personnel, administrative,
environmental, and access safeguards;\
           (5)  Document and follow a virus protection program for all
IT resources under its control; and\
           (6)  Document and follow a network intrusion prevention
program for all IT resources under its control.\
     (k)  Prior to selecting any IT security solution, the Contractor
shall consult with their Center IT Security Manager to ensure
interoperability and compatibility with other systems with which there
is a data or system interface requirement.\
     (l)  The Contractor shall comply with all Federal and NASA
encryption requirements for NASA flight programs (e.g., secure flight
termination systems, encryption for satellite uplinks, encryption for
flight and satellite command and control for both up and down link) and
involve the Center Communications Security (COMSEC) Manager when
selecting encryption solutions.\
     (m)  The Contractor shall incorporate this clause in all
subcontracts where the requirements identified in this clause are
applicable to the performance of the subcontract.

(End of clause)

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**I.6 PAYMENT FOR OVERTIME PREMIUMS\
**(FAR 52.222-2) (JUL 1990)

\(a\) The use of overtime is authorized under this contract if the
overtime premium cost does not exceed \$31,109,075 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
connecting 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 any employing additional personnel.

(End of clause)

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**I.7 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA\
**(FAR 52.223-3) (NOV 1991) ALTERNATE I (NOV 1991)

\(a\) Hazardous material, as used in this clause, includes any material
defined as hazardous under the latest version of Federal Standard No.
313 (including revisions adopted during the term of the contract).

\(b\) The offeror must list any hazardous material, as defined in
paragraph (a) of this clause, to be delivered under this contract. The
hazardous material shall be properly identified and include any
applicable identification number, such as National Stock Number or
Special Item Number. This information shall also be included on the
Material Safety Data Sheet submitted under this contract. The material
and identification numbers are identified in Attachment J-13, List of
Hazardous Material.

\(c\) The apparently successful offeror, by acceptance of the contract,
certifies that the list in paragraph (b) of this clause is complete.
This list must be updated during performance of the contract whenever
the Contractor determines that any other material to be delivered under
this contract is hazardous.

\(d\) The apparently successful offeror agrees to submit, for each item
as required prior to award, a Material Safety Data Sheet, meeting the
requirements of 29 CFR 1910.1200(g) and the latest version of Federal
Standard No. 313, for all hazardous material identified in paragraph (b)
of this clause. Data shall be submitted in accordance with Federal
Standard No.., 313, whether or not the apparently successful offeror is
the actual manufacturer of these items. Failure to submit the Material
Safety Data Sheet prior to award may result in the apparently successful
offeror being considered nonresponsible and ineligible for award.

\(e\) If, after award, there is a change in the composition of the
item(s) or a revision to Federal Standard No. 313, which renders
incomplete or inaccurate the data submitted under paragraph (d) of this
clause or the certification submitted under paragraph (c) of this
clause, the Contractor shall promptly notify the Contracting Officer and
resubmit the data.

\(f\) Neither the requirements of this clause nor any act or failure to
act by the Government shall relieve the Contractor of any responsibility
or liability for the safety of Government, Contractor, or subcontractor
personnel or property.

\(g\) Nothing contained in this clause shall relieve the Contractor from
complying with applicable Federal, State, and local laws, codes,
ordinances, and regulations (including the obtaining of licenses and
permits) in connection with hazardous material.

\(h\) The Government's rights in data furnished under this contract with
respect to hazardous material are as follows:

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\(1\) To use, duplicate and disclose any data to which this clause is
applicable. The purposes of this right are to\--

> \(i\) Apprise personnel of the hazards to which they may be exposed in
> using, handling, packaging, transporting, or disposing of hazardous
> materials;
>
> \(ii\) Obtain medical treatment for those affected by the material;
> and
>
> \(iii\) Have others use, duplicate, and disclose the data for the
> Government for these purposes.

\(2\) To use, duplicate, and disclose data furnished under this clause,
in accordance with subparagraph (h)(1) of this clause, in precedence
over any other clause of this contract providing for rights in data.

\(3\) The Government is not precluded from using similar or identical
data acquired from other sources.

\(i\) Except as provided in paragraph (i)(2, the Contractor shall
prepare and submit a sufficient number of Material Safety Data Sheets
(MSDS's), meeting the requirements of 29 CFR 1910.1200(g) and the latest
version of Federal Standard No., 313, for all hazardous materials
identified in paragraph b) of this clause.

\(1\) For items shipped to consignees, the Contractor shall include a
copy of the MSDS's with the packing list or other suitable shipping
document which accompanies each shipment. Alternatively, the Contractor
is permitted to mail MSDS's to consignees in advance of receipt of
shipments by consignees, if authorized in writing by the Contracting
Officer.

