B : SUPPLIES OR SERVICES AND PRICES/COSTS
B.1	DELIVERABLE REQUIREMENTS (GSFC 52.211-90) (OCT 1988)
B.2	MINIMUM/MAXIMUM AMOUNT OF SUPPLIES OR SERVICES (COST REIMBURSEMENT) (GSFC 52.216-90) (APR 2008)
B.3	ESTIMATED COST INCREASES (GSFC 52.232-94) (DEC 2005)
B.4	ORDERING (52.216-18) (OCT 1995)
B.5	ORDER LIMITATIONS (52.216-19) (OCT 1995)
B.6	INDEFINITE QUANTITY (52.216-22) (OCT 1995)
B.7	PAYMENT FOR OVERTIME PREMIUMS (52.222-2) (JUL 1990)
B.8	ESTIMATED COST AND AWARD FEE (1852.216-85) (SEP 1993)
B.9	CONTRACT FUNDING (1852.232-81) (JUN 1990)
B.10	SUPPLEMENTAL TASK ORDERING PROCEDURES (COST REIMBURSEMENT) (GSFC 52.216-91) (JULY 2006)
B.11	LIMITATION OF INDIRECT COSTS (GSFC 52.231-90) (JULY 2006)
C : DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK
C.1	SCOPE OF WORK (GSFC 52.211-91) (FEB 1991)
C.2	REPORTS OF WORK
C.3	COMPUTER SOFTWARE AND DATA RIGHTS
D : PACKAGING AND MARKING
E : INSPECTION AND ACCEPTANCE
E.1	ACCEPTANCE-LOCATION(S) (GSFC 52.246-93) (APR 2008)
E.2	INSPECTION SYSTEM RECORDS (GSFC 52.246-102) (OCT 1988)
E.3	INSPECTION OF SERVICES – COST-REIMBURSEMENT (52.246-5) (APR 1984)
E.4	HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT (52.246-11) (FEB 1999)
F : DELIVERIES AND PERFORMANCE
F.1	SECTION F CLAUSES INCORPORATED BY REFERENCE
F.2	EFFECTIVE ORDERING PERIOD-TASK ORDERS
F.3	PLACE OF PERFORMANCE – SERVICES (GSFC 52.237-92) (OCT 1988)
F.4	STOP-WORK ORDER (52.242-15) (AUG 1989) – ALTERNATE I (APR 1984)
G : CONTRACT ADMINISTRATION DATA
G.1	FINANCIAL MANAGEMENT REPORTING (GSFC 52.242-90) (DEC 2007)
G.2	PROPERTY CLAUSE APPLICABILITY—ON-SITE AND OFF-SITE (GSFC 52.245-96) (APR 2008)
G.3	AWARD FEE FOR SERVICE CONTRACTS (1852.216-76) (JUN 2000)
G.4	Submission of Vouchers for Payment (1852.216-87) (MAR 1998)
G.5	reports of contractor acquired government property (GSFC 52.245-93) (Dec 2007)
G.6	Designation of New Technology Representative and Patent Representative (1852.227-72) (JUL 1997)
G.7	NASA Contractor Financial Management Reporting (1852.242-73) (NOV 2004)
G.8	Contractor Requests for Government-Provided Property (1852.245-70) (DEVIATION) (SEP 2007)
G.9	Installation-Accountable Government Property (1852.245-71) (DEVIATION) (SEP 2007)
G.10	FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY OF CONTRACTORS  (1852.245-73) (SEPTEMBER 2007)
G.11	Identification and Marking of Government Equipment (1852.245-74) (DEVIATION) (SEP 2007)
G.12	Property Management Changes (1852.245-75) (DEVIATION) (SEP 2007)
G.13	List of government furnished pursuant to far 52.245-1 (1852.245-76) (Deviation) (september 2007)
G.14	PHYSICAL INVENTORY OF CAPITAL PERSONAL PROPERTY (1852.245-78) (DEVIATION) (SEPTEMBER 2007)
G.15	Travel Outside of the United States (1852.242-71) (DEC 1988)
H : CONTRACT CLAUSES
H.1	SECTION H CLAUSES INCORPORATED BY REFERENCE
H.2	CONTRACTOR PERSONNEL—IDENTIFICATION, ONSITE REPORTING, AND CHECKOUT PROCEDURES (GSFC 52.204‑99) (SEP 2008)
H.3	GOVERNMENT PREMISES—PHYSICAL ACCESS AND COMPLIANCE WITH  PROCEDURES (GSFC 52.211‑95) (AUG 2008)
H.4	REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFEROR (GSFC 52.215-90) (NOV 1999)
H.5	TASK ORDERING PROCEDURE (1852.216-80) (OCT 1996)
H.6	EXPORT LICENSES (1852.225-70) (FEB 2000) -- ALTERNATE I (FEB 2000)
H.7	SAFETY AND HEALTH--ADDITIONAL REQUIREMENTS (GSFC 52.223-91) (NOV 2005)
H.8	APPLICABILITY OF RIGHTS IN DATA – SPECIAL WORKS (GSFC 52.227‑93) (MAR 2008)
H.9	RIGHTS IN DATA (GSFC 52.227-99 ) (MAR 2008)
H.10	GOVERNMENT PROPERTY--COMPLIANCE WITH SAFETY STANDARDS (GSFC 52.223‑92) (JUL 2006)
H.11	Safety and health (1852.223-70) (April 2002)
H.12	ACCESS TO SENSITIVE INFORMATION (1852.237-72) (JUN 2005)
H.13	RELEASE OF SENSITIVE INFORMATION (1852.237-73) (JUN 2005)
H.14	CONTRACTOR-PROPOSED ENHANCEMENTS/INNOVATIONS
H.15	observance of legal holidays (1852.242-72)(aug 1992) (alternate II) (oct 2000)
I : CONTRACT CLAUSES
I.1	Clauses Incorporated by Reference (52.252-2) (FEB 1998)
I.2	Estimate of Percentage of Recovered Material Content for EPA-Designated Items (52.223-9) (May 2008) -- Alternate i (May 2008)
I.3	RIGHTS IN DATA – GENERAL (52.227-14) (DEC 2007) AS MODIFIED BY nfs 1852.227-14, ALTERNATES II AND III
I.4	RIGHTS IN DATA – special works (52.227-17) (dec 2007) as modified by NFS 1852.227-17
I.5	Limitation on Withholding of Payments (52.232-9) (APR 1984)
I.6	Subcontracts for Commercial Items (52.244-6) (MAR 2007)
I.7	Computer Generated Forms (52.253-1) (JAN 1991)
I.8	SECURITY CLASSIFICATION REQUIREMENTS (1852.204-75) (SEP 1989)
I.9	Security Requirements for Unclassified Information Technology Resources (1852.204-76) (MAY 2008)
I.10	Use of Rural Area Small Businesses (1852.219-74) (SEP 1990)
I.11	NASA 8 PERCENT GOAL (1852.219-76) (JUL 1997)
I.12	SMALL BUSINESS SUBCONTRACTING REPORTING (1852.219-75) (MAY 1999)
I.13	EMERGENCY EVACUATION PROCEDURES (1852.237-70) (DEC 1988)
I.14	CENTER FOR AEROSPACE INFORMATION (1852.235-70) (dec 2006)
I.15	Ombudsman (1852.215-84) (OCT 2003) -- Alternate I (JUN 2000)
I.16	Authorized Deviations in Clauses (52.252-6) (Apr 1984)
J : LIST OF DOCUMENTS, EXHIBITS, AND OTHERS
J.1	LIST OF ATTACHMENTS (GSFC 52.211-101) (OCT 1988)
K : REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENT OF OFFERORS
K.1	Annual Representations and Certifications (52.204-8) (JAN 2006)

