OMS.~,ovcl2100.0042

AWAR01CPNTRAcT 1. T':fIS CONTRACTlS A RATED ORDER RATING PAGE OJ PAGES

2. CONTRACTIProc. IlIS/. /l1eIlI.) NO.

UNDER DPAS {15 CFR 350\ •• 1 40

3. EFFECTIIIEDATE

NNA09DA83C 12 May 2009

4. REQUIS1TIONiPURCHASEREQUESTIPROJECTNO

4200286882,4200245613

5.1SSUEOBY COOElARC

.'

NASAAmes Research Center

6..AOMINlSTEREOBY(II O/hst /han l/em 6) COOE IJA

Moffett Field, CA 94035-1000 NASA Ames Research Center

Acquisition Division, MIS 241.1

Moffett Field CA 94035-1000

7 NA.IlEcANl)AOORESSOJ' COWTR"-CTOI'nI«j$Ir~. """Illy, s1S'e 8fJ(f ZiP'C049.l S DeLIVERY

Association of Unjv~rsities for Research in Astronomy, Inc. o FOBORIGIN 1:81 OTHER /SeeM/ow)

Space Telescope Science Institute 9 DISCOUNTFORPROMPTPAYMENT

370.0.San Martin Drive

BaltImore; MD2121~2410

10.SUBMITINVOICES ITEM

(4 oopies unJ~ss othtJr.

••'sa specihe<J) TOTHE 12

COOE 4X3S7 IFACIUTYCQ!?E AODRESSSHOWNIN:

11. SHIP TOIMARK FOR CODE IARC 12. PAYMENT\'IIlLL BE MADE BY COOE NSSC

NASA Ames Research Center NASA Shate<! Services Center (NSSC)

MIS241-f Financial Management Division (FMO)-Accoonts Payable

MQffett Field CA94035-1000 . Bldg. 1111.ROad C

Sle:nnis Space Cenler, MS 39529

Ema~: NSSC..AccounlsPavsble@n8S8.gov J Fax: 866.209.5415

13..AUTHORITY FOR USING OTHER FULLAND OPEN COMPETITION: .1'1.ACCOUNTINGAND APPROPRIATIONDATA

.0 1QU,S.C. 2304(c)( } o 41 U.S:C. 253(c){) 4200286882 Obli!;)ated $313,944 PPCTX

15A. ITEM NO. 16B. SUPPUESISERVICES. 15C.OLlANTITY 150. UNIT 15E. UNIT PRICE 15F. AMOUNT

,

001 Kepler D~ta Management Center {DMe}' 1 JOB $1,837,139.00 $1,837,139:00

..•.

15G. TOTAL AMOUNT OF CONTRACT ~ $1,837,139,00

16.. TABLE OF CONTENTS

"[x) ISEC I OESCRlf'noN IPAGl:(S) (xl ISEe. I DESCRIPTION I PAGElS)

PART I.. T.HE SCHEDULE PART 11• CONTRACT CLAUSES

X A SOUCITA TlONICONTRACT FORM 1 x'i I, ICONTRACT CLAUSES I 19

X B SUPPLIES OR SERVICES AND PRICE/COST 2 .PART 111.LIST OF DOCUMENTS, EXHIBITS AND OTHER ATIACH.

X C DESCRIPTION/SPEC'S./WORK STATE/'JlENl: 3 x I J IUSTOFATIACHMENTS I .. 40

X 0 PACKAGING AND MARKING . - 4

. PART IV. REPRESENTATIONS AND INSTRUCTIONS

X E INSPECTION AND ACCEPTANCE ~ K

REPRESENTATIONS, CERTIFICATIONS AND

X .F DEUVERIESOR PERfORMANCE 6 OTHER STATEMENTS Of OFFERORS

X G CONTRACT AOMtNIS'Tlt4TIOfiI DATA 8 l INSTRS. bONDS., AND NOTICES TO'OFFERORS

X H SPECIAL CONTRACT REQUIREMENTS 15 M EVALUATION FACTORS FOR AWARD

CONTRACTING OFFICER WILL COMPLETE/TEM 17 OR 18 AS APPLICABLE

1'7. [gj CONTRACTOR'S NEGOTIATED AGREEMENT. (con/mcror Is required

/0 sign this document 'and relum ~ 10 issuing offICe.' ConlractOi agrees. to .furnish

and deliver all items or perform allllle setvices sei forth or olhetWise identiliad above-and

00 any continuation sheels for the consideration Slated herein. The rights .and

obligations of.\he' parties 10thls'contract snail be suiljectlo and governed'by the 100lov,IIng

documents: (a) 'lhis award/contract. (b) .the.soIlcitation. if any. and (c) sUch prO>l1sioos,.

.represerrtallons. certifocatiollS. and specifications. as are altached at incorporated by

refer~ce herein. (Atlachmentsara IiSI8~herein.)

pe.bDv"pf,.. . ~(f"" ,;. I <;<'0 ,; P .A..ri.~

19A. NAME ANO.TlTLE'OF SIGNER (Typgor.ptlnr)

18. 0 AWARD (Con/rae/Of.;s flot ,equired /o'sign this dccuman/.) Your offer

on 'SOlicitation Number - •

inCluding lhe addilions or changes made by' yOll whlC/l additioos or C/langes 'ara

seHOl1h in lull abOve, is heleby acceptlid as to (he lermsli$ted.allOve and 'm any

continuation sheets. This award consummales the contract whiCh consists of the

fonewlng documents: (a) the Govelnrnenl's solicitation and your offer. and (b) this

..wardleonlraet. No furtherCORlf8cluai document is necessary .

20A. NAMEOF CONTRACTINGOFFICER

Justin C. Pane

19B.~FC/NTRA&CTO~ , , 6'~~;

BY ~',. ~v

7Si'i~e=ti'<iuthorlziWIO$/gn)

AUTHORIZEDFOR LOCAL REPRODU.CTION

Pie\/l(Ns edKlO<1Is usable

2OC. DATE SiGNED

STANDARD FORM 26 (REV. 412008)

Ptescnbed by GSA. F~R (<ISCFR) 53.214(3)
Kepler Data Management Center PhaseE NNA09DA83C

SECTION B • SUPPLIES OR SERVICES AND PRICES/COSTS

8.11852.216-74 ESTIMATED COST AND ~~D,FEE.(DEC1991) 'hA

The estimated cost of this contract is ••••• ~xcluSi ve of the fixed'fee of ~ The total

estimated cost and fixed fee is $1,837,139.

(End of clause)

, 8.2 1852.232-81 ~ONTRACT FUNDING. (JUN1990) . ~

, ) ,

(a) For purposes of payment of cost, exclusive oHee, in accordance wlth th~ itation of Funds

,clause, the total amount allotted by the Government to this contract is . This allotment

is for CUN 001: Kepler Data Management Center (OM C) Phase E and covers the following ,

estimated period of performance: 1~ May 2009 through 31 October 2009.. '

(b) An additional am ount of .-iis obli gated under this contract for payment of fee.

(End of clause)

B.3 SUPPLIES AND/OR SERVICES TO BE PROVIDED

The Contractor shall provide all resources (except as. may be expressly stated in the contract as '

furnished by the Government) necessary to deliver and/or perform the items below in

accordance with the Kepler Data Management Center (DMe) PhaseE Statement of Work

incorporated as Attachment 1. /'

01 Kepler Data Management

Center (DMC) Phase E

TOTAL VALUE:

1 Job .1.;--

I; •

$1,837,139

$1,837,139

(End of clause)

[END OF SECTION]

2
, ,

Kepler Data Management Center Phase E NNA09DA83C

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1 SPECIFICATION/STATEMENT OF WORK

The Contractor shall provide the item or services specified in Section B in accordance with the

following:

Kepler Data Management Center (DMC) Phase E Statement of Work

Work shall be accomplished in accordance with the SpecificationlWork Statement incorporated

in Section J, Attachment 1.

(End of clause)

[END OF SECTION]

3

l. ..~ ~-----------~-
Kepler Data Management Center Phase E

SECTION D - PACKAGING AND MARKING

NNA09DA83C

D.11852.211-70 PACKAGING, HANDLING, AND TRANSPORTATION.(SEP 2005)

D.2 CLAUSES INCORPORATED BY REFERENCE -- SECTION D

Clause(s) 0.1 at the beginning of this Section are incorporated by reference, with the same

force and effect as if they were given in full text. Clauses incorporated by reference which

require a fill-in by the Government include the text of the affected paragraph(s) only. This does

not limit the clause to the affected paragraph(s). The Contractor is responsible for

understanding and complying with the entire clause. The full text of the clause is available at

the addresses contained in clause 52.252-2, Clauses Incorporated by Reference, of this

contract.

(End of clause)

[END OF SECTION]

4

t-t-, ~ ~~ _
Kepler Data Management Center Phase E

SECTION E-INSPECTION AND ACCEPTANCE

NNA09DA83C

E.1 52.246-5 INSPECTION OF SERVICES- COST-REIMBURSEMENT. (APR 1984)

E.2 52.246-8 INSPECTION OF RESEARCH AND DEVELOPMENT - COSTREIMBUR~EMENT. (MAY 2001)

E.31852.246-72 MATERIAL INSPECTION AND RECEIVING REPORT. (AUG 2003)

(a) At the time of each delivery to the Government under this contract, the Contractor shall

furnish a Material Inspection and Receiving Report (DD Form 250 series) prepared in 4 copies,

an original and 3 copies (Insert number of copies).

(b) The Contractor shall prepare the DD Form 250 in accordance with NASA FAR Supplement

1846.6. The Contractor shall enclose the copies of the DD Form 250 in the package or seal

them in a waterproof envelope, which'shall be securely attached to the exterior of the package

in the most protected location.

(c) When more than one package is involved in a shipment, the Contractor shall list on the DD

Form 250, as additional information, the quantity of packages and the package numbers. The

Contractor shall forward the DD Form 250 with the lowest numbered package of the shipment

and print the words "CONTAINS DD FORM 250" on the package.

(End of clause)

E.4 CLAUSES INCORPORATED BY REFERENCE -- SECTION E

Clause(s) E.1 through E.2 at the beginning of this Section are incorporated by reference, with

the same force and effect as if they were given in full text. Clauses incorporated by reference

which require a fill-in by the Government include the text of the affected paragraph(s) only. This

does not limit the clause to the affected paragraph(s). The Contractor is responsible for

understanding and complying with the entire clause. The full text of the clause is available at

the addresses contained in clause 52.252-2, Clauses Incorporated by Reference, of this

contract.

(End of clause)

[END OF SECTION]

5
Kepler Data Management Center Phase E

SECTI.oN F - DELIVERIES .oR PERF.oRMANCE

F.1 52.242-15 ST.oP-W.oRK .oRDER. (AUG 1989) - ALTERNATE.I (APR 1984)

F.2 52.247-34 F..o.B. DESTINATI.oN. (N.oV 1991)

F.3 PERI.oD .oF PERF.oRMANCE

NNA09DA83C

The period of performance of this contract is 12 May 2009 through 11 November 2013.

, '

(End of clause)

F.4 PLACE .oF PERF.oRMANCE - SERVICES

, .

The services to be performed under this contact shall be performed at the following location(s):

Space Telescope Science Institute (STScl)

Baltimore, MD 21218

(End of clause)

F.5 DELIVERY INSTRUCTI.oNS

(a) The Contractor shall ship the items re'quired under this contractto:

NASA Ames Research Center

Moffett Field, CA 94035-1000

Consignee: Receiving Department M/S 255~3

Marked for: Roger C. Hunter

Contract Number: NNA09DA82C

Organization/Office Code: ARC/PX

Building No.: N244

(b) Unless otherwise authorized in advance by the Contracting Officer, deliveries under this

contract shall be made between the hours of 8:00 a.m. and 4:00 p.m., Monday through Friday,

excluding Federal holidays. '

(c) Additional delivery instructions: None

(d) Additional marking instructions: None

(End of clause)

F.G N.oTICE .oF DELAY (ARC 52.249-90) (FE~ 1997)

If, because of technical difficulties, the Contractor becomes unable to complete the cq,ntract

work at the time specified, notwithstanding the exercise of good faith and diligent efforts in

performing the work called for under this contract, the Contractor shall give the Contracting

6
Kepler Data Management Center Phase E NNA09DA83C

Officer written notice.of the anticipated delay and the reasons for it. The notice and reasons

shall be delivered promptly after the condition creating the anticipated delay becomes known to

the Contractor but in no event less than 45 days before the completion date specified in this

contract, unless otherwise permitted by the Contracting Officer. When notice is given, the

Contracting Officer may extend the time specified in the Schedule for such period as is deemed

advisable.

(End of clause)

F.7 CLAUSES INCORPORATED BY REFERENCE -- SECTION F

Clause(s) F.1 through F.2 at the beginning of this Section are incorporated by reference, with

the same force and effect as if they were given in full text. Clauses incorporated by reference

which require a fill-in by the Government include thetext of the affected paragraph(s) only. This

does not limit the clause to the affected paragraph(s). The Contractor is responsible for .

understanding and complying with the entire clause. The full text of the .clause is available at

the addresses contained in clause 52.252~2, Clauses Incorporated by Reference, of this

contract.

(End of clause)

- [END OF SECTION]

7
Kepler Dat.a Management Center Phase E

SECTION G - CONTRACT ADMINISTRATION DATA

NNA09DA83C

G.11852.227-11 PATENT RIGHTS - RETENTION BY THE CONTRACTOR (SHORT FORM).

G.21852.242-73 NASA CONTRACTOR FINANCIAL MANAGEMENT REPORTING. (NOV

.2004)

G.3 1852.216-75 PAYMENT OF FIXED FEE. (DEC 1988)'

The fixed fee shall be paid in monthly installments based upon the percentage of completion of

work as determined by the Contracting Officer. .

(End of clause) .

G.41852.216-87 SUBMISSION OF VOUCHERS FOR PAYMENT. (MAR 1998)

(a) The designated billing office for cost vouchers for purposes of the Prompt Payment clause of

this contract is indicated below. Public vouchers for payment of costs shall include a reference

to the number of this contract.

(b) (1) If the contractor is authorized to submit interim cost vouchers directly to the NASA paying

office, the original voucher should be submitted to:

NASA Shared Services Center (NSSC)

Financial Management Division (FMD)

Attn: Accounts Payable "

Bldg. 1111, Road C

Stennis Space Center, MS 39529

Electronic submission is also authorized, via email NSSC-AccountsPayable@nasa.gov

or fax 866-209-5415. A Taxpayers Identification Number (TIN) must be annotated on each

invoice. The distribution list for copies of the original invoices remains unchanged.

(2) Forany period that theDefenseContractAudit Agency has authorized the Contractor to

submi(interim cost vouchers directly to the Government paying office, interim vouchers are not

required to be sent to the Auditor, and are considered to be provisionally approved for payment,

subject to final audit.

(3) Copies of vouchers should be submitted as directed by the Contracting Officer.

(c) Iflhe contractor is not authorized to submit interim cost vouchers directly to the paying office

as described in paragraph (b), the contractor shall prepare and submit vouchers as follows:

(1) One original Standard Form (SF) 1034, SF 1035, or equivalent Contractor's attachment to:

NASA Shared Services Center (NSSC)

Financial Management Division (FMD)

Attn: Accounts Payable

Bldg: 1111, Road C

8
Kepler Data Management Center Phase E

Stennis Space Center, MS 39529

NNA09DA83C

Electronic submission is also, authorized, via emaiINSSC-AccountsPayable@nasa.gov

or fax 866-209-5415. ATaxpayers Identification Number (TIN) must be annotated on each

invoice. The distribution list for copies of the original invoices remains unchanged.

