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Procurement Notice

National Aeronautics and

Space Administration

Washington, DC 20546

**PN 04-19**

**November 13, 2006**

**EARNED VALUE MANAGEMENT (EVM)**

***BACKGROUND*:**  This Procurement Notice (PN) revises the NASA FAR
Supplement to reflect the interim rule published on November 13, 2006 in
the Federal Register. The interim rule implemented the FAR Earned Value
Management (EVM) coverage published in Federal Acquisition Circular
(FAC) 2005-11. The FAC established a Federal-wide requirement for the
use of EVM consistent with the EVM requirements set forth in OMB
Circular A-11, Part 7, Capital Programming Guide (CPG) (see
http://www.whitehouse.gov/OMB/circulars/a11/cpgtoc.html). The FAC also
established EVM coverage at Parts 34 and 52, including provisions and
clauses. The FAC allows agencies to develop their own EVM provisions and
clauses that are substantially the same as those in the FAR.
Accordingly, this PN deletes the previous NASA EVM coverage at NFS
1842.74, along with the associated provisions and clauses, and instead
provides NASA's implementation of the new FAR coverage, including NASA's
versions of the FAR EVM provision and clause. The FAR now requires EVM
on all development contracts and subcontracts for major acquisitions,
irrespective of contract type. This PN also provides instructions on
which NASA contracts are subject to this EVM requirement.

***ACQUISITIONS AFFECTED BY CHANGES***:  All applicable contracts and
subcontracts for major acquisitions and other development and production
contracts and subcontracts with values greater than \$20 million.

***ACTION REQUIRED BY CONTRACTING OFFICERS***:  Use the NFS EVM
provision and clause instead of those prescribed for use in FAR 34.203.

***PROVISION AND CLAUSE CHANGES***:  1. Deletions: This PN deletes the
following:
[1852.242-74](http://www.hq.nasa.gov/office/procurement/regs/5242-44.htm#1852.242-74),
Notice of Earned Value Management System;
[1852.242-75](http://www.hq.nasa.gov/office/procurement/regs/5242-44.htm#1852.242-75),
Earned Value Management System;
[1852.242-76](http://www.hq.nasa.gov/office/procurement/regs/5242-44.htm#1852.242-76),
Modified Cost Performance Report; and
[1852.242-77](http://www.hq.nasa.gov/office/procurement/regs/5242-44.htm#1852.242-77),
Modified Cost Performance Report Plans. 2. Additions. This PN adds the
following: 1852.234-1, Notice of Earned Value Management System;
1852.234-2, Earned Value Management System, and its Alternate I.

***PARTS AFFECTED***:  Part 1834, 1842, and 1852.

***REPLACEMENT PAGES***:  You may use the enclosed pages to replace Part
1834**,** Part 1842**,** 52:3, 52:4, 52:75, 52:76, 52:77, 52:78, 52:79,
52:80, 52:81, 52:82, 52:83, 52:84, 52:84.1, 52:84.2(added), 52:84.3
(added), 52:84.4 (added), 52:91 thru 52:97, and 52-119 thru 52-122 of
the NFS.

***TYPE OF RULE AND PUBLICATION DATE***:  The PN was published as an
interim rule in the Federal Register (71 FR 66120-66122) on November 13,
2006.

***CANCELLATION:*** PIC 06-06, Interim Instructions for Implementing
Earned Value Management on NASA Contracts, is hereby cancelled.

***HEADQUARTERS CONTACT***:  Ken Sateriale, Office of Procurement,
Contract Management Division, (202) 358-0491, email:
ken.sateriale@nasa.gov.

Tom Luedtke

Assistant Administrator for Procurement

Enclosures

 

**DISTRIBUTION LIST:**

**  PN List** 

**PART 1834**

**MAJOR SYSTEM ACQUISITION**

# TABLE OF CONTENTS

# SUBPART 1834.0 GENERAL

1834.003 Responsibilities.

**SUBPART 1834.2 EARNED VALUE MANAGEMENT SYSTEM**

1834.201 Policy.

1834.202 Integrated baseline reviews.

1834.203 Solicitation provisions and contract clause.

1834.203-70 NASA solicitation provision and contract clause.

**PART 1834**

**MAJOR SYSTEM ACQUISITION**

**Subpart 1834.0\--General**

**1834.003 Responsibilities.**

\(a\) NASA\'s implementation of OMB Circular No. A-109, Major Systems
Acquisition, and [FAR Part
34](http://www.arnet.gov/far/current/html/Subpart_34_1.html#1046738) is
contained in this Part and in NASA Policy Directive (NPD) 7120.4,
\"Program/Project Management,\" and NASA Procedures and Guidelines (NPG)
7120.5, \"NASA Program and Project Management Processes and
Requirements\".

**Subpart 1834.2\--Earned Value Management System**

1834.201 Policy.

\(a\) Application of an Earned Value Management System (EVMS) is
required for all acquisitions for development designated as major in
accordance with OMB Circular A-11, and for development or production
contracts and subcontracts, including those for flight and ground
support requirements, and institutional requirements (facility, IT
investment, etc.) as follows:

**(i)** For contracts and subcontracts valued at \$20M or more, and
contracts and subcontracts for major acquisitions valued at less than
\$20M, the EVMS shall comply with the guidelines in the ANSI/EIA-748
Standard.

**(ii)** For contracts and subcontracts valued at \$50M or more, the
contractor shall have an EVMS that has been formally validated and
accepted by the Government.

**(iii)** For contracts and subcontracts for other than major
acquisitions valued at less than \$20M, earned value management
application is optional and is a risk-based decision that is at the
discretion of the program/project manager.

**(iv)** EVM is not required on contracts for non-developmental
engineering support services, steady state operations, basic and applied
research, and routine services such as janitorial services or grounds
maintenance services. In these cases, application of EVM is at the
discretion of the program/project manager.

\(e\) Contracting officers shall request the assistance of the cognizant
Defense Contract Management Agency (DCMA) office in determining the
adequacy of proposed EVMS plans.

**1834.202 Integrated baseline reviews.**

\(d\) Use of pre-award IBRs is limited to the second or subsequent
phases of a phased acquisition (see 1817.73). When a pre-award IBR is
contemplated, the contracting officer shall include the instructions
with respect to the schedule and conduct of the IBR in the proposal
request.

**1834.203 Solicitation provisions and contract clause.**

The FAR EVMS solicitation provisions and contract clause are not used in
NASA contracts. See 1834.203-70 for the NASA EVMS solicitation provision
and contract clause.

**1834.203-70 NASA solicitation provision and contract clause.**\
Except for the contracts identified in 1834.201(a)(iv), the contracting
officer shall insert --

\(a\) The provision at 1852.234-1, Notice of Earned Value Management
System, in solicitations for contracts for \--

\(1\) Development or production, including flight and ground support
projects, and institutional projects (facility, IT investment, etc.),
with a value exceeding \$20M; and

\(2\) Acquisitions of any value designated as major by the project
manager in accordance with OMB Circular A-11; and

\(b\) The clause at 1852.234-2, Earned Value Management System, in
solicitations and contracts with a value exceeding \$50M that include
the provision at 1852.234-1. The contracting officer shall use the
clause with its Alternate I when the contract value is less than \$50M.

PART 1842

CONTRACT ADMINISTRATION AND AUDIT SERVICES

# TABLE OF CONTENTS

**SUBPART 1842.1 CONTRACT AUDIT SERVICES**

1842.101 Contract audit responsibilities.

1842.102 Assignment of contract audit services.

1842.102-70 Review of administration and audit services.

1842.170 Assignment of NASA personnel at contractor plants.

**SUBPART 1842.2 CONTRACT ADMINISTRATION SERVICES**

1842.202 Assignment of contract administration.

1842.202-70 Retention of contract administration.

1842.270 Contracting officer technical representative (COTR)
delegations.

1842.271 NASA clause.

**SUBPART 1842.3 CONTRACT ADMINISTRATION OFFICE FUNCTIONS**

1842.302 Contract administration functions.

**SUBPART 1842.5 POSTAWARD ORIENTATION**

1842.503 Postaward conferences.

**SUBPART 1842.7** **INDIRECT COST RATES**

1842.705 Final indirect cost rates.

1842.705-1 Contracting officer determination procedure.

1842.708 Quick-closeout procedure.

1842.708-70 NASA Quick-closeout procedure.

