SOLICITATION, OFFER, AND AWARD

3. SOLICITATION NUMBER

NNA09ZJAOOlR OR/27/2009

I. THIS CONTRACT IS A RATED ORDER

UNDER DPAS(15 CFR350)

4. TYPE OF SOLICITATION

o SEALED BID (IFB)

181 NEOOTIA TED (RFP)

BH 8. ADDRESS OFI'IiR TO (IfnI/ItT 11r"" Item 7)

, NASA. Ames Research Center

Attention; Jeff S. Brown, Contracting Officer

Acquisition Division, MIS 241-1

Moffelt Field, CA 94035-1000

7. ISSUED BY. CODE

NASA.Ame~ Research Center

Acquishion Division, MIS 241-1

Moffett Field, CA 94035-1000

2. CONTRACTNUMIlER

NNAIODA46C

NOTE: In seaLed bid solicitations "offer" nnd "offeT!>r" mean "bid" and "bidder"

SOL.ICITATION

Sealed offer. in original and I copy plus I eleclronic (CO) formal for furnishing Ihesul'plies Orservi."s in the Schedule will be received ulthe place specified in Item R, nt Ille

unlii 4:30 p.m.. local lime on September 28, 2009. .

All offers nrc .ubjccl to.lhe lCrms and condilion. contained in this solicitalion. CAUTION - Late Submissions, Modifications, and Withdrawals: See Section L, Provision Nr

52.214.7 or 52.215-10. All ofTersnrc subjccllo lerms and conditions .conlained in this solicilnlion.

10. FOR A. NAME B. TELEPHONE (NO COLl..ECT CALLS) C. ii-MArt. ADDRESS

INFORMATION CALL: Jeff Brown AREA CODE I NUMBEll I EXT. .jeffrey.s.brown@nasa,gov

650 604-4696

'X) SEC. I OESCllIP'llON

II. TABLEOPCONTENTS

I PACE I IX} I SEC. I l'AGE(S}

PART I -THE SCHEDULE PART II- CONTRACT CLAUSES

X A SOUC1TATION/CONTRACT FORM I X I I CONTRACT CLAUSES I 16

X B SUPPUES OR SERVICES AND PRICIYCOST 2 PART III. USTOF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

X C DESCRIPTION/SPBCSJWORK !.'TATEMENT 3 X t J IUSTOFATTACHMENTS .

I 28

X 0 PACKAGING AND MARKING 4 PAR.TIV - REPRESENTATIONS AND INSTRUCTIONS

X E INSPECTION AND ACCEM'ANCE 5 K REPRESENTATIONS, CBRTIFICATIONS

X F DELIVERIESOR PERFORMANCE 6

- AND OTHER STATEMENTS OF OFFERORS

X a CONTRACT ADMINISTll.ATION DATA 1. L INSTRS., CONDS. AND NOTICES TO OFFERORS

X H SPECIALCONTRACT RE UIREMENTS II M EVALUATION FACTORS FOR AWARD

OFFER (Must be fully completed by offeror)

NOTE: Item 12does not 'pply if lhe solicitation includos Ihe provision. at 52.214.16, Minimum Bid Acceptance Period:

12. In compliance with the ablwe, Ihe undersigned 'grees, if this offer is accept.ed within __ calendar day. 160 c"lelltl", tillY" u"less " differ.'" pa;od i" i'"tT,"d by tit.

offeror) froln .the dale for receipt of offers specified obove, to furni,h. any or all ilems opo~ which pri~es are offered al Ihe price sel 0ppll'site eDeh ile;n, delivered nt Ihe

22. AlITHORlTY FOR USING OTHER THAN FULL AND OPEN COMPETIT

o 10 U.S.c. 2304(.) (I) 041 U.S.C. 253{c)( )

ITEM

Chlllse G.2

DATE

CALENDAR DAYS

%

18. OFFER DATE

September 28, 2009

30.CALENDAR DAYS

%

AMENDMENT NO,

16. NAME AND mLE OF PERSON AUTHORIZED TO SIGN

Ron A. Haley

Senior Vice Presidenl & Chief Financial Of/ker

SUBMIT I!'JVOICBS TO ADDRESS

SHOWN IN (4 C(J{Jit'.twr/t!:t:i"t"l.'nvi.~~ .~pet:(fircl)

DATE

20 CALENDAR DAYS

%

10CALENDAR DAYS

%

AMENDMENT NO.

o 15C. CHECK IF REMITTANCE

ADDRESS IS DIFl'ERENT FROM ABOVE

- ENTER SUCH ADDRESS IN

EXT

5198

CODE

Space Svstems/LoraI, Inc.

3825 Pabisn Way

Palo Alto, CA 94303-4604

13. DISCOUNT FOR PROMPT PAYMENT

{Sr' S~cf1",". ClrfllJl' Nt!. H.1J1.RJ •

14. ACKNOWLEDGMENTOF AMENDMENTS

ITI/(>'dfn'If-nd:Il(1Il'lt11'M rl'lY:ipr (l{ill1ltm/JIH'lI'f lIlt'"

,tDt)CffATfON jar elJ/Mln,' (It,d rrl(fl,.f 'Mt'itllllttllt

Illtlttbr.,y,I""",IIJm1}:

15A.

I<J. ACCEPTED AS TO ITEMS NUMBERED

I.