(2) Five copies of SF 1034, SF 1035A, or equivalent Contractor's attachment to the following

offices by insertion in the memorandum block of their names and addresses:

(i) Copy 1 NASA Contracting Officer

(ii) Copy 2 Auditor

(iii) Copy 3 Contractor

. .

(iv) Copy 4 Contract administration office; and

(v) Copy 5 Project management office.

(3) The Contracting Officer maydesignate other recipients as required.

(d) Public vouchers for payment of fee shall be prepared similarly to the procedures in

paragraphs (b) or (c) of this clause, whichever is applicable, and be forwarded to:

NASA Shared Services Center (NSSC)

Financial Management Division (FMD)

Attn: Accounts Payable

Bldg. 1111, Road C

Stennis Space Center, MS 39529

Electronic submission is also authorized, via email NSSC-AccolmtsPayable@nasa.gov

or fax 866-209-5415. A Taxpayers Identification Number (TIN) must be annotated on each

invoice. The distribution list for copies oUhe original invoices remains unchanged. This is the

designated billing office for fee vouchers for purposes of the Prompt Payment clause of this

contract.

(e) In the event that amounts are withheld from payment in accordance with prdvisions of this

contract, a separate voucher for the amount withheld will be required before payment for that

amount may be made.

(End of clause)

G.51852.227-72 DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND. PATENT

REPRESENTATIVE. (JUL 1997)

(a) For purposes of administration of the claus.e oUhis contract entitled "New Technology" or

"Patent Rights - Retention by the Contractor (Short Form)," whichever is included, the following

named representatives are hereby designated by the Contracting Officer to administer such

clause:

9
Kepler Data Management Center Phase E NNA09DA83C

iljitl~

New Technology

Representative

Patent Representative

VP

DL

~(mr.e~s_s](iiiCmainglzipIc_o.(je)"

NASA Ames Research Center

Mail Stop 202A-3

Moffett Field, CA 94035-1000

NASA Ames Research Center

Mail Stop 202A-4

Moffett Field, CA 94035-1000

(b) Report~. of ~eportable items, arid disclosure of subject inventions, interim reports, final

reports, utilization reports, and other reports required by the clause, as well as any

correspondence with respect to such matters, should be directed to the New Technology

Representative unless transmitted in response to correspondence or request from the Patent

Representative. Inquires or requests regarding disposition of rights, election of rights, or related

matters should be directed to the Patent Representative. This clause shall be included in any

subcontract hereunder requiring a "New Technology" clause or "Patent Rights -Retention by

the Contractor (Short Form)" clause, unless otherwise authorized or directed by the Contracting

Officer. The respective responsibilities and authorities of the above-named representatives are

set forth in 1827.305-370 of the NASA FAR Supplement.

(End of clause)

G.6 1852.242-70 TECHNICAL DIRECTION~ (SEP 1993)

,

(a) Performance of the work under this contract is subject to the written technical direction of the

Contracting Officer Technical Representative (COTR), who shall be specifically appointed by

th~ Contracting Officerin writing in accordance with NASA FAR Supplement 1842.270.

"Technical direction" means a directive to the Contractor that approves approaches, solutions,

designs, or refinements; fills in details or otherwise completes the general description of work or

documentation items; shifts emphasis among work areas or tasks; or furnishes similar

instruction to the ContractoL/Technical direction includes requiring studies and pursuit of certain

lines of inquiry regarding matters within the general tasks and requirements in Section C of this

contract.

(b) The COTR does not have the authority to, and shall not, issue any instruction purporting to

be technical direction that - .

(1) Constitutes an assignment of additional work outside the statement of work;

(2) Constitutes a change as defined in the changes clause;

(3) Constitutes a basis for any increase or decrease in the total estimated contract cost, the

fixed fee (if any), or the time required for contract pE;lrformance;

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

(5) Interferes with the contractor's rights to perform the terms and conditions of the c9ntract.

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

(d) The Contractor shall proceed promptly with the performance of technical direction duly

10
Kepler Data Management Center Phase E NNA09DA83C

!ssued by the C~TR i~ ~he man~er pre~cribed ?y t~is clause and within the COTR's authority. If,

In the C.ontrac~ors ?plnIOn, any instruction or direction by the COTR falls within any of the

cat~gones defined. In paragraph (b) of this clause, the Contractor shall not proceed but shall

notify the C~ntractl~g Officer in writing within 5 working days after receiving it and shall request

the.,?on~ractlng Officer to take action as described in this clause. Upon receiving this

notification, the Contracting Officer shall either issue an appropriate contract modification within

a reasonable time or advise the Contractor in writing within 30 days that the instruction or

direction is - .

(1) Rescinded in its entirety; or

(2) .Within the requirements of the contract and does not constitute a change under the changes

clause of the contract, and that the Contractor should proceed promptly with its performance.

(e) A failure of the contractor and contracting officer to agree that the instruction or direction is

both within the req'uirements of the contract and does not constitute a change under the

changes clause, or a failure to agree upon the contract action to be taken with respect to the

instruction or direction, shall be subject to the Disputes clause of this contract.

(f) Any action(s) taken by the contractor in response to any direction given by any person other

than the Contracting Officer or the COTR shall beat the Contractor's risk.

(End of clause)

G.71852.245-70 CONTRACTOR REQUESTS FOR QOVERNMENT-PROVIDED PROPERTY.

(DEVIATION) (SEP 2007)

(a) The Contractor shall provide all property required for the performance of this contract. The

Contractor shall not acquire or construct items of property to which the Government will have

title under the provisions of this contract without tJ1eContracting Officer's written authorization.

Property which will be acquired as a deliverable end item as material or as a component for.

incorporation into a deliverable end item is exempt from this requirement.

(b)(1) In the event the Contractor is unable to provide the property necessary for performance,

and the Contractor requests provision of property by the Government, the Contractor's request

shall--

(i) Justify the need for the property;

(ii) Provide the reasons why contractor-owned property cannot be used;

(iii) Describe the property in sufficient detail to enable the Government to screen its inventories

for available property or to otherwise acquire property, including applicable manufacturer,

model, part, catalog, National Stock Number or,other pertinent identifiers;

(iv) Combine reque~ts for quantities of items with identical descriptions and estimated values

when the estimated values do not exceed $100,000 per unit; and

(v) Include only a single unit when the acquisition or construction value equals or exceeds

$100,000.

11
Kepler Data Management Center Phase E NNA09DA83C

!

,

(2) Contracting Officer authorization is required for items the ContraCtor intends to manufacture

as well as those it intends to purchase.

(3) The Contractor shall submit requests to the Contracting Officer no less than 30 days in

advance of the date the Contractor would, should it receive authorization acquire or begin

fabrication of the item. '

(c) The Contractor shall maintain copies of Contracting" Officer authorizations, appropriately

cross-referenced to the individual property record, within its property management system.

(d) Property furnished from Government excess sources is provided as-is, where-is. The

Government makes no warranty regarding its applicability for performance of the contract or its

ability to operate. Failure of property obtained from Government excess sources under this

clause is insufficient reason for submission of requests for equitable adjustments discussed in

the cla'useat 52.245-1, Government Property. .

(End of clause)

G.81852.245-73 FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY OF

CONTRACTORS. (SEP 2007) ,

(a) The Contractor shall submit annually a NASA Form (NF) 1018, NASA Property in the

Custody of Contractors, in accordance with the provisions of 1845.505-14, the instructions on

the form, subpart 1845.71, and any supplemental instructions for the current reporting period

issued by NASA.

(b)(1) Subcontractor use of NF 1018 is not required by this clause; however, the Contractor

shall include data on property in the possession of subcontractors in the annual NF 1018.

(2) The Contractor shall mail the original signed NF 1018 directly to the cognizant NASA Center

Deputy Chief Financial Officer, Finance, unless the Contractor uses the NF 1018 Electronic

Submission System (NESS) for report preparation and submission.

".

(3) One copy shall be submitted (through the Department of Defense (DOD) Property

Administrator if contract administration has been delegated to DOD) to the following address:

NASA Ames Research Center

Industrial Property Officer (IPO)

MIS 255-2

Moffett Field, CA 94035-1000

unless the Contractor uses the NF 1018 Electronic Submission System (NESS) for report

preparation and submission.

(c)(1) The annual reporting period shall be from October 1 of each year through September 30

of the following year. The report shall be submitted in time to be received by October 15. The

information contained in these reports is entered into the NASA accounting system to reflect

current asset values for agency financial statement purposes. Therefore, it is essential that

required reports be received no later than October 15. Some activity may be estimated for the

month of September, if necessary, to ensure the NF 1018 is received when due. However,

contractors' procedures must document the process for developing these estimates based on

\
Kepler Data Management Center Phase E NNA09DA83C

planned activity such as planned purchases or NASA Form 533 (NF 533 Contractor Financial

Mana~ement Report) cost estimates. It should be supported and documented by historical

expenence or other corroborating evidence, and be retained in accordance with FAR Subpart

4.7, Contractor Records Retention. Contractors shall'validate the reasonableness of the

~stim~tes and asso~iated methodology by comparing them to the actual activity once that data

IS available, and adjust them accordingly, In addition, differences between the estimated cost

and actual cost must be adjusted during the next reporting period. Contractors shall have

formal policies and procedures, which address the validation of NF 1018 data, including data

from subcontractors, and the identification and timely reporting of errors. The objective of this

validation is to ensure that information reported is accurate and in compliance with the NASA

FAR Supplement. If errors are discovered on NF 1018 after submission, the contractor shall

contact the cognizant NASA Center Industrial Property Officer (lPO) within 30 days 'after

discovery of the error to discuss corrective action.

(2) The Contracting Officer may, in NASA's interest, withhold payment until a reserve not

exceeding $25,000 or 5 percent ofthe amount of the contract, whichever is less, has been set

aside, if the Contractor fails to submit annual NF 1018 reports in accordance with 1845.505-14

and any supplemental instructions for the current reporting period issued by NASA. Such

reserve shall be withheld until the Contracting Officer has determined that NASA has received

the required reports. The withholding of any amount or the subsequent payment thereof shall

not be construed as a waiver of any Government right. .

(d) A final report shall be submitted within 30 days after disposition of all property subject to

reporting when the contract performance period is complete in accordance with (b)(1) through

(3) of this clause.

(End of clause)

G.g 1852.245-74 IDENTIFICATION AND MARKING OF GOVERNMENT EQUIPMENT.

(DEVIATION) (SEP 2007)

(a) The Contractor shall identify all equipment to be delivered to the Government using NASA

Technical Handbook (NASA-HDBK) 6003, "Application of Data Matrix Identification Symbols to

Aerospace Parts Using Direct Part Marking MethodslTechniques", and NASA Standard (NASASTD) 6002, "Applying Data Matrix Identification SymbblsonAerospace Parts". This includes

deliverable equipment listed in the schedule and other equipment when NASA directs physical

transfer to NASA or a third party. The Contractor shall identify property in both machine and

human readable form unless the use of a machine readable-only format is approved by the

NASA Industrial Property Officer.

(b) Property shall be marked in a location that wiH be human readable, without disassembly or

movement of the property, when the items are placed in service unless such placement would

have a deleterious effect on safety or on the item's operation.

(c) Concurrent with equipment delivery or transfer, the Contractor shall prOVide the following

data in an electronic spreadsheet format:

(1) Item Description.

(2) Unique Identification Number (License Tag).

13
Kepler Data Management Center Phase E

(3) Unit Price.

NNA09DA83C

(4) An explanation of the data used to make the unique identification number.

(d) ~or items physically transferred under paragraph (a) the following additional data is -

required:

(1) Date originally placed in service.

(2) Item condition.

(3) Date last serviced.

(e) The data required in paragraphs (c) and (d)shall be delivered to the NASA center receivin~

activity listed in Section F.5 DELIVERY INSTRUCTIONS

(f) The contractor shall include the substance of this clause, including this paragraph (f), in all

subcontracts that require delivery of equipment.

(End of clause)

G.10 1852.245-76 LIST OFGOVERNMENT PROPERTY FURNISHED PURSUANT TO FAR

52.245-1. (DEVIATION) (SEP 2007)

.(a) For performance of work under this contract, the Government will make available

Government property identified below or in Attachment 3 of this contract on a no-charge-for-use

basis pursuant to the clause at FAR 52.245-1, Government Property. The Contractor shall use

this property in the performance of this contract at Space Telescope Science Institute and at

other location(s) as may be approved by the Contracting Officer. Under FAR 52.245-1, the

Contractor is accountable for the identified property.

(End of clause)

G.11 CLAUSES INCORPORATED BY REFERENCE -- SECTION G

Clause(s) G.1 through G.2 at the beginning of this. Section are incorporated by reference, with

the same force and effect as if they were given in full text. Clauses incorporated by reference

which require a fill-in by the Government include the text of.the affected paragraph(s) only. This

does not limit the clause to the affected paragraph(s). The Contractor is responsible for

understanding and complying with the entire clause. The full text of the clause is available at

the addresses contained in clause 52.252-2, Clauses Incorporated by. Reference, of this .

contract.

(End of clause)

[END OF SECTION]

14
Kepler Data Management Center Phase E

SECTION H - SPECIAL CONTRACT REQUIREMENTS

..

NNA09DA83C

H.11852.208-81 RESTRICTIONS ON PRINTING AND DUPLICATING. (NOV 2004)

H.21852.223-72 SAFETY AND HEALTH (SHORT FORM). (APR 2002)

H.3 1852.223-75 MAJOR BREACH OF SAFETY OR SECURITY. (FEB 2002) --ALTERNATE I

(FEB 2006)

H.4 1852.225-70 EXPORT LICENSES. (FEB 2000) -~ALTERNATE I (FEB 2000)

(b) The Contractor shall be responsible for obtaining export licenses, .ifrequired, before utilizing

foreign persons in the performance of this contract, including instances where the work is to be

performed on-site at Ames Research Center, where the foreign person will have access to

export-controlled technical data or software.

H.51852.235-73 FINAL SCIENTIFIC AND TECHNICAL REPORTS. (DEC 2006)

H.6 1852.244-70 GEOGRAPHIC PARTICIPATION INTHE AEROSPACE PROGRAM. (APR

1985) .

H.71852.235-74 ADDITIONAL REPORTS OF WORK - RESEARCH AND DEVELOPMENT.

(FEB 2003)

In addition to the final report required under this contract, the Contractor shall submit the

following report(s) to the Contracting Officer:

(a) Monthly contact reports. The Contractor shall submit separate monthly reports following

each monthly/quarterly science contact Reports shall be in narrative form, brief, and informal.

They shall include a quantitative description of system performance, an indication of any

current problems, and proposed corrective aCtion.

(c) Submission dates. Monthly contact reports shall be submitted by the 15th day following the

return to science operation. The final report shall be submitted within 90 days after the

completion of the effort under the contract

(End of clause)

..H.8 MANAGEMENT AND PROTECTION OF DATA (ARC 52.227-93) (JUL 1988)

(a) In the performance of this contract it is anticipated that the Contractor may have access to,

be furnished, use, or generate the following types of data (recorded information):

(1) data submitted to the Government with limited rights or restricted rights notices;

(2) data of third parties which the Government has agreed to handle under protective

arrangements; and

(3) data generated by or on behalf of the Government which the Government intends to

15
Kepler Data Management Center Phase E

control the use and dissemination thereof.

NNA09DA83C

(b) In orderto provide management appropriate for protecting the interests of the Government

and other ow~ers of such data, the ~ontractor .agrees with respect to data in category (a)(1)

above, a.nd Wlt~ respect to any data In categones (a)(2) and (a)(3) when so identified by the

Contracting Officer, to:

(1) u~e and disqlo~e such. data only to the extent necessary to perform the work required

under this contract, with particular emphasis on restricting disclosure ofthe data to those

persons who have a definite need for the data in order to perform under this contract;

. (2) not reproduce the data unless reproduction of the data is specifically permitted elsewhere

In the contract or by the Contracting Officer; ,

(3) refrain from disclosing the data to third parties without the written consent of the

Contracting Officer; and

(4) return or deliver the data including all copies thereof to the Contracting Officer or his

designated recipient when requested by the Contracting Officer.

