TABLE OF CONTENTS

**SECTION A - CONTRACT FORM**

**SECTION B - SUPPLIES AND SERVICES AND PRICES/COSTS**

B.1 Supplies and/or Services to be furnished (NASA 18-52.210-72)

(DEC 1988)

B.2 Consideration and Payment

B.3 Firm Fixed Price (18-52.216-78) (DEC 1988)

**SECTION C - STATEMENT OF WORK**

C.1 Statement of Work and Attachment A and B.

**SECTION D - NONE**

**SECTION E - INSPECTION AND ACCEPTANCE**

E.1 Inspection of Services - Fixed Price (52.246-4) (FEB 1992)

(Deviation)

**SECTION F - DELIVERIES OR PERFORMANCE**

F.1 Period of Performance

F.2 Place of Performance

F.3 Option to Extend Period of Performance (JSC 52.217-90)

(APR 1993) (Deviation)

F.4 Stop-Work Order (52.212-13) (AUG 1989) (Deviation)

F.5 Notice of Delay (NASA 18-52.212-70) (DEC 1988)

**SECTION G - CONTRACT ADMINISTRATION DATA**

G.1 Invoices and Payments (Deviation)

G.2 Contract Administration

G.3 Obligation of Funds

**SECTION H - SPECIAL CONTRACT REQUIREMENTS**

H.1 Technical Direction (Deviation)

H.2 Choice of Law (Foreign Contracts) (HW 52.242-101)

(APR 1989)

H.3 Advance Understanding of Customs Clearance

H.4 Translation of Documents and Deliverables

H.5 Limitation of Funds (Fixed Price Contract)

(NASA 18-52.232-77) (MAR 1989)

H.6 Approval of Contract

H.7 Key Personnel

**SECTION I - CONTRACT CLAUSES**

I.1 Changes - Fixed Price (52.243-1) (AUG 1987) (Alt II)

(APR 1984) (Deviation)

I.2 Disputes (Deviation)

I.3 Termination for Convenience of the U.S. Government

(Fixed Price) (52.249-2) (APR 1984) (Alt II) (APR 1984)

(Deviation)

1.4 Default (Fixed Price Supply and Service) (52.249-8) (APR

> 1984\) (Deviation)

I.5 Definitions (52.202-1) (SEP 1991) (Deviation)

I.6 Officials not to Benefit (52.203-1) (APR 1984)

I.7 Gratuities (52.203-3) (APR 1984)

I.8 Covenant against Contingent Fees (52.203-50) (APR 1984)

I.9 Anti-Kickback Procedures (52.203-7) (OCT 1988)

I.10 Price or Fee Adjustment for Illegal or Improper Activity

(52.203-10) (SEP 1990)

I.11 Examination of Records by Comptroller General

(52.215-1) (FEB 1993) (Deviation)

I.12 Order of Precedence (52.215-33) (JAN 1986)

I.13 Notice to NASA of Labor Disputes (52.222-1) (APR 1984)

I.14 Inconsistency between English version and translation of contract

(52.225-14) (AUG 1989)

I.15 Extras (52.232-11) (APR 1984)

I.16 Assignment of Claims (52.232-23) (JAN 1986)

I.17 Electronic Funds Transfer Payment Methods (52.232-28)

(APR 1989)

I.18 Limitation of Liability - Services (52.246-25) (APR 1984)

I.19 Computer Generated Forms (52.253-1) (JAN 1991)

**[SECTION A - CONTRACT FORM]{.underline}**

A.1 CONTRACT NUMBER: NAS 9-19224

> A.2 EFFECTIVE DATE: Upon Signature of the parties.
>
> A.3 ISSUED BY: NASA Lyndon B. Johnson Space Center
>
> Attn: Christine Mack/BV2
>
> Space Shuttle Acquisition Management Office
>
> 2101 NASA Road 1
>
> Houston, TX 77058
>
> A.4 SUBMIT INVOICES TO THE ADDRESS SHOWN IN: A.3

See Section G.2(a)

> A.5 PAYMENT WILL BE MADE BY: NASA Johnson Space Center
>
> Financial Management Division
>
> Attn: Mail Code LF 231
>
> Houston, TX 77058
>
> A.6 AUTHORITY FOR CONTRACT: 10 U.S.C. 2301 AND 48 C.F.R.
>
> Chapters 1 and 18.
>
> A.7 AUTHORITY FOR USING OTHER THAN FULL AND OPEN
>
> COMPETITION: 10 U.S.C. (c)(4)
>
> A.8 ACCOUNTING AND APPROPRIATION DATA:
>
> 477-80-01-01-6A-0A-2511-OA11; Total Obligation: \$100,000
>
> A.9 ITEM NOS., SUPPLIES/SERVICES, QUANTITIES, PRICES, AND
>
> AMOUNTS: See Section B.1
>
> **[SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS]{.underline}**
>
> **B.1 SUPPLIES AND/OR SERVICES TO BE FURNISHED**
>
> **(NASA 18-52.210-72) (DEC 1988).**

GCTC shall perform its obligations necessary to furnish the item below,
in accordance with the Statement of Work in Section C. Article B.3,
Firm-Fixed-Price (18-52.216-78) (DEC 1988) will be adjusted upward or
downward to reflect actual training usage.

> **PHASE I/PHASE II** BASIC OPTIONS 1-3 OPTIONS 4-7

a.  Living Quarters (DOR) \$1,500/month \$1,500/month \$1,500/month

b.  Office Rental - office 1 \$1,500/month \$1,500/month \$1,500/month

> \- office 2 \$1,500/month \$1,500/month \$1,500/month
>
> Transportation \$1,000/month \$1,000/month \$0
>
> (Car with driver)

c.  Coordinator \$1,500/month \$1,500/month \$0

d.  Scheduler (one-time) \$10,000/year \$0 \$0

e.  Transition \$500/quarter \$500/quarter \$0

f.  DOR Training, \$52,615/year See rates specified below

for 8/1/94 through

end of contract

> **(2/26/94 - 7/31/94)**
>
> -Soyuz lectures \$50/hr.
>
> -Soyuz training \$316/hr.
>
> -Mir lectures \$50/hr.
>
> -Mir training \$1,507/hr.
>
> -Pilot training \$92/hr.
>
> -Physical training \$50/hr.
>
> -Psychological \$75/hr.
>
> -Russian Language \$35/hr.
>
> g\. DOR Training, **8/1/94 through end of contact, excluding the
> period of 10/1/96 -**
>
> **6/30/97**
>
> -Soyuz lectures \$50/hr.
>
> -Soyuz training \$612/hr.
>
> -Mir lectures \$50/hr.
>
> -Mir training \$1,182/hr.
>
> -ISS/Russian Segment
>
> Lectures \$50/hr
>
> -ISS Practical Training \$1,182/hr
>
> -Physical training \$50/hr.
>
> -Russian language \$35/hr.
>
> -EVA training
>
> -Bio-medical training \$265/hr.
>
> -EVA lectures \$50/hr.
>
> -Practical training
>
> with scuba equipment \$1792/hr.
>
> **-**Training in "Orlan-DMA-GN"
>
> spacesuit \$4507/hr.

h.  **DOR Training, 10/1/96 through 6/30/97**

> BASIC OPTIONS 1-3

\$0 \$82,026

> -Soyuz lectures \$50/hr.
>
> -Russian language \$35/hr.
>
> -EVA training
>
> -Bio-medical training \$265/hr.
>
> -EVA lectures \$50/hr.
>
> -Practical training
>
> with scuba equipment \$1792/hr.
>
> **-**Training in "Orlan-DMA-GN"
>
> spacesuit \$4507/hr.
>
> **PHASE II** OPTIONS 3-7

a.  GCTC shall provide apartments 12A and 17 in Dom 4 for \$2,250/month

> the period from September 1, 2002 through September 30, per unit
>
> 2002\. Effective October 1, 2002, NASA will no longer rent
>
> apartments 12A and 17 in Dom 4 at GCTC.

b.  GCTC shall provide living quarters for U.S. Phase II ISS
    \$2,500/month

    Personnel consisting of two separate apartments in each of per unit

    three cottages at GCTC.

c.  Meals for U.S. Phase II ISS astronauts, provided at the \$10 per
    meal

### GCTC canteen, 2/97 through end of contract. Not to Exceed

> \$26,000

d.  GCTC agrees to upgrade the living areas, common areas, and office
    spaces rented and

> occupied by NASA on the second floor of the prophilactory. These
> upgrades will be done according to the specifications and plan
> mutually agreed to by GCTC and NASA, which includes (but is not
> limited to) the following specific items:
>
> o Repair and upgrade of floors in the living spaces and office to wood
> floors similar
>
> to the floors in the cottages.
>
> o Painting of all walls.
>
> o New tile, plumbing and fixtures in all bathrooms.
>
> o Replacement of furniture as required.
>
> o Repair of flooring and tiles in the kitchen.
>
> o Installation of blinds on windows in the living areas and office
> spaces.
>
> o Refurbishment of the wood floor in the hallway.
>
> This plan will be completed by GCTC, delivered to NASA, and mutually
> agreed to by 28 Feb 98. GCTC agrees to start this work after NASA
> accepts cottage 3 and to complete this work within six months of the
> date that NASA accepts cottage 3. Failure to satisfactorily complete
> the upgrades according to the specifications of the plan by the
> required date will result in suspension of payments for the
> prophilactory until such time that the upgrades are satisfactorily
> completed. If payments are suspended, Article B.3, Firm-Fixed-Price
> (18-52.216-78) (DEC 1988) will be adjusted downward to reflect rental
> of the prophilactory less than that specified in Article B.1 above and
> paragraphs (e) and (f) below.

e.  Living quarters/office space, consisting of rooms 26, 27, and 37 of
    the Prophilactory,