**SUBPART 1842.8 DISALLOWANCE OF COSTS**

1842.803 Disallowing costs after incurrence.

**SUBPART 1842.12 NOVATION AND CHANGE-OF-NAME AGREEMENTS**

1842.1203 Processing agreements.

1842.1203-70 DOD processing of novation and change-of-name agreements on

behalf of NASA.

**SUBPART 1842.13 SUSPENSION OF WORK, STOP-WORK ORDERS, AND GOVERNMENT
DELAY OF WORK**

1842.1305 Contract clauses.

**SUBPART 1842.15 CONTRACTOR PERFORMANCE INFORMATION**

1842.1501 General.

1842.1502 Policy.

1842.1503 Procedures.

**SUBPART 1842.70 ADDITIONAL NASA CONTRACT CLAUSES**

1842.7001 Observance of legal holidays.

1842.7002 Travel outside of the United States.

1842.7003 Emergency medical services and evacuation.

**SUBPART 1842.71 SUBMISSION OF VOUCHERS**

1842.7101 Submission of vouchers.

**SUBPART 1842.72 NASA CONTRACTOR FINANCIAL MANAGEMENT**

**REPORTING**

1842.7201 General.

1842.7202 Contract clause.

**SUBPART 1842.73 AUDIT TRACKING AND RESOLUTION**

1842.7301 NASA external audit follow-up system.

PART 1842

**CONTRACT ADMINISTRATION AND AUDIT SERVICES**

## Subpart 1842.1\--Contract Audit Services

**1842.101** **Contract audit responsibilities.**

(a)**(i)** The Defense Contract Audit Agency (DCAA) has been designated
as the DOD agency responsible for the performance of audit functions for
NASA contracts, except those awarded to educational institutions for
which other agencies have audit cognizance under OMB Circular No. A-133,
those with Canadian contractors, and those for which NASA will perform
audits.

**(ii)** Cross-servicing arrangements are the responsibility of the
Headquarters Office of External Relations (Code ID). Contracting
officers should direct questions to the Headquarters Office of
Procurement (Code HK).

**1842.102 Assignment of contract audit services.**

**1842.102-70 Review of administration and audit services.**

NASA contracting activities shall assess their delegations to DOD
semiannually to determine changes in delegation patterns that could
result in significant changes in DOD manpower requirements or have other
important impacts on DOD contract administration activities. Events such
as major program cutbacks or expansions, changes in locations of major
programs, and sizable new acquisitions should be considered in the
assessment. Contracting activities shall advise the Headquarters Office
of Procurement Contract Management Division when an assessment indicates
a significant change in required DOD support.

**1842.170 Assignment** **of** **NASA** **personnel** **at**
**contractor** **plants.**

(a)(1) NASA personnel normally shall not be assigned at or near a
contractor\'s facility to perform any contract administration functions
listed in FAR 42.302(a). Before such an assignment is made, a written
request shall be forwarded to the cognizant program director for
approval with the concurrence of the Assistant Administrator for
Procurement (Code HS). The following supporting information shall be
forwarded with the request to make the assignment:

\(i\) A statement of the special circumstances that necessitate the
assignment.

\(ii\) The contract administration services to be performed.

\(iii\) A summary of any discussions held with the cognizant contract
administration organization.

\(iv\) A staffing plan covering three years or such shorter period as
may be appropriate.

\(2\) The provisions of this paragraph do not apply to NASA audit
personnel assigned to the field installations, to NASA technical
personnel covered by 1842.101 and paragraph (b) of this section, unless
they are performing any contract administration functions listed in FAR
42.302(a), or to personnel assigned to contractors\' plants on NASA or
other Federal installations.

\(b\) NASA may assign technical personnel (such as quality assurance,
reliability, or engineering representatives) to contractors\' plants or
laboratories to provide direct liaison with NASA and technical
assistance and guidance to the contractor and DOD. The duties and
responsibilities of these technical representatives shall be clearly
defined and shall not conflict with, duplicate, or overlap with
functions delegated to DOD personnel. NASA shall advise appropriate DOD
and contractor organizations of the duties and responsibilities of NASA
technical personnel.

\(c\) When a NASA resident office, including any assigned technical
personnel, and a DOD contract administration office are performing
contract administration functions for NASA contracts at the same
contractor\'s facility, the two offices shall execute a written
agreement clearly establishing the relationship between the two
organizations and the contractor. The agreement should eliminate
duplication in the performance of contract administration functions and
minimize procedural misunderstandings between the two organizations.
Such agreements shall be consistent with existing delegations to the
contract administration offices concerned and shall specify the
relationship of NASA nonprocurement resident personnel to their DOD and
contractor counterparts if such personnel will be involved in any aspect
of contract administration.

## Subpart 1842.2\--Contract Administration Services

**1842.202 Assignment** **of** **contract** **administration.**

\(b\) *Withholding normal functions*.

**(i)** The following functions are normally retained by the contracting
office.

**(A)** Approval of the final voucher (FAR 42.302(a)(7)).

**(B)** Countersigning NASA Form 456, Notice of Contract Costs Suspended
and/or Disapproved (FAR 42.302(a)(8)).

**(C)** Issuance of decisions under the disputes clause (FAR
42.302(a)(10)).

**(D)** Contract payment (FAR 42.302(a)(13)).

**(E)** Execution of supplemental agreements involving spare parts or
other items selected through provisioning procedures. However,
delegation of the negotiation of supplemental agreements for spare parts
and other items and forwarding for approval and signature of the NASA
contracting officer is permitted (FAR 42.302(a)(22)).

**(F)** Execution of supplemental agreements definitizing change orders
(see FAR 42.302(b)(1)).

**(G)** Issuing termination notices and executing supplemental
agreements for settlement of termination for default or for convenience
of the Government. However, delegation of the negotiation of termination
settlements and forwarding for approval and signature of the NASA
contracting officer is permitted using NASA Form 1432 (FAR
42.302(a)(23)).

**(H)** Consent to placement of subcontracts under FAR 42.302(a)(51).
(See 1844.202-1(a)).

\(d\) *Transmittal and documentation*. In addition to the instructions
at FAR 42.202(d)(1) through (4), contracting officers shall \--

**(i)** Send delegations to DOD contract administration offices in
accordance with the instructions in the DOD Directory of Contract
Administration Services Components (DLAH 4105.4).

**(ii)** At time of contract award, prepare and forward NASA Form 1430,
Letter of Contract Administration Delegation, General, to the contract
administration office. NASA Form 1430A, Letter of Contract
Administration, Special Instructions, will supplement the NASA Form
1430, to modify previously delegated functions and provide additional or
particular information considered necessary to ensure clear
understanding of all delegated functions.

**(iii)** Forward NASA Form 1431, Letter of Acceptance of Contract
Administration, with each NASA Form 1430 or 1430A. Contracting officers
shall use the returned NASA Form 1431 as contract file documentation
that the delegation has been accepted, modified or rejected by the
contract administration office and as a reference for points of contact
for each of the functional areas delegated.

**(iv)** Use NASA Form 1433, Letter of Audit Delegation, to delegate the
audit function and to amend previous delegations. Distribute copies of
the contract and NASA Form 1433 as follows:

**(A)** *Audit office:* One copy of the contract and three NASA Forms
1433. When the Department of Health and Human Services is designated as
the audit office, item 12 on NASA Form 1433 shall be marked \"Not
applicable.\"

**(B)** *Contractor:* One NASA Form 1433.

**(C)** *Cognizant NASA fiscal or financial management office:* One NASA
Form 1433.

**(v)** For contracts with the Canadian Commercial Corporation (CCC),
audits are automatically arranged by the Department of Defense
Production (Canada) (DDP) in accordance with agreements between NASA and
DDP. Audit reports are furnished to DDP. Upon advice from DDP, CCC will
certify the invoice and forward it with Standard Form 1034, Public
Voucher, to the contracting officer for further processing and
transmittal to the fiscal or financial management officer.

**(vi)** For contracts placed directly with Canadian firms, audits are
requested by the contracting officer from the Audit Services Branch,
Comptroller of the Treasury, Department of Finance, Ottawa, Ontario,
Canada. Invoices are approved by the auditor on a provisional basis
pending completion of the contract and final audit. These invoices,
accompanied by SF 1034, are forwarded to the contracting officer for
further processing and transmittal to the fiscal or financial management
officer. Periodic advisory audit reports are furnished directly to the
contracting officer.

**1842.202-70 Retention of contract administration.**

\(a\) The assignment of contract administration is optional for the
following contracts:

**(1)** Research and development study contracts not involving
deliverable hardware or Government furnished property.

**(2)** Contracts with delivery schedules of 90 days or less.

**(3)** Purchase orders without Government source inspection
requirements.

**(4)** Contracts requiring only on-site performance.

**(5)** Contracts requiring work in the vicinity of the awarding center
where DOD contract administration services are not reasonably available.