(End of Clause)

H.9 HANDLING OF DATA (ARC 52.227-96) (JUN 1989)

(a) Paragraph (d)(1) of the "f3,ights in Data--General" clause ofthis contract permits the

Government to restrict the Contractor's right to use, release to qthers, reproduce, distribute, or

publish any data first produced or specifically used by the Contractor in the performance of the

contract provided such restriction is expressly set forth in the contract. Pursuant to this authority,

the following restrictions shall apply to such data and shall be included, in substance, in all

subconfracts: .

(b) Data specifically used.

(1) In the performance of this contract, it is anticipated the Contractor may have access, or

be furnished, data (including financial, administrative; cost or pricing, or management

information as well as technical data or computer software) of third parties which the

Government has agreed to handle under protective arrangements, as well as such Governm!3nt

data for which the Government intends to control the use and dissemination.

(2) In order to protect the interests of the Government and the owners of such data, the

Contractor agrees, with respect to such third party or Governmentdata that is either marked

with a restrictive legend or specifically identifiedinthis contract or in writing by the Contracting

Officer as being subject to this clause, to use and disclose such data only to the extent'

necessary to perform the work required under this contract, preclude disclosure of such data

outside the Contractor's organization, and return or dispose of such data as directed by the

Contracting Officer when the data is no longer needed for contract performance.

(3) Notwithstanding (2) above, the Contractor shall not be restricted in the use and disclosure

of any data that becomes generally available without breach of this clause by this Contractor, is

known to or is developed bythe Contractor independently of any disclosure of proprietary,

restricted, or confidential data hereunder, or is rightfully received by the Contractor from a third

16
Kepler Data Management Center Phase E

party without restriction.

(c) Data first produced.

NNA09DA83C

Data first produced by the Contractor under this contract may include data for which the

Gov~rnment wants to control the use and dissemination. The Contracting Officer may require,

or thIs contract may presently specify, that the Contractor apply restrictive legends to such

identified data prior to delivery to the Government, or to third parties at the Government's

direction, that restrict the use and disclosure of the data by any third party recipient. However,

such restrictive legends shall in no way affect the Contractor's or the Government's rights to

such data as provided in the "Rights in Data--General" clause of this contract.

(End of Clause)

H.10 SUBCONTRACTING & DATA RIGHTS (ARC 52.227-97) (OCT 2006)

(a) It is strongly recommended that the Contractor flow down the data rights

provisions of this contract to lower tier subcontractors to ensure that it can fulfill its data rights

obligations to the Government. See Clause FAR 52.227-14(h), Rights in Datal-General. The

Contractor shall be held responsible to obtain rights for the Government where it fails to fulfill

such obligations. J

(b) Pursuant to Clause FAR 52.227-14(c)(2), th,e Contractor must obtain Contracting

Officer approval before incorporatinganydata not first produced under the Contract into data

delivered under the contract. Before delivering such "data, the Contractor must identify it and

grant the Government, or acquire on its behalf, the broad licenses required by subparagraph (c)

of the Rights in Datal-General clause.

(End of Clause)

H.11 INFORMATION INCIDENTAL TO CONTRACTADMINISTRATION (ARC 52.227-98)

(OCT 2004)

NASA shall have unlimited rights in information incidental to contract administration including

administrative and management information created by the Contractor and specified fordelivery

to NASA in performance of the contract, expressly excluding financial information. Specifically,

NASA shall have the right to release such administrative and management information to any

third party to satisfy NASA's requirements.

(End of Clause)

H.12 REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFEROR

The completed provision 52.204-8, Annual Representations and Certifications, including any

amended representation(s) made at paragraph (b) of the provision; and other representations,

certifications and other statements cOntained in Section K completed and submitted as part of

the offer dated 19 December. 2008 are hereby incorporated by reference in this resulting

contract.

(End of Clause)

17
Kepler Data Management Center Phase E

H.13 CLAUSES INCORPORATED BY REFERENCE -- SECTION H

NNA09DA83C

Clause(s) H.1 through H.6 at the beginning of this Section are incorporated by reference, with

the same force and effect as if they were given in full text. Clauses incorporated by reference

which require a fill-in by the Government include the text of the affected paragraph(s) only. This

does not limit the clause to the affected paragraph(s). The Contractor is responsible for

understanding and cornplying with the entire clause. The full text of the clause is available at

the addresses contained in clause 52.252-2, Clauses Incorporated by Reference, of this

contract.

(End of clause)

[END OF'SECTION]

18
Kepler Data Management Center Phase E

SECTION I -CONTRACT CLAUSES

1.152.202-1 DEFINITIONS. (JUL 2004)

1.252.203-3 GRATUITIES. (APR 1984)

NNA09DA83C

. .

1.352.203.;5 COVENANT A~AINST CONTINGENT FEES. (APR 1984)

1.452.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT',(SEP

2006)

\ I

1.552.203-7 ANTI-KICKBACK PROCEDURES. (JUL 1995)

1.652.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL

OR IMPROPER ACTIVITY. (JAN 1997)

1.752.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY. (JAN

1997)

1.852.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS. (SEP 2007)

1.952.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT. (DEC 2008)

1.1052.204-4 PRINTED OR COPIED DOUBLE-SIDED ON.RECYCLED PAPER. (AUG 2000)

1.11 52.204-7 CENTRAL CONTRACTOR REGISTRATION. (APR 2008)

1.12 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING

WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT ..

(SEP 2006)

1.13 52.215-2 AUDIT AND RECORDS - NEGOTIATION. (JUN 1999) - ALTERNATE II(APR

1998)

1.1452.215-8 ORDER OF PRECEDENCE - UNIFORM CONTRACT FORMAT. (OCT 1997)

1.15 52.215.10 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA. (OCT 1997)

1.1652.215-11 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA -

MODIFICATIONS. (OCT 1997>'

1.17 52.215-12 SUBCONTRACTOR COST OR PRICING DATA. (OCT 1997)

1.18 52.215-13 ~UBCONTRACTOR COST OR PRICING DATA - MODIFICATIONS. (OCT

1997)

1..1952.215-14 INTEGRITY OF UNITP~ICES. (OCT 1997)

19
Kepler Data Management Center Phase E NNA09DA83C

1.20 52.215-15 PENSION ADJUSTMENTS AND ASSET REVERSIONS. (OCT 2004)

1.2152.215-18 REVERSION OR ADJUSTMENT OF.PLANS FOR POSTRETIREMENT

BENEFITS (PRB) OTHER THAN PENSIONS. (JUL 2005)

, .

1.2252.215-21 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER

THAN COST OR PRICING DATA - MODIFICATIONS. (OCT 1997)

1.2352.216-7 ALLOWABLE COST AND pAYMENT. (DEC 2002)

(3) The designated payment office will make interim payments for contract financing on the 30th

day after the designated billing office receives a proper payment request.

1.2452.216-8 FIXED FEE. (MAR 1997)

1.2552.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS. (MAY 2004)

1.2652.219-9 SMALL BUSINESS SUBCONTRACTING PLAN. (APR 2008) - ALTERNATE II

(OCT 2001) .

1.2752.219-16 LIQUIDATED DAMAGES - SUBCONTRACTING PLAN. (JAN 1999)

1.2852.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION. (APR

2009)

1.2952.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES. (FEB 1997)

1.3052.222-2 PAYMENT FOR OVERTIME PREMIUMS. (JUL 1990)

(a) The use of overtime is authorized under this contract if the overtime premium does not

exceed $0 or the overtime premium is paid for work -

1.3152.222-3 CONVICT LABOR. (JUN 2003)

,.

1.3252.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT - OVERTIME

COMPENSATION. (JUL 2005)

1.3352.222-20 WALSH-HEALEY PUBLIC CONTRACTS ACT; (DEC 1996)

1.3452.222-21 PROHIBITION OF SEGREGATED FACILITIES. (FEB1999)

1.3552.222-26 EQUAL OPPORTUNITY. (MAR 2007)

1.3652.222-35 EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS

OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS. (SEP 2006)

1.3752.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES. (JUN 1998)

1.3852.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLEDVETERANS,VETERANS

OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS. (SEP 2006)

20
Kepler Data Management Center Phase E NNA09DAB3C

1.3952.222-50 COMBATING TRAFFICKING IN PERSONS. (FEB 2009)

1.4052.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA.

(JAN 1997) - ALTERNATE I (JUL 1995)

1.41 52.223-6 DRUG-FREE WORKPLACE. (MAY 2001)

1.4252.223-15 ENERGY EFFICIENCY IN ENERGY-CONSUMING PRODUCTS. (DEC 2007)

1.4352.224-1 PRIVACY ACT NOTIFICATION. (APR 1984).

1.4452.224-2 PRIVACY ACT. (APR 1984)

1.4552.225-1 BUY AMERICAN ACT - SUPPLIES. (FEB 2009)

1.4652.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES. (JUN 2008)

1.4752.227-1 AUTHORIZATION AND CONSENT, (DEC 2007) -- AL.TERNATE I (APR 1984)

1.4852.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT

INFRINGEMENT. (DEC 2007)

1.4952.227-11 PATENT RIGHT~--OWNERSHIP BY THE CONTRACTOR. (DEC 2007)

1.5052.227-14 RIGHTS IN DATA--GENERAL. (DEC 2007)

1.51 52.227~14 RIGHTS IN DATA--GENERAL. (DEC 2007) -- ALTERNATE II (DEC 2007)

(a) These data are submitted with limited rights under Government Contract No. [ Hand

subcontract [ ], if appropriate). These data may be reproduced and used by the Government

with the express limitation that they will not,.without written permission of the Contractor, be

used for purposes of manufacture nor disclosed outside the Government; except that the

Government may disclose these data outside the Government for the following purposes, if any;

provided that the Government makes such disclosure subject to prohibition against further use

and disclosure: None.

1.5252.227-14 RIGHTS IN DATA--GENERAL. (DEC 2007) -- ALTERNATE III (DEC 2007)

1.5352.227-16 ADDITIONAL DATA REQUIREMENTS. (JUN 1987)

1.5452.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL). (JUN 1987)

Except for data contained on pages N/A, it is agreed that as a condition of award of this

contract, and notwithstanding the conditions of any notice appearing thereon, the Government

shall have unlimited rights (as defined in the "Rights in Data - General" clause contained in this

contract) in and to the technical data cOritained in the proposal dated 19 December 200B, upon

which this contract is based.

1.55 52.228-7 INSURANCE- LIABILITY TO THIRD PERSONS. (MAR 1996)

1.5652.230'"2 COST ACCOUNTING STANDARDS. (OCT 2008,)',

21
Kepler Data Management Center Phase E NNA09DA83C

.1.57 52.230-3 DlSCLOSUREAND CONSISTENCY OF COST ACCOUNTING PRACTICES.

(OCT 2008)

1.5852.230-6 ADMINISTRATION OF cOST ACCOUNTING STANDA'RDS. (MAR 2008)

1.5952.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS. (APR 1984)

1.6052.232-17 INTEREST. (OCT 2008)

1.61 52~232-18 AVAILABILITY OF FUNDS. (APR 1984)

1.6252.232-20 LIMITATION OF COST. (APR 1984)

1.6352.232-22 LIMITATION OF FUNDS. (APR 1984)

1.6452.232-23 ASSIGNMENT OF CLAIMS. (JAN 1986)

1.6552.232-25 PROMPT PAYMENT. (OCT 2008)

1.6652.232-34 PAYMENT BY ELECTRONIC FUNDS TRANSFER - OTHER THAN CENTRAL

CONTRACTOR REGISTRATION. (MAY 1999)

1.6752.233-1 DISPUTES. (JUL 2002) - ALTERNATE I (DEC 1991)

1.6852.233-3 PROTEST AFTER AWARD. (AUG 1996)- ALTERNATE I (JUN 1985)

1.6952.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM. (OCT 2004)

I.70 52.239-1 PRIVACY OR SECURITY SAFEGUARDS. (AUG 1996)

1.715~.242-1 NOTICE OF INTENT TO DISALLOW COSTS. (APR 1984)

I.72 52.242-3 PENALTIES FOR UNALLOWABLE COSTS. (MAY 2001)

I.73 52.242-4 CERTIFICATION OF FINAL INDIRECT COSTS. (JAN 1997)

1.7452.242-13 BANKRUPTCY. (JUL1995)

~

I.75 52.243-2 CHANGES - COST -REIMBURSEMENT. (AUG 1987) - ALTERNATE V (APR

1984)

I.76 52.243-6 CHANGE ORDER ACCOUNTING. (APR 1984)

1.7752.244-2 SUBCONTRACTS. (JUN 2007). ALTERNATE I (JUN 2007)

(d) If the Contractor has an approved purchasing system, the Contractor nevertheless shall

obtain the Contracting .officer's written consent before placing the following subcontracts: N/A

U) Paragraphs (c) and (e) of this clause do nofapply to the following subcontracts, which were

evaluated during negotiations: Computer Sciences Corporation (CSC) for Kepler Data

Management (DMC) Operation - Phase E

22
Kepler Data Management Center Phase E

1.7852.244-5 COMPETITION IN SUBCONTRACTING. (DEC 1996)

1.7952.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS. (FEB 2009)

1.8052.245-1 GOVERNMENT PROPERTY. (JUN 2007)

1.8152.246-25 LIMITATION OF LIABILITY - SERVICES. (FEB 1997)

,1.8252.247-1 COMMERCIAL BILL OF LADING NOTATIONS. (FEB 2006)

NNA09DA83C

Transportation is for the NASA Ames Research Center and the actual total transportation

charges paid to the carrier(s}by the consignor or consig!1ee are assignable to, and shall be

reimbursed by, the Government.

Transportation .is for the NASA Ames Research Center and the actual total transportation

charges paid to the carrier(s) by the consignor or consignee shall be reimbursed by the

Government, pursuant to cost-reimburSement contract No. NNA09DA83C. This maybe

confirmed by contacting the contracting office at NASA Ames Research Center, MIS 241-1 ,

Moffett Field, CA 94035-1000. /

1.8352.249-6 TERMINATION (COST-REIMBURSEMENT). (MAY 2004)

1.8452.249-14 EXCUSABLE DELAYS. (APR 1984)

1.8552.251-1 GOVERNMENT SUPPLY SOURCES. (APR 1984)

1.8652.253-1 COMPUTER GENERATED FORMS. (JAN 1991)

1.871852.209-72 COMPOSITION OF THE CONTRACTOR. (DEC 1988)

1.88 1852.216-89 ASSIGNMENT AND RELEASE FORMS. (JUL 1997)

1.891852.219-74 USE OF RURAL AREA SMALL BUSINESSES. (SEP 1990)

1.901852.219-75 SMALL BUSINESS SUBCONTRACTING REPORTING. (MAY 1999)

1.911852.219-76 NASA 8 PERCENT GOAL. (JUL 1997)

1.921852.227-14 RIGHTS IN DATA - GENERAL.

1.931852.235-70 CENTER FOR AEROSPACE INFORMATION. (DEC 2006)

1.9452.215-19 NOTIFICATION OF OWNERSHIP CHANGES. (OCT 1997)

(a) The Contractor shall make the following notifications in writing:

(1)When the Contractor becomes aware that a change in its ownership has occurred, oris

certain to occur, that could result in changes in the valuation of its capitalized assets in the

accounting records, the Contractor shall notify the Administrative Contracting Officer (ACO)

within 30 days.

