SECTION H

[SPECIAL CONTRACT REQUIREMENTS]{.underline}

H.1 [LISTING OF CLAUSES INCORPORATED BY REFERENCE]{.underline}

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

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

No FAR By-reference clauses in Section H.

II\. NASA FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR CHAPTER 18)

CLAUSE

[NUMBER]{.underline} [DATE]{.underline} [TITLE]{.underline}

18-52.208-81 AUG 1993 PRINTING AND DUPLICATING

18-52.223-70 MAY 2001 SAFETY AND HEALTH

> 18-52.223-75 MAY 2001 MAJOR BREACH OF SAFETY OR
>
> SECURITY
>
> 18-52.225-70 FEB 2000 EXPORT LICENSES

18-52.228-72 SEP 1993 CROSS-WAIVER OF LIABILITY

SPACE SHUTTLE ACTIVITIES

18-52.228-76 DEC 1994 CROSS-WAIVER OF LIABILITY FOR

SPACE STATION ACTIVITIES

18-52.242-72 AUG 1992 OBSERVANCE OF LEGAL HOLIDAYS

H.2 [SMALL BUSINESS/SMALL DISADVANTAGE BUSINESS CONCERNS]{.underline}

NASA's objective is to ensure the execution of a vigorous procurement
program at the prime contractor and subcontractor levels which will
optimize the opportunity for subcontract participation of small/small
disadvantages business concerns. To this end, the Contractor shall
comply with the approved negotiated subcontract plan as set forth in
attachment J-3 of section J of this contract.

Performance by the Contractor in exerting its best effort to achieve the
goals of the aforesaid plan shall be a factor in determining award fee
under the contract.

H.3 [Small Business Subcontracting Goals]{.underline}. (JSC 52.219-90)
(JUNE 2001)

For purposes of this clause, the terms, "HUBZone Small Business
Concern," "Small Disadvantaged Business Concern," "Veteran-Owned Small
Business Concern," "Women-Owned Small Business Concern," and
"Historically Black College or University (HBCU)" are defined in
paragraph 2.101 of the Federal Acquisition Regulation.

The total small business goal, expressed as a percent of total contract
value, is 6.2 percent, including options. The small business percentage
goal, (6.2 percent), includes the following goals expressed as a percent
of total contract value:

Small Disadvantaged Business Concerns \_\_1.9\_\_\_\_\_ percent

Woman-Owned Small Business Concerns \_\_0.3\_\_\_\_\_ percent

HUBZone Small Business Concerns \_\_0.8\_\_\_\_\_ percent

Veteran-Owned Small Business Concern \_\_0.8\_\_\_\_\_ percent

HBCU's (includes other minority institutions) \_\_in SDB goal percent

Small Business firms not included above \_\_2.4\_\_\_\_\_ percent

(End of clause)

H.4 [SUBCONTRACTS]{.underline} (52.244-2) (Alt 1) (AUG 1998)

\(e\) If the Contractor has an approved purchasing system, the
Contractor nevertheless shall obtain the Contracting Officer\'s written
consent before placing the following subcontracts:

> \_\_\_\_\_N/A\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\(k\) Paragraphs (d) and (f) of this clause do not apply to the
following subcontracts, which were evaluated during negotiations

> \_\_\_\_\_N/A\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(End of clause)

H.5 [CROSS WAIVER OF LIABILITY]{.underline}

For the purposes of NASA clause 18-52.228-76 "Cross-Waiver of Liability
for Space Station Activities", Russia shall be considered a "Partner
State" even though they have not yet signed the International Government
Agreement (IGA) since Russia has agreed to a Space Station cross-waiver
of liability under the Interim Agreement for Space Station between the
United States and Russia, dated June 23, 1994.

(End of clause)

H.6 [PROVIDING FACILITY ITEMS]{.underline} (JSC 52.245-97) (APR 1994)

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

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

2\. The Government shall provide to the contractor the facilities
identified in DRD37 and the Contractor's Property Management System
Database (see Government-Owned, Contractor-Held Property) for use in
performance of this contract.