**1842.270 Contracting officer technical representative (COTR)
delegations.**

\(a\) The cognizant contracting officer may appoint a qualified
Government employee to act as their representative in managing the
technical aspects of a particular contract. If necessary, the
contracting officer may appoint an alternate COTR to act during short
absences of the COTR. Technical organizations are responsible for
ensuring that the individual they recommend to the contracting officer
possesses training, qualifications and experience commensurate with the
duties and responsibilities to be delegated and the nature of the
contract.

\(b\) NASA Form 1634, Contracting Officer Technical Representative
(COTR) Delegation, shall be used to appoint COTRs. A COTR's duties and
responsibilities may not be redelegated by the COTR and the COTR may be
held personally liable for unauthorized acts. However, this does not
prohibit the COTR from receiving assistance for the purpose of
monitoring contractor progress and gathering information. When an
individual is appointed as a COTR on more than one contract, separate
delegations shall be issued for each contract. A separate NASA Form 1634
will be used to appoint an alternate COTR.

\(c\) A COTR delegation remains in effect throughout the life of the
contract unless canceled in writing by the cognizant contracting officer
or at any level above that contracting officer. The contracting officer
may modify the delegation only by issuance of a new delegation canceling
and superseding the existing delegation.

\(d\) A COTR shall not be authorized to initiate procurement actions or
in any way cause a change to the contract or increase the Government\'s
financial obligations. However, delegations may be made to construction
contract COTRs to sign emergency on-site change orders with an estimated
value not to exceed the value specified in writing by the contracting
officer in the NASA Form 1634 but in no event to exceed \$25,000.

\(e\) Each COTR shall acknowledge receipt and accept the delegation by
signing the original delegation letter. The original of the COTR
delegation letter shall be filed in the applicable contract file. Copies
of the signed COTR delegation letter shall be distributed to the COTR,
the contractor, and each cognizant contract administration office.
Acknowledgment and distribution for terminations of COTR delegations and
COTR delegations which revise authority, duties and responsibilities
shall follow the same rules.

(f)(1) Mandatory training for COTRs and their alternates shall include
the following core topic areas:

\(i\) Contracting authority and contract modifications (including
non-personal services and inherently governmental functions);

\(ii\) Inspection and surveillance;

\(iii\) Changes and performance-based acquisition;

\(iv\) Contract financial and property management (including
\"Limitation of Cost\" clause, Anti-Deficiency Act, \"Limitation of
Funds\" clause); and

\(v\) Disputes.

\(2\) Those COTRs for whom it has been more than five (5) years since
they received comprehensive training shall receive refresher training.

\(3\) Procurement officers are responsible for assuring that the
course(s) utilized by their center address the mandatory core topics in
sufficient detail for the purpose of COTR training. Procurement officers
may accept the following training alternative(s) in satisfaction of
comparable requirement(s) specified in paragraph (f)(1) of this section:

\(i\) Another center\'s COTR training; or

\(ii\) Annual ethics training.

\(g\) The contracting officer shall verify that the COTR has received
the mandatory training before signing NASA Form 1634. If an urgent need
arises for the appointment of a COTR and no trained and otherwise
qualified individual is available, then the procurement officer may make
a temporary COTR appointment not to exceed six months. Temporary
appointments must be so identified and clearly reflect the appointment
expiration date.

\(h\) No technical direction may be issued by a COTR relative to
performance-based acquisition requirements or when serving under a
temporary appointment.

**1842.271 NASA clause.**

Insert the clause at 1852.242-70, Technical Direction, when paragraph
3(m) of the NASA Form 1634 specifically authorizes a COTR to issue
technical direction.

**Subpart 1842.3\--Contract Administration Office Functions**

**1842.302 Contract administration functions.**

\(a\) In addition to the responsibilities listed in FAR 42.302(a),
responsibility for reviewing earned value management system (EVMS) plans
and verifying initial and continuing contractor compliance with NASA and
DoD EVMS criteria and conformity with ANSI/EIA Standard 748, Industry
Guidelines for EVMS, is normally delegated to DCMA.

**Subpart** **1842.5\--Postaward Orientation**

**1842.503 Postaward conferences.**

**(1)** A postaward conference shall be held with representatives of the
contract administration office when \--

**(i)** A contract is expected to exceed \$10,000,000;

**(ii)** Contract performance is required at or near a NASA installation
or NASA-controlled launch site;

**(iii)** The delegation will impose an abnormal demand on the resources
of the contract administration office receiving the delegation; or

**(iv)** Complex contract management problems are expected, particularly
risk management areas identified during program and acquisition
planning, e.g., significant or unusual mission success, technical, cost,
schedule, safety, security, occupational health, environmental
protection, and export control risks.

**(2)** Procurement officer approval is required to waive a post-award
planning conference for contracts meeting any of the criteria in
paragraph (1) of this section. The request for procurement officer
approval to waive a post-award conference shall address action taken and
planned to ensure effective communication with the contract
administration office during the performance of the contract.

**Subpart** **1842.7\--Indirect Cost Rates**

**1842.705**  **Final** **indirect** **cost rates.**

**1842.705-1 Contracting officer determination procedure.**

\(b\) *Procedures*

(3)**(i)** When NASA is not the cognizant Federal agency, NASA should
participate with the cognizant contracting officer (or cognizant Federal
agency official) in the final indirect cost rate determination procedure
where the issues involved would have a significant financial impact on
the agency. The NASA participant should be a representative from that
installation providing the preponderance of NASA funding. If a
determination is made that NASA's participation is not warranted, that
decision must be communicated to the cognizant contracting officer (or
cognizant Federal agency official).

**(ii)** When NASA is the cognizant Federal agency, settlement of
indirect costs should be conducted by the cognizant NASA contracting
officer (normally from the installation providing the preponderance of
NASA funding).

**1842.708 Quick-closeout procedure.**

(a)(2)(ii) The 15 percent parameter does not apply to NASA contracts.
Instead, perform a risk analysis that takes into consideration the
contractor systems identified in FAR 42.708(a)(2)(ii), as well as the
concerns of the cognizant contract auditor, and any other pertinent
information.

**1842.708-70 NASA Quick-closeout procedures.**

After a decision is made that the use of quick closeout is appropriate,
the contracting officer shall:

\(a\) Obtain a written agreement from the contractor to participate in
the quick-closeout process under FAR 42.708 for the selected
contract(s).

\(b\) Require the contractor to submit a final voucher and a summary of
all costs by cost element and fiscal year for the contract(s) in
question, as well as a copy of the contractor\'s final indirect cost
rate proposal for each fiscal year quick closeout is involved.

\(c\) Notify the cognizant audit activity in writing, identify the
contract(s), and request: (1) the contractor\'s indirect cost history
covering a sufficient number of fiscal years to see the trend of
claimed, audit questioned, and disallowed costs; and (2) any other
information that could impact the decision to use quick-closeout
procedures. Indirect cost histories should be requested from the
contractor only when the cognizant audit activity is unable to provide
the information.

\(d\) Review the contract(s) for indirect cost rate ceilings and any
other contract limitations, as well as the rate history information.

\(e\) Establish final indirect cost rates using one of the following
rates:

\(1\) The contract\'s ceiling indirect cost rates, if applicable, and if
less than paragraphs (e)(2) through (6) of this section.

\(2\) The contractor\'s claimed actual rates adjusted based on the
contractor\'s indirect cost history, if less than paragraphs (e)(3)
through (6) of this section.

\(3\) Recommended rates from the cognizant audit agency, the local
pricing office, another installation pricing office, or other recognized
knowledgeable source.

\(4\) The contractor\'s negotiated billing rates, if less than
paragraphs (e)(5) or (6) of this section.

\(5\) The previous year\'s final rates.

\(6\) Final rates for another fiscal year closest to the period for
which quick-closeout rates are being established.

\(f\) If an agreement is reached with the contractor, obtain a release
of all claims and other applicable closing documents.

\(g\) For those contracts where the indirect cost rate negotiation
function was delegated or falls under the cognizance of another agency,
send a copy of the agreement to that office.

