**Exhibit10.49**
| SOLICITATION/CONTRACT/ORDER FOR  COMMERCIAL ITEMSOFFEROR TO  COMPLETE BLOCKS 12, 17, 23,24, & 30                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                             | 1. REQUISITION NUMBER 

 

4200182265                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                            | PAGE 1 OF 69                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| 2. CONTRACT NO.

NNK07LA79C                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                             | 3. AWARD/EFFECTIVE      DATE

 

See Block 31c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                            | 4. ORDER NUMBER                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | 5. SOLICITATION NUMBER

NNK07182265J |                         | 6. SOLICITATION ISSUE      DATE       01/30/2007 |
| 7. FOR SOLICITATION      INFORMATION     CALL:                       u                                                                                                                                                                                                                                                                                                                                                                 |                                             | a. NAME 

 

Dunamis Pedraza                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                            | b. TELEPHONE NUMBER *(No      collect  calls)*

* *

(321) 867-7286                                                                                                                                                                                                                                                                                                                                                                                                |   | 8. OFFER DUE DATE/

    LOCAL TIME 

 

    3/01/2007 5:00 p.m. |
| 9. ISSUED  BY                                  CODE                                                                                                                                                                                                                                                                                                                                                                     |                                             | 10. THIS ACQUISITON IS xUNRESTRICTED OR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                            | o SET ASIDE:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | % FOR: |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|     NASA Kennedy Space Center,  M/S OP-LS      Kennedy Space Center, FL 32899                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | NAICS:  SIZE STANDARD                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | o SMALL BUSINESSo HUBZONE SMALL       BUSINESS                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | o EMERGING SMALL      BUSINESS |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | o SERVICE-DISABLED     VETERAN  OWNED SMALL     BUSINESS           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | o 8(A) |
| 11. DELIVERY FOR FOB         DESTINATION  UNLESS        BLOCK IS MARKED

 

  o SEE SCHEDULE                                                                                                                                                                                                                                                                                                                                                                                                                      |                                             | 12. DISCOUNT TERMS

 

None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | x 1 3a.THIS CONTRACT IS     A  RATED ORDER UNDER      DPAS (15 CFR 700) |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 1 3b. RATING

 

DO-C9 |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | 14. METHOD OF SOLICITATION

 

     o RFQ      o IFB      x RFP |
| 15. DELIVER TO                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                             | CODE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                            | 16. ADMINISTERED BY                                                             CODE

 

NASA Kennedy Space Center, M/S OP-LS  ATTN: Dunamis Pedraza

Kennedy Space Center, FL 32899 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                             |
| 17a. CONTRACTOR/         OFFEROR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | CODE                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                            | FACILITY     CODE                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | 1 8a. PAYMENT WILL BE MADE BY                                                CODE |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Astrotech Space Operations  1515 Chaffee Drive  Titusville, FL 32780  TELEPHONE NO. (321) 360-1927                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |   |   |
| **  o****17b.   CHECK IF  REMITTANCE IS DIFFERENT AND                   PUT  SUCH ADDRESS IN OFFER**                                                                                                                                                                                                                                                                                                                                                                           | 18b .SUBMIT INVOICES TO ADDRESS BELOW IS CHECKED | SHOWN IN BLOCK 18a UNLESS BLOCKo SEE ADDENDUM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 19.  ITEM NO.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                             | 20.  SCHEDULE OF SUPPLIES/SERVICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                            | 21.  QUANTITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | 22.  UNIT |   | 23.  UNIT PRICE | ** ** | 24.  AMOUNT |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |   |   | ** ** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                             | See Section B attached

 

*(Use  Reverse and/or Attach Additional Sheets as Necessary)*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |   |   | ** ** |   |
| 25. ACCOUNTING AND APPROPRIATION DATA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                            | 26. TOTAL AWARD AMOUNT *(For Govt. Use Only)*                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |   |   |   |   |
| x27a. SOLICITATION INCORPORATES BY REFERENCE FAR  52.212-1, 52.21 2-4. FAR 52.21 2-3 AND 52.21 2-5 ARE ATTACHED. ADDENDAo27b. CONTRACT/PURCHASE ORDER  INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.21 2-5 IS ATTACHED. ADDENDA                                                                                                                                                                                                                                                                                                                                                                 |                                             | x ARE                 o ARE NOT ATTACHEDo ARE                o ARE NOT ATTACHED                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| o28. CONTRACTOR IS REQUIRED TO SIGN THIS  DOCUMENT           AND  RETURN______________ COPIES TO ISSUING OFFICE.            CONTRACTOR AGREES  TO FURNISH AND DELIVER ALL            ITEMS SET FORTH  OR OTHERWISE IDENTIFIED ABOVE           AND ON ANY ADDITIONAL  SHEETS SUBJECT TO THE            TERMS AND  CONDITIONS SPECIFIED HEREIN |                                             |           o 29. AWARD OF CONTRACT: REFERENCE                       ______________________________________OFFER  DATED                     ________________________________________.  YOUR OFFER ON                      SOLICITATION  (BLOCK 5), INCLUDING ANY ADDITIONS OR                      CHANGES  WHICH ARE SET FORTH. HEREIN, IS ACCEPTED AS TO                      ITEMS:________________________________ |
| 30a. SIGNATURE OF OFFEROR/CONTRACTOR

 

s//Don M. White Jr.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                             | 31a. UNITED STATES OF AMERICA (Signature of  Contracting Officer)

 

s//Steve Craig                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 30b. NAME AND TITLE OF SIGNER (Type or Print)

 

Don M. White Jr., Astrotech General Manager                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                             | 30C. DATE SIGNED

 

02/28/2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                            | 31b. NAME OF CONTRACTING OFFICER (Type or Print)

 

Steve Craig                                                                                                                                                                                                                                                                                                                                                                                                                            |   | 31c. DATE SIGNED

 

06/15/2007 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 
| AUTHORIZED FOR LOCAL REPRODUCTION | ** ** | **STANDARD  FORM 1449****(REV.****3/2005)** |
|-----------------------------------|------------|---------------------------------------------|
| PREVIOUS EDITION IS NOT USABLE    |       | Prescribed by GSA - FAR  (48 CFR) 53.212    |

 

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**TABLE OF CONTENTS**
| SECTION A Standard Form 1449  (Solicitation/Award/Purchase Order) |   | 1                                                                                             |
|-------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------|
| Table of Contents                                                 |   |                                                                                          |   | 2 |
| SECTION B - SERVICES AND PRICES                                   |   | 4                                                                                             |
| ARTICLE B-1                                                       |   | TYPE OF CONTRACT                                                                              |   | 4 |
| ARTICLE B-2                                                       |   | PERIOD OF PERFORMANCE FOR  PLACING ORDERS                                                     |   | 4 |
| ARTICLE B-3                                                       |   | SUPPLIES AND/OR SERVICES  TO BE PROVIDED                                                      |   | 4 |
| ARTICLE B-4                                                       |   | MINIMUM/MAXIMUM                                                                               |   | 4 |
| ARTICLE B-5                                                       |   | SPECIAL TASK ASSIGNMENTS                                                                      |   | 4 |
| ARTICLE B-6                                                       |   | FACILITY MODIFICATIONS                                                                        |   | 4 |
| ARTICLE B-7                                                       |   | PRICE SCHEDULE                                                                                |   | 5 |
| SECTION C - DESCRIPTION/SPECIFICATION/WORK STATEMENT              |   | 10                                                                                            |
| ARTICLE C-1                                                       |   | KSC 52.210-90 SCOPE OF  WORK (FEB 1990)                                                       |   | 10 |
| ARTICLE C-2                                                       |   | DATA REQUIREMENTS LIST  (DRL)                                                                 |   | 10 |
| SECTION E - INSPECTION AND ACCEPTANCE                             |   | 11                                                                                            |
| ARTICLE E-1                                                       |   | LISTING OF CLAUSES  INCORPORATED BY REFERENCE                                                 |   | 11 |
| ARTICLE E-2                                                       |   | INSPECTION AND  CERTIFICATION OF FACILITY                                                     |   | 11 |
| SECTION F - DELIVERIES OR PERFORMANCE                             |   | 12                                                                                            |
| ARTICLE F-1                                                       |   | LISTING OF CLAUSES  INCORPORATED BY REFERENCE                                                 |   | 12 |
| ARTICLE F-2                                                       |   | ORDERING PERIOD                                                                               |   | 12 |
| ARTICLE F-3                                                       |   | PLACE OF PERFORMANCE                                                                          |   | 12 |
| ARTICLE F-4                                                       |   | ADJUSTMENTS TO PAYLOAD  PROCESSING SCHEDULE (GOVERNMENT  AND CONTRACTOR DELAYS)               |   | 12 |
| ARTICLE F-5                                                       |   | FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE  CONTRACT (Mar 2000)                       |   | 15 |
| SECTION G - CONTRACT ADMINISTRATION DATA                          |   | 16                                                                                            |
| ARTICLE G-1                                                       |   | LISTING OF CLAUSES  INCORPORATED BY REFERENCE                                                 |   | 16 |
| ARTICLE G-2                                                       |   | TASK ORDERING PROCEDURES                                                                      |   | 16 |
| ARTICLE G-3                                                       |   | INVOICE INSTRUCTIONS                                                                          |   | 18 |
| SECTION H - SPECIAL CONTRACT REQUIREMENTS                         |   | 19                                                                                            |
| ARTICLE H-1                                                       |   | LISTING OF CLAUSES  INCORPORATED BY REFERENCE                                                 |   | 19 |
| ARTICLE H-2                                                       |   | JOINT FACILITY OCCUPANCY                                                                      |   | 19 |
| ARTICLE H-3                                                       |   | 1852.223-70 SAFETY AND  HEALTH (DEC 2006)                                                     |   | 20 |
| ARTICLE H-4                                                       |   | GOVERNMENT INSIGHT AND  APPROVAL                                                              |   | 23 |
| ARTICLE H-5                                                       |   | INVESTIGATIONS AND  CORRECTIVE ACTIONS                                                        |   | 25 |
| ARTICLE H-6                                                       |   | LIABILITY                                                                                     |   | 26 |
| ARTICLE H-7                                                       |   | LICENSES AND PERMITS FOR A  PAYLOAD PROCESSING FACILITY/OPERATOR                              |   | 31 |
| ARTICLE H-8                                                       |   | MILESTONE PERFORMANCE AND  PAYMENT                                                            |   | 31 |
| ARTICLE H-9                                                       |   | SUBCONTRACT REPORTING FOR  SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS CONCERNS |   | 34 |
| ARTICLE H-10                                                      |   | FACILITY UPGRADES AND  MODIFICATIONS                                                          |   | 34 |
| SECTION I - CONTRACT CLAUSES                                      |   | 35                                                                                            |
| ARTICLE I-1                                                       |   | LISTING OF CLAUSES  INCORPORATED BY REFERENCE                                                 |   | 35 |
|                                                                   |        |                                                                                               |  |  |  |  |  |  |