23

/
Kepler Data Management Center Phase E NNA09DA83C

(2) TheContractor shall also notify the ACOwithin30 days whenever changes to aSset

valuations or any other cost changes have occurred or are certain to occur as a result of a

change in ownership.

(b) The Contractor shall -

(1) Maintain curren( accurate, and complete inventory records of assets and their costs;

(2) Provide the ACO or designated representative ready access to the records upon request;

(3) Ensure that all individual and grouped assets, their capitalized values, accumulated

depreciation or amortization, and remaining useful lives are identified accurately before and

after each of the Contractor's ownership changes; and

(4) Retain and continue to maintain depreciation and amortization schedules based on the asset

records maintained before each Contractor ownership change.

(c) The Contractor shall include the substance of this clause in all subcontracts under this

contract that meet the applicability requirement of FAR 15.408(k).

(End of clause)

1.9552.222-39 NOTIFICATION OF EMPLOYEE RIGHTS CONCERNING PAYMENT OF

UNION DUES OR FEES. (DEC 2004)

(a) Definition. As used in this clause--

United States means the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana

Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake 1~land.

(b) Except as provided in paragraph (e) of this clause, during the term of this contract, the

Contractor shall post a notice, in the form of a poster, informing employees of their rights

concerning union membership and payment of union dues and fees, in conspicuous places in

and about all its plants and offices, including all places where notices to employees are

customarily posted. The notice shall include the following information (except that the

information pertaining to National Labor Relations Board shall not be included in notices posted

in the plants or offices of carriers subject to the Railway Labor Act, as amended (45 U.S.C.151-

188».

Notice to Employees

Under Federal law, employees cannot be required to join a union or maintain membership in a

union in order to ~etain their jobs.

Under certain conditions, the law permits a union and an employer to enter into a union-security

agreement requiring employees to pay uniform periodic dues and initiation fees. However,

employees who are not union members can object to the use of their payments for certain

purposes and can only be required to pay their share of union costs relating to collective

bargaining, contract administration, and grievance adjustment.

If you do not want to pay that portion of dues or fees used to support activities not related to

24
Kepler Data Management Center Phase E NNA09DA83C

collective bargaining, contract administration, or grievance adjustment, you are entitled to an

appropriate reduction in your payment. If you believe that you have been required to pay dues

or fees used in part to support activities not related to collective bargaining, contract

administration, or grievance adjustment, you may be entitled to a refund and to an appropriate

reduction in future payments.

For further information concerning your rights, you may wish to contact the National Labor

Relations Board (NLRB) either at one of its Regional offjces or at the following address or toll

free number:

National Labor Relations Board

Division of Information

1099 14th Street, N.W.

Washington, DC 20570

1-866-667 -6572

1-866-316-6572 (TTY)

\

To locate the nearest NLRB office, see NLRB's website at http://www.nlrb.gov.

(c) The Contractor. shall comply with all provisions of Executive Order 13201 of February 17,

2001, and related implementing regulations at 29 CFRpart 470, and orders of the Secretary of

Labor.

(d) In the event that the Contractor does not comply with any of the requirements set forth in

paragraphs (b), (c), or (g), the Secretary maydirect that this contract be cancelled, terminated,

or suspended in whole or in part; and declare the Contractor ineligible for further Government

contracts in accordance with procedures at 29 CFR part 470, Subpart B--Compliance

Evaluations, Complaint Investigations and Enforcement Procedures. Such other sanctions or

remedies may be imposed as are provided by 29 CFR part 470, which implements Executive

Order 13201, or as are otherwise provided by law.

;. .

(e) The requirement to post the employee notice in paragraph (b) does not apply to--

(1) Contractors and subcontractors that employ fewer than 15 persons;

(2) Contractor establishments or construction work sites where no union has been formally

recognized by the Contractor or certified as the exclusive bargaining representative of the

Contractor's employees; .

(3) Contractor establishments or construction work sites located in a jurisdiction named in the.

definition. of the United States in which the law of that jurisdiction forbids enforcement of unionsecurity agreements;

(4) Contractor facilities where upon the written request of the Contractor, the Department of

Labor Deputy Assistant Secretary for. Labor-Management Programs has waived the posting

requirements with respect to any of the Contractor's faCilities if the Deputy Assistant Secretary

finds that the Contractor has demonstrated that--

(i) The facility is in all respects separate and distinctfrom activities of the Contractor related to

the performance of a contract; and .

25
Kepler Data Management Center Phase E NNA09DA83C

(ii) Such a waiver will not interfere with or impede the effectuati9n of the Executive order; or

.(5) Work outside the United States that does not involve the recruitment or employment of

workers within the United States.

(f) The Department of Laborpublishes.the official employee notice in two variations; one for

contractors covered by the Railway Labor Act and a second for all other contractors. The

Contractor shall~-

(1) Obtain the required employee notice poster from the Division of Interpretations and

Standards, Office of Labor-Management Standards, U.S. Department of Labor, 200 Constitution

Avenue, NW, Room N-5605, Washington, DC 2021 O,or from any field office .of the .

Department's Office of Labor-Management Standards or Office of Federal Contract Compliance

Programs;

(2) Download a copy of the poster from the Office of Labor-Management Standards website at

http://www.olms.dol.gov; or

(3) Reproduce and use exact duplicate copies of the Department of Labor's official poster.

(g) The Contractor shall include the substance of this clause in every subcontract or purchase

order that exceeds the' simplified acquisition threshold, entered into in connection with this

contract, unless exempted by the Department of Labor Deputy Assistant Secretary for LaborManagement Programs on account of special circumstances in the national interest under

authority of 29 CFR 470.3(c). For indefinite quantity subcontracts, the Contractor shall include

the substance of this clause if the value of orders in any calendar year of the subcontract is

expected to exceed the simplified. acquisition threshold. Pursuant to 29 CFR part 470, Subpart

B--Compliance Evaluations, Complaint Investigations and Enforcement Procedures, the

Secretary of Labor may direct the Contractor to take such action in the enforcement of these

regulations, including the imposition of sanctions for noncompliance with respect to any such

subcontract or purchase order. If the Contractor becomes involved in litigation with a

subcontractor or vendor, or is threatened with such involvement, as a result of such direction,

the Contractor may request the United States, through the ,Secretary of Labor, to enter into such

litigation to protect the interests of the United States.

(End of clause)

1.9652.232-12 ADVANC,E PAYMENTS WITHOUT SPECIAL ACCOUNT. (MAY 2001)

(a) Requirements for payment. Advance payments will be made under this contract (1) upon

sub.mission of properly certified invoices or vouchers by the contractor, and approval by the

administering office, NASA Ames Research Center or (2) under a letter of credit. The amount of

the invoice or voucher submitted plus all advance payments previously approved shall not

exceed $1,837,139. If a letter of credit is used, the Contractor shall withdraw cash only when

needed for disbursements acceptable under this contract and report cash disbursements and

balances as required by the administering.office. The Contractor shall apply terms similar to this

clause to any advance payments to subcontractors.

(b) Use of funds. The Contractor may use advance payment funds only to pay for properly

allocable, allowable; arid reasonable costs for direct materials, direct labor, indirect costs, or

'-such other costs approved in writing by the administering contracting office. Payments are

26
Kepler Data Management Center Phase E NNA09DA83C

subject to any restrictions in other clauses of this contract. Dete'rminations of whether costs are

properly allocable, allowable, and reasonable shall be in accordance with generally accepted

accounting principles, subjectto any applicable subparts of Part 31 of the Federal Acquisition

Regulation, other applicable regulations referenced in Part 31, or Subpart 1831.2.

(c) Repayment to the Government. At any time, the Cont~actor may repay all or any part of the

funds advanced by the Government. Whenever requested in writing to do so by the

administering office, the Contractor shall repay to the Government any part of unliquidated

advance payments considered by the administering office to exceed the Contractor's current

requirements or the amount specified in paragraph (a) of this clause.

(d) Maximum payment. Unliquidated advance payments shall not exceed $145,000 at any time

outstanding. In addition, when the sum of all unliquidated advance payments, unpaid interest

charges, and other payments equal the total estimated cost of $1,797,768 (not including fixedfee, if any) for the work under this contract, the Government shall withhold further payments to

the Contractor. Upon completion or termination of the contract, the Government shall deduct

from the amount due to the Contractor all unliquidated advance payments and interest charges

payable. The Contractor shall pay any' deficiency to the Government upon demand. For

purposes of this paragraph, the estimated cost shall be considered to be the stated estimated

cost, less any subsequent reductions of the estimated cost, plus any increases in the estimated

costs that do not, in the aggregate, exceed $1,977,544. The estimated cost shall include,

without limitation, any reimbursable cost (as estimated by the Contracting Officer) incident to a

termination for the convenience of the Government. Any payments withheld under this

paragraph shall be applied to reduce the unliquidated advance payments. If full liquidation has

been made, payments under the contract shall resume,

(e) Interest. No interest shall be charged to the prime Contractor for advance payments except

for interest charged during a period of default. The terms of this paragraph concerning interest

charges for advance payments shall not apply t6 the prime Contractor.

(1) The Contractor shall pay interest to the Government on the daily unliquidated advance

payments at the daily rate specified in paragraph (e)(3) of this clause. Interest shall be

computed at the end of each calendar month for the actual number of days involved. For the

purpose of computing the interest charge, the following shall be observed:

(i) Advance payments shall be considered as increasing the unliquidated balance as of the date

of the advance payment check.

(ii) Repayments by Contractor check shall b~ considered as decreasing the unliquidated

balance as of the date on which the check is received by the Government authority designated

by the Contracting Officer. '

(iii) Liquidations by deductions from payments to the ContraCtor shall be considered as

decreasing the unliquidated balance as of the dates on which the Contractor presents to the

Contracting Officer full and accurate data for the preparation of each voucher. Credits resulting

from these deductions shall be made upon the approval of the reimbursement vouchers by the

Disbursing Officer, based upon the Contracting Officer's certification of the applicable dates.

(2) Interest charges resulting from the monthly computation shall be deducted from any

payments on account of the fixed-fee due to the Contractor. If the accrued interest exceeds the

payment due, any excess interest shall be catriedforward and deducted from subsequent

payments of the contract price or fixed-fee. Interest carried forward shall not be compounded.

27

!
Kepler Data Management Center Phase E NNA09DA83C

Interest on advance payments shall cease to accrue 9pon (I) satisfactory completion or

(ii) termination of the contract for the convenience of the Government. The Contractor shall

charge interest on advance payments to subcontractors in the manner described above and

credit the interest to the Government. Interest need not be charged on advance payments to

nonprofit educational or research subcontractors for experimental, developmental, or research

work.

(f) Lien on properly under contract. (1) All advance payments under this contract, together with

interest charges, shall be secured, when made, by a lien in favor of the Government, paramount

to all other liens, on the supplies or other things covered by this contract and on all material and

other property acquired for or allocated to the performance of this contract, except to the extent

that the Government by virtue of any other terms of this contract, or otherwise, shall have valid

title to the supplies, materials, or other property as against other creditors of the Contractor.

(2) The Contractor shall identify, by marking or segregatioil,all property that is subject to a lien

in favor of the Government by virtue of any terms of this contract in such a way as to indicate

that it is subject to a lien and that it has been acquired for or allocated to performing this

contract. If, for any reason, the supplies, materials, or other property are not identified by

marking or segregation, the Government shall be considered to have a lien to the extent of the

Government's interest under this contract on any mass of property with which the supplies,

materials, or other property are commingled. The Contractor shall maintain adequate

accounting control over the property on its books and records.

(3) If, at any time during the progress of the work on the contract, it becomes necessary to

deliver to a third person any items or materials on which the Government has a lien, the

Contractor shall notify the third person of the lien and shall obtain from the third person a receipt

in duplicate acknowledging the existence of the lien. The Contractor shall provide a copy of

each receipt to the Contracting Officer.

(4) If, under the termination clause, the Contracting Officer authorizes the contractor to sell or

retain termination inventory, the approval shall constitute a release of the Government's lien to

the extent that-

(i) The termination inventory is sold or retained; and

(ii) The sale proceeds or retention credits are applied to reduce any outstanding advance

'payments.

(g) Insurance. (1) The Contractor shall maintain with responsible insurance carriers-

(i) Insurance on plant and equipment against fireand other hazards, to the extent that similar

properties are usually insured by others operating plants and properties of similar character in

the same general locality;

(ii) Adequate insurance against liability on account of damage to persons or property; and

•

(iii) Adequate insurance under all applicable workers'compensation laws.

(2) Until work under this contract has been completed and all advance payments made under

the contract have been Iiquidated,the Contractorshall-

(i) Maintain this insurance;

28
Kepler Data Management Center Phase E NNA09DA83C

(ii) Maintain adequate insurance on any materials, parts, assemblies, subassemblies, supplies,

equipment, and other property acquired for or allocable to this contract and subject to the

Government lien under paragraph (f) of this clause; and

(iii) Furnish any evidence with respect to its insurance that the administering office may require.

(h) Default. (1) If any of the following events occur, the Government may, by written notice to the I .

Contractor, withhold further payments on this contract:

(i) Termination of this contract for a fault of the Contractor.

(ii) A finding by the administering office thatthe Contractor has failed to-

(A) Observe any of the conditions of the advance payment terms;

(B) Comply with any material term of this contract;

(C) Make progress or maintain a financial condition adequate for performance of this contract;

(D) Limit inventory allocated to this contract to reasonable requirements; or

\

(E) Avoid delinquency in paym~nt of taxes or of the costs of performing this contract in the

ordinary course of business.' .

(iii) The appointment of a trustee, receiver, or liquidator for. all or a substantial part of the

Contractor's property, or the institution of proceedings by or against the Contractor for

bankruptcy, reorganization, arrangement, or liquidation.

r(iv) The commission of an act of bankruptcy.

(2) If any of the events described in paragraph (h)(1) of this clause continue for 30 days after the

written notice to the Contractor, the Government may take any of the following additional

actions:

(i) Charge interest, in the manner prescribed in paragraph (e) of this clause, on outstanding

advance payments during the period of any event described in paragraph (h)(1) of this clause ..

(ii) Demand immediate repayment by the Contractor of the unliquidated balance of advance

payments.

(iii) Take possession of and, with or without advertisement, sell at public or private sale all or

any part of the property on which the Government has a lien under this contract and, after

deducting any expenses incident to the sale, apply the net proceeds of the sale to reduce the

unliquidated balance of advance payments or other Government claims against the Contractor.

(3) The Government may take any of the actions described in paragraphs (h)(1) and (h)(2) of

this clause it considers appropriate at its discretion and without limiting any other rights of the

\ Government.

(i) Prohibition against assignment. Notwithstanding any other terms of this contract, the

Contractor shall not assign this contract, any interest therein, orany claim under the contract to

any party.

U) Information and access to records. The Contractor shall furnish to the administering office

29
Kepler Data Management Center Phase E . NNA09DA83C

(1) monthly or at other intervals as required, signed or certified balance sheets and profit and

loss statements, together with Standard Form 272, Federal Cash Transactions Report, and, if

appropriate, Standard Form 272-A, Federal Cash Transaction.s Report Continuation and, (2) if

requested, other information concerning the operation of the contractor's business. The

Contractor shall provide the authorized Government representatives proper facilities for

inspecti0!1 of the Contractor's books, records, and accounts.

(k) Other security. The terms of this contract are considered to provide adequate security to the

Government for advance payments; however, if the administering office considers the security

inadequate, the Contractor shall furnish additional security satisfactory to the administering

office, to the extent that the security is available.