**Subpart** **1842.8\--Disallowance of Costs**

**1842.803 Disallowing costs after incurrence.**

*(b) Auditor receipt of vouchers.*

\(1\) NASA has designated the contract auditor as the contracting
officer\'s representative for \--

**(A)** Reviewing vouchers received directly from contractors;

**(B)** Approving vouchers for provisional payment and sending them to
the disbursing office;

**(C)** Reviewing completion/final vouchers and sending them to the
designated contracting officer for approval.

**(D)** Authorizing direct submission of interim vouchers for
provisional payment to disbursing offices for contractors with approved
billing systems.

(2)**(A)** When contract costs are questioned, the auditor shall prepare
and send to the cognizant contracting officer NASA Form 456, Notice of
Contract Costs Suspended and/or Disapproved.

**(B)** After coordination with other NASA and federal agency
contracting officers administering contracts with the same contractor
under which a NASA Form 456 or a DCAA Form 1 has been issued for the
same items of cost, the NASA contracting officer shall take one of the
following actions:

**(*a*)** Assign a notice number and sign the NASA Form 456.

**(*b*)** Issue a new NASA Form 456 suspending the costs rather than
disapproving them pending resolution of the issues.

**(*c*)** Return the unsigned NASA Form 456 to the auditor with a
detailed explanation of why the suspension or disapproval is not being
signed, and process the contractor\'s claim for payment.

**(C)** When more than one NASA contract is affected by a notice, the
NASA contracting officer with the largest amount of contract dollars
affected is responsible for coordination of the NASA Form 456 with the
other contracting officers, including those of other federal agencies,
listed in the notice.

**(D)** An original and three copies (which includes two acknowledgment
copies, one each for return to the contracting officer and the auditor)
of the NASA Form 456 shall be sent to the contractor by certified mail,
return receipt requested; one copy shall be attached to the Standard
Form 1034 and each copy of the Standard Form 1034A on which the
deduction for the suspension/disapproval is made.

**(E)(*a*)** If the amount of the deduction is more than the amount of
the public voucher, the installment method of deduction shall be applied
to the current and subsequent public vouchers until the amount is fully
liquidated. The deductions on any voucher may not exceed the voucher
amount to avoid processing of a voucher in a credit amount. Public
voucher(s) with zero amounts must be forwarded to the fiscal or
financial management office for appropriate action.

**(*b*)** If deductions are in excess of contractor claims, recovery may
be made through a direct refund from the contractor, in the form of a
check payable to NASA, or by a set-off deduction from the voucher(s)
submitted by the contractor under any other contract, unless those
contracts contain a \"no set-off\" provision. If a set-off is affected,
the voucher(s) from which the deduction is made should be annotated to
identify the contract and appropriation affected and the applicable NASA
Form 456.

**Subpart** **1842.12\--Novation and Change-of-Name Agreements**

**1842.1203**  **Processing** **agreements.**

\(b\) The installation shall immediately notify the Headquarters Office
of Procurement (Code HS) of the request to execute a novation
(successor-in-interest) or change-of-name agreement.

\(h\) The contracting officer shall forward one copy of the agreement to
Code HS.

**1842.1203-70 DOD processing of novation** **and change-of-name
agreements on behalf** **of**

**NASA.**

\(a\) Copies of novation and change-of-name agreements executed by DOD
on behalf of NASA are maintained by the Headquarters Office of
Procurement (Code HS).

\(b\) Code HS is the Agency point of contact for issues related to
proposed novation agreements. With the concurrence of Code HS, an
installation may execute a separate agreement with the contractor.

**Subpart** **1842.13\--Suspension of Work, Stop-Work Orders, and
Government Delay**

**of Work**

**1842.1305 Contract clauses.**

\(b\) FAR 52.242-15, Stop-Work Order, shall not be used in solicitations
or contracts for research performed by educational or other nonprofit
institutions.

**Subpart** **1842.14\--Traffic and Transportation Management**

**1842.1405** **Discrepancies** **incident** **to** **shipment** **of**
**supplies.**

\(a\) NASA personnel shall also report discrepancies and adjust claims
for loss of and damage to Government property in transit in accordance
with NPR 6200.1, NASA Transportation and General Traffic Management.

**Subpart** **1842.15\--Contractor Performance Information**

**1842.1501 General.**

Communications with contractors are vital to improved performance and
this is NASA's primary objective in evaluating past performance. Other
objectives include providing data for future source selections. While
the evaluations must reflect both shortcomings and achievements during
performance, they should also elicit from the contractors their views on
impediments to improved performance emanating from the Government or
other sources.

**1842.1502 Policy.**

\(a\) Within 60 days of every anniversary of the award of a contract
having a term exceeding one year, contracting officers must conduct
interim evaluations of performance on contracts subject to FAR Subpart
42.15 and this subpart. Interim evaluations are not required on
contracts whose award anniversary is within 3 months of the end of the
contract period of performance. The final evaluation will include an
evaluation of the period between the last interim evaluation and the end
of the contract period of performance. Interim performance evaluations
are optional for SBIR/STTR Phase II contracts. A final evaluation
summarizing all performance must be conducted on all contracts.

**1842.1503 Procedures.**

\(a\) The contracting officer shall determine who (e.g., the technical
office or end users of the products or services) evaluates appropriate
portions of the contractor's performance. The evaluations are subjective
in nature. Nonetheless, the contracting officer, who has responsibility

for the evaluations, shall ensure that they are reasonable.

\(b\) NASA Form 1680, entitled, \"Evaluation of Performance,\" shall be
used to document evaluations. This provides for a five-tiered rating
(using the definitions for award fee evaluation scoring found in
1816.405-275) covering the following attributes: quality, timeliness,
price or control of costs (not required for firm-fixed-price contracts
or firm-fixed-price contracts with economic price adjustment), and other
considerations. Evaluations used in determining award fee payments
satisfy the requirements of this subpart and do not require completion
of NASA Form 1680. In addition, hybrid contracts containing both award
fee and non-award fee portions do not require completion of NASA Form
1680. Contracting Officers shall ensure that the Government discusses
all evaluations with contractors and shall record the date and the
participants on the evaluation form. Contracting officers shall sign and
date the evaluation after considering any comments received from the
contractor within 30 days of the contractor's receipt of the evaluation.
If a contractor in its timely comments disagrees with an evaluation and
requests a review at a level above the contracting officer, it shall be
provided within 30 days. While the FAR forbids use of the evaluations
for source selections more than three years after contract completion,
they shall nevertheless be retained in the contract file as provided in
FAR 4.8, Government Contract Files.

**Subpart 1842.70\--Additional** **NASA Contract Clauses**

**1842.7001  Observance of legal** **holidays.**

\(a\) The contracting officer shall insert the clause at 1852.242-72,
Observance of Legal Holidays, in contracts when work will be performed
at a NASA installation.

\(b\) The clause shall be used with its Alternate I in
cost-reimbursement contracts when it is desired that contractor
employees not have access to the installation during Government
holidays. This alternate may be appropriately modified for fixed-price
contracts.

\(c\) The clause may be used with its Alternate II in cost-reimbursement
contracts when it is desired that administrative leave be granted
contractor personnel in special circumstances, such as inclement weather
or potentially hazardous conditions. This alternate may be appropriately
modified for fixed-price contracts.

**1842.7002  Travel outside of the United** **States.**

The contracting officer shall insert the clause at 1852.242-71, Travel
Outside of the United States, in cost-reimbursement solicitations and
contracts where a contractor may travel outside of the United States and
it is appropriate to require Government approval of the travel.

**1842.7003 Emergency medical services and evacuation.**

The contracting officer must insert the clause at 1852.242-78, Emergency
Medical Services and Evacuation, in all solicitations and contracts when
employees of the contractor are required to travel outside the United
States or to remote locations in the United States.

### 

### Subpart 1842.71\--Submission of Vouchers

**1842.7101 Submission of vouchers.**

\(a\) Vouchers shall be submitted in accordance with the clause at
1852.216-87, Submission of Vouchers for Payment.

\(b\) The auditor shall retain an unpaid copy of the voucher.

\(c\) When a voucher submitted in accordance with the clause at
1852.216-87 contains one or more individual direct freight charges of
\$100 or more, an additional copy of Standard Form 1034A and Standard
Form 1035A shall be submitted and marked for return to the contractor
after payment. This copy shall be transmitted quarterly by the
contractor with the freight bills to the General Services
Administration. When a voucher is identified as the \"Completion
Voucher,\" an additional copy shall be submitted for transmittal to the
NASA contracting officer.