3\. The contractor shall replace (capitalize) any of the existing
facilities identified in paragraph No. 2. above, that reach the end of
their useful life during the contract period or which are beyond
economical maintenance or repair, if the facilities are still needed for
contract performance.

4\. The contractor shall not acquire facility items for the Government,
unless specifically authorized by the contract or consent has been
obtained in writing from the contracting officer pursuant to FAR
45.302-1(a). The contractor agrees to provide all facilities necessary
for performance of this contract except as provided in Item No. 2.
above.

H.7 [REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS
OF]{.underline} [OFFERORS]{.underline} (JSC 52.209-90) (SEP 1988)

This contract incorporates Section K, Representations, Certifications,
and Other Statements of Offerors, as set forth in the Contractor's
proposal in response to RFP No. 9-BG21-29-7-39P dated August 12, 1988,
by reference, with the same force and effect as if it were given in full
text. Certifications, and Other Statements of Offerors, of this RFP is
also herein included.

H.8 [PERMISSION TO COPYRIGHT SOFTWARE]{.underline}

The Contractor has requested under paragraph (d)(3) of the "Rights in
Data-General clause of the contract, permission to establish claim to
copyright and publish and release to others, computer software,
"Simulation Virtual Machine" (SVM)," and "Instructor Operator Station
(IOS)', Network Training Simulation (NIS), ROSE-Matrix X Interface
Software, and "SGI-ABA 1553," first produced in the performance of this
contract. The Contracting Officer hereby grants such request, subject to
the following conditions:

\(a\) The Contractor agrees to use its best efforts to commercially
market and distribute the computer software including supporting and
updating services;

\(b\) The Contractor shall affix the copyright notice of l7 U.S.C. 401
to the computer software when it is delivered to the government and
released or furnished to third parties;

\(c\) NASA reserves a paid-up nonexclusive, irrevocable, worldwide
license to reproduce, prepare derivative works, perform publicly and
display publicly by or on behalf of the U.S. government all such
copyrighted computer software. Such license includes the right to
release such software to a foreign organization for use in an
international cooperative project established by NASA (e.g., Space
Station Program) in a project agreement with the foreign cooperating or
sponsoring agency, under conditions limiting its use to such
international project, and prohibiting further distribution of the
software.

\(d\) In the event the Contractor has not, or is not, making the efforts
or achieved the objectives, set forth in paragraph (a) above, NASA
reserves the right to obtain assignment of the copyright(s) in order to
foster the desired commercialization efforts.

\(e\) The Contractor agrees to provide to NASA without charge, copies of
all Commercially released upgrade enhanced versions of the software
covered by the permission herein granted, which are generated within a
period of 3 years after the completion of the contract. If the
Contractor desires, such updated or enhanced versions may be delivered
with restrictions to use for NASA purposes only.

\(f\) The foregoing permission does not affect in any way the
applicability of the U.S. export control laws and regulations on any use
and release of such software which the contractor may contemplate under
the permission.

\(g\) This permission to establish claim to copyright and publish and
release to others includes future enhancements, updates and upgrades
which are produced in performance of this contract.

\(h\) The Contractor has approved to release SVM and IOS software
developed under this contract to CAE Montreal in support of the Canadian
Space Agency (CSA) requirement to develop, integrate, and deliver the
Mobile Servicing Operations Training Simulator (MOTS) in support of the
Space Station Program. This approval is predicated on the following
language to be affixed to the software when released:

**"This computer software is furnished on the condition that it be used
only in connection with the Space Station Program, under which it is
provided and that no further use or dissemination shall be made without
prior written permission of the NASA forwarding office."**

H.9 [CHANGES\-\--COST-REIMBURSEMENT]{.underline} (FAR 52.243-2) (AUG
1987)

ALTERNATE II (APR 1984)

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

4.  Drawings, designs, or specifications when the supplies to be
    furnished are to be specially manufactured for the Government in
    accordance with the drawings, designs, or specifications.