\(2\) For items shipped to consignees identified by mailing address as
agency depots, distribution centers or customer supply centers, the
Contractor shall provide one copy of the MSDS's in or on each shipping
container. If affixed to the outside of each container, the MSDS's must
in placed in a weather resistant envelope.

(End of clause)

**I.8 DUTY-FREE ENTRY SUPPLIES\
**(NFS 18-52.225-73) (DEC 1988)

In accordance with the Duty-Free Entry clause of this contract, the
following supplies will be given duty-free entry:

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

                                           

                                           

                                           

                                           

                                           

                                           

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

(End of clause)

**I.9 RIGHTS IN DATA-GENERAL** (FAR 52.227-14) (JUN 1987) ALTERNATE II
(JUN 1987) AND ALTERNATE III (JUN 1987)\-- As modified by 18-52.227-14
NASA FAR Supplement (JUNE 1990)

\(a\) 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.

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"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\--

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\(i\) 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 world wide 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

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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.

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

\(e\) 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 subparagraphs 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 the 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

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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 canceled 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,

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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),
(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 it 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.

\(2\) Not withstanding subparagraph (g)(1) of this clause, the contract
may identify and specify the delivery of limited rights data, or the
Contracting Officer may require by written request the delivery of
limited rights data that has been withheld or would otherwise be
withholdable. If delivery of such data is so required, the Contractor
may affix the following "Limited Rights Notice" to the data and the
Government will thereafter treat the data, subject to the provisions of
paragraphs (e) and (f) of this clause, in accordance with such Notice:

LIMITED RIGHTS NOTICE (JUN 1987)

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\(a\) These data are submitted with limited rights under Government
contract No\...\...\...\... (and subcontract\...\...\...\..... , if
appropriate). These data may be reproduced and used by the Government
with the express limitation that they will not, without written
permission of the Contractor, be used for purposes of manufacture nor
disclosed outside the Government, except that the Government may
disclose these data outside the Government for the following purposes,
if any, provided that the Government makes such disclosure subject to
prohibition against further use and disclosure:

> \(i\) Use (except for manufacture) by support service contractors.
>
> \(ii\) Evaluation by nongovernment evaluators.

\(iii\) Use (except for manufacture) by other contractors participating
in the Government's program of which the specific contract is a part,
for information and use in connection with the work performed under each
contract.

\(iv\) Emergency repair or overhaul work.

\(v\) Release to a foreign government, or instrumentality thereof, as
the interests of the United States Government may require for
information or evaluation or for emergency repair or overhaul work by
such government;

\(b\) This Notice shall be marked on any reproduction of these data in
whole or in part.

(End of notice)

\(3\) Nowithstanding subparagraph (g)(1) of this clause, the contract
may identify and specify the delivery of restricted computer software,
or the Contracting Officer may require by written request the delivery
of restricted computer software that has been withheld or would
otherwise by withholdable. If delivery of such computer software is so
required, the Contractor may affix the following "Restricted Rights
Notice" to the computer software and the Government will thereafter
treat the computer software, subject to the provisions of paragraphs (e)
and (f) of this clause, in accordance with the Notice:

RESTRICTED RIGHTS NOTICE (JUN 1987)

\(a\) This computer software is submitted with restricted rights under
Government contract No\...\.... (and subcontract \...\...\.... if
appropriate). It may not be used, reproduced, or disclosed by the
Government except as provided in paragraph (b) of this Notice or as
otherwise expressly stated in the contract.

\(b\) This computer software may be \--

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\(1\) Used or copied for use in or with the computer or computers for
which it was acquired, including use at any Government installation to
which such computer or computers may be transferred;

\(2\) Used or copied for use in a backup computer if any computer for
which it was acquired is inoperative.

\(3\) Reproduced for safekeeping (archives) or backup purposes;

\(4\) Modified, adapted, or combined with other computer software,
provided that the modified, combined or adapted portions of the
derivative software incorporating restricted computer software are made
subject to the same restricted rights;

\(5\) Disclosed to and reproduced for use by support service Contractors
in accordance with subparagraphs (b)(1) through (4) of this clause,
provided the Government makes such disclosure or reproduction subject to
these restricted right; and

\(6\) Used or copied for use in or transferred to a replacement
computer.

\(c\) Notwithstanding the foregoing, if this computer software is
published copyrighted computer software, it is licensed to the
Government, without disclosure prohibitions, with the minimum rights set
forth in paragraph (b) of this clause.