SECTION
B	: SUPPLIES OR SERVICES AND PRICES/COSTS
OF RFP NNG08234094J

B.1	DELIVERABLE REQUIREMENTS (GSFC 52.211-90) (OCT 1988)

The Contractor shall provide the personnel, materials, and facilities necessary to perform Flight Dynamics Support Services for the GSFC as described in Section J.1, Attachment A, entitled “Statement of Work (SOW)”. In addition, the Contractor shall provide the following deliverable documentation and reports:

Item	Description	Reference	Schedule	Delivery Method/Addressee(s)	
1	SOW Requirements	As defined in individual task orders	As defined in individual task orders.	See Task Order(s)	
2	Task Plans 	Clauses B.10, H.5	14 days after receipt of request for task plan	Web-based Task Order Management System (TOMS)	
3	Monthly Progress Reports	Clause C.2	15th calendar day of each month	Electronic Format/COTR (Code 595); Task Monitor; & CO (letter transmittal only)	
4	Final Task Report	Clause C.2	Due 5 days prior to task order end date	Electronic Format/COTR; Task Monitor; CO (letter transmittal only); & Hard Copy/CASI	
5	NASA Financial Management Reports	Clauses G.1, G.7	Monthly and Quarterly in accordance with Clause G.1(c)	Electronic Format/ CO; COTR; TM; Resource Analyst (Code 595) & Finance Office (Code 155)	
6	Safety & Health Reporting	Clause H.11 1852.223-70 & Clause H.7	Monthly and Annual Reports	Electronic Format/Code 250; & CO	
7	GSFC Form 24-27 (LISTS Form) & PIV Documentation	Clause H.2	As required in accordance with Clause H.2 & H.3	GSFC 24-27 – Electronic Format/COTR; CO; & Code 240	
8	LISTS Report	Clause H.2	10th calendar day of each month	Electronic Format//COTR; & Code 240	
9	Equal Opportunity Reports	Clause I.1,
52.222-26	As Specified by 52.222-26	Electronic Format	
10	Insurance Notification	Clause I.1,
52.228-7	As Required 52.228-7	Electronic Format	
11	IT Security Plan, Risk Assessment Plan, & FIPS 199 Assessment Plan	Clause I.9
1852.204-76 (Deviation)	30 days after contract award, & annual updates as required	Electronic Format/Contracting Officer (CO)	
12	Organizational Conflicts of Interest Avoidance Plan	Clause H.12 1852.237-72	30 days after contract award	Hard Copy/Contracting Officer (CO)	

(End of clause)
B.2	MINIMUM/MAXIMUM AMOUNT OF SUPPLIES OR SERVICES (COST REIMBURSEMENT) (GSFC 52.216-90) (APR 2008)

(a) The minimum amount of supplies or services that shall be ordered during the effective period of this contract is $1M. The maximum amount of supplies or services that may be ordered during the effective period of this contract is $95M. All orders placed under this contract will be applied to the minimum and maximum specified in this paragraph.

(b) The minimum amount is reached when the sum of the dollar amounts of all ordered supplies or services, except for any adjustments made pursuant to the Limitation of Cost or Limitation of Funds clause, equals or exceeds the minimum amount stated in paragraph (a).
 
(c) The maximum amount is reached when the sum of the dollar amounts of all ordered supplies or services, except for any adjustments made pursuant to the Limitation of Cost or Limitation of Funds clause, equals the maximum amount stated in paragraph (a).

(d) The maximum amount, if reached, precludes the issuance of further orders for supplies or services under this contract. However, reaching the maximum amount does not preclude adjustments to the dollar amounts of existing placed orders, for actions that are within the scope of the placed orders, and which are made pursuant to existing contract authority, such as the Changes clause.

