[SECTION I]{.underline}

[CONTRACT CLAUSES]{.underline}

I.1 [CLAUSES INCORPORATED BY REFERENCE (52.252-2) (JUN
1988)]{.underline}

This contract incorporates one or more clauses by reference, with the
same force and effect as if they were given in full text. Upon request,
the Contracting Officer will make their full text available.

I.2 [CLAUSES INCORPORATED BY REFERENCE]{.underline}

\(a\) The following clauses are hereby incorporated. The clauses marked
with an asterisk do not apply to facilities-related effort in this
contract.

\(1\) [FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
CLAUSES]{.underline}

[Clause No.]{.underline} [Title]{.underline}

52.202-1 \*Definitions (Oct 1995)

52.203-3 Gratuities (Apr 1984)

52.203-5 Covenant Against Contingent Fees (Apr 1984)

52.203-6 Restrictions on Subcontractor Sales to the Government (Jul
1995)

52.203-7 Anti-Kickback Procedures (Jul 1995)

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (Sep
1990)

52.203-12 Limitation on Payments to Influence Certain Federal
Transactions

(Jan 1990)

52.204-2 Security Requirements (Aug 1996)

52.204-4 Printing/Copying Double-Sided on Recycled Paper (June 1996)

52.208-1 Required Sources for Jewel Bearings and Related Items (Apr
1984)

52.209-6 Protecting the Government\'s Interest when Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment (Jul 1995)

52.211-15 Defense Priority and Allocation Requirements (Sep 1990)

52.215-2 \*Audit and Records - Negotiations (Aug 1996)

52.215-21 Changes or Additions to Make-Or-Buy-Program

(Apr 1984)\--Alternate II (Apr 1984)

52.215-22 Price Reduction for Defective Cost or Pricing Data (Oct 1995)

52.215-24 Subcontractor Cost or Pricing Data (Oct 1995)

52.215-26 Integrity of Unit Prices (Oct 1995)\--Alternative I (Apr 1991)

52.215-27 Termination of Defined Benefit Pension Plans (Mar 1996)

52.215-31 Waiver of Facilities Capital Cost of Money (Sep 1987)

52.215-39 Reversion or Adjustment of Plans for Post Retirement Benefits
(PRB) Other Than Pensions (Mar 1996)

52.215-40 Notification of Ownership Changes (Feb 1995)

52.215-42 Requirement for Cost or Pricing Data or Information Other than
Cost or

Pricing Data-Modifications (Oct 1995)

52.215-43 Audit Commercial Items (Oct 1995)

52.216-7 Allowable Cost and Payment (Mar 2000)

52.216-10 Incentive Fee (Apr 1984) *(Note: Reference J-8)*

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

(continued)

[Clause No.]{.underline} [Title]{.underline}

52.219-8 Utilization of Small, Small Disadvantaged, and Women-Owned
Small

Business Concerns (Oct 2000)

52.219-9 Small, Small Disadvantaged, and Women-Owned Small Business

Subcontracting Plan (Jan 2002)

52.219-16 Liquidated Damages\--Subcontracting Plan (Jan 1999)

52.222-1 Notice to the Government of Labor Disputes (Apr 1984)

52.222-2 Payment for Overtime Premiums (Jul 1990);

in paragraph (a) insert: *\$-0-*

52.222-3 Convict Labor (Aug 1996)

52.222-4 Contract Work Hours and Safety Standards Act\--Overtime

Compensation (Jul 1995)

52.222-26 Equal Opportunity (Feb 1999)

52.222-35 Affirmative Action for Special Disabled and Vietnam Era
Veterans

(Apr 1984)

52.222-36 Affirmative Action for Handicapped Workers (Apr 1984)

52.222-37 Employment Reports on Special Disabled Veterans and Veterans
of the

Vietnam Era (Jan 1988)

52.222-41 Service Contract Act of 1965, As Amended (May 1989)

52.223-2 Clean Air and Water (Apr 1984)

52.223-6 Drug-Free Workplace (Jul 1990)

52.223-11 Ozone-Depleting Substances (Jun 1996)

52.223-12 Refrigeration Equipment and Air Conditioners (May 1995)

52.225-10 Duty-Free Entry (Apr 1984)

52.225-11 Restrictions on Certain Foreign Purchases (Oct 1996)

52.226-1 Utilization of Indian Organizations and Indian-Owned Economic

Enterprises (Sep 1996)

52.227-1 Authorization and Consent (Jul 1995)

52.227-2 Notice and Assistance Regarding Patent and Copyright
Infringement

(Aug 1996)

52.227-14 Rights in Data\--General (Jun 1987)\--Alternative II (Jun
1987)\--

Alternative III (Jun 1987) & Alternative V (Jun 1987) As Modified by

NASA FAR Supplement 1852.227-14

52.227-16 Additional Data Requirements (Jun 1987)

52.227-17 Rights in Data\--Special Works (Jun 1987)

52.228-7 Insurance\--Liability to Third Persons (MAR 1996)

52.230-2 Cost Accounting Standards (Apr 1996)

52.230-6 Administration of Cost Accounting Standards (Apr 1996)

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

(continued)

[Clause No.]{.underline} [Title]{.underline}

52.232-9 Limitation on Withholding of Payments (Apr 1984)