 

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| ARTICLE I-2                     |   | 52.212-5  CONTRACT TERMS AND CONDITIONS  REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS – COMMERCIAL ITEMS. |   | 35 |
|---------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------|--------|----|
| ARTICLE I-3                     |   | FAR 52.252-2 CLAUSES  INCORPORATED BY REFERENCE (FEB 1998)                                                                |   | 39 |
| SECTION J - LIST OF ATTACHMENTS | 40     |
| ARTICLE J-1                     |   | ATTACHMENTS                                                                                                                    |   | 40 |

 

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| NNK07LA79C                    | Section B |
|-------------------------------|-----------|
| West Coast Payload Processing |      |

 

## **SECTION B - SERVICES AND PRICES**

### **ARTICLEB-1****                             ****TYPE OF CONTRACT**

Thisis an Indefinite-Delivery/Indefinite-Quantity (IDIQ) task order contract forpayload processing services.  Allcontract line item numbers (CLINs) are firm-fixed-priced. CLINs 1, 2, 6, 7, 10,and 11 will be incorporated into the contract as not-to-exceed prices. Allother CLINs will be negotiated at the Task Order level.

### **ARTICLEB-2****                             ****PERIOD OF PERFORMANCE FOR PLACINGORDERS**

The period of performanceincludes a three year base period and two one-year option periods. The orderingperiods are detailed in Article F-2.

### **ARTICLEB-3****                             ****SUPPLIES AND/OR SERVICES TO BEPROVIDED**

The Contractor shall provide all resources(except as may be expressly stated in the contract as furnished by theGovernment) necessary to deliver and/or perform the items below in accordancewith the Description/Specifications/Statement of Work incorporated inAttachment A, entitled “Statement of Work, Launch Services Program WesternRange Payload Processing Capability for the National Aeronautics and SpaceAdministration” dated October 2006.

### **ARTICLEB-4****                             ****MINIMUM/MAXIMUM**

The Government guarantees an order with aminimum payment of $10,000 to be issued for each contract. There will be nofurther obligation on the part of the Government.  The maximum dollar value of services orderedunder all contracts awarded for this requirement shall not exceed $35,000,000for the basic and all option periods. The dollar value of all orders placed under this contract will beapplied to the minimum and maximum dollar obligation amounts found under ArticleI-1 Order Limitations.

### **ARTICLEB-5****                             ****SPECIAL TASK ASSIGNMENTS**

TheContractor shall perform specific tasks as required, and designated as CLIN 4in the schedule.  Procedures for orderingthe work are provided in Article G-2, Task Ordering Procedures.

### **ARTICLEB-6****                             ****FACILITY MODIFICATIONS**

TheContractor shall perform facility modifications as required, and designated asCLIN 5 in the schedule.  Procedures forordering the work are provided in Article G-2, Task Ordering Procedures.

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**CLIN 12                Non-standardServices  Table B-6.6 (Option Period 2)**
| **Item  No.** | ** ** | **Non-standard Service  Item**                                 | ** ** | **Description**                                                                                                                                   | ** ** | **Qty/Unit** | ** ** | **Calendar Year  NTE Price Schedule** |
|---------------|------------|----------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------|------------|---------------------------------------|
| 12.1          |       | Extended Facility Occupancy for a Standard Mission             |       | One week extended facility occupancy excluding  allowable grace period                                                                            |       | 1 JOB        |       | CY 2011 $89,089                       |
| 12.2          |       | Abbreviated hazardous spacecraft processing flow for  4 weeks. |       | Up to 4 weeks of hazardous operations (fueling,  spinning or lifting) using the clean room and control room with minimal  administrative support. |       | 1 JOB        |       | CY 2011 $935,435                      |
| 12.3          |       | Shortened spacecraft processing flow for 10 weeks              |       | A full spacecraft processing of 10 weeks duration.                                                                                                |       | 1 JOB        |       | CY 2011 $1,202,702                    |

 

**CLIN 13                Mission Unique Services  (Option Period 2)**

The Contractor shall provide mission unique services as specified inthe PPTO and the PPTO appendices. As needed, the firm-fixed-price for missionunique services shall be established in accordance with Article G-2, Task OrderProcess.

**CLIN 14                SpecialTask Assignments  (Option Period 2)**

The Contractor shall perform studies and analysis as special taskassignments as specified in the issued Task Orders. As needed, thefirm-fixed-price for mission unique services shall be established in accordancewith Article G-2, Task Order Process.

**CLIN 15                FacilityModifications  (Option Period 2)**

The Contractor shall perform facility modifications as specified in theissued Task Orders. As needed, the firm-fixed-price for mission unique servicesshall be established in accordance with Article G-2, Task Order Process.Payment for modifications priced at $10,000 or less shall be spread over taskorder milestone payments.  Modificationspriced greater than $10,000 will be paid 10% upon issuance of Task Order, 40%at design approval, and the remaining 50% directly upon completion of theupgrade.

[END OF SECTION]

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## **SECTION C - DESCRIPTION/SPECIFICATION/WORKSTATEMENT**

### **ARTICLE C-1****                  ****KSC 52.210-90  SCOPE OF WORK (FEB 1990)**

TheContractor shall provide personnel, material, and facilities (except asotherwise provided for in this contract) necessary to perform those functionsset forth in Attachment A, entitled, “Statement of Work, Launch ServicesProgram Western Range Payload Processing Capability for the NationalAeronautics and Space Administration” dated October 2006.

(End of Clause)

### **ARTICLE C-2****                  ****DATA REQUIREMENTS LIST (DRL)**

A.                                   The Contractor shall furnish all dataidentified and described in Attachment B, “Data Requirements List”.

B.                                     The Government reserves the right toreasonably defer the date of delivery of any or all line items of dataspecified in the DRL.  Such right may beexercised at no increase in the contract amount.  The Government also reserves the right toterminate or add to the requirement for any or all line items of data specifiedin the DRL.  In the event the Governmentexercises this latter right the contract amount shall be subject to equitableadjustment in accordance with Article I- 1 hereof entitled “Contract Terms andConditions — Commercial Items.”

C.                                     To the extent that data required to be furnishedby other provisions of this contract are also identified and described in theDRL, compliance with the DRL shall be accepted as compliance with such otherprovisions.  In the event of conflictbetween the identity and description of data called for by specific provisionsof this contract and the DRL, the DRL shall control the data to be furnished.

D.                                    Nothing contained in this Data RequirementsList provision shall relieve the Contractor from furnishing data called for by,or under the authority of, other provisions of this contract which are notidentified and described in the DRL attached to this contract.  Whenever such data are identified, either bythe Contractor or the Government, they will be listed in the DRL.

E.                                      Except as otherwise provided in thiscontract, the cost of data to be furnished in response to the DRL attached tothis contract is included in the price of this contract.

[END OF SECTION]

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## **SECTION E - INSPECTION AND ACCEPTANCE**

### **ARTICLE E-1****                    ****LISTING OF CLAUSES INCORPORATEDBY REFERENCE**

NOTICE: The following contract clauses pertinent to this SECTION are herebyincorporated by reference:

I.  FEDERAL ACQUISITION REGULATION (48 CFRCHAPTER 1) CLAUSES:

None Incorporated by Reference

### **ARTICLE E-2****                    ****INSPECTION AND CERTIFICATION OFFACILITY**

(a)                                  The Contractor shall provide and maintain aninspection and certification system covering the facilities provided to theGovernment under this contract which is acceptable to the Government.  Complete records of all inspection workperformed by the Contractor shall be maintained and made available andaccessible, in a timely fashion, to the Government during contract performanceand for as long afterwards as the contract requires.

(b)                                 The Government has the right to attend,observe and otherwise participate in the inspection and testing of allfacilities called for by the contract, to the extent practicable at all timesand places during the term of the contract. The Government shall provide its assessment of those inspections andtests that, in the judgment of the Government, do not satisfy or conform to therequirements of the contract, in a manner that will not unduly disrupt or delaythe work.

(c)                                  From receipt of certificate of facilityreadiness (DRL 4) through the facility occupancy period, if the facility doesnot conform with contract requirements, NASA may require the Contractor toprovide the facility in conformity with contract requirements, at no increasein contract price.  When the defects inthe facility cannot be corrected by re-performance, the Government may (1)require the Contractor to take necessary action to ensure that futureperformance conforms to contract requirements, (2) reduce the contract price toreflect the reduced value of the facility provided, (3) by contract orotherwise, provide the facility or perform the services and charge to theContractor any cost incurred by the Government that is directly related to theperformance of such service and/or (4) terminate the contract for default.

(d)                                 If the Government performs inspections ortests on the premises of the Contractor or a subcontractor, the Contractorshall furnish, and shall require subcontractors to furnish, without additionalcharge, all reasonable facilities and assistance for the safe, clean andconvenient performance of these duties.

