<table>
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<tbody>
<tr class="odd">
<td></td>
<td colspan="40">OMB Approval #: 2700-0042</td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td colspan="23">amendment of solicitation/</td>
<td colspan="13">1. CONTRACT ID CODE</td>
<td colspan="4">PAGE OF PAGES</td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="23">modification of contract amendment of
solicitation/modification of contract</td>
<td colspan="13"></td>
<td colspan="2">1</td>
<td colspan="2">16</td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td colspan="12">2. AMENDMENT/MODIFICATION NO.</td>
<td colspan="8">3. EFFECTIVE DATE</td>
<td colspan="11">4. REQUISITION/PURCHASE REQ. NO.</td>
<td colspan="9">5. PROJECT NO. <em>(If applicable)</em></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="12">199</td>
<td colspan="8">See Block 16c</td>
<td colspan="11">N/A</td>
<td colspan="9"></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td colspan="8">6. ISSUED BY</td>
<td colspan="4">CODE</td>
<td colspan="8">BH/H36</td>
<td colspan="12">7. ADMINISTERED BY <em>(If other than Item 6)</em></td>
<td colspan="3">CODE</td>
<td colspan="5"></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="20"><p>NASA/Johnson Space Center</p>
<p>Projects Office</p>
<p>Attn.: Robin P. Chapman/BH</p>
<p>2101 NASA Rd. 1</p>
<p>Houston, TX. 77058</p></td>
<td colspan="20"></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td colspan="40">8. NAME AND ADDRESS OF CONTRACTOR <em>(No., street,
county, State, and Zip Code)</em></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="40"><p>Lockheed Martin Space Operations</p>
<p>Attn.: Ms. Mary J. Parry/C79</p>
<p>2400 NASA Rd. 1</p>
<p>P.O. Box 58561</p>
<p>Houston, TX. 77058</p></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td colspan="6">CODE</td>
<td colspan="14"></td>
<td colspan="5">FACILITY CODE</td>
<td colspan="15"></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="4">(x)</td>
<td colspan="16">9A. AMENDMENT OF SOLICITATION NO.</td>
<td colspan="20">9B. DATED <em>(SEE ITEM 11)</em></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td colspan="4"></td>
<td colspan="16"></td>
<td colspan="20"></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="4"></td>
<td colspan="16">10A. MODIFICATION OF CONTRACT/ORDER NO.</td>
<td colspan="20">10B. DATED <em>(SEE ITEM 13)</em></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td colspan="4">X</td>
<td colspan="16">NAS 9-19100</td>
<td colspan="20">1-1-94</td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="40">11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF
SOLICITATIONS</td>
<td></td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td></td>
<td colspan="26">The above numbered solicitation is amended as set forth
in Item 14. The hour and date specified for receipt of Offers</td>
<td colspan="2"></td>
<td colspan="6">is extended,</td>
<td></td>
<td colspan="4">is not extended.</td>
</tr>
<tr class="odd">
<td></td>
<td colspan="40">Offers must acknowledge receipt of this amendment prior
to the hour and date specified in the solicitation or as amended, by one
of the following methods:</td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td colspan="13"></td>
<td colspan="2"></td>
<td colspan="24"></td>
<td colspan="2"></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="13">(a) By completing Items 8 and 15, and returning</td>
<td colspan="2"></td>
<td colspan="24">copies of the amendment; (b) By acknowledging receipt
of this amendment on each copy of the offor</td>
<td colspan="2"></td>
</tr>
<tr class="even">
<td></td>
<td colspan="40">submitted; or (c) By separate letter or telegram which
includes a reference to the solicitation and amendment numbers. FAILURE
OF YOUR ACKNOWLEDGEMENT TO</td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="40">BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION
OF</td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td colspan="40">YOUR OFFER. If by virtue of this amendment you desire
to change an offer already submitted, such change may be made by
telegram or letter, provided each telegram</td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="40">or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date
specified.</td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td colspan="40">12. ACCOUNTING AND APPROPRIATION DATA <em>(If
required)</em></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="40">N/A</td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td colspan="40"><p>13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF
CONTRACTS/ORDERS,</p>
<p>IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.(x)
(x)</p></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="5">(x)</td>
<td colspan="35">A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify
authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE</td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td colspan="5"></td>
<td colspan="35">CONTRACT ORDER NO. IN ITEM 10A.</td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="5"></td>
<td colspan="35">B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO
REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying
office,</td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td colspan="5"></td>
<td colspan="35">appropriation date, etc.) SET FORTH IN ITEM 14,
PURSUANT TO THE AUTHORITY OF FAR 43.103(b),</td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="5"></td>
<td colspan="35">C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT
TO AUTHORITY OF:</td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td colspan="5">X</td>
<td colspan="35">Mutual Agreement of the Parties</td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="5"></td>
<td colspan="35">d. OTHER <em>(Specify type of modification and
authority)</em></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td colspan="5"></td>
<td colspan="35"></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="7"></td>
<td colspan="3"></td>
<td colspan="3"></td>
<td colspan="2"></td>
<td colspan="9"></td>
<td colspan="2"></td>
<td colspan="14"></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td colspan="9"><strong>E. IMPORTANT:</strong> Contractor</td>
<td colspan="2"></td>
<td colspan="7">is not,</td>
<td>X</td>
<td colspan="8">is required to sign this document and return</td>
<td colspan="2">3</td>
<td colspan="11">copies to the issuing office.<strong>E.
IMPORTANT:</strong> Contractor is not, is required to sign this document
and return copies to the issuing office.</td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="40"></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td colspan="40">14. description of amendment/modification
<em>(Organized by UCF section headings, including solicitation/contract
subject matter where feasible.)</em></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="40"><p>The purpose of this modification is to 1) clarify
the contract value amount to which the HUBZone and Veteran Owned SB
subcontracting goals apply, and 2) revise the Award Fee plan under the
contract.</p>
<p>This modification represents full and complete equitable adjustment
for the changes contained herein. Clause H.8 NASA PLAN FOR SOCIALLY AND
ECONOMICALLY DISADVANTAGED BUSINESSES and Attachment J-I PERFORMANCE
AWARD AND COST INCENTIVE PLAN are hereby modified as follows:</p>
<p>(replacement pages bar marked with revisions in bold, page numbers
reflect the pages affected within the contract)</p></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td colspan="40"></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="20">15A. NAME AND TITLE OF SIGNER <em>(Type or
print)</em>15A. NAME AND TITLE OF SIGNER <em>(Type or print)</em></td>
<td colspan="20">16A. NAME AND TITLE OF CONTRACTING OFFICER <em>(Type or
print)</em></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td colspan="20">Mary J. Parry, SEAT Contract Manager</td>
<td colspan="20">Robin P. Chapman, Contracting Officer</td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="16">15B. CONTRACTOR/OFFEROR15B. CONTRACTOR/OFFEROR</td>
<td colspan="4">15C. DATE SIGNED</td>
<td colspan="14">16B. UNITED STATES OF AMERICA</td>
<td colspan="6">16C. DATE SIGNED</td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td colspan="3"></td>
<td colspan="11"></td>
<td colspan="2"></td>
<td colspan="4"></td>
<td colspan="2">BY</td>
<td colspan="11"></td>
<td></td>
<td colspan="6"></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="16"><em>(Signature of person authorized to sign)(Signature
of person authorized to sign)</em></td>
<td colspan="4"></td>
<td colspan="14"><em>(Signature of Contracting Officer)</em></td>
<td colspan="6"></td>
<td></td>
</tr>
<tr class="even">
<td></td>
<td colspan="17"><p>NSN 7540-01-152-8070</p>
<p>PREVIOUS EDITION UNUSABLE</p></td>
<td colspan="4">30-105</td>
<td colspan="19"><p><strong>STANDARD FORM 30</strong> (Rev. 10-83)</p>
<p>Prescribed by GSA</p>
<p>FAR (48 CFR) 53.243</p></td>
<td></td>
</tr>
</tbody>
</table>