(I).Representations. The Contr,actor represents the following:

(1) The balance sheet, the profit and loss statement, and any other supporting financial

statements furnished to the administering office fairly reflect the financial condition of the

Contractor at the date shown or the period covered, and there has been no subsequent

materially adverse change in the financial condition of the Contractor.

(2) No litigation or,proceedings are presently pending or threatened against the Contractor,

except as shown in the financial statements.

(3) The Contractor has disclosed all contingent liabilities, except for liability resulting from the

renegotiation of defense production contracts, in the financial statements furnished to the

administering office. .

(4) None of the terms in this clause conflict with the authority under which the Contractor is

doing business or with the provision of any existing indenture or agreement of the Contractor.

(5) The Contractor has the power to enter into this contract and accept advance payments, and

has taken all necessary action to authorize the acceptance under the ter.ms of this contract.

(6) The assets of the Contractor are not subject to any.lien or encumbrance of any character

except for current taxes not delinquent, and except as shown in the financial statements

furnished by the Contractor. There is no current assignment of claims under any contract

affected by these advance payment provisions.

(1) All information furnished by the Contractor to the administering office in connection with each

request for advance payments is true and correct.

(8) These representations shall be continuing and shall be considered to have been repeated by

the submission of each invoice for advance payments.

(m) Covenants. To the extent the Government considers it necessary while any advance

payments made under this contract remain outstanding, the Contractor, without the prior written

consent of the administering office, shall not- .

(1) Mortgage, pledge, or otherwise encumber or allow to be encumbered, any of the assets of

the Contractor now owned or subsequently acquired, or permit any preexisting mortgages, liens,

or other encumbrances to remain on or attach to any'assets of the Contractor which are

allocated to performing this contract and with respect to which the Government has a lien under

this contract;

30
Kepler Data Management Center Phase E NNA09DA83C

(2) Seli, assign, transfer, or otherwise dispose of accounts regeivable, notes, or claims for

money due or to become due;

(3) Declare or pay any dividends, except dividends payable in stock of the corporation, or make

any other distribution on account of any shares of its capital stock, or purchase, redeem, or

otherwise acquire for value any of its stock, except as required by sinking fund or redemption

arrangements reported to the administering office incident to the establishment of these

advance payment provisions;

(4) Sell, convey, or lease all or a substantial part of its assets;

(5) Acquire for value the stock or other securities of any corporation, municipality, or

Governmental authority, except direct obligations of the United States;

(6) Make any advance or loan or incur any liability as guarantor, surety, or accommodation

endorser for any party;

(7) Permit a writ of attachment or any similar process to be issued against its property without

getting a release or bonding the property within 30 days after the entry of the writ of attachment

or other process; "

(8) Pay any remuneration in any form to its direCtors, officers, or key employees higher than

rates provided in existing agreements of which notice has been given to the administering office,

accrue excess remuneration without first obtaining an agreement subordinating it to all claims of

the Government, or employ any person at a rate of compensation over $_~_ a year;

(9) Change substantially the management, ownership, or control of the corporation;

(10) Merge or consolidate with any other firm or corporation, change the type of business, or

engage in any transaction outside the ordinary course of the Contractor's business as presently

conducted;

(11) Deposit any of its funds 'except in a bank or trust company insured by the Federal Deposit

Insurance Corporation or a credit union insured by the National Credit Union Administration;"

(12) Create orincurindebtedness for advances, other than advances to be made under the

terms of this contract, or for borrowings; , /

(13) Make or covenant for capital expenditures exceeding $ in total;

(14) Permit its net current assets, computed in accordc;lnce with generally accepted accounting

principles, to become less than $ ; or

(15) Make any payments on account of the obligations listed below, except in the manner and to

the extent provided in this contract.

1.9952.252-2 CLAUSES INCORPORATED BY REFERENCE. (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as

if they were given in full text. Upon request, the Contracting Officer will make their full text

available. Also, the full text of a clause may.be accessed electronically at this/these

address(es): Federal Acquisition Regulation (FAR) clauses:

31
Kepler Data Management Center Phase E

http://www.acqnet.gov/far/

NASA FAR Supplement (NFS) clauses:

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

(End of clause)

1.10052.252-6 AUTHORIZED DEVIATIONS IN CLAUSES. (APR 1984)

NNA09DA83C

(a) The use in'this solicitation or contract of any Federal Acquisition Regulation (48 CFR

Chapter 1) clause with an authorized deviation is indicated by the addition of (DEVIATION)

after the date of the clause.

(b) The use in this solicitation or contract of any NASA FAR Supplement (48 CFR 18) clause

with an authorized deviation is indicated by the addition of (DEVIATION) after the name of the

regulation.

(End of clause)

1.1011852.204-76 SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION

TECHNOLOGY RESOURCES (MAY 2008) (DEVIATION)

(a) The Contractor shall be responsible for information and information technology (IT)

security when -

(1) The Contractor or its subcontractors ml:lst obtain physical or electronic (i.e.,

authentication level 2 and above as defined in National Institute of Standards and Technology

(NIST) Special Publication (SP) 800-63, Electronic Authentication Guideline) access to NASA's

computer systems, networks, or IT infrastructure; or >

(2) Information categorized as low, moderate, or high by the Federal Information

Processing Standards (FIPS) 199, Standards for Security Categorization of Federal Information

and Information Systems is stored, generated, processed, or exchanged by NASA or on behalf

of NASA by a contractor or subcontractor, regardless of whether the information resides on a

NASA or a contractor/subcontractor's information system.

(b) IT Security Requirements.

\

(1) Within 30 days after contract award, a Contractor shall submit to the Contracting Officer

for NASA approval an IT Security Plan, Risk Assessment, and FIPS 199, Standards for Security

Categorization of Federal Information and Information Systems, Assessment. These plans and

assessments, including annual updates shall be incorporated into the contract as compliance

.documents.

(i) The IT system security plan shall be prepared consistent, in form and content, with

NIST SP 800-18, Guide for Developing Security Plans for Federal Information Systems, and any

additions/augmentations described in NASA Procedural Requirements (NPR) 2810, Security of

Information Technology. The security plan shall identify and document appropriate IT security

controls consistent with the sensitivity of the information and'the requirements of Federal

32
Kepler,Data Management Center Phase E NNA09DA83C

I

Information Processing Standards (FIPS) 200, Recommended Security Controls for Federal

Information Systems. The plan shall be reviewed and updated in accordance with NISTSP

800-26, Security Self-Assessment Guide for Information Technology Systems, and FIPS 200,

on a yearly basis.

(ii) The risk assessment shall be prepared consistent, in form and content, with NIST SP

800-30, Risk Management Guide for Information Technology Systems, and any

additiops/augmentations described in NPR 2810. The risk assessment shall be updated on a

yearly basis. .

(iii) The FIPS 199 assessment shall identify all information types as well as the "high

water mark," as defined in FIPS199, of the processed, stored, or transmitted information

necessary to fulfill the contractual requirements.

(2) The Contractor shall produce contingency plans consistent, in form and content, with

NIST SP 800-34, Contingency Planning Guide for Information Technology Systems, and any

additions/augmentations described in NPR 2810. The Contractor shall perform yearly

"Classroom Exercises." "Functional Exercises," shall be coordinated with the Center CIOs and

be conducted once every three years, with the first conducted within the first two years of

contract award. These exercises are defined and described in NIST SP 800-34.

(3) The Contractor shall ensure coordination of its incident response team with the NASA

Incident Response Center (NASIRC) and the NASA Security Operations Center, ensuring that

incidents are reported consistent with NIST SP 800-61, Computer Security Incident Reporting

Guide, and the United States ComputerEmergency Readiness Team's (US-CERT) Concept of

Operations for reporting securityincidents. Specifically, any confirmed incident of a system

containing NASA data or controlling NASA assets shall be reported to NASIRC within one hour

that results in unauthorized access, loss or modification of NASA data, or denial of service

affecting the availability of NASA data.

(4) The Contractor shall ensure that its employees, in performance of the contract, receive

annual IT security training in NASA IT Security policies, procedures, computer ethics, and best

practices in accordance with NPR 2810 requirements. The Contractor may use web-based

training available from NASA to meet this requirement.

(5) The Contractor shall provide NASA, including the NASA Office of Inspector General,

access to the Contractor's and subcontractors' facilities, installations, operations,

documentation, databases, and personnel used in performance of the contract. Access shall be

provided to the extent required to carry out IT security inspection, investigation, and/or audits to

safeguard against threats and hazards to the integrity, availability, and confidentiality of NASA

information or to the function of computer systems operated on behalf of NASA, and to preserve

evidence of computer crime. To facilitate mandatory reviews, the Contractor shall ensure

appropriate compartmentalization of NASA information, stored and/or processed, either by

information systems in direct support of the contract or that are incidental to the contract.

(6) The Contractor shall ensure that system administrators who perform tasks that have a

material impact on IT security and operations demonstrate knowledge appropriate to those

tasks. A system administrator is one who provides IT services (including network services, file

storage, and/or web services) to someone other than themselves and takes or assumes the

responsibility for the security and administrative controls of that service.

33
Kepler Data Management Center Phase E NNA09DA83C

. .

(7) The Contractor shall ensure that NASA's Sensitive But Unclassified (SBU) information

as defined in NPR 1600.1, NASA Security Program Procedural Requirements, which includes

privacy information, is encrypted in storage and transmission.

(8) When the Contractor is located at a NASA Center or installation or is using NASA IP

address space, the Contractor shall-

(i) Submit requests for non-NASA provided external Internet connections to the

Contracting Officer for approval by the Network Security Configuration Control Board (NSCCB);

(ii) Comply with the NASA CIO metrics including patch management, operating systems

and application configuration guidelines, vulnerability scanning, incident reporting, system

administrator certification, and security training; and .

(iii) Utilize the NASA Public Key Infrastructure (PKI) for all encrypted communication or

non-repudiation requirements within NASA when secure email capability is required.

(c) Physical and Logical Access Requirements.

(1) Contractor personnel requiring access to IT systems operated by the Contractor for

NASA or interconnected to a NASA network shall be screened at an appropriate level in

accordance with NPR 2810 and Chapter 4, NPR 1600.1, NASA Security Program Procedural

Requirements. NASA shall provide screening, appropriate to the highest risk level, of the IT

systems and information accessed, using, as a minimum, National Agency Check with Inquiries

(NACI). The Contractor shall submit the required forms to the NASA Center Chief of Security

(CCS) within fourteen (14) days after contract award or assignment of an individual to a position

requiring screening. The forms may be obtained from the CCS. At the option of NASA, interim

access may be granted pending completion of the required investigation and final access

determination. For Contractors who will reside on a NASA Center or installation, the security

screening required for all required access (e.g., installation, facility, IT, information, etc.) is

consolidated toensure only one investigation is conducted based on the highest risk level.

Contractors not residing on a NASA installation will be screened based on their IT access risk

level determination only. See NPR 1600.1, Chapter 4.

(2) Guidance for selecting the appropriate level of screening is based on the risk of adverse

impact to NASA missions. NASA defines three levels of risk for which screening is required (IT1 has the highest level of risk).

(i) IT-1 --'- Individuals having privileged access or limited privileged access to systems

whose misuse can cause very serious adverse impact to NASA missions. These systems

include, for example, those that can transmit commands directly modifying the behavior of

spacecraft, satellites or aircraft.

(ii) IT-2 -Individuals having privileged access or limited privileged access to systems

whose misuse can cause serious adverse impact to NASA missions. These systems include,

for example, those that can transmit commands directly modifying the behavior of payloads on

spacecraft, satellites or aircraft; and those that contain the primary copy of "level 1" information

'whose cost to replace exceeds one million dollars.

(iii) IT-3 -Individuals having privileged access or limited privileged access to systems

whose misuse can cause significant~dverse impact to NASA missions. These systems include,

34
Kepler Data Management Center Phase E NNA09DA83C

for example, those that interconnect with a NASA network in a way that exceeds access by the

general public, such as bypassing firewalls; and systems operated by the Contractor for NASA

whose function or information has substantial cost to replace, even if these systems are not

interconnected with a NASA network.

(3) Screening for individuals shall employ forms appropriate for the level of risk as

established in Chapter 4, NPR 1600.1.

(4) The Contractor may conduct its own screening of individuals requiring privileged access

or limited privileged access provided the Contractor can demonstrate to the Contracting Officer

that the procedures used by the Contractor are equivalent to NASA's personnel screening

procedures for the risk level assigned for the IT position.

(5) Subject to approval of the Contracting Officer, the Contractor may forgo screening of

Contractor personnel for those individuals who have proof of a -

(i) Current or recent national security clearances (within last three years);

(ii) Screening conducted by NASA within the last three years that meets or exceeds the

screening requirements of the IT position; or

(iii) Screening conducted by the Contractor, within the last three years, that is equivalent

to the NASA personnel screening procedures as approved by the Contracting Officer and

concurred on by the CCS.

(d) The Contracting Officer may waive the requirements of paragraphs (b) and (c)(1) through

(c)(3) upon request of the Contractor. The Contractor shall provide all relevant information

requested by the Contracting Officer to support the waiver request.

(e) The Contractor shall contact the Contracting Officer for any documents, information, or

forms necessary to comply with the requirements of this clause.

(f) At the completion of the contract, the contractor shall return all NASA information and IT

resources provided to the contractor during the performance of the contract and certify that all

NASA information has been purged from contractor-owned systems used in the performance of

the contract.

(g) The Contractor shall insert this clause, including this paragraph (g), in all subcontracts that

(1) Have physical or electronic access to NASA's computer systems, networks, or IT

infrastructure; or

(2) Use information systems to generate, store, process, or exchange data with NASA or on

behalf of NASA, regardless of whether the data resides on a NASA or a contractor's information

system.

(End of clause)

1."1021852.215-84 OMBUDSMAN. (OCT 2003)

(a) An ombudsman has been appointed to hear and facilitate the resolution of concerns from

35
Kepler Data Management Center Phase E NNA09DA83C

offerors, potential offerors, and contractorsdu~ing the preaward and postaward phases of this

acquisition. When requested, the ombudsman will maintain strict confidentiality as to the source

of the concern. The existence of the ombudsman is not to diminish the authority of the

contracting officer, the Source Evaluation Board, or the selection official. Further, the

ombudsman does not participate in the evaluation of proposals, the source selection process,

or the adjudication of formal contract disputes. Therefore, before consulting with an

ombudsman, interested parties must first address theirconcerns, issues, disagreements, and/or

recommendations to the contracting officer for resolution.

(b) If resolution cannot be made by the contracting officer, interested parties may contact the

installation ombudsman:

LEWIS BRAXTON III

Director, Center Operations

NASA Ames Research Center

M/S 200-9

Moffett Field, CA 94035-1000

Telephone: (650) 604-5068

Facsimile: (650)604-1668 .

Email: lewis.s. braxton@nasa.gov

Concerns, issues, disagreements, and recommendations which cannot be resolved at the

installation may be referred to the NASA ombudsman, the Director of the Contract Management

Division, at 202-358-0445, facsimile 202-358-3083, e-mail james.a.balinskas@nasa.gov. Please

do not contact the ombudsman to request copies of the solicitation, verify offer due date, or

clarify technical requirements. Such inquiries shall be directed to the Contracting Officer or as

specified elsewhere in this document.

(End of clause)

1.1031852.237-73 RELEASE OF SENSITIVE INFORMATION. (JUN 2005)

(a) As used in this clause, "Sensitive information" refers to information, not currently in the

public domain, that the Contractor has developed at private expense, that may embody trade

. secrets or commercial or financial information, and that may be sensitive or privileged . .