52.232-17 Interest (Jun 1996)

52.232-22 Limitation of Funds (Apr 1984)

52.232-23 Assignment of Claims (Jan 1986)

52.232-25 Prompt Payment (Mar 1994); in paragraph (b)(2) insert: *7th
day*

52.233-1 Disputes (Oct 1995)\--Alternate I (Dec 1991)

52.233-3 Protest After Award (Aug 1996)\--Alternate I (Jun 1985)

52.237-2 Protection of Government Buildings, Equipment, and Vegetation

(Apr 1984)

52.242-1 Notice of Intent to Disallow Costs (Apr 1984)

52.242-3 Penalties for Unallowable Costs (Oct 1995)

52.242-4 Certification of Indirect Costs (Oct 1995)

52.242-13 Bankruptcy (Jul 1995)

52.243-2 Changes\--Cost-Reimbursement (Aug 1987) *(45 days)*\--Alternate
II (Apr 1984)

52.243-6 Change Order Accounting (Apr 1984)

52.244-2 Subcontracts (Aug 1998)\--Alternate I (Aug 1998); in paragraph
(e) add:

> \(1\) For CPFF subcontract type, advance notification is required for
> all subcontracts, and consent is required for subcontracts
> [\>]{.underline} \$1M; (2) for cost type other than CPFF subcontract
> type, advance notification is required for subcontracts
> [\>]{.underline} \$1M, and consent is required for subcontracts
> [\>]{.underline} \$1M; (3) for Time and Material subcontract type,
> advance notification is required for subcontracts [\>]{.underline}
> \$100K, and consent is required for subcontracts [\>]{.underline}
> \$100K; (4) for Labor Hour subcontract type, advance notification is
> required for subcontracts [\>]{.underline} \$100K, and consent is
> required for subcontracts [\>]{.underline} \$100K; (5) for
> Experimental/Development or Research subcontract type, advance
> notification is required for all subcontracts, and consent is required
> for all subcontracts; (6) for Item of Facility subcontract type,
> advance notification is required for subcontracts [\>]{.underline}
> \$150K, and consent is required for subcontracts [\>]{.underline}
> \$150K; (7) Unpriced Contractual Actions subcontract type, advance
> notification is required for all subcontracts, and consent is required
> for all subcontracts; (8) for Construction of Facilities subcontract
> type, advance notification is required for subcontracts
> [\>]{.underline} \$25K, and consent is required for subcontracts
> [\>]{.underline} \$25K; (9) for Fixed Price subcontract type, advance
> notification is required for subcontracts [\>]{.underline} \$68.8M,
> and consent is required for subcontracts [\>]{.underline} \$68.8M;
> (10) for Directed Subcontract type subcontracts, advance notification
> is required for all subcontracts, and consent is required for all
> subcontracts; (11) all ratification actions (i.e. all orders issued
> prior to issuance of a contractual document or issued without all
> required approvals), regardless of dollar amount

52.244-5 Competition in Subcontracting (Jan 1996)

52.244-6 Subcontracts for Commercial Items and Commercial

Components (Oct 1995)

52.245-5 \*Government Property (Cost-Reimbursement, Time-and-Material,
or Labor-Hour Contracts) (Jan 1986) (DEV PIC 95-8) (Jul 1995)

52.245-18 Special Test Equipment (Feb 1993)

52.246-23 Limitation of Liability (Apr 1984)

52.246-24 Limitation of Liability High Value Items: This clause shall
apply only to those items identified in Article H.37, LIMITATION OF
LIABILITY-HIGH VALUE ITEMS, of this contract.

52.246-25 \*Limitation of Liability\--Services (Apr 1984)

52.247-1 Commercial Bill of Lading Notations (Apr 1984)

52.247-63 Preference for U.S.-Flag Air Carriers (Apr 1984)

52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels

(Aug 1996)\--Alternate I (Apr 1984)

52.249-6 \*Termination (Cost-Reimbursement) (Sep 1996)

52.249-14 \*Excusable Delays (Apr 1984)

52.250-1 Indemnification Under Public Law 85-804 (Apr 1984)

Alternate I (Apr 1984)

52.251-1 \*Government Supply Sources (Apr 1984)

52.251-2 Interagency Fleet Management System (IFMS) Vehicles and Related

Services (Jan 1991)

52.253-1 Computer Generated Forms (Jan 1991)

\(2\) [NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES]{.underline}

[Clause No.]{.underline} [Title]{.underline}

1852.216-89 Allowable Cost and Payment (Apr 1994)

1852.219-74 Use of Rural Area Small Businesses (Sep 1990)

1852.219-75 Small Business and Small Disadvantaged Business
Subcontracting

Reporting (Oct 1995)

1852.219-79 Mentor Requirements and Evaluation (Dec 1994)

1852.223-71 Frequency Authorization (Dec 1988)

1852.223-74 Drug and Alcohol-Free Workplace (Mar 1996)

1852.227-70 New Technology (Jul 1995)

1852.227-86 Commercial Computer Software-Licensing (Dec 1987)

1852.227-87 Transfer of Technical Data Under Space Station

International Agreements (Apr 1989)

1852.228-75 Minimum Insurance Coverage (Oct 1988)

1852.237-70 Emergency Evacuation Procedures (Dec 1988)

1852.242-72 Observance of Legal Holidays (Aug 1992)\--

Alternate II (Sep 1989)

1852.242-73 NASA Contractor Financial Management Reporting (Apr 1994)

1852.242-74 NASA Contractor Financial Management Reporting

(Performance Analysis Report) (Apr 1994)

1852.247-71 Protection of the Florida Manatee (Mar 1989)

71. Installation-Provided Government Property (Mar 1989) -- Alternate 1
    (Mar 1989)

> The above clause is applicable to "onsite", as defined in article
> G.12, equipment which does not meet the criteria for installation
> "controlled equipment."