> shall be provided under this contract. Rooms 26 and 27, previously
> provided under contract NAS15-10110, shall be provided from October
> 1999, through the end of the contract. Room 37 shall be provided from
> February 2000, through the end of the contract. These rooms are
> provided at a rate of \$800 per month (per room).
>
> f Living quarters/office space, consisting of rooms 22, 23, and 24 on
> the second floor of the Prophilactory, which are currently being
> provided under NAS15-10110 through December 1998, shall be provided
> under this contract from January 1999 through the end of the contract
> at a rate of \$1200 per month (per room) if upgrades are completed in
> accordance with paragraph (d) above.

g\. Orlan Familiarization Training, 03/01/00 through 06/30/00

> BASIC

##  Olran Lectures \$38/hour

Practical Sessions \$450/hour

1-G Suited training Sessions \$706/hour

> h\. Living quarters for U.S. Phase II ISS personnel will be provided
> in Dom 2 at GCTC. GCTC will provide Apartment 37 in Dom 4 through
> completion of the contract. This room shall be provided at a rate of
> \$2,250/month.
>
> i\. **DOR Training, 2/1/00 through 4/30/00**
>
> BASIC
>
> -ISS/Russian Segment Lectures \$50/hr.
>
> -ISS Practical Training \$1,182/hr.
>
> -Russian Language \$35/hr
>
> -EVA training
>
> -EVA lectures \$50/hr.
>
> -Practical training
>
> with scuba equipment \$1,792/hr.
>
> **-**Training in "Orlan" spacesuit \$4507/hr.
>
> j\. **DOR Training, 10/1/01 through 1/31/02**
>
> BASIC
>
> \- Soyuz Lectures \$50/hr
>
> \- Soyuz Training \$612/hr
>
> \- Russian Language Training \$35/hr
>
> \- Anthropometrical measurement \$400/hr
>
> k\. **DOR Training, 2/1/02 through 9/30/02**
>
> BASIC
>
> \- Soyuz Lectures \$50/hr
>
> \- Soyuz Training \$612/hr
>
> \- Russian language training \$35/hr
>
> (End of Clause)
>
> **B.2 CONSIDERATION AND PAYMENT**
>
> Payment will by made in U.S. currency at the prices set forth in
> Clause B.1, provided that GCTC submits proper invoices in accordance
> with the Invoices and Payments clause contained in Section G of this
> contract.
>
> **B.3 FIRM-FIXED PRICE (18-52.216-78) (DEC 1988)**
>
> The total firm fixed price of this contract is
> **[\$3,796,970]{.underline}**.
>
> (End of Clause)
>
> **[SECTION C - STATEMENT OF WORK]{.underline}**
>
> STATEMENT OF WORK
>
> FOR SUPPORT FROM THE GARAGING COSMONAUT
>
> TRAINING CENTER AT STAR CITY, RUSSIA
>
> **[Part 1]{.underline}**
>
> This statement of work is for support to be provided by the Garaging
> Cosmonaut Training Center (GCTC) to NASA personnel for the Shuttle-Mir
> Program. The support defined in this statement of work is required for
> the NASA Director of Operations for the Shuttle-Mir Program.

1\. The Director of Operations (DOR) position will be filled by a
Shuttle Astronaut or other designated NASA personnel as assigned by the
Director of the Johnson Space Center, NASA.

2\. The DOR shall have access to all training debriefs, training reports
and records, progress reports, and grades and assessments (for American
Astronauts only).

3\. The DOR shall have access to training materials, as appropriate.

4\. The DOR shall have access, as an observer, to all training conducted
for NASA Astronauts at GCTC. Upon specific agreement of the parties, the
DOR may also have access, as an observer, to training conducted at other
sites.

5\. The DOR shall review training planned for Shuttle-Mir Astronauts,
and participate in and provide evaluation reports to develop efficient
and effective plans for future joint training.

6\. The DOR shall have access to the cosmonaut athletic facilities.

7\. The DOR shall be provided the appropriate accommodations, such as:
housing, office space, transportation as requested, Russian language
training, and local telephone communications capability.

8\. The GCTC will provide a quarterly training program for each DOR as
outlined in the Attachments to this Statement of Work:

-   Attachment A (for the period of 2/26/94 through 7/31/94)

-   Attachment B (for the period of 8/1/94 through contract completion,
    excluding periods covered by other attachments)

-   Attachment C (for the period of 10/1/96 through 6/30/97)

-   Attachment D (Training Plan for the Director of Operations at the
    GCTC)

-   Attachment E (for the period of 2/1/00 through 4/30/00)

-   Attachment F (for the period of 10/1/01 through 1/31/02)

-   Attachment G (for the period of 2/1/02 through 9/30/02)

**[Part 2]{.underline}**

PHASE II STATEMENT OF WORK FOR HOUSING OF ISS PERSONNEL AT THE GARAGING
COSMONAUT TRAINING CENTER, STAR CITY, RUSSIA

This statement of work is for the support to be provided by the Garaging
Cosmonaut Training Center (GCTC) to NASA personnel for the Phase II
International Space Station Program. The support defined in this
statement of work is required for Phase II ISS astronauts and supporting
personnel.

NASA personnel, as listed in Clause B.1 under "PHASE II", shall be
provided the appropriate accommodations in Star City.

GCTC shall provide meals to U.S. Phase II ISS astronauts in accordance
with the following terms and conditions:

1\. Meals shall be provided as either "lunch and dinner," or as "lunch
only." NASA shall pay for meals ordered, not meals consumed.

2\. NASA shall notify GCTC two weeks prior to adding NASA personnel
under this paragraph. The notification shall include identification, by
name, of astronauts to be added, and whether the meals are to be "lunch
and dinner," or as "lunch only."

3.  The value shown in clause B.1 represents a maximum value and is
    based upon 5 NASA astronauts at the "lunch and dinner" option.
    "Lunch and dinner" is considered to be \$20/person/day. "Lunch only"
    is considered to be \$10/person/day. Therefore, \$20/day X 260
    days/year X 5 astronauts = \$26,000. The Firm Fixed Price of this
    item and the number of meals is subject to subsequent equitable
    adjustment should the actual usage of the GCTC canteen differ from
    the amount shown in clause B.1. Either party may initiate a claim
    for adjustment, and such claims shall be handled in accordance with
    the procedures of the "Changes" clause of this contract.

**[Part 3]{.underline}**

  ----------------- ----------- -------------------------------------- ---------------------
  GCTC shall                                                           
  provide                                                              
  familiarization                                                      
  training on the                                                      
  Orlan space suit                                                     
  to US EVA DX                                                         
  specialists. This                                                    
  is to be provided                                                    
  in the form of                                                       
  lectures,                                                            
  practical                                                            
  sessions and 1-g                                                     
  suited training                                                      
  sessions.                                                            
  Practical and 1-g                                                    
  Suited training                                                      
  shall be provided                                                    
  in sessions for                                                      
  two specialists                                                      
  each. Lectures to                                                    
  be provided in                                                       
  Houston at the                                                       
  Johnson Space                                                        
  Center, and also                                                     
  at the Garaging                                                      
  Cosmonaut                                                            
  Training Center.                                                     
  Lectures shall                                                       
  consist of the                                                       
  following, taught                                                    
  by GCTC during a                                                     
  single session in                                                    
  Houston no later                                                     
  than April                                                           
  30^th^, 2000:                                                        

                                                                       

  **Session         **Hours**   **Description of Training**            
  Number**                                                             

  1                 2 hrs       Overview of the \"Orlan-M\" EVA-suit   
                                design.                                

  2                 2 hrs       Detailed study of the autonomous       
                                life-support system, oxygen supply and 
                                leak compensation system.              

  3                 2 hrs       Detailed study of the ventilation,     
                                regeneration and thermal regulation    
                                systems                                

  4                 2 hrs       Detailed study of the electrical       
                                support system                         

  5                 2 hrs       Detailed study of the lay-out and      
                                operation of the on-board life support 
                                system (БСС)                           

  6                 2 hrs       Detailed study of the Airlock and EVA  
                                Support Equipment, including location  
                                in transfer compartments (ПХО)         

  7                 2 hrs       Study of the timeline for PXO Airlock  
                                Ops (ПХО)                              

                                                                       

  The above                                                            
  lectures will be                                                     
  taught to the                                                        
  Orlan                                                                
  Representative in                                                    
  Russia at GCTC no                                                    
  later than April                                                     
  30th, 2000.                                                          

                                                                       

  The following                                                        
  classes will be                                                      
  taught at GCTC                                                       
  during two                                                           
  training sessions                                                    
  no later than                                                        
  June 30th, 2000.                                                     
  Every class will                                                     
  be performed                                                         
  during each                                                          
  session. Sessions                                                    
  8, 9, and 10 are                                                     
  lectures:                                                            

                                                                       

  **Session         **Hours**   **Description of Training**            
  Number**                                                             

  8                 4 hrs       Refresher of Orlan-M Design and        
                                Components See Note Below              

  9                 4 hrs       Refresher of Air Lock Systems and      
                                Orlan Support Equipment See Note Below 

  10                4 hrs       Question and answer session on all     
                                topics and review of the anomalies     
                                matrix                                 
  ----------------- ----------- -------------------------------------- ---------------------

  -----------------------------------------------------------------------
  Note: Classes 8, 9 & 10 will only be taught if deemed necessary due to
  a long lead time between the lectures performed in Houston and the
  classes taught at GCTC.