\(d\) Any other rights or limitations regarding the use, duplication, or
disclosure of this computer software are to be expressly stated in or
incorporated in the contract.

\(e\) This Notice shall be marked on any reproduction of this computer
software in whole or in part.

(End of notice)

\(ii\) Where it is impractical to include the Restricted Rights Notice
on restricted computer software, the following short-form Notice may be
used in lieu thereof:

RESTRICTED RIGHTS NOTICE\
SHORT FORM (JUN 1987)

Use, reproduction, or disclosure is subject to restrictions set forth in
Contract No\..... (and subcontract\..... if appropriate) with \...\...
(name of Contractor and subcontractor).

(End of notice)

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\(iii\) If restricted computer software is delivered with the copyright
notice of 17 U.S.C. 401, it will be presumed to be published copyrighted
computer software licensed to the Government without disclosure
prohibitions, with the minimum rights set forth in paragraph (b) of this
clause, unless the Contractor includes the following statement with such
copyright notice: "Unpublished\--rights reserved under the Copyright
Laws of the United States."

\(h\) 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
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.

(End of clause)

**I.10 RIGHTS TO PROPOSAL DATA (Technical)\
**(FAR 52.227-23) (JUN 1987)

Except for data contained on pages [NONE]{.underline}, it is agreed that
as a condition of award of this contract, and notwithstanding the
conditions of any notice appearing thereon, the Government shall have
unlimited rights (as defined in the "Rights in Data-General" clause
contained in this contract) in and to the technical data contained in
the proposal dated [October 10, 1994]{.underline}, upon which this
contract is based.

(End of clause)

**I.11 ELECTRONIC FUNDS TRANSFER PAYMENT METHODS (**FAR 52.232-28)**\
**(APR 1989) \--AS MODIFIED BY 18-32.908 (a)) NASA FAR Supplement (DEC\
1991)

Payments under this contract will be made by the Government either by
check or electronic funds transfer (through the Treasury Fedline Payment
System (FEDLINE) or the Automated Clearing House (ACH)), at the option
of the Government. After award, but no later than 14 days before an
invoice or contract financing request is submitted, the Contractor shall
designate a financial institution for receipt of electronic funds
transfer payments, and shall submit this designation to the Contracting
Officer or other Government official, as directed.

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\(a\) For payment through FEDLINE, the Contractor shall provide the
following information:

\(1\) Name, address, and telegraphic abbreviation of the financial
institution receiving payment.

\(2\) The American Bankers Association 9-digit identifying number for
wire transfers to the financing institution receiving payment if the
institution has access to the Federal Reserve communications System.

\(3\) Payee's account number at the financial institution where funds
are to be transferred.

\(4\) If the financial institution does not have access to the Federal
Reserve Communications System, name, address, and telegraphic
abbreviation of the correspondent financial institution through which
the financial institution receiving payment obtains wire transfer
activity. Provide the telegraphic abbreviation and American Bankers
Association identifying number for the correspondent institution.

\(b\) For payment through ACH, the Contractor shall provide the
following information:

\(1\) Routing transit number of the financial institution receiving
payment (same as American Bankers Association identifying number used
for FEDLINE).

> \(2\) Number of account to which funds are to be deposited.
>
> \(3\) Place of Inspection, delivery, or acceptance.

\(4\) The Contractor shall submit a Standard Form 3881 to the
installation awarding this contract. If a Standard Form 3881 previously
submitted to the installation awarding this contract is still valid,
resubmittal is not necessary, unless requested by NASA.

\(c\) In the event the Contractor, during the performance of this
contract, elects to designate a different financial institution for the
receipt of any payment made using electronic funds transfer procedures,
notification of such change and the required information specified above
must be received by the appropriate Government official 30 days prior to
the date such change is to become effective.

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\(d\) The documents furnishing the information required in this clause
must be dated and contain the signature, title, and telephone number of
the Contractor official authorized to provide it, as well as the
Contractor's name.

\(e\) Contractor failure to properly designate a financial institution
or to provide appropriate payee bank account information may delay
payments of amounts otherwise properly due.

(End of clause)

**I.12 CHANGES\-- COST-REIMBURSEMENT** (DEVIATION)\
(FAR 52.243-2) (AUG 1987) ALTERNATE V (APR 1984)

\(a\) The Contracting Officer may at any time, by written order, and
without notice to the sureties, if any, make changes within the general
scope of this contract in any one or more of the flowing:

\(1\) Drawings, designs, or specifications, or other technical
descriptions of the work to be performed.

\(2\) Method of shipment or packing

\(3\) Place of inspection, delivery, or acceptance.