[END OF SECTION]

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## **SECTION F - DELIVERIES OR PERFORMANCE**

### **ARTICLE F-1****                    ****LISTING OF CLAUSES INCORPORATEDBY REFERENCE**

NOTICE: The following contract clauses pertinent to this SECTION are herebyincorporated by reference:

I.  FEDERAL ACQUISITION REGULATION (48 CFRCHAPTER 1) CLAUSES:

None Incorporated byReference

II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18)CLAUSES

None Incorporated byReference

### **ARTICLE F-2****                    ****ORDERING PERIOD**

Thebasic period of performance and effective ordering period of this contractshall be for a period of two years, nine months from the effective date of thecontract. Task Orders may be issued under this contract during the basicperformance period and option periods.
|                 | ** ** | **Government  Period of Performance**    | ** ** | **Calendar Year** | ** ** | **CLINs** |
|-----------------|------------|------------------------------------------|------------|-------------------|------------|-----------|
| Basic Period    |       | Contract Award – December 31, 2009  |       | CY 2007 - 2009    |       | 1 - 5     |
| Option Period 1 |       | January 1, 2010 – December 31, 2010 |       | CY 2010           |       | 6-10      |
| Option Period 2 |       | January 1, 2011 – December 31, 2011 |       | CY 2011           |       | 11-15     |

 

### **ARTICLE F-3****                    ****PLACE OF PERFORMANCE**

The place of performancewill be at the contractor facility on Vandenberg Air Force Base, CA.

### **ARTICLE F-4****                    ****ADJUSTMENTS TO PAYLOAD PROCESSINGSCHEDULE********(GOVERNMENT AND CONTRACTORDELAYS)**

(a)           Definitions

The following definitions are applicable to this clause:

Launch Date (LD):  Thelaunch date as specified in the Payload Processing Task Order.

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Initial FacilityOccupancy  (IFO) Date:  Theinitial facility occupancy date as specified in the Payload Processing TaskOrder (PPTO).   This date reflects the SpacecraftUser utilization of the facility.   TheContractor shall permit access to the facility for NASA Communicationsinstallation and checks in preparation of Spacecraft User arrival.  This access is limited to one week, and willnot count against the Occupancy Period.

Facility Departure Date:  The date that all payload hardware andpersonnel have vacated the facility, nominally**7 days after the launch date.

Occupancy Period:  The period of time from theInitial Facilty Occupancy date to the Facility Departure Date, nominally 14weeks plus any applicable grace period.

Delay:   AGovernment or contractor delay of either IFO date or the LD.  A Delay will be effected by the delayingparty providing a written notice specifying the duration of the delay.

Grace Period:  Anallowable period of time for delays of the LD (if notification of delay is madeafter initial facility occupancy date). During the grace period, delay damagesare waived. The total cumulative grace period used for any one mission cannotexceed 1 week.

(b)                                 Schedule Adjustments

The Contractor shall be notified ofgovernment delays in IFO and/or LD in a timely manner.  Government delays declared after the firstPPTO payment has been made and prior to IFO are subject to equitableadjustment.  Government Delays declaredbetween IFO and Facility Departure Date will be subject to equitable adjustmentto cover Contractor costs not otherwise included in the weekly extendedfacility occupancy rate which applies to delays extending the Occupancy Periodplus grace period, if applicable.  Thisrate shall be applied in weekly denominations only and shall be calculated inaccordance with terms set forth in the contract.  Contractor delays shall be subject toequitable adjustment credits.  Delayscaused by the Contractor’s inability to support mission schedule requirementsdue to changes in other launch customer requirements, including otherGovernment launch customers, will be considered Contractor delays and mayresult in the Government terminating the PPTO without penalty to theGovernment.

(c)           No Fault

1.     There shall be no postponement fees or equitable adjustment whenthe delay arises solely out of causes beyond the control of NASA or theContractor, and not due to the fault or negligence of NASA or the Contractor.  Such causes include but are not limited tothe following:

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Delays resulting from, Actsof God, acts (including delay or failure) of any Governmental authority otherthan the contracting agency, wars, riots, revolution, hijacking, strikes,freight embargoes, sabotage, epidemics, or any condition which jeopardizes thesafety of the employees of the Government, the Contractor, or itssubcontractors.

Should any of the aboveoccur, the Contractor shall be responsible for taking reasonable steps to mitigateany impacts to the payload processing facility schedule.  Further, each party agrees to bear its owncosts for the delay with no increase to the contract price.

                                                2.     TheContracting Officer shall decide whether events or causes for delays are/arenot beyond the control of NASA or the Contractor.  Any disagreement shall be subject to theDisputes clause.

(d)           Notice

If the Contractor or Government receives aNotice of Delay, the Contractor or Government shall, within three days ofreceipt, agree to the requested new IFO date and/or LD or propose analternative.  If the Government andContractor fail to agree on a new IFO date and/or LD, then the ContractingOfficer shall set the new IFO date and/or LD except as noted in paragraph (e)below.  Any disagreement shall be subjectto the Disputes clause of this contract.

(e)           Scheduling

The Contractor will use itsbest efforts to accommodate and agree to the Government’s request for a new IFOdate or LD.  If the Contractor is unableto meet the Government’s request because of its other service obligations tothird parties, the Contractor will consult with the Government and treat theGovernment’s request at least as favorably as the requests of third parties, inthe Contractor’s attempt to reschedule the affected services in an equitablemanner.  In the event that commitments toother launch customers, including other Government customers, preclude theContractor from meeting NASA mission requirements, the Government may terminatethe PPTO without penalty to the Government.

 (f)           ConcurrentDelays

The parties agree that the liquidated damagesand/or equitable adjustment specified in this contract for IFO and/or LD delaysare not payable for concurrent delays by NASA and the Contractor.

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### **ARTICLE F-5****                    ****FAR 52.217-9 OPTION TOEXTEND THE TERM OF THE CONTRACT (Mar 2000)**

(a)                                The Government may extend the term of this contract bywritten notice to the Contractor within the last 6 months of the current periodof performance; provided that the Government gives the Contractor a preliminarywritten notice of its intent to extend at least 60 days before the contractexpires. The preliminary notice does not commit the Government to an extension.

(b)                               If the Government exercises this option, the extendedcontract shall be considered to include this option clause.

(c)                                The total duration of this contract, including the exerciseof any options under this clause, shall not exceed 4 years, 9 months.

(End of Clause)

[END OF SECTION]

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## **SECTION G - CONTRACT ADMINISTRATION DATA**

### **ARTICLE G-1****                  ****LISTING OF CLAUSES INCORPORATEDBY REFERENCE**

NOTICE: The following contract clauses pertinent to this SECTION are herebyincorporated by reference:

I.              FEDERAL ACQUISITION REGULATION (48 CFRCHAPTER 1) CLAUSES

None Incorporated byReference

II.           NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES:
| NFS 1852.216-80 | Task Ordering Procedures (Oct 1996)) Insert: fill-in  paragraph (c) “30”; paragraph (e) “5”. |
|-----------------|------------------------------------------------------------------------------------------------------------------|
| NFS 1852.223-71 | Frequency Authorization (Dec 1988)                                                                               |

 

### **ARTICLE G-2****                  ****TASK ORDERING PROCEDURES**

*A.Types of Task Orders.*

There are two types of task orders that may be issued under thiscontract:  (1) Payload Processing TaskOrder (PPTO) and (2) non-PPTOs.  PPTOswill be used to order standard payload processing services (CLIN 1, 6 & 11)and any CLIN 2-5, 7-10 or 12-15 services related to a specific payloadprocessing service.  Items other thanCLIN 1 payload processing services that are not related to a specific payloadprocessing service will be obtained by non-PPTOs.  PPTOs will be ordered in accordance with theprocedures set forth in FAR 16.505. The Government has the unilateral right toorder, and the contractor has the obligation to provide, payload processingservices under this contract at the NTE prices stated herein.  Any such unilateral order shall be issued nolater than 60 days prior to the initial occupancy date (CLIN 1) or requiredperformance date (CLIN 2).  TheContractor may, however, return a unilateral order or otherwise decline to bidon a Request for Payload Processing Services Proposal (PPSP), in the event thatthe requested facility occupancy period is contractually committed to anotherparty.  Proposal preparation costsassociated with responding to any request for proposal under this contract thatmay or may not lead to an order, must be treated as an indirect cost.

*B.    Payload Processing TaskOrders*

1.   *Requests for Payload Processing Services Proposals(PPSP).*  The request for PPSPwill provide any special instructions regarding the level of detail required inthe proposal, and will include a date and time for submission of theproposal.  Generally, proposals will bedue within thirty (30) calendar days from the date of the request for PPSP.

2.*   Payload Processing Services Proposal. *The Contractor, when submitting aPPSP, shall indicate the PPSP is compliant with the contract terms, statementof work, and the specific requirements contained in the request for PPSP.

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Pricing for all PPSPs standard and non-standard services shall notexceed the maximum NTE prices contained in Tables B-6.1 through B-6.6 of thiscontract, but may be adjusted downward by the Contractor for the specificpayload processing service being proposed. Any Contractor proposed reduction will be applicable to the current PPSPonly and will not be deemed as a permanent reduction of the NTE pricescontained in Tables B-6.1 through B-6.6. Any mission unique services, special task assignments, or facilitymodifications not priced in the non-standard services must be separatelyidentified and individually priced. Pricing detail shall be sufficient to allow the Government to determineprice reasonableness.

Theproposed payload processing services price, including applicable pricednon-standard services, mission unique services, special task assignments, orfacility modifications shall be totaled for a single firm-fixed price for allefforts required under the order for that payload processing service.  The total firm-fixed price shall be appliedto the percentages in Article H.8, “Milestone Performance and Payment”, forconversion to dollar amounts for each payment event.  In addition, the accomplishment criterianarration shall be appropriately modified to add any non-standard servicesand/or mission unique modifications.