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.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 DATE TITLE

NUMBER

No FAR By-reference clauses in Section H.

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

18-52.208-81 AUG 1993 RESTRICTIONS ON PRINTING AND DUPLICATING

18-52.223-70 DEC 1988 SAFETY AND HEALTH

18-52.228-72 DEC 1988 INTERPARTY WAIVER OF LIABILITY DURING STS
OPERATIONS

18-52.228-76 FEB 1989 CROSS-WAIVER OF LIABILITY FOR SPACE STATION
ACTIVITIES

18-52.242-72 AUG 1992 OBSERVANCE OF LEGAL HOLIDAYS (ALTERNATE I)

(SEP 1989)

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

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

(End of clause)

H.2 LIMITATION OF FUTURE CONTRACTING (NASA 18-52.209-71) (DEC 1988)

\(a\) The Contracting Officer has determined that this acquisition may
give rise to a potential organizational conflict of interest.
Accordingly, the attention of prospective offerors is invited to FAR
Subpart 9.5\--Organizational Conflicts of Interest.

\(b\) The nature of this conflict is: The Contractor might be in a
position to favor its own products or capabilities and/or may have an
unfair competitive advantage.

\(c\) The restrictions upon future contracting are as follows:

\(1\) If the Contractor, under the terms of this contract, or through
the performance of tasks pursuant to this contract, is required to
develop complete specifications or statements of work that are to be
incorporated into a Government solicitation for non-developmental items,
the Contractor shall be ineligible to perform the work described in that
solicitation as a prime or first-tier subcontractor under an ensuing
NASA contract. For each such specification or statement of work prepared
by the contractor hereunder, this restriction shall remain in effect
until the Government has completed one acquisition using such
specification or statement of work. NASA shall not unilaterally require
the Contractor to prepare such specifications or statements of work
under this contract.

\(2\) To the extent that the work under this contract requires access to
proprietary, business confidential, or financial data of other
companies, and as long as these data remain proprietary or confidential,
the Contractor shall protect these data from unauthorized use and
disclosure and agrees not to use them to compete with other companies.