**Subpart 1842.72\--NASA Contractor Financial Management Reporting**

**1842.7201 General.**

\(a\) **Contracting officer responsibilities.**

\(1\) Contracting officers must ensure contracts require cost reporting
consistent with both policy requirements and project needs. Contracting
Officers shall monitor contractor cost reports on a regular basis to
ensure cost data reported is accurate and timely. Adverse trends or
discrepancies discovered in cost reports should be pursued through
discussions with financial and project team members.

\(2\) Whenever cost performance threatens contract performance,
contracting officers shall require corrective action plans from the
contractors.

\(b\) **Reporting requirements.**

\(1\) Use of the NASA Contractor Financial Management Reports, the NASA
Form 533 series, is required on cost-type, price redetermination, and
fixed-price incentive contracts when the following dollar, period of
performance, and scope criteria are met:

  ----------------------- ----------------------- ----------- -----------
  **Contract              **Period of             **533M**    **533Q**
  value/scope**           Performance**                       

  \$500K to \$999K        1 year or more          Required    Optional

  \$1,000,000 and over    Less than 1 year        Required    Optional

  \$1,000,000 and over    1 year or more          Required    Required
  ----------------------- ----------------------- ----------- -----------

\(2\) When it is probable that a contract will ultimately meet the
criteria in paragraph (b)(1) of this section through change orders,
supplemental agreements, etc., the reporting requirement must be
implemented in the contract based on the estimated final contract value
at the time of award.

\(3\) NF 533Q reporting may be waived by the contracting officer, with
the concurrence of the center chief financial officer and cognizant
project manager, for support service or task order contracts, when NF
533M reports and other data are sufficient to ensure accurate monthly
cost accruals, evaluation of the contractor's cost performance, and
forecasting of resource requirements.

\(4\) Where a specific contractual requirement differs from the standard
system set forth in NPR 9501.2, NASA Contractor Financial Management
Reporting, but is determined to be in the best interests of the
Government and does not eliminate any of the data elements required by
the standard NF 533 formats, it may be approved by the contracting
officer with the concurrence of the center chief financial officer and
the project manager. Such approval shall be documented and retained,
with the supporting rationale, in the contract file.

\(5\) The contractor\'s internal automated printout reports may be
substituted for the 533 reporting formats only if the substitute reports
contain all the data elements that would be provided by the
corresponding 533\'s. The contracting officer shall coordinate any
proposed substitute with the installation financial management office.

\(c\) **Contract requirements.**

\(1\) Reporting requirements, including a description of reporting
categories, shall be detailed in the procurement request, and reports
shall be required by inclusion of the clause prescribed in 1842.7202.
The contract schedule shall include report addressees and numbers of
copies. Reporting categories shall be coordinated with the center
financial management office to ensure that data required for agency cost
accounting will be provided by the reports. Reporting dates shall be in
accordance with NPR 9501.2, except that earlier submission is encouraged
whenever feasible. No due date shall be permitted which is later than
the date by which the center financial management office needs the data
to enter an accurate monthly cost accrual in the accounting system.

\(2\) The contractor shall be required to submit an initial report in
the NF 533Q format, time phased for the expected life of the contract,
within 30 days after authorization to proceed has been granted. NF 533M
reporting will begin no later than 30 days after incurrence of cost. NF
533Q reporting begins with the initial report.

**1842.7202 Contract clause.**

The contracting officer shall insert the clause at 1852.242-73, NASA
Contractor Financial Management Reporting, in solicitations and
contracts when any of the NASA Form 533 series of reports is required
from the contractor.

## Subpart 1842.73\--Audit Tracking and Resolution

**1842.7301 NASA external audit follow-up system.**

\(a\) This section implements OMB Circular No. A-50 and NASA Policy
Directive (NPD) 1200.10 "Internal Management Controls and Audit Liaison
and Followup", which provide more detailed guidance. Recommendations
from external audits (OMB Circular No. A-133, Audits of States, Local
Governments, and Non-Profit Institutions) shall be resolved by formal
review and approval procedures analogous to those at 1815.406-171.

\(b\) The external audit followup system tracks all contract and OMB
Circular No. A-133 audits where NASA has resolution and disposition
authority. The objective of the tracking system is to ensure that audit
recommendations are resolved within 6 months after receipt of the audit
report and corrected as expeditiously as possible.

(c)(1) The identification and tracking of contract audit reports under
NASA cognizance are accomplished in cooperation with the DCAA.

\(2\) Identification and tracking of OMB Circular No. A-133 audit
reports are accomplished in cooperation with the NASA Office of the
Inspector General (OIG).

(d)(1) All reportable contract audit reports as defined by Chapter 15,
Section 6, of the DCAA Contract Audit Manual (CAM) shall be reported
quarterly to the Headquarters Office of Procurement (Code HK); and

\(2\) Only OMB Circular No. A-133 audit reports involving the following
shall be reported quarterly to Code HK:

\(i\) A significant management control issue; or

\(ii\) Questioned costs of \$10,000 or more due to an audit finding (see
Subpart E-Auditor, paragraph 510 of OMB Circular No. A-133).

\(3\) NASA contracting officers will maintain a dialogue with DOD
Administrative Contracting Officers (ACO) who have been delegated
activities on NASA contracts. A review will be conducted no less
frequently than semiannually, and the status and disposition of
significant audit findings will be documented in the contract file.
During this review, NASA contracting officers should discuss with the
ACO both prime and subcontract audit reports that have been delegated to
DOD. Should these reports contain any findings or recommendations, the
NASA contracting officer should obtain their status and document the
contract file accordingly.

(e)(1) The terms "resolution" and "corrective action/disposition" are
defined as follows:

\(i\) Resolution - The point at which the IG and Management agree on the
action to be taken on audit report findings and recommendations.

\(ii\) Corrective action/disposition - Management action responsive to
an agreed upon audit recommendation.

\(2\) The resolution and disposition of OMB Circular No. A-133 audits
are handled as follows:

\(i\) Audit findings pertaining to an individual NASA award are the
responsibility of the procurement officer administering that award.

\(ii\) Audit findings having a Governmentwide impact are the
responsibility of the cognizant Federal agency responsible for
oversight. For organizations subject to OMB Circular No. A-133, there is
either a cognizant agency or an oversight agency. The cognizant agency
is the Federal agency that provides the predominant amount of direct
funding to the recipient organization unless OMB makes a specific
cognizant agency for audit assignment. To provide for the continuity of
cognizance, the determination of the predominant amount of direct
funding will be based on the direct Federal awards expended in the
recipient's fiscal years ending in 1995, 2000, 2005, and every fifth
year thereafter. When there is no direct funding, the Federal agency
with the predominant indirect funding is to assume the oversight
responsibilities. In cases where NASA is the cognizant or oversight
Federal agency, audit resolution and disposition is the responsibility
of the procurement officer for the Center having the largest amount of
direct funding, or, if there is no direct funding, the largest amount of
indirect funding for the audited

period. A copy of the memorandum dispositioning the findings shall be
provided by each Center having resolution responsibility for the
particular report to the Headquarters OIG office and Code HK.

1852.228-75 Minimum Insurance Coverage.

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

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

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

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

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

1852.231-70 Precontract Costs.

1852.231-71 Determination of Compensation Reasonableness.

1852.232-70 NASA Modification of FAR 52.232-12.

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

1852.232-79 Payment for On-Site Preparatory Costs.

1852.232-81 Contract Funding.

1852.232-82 Submission of Requests for Progress Payments.

1852.233-70 Protests to NASA.

1852.234-1 Notice of Earned Value Management System.

1852.234-2 Earned Value Management System.

1852.235-70 Center for AeroSpace Information Technical Reports.

1852.235-71 Key Personnel and Facilities.

1852.235-72 Instructions for Responding to NASA Research Announcements.

1852.235-73 Final Scientific and Technical Reports.

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

1852.236-71 Additive or Deductive Items.

1852.236-72 Bids with Unit Prices.

1852.236-73 Hurricane Plan.

1852.236-74 Magnitude of Requirement.

1852.236-75 Partnering for Construction Contracts.

1852.237-70 Emergency Evacuation Procedures.

1852.237-71 Pension Portability.

1852.237-72 Access to Sensitive Information.

1852.237-73 Release of Sensitive Information.

1852.239-70 Alternate Delivery Points.

1852.241-70 Renewal of Contract.

1852.242-70 Technical Direction.

1852.242-71 Travel Outside of the United States.

1852.242-72 Observance of Legal Holidays.

1852.242-73 NASA Contractor Financial Management Reporting.

1852.242-78 Emergency Medical Services and Evacuation.

1852.243-70 Engineering Change Proposals.

1852.243-71 Shared Savings.