(e) The maximum amount may be adjusted unilaterally by the Government on an as needed basis. Historic, current, and/or projected workload requirements will be used to determine the amount of upward adjustment. In no event will the adjusted maximum amount exceed 0% of the original maximum amount.

(End of clause)

B.3	ESTIMATED COST INCREASES (GSFC 52.232-94) (DEC 2005)

(a) The Contractor shall notify the Contracting Officer in writing when the Contractor has reason to believe that the total cost for performance of this contract, or any individual task order, exclusive of any fee, will be either greater or substantially less than the total estimated cost stated in this contract or in the task order. Notification shall not be delayed pending preparation of a proposal.

(b) A proposal is required to support a request for an increase in the estimated cost of the contract or the task order. The proposal should be submitted as soon as possible after the above notification but no later than 115 days before the incurred costs are expected to exceed the estimated cost. This will allow adequate time for the Government to evaluate the proposal and to mutually establish any increase in estimated cost with the Contractor.

(c)(1) The proposal shall be submitted in the following format unless some other format is directed or approved by the Contracting Officer:

Incurred costs to date
Projected cost to completion
Total cost at completion
Current negotiated estimated cost
Requested increase in estimated cost

(2) The “projected cost to completion” shall consist of the following “other than cost or pricing data” unless the Contracting Officer requests or approves the submittal of a greater or lesser amount of information:
(i) Elements of cost with supporting detail for estimated direct labor hours, direct and indirect rates, materials and subcontracts, and other elements.
(ii) Supporting explanation for the increases and projections, sufficient for the Government to understand the reasons for the increased estimated cost.

(End of clause)

B.4	ORDERING (52.216-18) (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the award date of this contract through a five (5) year period afterwards (effective ordering period).

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered issued when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule. 

(End of clause)

B.5	ORDER LIMITATIONS (52.216-19) (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $1,000, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor - 

(1) Any order for a single item in excess of $95M;

(2) Any order for a combination of items in excess of $95M; or

(3) A series of orders from the same ordering office within fifteen (15) calendar days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within three (3) calendar days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

(End of clause)

B.6	INDEFINITE QUANTITY (52.216-22) (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.
(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the maximum. The Government shall order at least the quantity of supplies or services designated in the Schedule as the minimum.

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Government's rights and obligations with respect to that order to the same extent as if the order were completed during the contract's effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after (1) the end of the effective ordering period, or (2) no more than one (1) year from the end of the contract’s effective ordering period for those orders placed within the ordering period where performance extends beyond the end of the effective ordering period.

(End of clause)

B.7	PAYMENT FOR OVERTIME PREMIUMS (52.222-2) (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) Necessary to cope with emergencies such as those resulting from accidents, natural disasters, breakdowns of production equipment, or occasional production bottlenecks of a sporadic nature;

(2) By indirect-labor employees such as those performing duties in connection with administration, protection, transportation, maintenance, standby plant protection, operation of utilities, or accounting;

(3) To perform tests, industrial processes, laboratory procedures, loading or unloading of transportation conveyances, and operations in flight or afloat that are continuous in nature and cannot reasonably be interrupted or completed otherwise; or

(4) That will result in lower overall costs to the Government.

(b) Any request for estimated overtime premiums that exceeds the amount specified above shall include all estimated overtime for contract completion and shall - 

(1) Identify the work unit; e.g., department or section in which the requested overtime will be used, together with present workload, staffing, and other data of the affected unit sufficient to permit the Contracting Officer to evaluate the necessity for the overtime;

(2) Demonstrate the effect that denial of the request will have on the contract delivery or performance schedule;

(3) Identify the extent to which approval of overtime would affect the performance or payments in connection with other Government contracts, together with identification of each affected contract; and

(4) Provide reasons why the required work cannot be performed by using multishift operations or by employing additional personnel.

(End of clause)

B.8	ESTIMATED COST AND AWARD FEE (1852.216-85) (SEP 1993) 

The estimated cost of this contract is $(to be negotiated by task order*).  The maximum available award fee, excluding base fee, if any, is $(to be negotiated by task order*).  The base fee is $0.  Total estimated cost, base fee, and maximum award fee are $(to be negotiated by task order*). (*in accordance with Attachment B) 

(End of clause)

B.9	CONTRACT FUNDING (1852.232-81) (JUN 1990)

(a)	For purposes of payment of cost, exclusive of fee, in accordance with the Limitation of Funds clause, the total amount allotted by the Government to this contract is $TBD.  This allotment is for TBD and covers the following estimated period of performance: TBD

(b)	An additional amount of $TBD is obligated under this contract for payment of fee.

(End of clause)

B.10	SUPPLEMENTAL TASK ORDERING PROCEDURES (COST REIMBURSEMENT) (GSFC 52.216-91) (JULY 2006) 

(a) When the Government issues a request for a “task plan” to the Contractor in accordance with the Clause entitled “Task Ordering Procedure” of this contract, the Contractor shall prepare its estimate of the labor hours, labor categories, indirect costs, and other direct costs required to perform the task order requirements. The Contractor shall use only those appropriate labor and indirect cost rates, which may be less than but shall not exceed the rates found in Attachment B, to calculate the proposed estimated costs for all task orders issued in accordance with the “Task Ordering Procedure” clause of this contract.
(b) The Contractor’s proposed approach/pricing of the representative tasks set forth in its proposal for award of this contract shall be used as reference by the Contracting Officer in negotiating tasks with the Contractor which are issued under this contract, but only to the extent portions of a representative task are relevant to portions of a task actually issued.
(c) The Government and Contractor agree that the maximum award fee percentage specified in Attachment B shall be used to calculate the maximum available award fee dollars on all task orders issued in accordance with the “Task Ordering Procedure” clause of this contract. The Government shall solely determine the earned award fee under the contract.