24. ADMINISTEREDBY (If ",ha ,/urn Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

NASA.Shared Services Cenler. Financial MDnasemenl

llWG,1111,Rll'udC

Stennis Space Centcr, MS 39529

26 NAME OF CONTRACTINGJZO1FICERITW" or I'ri/ll)

. /. . .

kd ''{ bl. -p/ary

28. AW~RD DATE

I '4/ \0

IMPORTANT _.Award will be made on this FOl'm,on Stand.rt! Form 26, 01' by olher aothorized offici"l w ten nmice.

NSN 1540.01-152.8064

PREVIOUS f.PI110N NOT USABLE

STANDARD FORM ~) (Rev. 9.97)

Prcl'l.'fjl1l:.d IIY GSA -. FAR (4ft CFRI 53.21.1(1.:1
Section B

SUPPLIES OR SERVICES AND PRICES

B.1 SUPPLIES AND/OR SERVICES TO BE PROVIDED

Page 2 of 28

The Contractor shall provide all resources (except as may .beexpressly stated in the

contract as furnished by the Government) necessary to deliver and/or perform the items

below in accordance with the Description/Specifications/Statement of Work incorporated

in Section J, Attachment J.1. '

1. Item

.. No.

01

2. Description

Lunar Atmosphere Dust Environment

Explorer (LADEE) Spacecraft Propulsion

System .

3.Qty 4. Unit 5. Price

~~

1 Job

(End of clause)

B.2 1852.216-78 Firm Fixed Price. (DEC 1988)

The total firm fixed price of this contract is

(End of clause)

NNA10DA46C
Section C Page 3 of 28

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:

Statement of Work LADEE Spacecraft Propulsion System, Attachment J.1.

(End of text) .

NNA10DA46C
Section D

PACKAGING AND MARKING

Page 4 of 28

D.1 1852.211-70 Packaging, Handling, and Transportation.(SEP 2005)

(a) The Contractor shall comply with NASA Procedural Requirements (NPR)

6000.1, "Requirements for Packaging, Handling, and Transportation for

Aeronautical and Space Systems, Equipment, and Associated Components", as

may be supplemented by the statement of work or specifications of this contract,

for all items designated as Class I, II, or III.

(b) The Contractor's packaging, handling, and transportation procedures may be

used, in whole or in part, subject to the written approval of the Contracting

Officer, provided (1) the Contractor's procedures are not in conflict with any

requirements of this contract, and (2) the requirements of this contract shall take

precedence in the event of any conflict with the Contractor's procedures.

(c) The Contractor must place the requirements of this clause in all subcontracts

for items that will become components of deliverable Class I, II, or III items.

(End of clause)

NNA10DA46C
Section E

INSPECTION AND ACCEPTANCE

E.1 52.246-16 Responsibility for Supplies. (APR 1984)

E.2 52.246-2 Inspection of Supplies - Fixed-Price. (AUG 1996)

Page 5 of 28.

E.3 1852.246-72 Material Inspection and Receiving Report~(AUG 2003)

(a) At the time of each delivery to the Government underthis contract, the

Contractor shall furnish a Material Inspection and Receiving Report (DO Form

250 series) prepared in 2 copies, an original and 1 copy.

(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

Clauses 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. Thi~ 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

cqntained in clause 52.252-2, Clauses lncorporated by Reference, of this

contract. .

NNA10DA46C

'------------------------~--------------------•••••• -&Q
Section F

DELIVERIESOR PERFORMANCE

F.1 52.242-15Stop-Work Order. (AUG 1989)

F.2 52.242-17Government Delay of Work. (APR 1984)

F.3 52.247-34 F.O.B. Destination. (NOV 1991)

Page 6 of 28

F.4 52.247-55 F.O.B. Point for Delivery of Goveniment-Furnished Property.

(JUN 2003)

F.5 Delivery and/or Completion Schedule

The Contractor shall deliver and/or complete performance of the items required

under this. contract as follows:

Item:

1

Description:

Propulsion System

Unit:

LQT

(End of clause )

F.6 Performance Based Payment Schedule

Payment Payment Event

No.

1

2

3

4

5

6

7

Com

Com

Com

Com

Com

Amount I~

\b

Estimated

Date

(Months

after EDC

F.7 CLAUSES INCORPORATED BY REFERENCE-- SECTION F

Clauses 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)

NNA10DA46C
. Section G

CONTRACT ADMINISTRATION DATA

Page 7 of 28

G.1 NFS 1852.232-77 LIMITATION OF FUNDS (FIXED-PRICE CONTRACT)

(MARCH 1989)

(a) Of the total price of item 1, the sum of $2,800,000.00 is presently available

for payment and allotted to this contract. It is anticipatea that from time to time

additional funds will be allocated to the contract in accordance with the following

schedule, until the total price of said items is allotted:

SCHEDULE FOR ALLOTMENT OF FUNDS

Date Amounts

.¥ __ ._~~ •• _---_.,,~,-_._'"----_ •• _ •••• _. __ ._ •• -.:_----~. __ ._,._-_._.;.. •• -._._---_.-.- •• __ ._-_ ••. ~._----:

January, 2010

May, 2010

October, 2010

$2,800,000.00

$1,200,000.00

. $2,740,000.00

December, 2010 $2,120,000.00

--""''''--- -_._."..,---..,..,,,......, .•....,_._-~~~"'.....,""""""-.,".._..,".,--_.~_..•~----..~.._~--~~_...•',.