(End of clause)

H.3 SAVINGS TO THE GOVERNMENT THROUGH PERFORMANCE BASED CONTRACTING

It is the policy of the Federal Government that (1) agencies use
performance-based contracting methods to the maximum extent practicable
when acquiring services, and (2) agencies carefully select acquisition
and contract administrative strategies, methods, and techniques that
best accommodate the requirements. The contractor has determined that
with converting the contract work descriptions to performance based and
changing certain administrative processes that \$50 million savings over
the life of the contract (savings measured against target costs
calculated under the Performance Award and Incentive Fee Plan (PA&IF))
could be obtained.

To accomplish this projected savings, a majority of the contract effort
will be redefined as performance based, which should facilitate the
streamlining of the administrative processes under the contract.

If the measures necessary to permit the contractor to achieve the
targets identified above are not put in place, the contractor and NASA
will agree to what portion of the savings the contractor is responsible
to achieve. Any agreement of the parties will be reflected in a contract
modification.

(End of Clause)

# H.4 METHOD OF PLACING IDIQ TASK ORDERS

Effective October 1, 1998, the IDIQ Task Order performance under this
contract is subject to the following ordering procedure:

IDIQ Task Orders may be placed only by the Contracting Officer. Each
IDIQ Task Order will be based on the Contractor\'s Task Order Plan and
BOE and the IDIQ Task Order will contain the following pertinent
information:

1\. The Contract Number

2\. The unique IDIQ Task Order number.

3\. Date the IDIQ Task Order is executed

4\. Detailed description of the item(s)/services(s) required;

a\. Describe the work in terms of \"what\" is to be the required output
(rather than either \"how\" the work is to be accomplished or the number
of hours to be provided);

b\. Enable assessment of work performance against measurable performance
standards (i.e., acceptance criteria, terms of quality, timeliness,
quantity, etc.)

c\. Delivery milestones/schedules

d\. List of any Government Furnished items; service(s), or facilities
required to perform the Task Order.

e\. Responsibilities of the Government and/or other Government
suppliers.

f\. Quality Assurance Surveillance Plans

5\. Estimated Total Cost based on the schedule of direct labor
rates/corresponding labor categories and corresponding indirect rates
established in Section J-1 of this contract.

6\. Signature of the Contracting Officer and date of signature.

(End of Clause)

# H.5 METHOD OF PLACING LEVEL OF EFFORT TASK ORDERS

Performance under this contract is subject to the following ordering
procedure.

\(a\) Within the-direct labor hours specified in the Level-of-Effort
clause of this contract, the Contractor shall perform work under this
contract in accordance with task orders and task order modifications
issued in accordance with this ordering procedure. The contractor shall
only initiate work in response to task order issued pursuant to this
clause.

\(b\) From time to time during the term of this contract, the
Contracting Officer will issue task orders in writing to the Contractor,
providing specific information on work to be performed within the scope
of the contract.

\(1\) Task orders will contain, as a minimum, the following information:

\(i\) Signature of the Contracting Officer.

\(ii\) Contract number, order number, and date.

\(iii\) Description of work.

iv. Maximum number of contract labor hours and other resources
    authorized.

(v). Estimated price of work being authorized.

\(vi\) Documentation requirements.

\(vii\) Delivery/performance schedule.

\(viii\) Quality assurance standards, as appropriate.

\(ix\) Travel authorized.

\(x\) Any other necessary information.

\(2\) Unless otherwise directed by the Contracting Officer, the
Contractor shall submit the following information for each level of
effort task order:

\(i\) A monthly estimate of cumulative resources (unless otherwise
noted) to include the following:

\(a\) Direct labor hours, both straight time and overtime (if
authorized)

\(b\) Subcontractor hours

\(c\) A monthly equivalent person estimate (non-cumulative)

\(d\) The total estimated cost including fee, where appropriate

\(3\) Each task order shall require the Contractor to acknowledge
receipt and acceptance of the task order within ***ten working days***
after receipt. If the Contractor cannot comply with a task order
requirement, the Contractor shall indicate in his acknowledgment, the
changes required prior to his acceptance. Any differences must be
resolved between the parties and the order modified to reflect the
agreement.

(End of clause)

H.6 LEVEL-OF-EFFORT (COST)(NASA 18-52.216-82) (DEC 1991)

\(a\) During the term of the contract, the Contractor is obligated to
provide not less than 80 percent nor more than 130 per cent of
23,105,424 total direct labor hours.

\(b\) \"Direct labor hours\" are those productive hours expended by
Contractor personnel performing work (other than those hours associated
with program management and administration and CCS, as of October 1,
1998) under this contract that are charged as direct labor under the
Contractor\'s established accounting policy and procedures. The term
does not include sick leave, vacation leave, or any type of
administrative leave but does include direct labor hours provided under
level-of-effort subcontracts.