\(4\) Completion dates or delivery dates as a result of stretchout or
acceleration of development, test, production, or delivery of
deliverable items of hardware or software and services necessary to the
delivery and flight of such items of hardware ad software.

\(b\) If any such change causes an increase or decrease in the estimated
cost of, or the time required for, performance of any part of the work
under this contract, whether or not changed by the order, or otherwise
affects any other terms and conditions of this contract the Contracting
Officer shall make an equitable adjustment in the (1) estimated cost,
delivery or completion schedule or both, (2) amount of any fixed fee and
(3) other affected terms and shall modify the contract accordingly.

\(c\) The Contractor must assert its right to an adjustment under this
clause within 90 days from the date of receipt of the written order.
However, if the Contracting Officer decides that the facts justify it,
the Contracting Officer may receive and act upon a proposal submitted
before final payment of the contract.

\(d\) Failure to agree to any adjustment shall be a dispute under the
Disputes clause. However, nothing in this clause shall excuse the
Contractor from proceeding with the contract as changed:

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\(e\) Notwithstanding the terms and conditions of paragraphs (a) and (b)
above, the estimated cost of this contract and, if this contract is
incrementally funded, the funds allotted for the performance of this
contract, shall not be increased or considered to be increased except by
specific written modification of the contract indicating the new
contract estimated cost and, if this contract is incrementally funded,
the new amount allotted to the contract. Until this modification is
made, the Contractor shall not be obligated to continue performance or
incur costs beyond the point established in the Limitation of Cost or
Limitation of Funds clause of this contract.

(End of clause)

**I.13 NOTIFICATION OF CHANGES** (FAR 52.243-7) (APR 1984)

\(a\) Definitions. "Contracting Officer" as used in this clause, does
not include any representative of the Contracting Officer. "Specifically
Authorized Representative (SAR)" as used in this clause, means any
person the Contracting Officer has so designated by written notice (a
copy of which shall be provided to the Contractor) which shall refer to
this subparagraph and shall be issued to be designated representative
before the SAR exercises such authority.

\(b\) Notice. The primary purpose of this clause is to obtain prompt
reporting of Government conduct that the Contractor considers to
constitute a change to this contract. Except for changes identified as
such in writing and signed by the Contracting Officer, the Contractor
shall notify the Administrative Contracting Officer in writing promptly,
within 5 calendar days from the date that the Contractor identifies any
Government conduct (including actions, inactions, and written or oral
communications) that the Contractor regards as a change to the contract
terms and conditions. On the basis of the most accurate information
available to the Contractor the notice shall state:

1.  The date, nature, and circumstances of the conduct regarded as a
    change.

\(2\) The name, function, and activity of each Government individual and
Contractor official or employee involved in or knowledgeable about such
conduct.

\(3\) The identification of any documents and the substance of any oral
communication involved in such conduct.

\(4\) In the instance of alleged acceleration of scheduled performance
or delivery, the basis upon which it arose;

\(5\) The particular elements of contract performance for which the
Contractor may seek an equitable adjustment under this clause
including\--

\(i\) What contract line items have been or may be affected by the
alleged change.

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\(ii\) What labor or materials or both have been or may be added,
deleted or wasted by the alleged change:

\(iii\) To the extent practicable, what delay and disruption in the
manner and sequence of performance and effect on continued performance
have been or may be caused by the alleged change:

\(iv\) What adjustments to contract price, delivery schedule, and other
provisions affected by the alleged change are estimated, and

\(6\) The Contractor's estimate of the time by which the Government must
respond to the Contractors notice to minimize cost, delay or disruption
of performance.

\(c\) Continued performance. Following submission of the notice required
by (b) above, the Contractor shall diligently continue performance of
this contract to the maximum extent possible in accordance with its
terms and conditions as construed by the Contractor, unless the notice
reports a direction of the Contracting Officer or a communication from a
SAR of the Contracting Officer, in either of which events the Contractor
shall continue performance; provided, however, that if the Contractor
regards the direction or communication as a change as described in (b)
above, notice shall be given in the manner provided. All directions,
communications, interpretations, orders and similar actions of the SAR
shall be reduced to writing promptly and copies furnished to the
Contractor and to the Contracting Officer. The Contracting Officer shall
promptly countermand any action which exceeds the authority of the SAR.

\(d\) Government response. The Contracting Officer shall promptly within
30 calendar days after receipt of notice, respond to the notice in
writing In responding, the Contracting Officer shall either\--

\(1\) Confirm that the conduct of which the Contractor gave notice
constitutes a change and when necessary direct the mode of further
performance.