[FACILITIES CLAUSES]{.underline}

\(b\) The following clauses are incorporated by reference and only apply
to facilities-related effort in this contract:

\(1\) [FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
CLAUSES]{.underline}

[Clause No.]{.underline} [Title]{.underline}

52.202-1 Definitions (Oct 1995)\--Alternate I (Apr 1984)

52.215-2 Audit and Records\--Negotiations (Aug 1996)\--Alternate I (Jan
1997)

52.216-13 Allowable Cost and Payment\--Facilities (Aug 1996)

52.223-10 Waste Reduction Program (May 1995)

52.225-5 Buy American Act\--Construction Materials (Jun 1997)

52.225-15 Buy American Act\--Construction Materials under Trade
Agreements Act

and North American Free Trade Agreements (Jun 1997)

52.232-21 Limitation of Cost (Facilities) (Apr 1994)

52.245-7 Government Property (Consolidated Facilities) (September 30,
2004)

52.245-8 Liability for the Facilities (Jan 1997)

[FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES]{.underline}

[(continued)]{.underline}

[Clause No.]{.underline} [Title]{.underline}

52.245-9 Use and Charges (Apr 1984)

52.249-11 Termination of Work (Consolidated Facilities or Facilities
Acquisition

Sep 1996)

52.249-13 Failure to Perform (Apr 1984)

52.251-1 Government Supply Sources (Apr 1984\--Alternate I (Apr 1984)

[FULL TEXT CLAUSES]{.underline}

I.3 [REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY-MODIFICATION
(52.203-9)(SEPT 1995)]{.underline}

\(a\) Definitions. The definitions set forth in FAR 3.104‑4 are hereby
incorporated in this clause.

\(b\) The Contractor agrees that it will execute the certification set
forth in paragraph (c) of this clause when requested by the Contracting
Officer in connection with the execution of any modification of this
contract.

\(c\) Certification. As required in paragraph (b) of this clause, the
officer or employee responsible for the modification proposal shall
execute the following certification. The certification in paragraph
(c)(2) of this clause is not required for a modification which procures
commercial items.

CERTIFICATE OF PROCUREMENT INTEGRITY‑‑MODIFICATION (NOV 1990)

\(1\) I, \[Name of certifier\]

am the officer or employee responsible for the preparation of this
modification proposal and hereby certify that, to the best of my
knowledge and belief, with the exception of any information described in
this certification, I have no information concerning a violation or
possible violation of subsection 27(a), (b), (d), or (f) of the Office
of Federal Procurement Policy Act, as amended\* (41 U.S.C. 423),
(hereinafter referred to as \"the Act\"), as implemented in the FAR,
occurring during the conduct of this procurement (contract and
modification number) .

\(2\) As required by subsection 27(e)(1)(B) of the Act, I further
certify that to the best of my knowledge and belief, each officer,
employee, agent, representative, and consultant of \[Name of Offeror\]
who has participated personally and substantially in the preparation or
submission of this proposal has certified that he or she is familiar
with, and will comply with, the requirements of subsection 27(a) of the
Act, as implemented in the FAR, and will report immediately to me any
information concerning a violation or possible violation of subsections
27(a), (b), (d), or (f) of the Act, as implemented in the FAR,
pertaining to this procurement.

\(3\) Violations or possible violations: (Continue on plain bond paper
if necessary and label Certificate of Procurement Integrity ‑
Modification (Continuation Sheet), ENTER \"NONE\" IF NONE EXISTS)

\[Signature of the officer or employee responsible for the modification
proposal and date\]

/s/ Date:

\[Typed name of the officer or employee responsible for the modification
proposal\]

Typed Name

\* Subsections 27(a), (b), and (d) are effective on December 1, 1990.
Subsection 27 (f) is effective on June 1, 1991.

THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN
AGENCY OF THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR
FRAUDULENT CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION
UNDER TITLE 18, UNITED STATES CODE, SECTION 1001.

(End of certification)

\(d\) In making the certification in paragraph (2) of the certificate,
the officer or employee of the competing contractor responsible for the
offer or bid, may rely upon a one‑time certification from each
individual required to submit a certification to the competing
contractor, supplemented by periodic training. These certifications
shall be obtained at the earliest possible date after an individual
required to certify begins employment or association with the
Contractor. If a contractor decides to rely on a certification executed
prior to suspension of section 27, the Contractor shall ensure that each
individual who has so certified is notified that section 27 has been
reinstated. These certifications shall be maintained by the Contractor
for a period of six years from the date a certifying employee\'s
employment with the company ends or, for an agency, representative, or
consultant, six years from the date such individual ceases to act on
behalf of the Contractor.