(End of clause)

B.11	LIMITATION OF INDIRECT COSTS (GSFC 52.231-90) (JULY 2006)

(a) Within each of the Contractor's fiscal years, the Contractor shall not charge or be reimbursed by the Government, under this or any other Government contract, for indirect costs in excess of the (1) indirect expense dollars derived by the application of the following indirect cost ceiling rates to the appropriate base(s) set forth below.

Indirect		Base of						Percentage			
Cost		Application			CFY* 1	CFY 2	CFY 3	CFY 4	CFY5	CFY 6	

TBP		TBP						TBP

*CFY (Contractor Fiscal Year) = 	TBP 	to	TBP
(month)		(month)

(b) The limitations may be adjusted at the discretion of the Contracting Officer to the extent that increases to the Contractor's indirect costs are caused by:

(i) New or revised statutes and court decisions and/or written ruling or regulation by the Internal Revenue Service or any other taxing authority.
(ii) Wage determinations and/or regulations issued by the Department of Labor pursuant to the Service Contract Act of 1965, as amended.

(c) A proposal for any adjustment under paragraph (b) must be in sufficient detail to establish that the cause of the amount of adjustment requested was solely due to the permitted conditions stated in the paragraph. It must be submitted no later than 60 days after the condition(s) become known, or should have become known, to the Contractor. The amount of adjustment, if any, is at the discretion of the Contracting Officer and shall not be subject to the Disputes clause.

(End of clause)

SECTION
C	: DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK
OF RFP NNG08234094J

C.1	SCOPE OF WORK (GSFC 52.211-91) (FEB 1991)

The Contractor shall provide the personnel, materials, and facilities, except as otherwise specified in this contract, necessary to perform the work and to furnish the items specified in Section B of this contract in accordance with the Statement of Work (Section J, Attachment A), Mission Assurance Plan (Section J, Attachment F), and task orders issued hereunder.

(End of clause)

C.2	REPORTS OF WORK

(a) Monthly progress reports.  The Contractor shall submit monthly progress reports of all work accomplished covering all tasks active during each month of contract performance.  Reports shall be in narrative form and brief and informal in content.  They shall include a quantitative description of overall progress, an indication of any current problems, which may impede performance and proposed corrective action, discussions of the work to be performed and any CONUS/OCONUS trips planned and/or completed during the next monthly reporting period. Trip discussions shall include a description of the following: (1) date(s) of travel; (2) destination; (3) purpose; and (4) costs of travel (i.e. airfare, per diem (hotels/meals), rental vehicles, etc.) 

(b) Final Task Report. The Contractor shall submit a final task report which documents and summarizes the results of the entire task work, including recommendations and conclusions based on the experience and results obtained. The final task report shall include tables, graphs, diagrams, curves, sketches, photographs, and drawings in sufficient detail to comprehensively explain the results achieved under the contract. The final report shall also include the final incurred cost for task.

(c) Report Documentation Page. The copies provided to the Center for Aerospace Information shall have a completed Standard Form 298, Report Documentation Page, as the last page. Refer to NASA FAR Supplement clause 1852.235-73, "FINAL SCIENTIFIC AND TECHNICAL REPORTS" of this contract.

(d) Submission. The Contractor shall submit the reports required by this clause as follows:

[M=Monthly, F=Final]

Copies	Report Type	Addressee	Mail Code	
1	M, F	Contracting Officer	210.M	
1	M, F	Contracting Officer’s Technical Representative (COTR)	595.0	
1	M, F	Task Monitor	See Task Order	
2	F	Center for AeroSpace Information (CASI)
Attn: Accessioning Department
Parkway Center, 7121 Standard Drive, Hanover, MD 21076-1320		

(e) Submission dates. Monthly reports shall be submitted by the 15th day of the month following the month being reported. If the contract is awarded beyond the middle of a month, the first monthly report shall cover the period from award until the end of the following month. The final report for each task order shall be due 5 days prior to task order end date.

(End of text)
C.3	COMPUTER SOFTWARE AND DATA RIGHTS

Computer software and data related to the computer software such as its documentation and training materials are to be delivered with unlimited rights. No limited rights data or restricted computer software will be accepted for delivery, except for the following COTS computer software products: NONE

(End of text)

[END OF SECTION]

SECTION
D	: PACKAGING AND MARKING
OF RFP NNG08234094J

[THERE ARE NO CLAUSES IN THIS SECTION.]

SECTION
E	: INSPECTION AND ACCEPTANCE
OF RFP NNG08234094J

E.1	ACCEPTANCE-LOCATION(S) (GSFC 52.246-93) (APR 2008)

The Contracting Officer or authorized representative will accomplish acceptance at NASA/Goddard Space Flight Center or other locations as specified in individual task orders. For the purpose of this clause, the Contracting Officer's Technical Representative named in this contract is the authorized representative. The Contracting Officer reserves the right to unilaterally designate a different Government agent as the authorized representative. The Contractor will be notified by a written notice or by a copy of the delegation of authority if different representative is designated.

(End of clause)

E.2	INSPECTION SYSTEM RECORDS (GSFC 52.246-102) (OCT 1988)

The Contractor shall maintain records evidencing inspections in accordance with the Inspection clause of this contract for a period of five (5) years after delivery of all items and/or completion of all services called for by the contract.
(End of clause)

E.3	INSPECTION OF SERVICES – COST-REIMBURSEMENT (52.246-5) (APR 1984)

(a) Definition. “Services,” as used in this clause, includes services performed, workmanship, and material furnished or used in performing services.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all services called for by the contract, to the extent practicable at all places and times during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If any of the services performed do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, for no additional fee. When the defects in services cannot be corrected by re-performance, the Government may— 

(1) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and
(2) Reduce any fee payable under the contract to reflect the reduced value of the services performed.

