SECTION H

#### SPECIAL CONTRACT REQUIREMENTS

### CLAUSES THAT PERTAIN TO THE CONTRACT IN GENERAL

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)

CLAUSE

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

52.236-9 APR 1984 PROTECTION OF EXISTING

VEGETATION, STRUCTURES,

EQUIPMENT, UTILITIES, AND

IMPROVEMENTS

52.236-12 APR 1984 CLEANING UP

52.236-13 NOV 1991 ACCIDENT PREVENTION (ALTERNATE I)

(NOV 1991)

II. NASA FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR

> CHAPTER 18)

CLAUSE

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

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

18-52.223-70 MAY 2001 SAFETY AND HEALTH

18-52.223-75 MAY 2001 MAJOR BREACH OF SAFETY OR

SECURITY

18-52.223-76 JUL 2003 FEDERAL AUTOMOTIVE STATISTICAL

TOOL (FAST) REPORTING

18-52.225.70 FEB 2000 EXPORT LICENSES (fill-in JSC)

18-52.242-72 AUG 1992 OBSERVANCE OF LEGAL HOLIDAYS

(ALTERNATE II) (OCT 2000)

The following clause (NASA 1852.216-80) only applies to SOW Annex 13:

H.2 [TASK ORDERING PROCEDURE]{.underline} (NASA 1852.216-80) (OCT 1996)

\(a\) Only the Contracting Officer may issue task orders to the
Contractor, providing specific authorization or direction to perform
work within the scope of the contract and as specified in the schedule.
The Contractor may incur costs under this contract in performance of
task orders and task order modifications issued in accordance with this
clause. No other costs are authorized unless otherwise specified in the
contract or expressly authorized by the Contracting Officer.

\(b\) Prior to issuing a task order, the Contracting Officer shall
provide the Contractor with the following data:

\(1\) A functional description of the work identifying the objectives or
results desired from the contemplated task order.

\(2\) Proposed performance standards to be used as criteria for
determining whether the work requirements have been met.

\(3\) A request for a task plan from the Contractor to include the
technical approach, period of performance, appropriate cost information,
and any other information required to determine the reasonableness of
the Contractor\'s proposal.

\(c\) Within **7** calendar days after receipt of the Contracting
Officer\'s request, the Contractor shall submit a task plan conforming
to the request.

\(d\) After review and any necessary discussions, the Contracting
Officer may issue a task order to the Contractor containing, as a
minimum, the following:

\(1\) Date of the order.

\(2\) Contract number and order number.

\(3\) Functional description of the work identifying the objectives or
results desired from the task order, including special instructions or
other information necessary for performance of the task.

\(4\) Performance standards, and where appropriate, quality assurance
standards.

\(5\) Maximum dollar amount authorized (cost and fee or price). This
includes allocation of award fee among award fee periods, if applicable.

\(6\) Any other resources (travel, materials, equipment, facilities,
etc.) authorized.

\(7\) Delivery/performance schedule including start and end dates.

\(8\) If contract funding is by individual task order, accounting and
appropriation data.

\(e\) The Contractor shall provide acknowledgment of receipt to the
Contracting Officer within **2** calendar days after receipt of the task
order.

\(f\) If time constraints do not permit issuance of a fully defined task
order in accordance with the procedures described in paragraphs (a)
through (d), a task order which includes a ceiling price may be issued.

\(g\) The Contracting Officer may amend tasks in the same manner in
which they were issued.

\(h\) In the event of a conflict between the requirements of the task
order and the Contractor\'s approved task plan, the task order shall
prevail.

(End of clause)

The following clause (NASA 1852.232.77) entitled "Limitation of Funds
(Fixed-Price Contract)" only identifies the funding available for
payment of services provided under Annex 7 and Annex 14 of the SOW. The
clause (NASA 1852.232-81) entitled "Contract Funding" in Section B of
this contract identifies the funding available for payment of services
provided under Annexes 1-5 and 8-12 of the SOW. The funds available for
payment fixed-price, ID/IQ services will be identified on each delivery
order issued under Annex 6 of the SOW.

H.3 [LIMITATION OF FUNDS (FIXED-PRICE CONTRACT)]{.underline} (NASA
1852.232-77)

(MARCH 1989)

\(a\) Of the total price for phase-in and Annex 7 and 14, the sum of
\$13,050,366.68 is presently available for payment and allotted to this
contract. It is anticipated that from time to time additional funds will
be allocated to this contract in accordance with the following schedule
until the total price of said items is allotted:

SCHEDULE FOR ALLOTMENT OF FUNDS

Date Amounts

Sufficient amount to incrementally fund performance of Annex 7 and 14
requirements.