\(e\) The certification required by paragraph (c) of this clause is a
material representation of fact upon which reliance will be placed in
executing this modification.

I.4 [APPROVAL OF CONTRACT (52.204-1)(DEC 1989)]{.underline}

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

I.5 RESERVED

I.6 [HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA
(52.223-3)(NOV 1991)-ALTERNATE I (JUL 1995)]{.underline}

\(a\) \"Hazardous material,\" as used in this clause, includes any
material defined as hazardous under the latest version of Federal
Standard No. 313 (including revisions adopted during the term of the
contract).

\(b\) The offeror must list any hazardous material, as defined by
paragraph (a) of this clause, to be delivered under this contract. The
hazardous material shall be properly identified and include any
applicable identification number, such as National Stock Number or
Special Item Number. This information shall also be included on the
Material Safety Data Sheet submitted under this contract.

Material

As identified in KSC Toxic Substance Registry Service database and at
JSC in HAZMAT 95 database.

\(c\) The apparently successful offeror, by acceptance of the contract,
certifies that the list in paragraph (b) of this clause is complete.
This list must be updated during performance of the contract whenever
the Contractor determines that any other material to be delivered under
this contract is hazardous.

\(d\) The apparently successful offeror agrees to submit, for each item
as required prior to award, a Material Safety Data Sheet, meeting the
requirements of 29 CFR 1910.1200(g) and the latest version of Federal
Standard No. 313, for all hazardous material identified in paragraph (b)
of this clause. Data shall be submitted in accordance with Federal
Standard No. 313, whether or not the apparently successful offeror is
the actual manufacturer of these items. Failure to submit the Material
Safety Data Sheet prior to award may result in the apparently successful
offeror being considered nonresponsible and ineligible for award.

\(e\) If, after award, there is a change in the composition of the
item(s) or a revision to Federal Standard No. 313, which renders
incomplete or inaccurate the data submitted under paragraph (d) of this
clause or the certification submitted under paragraph (c) of the clause,
the Contractor shall promptly notify the Contracting Officer and
resubmit the data.

\(f\) Neither the requirements of this clause nor any act or failure to
act by the Government shall relieve the Contractor of any responsibility
or liability for the safety of Government, Contractor, or subcontractor
personnel or property.

\(g\) Nothing contained in this clause shall relieve the Contractor from
complying with applicable Federal, State, and local laws, codes,
ordinances, and regulations (including the obtaining of licenses and
permits) in connection with hazardous material.

\(h\) The Government\'s rights in data furnished under this contract
with respect to hazardous material are as follows:

\(1\) To use, duplicate, and disclose any data to which this clause is
applicable. The purposes of this right are to‑‑

\(i\) Apprise personnel of the hazards to which they may be exposed in
using, handling, packaging, transporting, or disposing of hazardous
materials;

\(ii\) Obtain medical treatment for those affected by the material; and

\(iii\) Have others use, duplicate, and disclose the data for the
Government for these purposes.

\(2\) To use, duplicate, and disclose data furnished under this clause,
in accordance with subparagraph (h)(1) of this clause, in precedence
over any other clause of this contract providing for rights in data.

\(3\) The Government is not precluded from using similar or identical
data acquired from other sources.

\(I\) Except as provided in paragraph (i)(2), the Contractor shall
prepare and submit a sufficient number of Material Safety Data Sheets
(MSDS\'s), meeting the requirements of 29 CFR 1910.1200(g) and the
latest version of Federal Standard No. 313, for all hazardous material
identified in paragraph (b) of this clause.

\(1\) For items shipped to consignees, the Contractor shall include a
copy of the MSDS\'s with the packing list or other suitable shipping
document which accompanies each shipment. Alternatively, the Contractor
is permitted to transmit MSDS\'s to consignees in advance of receipt of
shipments by consignees, if authorized by the Contracting Officer.

\(2\) For items shipped to consignees identified by mailing address as
agency depots, distribution centers or customer supply centers, the
Contractor shall provide one copy of the MSDS\'s in or on each shipping
container. If affixed to the outside of each container, the MSDS must be
placed in a weather resistant envelope.

I.7 [STATE OF NEW MEXICO GROSS RECEIPTS AND COMPENSATING TAX
(52.229-10)(OCT 1988)]{.underline}

\(a\) Within thirty (30) days after award of this contract, the
Contractor shall advise the State of New Mexico of this contract by
registering with the State of New Mexico, Taxation and Revenue
Department, Revenue Division, pursuant to the Tax Administration Act of
the State of New Mexico and shall identify the contract number.

\(b\) The Contractor shall pay the New Mexico gross receipts taxes,
pursuant to the Gross Receipts and Compensating Tax Act of New Mexico,
assessed against the contract fee and costs paid for performance of the
contract, or of any part or portion thereof, within the State of New
Mexico. The allowability of any gross receipts taxes or local option
taxes lawfully paid to the State of New Mexico by the Contractor or its
subcontractors will be determined in accordance with the Allowable Cost
and Payment clause of this contract except as provided in paragraph (d)
of this clause.