(e) If the Contractor fails to promptly perform the services again or take the action necessary to ensure future performance in conformity with contract requirements, the Government may— 

(1) By contract or otherwise, perform the services and reduce any fee payable by an amount that is equitable under the circumstances; or
(2) Terminate the contract for default.

(End of clause)

E.4	HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT (52.246-11) (FEB 1999)

The Contractor shall comply with the higher-level quality standard selected below. (If more than one standard is listed, the offeror shall indicate its selection by checking the appropriate block.)

TITLE        		NUMBER 		      	DATE		TAILORING
Quality Management	ANSI/ISO/ASQ Q9001-2000	12/13/2000	As required by GSFC 
Systems Requirements							Projects

American Institute of							As required by GSFC 
Aeronautics and Astronautics						Projects
(AIAA) Astrodynamics Standard

Consultative Community for				All Volumes	As required by GSFC 
Space Data Systems (CCSDS)				and Issues	Projects
Green Book

CCSDS Blue Book					All Volumes	As required by GSFC 
							and Issues	Projects

(a) When conducting services at GSFC the contractor shall follow GSFC ANSI/ISO/ASQ Q9001-2000 quality management system (QMS) requirements as documented on-line in the GSFC QMS system. In addition, the contractor's quality system shall be compliant with ISO 9001. Additional quality requirements may also be specified in individual task order authorizations.

"Compliant" means that the contractor has defined, documented, and will continually implement during the term of the contract management-approved methods of operation that conform to the requirements given in the above-cited International Standard.

(End of clause)

[END OF SECTION]

SECTION
F	: DELIVERIES AND PERFORMANCE
OF RFP NNG08234094J

F.1	SECTION F CLAUSES INCORPORATED BY REFERENCE

(52.247-34)	FOB DESTINATION (NOV 1991)

(End of Reference Section)

F.2	EFFECTIVE ORDERING PERIOD-TASK ORDERS

The Government may issue task orders for a period of five (5) years after the effective date of the contract. New Task Orders shall not be issued after the expiration of the effective ordering period. The Contracting Officer may extend existing Task Orders up to twelve (12) months past the expiration of the effective ordering period.

(End of text)

F.3	PLACE OF PERFORMANCE – SERVICES (GSFC 52.237-92) (OCT 1988)

The services to be performed under this contract shall be performed at the following location(s): GSFC (Greenbelt, MD) and the Contractor’s Facility.

(End of clause)

F.4	STOP-WORK ORDER (52.242-15) (AUG 1989) – ALTERNATE I (APR 1984) 

(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either - 

(1) Cancel the stop-work order; or
(2) Terminate the work covered by the order as provided in the Termination clause of this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule, the estimated cost, the fee, or a combination thereof, and in any other terms of the contract that may be affected, and the contract shall be modified, in writing, accordingly, if - 

(1) The stop-work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and
(2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

(End of clause)

[END OF SECTION]

SECTION
G	: CONTRACT ADMINISTRATION DATA
OF RFP NNG08234094J

G.1	FINANCIAL MANAGEMENT REPORTING (GSFC 52.242-90) (DEC 2007)
 
(a) Requirements. This clause provides the supplemental instructions referred to in NASA FAR Supplement (NFS) clause 1852.242-73. The NFS clause and NASA Procedural Requirements (NPR) 9501.2D, “NASA Contractor Financial Management Reporting”, establish report due dates and other financial management reporting requirements. NPR 9501.2D permits withholding of payment for noncompliance.
 
(b) Supplemental instructions. (1) Monthly (NF 533M) reports are required. Quarterly (NF 533Q) reports are also required. The reporting structure shall be in accordance with Attachment C of Section J of this contract.
 
(2) As stated in NPR 9501.2D, NASA strongly encourages electronic contractor cost reporting. The preferred formats are Excel and Adobe. Contact the Contracting Officer for any e-mail addresses that are not provided or which become non-current.
 
Distribution shall be as follows:
 
Contract Specialist, Code 210.M
Email: bruce.b.tsai@nasa.gov
 
Contracting Officer's Technical Representative, Code 595.0
Email: randall.m.beckman@nasa.gov
 
Director of Flight Dynamics Facility, Susan Hoge Code 595
Email: Susan.L.Hoge@nasa.gov 
 
     Regional Finance Office Cost Team, GSFC
     E-Mail:  rfocateam@listserv.gsfc.nasa.gov       
 
Regional Finance Office Cost Team, NSSC
E-Mail: NSSC-AccountsPayable@nasa.gov
 
Administrative Contracting Officer (if delegated)
 
(c) Web sites. (1) NPR 9501.2D, “NASA Contractor Financial Management Reporting”:
 
http://nodis3.gsfc.nasa.gov/displayDir.cfm?Internal_ID=N_PR_9501_002D_&page_name=main
 
(2) NF 533 Tutorial: (for training purposes only).
 
http://cfo.gsfc.nasa.gov/nf533/nf533.htm
 
(End of clause)

G.2	PROPERTY CLAUSE APPLICABILITY—ON-SITE AND OFF-SITE (GSFC 52.245-96) (APR 2008)

(a)  Performance of this contract requires that Contractor personnel and any furnished and/or acquired Government property be located at both Government controlled and managed premises (on-site) and at Contractor controlled and managed premises (off-site).  The requirements for control and accountability of Government property differ depending upon the location of the property.  The applicability of the clauses in this contract to on-site and to off-site locations is indicated below.
 
(b) Clauses applicable to both on-site and off-site locations.
 