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

The following classes will be taught by GCTC in two training sessions no
later than June 30^th^, 2000. Every class will be performed during each
session. These are considered to be "Practical Sessions" for purposes of
Clause B.1:

  ----------- ----------- --------------------------------------------------------
  **Session   **Hours**   **Description of Training**
  Number**                

  11          2 hrs       Perform Orlan Suit Sizing, Replace consumables and
                          Biomed harness preparation

  12          2 hrs       Perform Orlan Suit Hydrosystem replenishment and gas
                          separation

  13          2 hrs       Perform testing of the Orlan pneumatic systems and the
                          Airlock life support systems (БСС)

  14          2 hrs       POST EVA PROCEDURES: Perform Orlan suit drying, and
                          configuring the Orlan/BSS for storage
  ----------- ----------- --------------------------------------------------------

The following classes will be taught by GCTC in two training sessions no
later than June 30^th^, 2000. Every class will be performed during each
session. These are considered to be "1-g Suited Training Sessions" for
purposes of Clause B.1:

  ----------- ----------- --------------------------------------------------------
  **Session   **Hours**   **Description of Training**
  Number**                

  15          4 hrs       Perform Nominal Suit Operations during EVA

  16          4 hrs       Perform Off-Nominal Suit Conditions during EVA

  17          4 hrs       Perform Nominal Suited Airlock Operations

  18          4 hrs       Perform Off-Nominal Suited Airlock Operations

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

**[ATTACHMENT A]{.underline}**

**[DOR Training Program, 2/26/94 through 7/31/94]{.underline}**

Russian language training 172 hours

Psychological training 28 hours

Physical training 38 hours

Pilot training 57 hours

Soyuz lectures 12 hours

Soyuz practical training 14 hours

\-\-\-\-\-\-\-\-\-\-\-\--

Total (2/26/94 - 6/26/94) 321 hours

SOYUZ lectures 0 hours

SOYUZ practical training 6 hours

MIR lectures 30 hours

MIR practical training 14 hours

PILOT training (including theoretical) 44 hours

PHYSICAL training (supervisory) 4 hours

\-\-\-\-\-\-\-\-\-\--

Total (6/27/94 - 7/31/94) 98 hours

**GRAND TOTAL: TRAINING HOURS 419 HOURS**

**ATTACHMENT B**

**DOR TRAINING PROGRAM**

**8/1/94 through contract completion**

An estimated 800 hours/year to be distributed among the following
categories:

SOYUZ lectures

SOYUZ practical training

MIR lectures (Ending 1/98)

MIR practical training (Ending 1/98)

ISS/Russian Segment (Starting 2/98)

-Lectures

-ISS Practical Training

PHYSICAL training (supervisory)

EVA training lectures

EVA NBT

RUSSIAN LANGUAGE training

**[ATTACHMENT C]{.underline}**

**[DOR Training Program, 10/1/96 through 6/30/97]{.underline}**

Soyuz lectures 8 hours

EVA training 44 hours

-Bio medical training 5 hours

-EVA lectures 11 hours

-Practical training with scuba equipment 20 hours

-Training in "Orian-DMA-GN" spacesuit 8 hours

Russian Language training 213 hours

\-\-\-\-\-\-\-\-\-\--

TOTAL hours of training 265 hours

**ATTACHMENT D**

TRAINING PLAN FOR THE DIRECTOR OF OPERATIONS AT THE GCTC.

+-----------+----------------------------------------------------------+
| Item      | Training programs, parts (disciplines)                   |
+-----------+----------------------------------------------------------+
| I         | Technical training                                       |
+-----------+----------------------------------------------------------+
| 1\.       | Structure of SOYUZ-TM transport spacecraft (TSC) and its |
|           | systems                                                  |
|           |                                                          |
|           | \*TSC flight profile, TSC ballistics                     |
|           |                                                          |
|           | \*manual berthing methods                                |
|           |                                                          |
|           | \*structure and configuration                            |
|           |                                                          |
|           | \*motion control system                                  |
|           |                                                          |
|           | a\) TSC motion control system                            |
|           |                                                          |
|           | b\) approach                                             |
|           |                                                          |
|           | \*correction propulsion unit                             |
|           |                                                          |
|           | \*onboard complex control panels and systems             |
|           |                                                          |
|           | \*life support systems                                   |
|           |                                                          |
|           | a\) gas composition control system                       |
|           |                                                          |
|           | b\) survival means complex                               |
+-----------+----------------------------------------------------------+

+-----------+----------------------------------------------------------+
| 2\.       | Practical and training sessions in TSC simulators and    |
|           | stands:                                                  |
|           |                                                          |
|           | \*practical sessions on structure and configuration in   |
|           | TSC SOYUZ-TM simulator                                   |
|           |                                                          |
|           | \*control panels, onboard complex control system         |
|           |                                                          |
|           | \*practical sessions on TV systems and communication on  |
|           | the stand                                                |
|           |                                                          |
|           | \*training sessions on TV and radio systems operation in |
|           | TSC SOYUZ-TM simulator                                   |
|           |                                                          |
|           | \*practical sessions on operating the SOKOL spacesuit    |
|           |                                                          |
|           | \*practical sessions on TSC SOYUZ-TM life support system |
|           | on the stand                                             |
|           |                                                          |
|           | \*practical sessions on life support systems. in TSC     |
|           | SOYUZ-TM simulator                                       |
+-----------+----------------------------------------------------------+

+----------+-----------------------------------------------------------+
| Item     | Training programs, parts (disciplines)                    |
|          |                                                           |
| I        | (continued)                                               |
+----------+-----------------------------------------------------------+
| 2        | (continued)                                               |
+----------+-----------------------------------------------------------+
|          | \*training sessions on BALLISTICS stand                   |
+----------+-----------------------------------------------------------+
|          | \*training sessions in the DON-732 simulator              |
+----------+-----------------------------------------------------------+
|          | \*training sessions in the DON-732M simulator             |
+----------+-----------------------------------------------------------+
|          | \*familiarization with the launch complex and TSC         |
|          | SOYUZ-TM launch                                           |
+----------+-----------------------------------------------------------+
|          |                                                           |
+----------+-----------------------------------------------------------+
| 3        | Structure of the MIR orbital complex and its systems      |
+----------+-----------------------------------------------------------+
|          | \*structure and configuration                             |
+----------+-----------------------------------------------------------+
|          | a\) basic block (core module)                             |
+----------+-----------------------------------------------------------+
|          | b\) KVANT module                                          |
+----------+-----------------------------------------------------------+
|          | c\) KVANT-2 module                                        |
+----------+-----------------------------------------------------------+
|          | d\) KRISTAL module                                        |
+----------+-----------------------------------------------------------+
|          | \*information monitoring system                           |
+----------+-----------------------------------------------------------+
|          | \*power supply system, solar panels orientation systems   |
+----------+-----------------------------------------------------------+
|          | \*system of docking and internal transfer                 |
+----------+-----------------------------------------------------------+
|          | \*androgynous peripheral docking system                   |
+----------+-----------------------------------------------------------+
|          | \*integrated propulsion unit                              |
+----------+-----------------------------------------------------------+
|          | \*motion control system                                   |
+----------+-----------------------------------------------------------+
|          | \*radio communication system                              |
+----------+-----------------------------------------------------------+
|          | \*TV system                                               |
+----------+-----------------------------------------------------------+
|          | \*life support system                                     |
+----------+-----------------------------------------------------------+
|          | \*organization of TV session                              |
+----------+-----------------------------------------------------------+
|          |                                                           |
+----------+-----------------------------------------------------------+
| 4        | Structure of the ISS Russian Segment and Its Systems      |
|          |                                                           |
|          | \*structure and configuration                             |
|          |                                                           |
|          | a\) FGB                                                   |
|          |                                                           |
|          | b\) Service Module                                        |
+----------+-----------------------------------------------------------+
|          | \*information monitoring system                           |
+----------+-----------------------------------------------------------+
|          | \*power supply system, solar panels orientation systems   |
+----------+-----------------------------------------------------------+
|          | \*system of docking and internal transfer                 |
+----------+-----------------------------------------------------------+
|          | \*androgynous peripheral docking system                   |
|          |                                                           |
|          | \*integrated propulsion unit                              |
+----------+-----------------------------------------------------------+
|          | \*motion control system                                   |
+----------+-----------------------------------------------------------+
|          | \*radio communication system                              |
+----------+-----------------------------------------------------------+
|          | \*TV system                                               |
+----------+-----------------------------------------------------------+

+----------+-----------------------------------------------------------+
| Item     | Training programs, parts (disciplines)                    |
|          |                                                           |
| I        | (continued)                                               |
+----------+-----------------------------------------------------------+
| 5        | Practical sessions in simulators and on the stands of     |
|          | orbital complex (OC) and the ISS Russian segment          |
|          |                                                           |
|          | \*practical sessions on system of docking and internal    |
|          | transfer                                                  |
+----------+-----------------------------------------------------------+
|          | \*practical. sessions on power supply systems. and solar  |
|          | panels orientation systems                                |
|          |                                                           |
|          | \*practical sessions on life support systems              |
|          |                                                           |
|          | on the OC stands and simulators                           |
+----------+-----------------------------------------------------------+
|          | \*practical sessions on radio communication system on the |
|          | stand                                                     |
+----------+-----------------------------------------------------------+
|          | \*practical sessions on TV system on the stand            |
+----------+-----------------------------------------------------------+
|          | \*training sessions on radio communication performing on  |
|          | the OC simulator                                          |
+----------+-----------------------------------------------------------+
|          | \*training sessions on the flight program on the OC       |
|          | simulator emergency procedures                            |
+----------+-----------------------------------------------------------+

  ----------- -----------------------------------------------------------
  6           EVA Training

              \*EVA and Biomedical lectures

              \*Practical training in scuba equipment

              \*Practical training in the Orlan DMA GN spacesuit
  ----------- -----------------------------------------------------------

**ATTACHMENT E**

**DOR Training Program, 2/1/00 through 4/30/00**

## ISS/Russian Segment Lectures 36 hours

ISS/Russian Segment Practical Training 14 hours

EVA Training 28 hours

EVA Lectures 16 hours

Practical training with scuba equipment 8 hours

Training in "Orlan" spacesuit 4 hours

Russian Language Training [120 hours]{.underline}

TOTAL hours of Training 198 hours

**ATTACHMENT F**

**DOR Training Program, 10/1/01 through 1/31/02**

## Soyuz Lectures 125 hours

Soyuz Training 33 hours

Language Training 48 hours

Anthropometrical Measurements [3 hours]{.underline}

TOTAL hours of Training 209 hours

**ATTACHMENT G**

**DOR Training Program, 2/1/02 through 9/31/02**

## Soyuz Lectures 125 hours

Soyuz Training 33 hours

Language Training [48 hours]{.underline}

TOTAL hours of Training 206 hours

**SECTION D**

Section D left blank intentionally.