\(2\) Countermand any communication regarded as a change.

\(3\) Deny that the conduct of which the Contractor gave notice
constitutes a change and when necessary direct the mode of further
performance, or

\(4\) In the event the Contractors notice information is inadequate to
make a decision under (1), (2), or (3) above, advise the Contractor what
additional information is required, and establish the date by which it
should be furnished and the date thereafter by which the Government will
respond.

\(e\) Equitable adjustments. (1) If the Contracting Officer confirms
that Government conduct effected a change as alleged by the Contractor
and the conduct

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causes an increase or decrease in the Contractor\'s cost of, or the time
required for, performance of any part of the work under this contract,
whether changed or not changed by such conduct, an equitable adjustment
shall be made\--

\(i\) In the contract price or delivery schedule or both; and

\(ii\) in such other provisions of the contract as may be affected.

\(2\) The contract shall be modified in writing accordingly. In the case
of drawings, designs, or specifications which are defective and for
which the Government is responsible, the equitable adjustment shall
include the cost and time extension for delay reasonably incurred by the
Contractor in attempting to comply with the defective drawings, designs
or specifications before the Contractor identified, or reasonably should
have identified, such defect. When the cost of property made obsolete or
excess as a result of a change confirmed by the Contracting Officer
under this clause is included in the equitable adjustment, the
Contracting Officer shall have the right to prescribe the manner of
disposition of the property. The equitable adjustment shall not include
increased costs or time extensions for delay resulting from the
Contractor\'s failure to provide notice or to continue performance as
provided, respectively, in (b) and (c) above. NOTE: The phrases
\"contract price\" and \"cost\" wherever they appear in the clause may
be appropriately modified to apply to cost-reimbursement or incentive
contracts, or to combinations thereof.

(End of clause)

**I.14 SPACE HARDWARE REPORTING**

(NFS 18-52.245-78) (MAR 1989)

In accordance with the Financial Reporting of
Government-Owned/Contractor-Held Property clause of this contract, the
reporting of certain specified items of space hardware is required on a
NASA Form 1018, Report of Government-Owned/Contractor-Held Property. The
reporting of space hardware is in addition to the requirements of other
property reporting on the form. At present, the items of space hardware
to be reported are the following: **See NASA FAR Supplement
18-45.7101-1(i).** The Contracting Officer shall update this list prior
to June 1 of each year to be applicable beginning with the next
reporting period.

(End of clause)

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**I.15 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (DEVIATION)\
(FAR) 52.225-11) (MAY 1992)**

> \(a\) Unless advance written approval of the Contracting Officer is
> obtained, the contractor shall not acquire for use in the performance
> of this contract -
>
> \(1\) Any supplies or services originating from sources within the
> communist areas of North Korea, Vietnam, Cambodia, or Cuba;
>
> \(2\) Any supplies that are or were located in or transported through
> North Korea, Vietnam, Cambodia, or Cuba;
>
> Arms, ammunition, or military vehicles produced in South Africa, or
> manufacturing data for such articles.
>
> (b)The Contractor shall not acquire for use in the performance of this
> contract supplies or services originating from sources within Iraq, or
> any supplies or services from entities controlled by the Government of
> Iraq.
>
> (c)The Contractor agrees to insert the provision of this clause,
> including this paragraph c, in all subcontracts hereunder, unless a
> deviation has been approved by the Contracting Officer.

(End of Clause)

**I.16 POTENTIALLY HAZARDOUS ITEMS (DEVIATION)**

**(NFS 18-52.223-72) (DEC 1988)**

> \(a\) The Contractor shall furnish complete design information and
> drawings showing all details of construction, including materials, for
> the items or components listed in Attachment J-13. These items or
> components are designated as potentially hazardous to employees and
> subcontractors who are to perform any work in connection with
> installing them in combination with other equipment, or in testing
> them either alone or in combination with other items or components, or
> in handling them. The contractor shall inform such employees or
> subcontractors of the potentially hazardous nature of these items for
> components before requesting or directing the performance of work.
>
> \(b\) This requirement for the delivery of data supersedes any terms
> of this contract permitting withholding of data.

I-26

NAS15-10000

MOD 543 (S/A)

> (c)The Contractor shall include this clause, including this paragraph
> c., in each subcontract at any tier under this contract that call for
> the manufacture or handling of the items or components designated
> according to paragraph a. above as potentially hazardous, except for
> the M. V. Khrunichev State Research and Space Center subcontract for
> the FGB. Notwithstanding this deviation, Boeing's responsibility for
> providing the data required by this clause remains unchanged.

(End of Clause)

I-27