FAR clause 52.245-1, “Government Property”
 
FAR clause 52.245-9, “Use and Charges”
 
NASA FAR Supplement clause 1852.245-70, “Contractor Requests for Government-Provided Property”
 
NASA FAR Supplement clause 1852.245-72, “Liability for Government Property Furnished for Repair or Other Services” 
 
NASA FAR Supplement clause 1852.245-74, “Identification and Marking of Government Equipment”
 
NASA FAR Supplement clause1852.245-75, “Property Management Changes”
 
NASA FAR Supplement clause 1852.245-78, “Physical Inventory of Capital Personal Property”
 
NASA FAR Supplement clause 1852.245-79, “Records and Disposition Reports for Government Property with Potential Historic or Significant Real Value”
 
NASA FAR Supplement clause 1852.245-83, “Real Property Management Requirements”
 
 (c) Clauses applicable only to off-site locations.
 
NASA FAR Supplement clause 1852.245-73, “Financial Reporting of NASA Property in the Custody of Contractors"
 
NASA FAR Supplement clause 1852.245-76, “List of Government Property Furnished Pursuant to FAR 52.245-1”
 
(d) Clauses applicable only to on-site locations.
 
FAR clause 52.245-2, “Government Property Installation Operation Services”
 
NASA FAR Supplement clause 1852.245-71, “Installation-Accountable Government Property"
 
NASA FAR Supplement clause 1852.245-77, “List of Government Property Furnished Pursuant to FAR 52.245-2”
 
NASA FAR Supplement clause 1852.245-82, “Occupancy Management Requirements” 
 
GSFC clause 52.245-93, “Reports of Contractor Acquired Government Property”
 
(End of clause)

G.3	AWARD FEE FOR SERVICE CONTRACTS (1852.216-76) (JUN 2000)

(a) The contractor can earn award fee from a minimum of zero dollars to the maximum stated in NASA FAR Supplement clause 1852.216-85, Estimated Cost and Award Fee in this contract.

(b) Beginning six (6) months after the effective date of this contract, the Government shall evaluate the Contractor's performance every six (6) months to determine the amount of award fee earned by the contractor during the period. The Contractor may submit a self-evaluation of performance for each evaluation period under consideration. These self-evaluations will be considered by the Government in its evaluation. The Government's Fee Determination Official (FDO) will determine the award fee amounts based on the Contractor's performance in accordance with Performance Evaluation Plan of this contract. The plan may be revised unilaterally by the Government prior to the beginning of any rating period to redirect emphasis. 

(c) The Government will advise the Contractor in writing of the evaluation results. The NASA/Shared Services Center Financial Management Division (FMD) Accounts Payable will make payment based on issuance of a unilateral modification by the Contracting Officer.

(d) After 85 percent of the potential award fee has been paid, the Contracting Officer may direct the withholding of further payment of award fee until a reserve is set aside in an amount that the Contracting Officer considers necessary to protect the Government's interest. This reserve shall not exceed 15 percent of the total potential award fee.

(e) The amount of award fee which can be awarded in each evaluation period is limited to the amounts set forth at in the approved Performance Evaluation Plan. Award fee which is not earned in an evaluation period cannot be reallocated to future evaluation periods.

(f)(1) Provisional award fee payments will be made under this contract pending the determination of the amount of fee earned for an evaluation period. If applicable, provisional award fee payments will be made to the Contractor on a monthly basis. The total amount of award fee available in an evaluation period that will be provisionally paid is the lesser of 80% or the prior period's evaluation score.

(2) Provisional award fee payments will be superseded by the final award fee evaluation for that period. If provisional payments exceed the final evaluation score, the Contractor will either credit the next payment voucher for the amount of such overpayment or refund the difference to the Government, as directed by the Contracting Officer. 

(3) If the Contracting Officer determines that the Contractor will not achieve a level of performance commensurate with the provisional rate, payment of provisional award fee will be discontinued or reduced in such amounts as the Contracting Officer deems appropriate. The Contracting Officer will notify the Contractor in writing if it is determined that such discontinuance or reduction is appropriate.

(4) Provisional award fee payments may be made prior to the first award fee determination by the Government.

(g) Award fee determinations are unilateral decisions made solely at the discretion of the Government.

(End of clause)

G.4	Submission of Vouchers for Payment (1852.216-87) (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 Financial Management Division (FMD) Accounts Payable
Bldg 1111, C. Road
Stennis Space Center, MS 39529

(2) For any period that the Defense Contract Audit Agency has authorized the Contractor to submit 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) If the 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 the Auditor

[Offerors: Please insert your appropriate DCAA mailing office address]

(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 may designate 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 the Contracting Officer.

(e) In the event that amounts are withheld from payment in accordance with provisions 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.5	reports of contractor acquired government property (GSFC 52.245-93) (Dec 2007)

Refer to subparagraph (b)(1)(i) of NASA FAR Supplement clause 1852.245-71, "Installation Accountable Government Property--Alternate I" of this contract.

(a) Definition.  "Controlled equipment" means all equipment with an acquisition cost of $5,000 or more, that has an estimated service life of 2 years or more, which will not be consumed or expended in an experiment, and selected items of equipment with an acquisition cost less than $5,000 that are designated, and identified as sensitive by Appendix C of NPR 4200.1 and by the GSFC Information and Logistics Management Division, Supply and Equipment Management Branch, Code 273.  

(b) Property, regardless of value, shall not be purchased on the account of the Government unless authorized by the terms of the contract or approved by the Contracting Officer, including compliance by the contractor with the Subcontracts clause of this contract.  Further, any purchase of equipment shall not be made until the equipment has been screened though the NASA Equipment Management System (NEMS) in accordance with NASA FAR Supplement clause 1852.245-70.  