**[SECTION E - INSPECTION AND ACCEPTANCE]{.underline}**

**E.1 INSPECTION OF SERVICES - FIXED PRICE (52.246-4) (FEB 1992)**

**(Deviation)**

\(a\) Definitions. "Services," as used in the clause, includes services
performed, workmanship, and material furnished or utilized in the
performance of services.

\(b\) The parties agree that the GCTC inspection program already
operative for the Russian space program is acceptable to NASA for the
purposes of this contract. GCTC shall adequately maintain this
inspection system, which shall cover the services under this contract.
Complete records of all inspection work performed y GCTC shall be
maintained and made available to NASA during contract performance and
for a as long afterwards as the contract requires.

\(c\) NASA has the right to inspect and test all services called for by
the contract, to the extent practicable, at all times and places (within
GCTC) during the term of the contract. NASA shall perform inspections,
and test in a manner that will not unduly delay the work.

\(d\) If NASA performs inspections or tests on the premises of GCTC or a
subcontractor, GCTC shall furnish, and shall require subcontractors to
furnish, without additional charge, all reasonable facilities and
assistance for the safe and convenient performance of these duties.

\(e\) If any of the services do not conform with contract requirement,
NASA may require GCTC to perform the services again in conformity with
contract requirements, at no increase contract amount. When the defects
in services cannot be corrected by reperformance, NASA may (1) require
GCTC to take necessary action to ensure that future performance conforms
to contract requirements and (2) reduce the contract price to reflect
the reduced value of services performed.

\(f\) If GCTC fails to promptly perform the services again or take the
necessary action to ensure future performance in conformity with
contract requirements, NASA may (1) reduce the contract price to reflect
non-performance of the service, and/or (2) terminate the contract for
default.

(End of Clause)

**[SECTION F - DELIVERIES OR PERFORMANCE]{.underline}**

**F.1 PERIOD OF PERFORMANCE**

The period of performance for this contract shall begin upon the
effective date of the contract and shall end on **[January 31,
2003]{.underline}**. The Government may extend the term of the contract
by written notice to the Contractor at any time prior to January 31,
2003. Such extension shall not affect the contract price or other terms
and conditions of this contract.

**F.2 PRINCIPAL PLACE OF PERFORMANCE**

The effort require under this contract shall be principally performed at
GCTC in Star City, Russia, in the Moscow Region.

**F.3 OPTIONS TO EXTEND PERIOD OF PERFORMANCE**

**(JSC 52.217-90) (APR 1993) (Deviation)**

NASA and GCTC may agree to continue performance of services under this
contract through the exercise of options, as outlined below. The parties
may exercise each option through execution of a bilateral contract
modification 15 days or more before the end of the period of performance
set forth in section F. Should such option(s) be exercised, the
resultant contract will include all terms and conditions of the basic
contract as it exits immediately prior to the exercise of the option,
except for the following changes:

**[OPTION I]{.underline}**

A.  B.3 entitled "FIRM FIXED PRICE" shall be modified to reflect the
    addition of \$201,400 to the firm fixed price. The total firm fixed
    price is \$389,765.

B.  F.1 entitled "PERIOD OF PERFORMANCE" shall be modified to extend the
    ending date of the contract to January 31, 1996.

**[OPTION II]{.underline}**

A.  B.3 entitled "FIRM FIXED PRICE" shall be modified to reflect the
    addition of \$211,400 to the firm fixed price. The total firm fixed
    price is \$601,165.

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B.  F.1 entitled "PERIOD OF PERFORMANCE" shall be modified to extend the
    ending date of the contract to January 31, 1997.

**[OPTION III]{.underline}**

A. B.3 entitled "FIRM FIXED PRICE" shall be modified to reflect the
addition of \$657,261 to the firm fixed price. The total firm fixed
price is \$1,258,426.

B.  F.1 entitled "PERIOD OF PERFORMANCE" shall be modified to extend the
    ending date of the contract to January 31, 1999.

**[OPTION IV]{.underline}**

A.  B. 3 entitled "FIRM FIXED PRICE" shall be modified to reflect the
    addition of \$568,720 to the firm fixed price. The total firm fixed
    price is \$1,827,146.

B.  F.1 entitled "PERIOD OF PERFORMANCE" shall be modified to extend the
    ending date of the contract to January 31, 2000.

**[OPTION V]{.underline}**

A.  B. 3 entitled "FIRM FIXED PRICE" shall be modified to reflect the
    addition of \$613,288 to the firm fixed price. The total firm fixed
    price is \$2,572,996.

B.  F.1 entitled "PERIOD OF PERFORMANCE" shall be modified to extend the
    ending date of the contract to January 31, 2001.

**[OPTION VI]{.underline}**

A.  B. 3 entitled "FIRM FIXED PRICE" shall be modified to reflect the
    addition of \$645,120 to the firm fixed price. The total firm fixed
    price is \$3,218,116.

B.  F.1 entitled "PERIOD OF PERFORMANCE" shall be modified to extend the
    ending date of the contract to January 31, 2002.

**[OPTION VII]{.underline}**

A.  B. 3 entitled "FIRM FIXED PRICE" shall be modified to reflect the
    addition of \$633,140 to the firm fixed price. The total firm fixed
    price is \$3,871,470.

B.  F.1 entitled "PERIOD OF PERFORMANCE" shall be modified to extend the
    ending date of the contract to January 31, 2003."

**F.4 STOP-WORK ORDER (52.212-13) (AUG 1989) (Deviation)**

\(a\) After appropriate consultation with GCTC at least 15 days prior to
issuance of an order, the Contracting Officer may, upon approval of the
Director of the Johnson Space Center, by written order to GCTC, require
GCTC to stop all, or any part of the work called for by this contract
for a period up to 90 days after the order is delivered to GCTC, and for
any further period to which the parties may agree. The order shall be
specifically identified as a stop-work order issued under this clause.
Upon receipt of the order, GCTC shall immediately comply with its terms
and take all reasonable steps to minimize the incurrence of costs
allocable to the work covered by the order during the period of work
stoppage. Within a period of 90 days after a stop-work order is
delivered to GCTC, or within any extension of that period to which the
parties shall have agreed, the Contracting Officer shall either-

\(1\) Cancel the stop-work order; or

> \(2\) Terminate the work covered by the order as provided in the
> Default, or the Termination of Convenience of the U.S. Government,
> clause of this contract.

\(b\) If a stop-work order issued under this clause is canceled or the
period of the order or any extension thereof expires, GCTC shall resume
work. The Contracting Officer shall make an equitable adjustment in the
delivery schedule or contract price, or both, and the contract shall be
modified, in writing, accordingly, if -

\(1\) the stop-work order results in an increase in the time required
for, or in GCTC's cost properly allocable to, the performance of any
part of this contract; and

> \(2\) GCTC asserts its right to the adjustment within 30 days after
> the end of the period of work stoppage; provided, that if the
> Contracting Officer decides the facts justify the action, the
> Contracting Officer may receive and act upon a proposal submitted at
> any time before final payment under this contract.

\(c\) If a stop-work order is not canceled and the work covered by the
order is terminated for the convenience of the U.S. Government, the
Contracting Officer shall allow reasonable costs resulting from the
stop-work order in arriving at the termination settlement.

\(d\) If a stop-work order is not canceled and the work covered by the
order is terminated for default, the Contracting Officer shall allow, by
equitable adjustment or otherwise, reasonable costs resulting form the
stop-work order.

\(e\) Nothing in any stop work order issued under this clause shall
preclude GCTC form continuing to work on any other aspect of the Mir 18
and STS-71 Shuttle-Mir Program (provided that the Contracting Officer's
equitable adjustment related to any stop-work order shall be made solely
under the terms of this clause).

**F.5 NOTICE OF DELAY (NASA 18-52.212-70) (DEC 1988)**

If, because of technical difficulties, GCTC becomes unable to complete
the contract work at the time specified, notwithstanding the exercise of
good faith and diligent efforts in performing of the work called for
under this contract, GCTC shall give the Contracting Officer written
notice of the anticipated delay and the reasons for it. The notice and
reasons shall be delivered promptly after the condition creating the
anticipated delay becomes known to GCTC but in no event less that 45
days before the completion date specified in this contract, unless
otherwise permitted by the Contracting Officer. When notice is given,
the Contracting Officer may extend the time specified in the Schedule
for such period as is deemed advisable.

**[SECTION G - CONTRACT ADMINISTRATION DATA]{.underline}**

**G.1 INVOICES AND PAYMENTS (DEVIATION)**

GCTC shall submit invoices at the end of each month for payment for
services performed, including all priced elements of the contract except
those under Clause B.1, section entitled "PHASE I/PHASE II", paragraphs
(a) and (b), Living Quarters (DOR) and Office Rental, office 1 and 2,
respectively, and "PHASE II", paragraph b (cottages). For elements under
this paragraph, NASA will pay GCTC quarterly in advance, upon proper
submission of invoice. All such invoices shall comply with the
requirement of this clause.