3.     *Payload Processing Services ProposalEvaluation.*  The ContractingOfficer will evaluate the following factors prior to award of a PPTO:

a.             Technical capability/risk, including thefollowing:

(1)        Contractor’s ability to meet specific spacecraft requirements,including schedule requirements, as specified in the Request for PPSP.

(2)   Information gained throughGovernment Insight and Approval activities.

(3)        Unique terms and conditions contained in acontract which may impact price, performance or risk.

b.              Reasonableness of proposed price, includingany probable cost impacts to the Government as a result of technical risks.

4. *Modifications to Payload Processing Services TaskOrders*.  After a PPTO isissued, it may be necessary to add priced non-standard services to the PPTO.  These additions will be accomplished viamodifications to the original PPTO.  Inaddition, mission unique services that are not included in the pricednon-standard services may be added to, or deleted from, PPTO’s via modificationto the original PPTO.  In this instance,the terms of the existing PPTO, such as price, payment events, andaccomplishment criteria, will be modified to reflect the change.

*C.    Non-PPTOs*

Issuance of non-PPTOs will normally be a follow-on to a PPTO and,therefore, issued pursuant to paragraph B.4 of this Article (Task OrderingProcedures).  Non-PPTOs may be issued forspecial task assignments under CLIN 4, 9, and 14, non-standard services priced 

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under CLIN 2, 7, and 12, mission unique services under CLIN 3, 8, and13, and facility modifications under CLIN 5, 10, and 15.  However, as mentioned above, any non-standardservices related to a specific payload processing service will be ordered via aPPTO or a modification to a PPTO.

*D.    Task Order Authorization andContent*

As stated in NFS 1852.216-80Alt. I**,**the only personauthorized to issue task orders under this contract is the Kennedy Space CenterContracting Officer.  Task orders will beissued in writing; however, any facsimile, electronic, or oral task orders issuedby the Contracting Officer will be confirmed in writing within 5 businessdays.  The Contractor will acknowledgereceipt and acceptance of the task order by signing the task order andreturning it to the Contracting Officer. Each task order will include the following information:

1.             Date of the task order;

2.             Contract number and task order number;

3.             Statement of Work and any other documentationon which the price is based;

4.             Product or Service to be delivered;

5.             Task order price;

6.             Completion/Delivery date;

7.             Accounting and appropriation data.

### **ARTICLE G-3****                  ****INVOICE INSTRUCTIONS**

Contractors are encouraged to use copies of the MIRR (DD Form 250) asan invoice, in lieu of a commercial form, but are not required to do so.  When used as an invoice, four copies shall beprepared and forwarded to the payment office as follows:

(i)                                     Complete Blocks 5, 6, 19 and 20.

(ii)                                  Mark in letters approximately one inch high,first copy: “ORIGINAL INVOICE”; three copies: “INVOICE COPY.”

(iii)                               Forward the four copies to the payment office (Block 12 address of SF26).

[END OF SECTION]

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## **SECTION H - SPECIAL CONTRACT REQUIREMENTS**

### **ARTICLE H-1****                  ****LISTING OF CLAUSES INCORPORATEDBY REFERENCE**

NOTICE: The following contract clauses pertinent to this SECTION are herebyincorporated by reference:

I.              FEDERAL ACQUISITION REGULATION (48 CFRCHAPTER 1) CLAUSES

None Incorporated by Reference

II.           NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES:
| NFS 1852.223-70 | Safety and Health (Apr 2002)                                                      |
|-----------------|-----------------------------------------------------------------------------------|
| NFS 1852.223-75 | Major Breach of Safety or Security (Feb 2002)                                     |
| NFS 1852.228-78 | Cross-Waiver of Liability for NASA Expendable Launch  Vehicle Launches (Sep 1993) |

 

### **ARTICLE H-2****                  ****JOINT FACILITY OCCUPANCY**

TheContractor shall provide dedicated and distinct processing space and controlroom space for each NASA payload.  Ifmultiple operations are on-going in this facility the Contractor shall ensurethe following:

1.               NASA communications (including voice, videoand data) are not impacted by other payload communications and usage andrequirements,

2.               NASA schedules are not impacted by otheroperations within the facility,

3.               NASA cleanliness requirements shall not becompromised due to sharing of common A/C systems, access doors, etc.,

4.               NASA payloads, as well as NASA personnel, andtheir contractors, representatives, and approved visitors, shall be physicallysafe from effects of other planned operations.

5.               NASA operations shall have access to workspace without interference from other ongoing operations within the facility(e.g. Paging and area warning system, use of facility power systems, personnelaccess, crane usage, facility lighting, etc.),

6.               The Contractor shall ensure that there are noRF or magnetic disturbances in the assigned work areas created by other facilityoccupants.  The Contractor should beprepared to work with the Spacecraft User to establish other uniqueenvironments as required,

7.               When hazardous operations areplanned/anticipated, the Contractor shall coordinate with all parties/facilityoccupants to minimize schedule impacts, and

8.               The contractor shall ensure that allpersonnel are notified regarding hazards from other occupants’ programs.

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### **ARTICLE H-3****                  ****1852.223-70  SAFETY AND HEALTH (DEC  2006)**

(a)             Safety is the freedom from those conditionsthat can cause death, injury, occupational illness, damage to or loss ofequipment or property, or damage to the environment.  NASA’s safety priority is to protect: (1) thepublic, (2) astronauts and pilots, (3) the NASA workforce (including contractoremployees working on NASA contracts), and (4) high-value equipment andproperty.

(b)            The Contractor shall take all reasonablesafety and occupational****healthmeasures in performing this contract. The Contractor shall comply with allFederal, State, and local laws applicable to safety and occupational****health including AFSPCMAN 91-710, Range Safety UserRequirements Manual and any other relevant requirements of this contract.  The Contractor shall comply with AFSPCMAN91-710 unless they have an existing agreement with the Range to use apredecessor document, such as Eastern & Western Range Safety requirements,EWR 127-1.  Proof of such agreement mustbe provided to NASA.

(c)             The Contractor shall take, or cause to betaken, any other safety, and occupational health~~~~measures theContracting Officer may reasonably direct. To the extent that the Contractor may be entitled to an equitableadjustment for those measures under the terms and conditions of this contract,the equitable adjustment shall be determined pursuant to the procedures of theContract Terms and Conditions-Commercial Items clause of this contract;provided, that no adjustment shall be made under this Safety and Health clausefor any change for which an equitable adjustment is expressly provided under anyother clause of the contract.

(d)            The Contractor shall immediately notify andpromptly report to the Contracting****Officer or adesignee any accident, incident, or exposure resulting in fatality, lost-timeoccupational injury, occupational disease, contamination of property beyond anystated acceptable limits set forth in the contract Schedule; or property lossof $25,000 or more, or Close Call (a situation or occurrence with no injury, nodamage or only minor damage (less than $1,000) but possesses the potential tocause any type mishap, or any injury, damage, or negative mission impact) thatmay be of immediate interest to NASA, arising out of work performed under thiscontract per NPR 8621.1B.  The Contractoris *not* required to include in any report anexpression of opinion as to the fault or negligence of any employee.

(e)             The Contractor shall investigate allwork-related incidents, accidents, and Close Calls, to the extent necessary todetermine their causes and furnish the Contracting Officer a report, in suchform as the Contracting Officer may require, of the investigative findings andproposed or completed corrective actions.

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(f)      (1) The Contracting Officer may notify the Contractor in writing of anynoncompliance with this clause and specify corrective actions to be taken.  When the Contracting Officer becomes aware ofnoncompliance that may pose a serious or imminent danger to safety and healthof the public, astronauts and pilots, the NASA workforce (including contractoremployees working on NASA contracts), or high value mission critical equipmentor property, the Contracting Officer shall notify the Contractor orally, with writtenconfirmation. The Contractor shall promptly take and report any necessarycorrective action.

(2)  If the Contractor fails or refuses toinstitute prompt corrective action in accordance with subparagraph (f)(1) ofthis clause, the Contracting Officer may invoke the stop-work order clause inthis contract or any other remedy available to the Government in the event ofsuch failure or refusal.

(g)  The Contractor (or subcontractor or supplier)shall insert the substance of this clause, including this paragraph (g) and anyapplicable Schedule provisions and clauses, with appropriate changes ofdesignations of the parties, in all solicitations and subcontracts of everytier, when one or more of the following conditions exist:

(1)          The work will be conducted completely orpartly on premises owned or controlled by the Government.

(2)           Thework includes construction, alteration, or repair of facilities in excess ofthe simplified acquisition threshold.

(3)           The work, regardless of place of performance, involves hazards thatcould endanger the public, astronauts and pilots, the NASA workforce (includingContractor employees working on NASA contracts), or high value equipment orproperty, and the hazards are not adequately addressed by Occupational Safetyand Health Administration (OSHA) or Department of Transportation (DOT)regulations (if applicable).

(4)           When the Contractor (or subcontractor or supplier) determines that theassessed risk and consequences of a failure to properly manage and control thehazard(s) warrants use of the clause.

(h)     The Contractor (or subcontractor or supplier)may exclude the provisions of paragraph (g) from its solicitation(s) andsubcontract(s) of every tier when it determines that the clause is notnecessary because the application of the OSHA and DOT (if applicable)regulations constitute adequate safety and occupational health protection.  When a determination is made to exclude theprovisions of paragraph (g) from a solicitation and subcontract, the Contractormust notify and provide the basis for the determination to the ContractingOfficer.  In subcontracts of every tierabove the micro-purchase threshold for which paragraph (g) does not apply, theContractor (or subcontractor or supplier) shall insert the substance ofparagraphs (a), (b), (c), and (f) of this clause).