\(b\) The Contractor agrees to perform or have performed work on the
items specified in paragraph (a) above up to the point at which, if this
contract is terminated pursuant to the Termination for Convenience of
the Government clause of this contract, the total amount payable by the
Government (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 the Contractor, approximate the total
amount at the time allotted to the contract. The Contractor is not
obligated to continue performance of the work beyond that point. The
Government is not obligated in any event to pay or reimburse the
Contractor more than the amount from time to time allotted to the
contract, anything to the contrary in the Termination for Convenience of
the Government clause notwithstanding.

\(c\) (1) It is contemplated that funds presently allotted to this
contract will cover the work to be performed through August 30, 2002.

\(2\) If funds allotted are considered by the Contractor to be
inadequate to cover the work to be performed until the above date, or an
agreed date in substitution for it, the Contractor shall notify the
Contracting Officer 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 of the Government clause of this
contract, the total amount payable by the Government (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 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) The Contractor 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 the Contractor\'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 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, which shall be covered by
such funds. The provisions of paragraphs (b) and (c) above shall apply
to such additional allotted funds and substituted date pertaining
thereto, and the contract shall be amended accordingly.

\(e\) If, solely by reason of the Government\'s failure to allot
additional funds in amounts sufficient for the timely performance of
this contract, the Contractor incurs additional costs or is delayed in
the performance of the work under this contract, and if additional funds
are allotted, an 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.

\(f\) The Government may at any time prior to termination, and, with the
consent of the Contractor, after notice of termination, allot additional
funds for this contract.

\(g\) The provisions of this clause with respect to termination shall in
no way be deemed to limit the rights of the 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 the Government to
terminate this contract pursuant to the Termination for Convenience of
the Government clause of this contract.

(End of clause)

H.4 [REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF
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 9-BJ32-T63-0-24P dated December 27, 2001, by reference, with
the same force and effect as if it were given in full text.

(End of Clause)

H.5 [PROVIDING FACILITY ITEMS]{.underline}

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:

\(a\) "Provide" as used in this clause has the same meaning as set forth
in NASA FAR Supplement 1845.301. "Facilities" as used in this clause has
the same meaning as set forth in FAR 45.301.

\(b\) The Contractor shall replace any of the existing facilities
identified in the clause at G.11 entitled "List of Government Furnished
Property (NASA 1852.245-76)" that reach the end of their useful life
during the contract period or which are beyond economical maintenance or
repair, if the facilities are still needed for contract performance.
Such replacements shall be made with contractor-owned facilities and
shall not be a direct charge to the contract.

\(c\) 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
paragraph (b) above.

\(d\) It is agreed by both parties that the following
Government-provided equipment will not be replaced by the contractor,
but will be replaced by the Government: The list of critical items
located at Section J, Attachment I, List 4 GFP (critical).

\(e\) The contractor may unilaterally act to replace equipment items
valued at less than \$25,000; however, for equipment items valued at
more than \$24,999, the replacement, although with contractor-owned
facilities, must be approved in writing by the Contracting Officer.

(End of Clause)

The following clause entitled "CAPITAL EQUIPMENT" applies to the extent
the contractor acquires capital equipment for use in the performance of
Annexes 1-5 and 8-13 of the SOW. The parties agree that depreciation of
any capital equipment acquired by the contractor to use in performance
of services under Annexes 6, 7 and 14 shall not be an allowable cost
under the contract.

H.6 [CAPITAL EQUIPMENT]{.underline}

1\. Introduction: The parties recognize the contractor may, from time to
time during the basic period of performance of this contract, purchase
equipment for the purpose of performing work described in the SOW. Any
such capital equipment will be capitalized and depreciated in accordance
with the contractor's established cost accounting practices and
procedures, which must be in conformance to any applicable requirements
and standards of this contract.

2\. Contractor Records: The contractor agrees to maintain complete
records of capital equipment that is subject to this clause. Such
records shall include date of purchase, purchase price, depreciation
schedule, and amount of depreciation recorded from time to time. The
contractor further agrees to make these records available to the
Contracting Officer promptly upon the latter's request, along with the
contractor's best estimate of the undepreciated balance of each
equipment item.

3\. Right to Purchase: The parties agree that if the Government does not
exercise its option to extend the contract or does not thereafter
contract with the contractor for the performance of the same, or
substantially the same services contemplated by this contract, the
contractor will, upon request by the Contracting Officer, transfer title
to any equipment identified by the Contracting Officer from the records
reference above, to either (a) the Government, or (b) a successor
contractor.