(b) In accomplishing management activities and administrative functions, NASA relies heavily

on the support of various service providers. To support NASA activities and functions, these

service providers, as well as their subcontractors and their individual employees, may need

access to sensitive information submitted by the C0':ltractor under this contract. By submitting

this proposal or performing this contract, the Contractor agrees that NASA may release to its

service providers, their subcontractors, and their individual employees, sensitive information

submitted during the course of this procurement, subject to the enumerated protections

mandated by the clause at 1852.237,.72, Access to Sensitive .Information.

(c) (1) The Contractor ~hall identify any sensitive information submitted in support of this

proposal or in performing this cqntract. For purposes of identifying sensitive information, the

Contractor may, in addition to any other notice or legend otherwise required; use a notice similar

to the following:

Mark the title page with the following legend:

36
Kepler Data Management Center Phase E NNA09DA83C

This proposal or document includes sensitive information that NASA shall not disclose outside

the Agency and its service providers that support management activities and administrative

functions. To gain access to this sensitive information, a service provider's contract must contain

the clause atNFS 1852.237-72, Access to'Sensitive Information. Consistent with this clause,

the service provider shall not duplicate, use, or disclose the information in whole or in part for

any purpose other than to perform the services specified in its contract. This restriction does not

limit the Government's right to use this information if it is obtained from another source without

restriction. The information subject to this restriction is contained in pages [insert page numbers

or other identification of pages]. Mark each page of sensitive information the Contractor wishes

to restrict with the following legend:

Use or disclosure of sensitive information contained on this page is subject to the restriction on

the title page of this proposal or document.

(2) The Contracting Officer shall evaluate the facts supporting any claim that particular

information is "sensitive." This evaluation shaH consider the time and resources necessary to

protect the information in accordance with the detailed safeguards mandated by the clause at

1852.237-72, Access to Sensitive Information. However, unless the Contracting Officer decides,

with the advice of Center counsel, that reasonable grounds exist to challenge the Contractor's

claim that particular information is sensitive, NASA and its service providers and their

employees shall comply with all of the safeguards contained in paragraph (d) of this clause.

(d) To receive access to sensitive information needed to assist NASA in accomplishing

management activities and administrative functions, the serv~ce provider must be operating

under a contract that contains the clause at 1852.237-72, Access to Sensitive Information. This

clause obligates the service provider to do the following:

(1) Comply with all specified procedures and obligations, including the Organizational Conflicts

of Interest Avoidance Plan, which the contract has incorporated as a compliance document.

(2) Utilize any sensitive information coming into its possession only for the purpose of

performing the services specified in its contract.

(3) Safeguard sensitive information coming into its possession from unauthorized use and

disclosure.

(4) Allow access to sensitive information only to those employees that need it to perform

services under its contract.

(5) Preclude access and disclosure of sensitive information to persons and entities outside of

the service provider's organization. '

(6) Train employees who may require access to sensitive information about their obligations to

utilize it only to perform the services specified in its contractand to safeguard it from

unauthorized use and disclosure.

(7) Obtain a written affirmation from each employee'that he/she has received and will comply

with training on the authorized uses and mandatory protections of sensitive information needed

in performing this contract.

37
Kepler Data Management Center Phase E NNA09DA83C

(8) Administer a monitoring process to ensure that employees comply with all reasonable

security procedures, report any breaches to the Contracting Officer, and implement any.

necessary corrective actions.

(e) When the service provider will have primary responsibility for operating an information

technology system for NASA that contains sensitive information, the service provider's contract

shall include the clause at 1852.204-76, Security Requirements for Unclassified Information

Technology Resources. The Security Requirements clause requires the service providerto

implement an Information Technology Security Plan to protect information processed, stored, or

transmitted from unauthorized access, alteration, disclosure, or use. Service provider personnel

requiring privileged access or limited privileged access to these information technology systems

are subject to screening using the standard N'ational Agency Check (NAC) forms appropriate to

the level of risk for adverse impact to NASA missions. The Contracting Officer may allow the

service provider to conduct its own screening, provided the service provider employs

substantially equivalent screening procedures.. .

(f) This clause does not affect NASA's responsibilities under the Freedom of Information Act.

/

(g) The Contractor shall insert this clause, including this paragraph (g), suitably modified to

reflect the relationship of the parties, in all subcontracts that may require the furnishing of

sensitive information.

(End of clause)

1.1041852.243-70 ENGINEERING CHANGE PROPOSALS. (OCT 2001) -~ALTERNATE II

(SEP 1990)

(a) Definitions.

"ECP" means an Engineering Change Proposal (ECP) which is a proposed engineering change

and the documentation by which the change is described, justified, and submitted to the

procuring activity for approval or disapproval.

(b) Either party to the contract may originate ECPs. Implementation of an approved ECP may

occur by either a supplemental agreement or, if appropriate, as a written change order to the

contract. .

(c) Any ECP submitted to the Contracting Officer shall include a "not-to-exceed" estimated cost

increase or decrease adjustment amount, if any, and the required period of performance

adjustment, if any, acceptable to the originator of the ECP.1f the change is originated within the

Government, the Contracting Officer shall obtain a written agreement with the contractor

regarding the "not-to-exceed" estimated cost and period of performance adjustments, if any,

prior to issuing an order for implementation of the change. An ECP accepted in accordance with

the Changes clause of this contract shall not be considered an authorization to the Contractor to

exceed the estimated cost in the contract Schedule, unless the estimated cost is increased by

the change order or other contract modification.

(d) After submission of a contractor initiated ECP, the contracting officer may require the

contractor to submit the following information:

(1) Cost or pricing data in accordance withFAR 15.403-5 if the proposed change meets the

38
Kepler Data Management Center Phase. E

criteria for its submission under FAR 15.403-4;or

NNA09DA83C

(2) Information other than cost or pricing data adequate for contracting officer determination of

price reasonableness or cost realism. The contracting officer reserves the right to request

additional information if that provided by the contractor.is considered inadequate for that

purpose. If the contractor claims applicability of one of the exceptions to submission of cost or

pricing data, it shall cite the exception and provide rationale for its applicability.

(e) If the ECP is initiated by NASA, the contracting officer shall specify the costinformation

requirements, if any.

(End of clause)

1.105 CONSTRUCTIVE ACCEPTANCE UNDER THE PROMPT PAYMENT ACT

Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and

Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part

1315.4.b(ii). For the purposes of this contract, Government acceptance is deemed to occur

constructively on the 7th day after Contractor delivers the supplies or performs the services in

accordance with the terms and conditions of the contract, unless there is a disagreement over

quantity, quality, or Contractor compliance with contract provisions.

(End of clause)

1.106 CLAUSES INCORPORATED BY REFERENCE -- SECTION I

Clause(s) 1.1through 1.93at the beginning of this Section are incorporated by reference, with

the same force and effect as if they were given in full text. Clauses incorporated by reference

which require a fill-in by the Government include the text of the affected paragraph(s) only. This

does not limit the clause to the affected paragraph(s). The Contractor is responsible for

understanding and complying with the entire clause. The full text of the clause is available at

the addresses contained in clause 52.252-2, Clauses Incorporated by Reference, of this

contract.

(End of clause)

[END OF SECTION]

39
Kepler Data Management Center Phase E

."

NNA09DA83C

SECTION J . LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

J.1 LIST OF ATTACHMENTS

The following documents are attached hereto and made a part of this contract:

1. Kepler Data Management Center (DMC) Phase E Statement of Work (SOW)

2. Contract Data Requirements List (CDRL)(Attached to SOW)

3. List of Government Property .

4. Subcontracting Plan

(End of Clause)

. [END OF SECTION]

40

I

I

;
AMENDMENT OF SOLICITA nONIMODIFICAnON OF CONTRACT

NASA/Ames Research Center

Acquisition Division

M/S 241-1

Moffett Field CA 94035-1000

2. AMENDMENTIMODIFICATION NO.

000001

6. ISSUED BY

3. EFFECTIVE DATE

See Block 16C

CODE ARC

1. CONTRACT 10 CODE

4. REQUlSmO~IPURCHASE REQ. NO.

4200305707

7. ADMINISTERED BY (If other lhan /Jem 8)

NASA/Ames Research Center

Acquisition Division

M/S 241-1

Moffett FieldCA 94035-1000

8. NAME AND ADDRESS OF CONTRACTOR (No., street, COU11Iy, SIBle _ZIP Code)

ASSN OF UNIV FOR RESEARCH. IN ASTRO

SPACE TELESCOPE SCIENCE INSTITUTE

3700 SAN MARTIN DR

BALTIMORE MD 21218-2410

(x) 9A AMENDMENT OF SOLICITATION NO .

. :-.•.~

98. DATED (SEE ITEM 11)

X 10A MODIFICATION OF CONTRACTfORDER NO.

NNA09DA83C

CODE 4X357 FACllIlY CODE

108. DATED (SEE rrEM 13)

05/11/2009

11. mls ITEM ONLY APPUES TO AMENDMENTS OF SOUCITATIONS .,'

Dille above numbered solicitation Is amended as sel forth,in Ilem 14. The hour and dale spedfl9d for recelpl of Offers Dis extended. . Dis nol extended.

Offers must acknOWledge receipl of ihis amendmenlprior 10 the hour and dale specified In the solicllatlon or as aniended. by one oUhe follOWIng melhods: (a) By completing

lIems 8 and is, and reluminQ oopies of Ihe amendmen~ (b) By acknowledging recelpl of this amendment on each oopy of \he offer submllled; 'or (c) By

separate leIIer or telegram which indudes a referanoe to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT

THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIO.R TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by

virtue of this amendment you desire 10 change an offer already subniilled, such change may be made by lelegram or leller, provided each telegram or leller makes

reference to the soIicitalion and ihis amendmenl,' and ;s received prior 10 the opening hour 8nd dale specified.

12. ACCOUNTING AND APPROPRIATION DATA (1froqulred) Net Increase; $256,131.00

4200305707

13. 'IllIS ITEM ONLY APPUES TO MODIFlCAllON OF CONTRACTS/ORDERS. IT MODIFIES 'IllE CONTRACTIORDER NO. AS DESCRIBED IN'ITEM 14.

CHEcK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify aufhoilty) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT

ORDER NO. IN ITEM 1OA.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes In paying office,

appropriation date, etc.) SET FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.i03(b). '

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORllY OF:

D. OTHER (Specify fype of mor!ificafion and authOllty)

X FAR 52.232-22 LIMITATION OF, FUNDS. (APR 1984)

E.IMPORTANT: Contractor lKJis not Dis required 10 sign this document and retum 0 copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFtCATION (Of9an/zecJ by UCF sectiOn headings, including solicifatlonlciJntreet iiubJect matlerwhere feasib/e.f

AS DEPICTED ON THE FOLLOWING PAGE(S)

Exoepl as provided herein, aillerms and Condillons of the documenl referenced In l!em 9A or iDA, as heretofore changed, remalns unchanged and in full force and effect.

15A NAME AND mLE OF SIGNER (Type or prinf) i6A. NAME AND Tine OF CONTRACTING OFFICER (Type or prlnf)

Justin Pane

158. CONTRACTOR/OFFEROR

(S/gMlfure .rfJi'tOb" suthOrizedlt> SIfJt')

NSN 7540-01-152-8070

Previous ediUon unusable

i5C. DATE SIGNED 16C. OArE SIGNED

07/2912009

STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA

FAR (48 CFR) 53.243
Modification No. One NNA09DA83C.

The purpose of this modification is to provide $256,131.00 of incremental funding to the contract. As

a result, the following changes are made:

B;21852.232-81 CONTRACT FUNDING. (JUN 1990)

(a) For purposes of payment of cost, exclusiveoffee, in accordance witt) the Limitation of Funds. , l

clause, the total amount allotted by the Government to this contract is i ; 2 L. This allotment is r"1

for CUN 001: Kepler Data Management Center (DMC) Phase E and covers the following estimated a",

period of performance: 12 May 2009 through 1~ June 2010... V

(b) An additional amount of ••• j•• ~S obligated under this contract for payment of fee.

(End of clause) V1 .

The total amount of funding allotted to this contract by the Government is hereby increased as

follows:

EST COST

FIXED FEE

CPFF

All other terms and conditions of the contract remain unchanged.

END OF MODIFICATION NUMBER ONE (001)

2
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

..NASA/Ames Research Center

Acquisition Division

M/S 241-1

Moffett Field CA 94035-1000

2. AMENDMENTIMODIFICATlON NO.

000002.

6. ISSUED BY

3. EFFECTIVE DATE

See Block 16C

CODE ARC

1. CONTRACT ID CODE

4 . .REQUISITION/PURCHASE REO. NO.

4200308052

7. ADMINISTERED BY (lfolherthan /Iem 6)

NASA/Ames Research Center

Acquisition Division

M/S 241-1

Moffett Field CA 94035-1000

8. NAME AND ADDRESS OF CONTRACTOR (/VO.• _', OOUII(y,stale and ZIP COde)

ASSN OF UN IV FOR RESEARCH IN ASTRO

SP~CE TELESCOPE SCIENCE INSTITUTE

3700 SAN MARTIN DR

'BALTIMORE MD 21218-2410

X 9A. AMENDMENT OF SOLICITATION NO.

98, DATED (SEE ITEM ff)

v 10A. MODIFICATION OF CONTRACTIORDER NO.

n. NNA09DA83C

CODE 4X357 FACILtTY CODE

108. DATED (SEE /TEM 13)

.05/11/2009 . .- . .

11. THIS ITEM ONLY APPUES TO AMENDMENTS OF SOUCITATIONS

'oThe above numbe1ed solicitation is amended as set forth In Item 14. The hour and date spedfted for receipt of Offers Dis extended. Dis not extended.

Offers must acknowledge receipt of this amendment prtor 10the hour and date specified In the solicitation or as amended, by one 01the foDowlng me1hods: (a) By completing

Items 8 and is, and returning coples of tha amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submillecl; or (e) By

saparate leiter or telegram which Indudes a reference 10the ~Qlation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT

THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by

virtue of this amendment you desire to diange an offer already submitted, such change may be made by telegram orleller, provided each telagram or lellar makes

reference to the solicitation and this amendment, and Is received prior to the opening hour and date spedfied.

12. ACCOUNTING AND APPROPRIATION DATA (/frequ.lllld) Net Increase; $240,000.00

4200308052

13. THIS ITEM ONLY APPUES TO MODIFICATION OF CONTAACT)iIORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (SpecifY au/hollly) ,THE CHANGES SET FORTH fN,lTEM 14 ARE MADE IN THE CONTRACT

ORDER NO. IN ITEM 10A. " '.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT ,THE ADMINISTRATIVE CHANGES (such as changes In paying OffiCe,

appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b}. .

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORtTY OF:

D. OTHER (Specify Iype of modifiCation and eu/hollly)

X FAR 52.232-22 LIMITATION OF FONDS. (APR 1984)

E.IMPORTANT: Contractor 00Is noL 0is required to sign this dOOJment and retum o coples to the Issuing OffICe.

14. DESCRIPTION OF AMENDMENTIMODIFICATION (Organized by UCF section headings, including soI/cltallt:intconlrBCt subjectmatter where feasible.)

AS DEPICTeD ON THE FOLLOWING PAGE(S)

Except as providad herein, alilerms and conditions 01 the document referenced in lIem SA or lOA, as heretofore changed, remains unchanged and In ful110rce and effect .

. 15A. NAME AND TITLE OF SIGNER (1'ype or Pflnl) l6A. NAME AND TmE OF CONTRACTING OFFICER (1'ype or PflnI)

Justin Pane

15B. CONTRACTOR/OFFEROR

(SIgnature or _ etdhOrlzed to IIign)

NSN 7540-01-152-8070

Previous adinon unusable

15C. DATE SIGNED 16B. UNITE~D ST TES OF AMER" ICA 16C. DATE SIGNED'

~

'O.bIuIr~b1lPnlooP_

OIt.nus.Ddl.s..e-tnment.(l....klSA.~

__' " __.: ~::r,~~ ..•~';;:,.roo.Ulll'.I..•~ 08/0?l2009

,(SlIJ1lfl1_ of C01lltec6tl11 Oflicet1

STANDARD FORM 30 (REV. 10-83)

Pmsaibed by GSA

FAR (48 CFR) 53.243
Modification No. Two NNA09DA83C

The purpose of this modification is to provide $240,000.00 of incremental funding to the contract. As

a result, the following changes are made: . .

