**1852.242-70 Technical Direction.**

As prescribed in 1842.271, insert the following clause:

**TECHNICAL DIRECTION**

**(SEPTEMBER 1993)**

\(a\) Performance of the work under this contract is subject to the
written technical direction of the Contracting Officer Technical
Representative (COTR), who shall be specifically appointed by the
Contracting Officer in writing in accordance with NASA FAR Supplement
1842.270. \"Technical direction\" means a directive to the Contractor
that approves approaches, solutions, designs, or refinements; fills in
details or otherwise completes the general description of work or
documentation items; shifts emphasis among work areas or tasks; or
furnishes similar instruction to the Contractor. Technical direction
includes requiring studies and pursuit of certain lines of inquiry
regarding matters within the general tasks and requirements in Section C
of this contract.

\(b\) 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) Constitutes a basis for any increase or decrease in the total
estimated contract cost, the fixed fee (if any), or the time required
for contract performance;

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

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

\(c\) All technical direction shall be issued in writing by the COTR.

\(d\) The Contractor shall proceed promptly with the performance of
technical direction duly issued by the COTR in the manner prescribed by
this clause and within the COTR\'s authority. If, in the Contractor\'s
opinion, any instruction or direction by the COTR falls within any of
the categories defined in paragraph (b) of this clause, the Contractor
shall not proceed but shall notify the Contracting Officer in writing
within 5 working days after receiving it and shall request the
Contracting 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
the Contractor in writing within 30 days that the instruction or
direction is\--

\(1\) Rescinded in its entirety; or

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

\(e\) A failure of the contractor and contracting officer to agree that
the instruction or direction is both within the requirements 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 direction, shall be subject to the Disputes clause of
this contract.

\(f\) Any action(s) taken by the contractor in response to any direction
given by any person other than the Contracting Officer or the COTR shall
be at the Contractor\'s risk.

**(End of clause)**

**1852.242-71** **Travel Outside of the** **United States.**

As prescribed in 1842.7002, insert the following clause:

**TRAVEL OUTSIDE OF THE UNITED STATES**

**(DECEMBER 1988)**

\(a\) The Contracting Officer must authorize in advance and in writing
travel to locations outside of the United States by Contractor employees
that is to be charged as a cost to this contract. This approval may be
granted when the travel is necessary to the efforts required under the
contract and it is otherwise in the best interest of NASA.

\(b\) The Contractor shall submit requests to the Contracting Officer at
least 30 days in advance of the start of the travel.

\(c\) The Contractor shall submit a travel report at the conclusion of
the travel. The Contracting Officer\'s approval of the travel will
specify the required contents and distribution of the travel report.

**(End of clause)**

**1852.242-72 Observance of Legal** **Holidays**

As prescribed in 1842.7001(a), insert the following clause:

**OBSERVANCE OF LEGAL HOLIDAYS**

**(AUGUST 1992)**

\(a\) The on-site Government personnel observe the following holidays:

New Year\'s Day

> Labor Day

Martin Luther King, Jr.\'s Birthday

> Columbus Day
>
> President\'s Day
>
> Veterans Day
>
> Memorial Day
>
> Thanksgiving Day
>
> Independence Day
>
> Christmas Day

Any other day designated by Federal statute, Executive order, or the
President\'s proclamation.

\(b\) When any holiday falls on a Saturday, the preceding Friday is
observed. When any holiday falls on a Sunday, the following Monday is
observed. Observance of such days by Government personnel shall not by
itself be cause for an additional period of performance or entitlement
of compensation except as set forth within the contract.

**(End of clause)**

**ALTERNATE I**

**(SEPTEMBER 1989)**

As prescribed in 1842.7001(b), add the following paragraphs (c) and (d)
as Alternate I to the clause.

\(c\) On-site personnel assigned to this contract shall not be granted
access to the installation during the holidays in paragraph (a) of the
clause, except as follows: the Contractor shall provide sufficient
on-site personnel to perform round-the-clock requirements of critical
work already in process, unless otherwise instructed by the Contracting
Officer or authorized representative. If the

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

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

**ALTERNATE II**

**(OCTOBER 2000)**

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

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

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

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

As prescribed in 1842.7202, insert the following clause:

**NASA CONTRACTOR FINANCIAL MANAGEMENT REPORTING**

**(NOVEMBER 2004)**

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

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

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

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

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

**(End of clause)**

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

As prescribed in 1842.7003, insert the following clause:

### EMERGENCY MEDICAL SERVICES AND EVACUATION 

**(APRIL 2001)**

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

**(End of clause)**

**1852.243-70 Engineering Change Proposals.**

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

**ENGINEERING CHANGE PROPOSALS**

**(OCTOBER 2001)**

\(a\) Definitions.

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

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

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

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

\(1\) Cost or pricing data in accordance with [FAR
15.403-5](http://www.arnet.gov/far/current/html/Subpart_15_4.html#1087873)
if the proposed change meets the criteria for its submission under [FAR
15.403-4](http://www.arnet.gov/far/current/html/Subpart_15_4.html#1087860);
or

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

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

**(End of clause)**

**ALTERNATE I**

**(JULY 1997)**

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

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

**ALTERNATE II**

**(SEPTEMBER 1990)**

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

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

**1852.243-71 Shared Savings.**

As prescribed in 1843.7102, insert the following clause:

**SHARED SAVINGS**

**(MARCH 1997)**

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

\(b\) **Definitions:**

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

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

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

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

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

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

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

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

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

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

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

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

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

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

\(f\) Administration.

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

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

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

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

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

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

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

**(End of clause)**

**1852.243-72 Equitable Adjustments.**

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

**EQUITABLE ADJUSTMENTS**

**(APRIL 1998)**

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

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

\(b\) The overhead percentage cited below shall be considered to include
all indirect costs including, but not limited to, field and office
supervisors and assistants, incidental job burdens, small tools, and
general overhead allocations. "Commission" is defined as profit on work
performed by others. The percentages for overhead, profit, and
commission are negotiable according to the nature, extent, and
complexity of the work involved, but in no case shall they exceed the
following ceilings:

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

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

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

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

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

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

**(End of clause)**

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

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

**GEOGRAPHIC PARTICIPATION IN THE AEROSPACE PROGRAM**

**(APRIL 1985)**

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

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

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

**(End of clause)**