\(c\) The Contractor shall submit applications for Nontaxable
Transaction Certificates, Form CSR‑3C, to the State of New Mexico
Taxation and Revenue Department, Revenue Division, P.O. Box 630, Santa
Fe, New Mexico 87509. When the Type 15 Nontaxable Transaction
Certificate is issued by the Revenue Division, the Contractor shall use
these certificates strictly in accordance with this contract, and the
agreement between the NASA and the New Mexico Taxation and Revenue
Department.

\(d\) The Contractor shall provide Type 15 Nontaxable Transaction
Certificates to each vendor in New Mexico selling tangible personal
property to the Contractor for use in the performance of this contract.
Failure to provide a Type 15 Nontaxable Transaction Certificate to
vendors will result in the vendor\'s liability for the gross receipt
taxes and those taxes, which are then passed on to the Contractor, shall
not be reimbursable as an allowable cost by the Government.

\(e\) The Contractor shall pay the New Mexico compensating user tax for
any tangible personal property which is purchased pursuant to a
Nontaxable Transaction Certificate if such property is not used for
Federal purposes.

\(f\) Out‑of‑state purchase of tangible personal property by the
Contractor which would be otherwise subject to compensation tax shall be
governed by the principles of this clause. Accordingly, compensating tax
shall be due from the contractor only if such property is not used for
Federal purposes.

\(g\) The NASA may receive information regarding the Contractor from the
Revenue Division of the New Mexico Taxation and Revenue Department and,
at the discretion of the NASA, may participate in any matters or
proceedings pertaining to this clause or the above‑ mentioned Agreement.
This shall not preclude the Contractor from having its own
representative nor does it obligate the NASA to represent its
Contractor.

\(h\) The Contractor agrees to insert the substance of this clause,
including this paragraph (h), in each subcontract which meets the
criteria in 29.401‑6(b)(1) through (3) of the Federal Acquisition
Regulation, 48 CFR Part 29.

\(i\) Paragraphs (a) through (h) of this clause shall be null and void
should the Agreement referred to in paragraph (c) of this clause be
terminated; provided, however, that such termination shall not nullify
obligations already incurred prior to the date of termination.

I.8 [INDUSTRIAL RESOURCES DEVELOPED UNDER DEFENSE PRODUCTION ACT TITLE
III (52.234-1)(DEC 1994)]{.underline}

\(a\) Definitions.

Title III industrial resource means materials, services, processes, or
manufacturing equipment (including the processes, technologies, and
ancillary services for the use of such equipment) established or
maintained under the authority of Title III, Defense Production Act (50
U.S.C. App. 2091‑2093).

Title III project contractor means a Contractor that has received
assistance for the development or manufacture of an industrial resource
under 50 U.S.C. App. 2091‑2093, Defense Production Act.

\(b\) The Contractor shall refer any request from a Title III project
contractor for testing and qualification of a Title III industrial
resource to the Contracting Officer.

\(c\) Upon the direction of the Contracting Officer, the Contractor
shall test Title III industrial resources for qualification. The
Contractor shall provide the test results to

the Defense Production Act Office, Title III Program, located at Wright
Patterson Air Force Base, Ohio 45433‑7739.

\(d\) When the Contracting Officer modifies the contract to direct
testing pursuant to this clause, the Government will provide the Title
III industrial resource to be tested and will make an equitable
adjustment in the contract for the costs of testing and qualification of
the Title III industrial resource.

\(e\) The Contractor agrees to insert the substance of this clause,
including paragraph (e), in every subcontract issued in performance of
this contract.

I.9 [CONTINUITY OF SERVICES (52.237-3)(JAN 1991)]{.underline}

\(a\) The Contractor recognizes that the services under this contract
are vital to the Government and must be continued without interruption
and that, upon contract expiration, a successor, either the Government
or another contractor, may continue them. The Contractor agrees to (1)
furnish phase-in training and (2) exercise its best efforts and
cooperation to effect an orderly and efficient transition to a
successor.

\(b\) The Contractor shall, upon the Contracting Officer\'s written
notice, (1) furnish phase-in, phase-out services for up to 90 days after
this contract expires and (2) negotiate in good faith a plan with a
successor to determine the nature and extent of phase- in, phase-out
services required. The plan shall specify a training program and a date
for transferring responsibilities for each division of work described in
the plan, and shall be subject to the Contracting Officer\'s approval.
The Contractor shall provide sufficient experienced personnel during the
phase-in, phase-out period to ensure that the services called for by
this contract are maintained at the required level of proficiency.

\(c\) The Contractor shall allow as many personnel as practicable to
remain on the job to help the successor maintain the continuity and
consistency of the services required by this contract. The Contractor
also shall disclose necessary personnel records and allow the successor
to conduct on-site interviews with these employees. If selected
employees are agreeable to the change, the Contractor shall release them
at a mutually agreeable date and negotiate transfer of their earned
fringe benefits to the successor.

\(d\) The Contractor shall be reimbursed for all reasonable phase-in,
phase-out costs (i.e., costs incurred within the agreed period after
contract expiration that result from phase-in, phase-out operations) and
a fee (profit) not to exceed a pro rata portion of the fee (profit)
under this contract.

I.10 [NOTIFICATION OF CHANGES (52.243-7)(APR 1984)]{.underline}

\(a\) Definitions. \"Contracting Officer,\" as used in this clause, does
not include any representative of the Contracting Officer.
\"Specifically authorized representative (SAR),\" as used in this
clause, means any person the Contracting Officer has so designated by
written notice (a copy of which shall be provided to the Contractor)
which shall refer to this subparagraph and shall be issued to the
designated representative before the SAR exercises such authority.