1852.243-72 Equitable Adjustments.

1852.244-70 Geographic Participation in the Aerospace Program.

1852.245-70 Contractor Requests for Government-Owned Equipment.

1852.245-71 Installation-Accountable Government Property.

1852.245-72 Liability for Government Property Furnished for Repair or

>   Other Services.

1852.245-73 Financial Reporting of NASA Property in the Custody of
Contractors.

1852.245-74 Contractor Accountable On-Site Government Property.

1852.245-75 Title to Equipment.

1852.245-76 List of Government-Furnished Property.

1852.245-77 List of Installation-Accountable Property and Services.

1852.245-79 Use of Government-Owned Property.

1852.245-80 Use of Government Production and Research Property on a
No-Charge Basis.

1852.246-70 Mission Critical Space System Personnel Reliability  

Program.

1852.246-71 Government Contract Quality Assurance.

1852.246-72 Material Inspection and Receiving Report.

1852.246-73 Human Space Flight Item.

1852.247-71 Protection of the Florida Manatee.

1852.247-72 Advance Notice of Shipment.

1852.247-73 Bills of Lading.

1852.249-72 Termination (Utilities).

**SUBPART 1852.3 PROVISION AND CLAUSE MATRIX**

1852.300 Scope of Subpart.

1852.301 Solicitation Provisions and Contract Clauses (Matrix).

**PART 1852**

**SOLICITATION PROVISIONS AND CONTRACT CLAUSES**

**1852.000 Scope of part.**

This part, in conjunction with FAR Part 52, (a) sets forth the
provisions and clauses prescribed in the NFS, (b) gives instructions for
their use, and (c) presents a matrix listing the provisions and clauses
applicable to each principal contract type and/or purpose (e.g.,
fixed-price supply, cost-reimbursement research and development).

**Subpart 1852.1\--Instructions for Using Provisions and Clauses**

**1852.101 Using Part 52.**

(b)(2)(i)(B) NASA contracting offices prescribing or developing clauses
shall ensure that the requirements of Subpart 1801.3 are met.

(e)(1) The NFS matrix in Subpart 1852.3 is formatted similarly to that
in the FAR. The first page of the NFS matrix contains a key to column
headings, a dollar threshold chart, and requirement symbols. To fully
determine the applicability of a provision or clause in the
\"required-when-applicable\" and \"optional\" categories, Contracting
Officers shall refer to the NFS text (cited in the matrix) that
prescribes its use.

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

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

**(End of clause)**

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

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

**SUBMISSION OF REQUESTS FOR PROGRESS PAYMENTS**

**(MARCH 1989)**

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

**(End of clause)**

**1852.233-70 Protests to NASA.**

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

**PROTESTS TO NASA**

**(OCTOBER 2002)**

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

**(End of provision)**

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

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

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

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

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

\(1\) The plan shall---

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

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

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

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

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

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

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

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

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

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

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

**(End of provision)**

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

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

**EARNED VALUE MANAGEMENT SYSTEM**

**(NOVEMBER 2006)**

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

**(End of clause)**

**(ALTERNATE I)**

**(NOVEMBER 2006)**

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

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

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

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

**CENTER FOR AEROSPACE INFORMATION**

**(FEBRUARY 2003)**

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

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

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

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

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

> Center for AeroSpace Information (CASI)

7121 Standard Drive

Hanover, Maryland 21076-1320

Email: help@sti.nasa.gov

Phone: 301-621-0390

FAX: 301-621-0134

**(End of clause)**

1852.235-71 Key Personnel and Facilities.

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

**KEY PERSONNEL AND FACILITIES**

**(MARCH 1989)**

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

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

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

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

**(End of clause)**

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

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

**INSTRUCTIONS FOR RESPONDING TO NASA RESEARCH ANNOUNCEMENTS**

**(NOVEMBER 2004)**

\(a\) **General.**

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

\(viii\) Date of submission; and

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

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

**Notice**

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

\(iii\) Allowable costs are governed by FAR Part 31 and the NASA FAR
Supplement Part 1831 (and OMB Circulars A-21 for educational
institutions and A-122 for nonprofit organizations).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

\(3\) Successful and unsuccessful foreign entities will be contacted
directly by the NASA sponsoring office. Copies of these letters will be
sent to the foreign sponsor. Should a foreign proposal or a U.S.
proposal with foreign participation be selected, NASA\'s Office of
External

Relations will arrange with the foreign sponsor for the proposed
participation on a no-exchange-of-funds basis, in which NASA and the
non-U.S. sponsoring agency or funding institution will each bear the
cost of discharging their respective responsibilities.

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

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

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

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

**(End of provision)**

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

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

**Final Scientific and Technical Reports**

**(JANUARY 2005)**

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

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

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

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

\(d\) In addition to the final report submitted to the Contracting
Officer, the Contractor shall concurrently provide to the Center
STI/Publication Manager and the NASA Center for AeroSpace Information
(CASI) a copy of the letter transmitting the final report to the
Contracting Officer. The copy of the letter shall be submitted to CASI
at the following address:

Center for AeroSpace Information (CASI)

> Attn: Acquisitions Collections Development Specialist

7121 Standard Drive

Hanover, Maryland 21076-1320

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

**(End of clause)**

**Alternate I**

**(FEBRUARY 2003)**

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

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

## Alternate II

**(FEBRUARY 2003)**

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

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

**(End of clause)**

# ALTERNATE III

# (JANUARY 2005)

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

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

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

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

## ADDITIONAL REPORTS OF WORK \-- RESEARCH AND DEVELOPMENT

**(FEBRUARY 2003)**

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

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

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

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

**(End of clause)**

1852.236-71 Additive or Deductive Items.

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

**ADDITIVE OR DEDUCTIVE ITEMS**

**(MARCH 1989)**

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

\(b\) An example for one bid is an amount available of \$100,000, a
bidder\'s base bid of \$85,000, and four successive additives of
\$10,000, \$8,000, \$6,000, and \$4,000. In this example,

Contractor\'s on-site personnel work during a holiday other than those
in paragraph (a) of this clause, no form of holiday or other premium
compensation shall be reimbursed as either a direct or indirect cost.
However, this does not preclude reimbursement for authorized overtime
work that would have been overtime regardless of the status of the day
as a holiday.

\(d\) The Contractor shall place identical requirements, including this
paragraph, in all subcontracts that require performance of work on-site,
unless otherwise instructed by the Contracting Officer.

**ALTERNATE II**

**(OCTOBER 2000)**

As prescribed in 1842.7001(c), add the following as paragraphs (e) and
(f) if Alternate I is used, or as paragraphs (c) and (d) if Alternate I
is not used. If added as paragraphs (c) and (d), amend the first
sentence of paragraph (d) by deleting \"(e)\" and adding \"(c)\" in its
place.

\(e\) When the NASA installation grants administrative leave to its
Government employees (e.g., as a result of inclement weather,
potentially hazardous conditions, or other special circumstances),
Contractor personnel working on-site should also be dismissed. However,
the contractor shall provide sufficient on-site personnel to perform
round-the-clock requirements of critical work already in process, unless
otherwise instructed by the Contracting Officer or authorized
representative.

\(f\) Whenever administrative leave is granted to Contractor personnel
pursuant to paragraph (e) of this clause, it shall be without loss to
the Contractor. The cost of salaries and wages to the Contractor for the
period of any such excused absence shall be a reimbursable item of cost
under this contract for employees in accordance with the Contractor\'s
established accounting policy.

**1852.242-73 NASA Contractor Financial Management Reporting.**

As prescribed in 1842.7202, insert the following clause:

**NASA CONTRACTOR FINANCIAL MANAGEMENT REPORTING**

**(NOVEMBER 2004)**

\(a\) The Contractor shall submit NASA Contractor Financial Management
Reports on NASA Forms 533 in accordance with the instructions in NASA
Procedures and Guidelines (NPR) 9501.2, NASA Contractor Financial
Management Reporting, and on the reverse side of the forms, as
supplemented in the Schedule of this contract. The detailed reporting
categories to be used, which shall correlate with technical and schedule
reporting, shall be set forth in the Schedule. Contractor implementation
of reporting requirements under this clause shall include NASA approval
of the definitions of the content of each reporting category and give
due regard to the Contractor\'s established financial management
information system.

\(b\) Lower level detail used by the Contractor for its own management
purposes to validate information provided to NASA shall be compatible
with NASA requirements.