\(c\) Once the maximum number of direct labor hours is reached or the
contract term has ended, the Contractor\'s requirements under the
contract are fulfilled, even though the specified work may not have been
completed. The Contractor is not authorized to exceed the maximum of the
direct labor hours specified in paragraph (a) unless a bilateral
contract modification is executed. Any estimated cost and fee(s)
adjustments for any additional direct labor hours shall be based solely
upon the quantity of additional hours being added to the maximum number
of direct labor hours specified in this clause.

\(d\) The fee, if any, is based upon the furnishing of at least the
specified minimum number of direct labor hours, including subcontract
hours. If the Contractor provides less than that specified minimum
number of hours prior to expiration of the contract term, and the
Government has not invoked its rights under the Termination clause of
this contract to adjust the contract for such reduced effort, the
Contracting Officer may unilaterally make an equitable downward
adjustment to the contract fee. The downward adjustment in fee will be
based upon the difference between the minimum direct labor hours
specified under this clause and the amount of direct labor hours
provided by the Contractor. Prior to making such an adjustment, the
Contracting Officer will request the Contractor provide a written
discussion of any extenuating circumstances (e.g., productivity
improvements or reductions in contract scope) which contributed to the
underrun. Any information provided by the Contractor will be considered
by the Contracting Officer in determining the amount of the downward
adjustment in fee.

(End of clause)

H**.**7 KEY PERSONNEL AND FACILITIES (NASA 18-52.235-71) (MAR 1989)

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

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

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

FOIA b4 Exemption

(End of clause)

H.8 NASA PLAN FOR SOCIALLY AND ECONOMICALLY DISADVANTAGED\
BUSINESSES

The Contractor agrees to a mandatory goal of 20 percent of total
estimated contract value to small disadvantaged business concerns. This
represents an effective goal of 19.2% because prior to consolidation of
the Science Payload Development, Engineering and Operations (SPDEO)
contract with the Engineering, Test and Analysis (ETA) contract \[note:
ETA was the name of NAS9-19100 until Mod 60\], the SPDEO contract had
only a 10% goal.

The subcontracting goals set forth under this clause shall include a 3%
goal for HUBZones and a 3% goal for Veteran-Owned Small Business
Concerns. For purposes of this article, Small Disadvantaged Businesses
(as reported to NASA on Line 11 of SF294, subcontracting Report for
Individual Contracts) shall be defined as organizations owned or
controlled by socially and economically disadvantaged individuals,
veteran-owned small business concerns, service-disabled veteran-owned
small business concerns, HUBZone small business concerns, woman-owned
small business concerns, historically Black Colleges and Universities,
and minority educational institutions. SF294 reporting shall be updated
as total contract value increases to reflect SDB, HUBZone, and
Veteran-Owned small business goals (in dollars) as determined by
applying the goal percentages to the current contract value. The current
contract value of HUBZone and Verteran Owned SB Concerns is defined as
the ETC (estimate to complete) of the contract at the time these goals
were added plus any subsequent increases to contract value.

(End of clause)

H.9 MATERIALS AND SUBCONTRACTS - ADJUSTMENT PROVISION

A. The performance of tasks under this contract will in some instances
require the Contractor to furnish materials, commercially available
products, or subcontracted items (hereafter collectively referred to as
\"materials\") that may be charged as direct costs to this contract
pursuant to the \"Allowable Cost and Payment\" clause hereof. It is
anticipated that the total cost of such items will fall in a range of
±20 percent of \$272,714,048.

B. In the event the Government\'s issuance of (or failure to issue) task
orders hereunder causes an increase or decrease in the scope of the
effort requiring the furnishing of materials, as identified in A above,
the Contracting Officer will make an equitable adjustment in the
estimated cost and fee hereof, and any other affected contract
provision. Any fee adjustment made pursuant to this clause shall (1) not
exceed the maximum fee set forth in NASA Form 634, Structured Approach
Profit/Fee, for material acquisition (i.e., 4 percent), (2) take into
account and give consideration to any efficiencies or inefficiencies on
the part of the Contractor (and subcontractors, if applicable) in
furnishing materials under the contract, (3) consider the type and
amount of increased (or decreased) corporate resources required to
accommodate the change in material requirements, and (4) be applicable
only with respect to increases or decreases in requirements from the
minimum and maximum values set forth in A above.

C. As used in this clause, the term \"subcontracted items\" does not
include any subcontracts entered into by the Contractor for the
acquisition of level-of-effort resources, even if such subcontracts may
require the contractor to furnish materials in connection with the
furnishing of the level-of-effort resources.

D. In addition to any data otherwise required to be furnished by the
Contractor in support of any proposal submitted pursuant to this
provision, the Contractor shall provide to the Contracting Officer on
request any information which the Contracting Officer may reasonably
require in order to assess the Contractor\'s efficiency or inefficiency
in furnishing materials hereunder.

(End of Clause)

H.10 HANDLING OF SENSITIVE DATA

It is anticipated that in the performance of this contract, the
Contractor may have access to and use of NASA\'s sensitive internal
budget, accounting, or financial data. The Contractor agrees to use,
copy, or disclose such data, or any other data agreeably within these
categories, only for contract purposes, and to make no other use or
disclosure of such data without written permission of the Contracting
Officer.