NASA shall pay GCTC, upon the submission of proper invoices, the prices
stipulated in this contract for services rendered and accepted, less any
deductions provided in this contract.

An invoice is a written request for payment under the contract for
services rendered. In order to be proper, an invoice must include the
following:

i.  Invoice Date

ii. Invoice Number

iii. Contract Number, title and price for each contract element billed,
     hours of training provided, description of services furnished, the
     period during which services were furnished, and the total amount
     to be paid.

iv. Name and address to which payment is to be sent (which shall be the
    same as that in the contract).

v.  Name, title, phone number, and mailing address of person to be
    notified in the event of a defective invoice.

vi. Name and address of the Contracting Officer

vii. Any other information or documentation required by other provisions
     of the contract.

A proper invoice will be deemed to have been received when its received
by the payment office designated in the contract and acceptance of the
services rendered has occurred.

GCTC may submit invoices by facsimile transmission to the Contracting
Officer at the facsimile number or address listed in Clause G.2(a)
below.

Upon approval of each invoice, the Contracting Officer shall provide a
copy of the approval documentation to GCTC to indicate that payment has
been initiated.

NASA will promptly process all proper invoices: such invoices shall be
processed immediately, and not through the normal 30-day aging cycle.

NASA shall use its best efforts to pay invoices properly submitted by
GCTC within 30 calendar day of submission. If NASA delays payment to
GCTC for services provided, GCTC may suspend provision of services to
NASA until such time as payment is received.

The final invoice shall be clearly marked "FINAL" and shall be sent to
the NASA Contracting Officer for review and approval and transmission to
the payment office after a determination has been made that all
requirements of the contract have been met.

**G.2 CONTRACT ADMNISTRATION**

\(a\) The Contracting Officer (CO) has the authority to administer this
contract and make related determinations. The Contracting Officer is the
individual responsible for ensuring performance of all necessary actions
for effective contracting, ensuring compliance with the terms and
conditions of the contract, and safeguarding the interests of the United
States in its contractual relationships. (The Administrative Contracting
Officer (ACO) designated in subparagraph (c) below and the CO designated
in this paragraph both hold Contracting Officer warrants, and these
individuals work together in performing contract management functions.)

The following individual has been appointed as the Contracting Officer
for this contract:

Julia Trautman, Contracting Officer

Space Station Procurement Office/BG

TELEPHONE: (281) 244-7119

FAX: (281) 244-7563

\(b\) The following individual has been appointed by the Contracting
Officer as COTR for all delegated responsibilities under this contract.
This individual has the authority to issue written technical directions
in accordance with the clause of this contract entitled, "Technical
Direction."

[Individual's Name]{.underline} [Office Code]{.underline}
[Location]{.underline}

Steven (Blake) Ratcliff OI Houston, TX

(c) The following individual has been appointed by the Contracting
    Officer as ACO, Administrative Contracting Officer, for all
    delegated responsibilities under this contract.

    [Individual's Name]{.underline} [Office Code]{.underline}
    [Location]{.underline}

    Bill Joiner BG Moscow Liaison Office

    **[SECTION H - SPECIAL CONTRACT REQUIREMENTS]{.underline}**

    **H.1 TECHNICAL DIRECTION (Deviation)**

    \(a\) Performance of the work under this contract will be in
    accordance with written Technical Directions issued by the COTR who
    shall be specifically appointed by the Contracting Officer in
    writing in accordance with NASA FAR Supplement 18-42.270. "Technical
    Direction" means a directive to GCTC, within the scope of the
    contract and the Statement of Work that approves approaches,
    solutions, designs, or refinements; fills in details or otherwise
    completes the general description of work or documentation item;
    shifts emphasis among work areas or tasks; or furnishes similar
    instruction to GCTC.

    \(b\) It is agreed and understood that written Protocol documents
    may be generated by the parties to document technical meeting and
    discussions. Although such Protocols may be signed by other NASA
    employees, such Protocols do not constitute Technical Direction
    unless and until they are signed by the COTR. Furthermore, GCTC
    shall not sign or accept such a Protocol document if it meets any of
    the criteria set forth in paragraph (d) below. GCTC shall provide a
    copy of each Protocol to the COTR.

    \(c\) It is agreed and understood that all Technical Directions
    issued pursuant to the provisions of this clause will be agreed upon
    by GCTC prior to the performance of work. GCTC's agreement to the
    Technical Directions will be evidenced by GCTC's designated
    representative returning a signed copy of the Technical Direction to
    the Contracting Officer, the Project Manager, and the COTR who
    issued the Technical Direction within fifteen (15) calendar days
    after receipt.

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

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

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

    \(3\) In any manner causes an increase or decrease in the total firm
    fixed price, or the time required for contract performance;

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

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

    \(e\) GCTC shall proceed promptly with the performance of
    agreed-upon technical directions issued in the manner prescribed by
    this clause and within the COTR's authority. If, in GCTC's opinion,
    any instruction or direction by the COTR falls within any of the
    categories defined in paragraph (d) above, GCTC shall not proceed
    but shall notify the Contracting

    Officer in writing within fifteen calendar days after receiving it
    and shall request the Contacting Officer to take action as described
    in this clause. Upon receiving this notification, the Contracting
    Officer shall either issue an appropriate contract modification
    within a reasonable time or advise GCTC in writing within
    thirty (30) calendar days that the instruction or direction is \--

    \(1\) Rescinded in its entirety; or

    \(2\) Within the scope of the contract and does not constitute a
    change under the changes clause of the contact, and that GCTC should
    proceed promptly with its performance.

    \(f\) A failure of GCTC and Contracting Officer to agree that the
    instruction or direction is both within the scope of the contract
    and does not constitute a change under the changes clause, or a
    failure to agree upon the contract action to be taken with respect
    to the instruction or directions, shall be subject to the Disputes
    clause of this contract.

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

    **H.2 CHOICE OF LAW (FOREIGN CONTRACTS)**

    **(HW 52.242-101) (APR 1989)**

    The rights and obligations of the parties to this contract and
    arising under this contract shall be ascertainable by recourse to
    the laws of the United States of America.

    **H.3 ADVANCE UNDERSTANDING OF CUSTOMS CLEARANCE**

    Any necessary United States Customs Clearance and Export/Import
    Licenses shall be handled by the U.S. Government in a timely
    fashion. All items delivered under this contract shall be accorded
    Duty-Free entry.

    **H.4 TRANSLATION OF DOCUMENTS AND DELIVERABLES**

    The parties understand and agree that deliverable and documentation
    submitted to NASA pursuant to this contract may be in the Russian
    language, and that NASA and GCTC will work together to ensure
    translation into the English language, where such translation is
    necessary and appropriate.

    However, the contract document, contract modifications, and official
    correspondence from NASA to GCTC shall be in the English language.
    GCTC shall be responsible for translating such documentation into
    the Russian language, if necessary, although NASA may provide
    assistance in this regard from time to time.

    **H.5 LIMITATION OF FUNDS (FIXED PRICE CONTRACT)**

    **(NASA 18-52.232-77) (MARCH 1989)**

    \(a\) Of the total price of the contracted items, the sum of
    **[\$3,793,116]{.underline}** is presently available for payment and
    allotted to this contract. It is anticipated that from time to time
    additional funds will be allocated to the contract until funds
    consistent with the total contract price are allotted. Furthermore,
    funds currently obligated are to be used solely toward efforts
    associated with the following line items. Prices/Costs incurred for
    each such individual line item shall not exceed the amounts
    indicated as indicated in Section G.3, pending further contract
    modifications obligating additional funds. GCTC obligations extend
    only to the activities for which funds have been obligated.

    \(b\) GCTC agreed to perform or have performed work on the item
    specified in paragraph (a) above up to the point at which, if this
    contract is terminated pursuant to the Termination of Convenience of
    the U.S. Government clause of this contract, the total amount
    payable by NASA (including amounts payable for subcontracts and
    settlement costs) pursuant to paragraphs (f) and (g) of that clause
    would, in the exercise of reasonable judgment by GCTC, approximate
    the total amount at the time allotted to the contract. GCTC is not
    obligated to continue performance of the work beyond that point.
    NASA is not obligated in any event to pay or reimburse GCTC more
    than the amount from time to time allotted to the contract, anything
    to the contrary in the Termination for Convenience of NASA clause
    notwithstanding.

    \(c\) (1) It is contemplated that funds presently allotted to this
    contact will cover the work

    to be performed.

    \(2\) If funds allotted are considered by GCTC to be inadequate to
    cover the work to be performed until that date, or an agreed date
    substituted for it, GCTC shall notify the Contracting Office in
    writing when within the next 60 days the work will reach a point at
    which, if the contract is terminated pursuant to the Termination for
    Convenience for the U.S. Government clause of this contract, the
    total amount payable by NASA (including amounts payable for
    subcontracts and settlement costs) pursuant to paragraphs (f)
    and (g) of that clause will approximate 75 percent of the total
    amount then allotted to the contract.

    \(3\) (i) The notice shall state the estimated date when the point
    referred to in subparagraph (2) above will be reached and the
    estimated amount of additional funds required to continue
    performance to the date specified in subparagraph (1) above, or an
    agreed date substituted for it.

    \(ii\) GCTC shall, 60 days in advance of the date specified in
    subparagraph (1) above, or an agreed date substituted for it, advise
    the Contracting Officer in writing as to the estimated amount of
    additional funds required for the timely performance of the contract

    for a further period as may be specified in the contract or
    otherwise agreed to by the parties.

    \(4\) If, after the notification referred to in subdivision (3)(ii)
    above, additional funds are not allotted by the date specified in
    subparagraph (1) above, or an agreed date substituted for it, the
    Contracting Officer shall, upon GCTC's written request, terminate
    this contract on that date or on the date set forth in the request,
    whichever is later, pursuant to the Termination for Convenience of
    the U.S. Government clause.