(i)      Authorized Government representatives of theContracting Officer shall have access to and the right to examine the sites orareas where work under this contract is being 

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performedin order to determine the adequacy of the Contractor’s safety and occupational****health measures under this clause.

(j)      The contractor shall maintain a safety and health plan per AFSPCMAN91-710 requirements and continually update the****safetyand health plan for changes to safety requirements, new or modified hardware(both flight and GSE), or when deemed necessary by NASA.  In particular**,**theContractor shall furnish a list of all hazardous operations to be performed,and a list of other major or key operations required or planned in theperformance of the contract, even though not deemed hazardous by theContractor. NASA and the Contractor shall jointly decide which operations areto be considered hazardous, with NASA as the final authority.  Before hazardous operations commence, theContractor shall submit for NASA concurrence the following deliverables:

(1)     Written hazardous operating procedures for all hazardous operations;

(2)     Qualification standards for personnel involved in hazardous operations

(3)     Written hazard reports or Failure Mode Analysis..

(k)    Mission specific tailoring of safety requirements shall be performedfor each mission to reflect mandatory NASA safety requirements andmission-specific safety requirements that will vary for the NASApayload/organizations occupying the Contractor’s facility.  This mission specific tailoring shall reflectcurrent safety policy, and criteria applicable to ground support equipment(GSE) and to ground operations processing at the facility.  The Contractor will support tailoring, in accordancewith NASA STD 8719.8, Expendable Launch Vehicle Payload Safety Review ProcessStandard.  Tailoring will be conducted toaccomplish the following:

1.     NASA specified safety requirement(s) (e.g.,NASA Standards, KSC Regulations, or Air Force Safety requirements) shall betailored to identify applicable requirements, document and substantiatealternate methods/process that achieve an equivalent level of safety, andidentify potential areas of non-compliance for resolution.  Tailoring shall include assessments of NASAPayload Safety organizations program requirements to supplement NASA Standards,as needed, for inclusion in the tailored document. This includes Hazard Reportsand/or Failure Mode Analysis (single failure points) for GSE and Flight Hardware.

2.     Tailoring will reflect the requirements ofthe Contractor, NASA Payload Safety Organization, NASA KSC LSP SMA, and theLaunch Service Contractor.  Tailoringmeetings will be supported by safety representatives from these organizations.

3.     The Final Mission Specific Tailoring shall becompleted 120 calendar days prior to Initial facility occupancy, and beapproved by the participating organizations and the Contractor.

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The Contractor, through the variance processdefined in the Mission Specific Tailoring, will document any non-compliance toNASA Standards or higher-level requirements.

(End of clause)

### **ARTICLE H-4****     ****GOVERNMENT INSIGHT AND APPROVAL**

Inaddition to the rights the Government has under the inspection clauses of thiscontract, the Government shall have the right of insight and approval.  In order for the Government to ensure thehighest practical probability of mission success for each payload processedthrough the Contractor’s facility, the Government must be provided an adequatelevel of insight into and/or approval of certain Contractor products, tasks andmilestones.  The Contractor shallmaintain all documentation requiring insight or approval at the Contractor’sfacility.  This includes insight intoand/or approval of certain subcontractor tasks where some hands-on operationsare performed (e.g. payload transportation).

TheGovernment’s monitoring of payload processing facilities and services providedby the private sector has two elements: approval and insight.  Government approval is defined as providingauthority to proceed and/or formal acceptance of requirements, plans, designs,analyses, tests, or success criteria in specified areas.  Where Government approval is required, thepayload processing facility Contractor shall submit the necessary documentationto the Government Contracting Officer and copies to the Government COTR.

Governmentinsight is defined as gaining understanding necessary to knowledgeably concurwith the Contractor’s action through watchful observation, inspection, or reviewof program events, documents, meetings, tests, audits, hardware, etc., withoutapproval/disapproval authority.  WhereGovernment insight is required, the payload processing facility provider shallnotify the Government COTR at the processing site of meetings, reviews, ortests in sufficient time to permit meaningful Government participation.

Shouldapproval or insight identify noncompliance with the terms and conditions of thecontract, a difference in interpretation of test results, or disagreement withthe Contractor technical directions, the Government will take appropriateaction under the terms of the contract to ensure contract compliance or resolvedifferences with the Contractor.

NASAshall have insight into and/or approval of Contractor initiated changes thataffect NASA missions, in accordance with SOW 3. This insight/approval shall be accommodated with no increase to thecontract price.

Specificareas where the Government requires the right of approval and/or insight arelisted in the following paragraphs. Additional requirements applicable to new and modified payloadprocessing facilities and systems that have not been proven are defined inparagraph F.

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A.            PAYLOAD PRE-SHIP FACILITY INSPECTION

Approval is required for the following:

1.   Certificate of Facility Readiness (COFR)

2.   Selection of facilities and room to beprovided for processing activities, and control rooms and office areas.

Insight is required for the following:

1.   Facility and facility systems analyses,tests and configurations

2.   Mission reviews, plans, and schedules

3.   Major/Critical problems

4.   Operations and maintenance procedures

5.   Facility operating permits, licenses orother authorizing documents

6.  Safety procedures andprocesses

B.            EQUIPMENT/PAYLOAD OFFLOAD, TRANSPORT, ANDDELIVERY

Approval is required for the following:

1.   Offload and transport operation andprocedure

2.   Transportation route survey

Insight is required for the following:

1.   Security escort, badging, and permitarrangements

2.   Handling GSE

3.   Safety procedures

C.            PAYLOAD PROCESSING FACILITY AND SERVICES

Approval is required for the following:

1.   Manifest Schedule (NASA missions only)

2.   Sample analysis of propellants, gasses, andfluids

3.   Payload Processing Facility cleanliness

4.   Storage of GSE and flighthardware

Insight is required for the following:

1.   Work schedules and plans (facility andfacility systems)

2.   Other tenants processing schedules

3.   Major/critical problems

4.   Anomaly resolution

5.   Failure analysis

6.   Operations and maintenance procedures

7.   Maintenance history logs

8.   Maintenance schedules

9.Storage, handling and sample analysis of propellants

10.Facility Security procedures

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11. Facility Safety procedures

D.            POST LAUNCH EQUIPMENT DEPARTURE

Insight is required for the following:

1.   Handling of GSE

2.   Facility and facilitysystems analysis and test

E.             ANALYSIS AND INVESTIGATIONS AFFECTING NASAMISSIONS

Insight is required for thefollowing:

1.   AnomalyInvestigation/Closeout

F.             NEW AND MODIFIED PAYLOAD PROCESSINGFACILITIES AND

 SYSTEMS

For the systems listed below, NASA willapprove hardware design specifications, plans for analyses and tests of suchhardware and the suitability of the manufactured hardware for payloadprocessing operations.  This approvalrequires that NASA receive insight into design reviews, analyses and testresults, and test procedures and operations, for the following systems:

1.   Cranes and other hardware handling equipment

2.   HVAC Systems

3.   Communication Systems

4.   UPS

5.   Safety Systems (firedetection/suppression, toxic vapor monitoring, lightning protection, etc)

Notwithstandingthe insight and approvals set forth above, the Contractor assumes full payloadprocessing facility system performance responsibility as set forth in clauseH.8, Milestone Performance and Payment.

### **ARTICLE H-5****     ****INVESTIGATIONS AND CORRECTIVE ACTIONS**

1.             In the event that the facility, facilitysystems, and/or facility support equipment do not achieve performancerequirements or if any processing anomaly occurs, the Contractor shallinvestigate this anomaly or failure at its expense.  The Contractor shall determine the scope ofthe investigation and shall conduct and control the investigation.  The Government, at its option, may provide anoverview team to assess and approve the Contractor’s investigative andcorrective actions.  The Government’sdesignated representatives may observe and participate in the investigation.

2.             The Contractor shall present to theGovernment its findings resulting from the investigation and the proposedcorrective actions, if any.  TheContractor has the burden of 

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proofto show that the corrective action is sufficient.  The Contracting Officer may either accept orreject any finding or corrective action. If the Contracting Officer accepts a finding and the related correctiveaction, the costs of the corrective actions will be borne by the Contractorincluding re-validation for NASA’s use. The Government may at its option and its expense conduct its owninvestigation of the anomaly or failure. The Contractor shall cooperate with and fully support the Government’sinvestigation.

3.             If the Government determines that additionalor corrective action other than that proposed by the Contractor is required, theContractor shall implement the Contracting Officer’s written direction toperform the corrective action.  The costsof implementing the Contracting Officer’s directed corrective action may be abasis for an equitable adjustment.

### **ARTICLE H-6****     ****LIABILITY**

A.            Definitions

For purposes of this clause, the following definitions are applicable:

(1)    A “Party”is a person or entity that signs this contract.

(2)    The term “relatedentity” means:

(i)    a Contractor or subcontractor of a Party atany tier;

(ii)   a user or Customer of a Party at any tier; or

(iii)  a Contractor or subcontractor of a user or Customer of a Party at anytier.  “Contractors” and “subcontractors”include suppliers of any kind.

(3)  The term “damage” means:

(i)   bodily injury to, or other impairment ofhealth of, or death of, any person;

(ii)  damage to, loss of, or loss of use of anyproperty;

(iii)loss of revenue or profits; or

(iv) other direct,indirect or consequential damage.

(4)   The term “launch vehicle” means an object (orany part thereof) intended for launch, launched from Earth, or returning toEarth which carries payloads or persons, or both.

(5)  The term “payload” means all property to beflown or used on or in a launch vehicle.

(6)   The term “Protected Space Operations” means all launch vehicle andpayload activities on Earth, in outer space, or in transit between Earth andouter space performed under this contract. It includes, but is not limited to:

(i)            research, design, development, test,manufacture, assembly, integration, operation, or use of:  launch vehicles, transfer vehicles, payloads,related support equipment and facilities and services;

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(ii)           all activities related to ground support, test, training, simulation,or guidance and control equipment, and related facilities or services.