To the extent that the work under this contract requires access to
proprietary, business confidential, or financial data of other
companies, and as long as this data remain proprietary or confidential,
the Contractor shall protect this data from unauthorized use and
disclosure and agrees not to use them to compete with those other
companies.

(End of Clause)

H.11 REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS\
OF OFFERORS (JSC 52.209-90) (SEP 1988)

This contract incorporates Section K, Representations, Certifications,
and Other Statements of Offerors, as set forth in the Contractor\'s
proposals dated July 6, 1993, for Schedule A and October 5, 1992 and
November 23, 1992, for Schedule B by reference, with the same force and
effect as if it were given in full text.

(End of Clause)

H.12 HOUSEHOLD GOODS SHIPMENTS (JSC 52.247-96) (APR 1984)

Movement of household goods and personal effects of Contractor
employees, when the total transportation costs are to be reimbursed by
the Government, shall be made by carriers furnishing reduced rates under
section 22 quotations of the Interstate Commerce Act. The Contractor
will inform the Chief, Transportation Branch, JF7, Lyndon B. Johnson
Space Center, Houston, Texas 77058, telephone 483-6506, of each planned
movement; and that office will provide the Contractor with applicable
instructions for household goods movement and such other support or
guidance that is requested.

The Contractor will furnish the Chief, Transportation Branch, Lyndon B.
Johnson Space Center, with advance information of any planned mass
movement of personnel (25 or more families) 30 or more days prior to the
start of any major relocations in order to provide the Government with
sufficient time for rate negotiation action.

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

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

One copy of all carrier\'s bills of lading will be furnished to the
Chief, Transportation Branch, JF7, Lyndon B. Johnson Space Center,
Houston, Texas 77058, on movements of household goods and personal
effects which are the result of the relocation of Contractor employees
when the total transportation costs are to be reimbursed by the
Government. Requests for deviations from the procedure established by
this clause shall be in writing and addressed to the Contracting
Officer.

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

The Contractor shall mark all items in accordance with MIL-STD-130.

(End of Clause)

H.13 TRAVEL AGENT AGREEMENTS (JSC 52.251-90) (JAN 1990)

The Contractor agrees to establish a written agreement with its travel
agent to ensure that the lowest customary standard, coach, or equivalent
airfare is obtained, at all times, for any official Government travel in
support of this contract. A copy of the signed agreement shall be
forwarded to the Contracting Officer.

(End of Clause)

H.14 PROVIDING FACILITY ITEMS (JSC 52.245-97) (APR 1994)

The purpose of this clause is to set forth the parties' intent regarding
their respective responsi-bilities for providing facility items under
this contract. The parties accordingly agree as follows.

1\. "Provide," as used in this clause, has the same meaning as set forth
in NASA FAR Supplement 18-45.301. "Facilities," as used in this clause,
has the same meaning as set forth in FAR 45.301.

2\. The Government shall provide to the contractor the facilities
identified in Contract\
NAS9-18997(F).

3\. The contractor shall replace any of the existing facilities
identified in subparagraph 2 above that reach the end of their useful
life during the contract period or which are beyond economical
maintenance or repair, if the facilities are still needed for contract
performance. Such replacements shall be made with contractor-owned
facilities and shall not be a direct charge to the contract.

4\. The contractor shall not acquire facility items for the Government,
unless specifically authorized by the contract or consent has been
obtained in writing from the contracting officer pursuant to FAR
45.302-1(a). The contractor agrees to provide all facilities necessary
for the performance of this contract, except as provided in subparagraph
2 above.

(End of clause)

H.15 EXPORT OF TECHNICAL DATA, COMPUTER SOFTWARE, OR HARDWARE

1\. During the course of contract activities, including Space Station
and Shuttle/MIR activities, NASA may have a need to deliver, disclose,
or transfer to a foreign entity or person ("export") technical data,
computer software, or hardware developed, used, or required to be
delivered by the Contractor in the performance of this contract. When
such a need arises, NASA may exercise the applicable exemptions, general
licenses, existing NASA export licenses or other approvals available to
a Federal agency under the U.S. export control laws, and may effect the
export of such technical data, computer software, or hardware for NASA
by direction to the Contractor.

2\. When directed in writing by the Contracting Officer, or designated
representative, the Contractor, acting as an agent of NASA for the
purposes of export control, shall export on behalf on NASA specifically
identified technical data, computer software, or hardware to a named
foreign entity or person, in the manner and under the conditions
provided for in the direction.

3\. Any export made in accordance with this clause shall be limited to
only that technical data, computer software, and hardware which NASA
specifically identifies and authorizes the Contractor to export, in the
manner and under the conditions provided in the authorization. All other
exports of technical data, computer software and hardware by the
Contractor, whether related to the performance of this contract or
otherwise, are subject to the applicable requirements of the U.S. export
control laws and regulations.