\(c\) Reports shall be submitted in the number of copies, at the time,
and in the manner set forth in the Schedule or as designated in writing
by the Contracting Officer. Upon completion and acceptance by NASA of
all contract line items, the Contracting Officer may direct the
Contractor to submit Form 533 reports on a quarterly basis only, report
only when changes in actual cost occur, or suspend reporting altogether.

\(d\) The Contractor shall ensure that its Form 533 reports include
accurate subcontractor cost data, in the proper reporting categories,
for the reporting period.

\(e\) If during the performance of this contract NASA requires a change
in the information or reporting requirements specified in the Schedule,
or as provided for in paragraph (a) or (c) of this clause, the
Contracting Officer shall effect that change in accordance with the
Changes clause of this contract.

**(End of clause)**

**1852.242-78 Emergency Medical Services and Evacuation.**

As prescribed in 1842.7003, insert the following clause:

### EMERGENCY MEDICAL SERVICES AND EVACUATION 

**(APRIL 2001)**

The Contractor shall, at its own expense, be responsible for making all
arrangements for emergency medical services and evacuation, if required,
for its employees while performing work under this contract outside the
United States or in remote locations in the United States. If necessary
to deal with certain emergencies, the Contractor may request the
Government to provide medical or evacuation services. If the Government
provides such services, the Contractor shall reimburse the Government
for the costs incurred.

**(End of clause)**

**1852.243-70 Engineering Change Proposals.**

As prescribed in 1843.205-70(a)(1), insert the following clause,
modified to suit contract type:

**ENGINEERING CHANGE PROPOSALS**

**(OCTOBER 2001)**

\(a\) Definitions.

**"ECP" means** an Engineering Change Proposal (ECP) which is a proposed
engineering change and the documentation by which the change is
described, justified, and submitted to the procuring activity for
approval or disapproval.

\(b\) Either party to the contract may originate ECPs. Implementation of
an approved ECP may occur by either a supplemental agreement or, if
appropriate, as a written change order to the contract.

\(c\) Any ECP submitted to the Contracting Officer shall include a
\"not-to-exceed\" [     ]{.underline}  \[price or estimated cost\]
increase or decrease adjustment amount, if any, and the required \[time
of delivery or period of performance\] adjustment, if any, acceptable to
the originator of the ECP. If the change is originated within the
Government, the Contracting Officer shall obtain a written agreement
with the contractor regarding the \"not-to-exceed\" [     ]{.underline}
\[price or estimated cost\] and \[delivery or period of performance\]
adjustments, if any, prior to issuing an order for implementation of the
change.

\(d\) After submission of a contractor initiated ECP, the contracting
officer may require the contractor to submit the following information:

\(1\) Cost or pricing data in accordance with FAR 15.403-5 if the
proposed change meets the criteria for its submission under FAR
15.403-4; or

\(2\) Information other than cost or pricing data adequate for
contracting officer determination of price reasonableness or cost
realism. The contracting officer reserves the right to request
additional information if that provided by the contractor is considered
inadequate for that purpose. If the contractor claims applicability of
one of the exceptions to submission of cost or pricing data, it shall
cite the exception and provide rationale for its applicability.

\(e\) If the ECP is initiated by NASA, the contracting officer shall
specify the cost information requirements, if any.

**(End of clause)**

**ALTERNATE I**

**(JULY 1997)**

As prescribed in 1843.205-70(a)(2), add the following paragraph (f),
modified to suit contract type, to the basic clause:

\(f\) If the \_\_\_ \[price or estimated cost\] adjustment proposed for
any Contractor-originated ECP is \_\_\_ \[insert a percent or dollar
amount of the contract price or estimated cost\] or less, the ECP shall
be executed with no adjustment to the contract \_\_\_ \[price or
estimated cost\].

**ALTERNATE II**

**(SEPTEMBER 1990)**

As prescribed in 1843.205-70(a)(3), add the following sentence at the
end of paragraph (c) of the basic clause:

An ECP accepted in accordance with the Changes clause of this contract
shall not be considered an authorization to the Contractor to exceed the
estimated cost in the contract Schedule, unless the estimated cost is
increased by the change order or other contract modification.

**1852.243-71 Shared Savings.**

As prescribed in 1843.7102, insert the following clause:

**SHARED SAVINGS**

**(MARCH 1997)**

\(a\) The Contractor is entitled, under the provisions of this clause,
to share in cost savings resulting from the implementation of cost
reduction projects which are presented to the Government in the form of
Cost Reduction Proposals (CRP) and approved by the Contracting Officer.
These cost reduction projects may require changes to the terms,
conditions or statement of work of this contract. Any cost reduction
projects must not change the essential function of any products to be
delivered or the essential purpose of services to be provided under the
contract.

\(b\) **Definitions:**

\(1\) **Cost savings**, as contemplated by this clause mean savings that
result from instituting changes to the covered contract, as identified
in an approved Cost Reduction Proposal.

\(2\) **Cost Reduction Proposal** - For the purposes of this clause, a
Cost Reduction Proposal means a proposal that recommends alternatives to
the established procedures and/or organizational support of a contract
or group of contracts. These alternatives must result in a net reduction
of contract cost and price to NASA. The proposal will include technical
and cost information sufficient to enable the Contracting Officer to
evaluate the CRP and approve or disapprove it.

\(3\) **Covered contract** - As used in this provision, covered contract
means the contract, including unexercised options but excluding future
contracts, whether contemplated or not, against which the CRP is
submitted.

\(4\) **Contractor implementation costs** - As used in this provision,
Contractor implementation costs, or \"implementation costs\", shall mean
those costs which the Contractor incurs on covered contracts
specifically in developing, preparing, submitting, and negotiating a
CRP, as well as those costs the Contractor will incur on covered
contracts to make any structural or organizational changes in order to
implement an approved CRP.

\(5\) **Government costs** - As used in this provision, the term
Government costs means internal costs of NASA, or any other Government
agency, which result directly from development and implementation of the
CRP. These may include, but are not limited to, costs associated with
the administration of the contract or with such contractually related
functions such as testing, operations, maintenance and logistics
support. These costs also include costs associated with other Agency
contracts (including changes in contract price or cost and fee) that may
be affected as a result of the implementation of a CRP. They do not
include the normal administrative costs of reviewing and processing the
Cost Reduction Proposal.

\(c\) General. The Contractor will develop, prepare and submit CRP\'s
with supporting information as detailed in paragraph (e) of this clause,
to the Contracting Officer. The CRP will describe the proposed cost
reduction activity in sufficient detail to enable the Contracting
Officer to evaluate it and to approve or disapprove it. The Contractor
shall share in any net cost savings realized from approved and
implemented CRPs in accordance with the terms of this clause. The
Contractor\'s actual percentage share of the cost savings shall be a
matter for negotiation with the Contracting Officer, but shall not, in
any event, exceed 50 percent of the total cost savings recognized by the
Contracting Officer. The Contractor may propose changes in other
activities that impact performance on its contract, including Government
and other Contractor operations, if such changes will optimize cost
savings. A Contractor shall not be entitled to share, however, in any
cost savings that are internal to the Government, or which result from
changes made to any contracts to which it is not a party even if those
changes were proposed as a part of its CRP. Early communication between
the Contractor and Government is encouraged. The communication may be in
the form of a concept paper or preliminary proposal. The Government is
not committed to accepting any proposal as a result of these early
discussions.

\(d\) Computation of cost savings. The cost savings to be shared between
the Government and the Contractor will be computed by the Contracting
Officer by comparing a current estimate to complete (ETC) for the
covered contract, as structured before implementation of the proposed
CRP, to a revised ETC which takes into account the implementation of
that CRP. The cost savings to be shared shall be reduced by any cost
overrun, whether experienced or projected, that is identified on the
covered contract before implementation of the CRP. Although a CRP may
result in cost savings that extend far into the future, the period in
which the Contractor may share in those savings will be limited to no
more than five years. Implementation costs of the Contractor must be
considered and specifically identified in the revised ETC. The
Contracting Officer shall offset Contractor cost savings by any
increased costs (whether implementing or recurring) to the Government
when computing the total cost savings to be shared. The Contractor shall
not be entitled, under the provisions of this clause, to share in any
cost reductions to the contract that are the result of changes stemming
from any action other than an approved CRP. However, this clause does
not limit recovery of any such reimbursements that are allowed as a
result of other contract provisions.

\(e\) Supporting Information. As a minimum, the Contractor shall provide
the following supporting information with each CRP:

\(1\) Identification of the current contract requirements or established
procedures and/or organizational support which are proposed to be
changed.