“Protected Space Operations” excludesactivities on Earth which are conducted on return from space to develop furthera payload’s product or process for use other than for launch vehicle relatedactivities in implementation of this Contract.

(7)   The term “Unusually Hazardous Risks” means those risks, beginning withpayload arrival at the landing site or Payload Processing Facility, whichresult from the pressures, gasses, propellants, ordnance, fuels or radiationsources (such as ionized or non-ionized) utilized on the specific payload.  Payload processing itself may involvehazardous situations (e.g. fueling) as would potential accidents resulting inburning, combustion, explosion or fuel leaks, (e.g. hydrazine) encounteredduring the processing flow.

B.            Liability for Unusually Hazardous Risks -Third Party

a.             Liability Scheme

(1)           The Contractor shall continue in effect or otherwise purchase $25million insurance coverage protecting the Contractor and/or the Government fromthird party claims for Unusually Hazardous Risks.  If existing insurance is not applicable, orthe amount is considered insufficient to cover the probable liability to thirdparties, and NASA has decided not to indemnify the Contractor from third partyclaims, then the Contractor shall obtain additional insurance to cover thethird party claims.  The cost forobtaining such additional insurance shall be subject to an equitableadjustment.  The Contractor shall consultwith and obtain the approval of the Contracting Officer before it modifies orcancels any such insurance that would affect the protection provided to theContractor or the Government.

(2)           If the payload processing services required by this contract aredetermined to be subject to Public Law 85-804 Indemnification for UnusuallyHazardous Risks, and the Contracting Officer so notifies the Contractor, theContractor may request approval for indemnification, if desired, in accordancewith the procedures set forth in b. below. Note that the Contractor must submit any requests for indemnification tothe Government at least six months before the Occupancy Date.  If the Contractor fails to provide a completeand timely request for indemnification, then the Government shall be under noobligation to approve the indemnification prior to occupancy.  In no event will the Contractor be excusedfrom proceeding with the occupancy as scheduled.

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b.             Procedures

(1)           At least six months (or such other date as may in writing be agreed to)before the occupancy of a payload (or before the first payload of a series ofpayloads to be covered by insurance or indemnification) the Contractor shallprovide to the Contracting Officer:

(i)            a copy of the terms and conditions of anyexisting policy and/or the proposed insurance policy which covers third partyliability and the premium cost to the Government for such proposed policy; andif the services under this contract are determined to be subject to Public Law85-804 and the Contractor has elected to seek such indemnification, then

(ii)           a request for indemnification which contains the information requiredby Federal Acquisition Regulations (FAR) Subpart 50.4 as supplemented by NASAFAR Supplement (NFS) 1850.4.

(2)           The proposed insurance policy shall meet at a minimum the followingrequirements:

(i)            Theinsurance shall protect the Contractor, and, to the extent insurance may beobtained without additional cost to the Government, it shall protect theGovernment.

(ii)           TheContractor shall propose an amount of insurance protection that is available inthe world market at reasonable premium cost.

(iii)          The policy shall provide that coverage will attach upon commencement ofinitial facility occupancy date and shall remain in force through facilitydeparture date and may not be revised or canceled prior to the facilitydeparture date, unless the Contracting Officer agrees in writing to therevision or cancellation.

(3)           Within 60 days after receiving the information described in paragraphB.b.l of this Article, the Contracting Officer shall:

(i)            approvethe proposed insurance policy; or

(ii)           requiremodifications to the policy and establish a date for submission of a revisedproposed policy; or

(iii)          determine that the proposed policy shall not be purchased by theContractor covering the Unusually Hazardous Risks of a particular mission.

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(4)           If the Government approves a proposed insurance policy, the Contractorshall provide proof of the required insurance by:

(i)            certifyingto the Contracting Officer, in a writing signed by an authorized officer of theContractor, that it has obtained the approved insurance policy; and

(ii)           filing with the Contracting Officer a certificate of insurance showinginsurance coverage by the insurer of a currently effective and properlyendorsed policy which has been approved by the Contracting Officer.  The Contractor shall provide to theGovernment a copy of the approved insurance policy as soon as it becomesavailable.

c.             Applicable Indemnity Clause

The clause in FAR 52.250-1 entitled “IndemnificationUnder Public Law 85-804 (April 1984)” shall be included by reference in ArticleI-l of this contract, if the NASA Administrator determines that services underthis contract are subject to Public Law 85-804.

C.            Cross-waiver of Liability

a.             The objective of this Paragraph C is toestablish a cross-waiver of liability by the parties and related entities inthe interest of encouraging participation in the exploration, exploitation, anduse of outer space.  This cross-waiver ofliability shall be broadly construed to achieve this objective.

b.             (1)           EachParty agrees to a cross-waiver of liability pursuant to which each Party waivesall claims against any of the entities or persons listed in such paragraphsb(l)(i) through b(l)(iii) of this paragraph based on damage arising out ofProtected Space Operations.  Thiscross-waiver shall apply only if the person, entity, or property causing thedamage is involved in Protected Space Operations and the person, entity, orproperty damaged is damaged by virtue of its involvement in Protected SpaceOperations.  The cross-waiver shall applyto any claims for damage, whatever the legal basis for such claims, includingbut not limited to delict and tort (including negligence of every degree andkind) and contract, against:

(i)            anotherParty;

(ii)           arelated entity of another Party;

(iii)          the employees of any of the entities identified in subparagraphsb(l)(i) and b(l)(ii) of this paragraph.

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(2)           In addition, each Party shall extend the crosswaiver of liability asset forth in paragraph b(l) of this paragraph to its own related entities byrequiring them, by contract or otherwise, to agree to waive all claims againstthe entities or persons identified in paragraphs b(l)(i) through b(l)(iii) ofthis paragraph.

(3)           For avoidance of doubt, this cross-waiver of liability includes across-waiver of liability arising from the Convention on InternationalLiability for Damage by Space Objects (Mar 29, 1972, 24 United States Treatiesand Other International Agreements (U.S.T.) 2389, Treaties and otherInternational Acts Series (T.I.A.S.) No. 7762) where the person, entity, orproperty causing the damage is involved in Protected Space Operations and theperson, entity, or property damage is damaged by virtue of its involvement inProtected Space Operations.

(4)           Notwithstanding the other provisions of this paragraph C, thiscross-waiver of liability shall not be applicable to:

(i)            claimsbetween a Party and its own related entity or between its own related entities;

(ii)           claimsmade by a natural person, his/her estate, survivors, or subrogees for injury ordeath of such natural person;

(iii)          claimsfor damage caused by willful misconduct;

(iv)          intellectualproperty claims;

(v)           contract claims between the Parties based on the express contractualprovisions of this contract, except for this Cross-Waiver of Liability clause;

(5)           Nothing in this paragraph shall be construed to create the basis for aclaim or suit where none would otherwise exist.

D.            Limitation of Contractor and CustomerLiability

Notwithstanding the definition of the term “Damage”,to the extent that a risk of Damage is not dealt with expressly in thisContract, Contractor’s liability to customer, and Customer’s liability toContractor arising out of this Contract, whether or not arising as a result ofan alleged breach of this Contract, (i) shall be limited to direct damages onlyand shall not include any loss of revenue, profits or other indirect orconsequential damages, and (ii) shall not exceed the total price paid toContractor by Customer for the Services to be provided for the particularPayload under this Contract.

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### **ARTICLEH-7****                     ****LICENSES AND PERMITS FOR APAYLOAD PROCESSING FACILITY/OPERATOR**

TheContractor shall assume all responsibility for obtaining the necessarylicenses, permits, site plans, and clearances, with the exception ofradioactive materials, that may be required by the Department ofTransportation, Department of Commerce, Department of Defense, or otherFederal, State, or local governmental bodies or subdivisions thereof, or of anyother duly constituted public authority in performance of the work whetherperformed by the Contractor or the Spacecraft User housed in the facilityunless otherwise directed by the Contracting Officer.  This includes obtaining a TechnicalAssistance Agreement approved by the Department of State for working withForeign Spacecraft Users, if necessary. The Contractor shall obey and abide by all applicable laws, regulationsor ordinances in order to operate as a commercial payload processing Contractorunder this contract.  All applicablecosts and fees associated with obtaining licenses, permits, site plans, andclearances are included in the CLIN prices.

### **ARTICLE H-8****     ****MILESTONE PERFORMANCE AND PAYMENT**

A.            DEFINITION

For purposes of this clause,the definition of “successful” means the Contracting Officer has determinedthat the Contractor has fully met all of the assigned milestones and requiredtasks in a timely manner, and met or exceeded the applicable requirements ofthe PPTO.

B.            PURPOSE AND AUTHORITY

The Contracting Officer will determine theperformance price based upon evaluation of the Contractor’s performance at eachmilestone.  This determination will bebased upon the success criteria defined in C of this Article and data inputfrom the Spacecraft User and the COTR.

C.            PROCEDURES

The Contracting Officer will authorizepayment based upon how well the Contractor completes five predefinedmilestones.  Milestones one through fourwill have fixed percentage payments of the Task Order price, and theContractors performance will be assessed, but the percentage will not bechanged (except as authorized by Article E-1, Article B-7, or ArticleF-4).  The Contracting Officer may deferpayment at any milestone when the Contractor has failed to meet therequirements of the milestone.  Thepayment will only be deferred until that time when all requirements have beenmet.  Milestone five will have a maximumpercentage payment, based upon the initial Task Order price, which may bereduced based on the Contractor’s performance on 

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milestones one through five.  The total reduction for any single task orderwill not exceed 10% of the Task Order price. The five milestones, associatedcriteria, and percentages are defined as follows:

(1)           Payload Processing Task Order

The Government will send a Payload ProcessingTask Order to the Contractor.  TheContractor shall provide a Letter of Confirmation agreeing to the proposedprocessing schedule not more than 15 calendar days after receipt of the PayloadProcessing Task Order.  Upon receipt ofthe Letter of Confirmation, the Contracting Officer will authorize payment of 5percent of the Task Order price.