(c) Immediately after the purchase of any controlled equipment, the Contractor shall submit a GSFC Form 20‑4, Shipping Document, to the GSFC Supply and Equipment Management Branch, Code 273, for the purpose of entry of the controlled equipment data into NEMS.  A copy of the GSFC Form 20-4, shall also be provided to the GSFC General Accounting Department, General Ledger Section, Code 157, within 5 working days.  The GSFC Form 20‑4, or other form acceptable to the GSFC Supply and Equipment Management Branch, must contain all of the data elements necessary to establish accountability, including both the contract number and the Contractor's purchase order number under which the equipment was purchased.

(d) The Contractor shall submit, on a quarterly basis, a report of all property acquired by the Contractor under the contract during the reporting period and to which the Government has title, regardless of acquisition value.  This report must be submitted within 30 calendar days after the end of each calendar year quarter; i.e., January 30, April 30, July 30, and October 30.  Submittal shall be to the Contracting Officer and to the Supply and Equipment Management Officer, Code 273.  For acquisitions of controlled equipment, the list shall include item description, acquisition date, acquisition value, manufacturer, model, serial number, location of the items, and GSFC property number.  For all other acquisitions, the list shall include item description, quantity, cost, and location of the items.  Controlled equipment previously reported on GSFC Form 20‑4's or on other forms shall be included in the quarterly reports.  Negative reports shall be submitted, if applicable.

(e) If the contractor maintains a stock inventory of installation-accountable Government property with a minimum average value of $75,000, the Contractor shall comply with NPR 4100.1D.  The Contractor shall submit a monthly NASA Form 1489, Analysis of Physical Inventory Report; NASA Form 1324, Semi-annual Report of Personal Property Operations (for which periods end March 31 and September 30) and NASA Form 1619, Physical Inventory of Materials Annual Report (for which period ends September 30),  within 5 working days of the end of the reporting period.  The NASA Forms 1489, 1324 and 1619, should be submitted to the Supply and Equipment Management Officer, Code 273, with a copy to the Contracting Officer.  A copy of NASA Form 1489 should be submitted to Code 157.2, General Ledger.       

(End of clause)

G.6	Designation of New Technology Representative and Patent Representative (1852.227-72) (JUL 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:

TITLE:	OFFICE CODE AND ADDRESS (including zipcode)	
New Technology Representative	Code 504, Goddard Space Flight Center, Greenbelt, MD 20771	
Patent Representative	Code 503, Goddard Space Flight Center, Greenbelt, MD 20771	

(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 of the above-named representatives are set forth in 1827.305-370 of the NASA FAR Supplement.

(End of clause)

G.7	NASA Contractor Financial Management Reporting (1852.242-73) (NOV 2004)

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

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

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

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

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

(End of clause)

G.8	Contractor Requests for Government-Provided Property (1852.245-70) (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 the Contracting 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 requests 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.

(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 clause at 52.245-1, Government Property.

(End of clause)

G.9	Installation-Accountable Government Property (1852.245-71) (DEVIATION) (SEP 2007) 

(a) The Government property described in paragraph (c) of this clause may be made available to the Contractor on a no-charge basis for use in performance of this contract. This property shall be utilized only within the physical confines of the NASA installation that provided the property unless authorized by the contracting officer under (b)(1)(iv). Under this clause, the Government retains accountability for, and title to, the property, and the Contractor shall comply with the following:

(1) NASA Procedural Requirements (NPR) 4100.1, NASA Materials Inventory Management Manual
(2) NASA Procedural Requirements (NPR) 4200.1, NASA Equipment Management Procedural Requirements
(3) NASA Procedural Requirement (NPR) 4300.1, NASA Personal Property Disposal Procedural Requirements
(4) Notify the cognizant property custodian, COTR, and the Installation Security Officer immediately if theft of Government property is suspected or property cannot be located
(5) Identify Government property equipment that is no longer considered necessary for performance of the contract.
(6) Ensure that equipment is turned in to the Property Disposal Officer through the cognizant property custodian when no Disposal Officer through the cognizant property custodian when no longer needed. This is the only acceptable procedure for disposal of Government Property.
(7) Do not relocate Government property within Government premises or remove Government property from Government premises without written approval.
(8) Ensure that Government property, including property leased to the Government, is used only for the purposes of performing the contract.
(9) Ensure that Government property is protected and conserved.

Property not recorded in NASA property systems must be managed in accordance with the requirements of FAR 52.245-1.

The Contractor shall establish and adhere to a system of written procedures to assure continued, effective management control and compliance with these user responsibilities. Such procedures must include holding employees liable, when appropriate, for loss, damage, or destruction of Government property.

(b)(1) The official accountable recordkeeping, financial control, and reporting of the property subject to this clause shall be retained by the Government and accomplished within NASA management information systems prescribed by the installation Supply and Equipment Management Officer (SEMO) and Financial Management Officer. If this contract provides for the Contractor to acquire property, title to which will vest in the Government, the following additional procedures apply:

(i) The Contractor's purchase order shall require the vendor to deliver the property to the installation central receiving area.
(ii) The Contractor shall furnish a copy of each purchase order, prior to delivery by the vendor, to the installation central receiving area.
(iii) The Contractor shall establish a record of the property as required by FAR 52.245-1, Government Property, and furnish to the Industrial Property Officer a DD Form 1149, Requisition and Invoice/Shipping Document, (or installation equivalent) to transfer accountability to the Government within 5 working days after receipt of the property by the Contractor. The Contractor is accountable for all contractor-acquired property until the property is transferred to the Government's accountability.
(iv) Contractor use of Government property at an off-site location and off-site subcontractor use require advance approval of the Contracting Officer and notification of the Industrial Property Officer. The property shall be considered Government furnished and the Contractor shall assume accountability and financial reporting responsibility. The Contractor shall establish records and property control procedures and maintain the property in accordance with the requirements of FAR 52.245-1, Government Property, until its return to the installation. NASA Procedural Requirements related to property loans shall not apply to offsite use of property by contractors.
(2) After transfer of accountability to the Government, the Contractor shall continue to maintain such internal records as are necessary to execute the user responsibilities identified in paragraph (a) of this clause and document the acquisition, billing, and disposition of the property. These records and supporting documentation shall be made available, upon request, to the SEMO and any other authorized representatives of the Contracting Officer.