\(2\) A description of the difference between the current process or
procedure and the proposed change. This description shall address how
proposed changes will meet NASA requirements and discuss the advantages
and disadvantages of the existing practice and the proposed changes.

\(3\) A list of contract requirements which must be revised, if any, if
the CRP is approved, along with proposed revisions. Any changes to NASA
or delegated contract management processes should also be addressed.

\(4\) Detailed cost estimates which reflect the implementation costs of
the CRP.

\(5\) An updated ETC for the covered contract, unchanged, and a revised
ETC for the covered contract which reflects changes resulting from
implementing the CRP. If the CRP proposes changes to only a limited
number of elements of the contract, the ETCs need only address those
portions of the contract that have been impacted. Each ETC shall depict
the level of costs incurred or to be incurred by year, or to the level
of detail required by the Contracting Officer. If other CRPs have been
proposed or approved on a contract, the impact of these CRPs must be
addressed in the computation of the cost savings to ensure that the cost
savings identified are attributable only to the CRP under consideration
in the instant case.

\(6\) Identification of any other previous submissions of the CRP,
including the dates submitted, the agencies and contracts involved, and
the disposition of those submittals.

\(f\) Administration.

\(1\) The Contractor shall submit proposed CRPs to the Contracting
Officer who shall be responsible for the review, evaluation and
approval. Normally, CRP\'s should not be entertained for the first year
of performance to allow the Contracting Officer to assess performance
against the basic requirements. If a cost reduction project impacts more
than a single contract, the Contractor may, upon concurrence of the
Contracting Officers responsible for the affected contracts, submit a
single CRP which addresses fully the cost savings projected on all
affected contracts that contain this Shared Savings Clause. In the case
of multiple contracts affected, responsibility for the review and
approval of the CRP will be a matter to be decided by the affected
Contracting Officers.

\(2\) Within 60 days of receipt, the Contracting Officer shall complete
an initial evaluation of any proposed cost reduction plan to determine
its feasibility. Failure of the Contracting Officer to provide a
response within 60 days shall not be construed as approval of the CRP.
The Government shall promptly notify the Contractor of the results of
its initial evaluation and indicate what, if any, further action will be
taken. If the Government determines that the proposed CRP has merit, it
will open discussions with the Contractor to establish the cost savings
to be recognized, the Contractor's share of the cost savings, and a
payment schedule. The Contractor shall continue to perform in accordance
with the terms and conditions of the existing contract until a contract
modification is executed by the Contracting Officer. The modification
shall constitute approval of the CRP and shall incorporate the changes
identified by the CRP, adjust the contract cost and/or price, establish
the Contractor's share of cost savings, and incorporate the agreed to
payment schedule.

\(3\) The Contractor will receive payment by submitting invoices to the
Contracting Officer for approval. The amount and timing of individual
payments will be made in accordance with the schedule to be established
with the Contracting Officer. Notwithstanding the overall savings
recognized by the Contracting Officer as a result of an approved CRP,
payment of any portion of the Contractor's share of savings shall not be
made until NASA begins to realize a net cost savings on the contract
(i.e., implementation, startup and other increased costs resulting from
the change have been offset by cumulative cost savings). Savings
associated with unexercised options will not be paid unless and until
the contract options are exercised. It shall be the responsibility of
the Contractor to provide such justification as the Contracting Officer
deems necessary to substantiate that cost savings are being achieved.

\(4\) Any future activity, including a merger or acquisition undertaken
by the Contractor (or to which the Contractor becomes an involved
party), which has the effect of reducing or reversing the cost savings
realized from an approved CRP for which the Contractor has received
payment may be cause for recomputing the net cost savings associated
with any approved CRP. The Government reserves the right to make an
adjustment to the Contractor\'s share of cost savings and to receive a
refund of moneys paid if necessary. Such adjustment shall not be made
without notifying the Contractor in advance of the intended action and
affording the Contractor an opportunity for discussion.

\(g\) Limitations. Contract requirements that are imposed by statute
shall not be targeted for cost reduction exercises. The Contractor is
precluded from receiving reimbursements under both this clause and other
incentive provisions of the contract, if any, for the same cost
reductions.

\(h\) Disapproval of, or failure to approve, any proposed cost reduction
proposal shall not be considered a dispute subject to remedies under the
Disputes clause.

\(i\) Cost savings paid to the Contractor in accordance with the
provisions of this clause do not constitute profit or fee within the
limitations imposed by 10 U.S.C. 2306(d) and 41 U.S.C. 254(b).

**(End of clause)**

**1852.243-72 Equitable Adjustments.**

As prescribed in 1843.205-70(b), insert the following clause.

**EQUITABLE ADJUSTMENTS**

**(APRIL 1998)**

\(a\) The provisions of all other clauses contained in this contract
which provide for an equitable adjustment, including those clauses
incorporated by reference with the exception of the "Suspension of Work"
clause ([FAR
52.242-14](http://www.arnet.gov/far/current/html/52_241_244.html#1046680)),
are supplemented as follows:

> Upon written request, the Contractor shall submit a proposal for
> review by the Government. The proposal shall be submitted to the
> contracting officer within the time limit indicated in the request or
> any extension thereto subsequently granted. The proposal shall provide
> an itemized breakdown of all increases and decreases in the contract
> for the Contractor and each subcontractor in at least the following
> detail: material quantities and costs; direct labor hours and rates
> for each trade; the associated FICA, FUTA, SUTA, and Workmen's
> Compensation Insurance; and equipment hours and rates.

\(b\) The overhead percentage cited below shall be considered to include
all indirect costs including, but not limited to, field and office
supervisors and assistants, incidental job burdens, small tools, and
general overhead allocations. "Commission" is defined as profit on work
performed by others. The percentages for overhead, profit, and
commission are negotiable

according to the nature, extent, and complexity of the work involved,
but in no case shall they exceed the following ceilings:

+----------------------------------+----------+---------+-------------+
|                                  | **Ov     | **P     | **C         |
|                                  | erhead** | rofit** | ommission** |
|                                  |          |         |             |
|                                  | **(Pe    | **(Per  |             |
|                                  | rcent)** | cent)** |             |
+----------------------------------+----------+---------+-------------+
| To Contractor on work performed  | \        | \-      | 10 percent  |
| by other than its own forces     | -\-\-\-- | \-\-\-- |             |
+----------------------------------+----------+---------+-------------+
| To first tier subcontractor on   | \        | \-      | 10 percent  |
| work performed by its            | -\-\-\-- | \-\-\-- |             |
| subcontractors                   |          |         |             |
+----------------------------------+----------+---------+-------------+
| To Contractor and/or             | 10       | 10      | \-\-\-\--   |
| subcontractors on work performed | percent  | percent |             |
| with their own forces            |          |         |             |
+----------------------------------+----------+---------+-------------+

\(c\) Not more than four percentages for overhead, profit, and
commission shall be allowed regardless of the number of subcontractor
tiers.

\(d\) The Contractor or subcontractor shall not be allowed overhead or
commission on the overhead, profit, and/or commission received by its
subcontractors.

\(e\) Equitable adjustments for deleted work shall include credits,
limited to the same percentages for overhead, profit, and commission in
paragraph (b) of this clause.

\(f\) On proposals covering both increases and decreases in the amount
of the contract, the application of the overhead, profit, and commission
shall be on the net change in direct costs for the Contractor or the
subcontractor performing the work.

\(g\) After receipt of the Contractor's proposal, the contracting
officer shall act within a reasonable period, provided that when the
necessity to proceed with a change does not permit time to properly
check the proposal, or in the event of a failure to reach an agreement
on a proposal, the contracting officer may order the Contractor to
proceed on the basis of the price being determined at the earliest
practicable date. In such a case, the price shall not be more than the
increase or less than the decrease proposed.

**(End of clause)**

**1852.244-70** **Geographic** **Participation** **in** **the**
**Aerospace** **Program.**

As prescribed in 1844.204-70, insert the following clause:

**GEOGRAPHIC PARTICIPATION IN THE AEROSPACE PROGRAM**

**(APRIL 1985)**

\(a\) It is the policy of the National Aeronautics and Space
Administration to advance a broad participation by all geographic
regions in filling the scientific, technical, research and development,
and other needs of the aerospace program.

\(b\) The Contractor agrees to use its best efforts to solicit
subcontract sources on the broadest feasible geographic basis consistent
with efficient contract performance and without impairment of program
effectiveness or increase in program cost.

\(c\) The Contractor further agrees to insert this clause in all
subcontracts of \$100,000 and over.

**(End of clause)**