B.21852.232-81 CONTRACT FUNDING. (JUN 1990)

(a) For p.urposes of paym.en! of cost, exclusive otfee, in accordance wnh t.he.Limitation of Funds t,;.\

clause, the tot~1 amount allotted by the Government to this contract is ! ; This allotment is II

for CUN 001: Kepler Data Management Center (DMC) Phase E and covers the following estimated

period of performance: 12 May 2009 through 31 December 2010. .

. (b) An additional amount of $ ~iS obligated under this contract for payment Of fee.

(End of clause)

The total amount of funding allotted to this contract by the Government is hereby increased as

follows:

EST COST

FIXED FEE

CPFF

All other terms and conditions of the contract remain unchanged.

END OF "MODIFICATION NUMBER TWO (002)

2
AMENDMENT OF SOLICITATIONIMODIFICArrON OF CONTRACT 11. CONTRACT 10 CODE rA~T P~GES

2. AMelIfOMeNTlMODlFlCATJOfII NO. 3. EFFeCTIVEOATE 4. REQlllSn'IONfPI REO.NO. lli' PROJECT NO. (lfappllcable)

000003 See Block 16C N/A

8. ISSUSOBY CODE ARC 7. AOMlNISTERS1 BY(If other man Hem 6) CODE I ARC

NASA Ames ~esearch Center NASA Ames Research center

Acquisition DMsion Acquisition Division

MIS 241.1 MIS 241-1

Moffatt Field, CA 94035.1000 Moffett Reid, CA 94035-1000

8. NAMEANO ADORESSOF CONTRACTOR {Ml. Slmet.l:lllJIIly. Sl81eallllZJP:C0d8)

~

eA. AMENOMENTOF 6OUCITATlOfII NO•

.

ASSN OF UNIV FOR RESEARCH IN ASTRO 98. DATED (SEE /1E1A11) .'

SPACE TELESCOPE SCIENCE INSTITUTE /-

3700 SAN MARTIN DR •.. lOA. MODlI'ICATION OF CONTRACTIORDERNO.

BAlTIMORE MD 21218-2410 NNA09DA83C

X lOB. DATED (SEE ITEM 13)

CODE 4X357 IFACIUlY CODE 05/11/2009

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

o The above numbered soflcllatlon is amended .as set fOrth in llero 14. The hour and date sll8Cilied for recefpt of Offen; 0 Is extended, 0 is rmt extended.

Offers must acknowledge receipt of thiS amendment pilOTto the hour and date specilied In the $OIicitalion or as amended. by one of the following methods:

(a) By completing Items 8 aM 15, ami returning one (1) copy of the amendment; (b) By acknowledging receipt of thls amendment on each copy of the offer sllbmifled; or (c) By

separate lettar or telegram whleh includes a refemnce to the solicitation and amendment numbels. FAILURE OF YOUR ACKNOWLEDGMENT TO BE ReCEIVEO AT THE PLACE

DESIGNATED FOR THE RECEIPT OF OFFERS PRIQR TO THE HOUR AND DATA SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtlJe ofthls amendment

you desire to change an offer a1mady submitted, 6Uch change may lle made by telegram or leller, provided each telegram or letter makes reference to the solicitation and thls

amendment. and Is received prIor to the openlng hour llnd data specified. .

12. ACCOlltmNGANDAPPROPRIATIOfII DATA(IfISl/llinld) .

No Change

13" THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

f41 A. THIS CHANGE ORDER IS ISSUED PURSUANT TO; (Specr1y aulhorf1Y) THE CHANGSS SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT/ORDER NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTAACTJOROl:R IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as chBnges hl paying offICe, appropriation dale, etc.) SET

FORTH IN ITEM 14, PURSUAiIIT TO THE AlffilORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAl-AGREEMENT IS ENTERED INTO PURSUANT TO AlffilORlTYOF;

X FAR Subpart22.18.Emplovment EligibilitV Verification, andFAR1.1OSCd)(3)

C. OTllER: S)lec:ifytypecfllUldiflCIIllonandautllortty)

E. IMPORTANT: C-ontractor 0 is not,~ is required to sign this doclJmentand return _1_ copy to the issuing office.

14. DESCRIPTION OF AMENDMENTIMODIFICATION (OtganTmdbyUCF :•••"Ion lIeallings, Induding~IJJlionh:ionWfit $lll/l8dmllllerwMttlfllasll1le.)

a. The purpose of this modification is to add FAR Clause 52.222-54, Employment Eligibilfty Verification. pursuant to FAR

Subpart 22.18 and specifically prescribed by FAR 22.1803. Contract clause.

b. Section I of the contract Is modified to Incorporate the following FAR clause by reference:

CLAUSENO. DATE TITLE

52.222-54 JAN2009 EMPLOYMENTELIGIBILITYVERIFICATION

The claUse may be viewed in full ~ at http://www.acguisition.aov/far/currentlhlml/52.222.html#wQ1156645.

- End of Modification':'

STANDARO FORM 3D (REV. 100II3)

Prescribed by <3SA

FAA (48 CFR) 53.243

168. UNITEDSTATES OF AMERICA i6C. DATE SIGNED

~~

: OIgi1.11ysig>l byJu""'-P •••

. . ON:<=us. 0 Govemme<u,ou-NASA, •••• !'eopl<.

B

v ~_ _ cn_=J~~ ••_lnpa D.9.2342.19200300.1OQ.1.1""Jparte

'I _ Patr ?QQ9.09 306."06;47 -OTOO'

(Slgnalule of Co1llri1cllng Ot/icer)

30.105

COMPUTER GENeRATED

Elo:epl al pl'O\lidedheteln. aR tenns and condIlions of lIle doaJmenl relerenced In Item eA or iDA, as hereto/ore changed.remains uncnangO<!and in full fOr<:uand elTecL

1SA.NAME AND TITLE OF SIGNER (Type or P/ftll) i6A. NAME AND TITLE OF CONTRACTING OFFICER (Type orprinl)

Lynn S. Kozlos k.i Justin Pane

ManageT~ Contracils & Sponsored Programs

1 . CO CTORIOFFEROR 15C. DATES1GNEO
AMENDMENT OF SOLICITATlONIMODlFlCATlON OF CONTRACT

NASAIAmes R~search Center

Acquisition Division

MIS 241-1

Moffett Field CA 94035-1000

2. AMENDMENTIMODIFICATION NO.

000004

6.ISSUED8Y

3. EFFECTIVE DATE

See Block 16C

Co.DE ARC

/

1. CONTRACT ID CODE

4. REQUISlTIo.NJPURCHASE REO. NO..

4200338216

7. ADMINISTERED BY (I/other/han Iwm 6)

NASA/Ames Research Center

Acquisition Division

MIS 241-1

Moffett Field CA 94035-1000

B. NAME AND ADDRESS OF CONTRACTOR (No.. st1eet county, suito BIIt1Z/P COde)

ASSN OF UNIV FOR RESEARCH IN ASTRO

SPACE TELESCOPE SCIENCE INSTITUTE

3700 SAN MARTIN DR

BALTIMORE MD 21218-2410

(~) 9A AMENDMENT OF SOLiCITATION NO..

9B. DATED (SEE ITEM 11)

lOA. Mo.DIFICA TlON o.F Co.NTRACTIORDER NO..

X NNA09DA83C

lOB. DATED (SEE ITEM 13)

CODE~ 4x357 05/11/2009

TO AMENDMENTS OF ATlONS

OTha above numbered soUcltation is amended as SIlt forth in Item 14. The hour and date specified for receipt of OfferS Dis extended. Dis not extended.

Off<lrs must acknowladge receipt of this amendment prior to the hour and date speCified in tile solicltation or as amended. by one Of the following methOds: (a) By completing

ltams 8 and 15. and returning copies of the amendment (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By

separate leiter or telegram WhiCh Induiles'a reference to the solicitation and amendment numbers. FAILURE o.F YOUR ACKNo.WlEDGEMENT TO BE RECEIVED AT

THE PLACE DESIGNATED FOR THE RECEIPT OF OfFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by

virtue ofthls amendment you desire to chenge an offer already submilled. such change may be made by telegram or letter, provided'each telegram or ialter makes refemnce

to the solicitation and this amendment, and Is,fecelvad prlorto the opening hour and date specified. '.

12. ACCOUNTING AND APPROPRIATlo.N DATA (lfrequlred) Net Increase: '$306,910.00

4200338216 '

13. THIS l1EM ONLY APPUES TO MOD1FlCATlON OF CONTRAC1SIORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBEIJ IN ITEM 14.

. CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO.: (S~ijr authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT

o.RDER NO.. IN ITEM 10A.

B. THE ABo.VE NUMBERED CONTRACTIOROER IS MODIFIED TO REFLECT THE ADMINiSTRATIVE CHANGES (such as changes in paying office,

epprcprieffon deta. etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPlEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO. AU)HORITY OF:

,

D. OTHER (SPSciijr type of modification ana autllonty)

X FAR 52.232-22 LIMITATION OF FUNDS. (APR 1984)

E. IMPORTANT: Contractor IElIs not 0Is required to sign this document and relUm 0 coptes to the Issuing office.

14. DESCRIPTION o.F AMENDMENTIMODIFICATlo.N (Orl/anlzed bYUCF section headingS, iflCludlng solli:llationlcontracl subjecl mat/ilrwhare feasible.)

AS DEPICTED ON THE FOLLOWING PAGE(S}

Continued ...

Except as provided herein, all terms and conditions of the document referenced in Item SA or lOA. as heretofore changed, remains unchanged and'in full force and effed.

15A. NAME AND TITLE OF SIGNER (Type or print) t6A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

Justin Pane

15B. CONTRACTORIOFFEROR

(Signllture 01person aUlhoriied 10 slgn)

NSN 7540-01-162-8070

PreviOus ediUon unusable

15C. DATE SIGNED 16B. UNITED STATES OF.AMERICA 16C. DATE SIGNED

~/? :.~~~_mSA,_i'tqJk-,

~...,..- ~ ..::':O':p~;t:;ml~~04/22/2010

(Sjgnalute 01Con/racIfng 0/IicerJ

STANDARD FORM 30 (REV. 10-83)

Plllsaibed by GSA

FAR (48 CFR) 53.243
Modification No. Four NNA09DA83C

The purpose of this modification is to provide $306,910.00 of incremental funding to the contract. As a result,

the following changes are made: ' '

9.21852.232-81 CONTRACT FUNDING. (JUN 1990) ,

(a) For purposes of payment of CO.st,•• dusive offee, in accordance with the Limitation of Funds clause, the QA)'\

total amount allotted by the Government to this contract is : .is This allotment is for CLiN 001: Kepler V

Data Management Center (D~C) Ph e E and covers the,fOIlOwinge.Stimated period of performance: 12 May

2009 through 10 June 201,1. , ' '

(b) An additional amount of is obligated under this contract for payment of fee.

(End of clause)

The total amount of funding allotted to this contract by the Government is hereby increased as follows:

EST COST

FIXED,FEE

CPFF

BY

, ;

$306,910.00

All other terms and conditions of the contract remain unchanged.

END OF MODIFICATION NUMBER FOUR (004)

2
AMENDMENT OF SOUCITA T10NIMODIFICATION OF CONTRACT

NASA/Ames Research Center

Acquisition Division

MIS 241-1

. Moffett Field CA 94035-1000

1. CONTRACT 10 CODE

7. ADMINISTERED BY (/fothwtflan Item 6J

NASA/Ames Research Center

Acquisition Division

M/S 241-1'

Moffett Field CA94035-1000

3. EFFEC1lVE DATE

See Block 16C

CODE ARC

2. AMENDMEIIITJMODIFICATlON NO.

000005

6.ISSueoSV

"8. NAME AND AOORESS OF COIIITRACTOR (NA.a61!et. CQlJIlft.SIlll~"""ZlPCOl14} (x) SA.AMENOMENT OF SOLICITATION NO.

ASSN OF ONIV FOR RESEARCH IN ASTRa

SPACE TELESCOPE SCIENCE INSTITUTE

3700 SAN MARTIN DR

BALTIMOREMD21218~2410

9B. OATIOD(SEE fTEM 11)

x if~~og~~~~r OF CONTRACT/ORDER NO,

CODE 4X357 FACtl.nv COOE

, 108. DATED (SEE I1EM 13)

05/11/2009

c

OThe allDV8 numberedscUcIlaIion Is amended 8S s91Cotlh In Item 14. TIle hour and dale sp8dfi8d fcrlQ<:lllpl of Offers Ols<lldended. Dis "eI Oldemled.

Olfers must8Gllnowledge recelplofthll; amendment prior 10 Ihe hour and clat1I..,1lClfilldln the soIIclletlon or as amended, by one of the following melhcds: (al By completing

lterm 8 an<I 15. ami retumJng I . eoplGll OfIhe emendmOn~ (b) B~ 9ClUiowledgif\9 recelpt OfIhIS emendment on each copy olthe offor aubmlt1ed; or leI By

_ ~9le lellerer telegram which Jnctudesa referencellllhe sollcllaflOn and einendmentnurnbers. FAlLIJREOF YOUR ACKNOWLEDGEMENT TO se RECEIVED AT

THe PlACe DESIGNATIODFORl'HE RECEIPT OF OFFERS PRlOR TO "THEHOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by

vi1lue of lhls .mendmenl you desire 10 <tiange en olf$r elready GUbmiIle<l,SUCIlchange riley be m9de bYtelegram or letter, proVIded each lelegtl'lm Oflauer makes reference

to Ilie 8t>Iidtetian ••lid this amenlknent. and Is recelved pdorto Ihe opening hour and dale specffied.

12.ACCOUNllNGANOAPPROPRlAnONDATA{lfrequlled) Net Increase: $12,000.00

4200340122

13. THIS ITEM ONLY APPUES TO MODFlCAlION OF CONTRACTSIOIlDERS. ITMODlFlES ntE CONTRACT/ORDERNO. AS DESCRIBEDIN ITEM 14.

CHECKONE A. "THISCHANGE ORDER IS ISSUED PURSUANT TO: (Spedl)f eulflo"ly) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT

ORDER NO. IN ITEM 1OA.. . ,

B. "THEABOve NUMBERED CONTRACTfORDER IS MODlFIEDTO REFI.ECTTHE ADMINISTRATIVE CHANGES (such as changes in paying otlic8.

approptf9tJon dllte, etc.) SET FORTH IN ITEM 14, PURSUANT 10 THE AUTHORITY OF FAR 43.103(b). . ' .

x.

G. THIS l)UPPLEMEIIITAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

NFS 1852.243-10 ENGINEERING CIU\NGE PROPOSALS. (OC1'200l-1 -- ALTERNATE II ISEP 1990)

,0. type of mocJilicaU01I ana aUthOTlIy)

E.lMPORTANT: ,Conlractor Dis not. .l!JI!'required to sign I1tIsd<icumental'lll retIlm 1 coPIes 10 the Issulng oWee.

14. DESCRIPTION C?FAMENCMENTIMOOlFICA.TION (OIgBnlzerJ bY UCF 6IlCt1tm llearJlngs,lnc1IJtIIlIII soIloIlatJoIl/conttaot subject manerwhere feasible,)

~ DEPICTED ON THE FOLLOWING PAGE(S)

I

Continued .•.