\(b\) Notice. The primary purpose of this clause is to obtain prompt
reporting of Government conduct that the Contractor considers to
constitute a change to this contract. Except for changes identified as
such in writing and signed by the Contracting Officer, the Contractor
shall notify the Administrative Contracting Officer in writing promptly,
within 15 calendar days from the date that the Contractor identifies any
Government conduct (including actions, inactions, and written or oral
communications) that the Contractor regards as a change to the contract
terms and conditions. On the basis of the most accurate information
available to the Contractor, the notice shall state‑‑

\(1\) The date, nature, and circumstances of the conduct regarded as a
change;

\(2\) The name, function, and activity of each Government individual and
Contractor official or employee involved in or knowledgeable about such
conduct;

\(3\) The identification of any documents and the substance of any oral
communication involved in such conduct;

\(4\) In the instance of alleged acceleration of scheduled performance
or delivery, the basis upon which it arose;

\(5\) The particular elements of contract performance for which the
Contractor may seek an equitable adjustment under this clause,
including‑‑

\(I\) What contract line items have been or may be affected by the
alleged change,

\(ii\) What labor or materials or both have been or may be added,
deleted, or wasted by the alleged change;

\(iii\) To the extent practicable, what delay and disruption in the
manner and sequence of performance and effect on continued performance
have been or may be caused by the alleged change;

\(iv\) What adjustments to contract price, delivery schedule, and other
provisions affected by the alleged change are estimated; and

\(6\) The Contractor\'s estimate of the time by which the Government
must respond to the Contractor\'s notice to minimize cost, delay or
disruption of performance.

\(c\) Continued performance. Following submission of the notice required
by (b) above, the Contractor shall diligently continue performance of
this contract to the maximum extent possible in accordance with its
terms and conditions as construed by the Contractor, unless the notice
reports a direction of the Contracting Officer or a communication from a
SAR of the Contracting Officer, in either of which events the Contractor
shall continue performance; provided, however, that if the Contractor
regards the direction or communication as a change as described in (b)
above, notice shall be given in the manner provided. All directions,
communications, interpretations, orders and similar actions of the SAR
shall be reduced to writing promptly and copies furnished to the
Contractor and to the Contracting Officer. The Contracting Officer shall
promptly countermand any action which exceeds the authority of the SAR.

\(d\) Government response. The Contracting Officer shall promptly,
within 15 calendar days after receipt of notice, respond to the notice
in writing. In responding, the Contracting Officer shall either‑‑

\(1\) Confirm that the conduct of which the Contractor gave notice
constitutes a change and when necessary direct the mode of further
performance;

\(2\) Countermand any communication regarded as a change;

\(3\) Deny that the conduct of which the Contractor gave notice
constitutes a change and when necessary direct the mode of further
performance; or

\(4\) In the event the Contractor\'s notice information is inadequate to
make a decision under (1), (2), or (3) above, advise the Contractor what
additional information is required, and establish the date by which it
should be furnished and the date thereafter by which the Government will
respond.

\(e\) Equitable adjustments.

\(1\) If the Contracting Officer confirms that Government conduct
effected a change as alleged by the Contractor, and the conduct causes
an increase or decrease in the Contractor\'s cost of, or the time
required for, performance of any part of the work under this contract,
whether changed or not changed by such conduct, an equitable adjustment
shall be made-

\(i\) In the contract price or delivery schedule or both; and

\(ii\) In such other provisions of the contract as may be affected.

\(2\) The contract shall be modified in writing accordingly. In the case
of drawings, designs or specifications which are defective and for which
the Government is responsible, the equitable adjustment shall include
the cost and time extension for delay reasonably incurred by the
Contractor in attempting to comply with the defective drawings, designs
or specifications before the Contractor identified, or reasonably should
have identified, such defect. When the cost of property made obsolete or
excess as a result of a change confirmed by the Contracting Officer
under this clause is included in the equitable adjustment, the
Contracting Officer shall have the right to prescribe the manner of
disposition of the property. The equitable adjustment shall not include
increased costs or time extensions for delay resulting from the
Contractor\'s failure to provide notice or to continue performance as
provided, respectively, in (b) and (c) above.

I.11 RESERVED

I.12 RESERVED

I.13 [AUTHORIZED DEVIATIONS IN CLAUSES (52.252-6) (APR
1984)]{.underline}

\(a\) The use in this solicitation or contract of any Federal
Acquisition Regulation (48 CFR Chapter 1) clause with an authorized
deviation is indicated by the addition of \"(DEVIATION)\" after the date
of the clause.

\(b\) The use in this solicitation or contract of any NASA FAR
Supplement Regulation (48 CFR Chapter 18) clause with an authorized
deviation is indicated by the addition of \"(DEVIATION)\" after the name
of the regulation.

[NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES]{.underline}

I.14 [SECURITY CLASSIFICATION REQUIREMENTS (18-52.204-75)(SEPT
1989)]{.underline}

Performance under this contract will involve access to and/or generation
of classified information, work in a security area, or both, up to the
level of top secret. See Federal Acquisition Regulation clause 52.204‑2
in this contract and DD Form 254, Contract Security Classification
Specification, Attachment J-17.