(d) When additional funds are allotted from time to time for continued
    performance of the work under this contract, the parties shall agree
    on the applicable period of contract performance to be covered by
    these funds. The provisions of paragraphs (b) and (c) above shall
    apply to these additional allotted funds and the substituted date
    pertaining to them, and the contract shall be modified accordingly.

\(e\) If, solely by reason of the U.S. Government's failure to allot
additional funds in amounts sufficient for the timely performance of
this contract, GCTC incurs additional costs or is delayed in the
performance of the work under this contract, and if additional funds are
allotted, and equitable adjustment shall be made in the price or prices
(including appropriate target, billing, and ceiling prices where
applicable) of the items to be delivered, or in the time of delivery, or
both.

\(f\) NASA may at any time before termination, and with the consent of
GCTC, after notice of termination, allot additional funds for this
contract.

\(g\) The provisions of this clause with respect to the termination
shall in no way be deemed to limit the rights of Government under the
default clause of this contract. The provisions of this Limitation of
Funds clause are limited to the work on and allotment of funds for the
items set forth in paragraph (a) above. This clause shall become
inoperative upon the allotment of funds for the total price of said work
except for rights and obligations then existing under this clause.

\(h\) Nothing in this clause shall affect the right of NASA to terminate
this contract pursuant to the Termination for Convenience of the U.S.
Government clause of this contract.

(End of Clause)

**H.6 APPROVAL OF CONTRACT**

Letter contract NASA 15-10111 was subject to the written approval of the
NASA Space Station Program Manager, the NASA Contracting Officer, and
the Commanding General of the Garaging Cosmonaut Training Center and
went into effect when so approved.

The subsequent bilateral definitization modification shall be subject to
the written approval of the NASA Contracting Officer and the Commanding
General of the Garaging Cosmonaut Training Center and shall not go into
effect until so approved.

**H.7 KEY PERSONNEL**

The following individuals have been appointed by the GCTC as the
individuals responsible for the management and administration of this
contract:

##  FOIA b4 Exemption

**H.8 ADDITIONAL NASA HOUSING**

Housing that GCTC has provided to NASA Shuttle-Mir Phase I astronauts
may be offered to NASA for rental under this contract. This offer will
be made when the housing is to be vacated by Phase I occupants. NASA
shall have the opportunity to rent the housing at the current rates than
being charged to NASA, whether under this contract, for the same
housing. The housing discussed above is intended primarily for the use
of ISS Phase 2 astronauts.

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

**I.1 CHANGES - FIXED-PRICE (52.243-1) (AUG 1987)**

**(ALTERNATE II) (APR 1984) (DEVIATION)**

\(a\) The Contracting Office may, by written order, make changes within
the general scope of this contract. The Contracting Officer must first
notify GCTC about the proposed changes and allow GCTC to provide
comments with regard to the capability of GCTC to perform the proposed
change, the feasibility of the proposed change and the impact of the
proposed change to other GCTC activities. The time provided to respond
shall not exceed fifteen (15) working days. All decisions or changes
shall be made, if possible by mutual agreement of the parties; however,
the Contracting Officer, with the approval of the Director of NASA's
Johnson Space Center, has the right to make unilateral changes within
the scope of the contract, which are to be considered part of the
contract. Change orders may involve any one or more of the following:

\(1\) Description of services to be performed.

\(2\) Time of performance (i.e., hours of the day, days of the week,
etc.)

\(3\) Place of performance of services.

\(b\) If any such changes causes an increase or decrease in the cost of,
or the time required for, performance of any part of the work under this
contract, whether or not changed by the order, the Contracting Officer
shall make and equitable adjustment in the contract price, the delivery
schedule, or both, and shall modify the contract. This equitable
adjustment shall be made, if possible, by mutual agreement of the
parties.

\(c\) GCTC must assert its right to an adjustment under this clause
within 30 days from the date of receipt of the written order. However,
if the Contracting Officer decides that the facts justify it, the
Contracting Officer may receive and act upon a proposal submitted before
final payment of the contract.

\(d\) If GCTC's proposal includes the cost of property made obsolete or
excess by the change, the Contracting Officer shall have the right to
prescribe the manner of the disposition of the property.

\(e\) Failure to agree to an equitable adjustment in the contract price,
the delivery schedule, or both, shall be a dispute under the Disputes
clause. However, in the event that a dispute arises out of the failure
to agree to such an equitable adjustment, the parties shall not cease
work on the contract during dispute resolution discussion.

\(f\) Nothing in any change order issued under this clause shall
preclude GCTC from continuing to work on any other aspect of the
Shuttle-Mir Program (provided, however, that the Contracting Officer's
equitable adjustment related to change orders shall be made solely under
the terms of this clause).

**I.2 DISPUTES (Deviation)**

\(a\) All disputes concerning the questions of fact or law arising under
this contract, such as damage to the property of GCTC, shall be referred
by GCTC in writing to the respective representatives identified in
Clause G.2 for resolution. The parties cited above shall seek to resolve
any dispute by mutual agreement which shall be final and conclusive.

\(b\) If the parties cited in paragraph (a) are unable to agree on a
resolution, GCTC may submit he dispute in writing to the Director of
NASA's Johnson Space Center and the Commanding General of the Garaging
Cosmonaut Training Center or their designees, who shall attempt to
resolve the dispute by mutual agreement which shall be final and
conclusive.

\(c\) If the parties cited in paragraph (b) are unable to agree on a
resolution within 30 days after receiving written notice for the
dispute, the Director of NASA's Johnson Space Center will issue a
written decision within 10 days. Such decision shall be the final agency
decision on the matter unless overturned by a court of competent
jurisdiction.

\(d\) In the event of a dispute, the Parties shall not cease work on the
contract during dispute resolution discussion.

\(e\) The parties agree that this Disputes Clause shall be the exclusive
procedure followed by the parties in resolving any dispute arising
under, or based on, an express or implied provision of this contract,
including an alleged breach.

(End of Clause)

**I.3 TERMINATION FOR CONVENIENCE OF THE U.S. GOVERNMENT (FIXED-PRICE)
(52.249-2) (Apr 1984) (Alt II) (APR 1984) (Deviation)**

\(a\) The U.S. Government may, after appropriate notice and consultation
with GCTC, terminate performance of work under this contract in whole
or, from time to time, in part if the Contracting Officer determines,
with the approval of the Director of NASA's Johnson Space Center, that a
termination is in the U.S. Government's interest. The Contracting
Officer shall terminate by delivering to GCTC a Notice of Termination
specifying the extent of termination and the effective date.

\(b\) After receipt of a Notice of Termination, and except as directed
by the Contracting Officer, GCTC shall immediately proceed with the
following obligations, regardless of any delay in determining or
adjusting any amounts due under this clause:

\(1\) Stop work as specified in the notice.

> \(2\) Place no further orders for services, or facilities, except as
> necessary to complete the continued portion of the contract.

\(3\) Complete performance of the work not terminated.

\(c\) After termination, GCTC shall submit a final termination
settlement proposal to the Contracting Officer in the form and with the
certification prescribed by the Contracting Officer. GCTC shall submit
the proposal promptly, but no later than 1 year from the effective date
of termination, unless extended in writing by the Contracting Officer
upon written request of GCTC within this 1-year period. However, if the
Contracting Officer determines that the facts justify it, a termination
settlement proposal may be received and acted on after 1 year or any
extension. If GCTC fails to submit the proposal within the time allowed,
the Contracting Officer may determine, on the basis of information
available, the amount, if any, due GCTC because of the termination and
shall pay the amount determined.

\(d\) Subject to paragraph (c) above, GCTC and the Contracting Officer
may agree upon the whole or any part of the amount to be paid because of
the termination. However, the agreed amount, whether under this
paragraph (d) or paragraph (e) below, exclusive of costs shown is
subparagraph (e)(3) below, may not exceed the total contract price as
reduced by

\(1\) the amount of payments previously made and

> \(2\) the contract price of work not terminated. The contract shall be
> amended, and GCTC paid the agreed amount. Paragraph (e) below shall
> not limit, restrict, or affect the amount that may be agreed upon to
> be paid under this paragraph.

\(e\) If GCTC and the Contracting Officer fail to agree on the whole
amount to be paid because of the termination of work, the Contracting
Officer shall pay GCTC the amounts determined by the Contracting Officer
as follows, but without duplication of any amounts agreed on under
paragraph (d) above:

\(1\) The contract price for completed supplies or services accepted by
NASA.

\(2\) The total of -

\(i\) The cost incurred in the performance of the work terminated,
including initial costs and preparatory expense allocable there to, but
excluding any costs

> attributable to supplies or services paid or to be paid under
> subparagraph (e)(1) above;

\(3\) The reasonable costs of settlement of the work terminated,
including -

> \(i\) Accounting, legal, clerical, and other expenses reasonably
> necessary for the preparation of termination settlement proposals and
> supporting data;

\(f\) The cost principles and procedures of part 31 of the Federal
Acquisition Regulation, in effect on the date of this contract, shall
govern all costs claimed, agreed to, or determined under this clause.

\(g\) GCTC shall have the right of appeal, under the Disputes clause,
from any determination made by the Contracting Officer under paragraph
(c), (e), or (i), except that if GCTC failed to submit the termination
settlement proposal within the time provided in paragraph (e) or (i),
and failed to request a time extension, there is no right of appeal. If
the Contracting Officer has made a determination of the amount due under
paragraph (c), (e), or (i), NASA shall pay GCTC (1) the amount
determined by the Contracting Officer if there is no right of appeal or
if no timely appeal has been taken, or (2) the amount finally determined
on an appeal.