(b) The Contractor agrees to perform or have performed work on the items

.specified in paragraph (a) of this clause up to the point at which, if this contract is

terminated pursuant to the Termination for Convenience of the Government

clause of this contract, the total amount payable by the Government (including

amounts payable for subcontracts and settlement costs) pursuant to paragraphs

(f) and (g) of that clause yvould,in the exercise of reasonable judgment by the

Contractor, approximate the total amount at the time allotted to the contract. The

Contractor is not obligated to continue performance of the work beyond that

point. The Government is not obligated in any event to payor reimburse the

Contractor more than the amount from time to time allotted to the contract.

anything to the contrary in the Termination for Convenience of the Government

clause notwithstanding. ,. .

(c) (1) It is contemplated that fun~otted/~ this contract will

cover the work to be performed until . 0\-

(2) If funds allotted are considered by the ContrcMtor to be inadequate to

cover the work to be performed until that date, or an agreed date substituted for

it, the Contractor shall notify the Contracting Officer in writing when within the

next 60 days the work will reach a point ~t which, if the contract is terminated (

pursuant to the Termination for Convenience of the Government clause of this

contract, the total amount payable by the Government (including amounts

payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g)

of that clause will approximate 75 percent of the total amount then allotted to the

contract.

(3) (i) The notice shall state the estimate when the point referred to in

paragraph (c)(2) of this clause will be reached and the estimated amount of

additional funds required to continue performance to the date specified in

NNA10DA46C
Section G Page 8 of 28

paragraph (c)(1) of.this clause, or an agreed date substituted for it. .

(ii) The Contractor shall, 60 days in advance of the date specified in

paragraph (c)(1) of this clause, or an agreed date substituted for it, advise the

Contracting Officer in writing as to the estimated amount of additional funds .

required for the timely performance of the contract for a further period as may be

specified in the contract or otherwise agreed to by the parties. .

(4) If, after the notification referred to in paragraph (c)(3)(ii) of this clause,

additional funds are not allotted by the date specified in paragraph (c)(1) of this

clause, or an agreed date substituted for it, the Contracting Officer shall, upon

the Contractor's written request, terminate this contract on that date or on the

date set forth in the request, whichever is later; pursuant to the Termination for

Convenience of the Government clause.

(d) When additional funds are allotted from time to time for continued

performance of the work under this contract, the parties shall agree on the

applicable period of contract performance to be covered by these funds. The

provisions of paragraphs (b) and (c) of this clause shall apply to these additional

allotted funds and the substituted date pertaining to them, and the contract shall

be modified accordingly.

(e) If, solely by reason of the Government's failure to allot additional funds in

amounts sufficient for the timely performance of this contract, the Contractor

incurs additional costs or is delayed in the performance of the work under this

contract, and if additional funds are allotted, an equitable adjustment shall be

made in the price or prices (including appropriate target, billing, and ceiling prices

where applicable) of the items to be delivered, or in the time of delivery, or both.

(f) The Government may at any time before termination, and, with the

consent of the Contractor, after notice of termination, allot additional funds for

this contract.

(g) The provisions of this clause with respect to termination shall in no way be

deemed to limit the rights of the Government under the default clause of this

contract. The provisions of this Limitation of Funds clause are limited to the work

on and allotment of funds for the items set forth in paragraph (a) of this clause.

This clause shall become inoperative upon the allotment of funds for the total

price of said work except for rights and obligations then existing under this

clause.

(h) Nothing in this clause shall affect the right of the Government to terminate

this contract pursuant to the Termination for Convenience of the Government

clause of this contract.

(End of clause)

G.2 AR~ 52.232-90 SUBMISSION OF INVOICES (JUN2008)

(a) Invoices shall be prepared in accordance with the Prompt

Payment clause of this contract and submitted in quadruplicate, unless otherwise

specified, to the address below: .

NASA Shared Services Center (NSSC)

Financial Management Division (FMD)-Accounts Payable

Bldg. 1111, Road C

Stennis Space Center, MS39529

NNA10DA46C
.l

SectionG Page 9 of 28

This is the "designated billing'and payment office" for purposes of the Prompt

Payment Act. Invoices shall include the Contractor's Taxpayer Identification

'.Number (TIN). Electronic submission is also authorized, via email NSSCAccountsPayable@nasa.gov orfax 866-209-5415.

(b) In the event that amounts are withheld from payment in

accordance with the New Technology clause or other provisions of this contract,

a separate invoice for the amount withheld shall be required before payment of

that amount is made.

(End of Clause)

G.3 .1852.245-76 LIST OF GOVERNMENT PR<;)PERTYFURNISHED PURSUANT

TO FAR 52.245-1 (DEVIATION) (SEPTEMBER 2007)

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

available Government property identified below or in Attachment N/A 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 SS/L Campus, Palo Alto CA 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.

Item .Acquisition Cost Qty.

"

Description Date

.

A composite honeycomb panel structure Janj2011 -$580K 1

designed to hold the propulsion components

and transfer their loads to the LADEE structure.