(2)           The Certificate of Facility Readiness (COFR)

The Contractor is responsible for submittalof the COFR in sufficient time to obtain Government approval not later than 30days prior to initial facility occupancy. The Government will provide approval/disapproval of each Contractorsubmittal of the COFR within 10 working days. The approval will involve random inspection of system back-updocumentation used in the preparation of the COFR, and may include aninspection or walkthrough of the facility, by the COTR or a designee.  As a minimum, the COFR shall:

(i)            Identify all systems by name

(ii)           Identify each system as critical/non-critical

(iii)          Provide a brief description of status and readiness of the facility andeach facility system

(iv)          Provide a copy of the certification for each system’s proofload,calibration, compliance, or inspection

(v)           List supporting documentation for each system

(vi)          Provide a summary of facility modifications implemented since last NASAusage

(vii)         Have an Open Items, Issues and Concerns Section with associatedcorrection plan and date

(viii)        Have an Exception, Waivers, and Deviation Section

(ix)           Safety Statement of Readiness

Uponapproval of the COFR, the Contracting Officer will authorize the payment of 30percent of the Task Order price.

(3)           Offloading,and transporting of GSE and payload into the PPF

The Contractor shall haveprovided the necessary equipment and personnel and transported the payload andGSE from the arrival point to the inside of the PPF without incident.  The Contractor shall comply with all DRLrequirements.  In 

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addition, all facilityservices and systems shall be in place and ready to support Spacecraft Useractivities.  This shall include but notbe limited to:

(i)            Proof that operational systems(communications, television, RF, etc.) are validated and ready to support

(ii)           Proof the administrative systems (desks, telephones, LAN, Fax machines,copiers, etc.) are ready for use

(iii)          Proof the facility systems (power, gases, compressed air) are in placeto support the payload and associated GSE

(iv)          Proof that cleanroom specifications have been maintained

Upon completion of this activity, theContracting Officer will authorize payment of 15 percent of the Task Orderprice.

(4)           Payload processing period

The Contractor shall demonstrate that allfacility systems have met the Government’s minimum requirements as defined inthe SOW, all necessary support services and materials have been provided in atimely manner, and any facility system failures or deficiencies have beencorrected without causing delay to the processing schedule or impact to flighthardware.  When the payload departs thefacility, the Contracting Officer will authorize payment of 30 percent of theTask Order price.

(5)           Facility departure

The Contractor shall have demonstrated thatall facility systems have met the Government’s minimum requirements as definedin the SOW, all necessary support services and materials required at the PPFhave been provided in a timely manner during the pad processing and launchperiods, and any facility system failures or deficiencies have been correctedwithout causing delay to the processing or launch schedule.  The Contractor shall have provided thenecessary equipment and personnel to load and transport the GSE and payload (ifrequired) from the PPF to the departure point without incident.  When all Spacecraft User hardware hasdeparted the facility, the Contracting Officer will authorize payment of up to(or percentage thereof) 20 percent of the initial Task Order price, as definedby the table in Section D, and any increase/decrease due to contractmodification.

D.             PERFORMANCE PRICE

Inthe event the Contracting Officer determines that the Contractor has had lessthan successful performance ratings on any of the five milestones, theContracting Officer may reduce payment of milestone five based on the followingschedule:

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| Milestone Number | ** ** | **Reduction of Initial Task Order price**   |
|------------------|------------|---------------------------------------------|
| 1                |       | Up to 1 percent of Initial Task Order price |
| 2                |       | Up to 5 percent of Initial Task Order price |
| 3                |       | Up to 3 percent of Initial Task Order price |
| 4                |       | Up to 6 percent of Initial Task Order price |
| 5                |       | Up to 5 percent of Initial Task Order price |

 

Thetotal reduction for any single task order will not exceed 10% of the Task Orderprice.

E.             DETERMINATION OF MILESTONE PAYMENT

The Contracting Officer’sdetermination under this clause is subject to the “Disputes” clause of thiscontract.

### **ARTICLE H-9****                     ****SUBCONTRACT REPORTING FOR SMALL,SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS CONCERNS**

The amounts and percentagescontained in the subcontracting reports required by FAR 52.219-9 and NFS1852.219-75 shall be cumulative during performance of the contract.  However, reporting shall only be requiredwhen task orders are active under this contract.

### **ARTICLE H-10                    FACILITY UPGRADES ANDMODIFICATIONS**

Anyfacility upgrades or modifications, permanent or semi-permanent, that are paidfor by NASA under this contract to enhance the contractor’s capability to meetthe payload processing requirements of a particular mission will become theproperty of the contractor, and the contractor agrees to make the enhancedcapability resulting from such upgrades and modifications available to NASA forthe duration of the contract at no additional cost to the Government.

[END OF SECTION]

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## **SECTION I - CONTRACT CLAUSES**

### **ARTICLE I-1****                       ****LISTING OF CLAUSES INCORPORATEDBY REFERENCE**

NOTICE:  The following contract clauses pertinent tothis SECTION are hereby incorporated by reference:

I.              FEDERAL ACQUISITION REGULATION (48 CFRCHAPTER 1) CLAUSES
| FAR 52.204-7  |   | Central Contractor Registration (Jul 2006)                                                                                                                                                                                       |
|---------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| FAR 52.204-9  |   | Personal Identity Verification of Contractor  Personnel (Nov 2006)                                                                                                                                                               |
| FAR 52.211-15 |   | Defense Priority and Allocation Requirements  (Sep 1990)                                                                                                                                                                    |
| FAR 52.212-4  |   | Contract Terms and Conditions- Commercial Items (Sep  2005)                                                                                                                                                                      |
| FAR 52.216-18 |   | Ordering (Oct 1995) Insert: Fill-in Paragraph (a): “Contract  Award date”, “December 31, 2011”                                                                                                               |
| FAR 52.216-19 |   | Order Limitations (Oct 1995) Insert: fill-in  paragraph (a) “$10,000”; paragraph (b)(1) “$5,000,000”; paragraph (b)(2)  “$5,000,000”; paragraph (b)(3) “30”; paragraph (d) “7” |
| FAR 52.216-22 |   | Indefinite Quantity (Oct 1995) Insert: fill-in  paragraph (d) “180 days after launch of the final mission authorized under  this contract”                                                                             |
| FAR 52.217-8  |   | Option to Extend Services (Nov 1999) Insert: fill-in  “the last 6 months of the current period of performance”                                                                                                         |
| FAR 52.247-34 |   | F.O.B. Destination (Nov 1991)                                                                                                                                                                                                    |

 

II.            NASA FAR SUPPLEMENT (48 CFR CHAPTER 18)CLAUSES:
| NFS 1852.215-84 |   | Ombudsman, Alternate I (Oct 2003) Insert[Fill in:  Insert “James E. Hattaway Jr., Kennedy Space Center, Code AA-B, Kennedy Space  Center FL 32899, telephone number 321-867-7246, fax 321-867-8807, email  James.E.Hattaway@nasa.gov. “] |
|-----------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| NFS 1852.203-70 |   | Display of Inspector General Hotline Posters (Jun  2001)                                                                                                                                                                                           |
| NFS 1852.219-75 |   | Small Business Subcontracting Reporting (May 1999)                                                                                                                                                                                                 |
| NFS 1852.219-76 |   | NASA 8 Percent Goal (Jul 1997)                                                                                                                                                                                                                     |
| NFS 1852.225-70 |   | Export Licenses (Feb 2000)                                                                                                                                                                                                                         |
| NFS 1852.228-75 |   | Minimum Insurance Coverage (Oct 1988)                                                                                                                                                                                                              |
| NFS 1852.237-73 |   | Release of Sensitive Information (Jun 2005)                                                                                                                                                                                                        |

 

### **ARTICLE I-2****                       ****52.212-5  CONTRACTTERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS –COMMERCIAL ITEMS.**

 (a) The Contractor shall comply with thefollowing Federal Acquisition Regulation (FAR) clauses, which are incorporatedin this contract by reference, to implement provisions of law or Executiveorders applicable to acquisitions of commercial items:

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(1) 52.233-3, ProtestAfter Award (AUG 1996)(31 U.S.C. 3553).

(2)52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub. L. 108-77, 108-78)

(b) TheContractor shall comply with the FAR clauses in this paragraph (b) thatthe Contracting Officer has indicated as being incorporated in this contract byreference to implement provisions of law or Executive orders applicable toacquisitions of commercial items:

x (1) 52.203-6, Restrictions on Subcontractor Sales to theGovernment (Sept 2006), with Alternate I (Oct 1995)(41 U.S.C. 253g and 10 U.S.C. 2402).

o (2) 52.219-3, Notice of Total HUBZone Set-Aside(Jan 1999) (15 U.S.C. 657a).

o (3) 52.219-4, Notice of Price Evaluation Preference forHUBZone Small Business Concerns (JULY 2005)(if the offeror elects to waive the preference, it shall so indicate in itsoffer) (15 U.S.C. 657a).

o (4) [Reserved]

o (5)(i)  52.219-6, Notice of Total Small BusinessSet-Aside (June 2003) (15 U.S.C. 644).

o (ii) Alternate I (Oct 1995) of 52.219-6.

o (iii) Alternate II (Mar 2004) of 52.219-6.

o (6)(i)  52.219-7, Notice of Partial Small BusinessSet-Aside (June 2003) (15 U.S.C. 644).

o (ii) Alternate I (Oct 1995) of 52.219-7.

o (iii) Alternate II (Mar 2004) of 52.219-7.

x (7) 52.219-8, Utilization of Small Business Concerns(May 2004) (15 U.S.C. 637(d)(2) and (3)).