\(h\) In arriving at the amount due GCTC under this clause, there shall
be deducted-

> \(1\) All unliquidated advance or other payments to GCTC under the
> terminated portion of this contract;

\(2\) Reasonably established claims which NASA has against GCTC under
this contract; and

\(i\) If the termination is partial, GCTC may file a proposal with the
Contracting Officer for an equitable adjustment of the price(s) of the
continued portion of the contract. The Contracting Officer shall make
any equitable adjustment agree upon. Any proposal by GCTC for an
equitable adjustment under this clause shall be requested within 90 days
from the effective date of termination unless extended in writing by the
Contracting Officer.

(j) NASA must, under the terms and conditions it prescribes, make
    partial payments and payments against costs incurred by GCTC for the
    terminated portion of the contract, if the Contracting Officer
    believes the total of these payments will not exceed the amount to
    which GCTC will be entitled.

\(k\) Unless otherwise provided in this contract or by statue, GCTC
shall maintain all records and documents relating to the terminated
portion of this contract for 3 years after final settlement. This
includes all books and other evidence bearing on GCTC's cost and
expenses under this contract. GCTC shall make these records and
documents available to NASA, at GCTC's office, at all reasonable times,
without any direct change.

(End of Clause)

**I.4 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) (52.249-8)**

**(APR 1984) (Deviation)**

a.  \(1\) NASA may, subject to paragraphs (c) and (d) below, by written
    notice of default to GCTC, terminate this contract in whole or in
    part if GCTC fails to -

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i.  To perform the services within the time specified in this contract
    or any extension;

ii. Make progress, so as to endanger performance of this contract (but
    see subparagraph (a)(2) below); or

iii. Perform any of the other provisions of the contract (but see
     subparagraph (a)(2) below)

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2.  NASA's right to terminate this contract under subdivisions (1)(ii)
    and (1)(iii) above, may be exercised if GCTC does not cure such
    failure within 30 days (or more if authorized in writing by the
    Contracting Officer) after receipt of the notice from the
    Contracting Officer specifying the failure.

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b.  If NASA terminates this contract in whole or in part, it may
    acquire, under the terms and in the manner the Contracting Officer
    considers appropriate, services similar to those terminated.
    However, GCTC shall continue the work not terminated.

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c.  GCTC shall not be liable for any excess costs if the failure to
    perform the contract arises from causes beyond the control and
    without the fault or negligence of GCTC. Examples of such causes
    include (1) acts of God or of the public enemy, (2) acts of the U.S.
    Government in either its sovereign or contractual capacity, (3)
    fires, (4) floods, (5) epidemics, (6) quarantine restrictions (7)
    strikes, (8) freight embargoes, and (9) unusually severe weather. In
    each instance the failure to perform must be beyond the control and
    without the fault or negligence of GCTC.

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d.  If the cause of the default is beyond the control of GCTC and
    without the fault or negligence, GCTC shall not be liable for any
    excess costs for failure to perform.

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e.  Upon request of the Contracting Officer, GCTC shall make a
    reasonable effort to protect and preserve any NASA property
    currently located on the premises of the GCTC and associated with
    this contract.

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f.  If NASA shall pay contract price for completed services delivered
    and accepted. GCTC and Contracting Officer shall agree on the amount
    of payment for: services delivered and accepted; the protection and
    preservation of any NASA property remaining at GCTC; and an
    appropriate amount to be withheld from payment, if any, because of
    outstanding-liens. Failure to agree will be a dispute under the
    Disputes clause.

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g.  If, after termination, it is determined that GCTC was not in
    default, or the default was excusable, the rights and obligations of
    the parties shall be the same as if the termination had been issued
    for the convenience of the U.S. Government.

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h.  The right and remedies of the U.S. Government in this clause are in
    addition to any other rights and remedies provided by law or under
    this contract.

(End of Clause)

**I.5 DEFINITIONS (52.202-1) (SEP 1991) (Deviation)**

a.  "Contracting Officer" means the person with the authority to enter
    into and administer contracts for the U.S. Government and also make
    related determinations and findings pursuant to such contract
    entered into on behalf of the U.S. Government. The term includes
    certain authorized representatives of the Contracting Officer acting
    within the limits of their authority as delegated by the Contracting
    Officer: for instance, the Administrative Contracting Officer.

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b.  Except as otherwise provided in this contract, the term subcontract
    includes, but is not limited to, purchase orders and changes and
    modifications to purchase orders under this contract.

(End of Clause)

**I.6 OFFICIALS NOT TO BENEFIT (52.203-1) (APR 1984)**

No member of or delegate to Congress, or resident commissioner, shall be
admitted to any share or part of this contract, or to any benefit
arising from it. However, this clause does not apply to this contract to
the extent that this contract is made with a corporation for the
corporation's general benefit.

(End of Clause)

**I.7 GRATUITIES (52.203-3) (APR 1984)**

a.  The right of GCTC to proceed may be terminated by written notice if,
    after notice and hearing, the agency head or designee determines
    that GCTC, its agent, or another representative -

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1.  Offered or gave gratuity (e.g., an entertainment or gift) to an
    officer, official, or employee of the U.S. Government; and

2.  Intended, by the gratuity, to obtain a contract or favorable
    treatment under a contract.

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b.  The facts supporting this determination may be reviewed by any court
    having lawful jurisdiction.

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c.  If this contract is terminated under paragraph (a) above, NASA is
    entitled -

To pursue the same remedies as in a breach of the contract.

d.  The rights and remedies of NASA provide in this clause shall not be
    exclusive and are in addition to any other rights and remedies
    provided by law or under this contract.

(End of clause)

**I.8 COVENANT AGAINST CONTINGENT FEES (52.203-50)**

**(APR 1984)**

a.  GCTC warrants that no person or agency has been employed or retained
    to solicit or obtain this contract upon an agreement or
    understanding for a contingent fee, except a bona fide employee or
    agency. For breach or violation of this warranty, NASA shall have
    the right to annul this contract without liability or, in its
    discretion, to deduct from the contract price or consideration, or
    otherwise recover, the full amount of the contingent fee.

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b.  "Bona fide agency," as used in this clause, means an established
    commercial or selling agency, maintained by a contractor for the
    purpose of securing business, that neither exerts nor proposes to
    exert improper influence to solicit or obtain U. S. Government
    contract nor holds itself out as being able to obtain any U.S.
    Government contract or contracts through improper influence.

"Bona fide employee," as used in this clause, means a person, employed
by a contractor and subject to GCTC's supervision and control as to
time, place, and manner of performance, who neither exerts nor proposes
to exert improper influence to solicit or obtain U. S. Government
contracts nor holds out as being able to obtain any U. S. Government
contract or contracts through improper influence.

"Contingent fee", as used in this clause, means any commission,
percentage, brokerage, or other fee that is contingent upon the success
that a person or concern has in securing a U. S. Government contract.

"Improper influence," as used in this clause, means any influence that
induces or tends to induce a U. S. Government employee or officer to
give consider action or to act regarding a U. S. Government contract on
any basis other than the merits of the matter.

(End of Clause)

**I.9 ANTI-KICKBACK PROCEDURES (52.203-7) (OCT 1988)**

\(a\) Definitions.

"Kickback," as used in this clause, means any money, fee, commission,
credit, gift, gratuity, thing of value, or compensation of any kind
which is provided, directly or indirectly, to any prime Contractor,
prime Contractor employee, subcontractor, or subcontractor employee for
the purpose of improperly obtaining or rewarding favorable treatment in
connection with a prime contract or in connection with a subcontract
relating to a prime contract.

"Person," as used in this clause, means a corporation, partnership,
business association of any kind, trust, joint-stock company, or
individual.

"Prime contract," as used in this clause, means a contract or
contractual action entered into by the United States for the purpose of
obtaining supplies, materials, equipment, or services of any kind.

"Prime Contractor," as used in this clause, means a person who has
entered into a prime contract with the United States.

"Prime Contractor employee," as used in this clause, means any officer,
partner, employee, or agent of a prime Contractor.

"Subcontract," as used in this clause, means a contract or contractual
action entered into by a prime Contractor or subcontractor for the
purpose of obtaining supplies, materials, equipment, or services of any
kind under a prime contract.

"Subcontractor," as used in this clause, (1) means any person, other
than the prime Contractor, who offers to furnish or furnishes any
supplies, materials, equipment, or services of any kind under a prime
contract or a subcontract entered into in connection with such prime
contract, and (2) includes any person who offers to furnish or furnishes
general supplies to the prime Contractor or a higher tier subcontractor.

"Subcontractor employee," as used in this clause, means any officer,
partner, employee, or agent of a subcontractor.

b.  The Anti-Kickback Act of 1986 (41 U.S.C. 51-58) (the Act), prohibits
    any person from -

\(1\) Providing or attempting to provide or offering to provide any
kickback;

\(2\) Soliciting, accepting, or attempting to accept any kickback; or

> \(3\) Including, directly or indirectly, the amount of any kickback in
> the contract price charged by a prime Contractor to the United States
> or in the contract price charged by a subcontractor to a prime
> Contractor or higher tier subcontractor.

\(c\) (1) GCTC shall have in place and follow reasonable procedures
designed to prevent and detect possible violations described in
paragraph (b) of this clause in its own operations and direct business
relationships.

\(2\) When GCTC has reasonable ground to believe that a violation
described in paragraph (b) of this clause may have occurred, GCTC shall
promptly report in writing the possible violation. Such reports shall be
made to the inspector general of the contracting agency.

> \(3\) The Contracting Officer may (i) offset the amount of the
> kickback against any monies owed by the United States under the prime
> contract and/or (ii) direct that the Prime Contractor withhold, from
> sums owed a subcontractor under the prime contract, the amount of any
> kickback. The Contracting Officer may order the monies withheld under
> subdivision (c)(3)(ii) of this clause be paid over to NASA unless NASA
> has already offset those monies under subdivision (c )(3)(i) of this
> clause. In either case, the Prime Contractor shall notify the
> Contracting Officer when the monies are withheld.