(End of clause)

G.4 1852.227-72 Designation of New Technology Representative and Patent

Representative. (JULY 1997)

(a) For purposes of administration of the clause of this 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:

l -._ .._"'~'"" ~"y_.~--_._."'" "r- '''..--_..'''--..-..-.."'-.f---- '---'..-.~-:-'"'~~"':~" ..-.,--.~-:',;,.".---.--.."".,,.,., ..,,~._,~._-"u,,'---' ..-~"1

iTitle ;Office Code. tAddress (including zip code)

I. ~._ _ ..•• _ •....• _ _ _ ..•..•... _........... . _ ....•................•.....•....•.. __ '.......• _ .......•...•.....• _ _ .............•......................... _ ..__ _ -._ _ 1

iNASA Ames Research Center

VP tM/S 202A-3 Moffett Field, CA 94035-

11000

r

iNew Technology

!Representative

NNA10DA46C
.Il

Section G Page 10 of 28

:...----~.---.-.--.-.------.-.- ..---i.NAsA-Ames Resea~chCenter ...-..---- .._..

lPatent Representative; DL IM/S 202A-4 Moffett Field, CA 94035-

i1000

: \

.-:"'_._. __ ._-~ •• > •• ~~-_._-,----~-"-~----~---_.-. __ •• _ ••••• ---- •••••• - •• ~ ••• ---,~-----~----_._---.!

(b) Reports of reportable items, and 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

ofthe above-named representatives are set forth in 1827.305-370 of the NASA

FAR Supplement.

(End of clause)

NNA10DA46C
.II

Section H

SPECIAL CONTRACT REQUIREMENTS

Page 11 of 28

H.1 1852.208-81 Restrictions on Printing and Duplicating. (NOV 2004)

H.2 1852.223-72 Safety and Health (Short Form). (APR 2002)

H.3 1852.223-75 Major Breachof Safety and Security

H.4 1852.225-70 Export Licenses. (FEB 2000)

H.5 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) cifthe provision;

and other representations, certifications and other statements contained in

Section K completed and submitted as part of the offer dated September 25,

2009 are hereby incorporated by reference in this resulting contract.

(End of Clause)

H.6 SMALL DISADVANTAGED BUSINESS PARTICIPATION--CONTRACT

TARGETS (OFFEROR FILL IN) .

(This clause applies to all Offerors including small disadvantaged businesses

(SOBs).)

(a) FAR 19.1202-4(a) requires that SOB subcontracting targets be incorporated

in the Contract. Targets for this contract are as follows: .

*NAICS Industry

Subsectors Dollar Target Percent of Contract Value

Total

*North American Industry Classification System (NAICS) Industry Subsectors as

determined by the Department of C,Ommerceas being underrepresented in

accordance with FAR 19.201(b)

(b) FAR 19.1202-4(b) requires that SOB concerns that are specifically identified

by the Offeror be listed in the contract when the identification of such

subcontractors was evaluated as part of the subfactor on Small Business

Utilization. SOB concerns (subcontractors) specifically identified by the Offeror

are as follows:

Name of Concern(s): None

NNA100A46C
.IL

Section H . Page 12 of 28

The Contractor shall notify the Contracting Officer of any substitutions of the

firms listed if the replacement contractor is not an SDB concern.

(c) If the prime Offeror is an SDB the target for the work it intends to pe'rform as

the prime Contractor is as follows:

*NAICS Industry

Subsectors

N/A

Dollars Percent of Contract Value

(End of clause)

H.7 52.227-15 Representation of Limited Rights Data and Restricted Computer

Software (DEC 2007)

(a) This solicitation sets forth.the Government's known delivery requirements for

data (as defined in the clause at 52.227-14, Rights in Data-General). Any

resulting contract may also provide the Government the option to order additional

data under the Addition'al Data Requirements clause at 52.227-16, if incl.uded in

the contract. Any data delivered under the resulting contract will be subject to the

Rights in Data-General clause at 52.227-14 included in this contract. Under the

latter clause, a Contractor may withhold from delivery data that qualify as limited

rights data or restricted computer software, and deliver form, fit, arid function

data instead. The latter clause also may be used with its Alternates II and/or III to .

obtain delivery of limited rights data or restricted computer software, marked with

limited rights or restricted rights notices, as appropriate. In addition, use of

Alternate Vwith this latter clause provides the Government the right to inspect

such data at the Contractor's facility.

(b) By completing the remainder of this paragraph, the offeror represents that it

has reviewed the requirements for the delivery of technical data or computer

software and states [offeror check appropriate block]-

[] (1) None of the data proposed for fulfilling the data delivery requirements

qualifies as limited rights data or restricted computer software; or

[ X ] (2) Data proposed for fulfilling the data delivery requirements qualify as

limited rights data or restricted computer software and are identified as follows:

1) Space Systems/Loral 1300 Bus Subsystem Design, related documentation,

proprietary manufacturing processes, procedures and control algorithms.

2) Flexsys, A Space Systems/Loral Proprietary Database tracking tool, used in

non-conformance reporting and other processes.

(c) Any identification of limited rights data or restricted computer software in the

offeror's response is not determinative of the status of the data should a contract

be awarded to the offeror.

(End of provision)

NNA10DA46C
Section H

'H.8 INCORPORATION OF THE CONTRACTOR'S PROPOSAL

(End of Clause)

Page 13 of 28

H.9 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 control the use and dissemination thereof.