4\. Nothing contained in this clause shall affect the protection or
allocation of rights to technical data or computer software between NASA
and the Contractor or any subcontractors as provided for in this
contract or subcontract hereunder; nor shall this clause imply any
license or affect the scope of any license otherwise granted to the
Government or the recipient of the transferred or disclosed technical
data or computer software.

5\. The Contractor agrees to include this clause in all related
subcontracts at any tier (suitably modified to reflect the relationship
of the parties), the performance of which may require the development,
delivery, or use of technical data, computer software, or hardware. If
there is any question as to such a need by the Contractor or a
prospective subcontractor, the Contractor shall promptly notify the
Contracting Officer and not proceed with subcontract award without
further instruction.

6\. When this clause is included in a subcontract, the Contractor and
subcontractor agree that any direction given by the Contracting Officer
or designated representative to the Contractor under this clause will be
given by the Contractor to a subcontractor when required to effect the
export for NASA in accordance with this clause.

(End of clause)

H.16 NON-GOVERNMENT USE OF PLANT EQUIPMENT

The contractor and Government have entered into a Facilities
Reimbursable Agreement (FRA) which outlines the benefit the Government
will derive from the contractor\'s non-Government use of designated
property through rental receipts along with the terms and conditions
related to the use of this equipment. The Government agrees to permit
the nonexclusive use of the NASA Johnson Space Center's
facilities/laboratories for non-government commercial business use on a
full cost reimbursement basis, as specified in Article II -- Financial
Arrangements, of the FRA.

The Government will prepare and submit a bill to the Contractor at the
completion of each work request. The Contractor shall pay the balance
due by the payment due date shown on each bill. The total rental receipt
payments made to the Government by the Contractor under the FRA will be
credited toward the savings by which the Contractor's Incentive Fee
(30%) is calculated.

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

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

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

(End of Clause)

(END OF SECTION)

## J-I PERFORMANCE AWARD AND COST INCENTIVE PLAN

# I. INTRODUCTION

> In accordance with the provisions of the Federal Acquisition
> Regulation, including NASA and JSC policies, a performance evaluation
> procedure is established for determination of award fees payable under
> this contract. The payment of any award fee shall be contingent upon
> an evaluation of the contractor's performance based upon the standards
> specified in Appendix 1. In addition, a supplemental cost incentive is
> provided under this plan to encourage program cost reductions. Payment
> of any supplemental incentive fee shall be contingent upon the
> contractor's ability to earn an average annual award fee score of 80
> or above.
>
> The contractor\'s performance will be evaluated by the Government, in
> accordance with the procedures set forth below, at the expiration of
> each award fee period as identified in Appendix 3. The evaluation to
> be performed by the Government will be based on the Government\'s
> assessment of the contractor\'s accomplishment of the required effort
> in the various areas of work covered by the Statement of Work in
> accordance with the criteria, weightings, procedures, and other
> provisions set forth below.
>
> All award fee determinations issued under this plan shall be deemed
> final. Any fee not earned in an award fee period will not be allocated
> to any future award fee period.

II\. PROCEDURES

A. Performance Evaluation Board (PEB)

> The PEB will be appointed by the Fee Determination Official (FDO) or
> his designee.
>
> A PEB, comprised of selected technical and administrative personnel of
> NASA, will evaluate the Contractor\'s performance after each
> evaluation period to determine whether, and to what extent, the
> Contractor\'s performance during the evaluation period is deserving of
> the payment of award fee. The Board, at the end of each evaluation
> period will prepare a summary of the evaluations for review by the Fee
> Determination Official (FDO). This summary will include a
> recommendation to the FDO as to the adjective rating and numerical
> score to be assigned for the Contractor\'s performance in the
> preceding evaluation period.
>
> The Contractor may furnish a self-evaluation for each evaluation
> period, and the self-evaluation must be received by the Contracting
> Officer within 5 working days after the expiration of each performance
> period. In addition, the Contractor may conduct a briefing, not to
> exceed 30 minutes to the PEB prior to the PEB\'s development of its
>
> recommendations. The Contractor will be furnished a copy of the PEB\'s
> findings or
>
> conclusions and fee recommendation and will be afforded the
> opportunity to submit
>
> for consideration of the FDO: (1) proposed evaluations or conclusions;
> or (2) exceptions to the evaluations, conclusions, or fee
> recommendations of the PEB; and (3) supporting reasons for such
> exceptions or proposed evaluations or conclusions. The Contractor\'s
> submissions must be made in writing and must be submitted through the
> Contracting Officer to the FDO within 7 working days from the date of
> Contractor\'s receipt of the PEB findings and fee recommendations.
>
> B. FDO
>
> The FDO, a senior NASA official, will determine the contractor\'s
> performance score in accordance with the procedures set forth below.
> After considering available and pertinent information and
> recommendations, the FDO will make a performance determination for
> each period in accordance with the provisions of this attachment J-1
> and of B.2 entitled \"Estimated Cost and Award Fee.\"
>
> In the event the FDO has not received a submission from the
> contractor, the FDO will not make a performance determination prior to
> the expiration of the 7 working day period prescribed above for
> contractor submissions unless the contractor has affirmatively
> indicated, in writing, that no contractor submission will be made.