4\. If a request for transfer of title to the Government, the Government
agrees to recognize as allowable costs under the contract, for
identified capital equipment, so much of the cost of the equipment that
has not been depreciated as of the end of the contract period of
performance. Payment of such undepreciated balances will be no later
than 30 days after transfer of title.

(END OF CLAUSE)

H.7 [PARTNERING]{.underline}

The Government defines partnering as it relates to this contract as: a
facilitated process that involves both Government and Contractor
personnel meeting together for the purpose of identifying, considering
alternatives, resolving and implementing improvements, for various
identified Government and Contractor concerns, problems, performances,
and opportunities.

Facilitated partnering meetings are to be scheduled as needed but not
less than monthly. The Contractor shall provide the facilitator. During
the first 30 days after contract start, the first partnering meeting
shall be scheduled by the Contractor. During this initial meeting norms
shall be established for subsequent partnering meetings.

(End of Clause)

The following clause entitled "Contractor Liability" applies relative to
performance of requirements identified in SOW Annexes 6, 7 and 14:

H.8 [CONTRACTOR LIABILITY]{.underline}

1\. The Contractor's liability for loss, damage or destruction of
Government property furnished under the "Installation-Provided
Government Property" is as set forth in "Government Property
(Fixed-Price Contracts) (Alternate I) (APR 1984)" clause hereof (FAR
52.245-2) .

2\. The contractor's liability for the loss, damage or destruction of
Government property furnished for repair or other services is as set
forth in the "Liability for Government Property Furnished for Repair or
Other Services" clause hereof (NFS 18-52.245-72). Government property
furnished for repair or other services includes, by way of example but
not limitation, all property for which contractor has custody or control
of or maintenance and operations responsibility for, under this
contract.

3\. The contractor's liability for the loss, damage, or destruction of
any other Government property shall be the same as that of any other
party under the law of the State of Texas.

4\. The contractor's limit of liability for loss, damage, or destruction
of Government property is \$10 million for each contract year.

5\. The contractor agrees to indemnify and hold the Government and its
contractors and subcontractors harmless for any claim, judgment, or cost
arising from the injury to or death of any person, or for damage to or
loss of any property, attributable to the contractor through acts or
omissions of its employees, agents or subcontractors arising out of the
performance of this contract, whether such injury, death, damage, or
loss is caused by negligence or otherwise.

6\. The kinds and amounts of insurance the contractor agrees to provide
and maintain in accordance with FAR clause 52.228-5, Insurance\--Work on
a Government Installation are set forth in NFS clause 18-52.228-75.

(End of Clause)

H.9 [KEY PERSONNEL AND FACILITIES]{.underline} (NFS 1852.235-71) (MAR
1989)

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

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

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

(End of clause)

# H.10 [CONTRACT ADJUSTMENT FOR COMPLETION FORM]{.underline}

\(a\) The provisions and references of this clause apply only to Annexes
one (1) through five (5) and Annexes eight (8) through twelve (12) of
the Statement of Work (SOW). The purpose of this clause is to set forth
the terms and conditions governing adjustments to the estimated cost and
fee, if any, to account for growth or shrinkage in the completion form
work to be performed.

\(b\) The Government's objective is to have the SOW performed in the
most efficient manner possible, consistent with the furnishing of high
quality services. One means of achieving this objective is to minimize
changes, and thus reduce or eliminate the administrative cost to both
parties that are caused by issuing, pricing, and negotiation changes.
The contract adjustment provisions set forth herein are intended to
achieve that objective, while at the same time compensating the
contractor fairly for the furnishing of services that are within a
reasonable range of the baseline work (including workload data)
projected to be performed under the contract.

\(c\) All work within Annexes one (1) through five (5) and Annexes eight
(8) through twelve (12) shall be considered to fall within the baseline
requirements of the contract. Except as provided in this clause, no
amount of work above or below the workload data shall give rise to an
equitable adjustment in the estimated cost or fee, delivery schedule, or
any other contract provision.

\(d\) Adjustment Provisions

1\. The elements of the completion form work described in Annexes one
(1) through five (5) and Annexes eight (8) through twelve (12) of the
SOW are often accompanied by "workload data." These data represent the
Government's estimates of the level of services required, and are only
intended to reflect the amount of activity anticipated for those
elements of work. Workload data do not constitute a limitation on the
contractor's obligation to perform work in the areas to which they
relate.

2\. Workload data define the thresholds that must be met before the
performance of work, which exceeds or is less than the threshold, may
become the basis for a contract adjustment. Subject to the Limitation of
Funds Clause, the fact that the contractor has performed work that is
above the workload data shall not relieve the contractor of its
obligation to continue to perform such work to the extent it is required
by the Government.