#### I.15 [SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION TECHNOLOGY RESOURCES (1852.204-76) (JULY 2000)]{.underline}

\(a\) The Contractor shall comply with the security requirements
outlined in NASA Policy Directive (NPD) 2810.1, Security of Information
Technology, and NASA Procedures and Guidelines (NPG) 2810.1, Security of
Information Technology. These policies apply to all IT systems and
networks under NASA\'s purview operated by or on behalf of the Federal
Government, regardless of location.

\(b\) (1) The Contractor shall ensure compliance by its employees with
Federal directives and guidelines that deal with IT Security including,
but not limited to, OMB Circular A-130, Management of Federal
Information Resources, OMB Circular A-130 Appendix III, Security of
Federal Automated Information Resources, the Computer Security Act of
1987 (40 U.S.C. 1441 et seq.), and all applicable Federal Information
Processing Standards (FIPS).

\(2\) All Federally owned information is considered sensitive to some
degree and must be appropriately protected by the Contractor as
specified in applicable IT Security Plans. Types of sensitive
information that may be found on NASA systems that the Contractor may
have access to include, but are not limited to \--

\(i\) Privacy Act information (5 U.S.C. 552a et seq.);

\(ii\) Export Controlled Data, (e.g. Resources protected by the
International Traffic in Arms Regulations (22 CFR Parts 120-130)).

\(3\) The Contractor shall ensure that all systems connected to a NASA
network or operated by the Contractor for NASA conform with NASA and
Center security policies and procedures.

\(c\) (1) The Contractor\'s screening of Contractor personnel will be
conducted in accordance with NPG 2810.1, Section 4.5 for personnel
requiring unescorted or unsupervised physical or electronic access to
NASA systems, programs, and data.

\(2\) The Contractor shall ensure that all such employees have at least
a National Agency Check investigation. The Contractor shall submit a
personnel security questionnaire (NASA Form 531), Name Check Request for
National Agency Check (NAC) investigation, and Standard Form 85P,
Questionnaire for Public Trust Positions (for specified sensitive
positions), and a Fingerprint Card (FD-258 with NASA overprint in Origin
Block) to the Center Chief of Security for each Contractor employee
requiring screening. The required forms may be obtained from the Center
Chief of Security. In the event that the NAC is not satisfactory, access
shall not be

granted. At the option of the Government, background screenings may not
be required for employees with recent or current Federal Government
investigative clearances.

\(3\) The Contractor shall have an employee checkout process that
ensures \--

(i) Return of badges, keys, electronic access devices and NASA
    equipment;

\(ii\) Notification to NASA of planned employee terminations at least
three days in advance of the employee\'s departure. In the case of
termination for cause, NASA shall be notified immediately. All NASA
accounts and/or network access granted terminated employees shall be
disabled immediately upon the employee\'s separation from the
Contractor; and

\(iii\) That the terminated employee has no continuing access to systems
under the operation of the Contractor for NASA. Any access must be
disabled the day the employee separates from the Contractor.

\(4\) Granting a non-permanent resident alien (foreign national) access
to NASA IT resources requires special authorization. The Contractor
shall obtain authorization from the Center Chief of Security prior to
granting a non-permanent resident alien access to NASA IT systems and
networks.

\(d\) (1) The Contractor shall ensure that its employees with access to
NASA information

resources receive annual IT security awareness and training in NASA IT
Security policies,

procedures, computer ethics, and best practices.

\(2\) The Contractor shall employ an effective method for communicating
to all its employees and assessing that they understand any Information
Technology Security policies and guidance provided by the Center
Information Technology Security Manager (CITSM) and/or Center CIO
Representative as part of the new employee briefing process. The
Contractor shall ensure that all employees represent that they have read
and understand any new Information Technology Security policy and
guidance provided by the CITSM and Center CIO Representative over the
duration of the contract.

\(3\) The Contractor shall ensure that its employees performing duties
as system and network administrators in addition to performing routine
maintenance possess specific IT security skills. These skills include
the following:

\(i\) Utilizing software security tools.

\(ii\) Analyzing logging and audit data.

\(iii\) Responding and reporting to computer or network incidents as per
NPG 2810.1.

\(iv\) Preserving electronic evidence as per NPG 2810.1.

\(v\) Recovering to a safe state of operation.

\(4\) The Contractor shall provide training to employees to whom they
plan to assign system administrator roles. That training shall provide
the employees with a full level of proficiency to meet all NASA system
administrators\' functional requirements. The Contractor shall have
methods or processes to document that employees have mastered the
training material, or have the required knowledge and skills. This
applies to all system administrator requirements.

\(e\) The Contractor shall promptly report to the Center IT Security
Manager any suspected computer or network security incidents occurring
on any system operated by the Contractor for NASA or connected to a NASA
network. If it is validated that there is an incident, the Contractor
shall provide access to the affected system(s) and system records to
NASA and any NASA designated third party so that a detailed
investigation can be conducted.