(b) In order to provide management appropriate for protecting the interests of the

Government a'nd other owners of such data, the Contractor agrees with respect

to data in category (a)(1) above, and with respect to any data in categories (a)(2)

and (a)(3) when so identified by the Contracting Officer, to:

(1) use and disclose such data only to the extent necessary to perform

the work required under this contract, with particular emphasis on

restricting disclosure of the 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 ofthe 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.10 HANDLING OF DATA (ARC 52.227-96) (JUN 1989)

NNA10DA46C
Section H Page 14 of 28

(a) Paragraph (d)(1) of the "Rights in Data--General" clause of this contract

permits the Government to restrict the Contractor's right to use, release to others,

reproduce, distribute, Qrpublish 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

subcontracts:

(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 Government data fOfwhich 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

Government data that is either marked with a restrictive legend or

specifically identified in this 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 by the Contractor independently of any disclosure of

proprietary, restricted, or confidential data hereunder, or is rightfully

received by the Contractor from a third party without restriction.

(c). Data first produced.

Data first produced by the Contractor under this contract may include

data for which the Government 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)

NNA10DA46C
Section H Page 15 of 28

H.11 SUBCONTRACTING AND DATA RIGHTS (ARC 52.227-97)(OCT 2006)

(a) It is strongly r~commended that the Contractor flow down the da~arights.

provisions of this contract to lower tier subcontractors to ensure that ,t can fulfill

its data rights obligations to the Government. See Clause FAR 52.227-14(h),

Rights in Data-General. The' Contractor shall beheld responsible to obtain

rights for the Government where it fails to fulfill such obligations.

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

Contracting Officer approval before incorporating any data 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 Rightsin DataGeneral clause. '

(End of Clauser

H.12 INFORMATION INCIDENTAL TO CONTRACT ADMINISTRATION (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 for delivery 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.13 CLAUSES INCORPORATED BY REFERENCE -- SECTION H

Clauses 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 notlimit 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)

NNA10DA46C

i

. I
Section I

CONTRACT CLAUSES

1.1 Federal Acquisition Regulation (FAR) Contract Clauses

52.202-1 Definitions. (JUL2004)

52.203-3 Gratuities. (APR 1984)

52.203-5 Covenant Against Contingent Fees. (APR 1984)

Page 16 of 28

I '

52.203-6 Restrictions on Subcontractor Sales to the Government. (SEP

2006)

52.203-7 Anti-Kickback Procedures. (JUL 1995)

52.203-12 Limitation on Payments to Influence Certain Federal

Transactions. (SEP 2007)

52.203-13 Contractor Code of Business Ethics and Conduct. (DEC 2008)

52.203-14 Display of Hotline Poster(s). (DEC 2007)

52.204-4 Printed or Copied Double-Sided on Recycled Paper. (AUG 2000) . .

52.204-7 Central Contractor Registration. (APR 2008)

52.211-5 Material Requirements. (AUG-2000)

52.211-15 Defense Priority and Allocation Requirements (APR 2008)

52.215-2 Audit and Records - Negotiation. (MAR 2009)

52.215-8 Order of Precedence - Uniform Contract Format. (OCT 1997)

52.215-11 Price Reduction for Defective Cost or Pricing DataModifications (OCT 1997)

52.215-13 Subcontractor Cost or Pricing Data-Modifications (Oct 1997)

52.215-14 Integrity of Unit Prices. (OCT 1997)

52.219-8 Utilization of Small Business Concerns. (MAY 2004)

52.219-9 Small Business Subcontracting Plan. (APR 2008) - Alternate II

(OCT 2001)

52.219-16 Liquidated Damages - Subcontracting Plan. (JAN 1999)

52.219-28 Post-Award Small Business Program Rerepresentation (APR

2009)

, NNA 1ODA46C
Section I Page 17 of 28

52.222-1 Notice to the Government of Labor Disputes (FEB 1997)

52;222-3 Convict Labor. (JUN 2003)

52.222-19 Child Labor - Cooperation with Authorities and Remedies.

(FEB 2008)

52.222-21 Prohibition of Segregated Facilities. (FEB 1999)

52.222-26 Equal Opportunity; (MAR 2007)

52.222-35 Equal Opportunity for Special Disabled Veterans, Veterans of the

Vietnam Era, and Other Eligible Veterans. (SEP 2006)

52;222-36 Affirmative Action for Workers with Disabilities. (JUN 1998)

52.222-37 Employment Reports on Special Disabled Veterans, Veterans of

the Vietnam Era, and Other Eligible Veterans. (SEP 2006)

52.223-3 Hazardous Material Identification and Mat~rial Safety Data. (JAN

1997) - Alternate I (JUL 1995)

52.223-5 Pollution Prevention and Right-to-Knowlnformation. (AUG 2003)

52.223-6 Drug-Free Workplace. (MAY 2001)

52.223-14 Toxic Chemical Release Reporting. (AUG 2003)

52.225-1 Buy"American Act -'Supplies: (FEB 2009)

52.225-13 Restrictions on Certai~ Foreign Purchases. (JUN 2008)

52.227-1 Authorization and Consent. (DEC 2007)

52.227-2 Notice and Assistance Regarding Patent and Copyright

Infringement (DEC 2007)

52.227-11 Patent Rights-Ownership by the Contractor. (DEC 2007)

52.227-14 Rights in Data--GeneraL Alt II (DEC 2007) As Modified By NFS

1852.227-14. (Insert: .

/ (i) Use (except for manufacture) by support service contractors.

(ii) Evaluation by nongovernment evaluators.