III\. PERFORMANCE AWARD EVALUATION

######## A. Evaluation Criteria

Award fee evaluations will be based upon a review the contractor's
technical and contract management performance for each evaluation
period.

> The criteria to be used in the evaluation of contractor performance
> are listed in paragraph B. Weightings, indicated below. Specific
> criteria for evaluation of contractor performance will be identified
> in the surveillance section(s) of each TWP as applicable. To the
> extent possible, emphasis will be placed on objective measurements of
> performance with the most importance placed on effective planning and
> execution of requirements including meeting appropriate delivery
> schedules, providing quality products, and effective resource
> utilization. The Government may unilaterally identify areas of special
> emphasis and prioritize their relative importance. These areas of
> special emphasis will be communicated to the contractor in writing
> prior to the beginning of the applicable evaluation period. The
> Government may also unilaterally change the evaluation weightings in
> Section B. Evaluation Weightings, below. Any changes in evaluation
> weightings will be communicated to the contractor in writing prior to
> the beginning of any
>
> evaluation period.

B. Evaluation Weightings

> 1\. Technical Requirements 90**%\
> **

a.  Technical Performance\
    Quality of Work (including technical metrics)\
    Quantity of Work (including technical metrics)\
    Program Management and Administration (including SR&QA and
    Information Technology)\
    Meeting Production/Work Schedule (timeliness)

b.  Efficiency of Performance of Technical Work\
    Task Efficiency (including plan versus actual)\
    Productivity

> 2\. Overall Contract Management (including Cost Management) 10**%**
>
> C. In order to earn any award fee, the contractor must receive a
> numerical rating higher than 60. Appendix 1 hereto provides the
> performance level definition adjective ratings and corresponding
> numerical scores that will be used in evaluating performance. The
> numerical grade ranges corresponding to these adjective ratings, and
> their conversion to total award fee earned is set forth in Appendix 2.
> Appendix 3 provides the distribution of the maximum award fee
> available for each evaluation period. Appendix 4 is a graphic
> illustration of the award fee arrangement.

IV\. COST INCENTIVE DETERMINATION

A supplemental incentive is provided to encourage cost reduction
initiatives that will reduce operational costs while maintaining a very
good to excellent level of contract performance. This incentive will
ensure that the monitoring and control of the costs on the contract
receive the necessary level(s) of emphasis such that the interests of
the Government are best protected.

An annual cost performance assessment will be conducted to determine if
the contractor has earned any supplemental incentive fee for the period.
This assessment will be based upon a review of fiscal year actual costs
as compared to the fiscal year target cost as defined in Section VI,
Paragraph A, Completion-Form Target Cost.

The contractor's share of any cost savings or cost overruns will be 30%.
The contractor must earn a minimum average award fee score of 80 or
above for the two evaluation periods during a fiscal year in order to be
eligible to earn any supplemental incentive fee

associated with a cost under run. The contractor's maximum share of any
cost overrun will be limited to the value of the award fee pool for the
same fiscal year.

#  ESTIMATED COST

> The contractor shall continue to report the original ETA and SPDEO
> negotiated contract baselines in the NF 533M. Since the 533M report
> columns 7b and 7d, Prior Month Plan and Cum Plan, will not be revised,
> the following formulas will be used to establish the estimated cost
> for the fiscal year:
>
> The cost baseline for completion-form effort (PB SOW and IDIQ tasks)
> will be established using the rates listed in Appendix 5 (LM Labor
> Rates), Appendix 6 (Subcontractor Labor Rates), and Appendix 7 (G&A
> Rates). As indicated in the formula below, the applicable hours by
> skill mix are multiplied by the negotiated direct labor rates
> (Appendix 5) or subcontractor rates (Appendix 6) in each Basis of
> Estimate (BOE). The BOE travel, material, and overtime premium costs
> multiplied by the negotiated G&A rate (Appendix 7) are then added to
> the labor dollar estimate to establish the estimated TWP cost.
>
> TWP Estimated Cost = (BOE LM DL Hrs by skill mix) x (Appendix 5 LM
> Labor rate) + (BOE sub DL Hrs by skill mix) x (Appendix 6 sub labor
> rate) + (BOE material, travel, Overtime Premium) x (Appendix 7 G&A
> rate)

The cost baseline for Level of Effort will be established by multiplying
the estimated direct labor hours for all LOE tasks by the negotiated
wrap rate (Appendix 8) for the appropriate evaluation period.

> **LOE Estimated Cost = (Appendix 8 wrap rate) x (baseline hours)**

# 

#  ESTABLISHING TARGET COST

> A. Completion-Form Target Cost
>
> TWP estimated cost will be adjusted to reflect the physical percent of
> completion of each completion-form TWP to account for any effort that
> is not complete at the end of the year. This adjustment in made to
> insure that the cost performance measured is directly related to the
> work completed.
>
> **Target Cost = (TWP Estimated Cost) x (TWP % of Completion)**

B.  Level-of-Effort Target Cost

The target cost for LOE tasks is determined directly by multiplying the
actual direct labor hours for all LOE tasks by the negotiated wrap rate
(Appendix 8) for the appropriate evaluation period. The actual delivered
LOE hours are used to insure that the cost performance measured is
directly related to the work completed.