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5.  Method of shipment or packing of supplies.

\(6\) Place of delivery.

\(b\) If any such change causes an increase or decrease in the estimated
cost of, or the time required for, performance of any part of the work
under this contract, whether or not changed by the order, or other wise
affects any part of the work under this contract, whether or not changed
by the order, or otherwise affects any other terms and conditions of
this contract, the contracting Officer, shall make an equitable
adjustment

in the (1) estimated cost, delivery or completion schedule, or both; (2)
amount of any fixed fee; and (3) other affected terms and shall modify
the contract accordingly.

\(c\) The contractor must submit any "proposal for adjustment"
(hereafter referred to as proposal) under this clause within 30 days
from the date of receipt of the written order. However, if the
Contracting Officer decides the facts justify it, the Contracting
Officer may receive and act upon a proposal submitted before final
payment of the contract.

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

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

H.10 [EMERGENCY MEDICAL SERVICES & EVACUATION]{.underline} (1852.242-78
(APR 2001)

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

H.11 [MAKE OR BUY PROGRAM]{.underline}

It is agreed that performance of the Space Station Training Facility
maintenance, operations, and installation work described in section 1.5
of the statement of work will require a make or buy determination to be
approved by NASA.

H.12 [(Limited) Release of Contractor Confidential Business Information
(CBI)]{.underline}. (JSC 52.227-91) (FEB 2001)

\(a\) NASA may find it necessary to release information submitted by the
Contractor, either in response to this solicitation or pursuant to the
provisions of this contract, to individuals not employed by NASA.
Business information that would ordinarily be entitled to confidential
treatment may be included in the information released to these
individuals. Accordingly, by submission of this proposal, or signature
on this contract or other contracts, the Contractor hereby consents to a
limited release of its confidential business information (CBI).

\(b\) Possible circumstances where the Agency may release the
Contractor\'s CBI include, but are not limited to, the following:

\(1\) To other Agency contractors and subcontractors, and their
employees tasked with assisting the Agency in handling and processing
information and documents in the evaluation, the award or the
administration of Agency contracts, such as providing both preaward and
post award audit support and specialized technical support to NASA's
technical evaluation panels;

\(2\) To NASA contractors and subcontractors, and their employees
engaged in information systems analysis, development, operation, and
maintenance, including performing data processing and management
functions for the Agency.

\(c\) NASA recognizes its obligation to protect the contractor from
competitive harm that could result from the release of such information
to a competitor. Except where otherwise provided by law, NASA will
permit the limited release of CBI under subparagraphs (1) or (2) only
pursuant to non-disclosure agreements signed by the assisting contractor
or subcontractor, and their individual employees who may require access
to the CBI to perform the assisting contract).

\(d\) NASA's responsibilities under the Freedom of Information Act are
not affected by this clause.

\(e\) The Contractor agrees to include this clause, including this
paragraph (e), in all subcontracts at all levels awarded pursuant to
this contract that require the furnishing of confidential business
information by the subcontractor.

(End of clause)

H.13 [APPROVAL OF CONTRACT]{.underline} (FAR 52.204-1) (DEC 1989)

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

H.14 [LATE OR INADEQUATE GFP]{.underline}

The Government recognizes that the prompt delivery and adequacy of the
GFP identified elsewhere in this contract is essential to the
Contractor's performance. In order to meet International Space Station
schedules, both parties recognize the need to make the most efficient
use of the GFP received, whatever its condition. Both parties agree that
in order to operate efficiently within Schedule C, a Deficient GFP
(dGFP) baseline of \$800K per GFY is required. The Contractor shall
advise the NASA CO, in writing, when the cumulative billable effort for
dGFP support has approached 75% of the negotiated baseline. This
notification will allow NASA sufficient time to evaluate the issue(s)
and either negotiate a trade (i.e. schedule adjustment), or secure
additional funding and definitize a contract change.

(End of Clause)

\[END OF SECTION\]