(iii) Use (except for manufacture) by other contractors participating

in the Government's program of which the specific contract is

part.) at the end of paragraph(a))(DEC2007) (ALT III) (DEC 2007)

52.227-17 Rights in Data--Special Works. (DEC 2007) As Modified By NFS

1852.227-17

NNA10DA46C
Section I Page 18 of 28

52.229-3 Federal, State, and Local Taxes. (APR 2003)

52.230-2 Cost Accounting Standards. (OCT 2008)

52.230-3 Disclosure and Consistency of Cost Accounting Practices. (OCT

2008)

52.230-6 Administration of Cost Accounting Standards. (MAR 2008)

52.232-1 Payments. (APR 1984)

52;232-8 Discounts for Prompt Payment. (FEB 2002)

\52.232-9 Limitation on Withholding of Payments. (APR 1984)

52;232-11 Extras. (APR 1984)

52.232-17 Interest. (OCT 2008)

52.232-23 Assignment of Claims. (JAN 1986)

52.232-25 Prompt payment. (OCT 2008)

52.232-34 Payment by Electronic Funds Transfer - Other than Central

Contractor Registration. (MAY 1999)

52.233-1 Disputes. (JUL2002) - Alternate I (DEC 1991)

52.233-3 Protest after Award. (AUG 1996)

52.233-4 Applicable Law for Breach of Contract Claim. (OCT 2004)

52.242-13 Bankruptcy. (JUL 1995)

52.243-1 Changes - Fixed-Price. (AUG 1987)

52.243-7 Notification of Changes. (APR 1984)

52.244-6 Subcontracts for Commercial Items. (MAR 2009)

52.245-1 Government Property. (JUN 2007)

52.246-23 Limitation of Liability. (FEB 1997)

52.248-1 Value Engineering. (FEB 2000)

52.249-2 Termination for Convenience ofthe Government (Fixed-Price).

(MAY 2004)

52.249-8 Default (Fixed-Price Supply and Service). (APR 1984)

NNA10DA46C
Jl

Section I

52.253-1 Computer Generated Forms. (JAN 1991)

Page 19 of 28

1.2 NASA FAR Supplement (NFS) Clauses

1852.203-70 Display of Inspector General Hotline Posters. (JUN 2001)

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

1852.219-75 Small Business Subcontracting Reporting. (MAY 1999)

1852.219-76 NASA 8 Percent Goal. (JUL 1997)

1852.223-74 Drug-and alcohol-free workforce. (MAR 1996)

1852.227•.11 Patent Rights-- Retention by the Contractor (Short Form)

1852.227-14 Rights In Data - General

1852.227-17 Rights in Data--Special Works

1852.227-70 New Technology (MAY 2002)

1852.227-71 Requests for Waiver of Rights to Inventions (APR 1984)

1852.227-84 Patent Rights Clauses (DEC1989)

1852.237-72 Access To Sensitive Information (JUN 2005)

1852.237-73 Release of Sensitive Information (JUN 2005)

1852.243.-71 Shared Savings. (MAR 1997)

1.3 .52.227-23 Rights to Proposal Data (Technical). (JUN 1987)

Except for Sept 28,2009 Volume 1 Mission Suitability Proposal pages A-1 to A48 and pages 8-15,8-16 and the November 3,2009 Discussion Responses

entire volume, 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 contained in the proposal

TP20916, dated 28 September 2009, and updated TP20916A, dated 3

November 2009,.upon which this contract is based.

(End of clause)

1.4 52.222-39 Notification of Employee Rights Concerning Payment of Union

Dues or Fees.

NNA10DA46C
.II.

Section I Page 20 of 28

Notification of Employee Rights Concerning Payment of Union Dues or Fees

(Dec 2004)

(a) Definition. As usedin 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 Island.

(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 noticesto-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 retain 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 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 notrelated 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 offices 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 (TIY)

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

NNA10DA46C
Section I Page 21 of 28

(c) The Contractor shall comply with all provisions 6(Ex~cutive Order 13201 of

February 17, 2001, and related implementing regulations at.29 CFR Part 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 may direct 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 asare 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 forJ'Tlallyrecognized 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 union-security agreements;

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

Department of Labor Deputy As.sistant 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) 1he facility is in all respects separate and distinct from activities of the

Contractor related to the performance of a contract; and

(ii) Such a waiver will not interfere with or impede the effectu'ation 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 Labor publishes 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 20210, or from any field office of the Department's Office of LaborManagement 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

NNA10DA46C
Section I Page 22 of 28

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

official poster.

(g) The Contractor shall include the substance of thislclause 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 Labor-Management 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 Part470, 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)

1.5 Authorized Devi~tions in Clauses(Apr 1984)

(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 Chapter 18) clause with an authorized deviation is indicated by the

addition of "(DEVIATION)" after the name of the regulation.

(End of Clause)

1.6 1852.215-84 Ombudsman. (OCT 2003)

(a) An ombudsman has been appointed to hear and facilitate the resolution of

concerns from offerors, potential offerors, and contractors during the preaward

and post award 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 Committee, 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

NNA10DA46C
Section I Page 23 of 28

an ombudsman, interested parties must first address their concerns, issues,

disagreements; and/or recommendations to the contracting officer for resolution.