> **LOE Target Cost = (Appendix 8 wrap rate) x (delivered hours)**

###### 

> C. Total Target Cost
>
> The total target cost will be the summation of the target cost of all
> completion-form TWPs and the target cost of all level-of-effort TWPs.

###### D. Estimating Mid-Year Target Cost

Physical percent of completion adjustments are not made for award fee
evaluation periods that do not coincide with either the end of a fiscal
year or the end of the contract period of performance. Instead, the
target cost used for the mid-year evaluations will be estimated as
follows:

The completion-form estimated target cost will be based upon one half of
the total estimated cost of the PB and IDIQ TWPs baselined for the
fiscal year.

LOE target cost will be determined by multiplying the baseline wrap rate
X the actual number of hours delivered.

### 

###  

### APPENDIX 1 - EVALUATION DEFINITIONS

Adjective Definition Grade-Range

Excellent Of exceptional merit; exemplary performance 91-100

in a timely, efficient, and economical manner;\
very minor (if any) deficiencies with no\
adverse effect on overall performance.

Very Good Very effective performance, fully responsive 90-81

to contract requirements accomplished in a\
timely, efficient, and economical manner for\
the most part. Only minor deficiencies.

Good Effective performance; fully responsive to 80-71

contract requirements; reportable deficiencies,\
but with little identifiable effect on overall\
performance.

Satisfactory Meets or slightly exceeds minimum acceptable 70-61

standards; adequate results. Reportable\
deficiencies with identifiable, but not\
substantial, effects on overall performance.

Poor/ Does not meet minimum acceptable standards 60 and

Unsatisfactory in one or more areas; remedial action required below\
in one or more areas; deficiencies\
in one or more areas which adversely affects\
overall performance.

#####  

##### APPENDIX 2 - PERFORMANCE SCORE CONVERSION CHART

Weighted Performance Score Percentage of Available Award Fee

100 100.0%

99 99.0

98 98.0

97 97.0

96 Excellent 96.0

95 95.0

94 94.0

93 93.0

92 92.0

91 91.0

90 90.0

89 89.0

88 88.0

87 87.0

86 86.0

85 Very Good 85.0

84 84.0

83 83.0

82 82.0

81 81.0

80 80.0

79 79.0

78 78.0

77 77.0

76 76.0

75 75.0

74 Good 74.0

73 73.0

72 72.0

71 71.0

70 70.0

69 69.0

68 68.0

67 67.0

66 66.0

65 65.0

64 Satisfactory 64.0

63 63.0

62 62.0

61 61.0

60 and Below 0.0

APPENDIX 3 - AWARD FEE DISTRIBUTION

EVALUATION PERIOD ESTIMATED AWARD FEES AVAILABLE

January 1, 1994 - March 31, 1994 \$

April 1, 1994 - September 30, 1994 \$

October 1, 1994 - March 31, 1995 \$

April 1, 1995 - September 30, 1995 \$

October 1, 1995 - March 31, 1996 \$

April 1, 1996 - September 30, 1996 \$

October 1, 1996 - March 31, 1997 \$

April 1, 1997 - September 30, 1997 \$

October 1, 1997 - March 31, 1998 \$

April 1, 1998 - September 30, 1998 \$

October 1, 1998 - March 31, 1999\* \$

April 1, 1999 - September 30, 1999\* \$

October 1, 1999 - March 31, 2000\* \$

April 1, 2000 - September 30, 2000\* \$

October 1, 2000 - March 31, 2001\* \$

April 1, 2001 - September 30, 2001\* \$

October 1, 2001 - March 31, 2002\* \$

April 1, 2002 - September 30, 2002\* \$

October 1, 2002 - March 31, 2003\* \$

April 1, 2003 - September 30, 2003\* \$

October 1, 2003 - December 31, 2003\* \$

\*The available award fee pool at the end of each fiscal year evaluation
period is defined to be 5.2% of the target cost. The target cost will be
adjusted to address any effort that is not physically complete as of the
end of each fiscal year.

The available award fee pool for the first evaluation period of each
fiscal year will be based on 50% of the target cost (See Section VI) as
of the last day of the evaluation period X 5.2%.

The target cost of the effort accomplished during the second award fee
period of the fiscal year will be based upon the target costs for the
year less the target cost used for the first award fee period. The
maximum award fee pool for the second period is 5.2% of the target cost
less the maximum award fee pool made available during the first award
fee period.

#####  

APPENDIX 4 - GRAPHIC ILLUSTRATION OF AWARD ARRANGEMENT

FEE PER GRADE POINT

![](media/image1.wmf){width="4.65625in" height="3.75in"}

#####