x (8)(i)  52.219-9, Small Business Subcontracting Plan(Sept 2006)(15 U.S.C. 637(d)(4).

o (ii) Alternate I (Oct 2001) of 52.219-9.

x (iii) Alternate II (Oct 2001) of 52.219-9.

o (9) 52.219-14, Limitations on Subcontracting (Dec 1996)(15 U.S.C. 637(a)(14)).

o (10)(i)  52.219-23, Notice of Price EvaluationAdjustment for Small Disadvantaged Business Concerns (SEPT 2005)(10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall soindicate in its offer).

o (ii) Alternate I (June 2003) of 52.219-23.

o (11) 52.219-25, Small Disadvantaged Business ParticipationProgram—Disadvantaged Status and Reporting (Oct 1999) (Pub. L. 103-355,section 7102, and 10 U.S.C. 2323).

o (12) 52.219-26, Small Disadvantaged Business ParticipationProgram—Incentive Subcontracting (Oct 2000) (Pub. L. 103-355,section 7102, and 10 U.S.C. 2323).

o (13) 52.219-27, Notice of Total Service-Disabled Veteran-OwnedSmall Business Set-Aside (May 2004).

x (14) 52.222-3, Convict Labor (June 2003)(E.O. 11755).

o (15) 52.222-19, Child Labor—Cooperation with Authorities andRemedies (Jan 2006) (E.O. 13126).

o (16) 52.222-21, Prohibition of Segregated Facilities(Feb 1999).

x (17) 52.222-26, Equal Opportunity (Apr 2002)(E.O. 11246).

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x (18) 52.222-35, Equal Opportunity for Special DisabledVeterans, Veterans of the Vietnam Era, and Other Eligible Veterans(Sept 2006) (38 U.S.C. 4212).

x (19) 52.222-36, Affirmative Action for Workers withDisabilities (Jun 1998) (29 U.S.C. 793).

x (20) 52.222-37, Employment Reports on Special DisabledVeterans, Veterans of the Vietnam Era, and Other Eligible Veterans(Sept 2006) (38 U.S.C. 4212).

o (21) 52.222-39, Notification of Employee Rights ConcerningPayment of Union Dues or Fees (Dec 2004) (E.O. 13201).

o (22)(i)  52.223-9, Estimate of Percentage of RecoveredMaterial Content for EPA-Designated Products (Aug 2000)(42 U.S.C. 6962(c)(3)(A)(ii)).

o (ii) Alternate I (Aug 2000) of 52.223-9(42 U.S.C. 6962(i)(2)(C)).

o (23) 52.225-1, Buy American Act—Supplies (June 2003)(41 U.S.C. 10a-10d).

(24)(i) 52.225-3, BuyAmerican Act—Free Trade Agreements—Israeli Trade Act (Nov 2006) (41 U.S.C.10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, Pub. L 108-77, 108-78,108-286, 109-53 and 109-169).

o (ii) Alternate I (Jan 2004) of 52.225-3.

o (iii) Alternate II (Jan 2004) of 52.225-3.

o (25) 52.225-5, Trade Agreements (Nov 2006)(19 U.S.C. 2501, **et seq**., 19 U.S.C. 3301note).

x (26) 52.225-13, Restrictions on Certain Foreign Purchases(Feb 2006) (E.o.s,proclamations, and statutes administered by the Office of Foreign AssetsControl of the Department of the Treasury).

o (27) 52.226-4, Notice of Disaster or Emergency AreaSet-Aside (42 U.S.C. 5150).

o (28) 52.226-5, Restrictions on Subcontracting OutsideDisaster or Emergency Area (42 U.S.C. 5150).

o (29) 52.232-29, Terms for Financing of Purchases ofCommercial Items (Feb 2002) (41 U.S.C. 255(f),10 U.S.C. 2307(f)).

o (30) 52.232-30, Installment Payments for Commercial Items(Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

o (31) 52.232-33, Payment by Electronic Funds Transfer—CentralContractor Registration (Oct 2003) (31 U.S.C. 3332).

x (32) 52.232-34, Payment by Electronic Funds Transfer—Otherthan Central Contractor Registration (May 1999)(31 U.S.C. 3332).

o (33) 52.232-36, Payment by Third Party (May 1999)(31 U.S.C. 3332).

o (34) 52.239-1, Privacy or Security Safeguards(Aug 1996) (5 U.S.C. 552a).

o (35)(i)  52.247-64, Preference for Privately OwnedU.S.-Flag Commercial Vessels (Feb 2006)(46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

o (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractorshall comply with the FAR clauses in this paragraph (c), applicable tocommercial services, that the Contracting Officer has indicated as beingincorporated in this contract by reference to implement provisions of law orExecutive orders applicable to acquisitions of commercial items:

x (1) 52.222-41, Service Contract Act of 1965, as Amended(July 2005) (41 U.S.C. 351, **et seq**.).

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x (2) 52.222-42, Statement of Equivalent Rates for FederalHires (May 1989) (29 U.S.C. 206 and 41 U.S.C. 351, **et seq**.).Insert fill-in: 23380 Ground Support Equipment Mechanic, $22.11; 30083Engineering Technician III, $21.06; 01312 Secretary II, $17.65.

x (3) 52.222-43, Fair Labor Standards Act and Service ContractAct—Price Adjustment (Multiple Year and Option Contracts) (Nov 2006)(29 U.S.C. 206 and 41 U.S.C. 351, **et seq**.).

o (4) 52.222-44, Fair Labor Standards Act and Service ContractAct—Price Adjustment (Feb 2002) (29 U.S.C. 206 and41 U.S.C. 351, **et seq**.).

(d)  **ComptrollerGeneral Examination of Record**. The Contractor shall comply withthe provisions of this paragraph (d) if this contract was awarded usingother than sealed bid, is in excess of the simplified acquisition threshold,and does not contain the clause at 52.215-2, Audit and Records—Negotiation.

(1)The Comptroller General of the United States, or an authorized representativeof the Comptroller General, shall have access to and right to examine any ofthe Contractor’s directly pertinent records involving transactions related tothis contract.

(2)The Contractor shall make available at its offices at all reasonable times therecords, materials, and other evidence for examination, audit, or reproduction,until 3 years after final payment under this contract or for any shorterperiod specified in FAR Subpart 4.7, Contractor Records Retention, ofthe other clauses of this contract. If this contract is completely or partiallyterminated, the records relating to the work terminated shall be made availablefor 3 years after any resulting final termination settlement. Recordsrelating to appeals under the disputes clause or to litigation or thesettlement of claims arising under or relating to this contract shall be madeavailable until such appeals, litigation, or claims are finally resolved.

(3)As used in this clause, records include books, documents, accounting proceduresand practices, and other data, regardless of type and regardless of form. Thisdoes not require the Contractor to create or maintain any record that theContractor does not maintain in the ordinary course of business or pursuant toa provision of law.

(e)(1)Notwithstanding the requirements of the clauses in paragraphs (a), (b),(c), and (d) of this clause, the Contractor is not required to flow down anyFAR clause, other than those in paragraphs (i) through (vii) of thisparagraph in a subcontract for commercial items. Unless otherwise indicated below,the extent of the flow down shall be as required by the clause—

(i)52.219-8, Utilization of Small Business Concerns (May 2004)(15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer furthersubcontracting opportunities. If the subcontract (except subcontracts to smallbusiness concerns) exceeds $550,000 ($1,000,000 for construction of any publicfacility), the subcontractor must include 52.219-8 in lower tier subcontractsthat offer subcontracting opportunities.

(ii)52.222-26, Equal Opportunity (Apr 2002) (E.O. 11246).

(iii)52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of theVietnam Era, and Other Eligible Veterans (Sept 2006)(38 U.S.C. 4212).

(iv)52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793).

(v)52.222-39, Notification of Employee Rights Concerning Payment of Union Dues orFees (Dec 2004) (E.O. 13201).

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(vi)52.222-41, Service Contract Act of 1965, as Amended (July 2005), flowdown required for all subcontracts subject to the Service Contract Actof 1965 (41 U.S.C. 351, **et seq**.).

(vii)52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels(Feb 2006) (46 U.S.C. Appx. 1241(b) and10 U.S.C. 2631). Flow down required in accordance withparagraph (d) of FAR clause 52.247-64.

(2)While not required, the contractor may include in its subcontracts forcommercial items a minimal number of additional clauses necessary to satisfyits contractual obligations.

(End of clause)

### **ARTICLE I-3****                       ****FAR 52.252-2  CLAUSES INCORPORATED BY REFERENCE(FEB 1998)**

Thiscontract incorporates one or more clauses by reference, with the same force andeffect as if they were given in full text. Upon request, the Contracting Officer will make their full textavailable.  Also, the full text of a clausemay be accessed electronically at this/these address(es):

http://www.arnet.gov/far/

http://www.hq.nasa.gov/office/procurement/regs/nfstoc.htm

(End of clause)

[END OF SECTION]

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## **SECTION J - LIST OF ATTACHMENTS**

### **ARTICLE J-1****      ****ATTACHMENTS**

Thefollowing attachments constitute part of this contract:
| Attachment | ** ** | **Description**                 | ** ** | **Number of Pages** |
|------------|------------|---------------------------------|------------|---------------------|
|       |       |                            |       |                |
| A          |       | Statement of Work               |       | 19                  |
|       |       |                            |       |                |
| B          |       | Documentation Requirements List |       | 5                   |
|       |       |                            |       |                |
| C          |       | Acronyms and Abbreviations      |       | 6                   |
|       |       |                            |       |                |
| D          |       | Definitions                     |       | 3                   |
|       |       |                            |       |                |
| E          |       | Applicable Documents List       |       | 2                   |
|       |       |                            |       |                |
| F          |       | Safety and Health Plan          |       | TBD                 |
|       |       |                            |       |                |
| G          |       | Subcontracting Plan             |       | TBD                 |

 

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