El\Qlpl as plO'AlIod herein, aU terms lind ccndIllons Ofthil document referenced In Item 9A or 'lOA, as hemtOforecllangl!d, •.••malns uncl1anged and In flln force and effed.

15A. NAME AND TITLE OF SIGNER (Type orpdnO IliA-NAME AND nnE OF CONTRACTING OFFICER (Type Or print)

Director

. nar""'Of __ tl''''gn}

NSN 754().O1.152-8070

Prevklus edition unusable

Justin Pane

t6S, UNITED STATES OF AMERICA 16C. DATIOSIGNEe

~~-----'-""'. ~

CJN:e-W.D=W. .0e=MAS4._~Cil"'J\t51WlP ••tlto

. 'O.'AlMM9lm)Ol),'ClO.l.I

---- e ,n B.IIIl";S~ 71Xf

t~rtto.c..onl1m;I1lJQ01Pic:e"

STANDARD FORM 30 (REV. 10-83)

P,ettribed b~GSA

FAR (48 CJ'R) 53.243
Modification No. Five NNA09DA83C

The purpose of this modification is to definitize cost overrun to date and definitize Engineering Change

Proposal (ECP) for DMC Sustaining Engineering under the Kepler Data Management Center Phase E contract

NNA09DA83C. Definitization of this ECP is exclusively for the cost and fixed fee of the proposed effort. This

modification provides $12,000 of incremental funding. As a result, the following changes are made:

8.11852.216-74 ESTIMATED COST AND FIXED FEE. (DEC 1991)

The estimated cost of this contract is tI' •••• ,exclusive of the fixed fee of $

and fixed fee is $2,489,309.

(End of clause)

8.21852.232-81 CONTRACT FUNDING. (JUN 1990)

7. The total estimated cost bA

(a) For purposes of payment of cost, exclusive of fee, in accordance with the Limitation of Funds clause, the

total amount allotted by th~ Government to this contract is $ It IS I;SU. This covers the following estimated • l

period of performance: 12 May 2009 through 07 January 2011. lJ IV\

(b) An additional amount of j is obligated under this contract for payment of fee.

(End of clause)

B.3 SUPPLIES . AND/OR SERVICES . TO BE PROVIDED

The Contractor shall provide all resources (except as may be expressly stated in the contract as furnished by

the Government) necessary to deliver and/or perform the items below in accordance with the Kepler Data

Management Center (OMC) Phase E Statement of Work incorporated as Attachment 1.

01

02

Kepler Data Management

Center (DMC) Phase E

Cost Overrun and ECP for

"OMC Sustaining Engineering"

dated 23 April 2010

incorporated into the contract by

Mod 005

TOTAL VALUE:

1

1

Job

Job

'II I TiEl II

!llSSO,EiJ

$2,436,993

InPI

$ 3

$52,316

$1,837,139

$652,176

$2,489,309

(End of dause)

1.9752.232-12 ADVANCE PAYMENTS WITHOUT SPECIAL ACCOUNT. (MAY 2001)

(a) Requirements for payment Advance payments will be made under this contract (1) upon submission of

properly certified invoices or vouchers by the contractor, and approval by the administering office, NASA Ames

Research Center or (2) under a letter of credit. The amount of the invoice or voucher submitted plus all

advance payments previously approved shall not exceed $2,489,309. If a letter of credit is used, the

Contractor shall withdraw cash only when needed for disbursements acceptable under this contract and report

cash disbursements and balances as required by the administering office. The Contractor shall apply terms

similar to this clause to any advance payments to subcontractors.

(b) Use of funds. The Contractor may use advance payment funds only to pay for properly allocable,

allowable, and reasonable costs for direct materials, direct labor, indirect costs, or such other costs approved

in writing. by the administering contracting office. Payments are subject to any restrictions in other clauses of

2
Modification No. Five NNA09DA83C

this contract. Determinations of whether costs are properly al.locable, allowable, and reasonable shall be in

accordance with generally accepted accounting principles, subject to any applicable subparts of Part 31 of the

Federal Acquisition Regulation, other applicable regulations referenced in Part 31, or Subpart 1831.2. .

(c) Repayment to the Government. At any time, the Contractor may repay all or any part of the funds

advanced by the Government. Whenever requested in writing to do so by the administering office, the

Contractor shall repay to the Government any part of unliquidated advance payments considered by the

administering office to exceed the Contractor's current requirements or the amount specified in paragraph (a)

of this clause.

(d) Maximum payment. Unliquidated advance payments shall not exceed $200,000 at any time outstanding.

In addition, when the sum of all unliquidated advance payments, unpaid interest charges, and other payments

equal the total estimated cost of $2,436,993 (notincluding fixed-fee, if any) for the work under this contract,

the Government shall withhold further payments to the Contractor. Upon completion or termination of the

contract, the Government shall deduct from the amount due to the Contractor all unliquidated advance

payments and interest charges payable. The Contractor shall pay any deficiency to the Government upon

demand. For purposes of this paragraph, the estimated cost shall be considered to be the stated estimated

cost, less any subsequent reductions of the estimated cost, plus any increases in the estimated costs that do

not, in the aggregate, exceed $2,680,692. The estimated cost shall include, without limitation, any

reimbursable cost (as estimated by the Contracting Officer) incident to a termination for the convenience of the

Government. Any payments withheld under this paragraph shall be applied to reduce the unliquidated advance

payments. If full liquidation has been made, payments under the contract shall resume.

(e) Interest. No interest shall be charged to the prime Contractor for advance payments except for interest

charged during a period of default. The terms of this paragraph concerning interest charges for advance

payments shall not apply to the prime Contractor.

(1) The Contractor shall pay interest to the Government on the daily unliquidated advance payments at the

daily rate specified in paragraph (e)(3) of this clause, Interest shall be computed at the end of each calendar

month for the actual number of days involved. For the purpose of computing the interest charge, the following

shall be observed:

(i) Advance payments shall be considered as increasing the unliquidated balance as of the date of the

advance payment check. '

.(ii) Repayments by Contractor check shall be considered as decreasing the unliquidated balance as of the

date on which the check is received by the Government authority designated by the Contracting Officer.

(iii) Liquidations by deductions from payments to the Contractor shall be considered as decreasing the

unliquidated balance as of the dates on which the Coritractor presents to the Contracting Officer full and

accurate data for the preparation of each voucher. Credits resulting from these deductions shall be made upon

the approval of the reimbursement vouchers by the Disbursing Officer, based upon the Contracting Officer's

certification of the applicable dates. .'

(2) Interest charges resulting from the monthly computation shall be deducted from any payments on account

of the fixed-fee due to the Contractor. If the accrued interest exceeds the payment due, any excess interest

shall be carried forward and deducted from subsequent payments of the contract price or fixed-fee. Interest

carried forward shall not be compounded. Interest on advance payments shall cease to accrue upon

(i) satisfactory completion or (ii) termination of the contract for the convenience of the Government. The

Contractor shall charge interest on advance payments to subcontractors in the manner described above and

credit the interest to the Government. Interest need not be charged on advance payments to nonprofit

educational or research subcontractors for experimental, developmental, or research work.

(f) Lien on property under contract. (1) All advance payments under this contract, together with interest

charges, shall be secured, when made, by a lien in favor of the Government, paramount to all other liens, on

the supplies or other things covered by this contract and on all material. and other property acquired for or

. allocated to the performance of this contract, except to the extent that the Government by virtue of any other

terms of this contract, or otherwise; shall have valid title to the supplies, materials, or other property as against

other creditors of the Contractor.

3
Modification No. Five NNA09DA83C

(2) The Contractor shall identify, by marking or segregation, all property that is subject to a lien in favor of the

Government by virtue of any terms of this contract in such a way as to indicate that it is subject to a lien and

that it has been acquired for or allocated to performing this contract. If, for any reason, the supplies, materials,

or other property are not identified by marking or segregatIon, the Government shall be considered to have a

lien to the extent of the Government's interest under this contract on any mass of property with which the

supplies, materials, or other property are commingled. The Contractor shall maintain adequate accounting

control over the property on its books and records. .

(3) If, at any time during the progress of the work on the contract, it becomes necessary to deliver to a third

person any items or materials on which the Government has a lien. the Contractor shaHnotify the third person

of the lien and shall obtain from the third person a receipt in duplicate acknowledging the existence of the lien.

The Contractor shall provide a copy of each receipt to the Contracting Officer.

(4) If, under the termination clause, the Contracting Officer authorizes the contractor to sell or retain

termination inventory, the approval shall constitute a release of the Government's lien to the extent that-

(i) The termination inventory is sold or retained; and

(ii) The sale proceeds or retention credits are applied to reduce any outstanding advance payments.

(g) Insurance. (1) The Contractor shall maintain with responsible insurance carriers-

(i) Insurance on plant and equipment against fire and other hazards, to the extent that similar properties are

usually insured by others operating plants and properties of similar character in the same general locality;

(ii) Adequate insurance against liability on account of damage to persons or property; and

(iii) Adequate insurance under all applicable workers' compensation laws.

(2) Until work under this contract has been completed and all advance payments made under the contract

haVe been liquidated, the Contractbr s~all- .

(i) Maintain this insurance;

(ii) Maintain adequate insurance on any materials, parts, assemblies, subassemblies, supplies, equipment,

and other property acquired for or allocable to this contract and subject to the Government lien under

paragraph (f) of this clause; and .

(iii) Furnish any evidence With respect to its insurance thatthe administering office may require.

(h) Default. (1) If any ofthe following ~vents occur, the Governmentmay, by written notice to the Contractor,

withhold further payments on this contract:

(i) Termination of this contract for a fault of the Contractor.

. (ii) A finding by the administering office 'that the Contractor has failed to-

(A) Observe any of the conditions of the advance payment terms;

(8) Comply with any material term of this contract;

(C) Make progress or maintain a financial condition adequate for performance of this contract;

(D) Limit inventory allocated to this contract to reasonable requirements; or

(E) Avoid delinquency in payment of taxes or of the costs of performing this contract in the ordinary course of

business.

(iii) The appointment ofa trustee, receiver, or liquidator for all or a substantial part of the Contractor's property,

or the institution of proceedings by or against the Contractor for bankruptcy, reorganization, arrangement, or

. liquidation.

4
Modification No. Five NNA09DA83C

(iv) The commission of an act of bankruptcy.

(2) If any of the events described in paragraph (h)(1) of this clause continue for 30 days after the written notice

to the Contractor, the Government may take any of the following additional actions:

(i) Charge interest, in the manner prescribed in paragraph (e) ofthis clause, on outstanding advance payments

during the period of any event described in paragraph (h)(1) of this clause.

(ii) Demand immediate repayment by the Contractor of the unliquidated balance of advance payments.

(iii) Take possession of and, with or without advertisement, sell at public or private sale all or any part of the

property on which the Government has a lien under this contract and, after deducting any expenses incident to

the sale, apply the net proceeds of the sale to reduce the unliquidated balance of advance payments or other

Government claims against the Contractor. ,

(3) The Government may take any of the actions described in paragraphs (h)(1) and (h)(2)of this clause it

considers appropriate at its discretion and without limiting any other rights of the Government.

(i) Prohibition against assignment. Notwithstanding any other terms of this contract, the Contractor shall not

.assign this contract, any interest therein, or any claim under the contract to any party.

0) Information and access to records. The Contractor shall furnish to the administering office (1) monthly or at

other intervals asrequired, signedor certified balance sheets and profit and loss statements, together with

Standard Form 272, Federal Cash Transactions Report, and, if appropriate, Standard Form 272-A, Federal

Cash Transactions Report Continuation and, (2) if requested, other information concerning the operation of the

contractor's business. The Contractor shall provide the authorized Goveniment representatives proper

facilities for inspection of the Contractor's books, 'records, and accounts .

.(k) Other security •.The terms of this contract are considered to provide adequate security to the Government

for advance payments; however, if the administering office considers the security inadequate, the Contractor

shall furnish additional security satisfactory to the administering office, to the extent that the security is

available ..

(I) Representations. The Contractor represents the following:,

(1) The balance sheet, the profit and loss statement, and any other supporting financial statements furnished

to the administering office fairly reflect the financial condition of the Contractor at the date shown or the period

covered, and there has been no subsequent materially adverse change in the financial condition of the

Contractor. .

(2) No litigation or proceedings are presently pending or threatened against the Contractor, except as shown in

the financial statements.

(3) The Contractor has disclosed atl contingent liabilities, except for liability resulting from the renegotiation of

defense production contracts, in the financial statements furnished to the administering office.

(4) None of the terms in this clause conflict with the authority under which the Contractor is doing business or

with the provision of any existing indenture or agreement of the Contractor.

(5) The Contractor has the power to enter into this contract and accept advance payments, and has taken all

necessary action to authorize the acceptance under the terms of this contract.

(6) The assets of the Contractor are not subject to any lien or encumbrance of any character except for current

taxes not delinquent, and except as shown in the financial statements furnished by the Contractor. There is no

current assignment of claims under any contract affected by these advar'lce payment provisions.

(7) All information furnished by the Contractor to the administering office in connection with each request for

advance payments is true and correct.

5
Modification No. Five NNA09DA83C

(8) These representations shall be continuing and shall be considered to have been repeated by the

submission of each invoice for advance payments.

(m) Covenants. To the extent the Government considers it necessary while any advance payments made

under this contract remain outstanding, the Contractor, without the prior written consent of the administering

office, shall not-

(1) Mortgage, pledge, or otherwise encumber or allow to be encumbered, any of the assets of the Contractor

now owned or subsequently acquired, or permit any preexisting mortgages, liens, or other encumbrances to

remain on or attach to any assets of the Contractor which. are allocated to performing this contract and with

respect to which the Government has a lien under this contract;

(2) Sell, assign, transfer, or otherwise dispose of accounts receivable, notes, or clail;,s for money due or to

become due;

(3) Declare or pay any dividends, except dividends payable in stock of the corporation, or make any other

distribution on account of any shares of its capital stock, or purchase, redeem, or otherwise acquire for value

any of its stock, except as required by sinking fund or redemption arrangements reported to the administering

office incident to the establishment of these advance payment provisions;

(4) Sell, convey, or lease all or a substantial part of its assets;

(5) Acquire for value the stock or other securities of any corporation, municipality, 9r Governmental authority,

except direct obligations of the United States; -

(6) Make any advance or loan or incur any liability as guarantor, surety, or accommodation endorser for any

party;

(7) Permit a writ of attachment or any similar process to be issued against its property without getting a release

or bonding the property within 30 days after the entry of th.ewrit of attachment or other process;

(8) Pay any remuneration in any form to its directors, officers, or key employees higher than rates provided in

existing agreements of which notice has been given to theadniinistering office, accrue excess remuneration

without first obtaining an agreement subordinating it to all claims of the Government, or employ any person at

a rate of compensation over $ a year;

(9) Change substantially the management, ownership, or control of the corporation;

(10) Merge or consolidate with any other firm or corporation, change the type of business, or engage in any

transaction outside the ordinary course of the Contractor's business as presently conducted;

(11) Deposit any of its funds except in a bank or trust company insured by the Federal Deposit Insurance

Corporation or a credit union insured by the National Credit Union Administration;

(12) Create or incur indebtedness for advances, other than advances to be made under the terms of this

contract, or for borrowings; .

(13) Make or covenant for capital expenditures. exceeding $ in total;

(14) Permit its net current assets, computed in accordance with generally accepted accounting principles, to

become less than $ ; or

(15) Make any payments on account of the obligations listed below, except in the manner and to the extent.

provided in this contract.

(End of clause)

All other terms and conditions of the contract remain unchanged.

END OF MODIFICATION NUMBER FIVE.(005)

6