3\. An equitable adjustment (either upwards or downwards) will be made
in the cost and fee provided for in this contract if both of the
following conditions are met at the end of each performance period of
the contract:

\(A\) the workload for one or more SOW Annexes has either exceeded or
has not been met by 20 percent; and,

\(B\) the net total cost increase or decrease of all workload data
combined is greater than \$2,000,000. The appropriate unit value(s)
contained in Section J, Attachment G shall be used in conjunction with
the appropriate quantity variance data to calculate the net total cost
increase or decrease. The unit values contained in Section J, Attachment
G shall be used for the purpose of determining if either party is
entitled to seek an equitable adjustment under this clause and the
amount of such equitable adjustment.

The adjustment provisions of this clause shall not be construed as a
limitation of the Government's rights under the Termination clause of
this contract.

\(e\) The contractor is responsible for: tracking the performance of
work in each area which is subject to workload data; keeping current,
complete, and accurate records regarding the quantum of work performed
in relation to the applicable workload data; making such records
available to the Contracting Officer as may be requested from time to
time; and submitting an adjustment proposal if the contractor believes
the conditions of the paragraph (d) above are met, or if requested by
the Contracting Officer. If initiated by the contractor, the
contractor's proposal shall be submitted within 90 days of the last day
of the contract performance period. If requested by the Contracting
Officer, the proposal shall be submitted within 90 days of the request.

(End of Clause)

**H.11 [(LIMITED) RELEASE OF CONTRACTOR CONFIDENTIAL BUSINESS
]{.underline}**

**[INFORMATION (CBI)]{.underline} (JSC 52.227-91)(MAY 2002)**

\(a\) NASA may find it necessary to release information submitted by the
Contractor 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 signature on this
contract, 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 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 administration of Agency contracts,
such as providing post award audit support and specialized technical
support to NASA;

\(2\) 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)

### CLAUSES THAT PERTAIN TO CONSTRUCTION ONLY

H.12 [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)

CLAUSE

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

52.236-2 APR 1984 DIFFERING SITE CONDITIONS

52.236-3 APR 1984 SITE INVESTIGATION AND

CONDITIONS AFFECTING THE WORK

52.236-5 APR 1984 MATERIAL AND WORKMANSHIP

52.236-7 NOV 1991 PERMITS AND RESPONSIBILITIES

52.236-8 APR 1984 OTHER CONTRACTS

52.236-10 APR 1984 OPERATIONS AND STORAGE AREAS

52.236-11 APR 1984 USE AND POSSESSION PRIOR TO

> COMPLETION

52.236-12 APR 1984 CLEANING UP

52.236-13 NOV 1991 ACCIDENT PREVENTION (ALTERNATE I)

52.236-14 APR 1984 AVAILABILITY AND USE OF UTILITY SERVICES

52.236-15 APR 1984 SCHEDULES FOR CONSTRUCTION

> CONTRACTS

52.236-21 FEB 1997 SPECIFICATIONS AND DRAWINGS

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

CLAUSE

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

No NASA By-reference clauses in H.11.

H.13 [EXTENDED WARRANTIES-CONSTRUCTION]{.underline} (JSC 52.246-94)

(OCT 1999)

Any extended warranty or guarantee required by the specifications shall
be constructed as being in addition to the 1-year warranty required by
clause 52.246.21, Warranty of Construction.

(End of Clause)

### 

## H.14 [SUPERINTENDENCE BY THE CONTRACTOR]{.underline} (52.236-6) (APR 1984) 

At all times during performance of this contract and until the work is
completed and accepted, the Contractor shall directly superintend the
work or assign and have on the worksite a competent superintendent who
is satisfactory to the Contracting Officer and has authority to act for
the Contractor.

> (End of clause)

### 

### 

### CLAUSES THAT PERTAIN TO ARCHITECT AND ENGINEER ONLY

H.15 [LISTING OF CLAUSES INCORPORATED BY REFERENCE]{.underline} -- N/A

## H.16 [GOVERNMENT RIGHTS (UNLIMITED)]{.underline} (JSC 52.227-90) (FEB 1994) 

The Government shall have the unlimited rights for the benefit of the
Government in all drawings, designs, specifications, notes, and other
work developed in the performance of this contract, including the right
to use same on any other Government work without additional cost to the
Government, and with respect thereto, the Architect-Engineer agrees to
and does hereby grant to the Government a royalty-free license to all
such data which may be covered by copyright and to all designs as to
which any rights may be asserted or any claims established under the
design patent or copyright laws. The Architect-Engineer for a period of
3 years after completion of the project agrees to furnish and to provide
access to the originals or copies of all such materials on the request
of the contracting officer.

(End of Clause)

\[END OF SECTION\]