\(4\) GCTC agrees to incorporate the substance of this clause, including
this subparagraph (c)(4) but excepting subparagraph (c)(1), in all
subcontract under this contract.

(End of Clause)

**I.10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER**

**ACTIVITY (52.203-10) (SEP 1990)**

a.  NASA, at its election, may reduce the price of a fixed-price type
    contract or contract modification by the amount of profit or fee
    determined as set forth in paragraph (b) of this clause if the head
    of the contracting activity or his or her designee determines that
    there was a violation of subsection 27(a) of the Office of Federal
    Procurement Policy Act, as amended (41 U.S.C. 423), as implemented
    in the FAR. In the case of a contract modification, the fee subject
    to reduction is the fee specified in the particular contract
    modification at the time of execution, except as provided in
    subparagraph (b)(5) of this clause.

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b.  The price or fee reduction referred to in paragraph (a) or this
    clause shall be, for firm-fixed-price contracts or contract
    modifications, by 10 percent of the initial contract price; 10
    percent of the contract modification price; or a profit amount
    determined by the Contracting Officer from records or documents in
    existence prior to the date of the contract award or modification.

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c.  NASA may, at its election, reduce a prime contractor's price or fee
    in accordance with the procedures of paragraph (b) of this clause
    for violations of the Act by its subcontractors by an

> amount not to exceed the amount of profit or fee reflected in the
> subcontract at the time the subcontract was first definitively priced.

d.  In addition to the remedies in paragraphs (a) and (c) of this
    clause, NASA may terminate this contract for default. The rights and
    remedies of NASA specified herein are not exclusive, and are in
    addition to any other rights and remedies provided by law or under
    this contract.

(End of Clause)

**I.11 EXAMINATION OF RECORDS BY COMPTROLLER GENERAL**

**(52.215-1) (FEB 1993) (Deviation)**

a.  This clause applies if this contract exceeds the small purchase
    limitation in Part 13 of the Federal Acquisition Regulation (FAR)
    and was entered into by negotiation.

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b.  The Comptroller General of the United States or a duly authorized
    representative from the General Accounting Office shall, until 3
    years after final payment under this contract or for any shorter
    period specified in FAR subpart 4.7, Contractor Records Retention,
    have access to and the right to examine any of GCTC's directly
    pertinent books, documents, papers, or other records involving
    transactions related to this contract.

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c.  GCTC agrees to include in any first-tier subcontracts under this
    contract a clause to the effect that the Comptroller General or a
    duly authorized representative from the General Accounting Office
    shall, until 3 years after final payment under the subcontract or
    for any shorter period specified in FAR subpart 4.7, have access to
    and the right to examine any of the subcontract's directly pertinent
    books, documents, papers, or other records involving transactions
    related to the subcontract. Subcontract, as used in this clause,
    excludes (1) purchase orders not exceeding the FAR Part 13 small
    purchase limitation and (2) subcontracts or purchase orders for
    public utility services at rates established to apply uniformly to
    the public, plus any applicable reasonable connection charge.

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d.  The period of access and examination in paragraphs (b) and ( c)
    above for records relating to (1) appeals under the Disputes
    clause, (2) litigation or settlement of claims arising from the
    performance of this contract, or (3) costs and expenses of this
    contract to which the Comptroller General or a duly authorized
    representative from the General Accounting Office has taken
    exception shall continue until such appeals, litigation, claims, or
    exceptions are disposed of.

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e.  Potential examination of the contractor's documents pursuant to FAR
    52.215-1 will be limited to records directly pertaining to the
    contract.

(End of Clause)

**I.12 ORDER OR PRECEDENCE (52.215-33) (JAN 1986)**

Any inconsistency in this solicitation or contract shall be resolved by
giving precedence in the following order: (a) the Schedule (excluding
the specifications); (b) contract clauses; (c) other documents,
exhibits, and attachments; and (d) the specifications.

(End of Clause)

**I.13 NOTICE TO NASA OF LABOR DISPUTES (52.222-1) (APR 1984)**

a.  If GCTC has knowledge that any actual or potential labor dispute is
    delaying or threatens to delay the timely performance of this
    contract, GCTC shall immediately give notice, including all relevant
    information, to the Contracting Officer.

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b.  GCTC agrees to insert the substance of this clause, including this
    paragraph (b), in any subcontract to which a labor dispute may delay
    the timely performance of this contract; except that each
    subcontract shall provide that in the event its timely performance
    is delayed or threatened by delay by any actual or potential labor
    dispute, the subcontractor shall immediately notify the next higher
    tier subcontractor or the prime Contractor, as the case my be, of
    all relevant information concerning the dispute.

(End of Clause)

**I.14 INCONSISTENCY BETWEEN ENGLISH VERSION AND**

**TRANSLATION OF CONTRACT (52.225-14) (AUG 1989)**

In the event of inconsistency between any terms of this contract and any
translation thereof into another language, the English language meaning
shall control.

(End of Clause)

**I.15 EXTRAS (52.232-11) (APR 1984)**

Except as otherwise provided in this contract, no payment for extras
shall be made unless such extras and the price therefor have been
authorized in writing by the Contracting Officer.

(End of Clause)

**I.16 ASSIGNMENT OF CLAIMS (52.232-23) (JAN 1986)**

a.  GCTC, under the Assignment of Claims Act, as amended, 31 U.S.C.
    3227, 41 U.S.C. 15 (hereafter referred to as "the Act"), may assign
    its rights to be paid amounts due or to become due as a result of
    the performance of this contract to a bank, trust company, or other
    financing institution, including any Federal lending agency. The
    assignee under such an assignment may thereafter further assign or
    reassign its right under the original assignment to any type of
    financing institution described in the preceding sentence.

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b.  Any assignment or reassignment authorized under the Act and this
    clause shall cover all unpaid amounts payable under this contract,
    and shall not be made to more than one party, except that an
    assignment or reassignment may be made to one party as agent or
    trustee for two or more parties participating in the financing of
    this contract.

(End of Clause)

**I.17 ELECTRONIC FUNDS TRANSFER PAYMENT METHODS**

**(52.232-28) (APR 1989)**

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

a.  For payment through FEDLINE, GCTC shall provide the following
    information:

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

2.  The American Bankers Association 9-digit identifying number for wire
    transfers of the financing institution receiving payment, if the
    institution has access to the Federal Reserve Communications System.

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

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

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b.  For payment through ACH, GCTC shall provide the following
    information:

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

2.  Number of account to which funds are to be deposited.

3.  Type of depositor account ("C" for checking, "S" for savings).

4.  If GCTC is a new enrollee to the ACH system, a "Payment Information
    Form," SF 3881, must be completed before payment can be processed.

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

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d.  The documents furnishing the information required in this clause
    must be dated and contain the signature, title, and telephone number
    of GCTC official authorized to provide it, as well as rhesus name
    and contract number.

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e.  GCTC's failure to properly designate a financial institution or to
    provide appropriate payee bank account information may delay
    payments of amounts otherwise properly due.

(End of Clause)

**I.18 LIMITATION OF LIABILITY - SERVICES (52.246-25) (APR 1984)**

a.  Except as provided in paragraphs (b) and (c) below, and except to
    the extent that GCTC is expressly responsible under this contract
    for deficiencies in the services required to be performed under it
    (including any materials furnished in conjunction with those
    services), GCTC shall not be liable for loss of or damage to
    property of NASA that

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1.  occurs after NASA acceptance of services performed under this
    contract and

2.  results form any defects or deficiencies in the services performed
    or materials furnished.

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b.  The limitation of liability under paragraph (a) above shall not
    apply when a defect or deficiency in, or NASA's acceptance of,
    services performed or materials furnished results from willful
    misconduct or lack of good faith on the part of any of GCTC's
    managerial personnel. The term Contractor's managerial personnel, as
    used in this clause, means GCTC's directors, officer, and any of
    GCTC's managers, superintendents, or equivalent representatives who
    have supervision or direction of -

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1.  All or substantially all of GCTC's business;

2.  All or substantially all of GCTC's operations at any one plant,
    laboratory, or separate location at which the contract is being
    performed; or

3.  A separate and complete major industrial operation connected with
    the performance of this contract.

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c.  If GCTC carries insurance, or has established a reserve for
    self-insurance, covering liability for loss or damage suffered by
    NASA through GCTC's performance of services or furnishing of
    materials under this contract, GCTC shall be liable to NASA, to the
    extent of such insurance or reserve, for loss of or damage to
    property of NASA occurring after NASA acceptance of, and resulting
    from any defects and deficiencies in, services performed or
    materials furnished under this contract.

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d.  GCTC shall include this clause, including this paragraph (d),
    supplemented as necessary to reflect the relationship of the
    contracting parties, in all subcontract over \$25,000.

(End of Clause)

**I.19 COMPUTER GENERATED FORMS (52.253-1) (JAN 1991)**

a.  Any data required to be submitted on a Standard or Optional Form
    prescribed by the Federal Acquisition Regulation (FAR) may be
    submitted on a computer generated version of the form, provided
    there is no change to the name, content, or sequence of the date
    elements on the form, and provided the form carries the Standard or
    Optional Form number and edition date.

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b.  Unless prohibited by agency regulations, any data required to be
    submitted on an agency unique form prescribed by an agency
    supplement to the FAR may be submitted on a computer generated
    version of the form provided there is no change to the name,
    content, or sequence of the data elements on the form and provided
    the form carries the agency form number and edition date.

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c.  If GCTC submits a computer generated version of a form that is
    different than the required form, then the rights and obligations
    for the parties will be determined based on the content of the
    required form.

(End of Clause)