\(f\) The Contractor shall develop procedures and implementation plans
that ensure that IT resources leaving the control of an assigned user
(such as being reassigned, repaired, replaced, or excessed) have all
NASA data and sensitive application software permanently removed by a
NASA- approved technique. NASA-owned applications acquired via a \"site
license\" or \"server license\" shall be removed prior to the resources
leaving NASA\'s use. Damaged IT storage media for which data recovery is
not possible shall be degaussed or destroyed. If the assigned task is to
be assumed by another duly authorized person, at the Government\'s
option, the IT resources may remain intact for assignment and use of the
new user.

\(g\) The Contractor shall afford NASA, including the Office of
Inspector General, access to the Contractor\'s and subcontractor\'s
facilities, installations, operations, documentation, databases and
personnel. Access shall be provided to the extent required to carry out
a program of IT inspection, investigation and audit to safeguard against
threats and hazards to the integrity, availability and confidentiality
of NASA data, and to preserve evidence of computer crime.

\(h\) (1) The Contractor shall document all vulnerability testing and
risk assessments conducted in accordance with NPG 2810.1 and any other
IT security requirements specified in the contract or as directed by the
Contracting Officer.

\(2\) The results of these tests shall be provided to the Center IT
Security Manager. Any Contractor system(s) connected to a NASA network
or operated by the Contractor for

NASA may be subject to vulnerability assessment or penetration testing
as part of the Center\'s IT security compliance assessment and the
Contractor shall be required to assist in the completion of these
activities.

\(3\) A decision to accept any residual risk shall be the responsibility
of NASA. The Contractor shall notify the NASA system owner and the NASA
data owner within 5 working days if new or unanticipated threats or
hazards are discovered by the Contractor, made known to the Contractor,
or if existing safeguards fail to function effectively. The Contractor
shall make appropriate risk reduction recommendations to the NASA system
owner and/or the NASA data owner and document the risk or modifications
in the IT Security Plan.

\(i\) The Contractor shall develop a procedure to accomplish the
recording and tracking of IT System Security Plans, including updates,
and IT system penetration and vulnerability tests for all NASA systems
under its control or for systems outsourced to them to be managed on
behalf of NASA. The Contractor must report the results of these actions
directly to the Center IT Security Manager.

\(j\) When directed by the Contracting Officer, the Contractor shall
submit for NASA approval a post-award security implementation plan
outlining how the Contractor intends to meet the requirements of NPG
2810.1. The plan shall subsequently be incorporated into the contract as
a compliance document after receiving Government approval. The plan
shall demonstrate thorough understanding of NPG 2810.1 and shall include
as a minimum, the security measures and program safeguards to ensure
that IT resources acquired and used by Contractor and subcontractor
personnel \--

\(1\) Are protected from unauthorized access, alteration, disclosure, or
misuse of information processed, stored, or transmitted;

\(2\) Can maintain the continuity of automated information support for
NASA missions, programs, and functions;

\(3\) Incorporate management, general, and application controls
sufficient to provide

cost-effective assurance of the systems\' integrity and accuracy;

\(4\) Have appropriate technical, personnel, administrative,
environmental, and access safeguards;

\(5\) Document and follow a virus protection program for all IT
resources under its control; and

\(6\) Document and follow a network intrusion prevention program for all
IT resources under its control.

\(k\) Prior to selecting any IT security solution, the Contractor shall
consult with their Center IT Security Manager to ensure interoperability
and compatibility with other systems with which there is a data or
system interface requirement.

\(l\) The Contractor shall comply with all Federal and NASA encryption
requirements for NASA flight programs (e.g., secure flight termination
systems, encryption for satellite uplinks, encryption for flight and
satellite command and control for both up and down link) and involve the
Center Communications Security (COMSEC) Manager when selecting
encryption solutions.

\(m\) The Contractor shall incorporate this clause in all subcontracts
where the requirements identified in this clause are applicable to the
performance of the subcontract.

(End of clause)

I.16 [OMBUDSMAN (1852.215-84) (JUN 2000)]{.underline}

\(a\) An ombudsman has been appointed to hear and facilitate the
resolution of concerns from offerors, potential offerors, and
contractors during the preaward and postaward phases of this
acquisition. When requested, the ombudsman will maintain strict
confidentiality as to the source of the concern. The existence of the
ombudsman is not to diminish the authority of the contracting officer,
the Source Evaluation Board, or the selection official. Further, the
ombudsman does not participate in the evaluation of proposals, the
source selection process, or the adjudication of formal contract
disputes. Therefore, before consulting with an ombudsman, interested
parties must first address their concerns, issues, disagreements, and/or
recommendations to the contracting officer for resolution.

\(b\) If resolution cannot be made by the contracting officer,
interested parties may contact the installation ombudsman, [Susan H.
Garman, NASA, Lyndon B. Johnson Space Center, Mailcode AC, 2101 E NASA
Rd 1, Houston, TX 77058, 281-483-0490 (phone), 281-483-2200 (fax),
susan.h.garman@nasa.gov]{.underline}. Concerns, issues, disagreements,
and recommendations which cannot be resolved at the installation may be
referred to the NASA ombudsman, the Director of the Contract Management
Division, at 202-358-0422, facsimile 202-358-3083, e-mail
sthomps1@hq.nasa.gov. Please do not contact the ombudsman to request
copies of the solicitation, verify offer due date, or clarify technical
requirements. Such inquiries shall be directed to the Contracting
Officer or as specified elsewhere in this document.