(b) If resolution cannot be made by the contracting officer, interested parties may

contact the installation ombudsman, Lewis S. Braxton,

Levitis.S.Braxton@nasa.gov, 650/604-5068. Concerns, issues, disagreements,

and recommendations which cannot be resolved at the installation may be

referred to the NASA ombudsman, the Director of the Oontract 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)

1.7 52.232-32 Performance-Based Payments. (Jan 2008)

(a) Amount of payments and limitations on payments~ Subject to such other

limitations and conditions as are specified in this contract and this clause, the

amount of payments and limitations on payments shaHbe specified in the

contract's description of the basis for payment.

(b) Contractor request for performance-based payment. The Contractor may

submit requests for payment of performance-based payments not more

frequently than monthly, in a form and manner acceptable to the Contracting

Officer. Unless otherwise authorized by the Contracting Officer. all performancebased payments in any period for which payment is being requested shall be

included in a single request, appropriately itemiied and totaled. The Contractor's

request shall contain the information and certification detailed in paragraphs (I)

and (m) of this clause.

(c) Approval and payment of requests.

(1) The Contractor shall not be entitled to payment of a request for performancebased payment prior to successful accomplishment of the event or performance

criterion for which payment is requested. The Contracting Officer shall determine

whether the event or performance criterion for which payment is requested has

been successfully accomplished in accordance with the terms of the contract.

The COrltracting Officer may, at any time, require the Contractor to substantiate.

the succ;:essfulperformance of any event or performance criterion whi~h has

been Oris represented as being payable.

(2) A payment under this performance-based payment clause is a contract

financing payment under the Prompt Payment clause of this contract and not

subject to the interest penalty provisions of the Prompt Payment Act. The

designated payment office will pay approved requests on the 30th day after

receipt of the request for performance-based payment by the designated

payment office. However, the designated payment office is not required to

NNA10DA46C
.ll

I Section I Page 24 of 28

provide payment if the Contracting Officer requires substantiation as provided in

paragraph (6)(1) of this clause, or inquires into the status of an event or

performance criterion, or into any of the conditions listed in paragraph (e) of this

clause, or into the Contractor certification. The payment period will not begin until

the Contracting Officer approves the request.

(3) The approval by the Contracting Officer of a request for performance-based

payment does not constitute an acceptance by the Government and does not

excuse the Contractor from performance of obligations under this contract.

(d) Liquidation of performance-based payments.

(1) Performance-based finance amounts paid prior to payment for delivery of an

item shall be liquidated by deducting a percentage or a designated dollar amount

from the delivery payment. If the performance-based finance payments are on a

delivery item basis, the liquidation amount for each such line item shall be the

percent of that delivery item price that was previously paid under performancebased finance payments or the designated dollar amount. If the performancebased finance payments are on a whole contract basis, liquidation shall be by

either predesignated liquidation amounts or a liquidation percentage ..

(2) If at any time the amount of payments under this contract exceeds any

limitation in this contract, the Contractor shall repay to the Government the

excess. Unless otherwise determined by the Contracting Officer, such excess

shall be credited as a reduction in the unliquidated performance-based 'payment

balance(s), after adjustment of invoice payments and balances for any

retroactive price adjustments.

(e) Reduction or suspension of performance-based payments. The Contracting

Officer may reduce or suspend performance-based payments, liquidate .

performance-based payments by deduction from any payment under the

contract, or take a combination of these actions after finding Lipori substantial

evidence any of the following conditions:

(1) The Contractor failed to comply with any material requirement of this contract

(which includes paragraphs (h) and (i) of this clause).

(2) Performance of this contract is endangered by the Contractor's-

(i) Failure to make progress; or

(ii) Unsatisfactory financial condition.

(3) The Contractor is delinquent in payment of any subcontractor or supplier

under this contract in the ordinary course of business.

(f) Title.

(1) Title to the property described in this paragraph (f) shall vest in the

Government. Vestiture shall be immediately upon the date of the first

performance-based payment under this contract, for property acquired or

produced before that date. Otherwise, vestiture shall occur when the property is

or should have been allocable or properly chargeable to this contract.

.,

NNA10DA46C
Section I Page 25'of28

(2) "Property," as used in this clause, includes all of the following described items

acquired or produced by the Contractor that are or should be al~ocableor

properly chargeable to this contract under sound and generally accepted

accounting principles and practices:

(i) Parts, materials, inventories, and work in process;

(ii) Special tooling and special test equipment to which the Government is to

acquire title under any other clause of this contract;

(iii) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns, taps,

gauges, test equipment and other similar manufacturing aids, title to which would

not be obtained as special tooling under paragraph (f)(2)(ii) of this clause; and

(iv) Drawings and technical data, to the extent the Contractor or subcontractors

are required to deliver them to the Government by other clauses of this contract.

(3) Although title to property is in the Government under this clause, other

applicable clauses of this contract (e.g., the termination or special tooling

clauses) shall determine the handling and disposition of the property.'

(4) The Contractor may sell any scrap resulting from production under this.

contract, without requesting the Contracting Officer's approval, provided that any

significant reduction in the value of the property to which the Government has

title under this clause is reported in writing to the Contracting Officer.

(5) In order to acquIre for its own use or dispose of property to which title is

,

vested in the Government under this clause, the Contractor shall obtain the

Contracting Officer's advance approval of the action and the terms. If approved,

the basis for payment (the events orperformance criteria) to which the property

is related shall be deemed to be not in compliance with the terms of the contract

and not payable (if the property is part of or needed for performance), and the

Contractor shall refund the related performance-based payments in accordance

with paragraph (d) of this clause.

(6) When the Contractor completes all of the obligations under this contract,

including liquidation of all performance-based payments, title shall vest in the

Contractor for all property (or the proceeds thereof) not-

(i) Delivered to, and accepted by, the Government under this contract; or

(ii) Incorporated in supplies delivered to, and accepted by, the Government under

this contract and to which title is vested in the Government under this clause.

(7) The terms of this contract concerning liability for Government-furnished

'property shall not apply to property to which the Government acquired title solely

under this clause.

(g) Risk of loss. Before delivery to and acceptance by the Government, the

Contractor shall hear the risk of loss for property, the title to,'which vests in the

Government under this clause, except to the extent the Government expressly

assumes the risk. If any property is damaged, lost, stolen, or destroyed, the basis

NNA10DA46C
Section I Page 26 of 28

of payment (the events or performance criteria) to which the property is related

shall be deemed to be not in compliance with the terms of the contract and not

payable (if the property is part of or needed for performance), and the Contractor

shall refund the related performance-based payments in accordance with

paragraph (d) of this clause.

(h) Records and controls. The Contractor shall maintain records and controls

adequate for administration of this clause. The Contractor shall have no

entitlement to performance-based payments during any time the Contractor's

records or controls are determined by the Contracting Officer to be inadequate

for administration of this clause.

(i) Reports and Government access. The Contractor shall promptly furnish

reports, certificate~, financial statements, and other pertinent information

requested by the Contracting Officer for the administration of this clause and to

determine that an event or other criterion prompting a financing payment has

been successfully accomplished. The Contractor shall give the Government

reasonable opportunity to examine and verify the Contractor's records and to

examine and verify the Contractor's performance of this contract for

administration of this clause.

U) Special terms regarding default. If this contract is terminated under the Default

clause, (1) the Contractor shall, on demand, repay to the Government the

amount of unliquidated performance-based payments, and (2) title shall vest in

the Contractor, on full liquidation of all performance-based payments, for all

property for which the Governmentelectsnot to require delivery under the

Default clause of this contract. The Government shall be liable for no payment

except as provided by.the Default clause.

(k) Reservation of rights.

(1) No payment or vesting of title under this clause shall-

(i) Excuse the Contractor from performance of obligations under this contract; or

(H)Constitute a waiver of any of the rights or remedies of the parties under the

contract. i

(2) The Government's rights and remedies under this clause'-

(i) Shall not be exclusive, but rather shallbe in addition to any other rights and

remedies provided by law or this contract; and

(ii) Shall not be affected by delayed, partial, or omitted exercise of any right,

remedy, power, 9r privilege, nor shall such exercise or any single exercise

preclude or impair any further exercise under this clause or the exercise of any

other right, power, or privilege of the Government.

(I) Content of Contractor's request forperformance-based payment. The

Contractor's request for performance-based payment shall cont?in the following:

(1) The name and address of the Contractor;

(2) The date of the request for performance-based payment;

NNA10DA46C
Section I Page 27 of 28

---C-I

I certify to the best of my knowledge and.belief that-

(3) The contract number and/ar other identifier .ofthe contract .ororder under

which the request is made;

(4) Such information and documentation as is required by the contract's

description of the basis far payment; and

(5) A certification by a Contractor official authorized ta bind the Contractor, as

.specified in paragraph (m) of this clause.

(m) Cantent of Contractor's certification. As required in paragraph (1)(5) of this

clause, the Contractor shall make the following certification in each request for

performance,.based payment: I

I

f

(1) This request for performance-based payment is true and carrect; this request

(and attachments) has been prepared from the baoks arid records .ofthe

Contractar, in accordance with the contract and the instcuctians of the

Cantracting Officer; \

(2) (Except as reparted in writing on ~ .).all payments to

subcontractors and suppliers under this con~racthave been paid, or will be paid,

currently, when due in the ordinary course .ofbusiness;

(3) There are no enCumbrances (except as reported in writing an .

against the property acquired .orproduced for, and allocated .orproperly

chargeable to, the contract which would affect .orimpair ~heGovernment's title;

(4) The~ehas been no materially adverse change in the financial condition of the

Contractor since the submission by the Contractar to the Gavernment of the most

recent written information dated - ; and

(5) After the making of this requested performance-based payment, the amount

of all payments for each deliverable item for which performance-based payments

have been requested will not exceed any limitation in the contract, and the

amount of all payments under the cantract will not exceed any limitation in the

contract.

(End of clause)

1.8 52.252-2 Clauses Incorporated by Reference. (FEB 1998)

This cantract incorporates one .ormore clauses by reference, with the same farce

and effect as if they were given in full text. Upon request, the Contracting Officer

will make their full text available. Alsa, the full text of a clause may be accessed

electronically at this/these addressees): Federal Acquisition Regulation (FAR)

clauses: . .

http://www.acqnet.gav/far/.

NASA FAR Supplement (NFS) clauses:

http://www.hg.nasa.gav/office/procurement/regs/nfstac.htm

(End of clause)

NNA10DA46C
Section M Page 28 of 28

LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

J.1 LIST OF ATTACHMENTS

The following dccuments are attached hereto and made a part .of this contract:

Attachment: Title: PaQes: Date:

J.1 Statement .of Work, LADEE Spacecraft Prcpulsion 13 06/03/2009

System

J.2 Small Business Subccntracting Plan* .

* To be completed at time of award or by subsequent mcdificati.on.

!

(End of Clause)

NNA10DA46C