(c) The following property and services are provided if checked.

(1) Office space, work area space, and utilities. Government telephones are available for official purposes only. 
(2) Office furniture.
(3) Property listed in Attachment I.
(i) If the Contractor acquires property, title to which vests in the Government pursuant to other provisions of this contract, this property also shall become accountable to the Government upon its entry into Government records. 
(ii) The Contractor shall not bring to the installation for use under this contract any property owned or leased by the Contractor, or other property that the Contractor is accountable for under any other Government contract, without the Contracting Officer's prior written approval.
(4) Supplies from stores stock.
(5) Publications and blank forms stocked by the installation.
(6) Safety and fire protection for Contractor personnel and facilities.
(7) Installation service facilities: None
(8) Medical treatment of a first-aid nature for Contractor personnel injuries or illnesses sustained during on-site duty.
(9) Cafeteria privileges for Contractor employees during normal operating hours.
(10) Building maintenance for facilities occupied by Contractor personnel.
(11) Moving and hauling for office moves, movement of large equipment, and delivery of supplies. Moving services may be provided on-site, as approved by the Contracting Officer.

(End of clause)

G.10	FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY OF CONTRACTORS 
(1852.245-73) (SEPTEMBER 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: Gary Morris, IPO Officer, Goddard Space Flight Center, Mail Code 273.0, Greenbelt, MD 20771, Office: 301-286-5031, Email: Gary.V.Morris@nasa.gov, 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 planned activity such as planned purchases or NASA Form 533 (NF 533 Contractor Financial Management Report) cost estimates.   It should be supported and documented by historical experience or other corroborating evidence, and be retained in accordance with FAR Subpart 4.7, Contractor Records Retention.   Contractors shall validate the reasonableness of the estimates and associated 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 (IPO) 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 of the 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.11	Identification and Marking of Government Equipment (1852.245-74) (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 Methods/Techniques", and NASA Standard (NASA-STD) 6002, "Applying Data Matrix Identification Symbols on Aerospace 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 will 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).
(3) Unit Price.
(4) An explanation of the data used to make the unique identification number.

(d) For 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 receiving activity listed below:

Goddard Space Flight Center
Building 16W, Code 279
Greenbelt, MD  20771

(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.12	Property Management Changes (1852.245-75) (DEVIATION) (SEP 2007) 

(a) The Contractor shall submit any changes to standards and practices used for management and control of Government property under this contract to the assigned property administrator and Industrial Property Officer (IPO), prior to making the change whenever the change - 

(1) Employs a standard that allows increase in thresholds or changes the timing for reporting loss, damage, or destruction of property;
(2) Alters physical inventory timing or procedures;
(3) Alters recordkeeping practices;
(4) Alters practices for recording the transport or delivery of Government property; or
(5) Alters practices for disposition of Government property.

(b) The Contractor shall contact the IPO at: Gary Morris, IPO Officer, Goddard Space Flight Center, Mail Code 273.0, Greenbelt, MD 20771, Office: 301-286-5031, Email: Gary.V.Morris@nasa.gov.

(End of clause)

G.13	List of government furnished pursuant to far 52.245-1 (1852.245-76) (Deviation) (september 2007)
(a)	For performance of work under this contract, the Government will make available Government property identified in Attachment I 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 NASA Goddard Space Flight Center 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.14	PHYSICAL INVENTORY OF CAPITAL PERSONAL PROPERTY (1852.245-78) (DEVIATION) (SEPTEMBER 2007)
(a) In addition to physical inventory requirements under the clause at FAR 52.245-1, Government Property, the Contractor shall conduct annual physical inventories for individual property items with an acquisition cost exceeding $100,000.  
(1)  The Contractor shall inventory --
(i) Items of property furnished by the Government; 
(ii) Items acquired by the Contractor and titled to the Government under the clause at FAR 52.245-1;
(iii) Items constructed by the Contractor and not included in the deliverable, but titled to the Government under the clause at FAR 52.245-1; and
(iv) Complete but undelivered deliverables.
(2) The Contractor shall use the physical inventory results to validate the property record data, specifically location, condition and use status, and to prepare summary reports of inventory as described in paragraph (c) of this clause.  
(b) Unless specifically authorized in writing by the NASA Industrial Property Officer (IPO), the inventory shall be performed and posted by individuals other than those assigned custody of the items, responsibility for maintenance, or responsibility for posting to the property record.  The Contractor may request a waiver from this separation of duties requirement from the NASA IPO, when all of the conditions in either (1) or (2) below are met.
(1) The Contractor utilizes an electronic system for property identification, such as a laser bar-code reader or radio frequency identification reader, and 
(i) The programs or software preclude manual data entry of inventory identification data by the individual performing the inventory; and
(ii) The inventory and property management systems contain sufficient management controls to prevent tampering and assure proper posting of collected inventory data.
(2) The Contractor has limited quantities of property, limited personnel, or limited property systems; and, 
(i)  The Contractor provides written confirmation that the Government property exists in the recorded condition and location; and
(ii) The items continue to be used exclusively for performance of the contract or as otherwise authorized by the Contracting Officer.
(3) The Contractor shall submit the request to the cognizant property administrator and obtain approval from the IPO prior to implementation of the practice.
(c) The Contractor shall report the results of the physical inventory to the property administrator and the NASA Industrial Property Officer within 10 calendar days of completion of the physical inventory.  The report shall --
(1) Provide a summary showing number and value of items inventoried; and
(2) Include additional supporting reports of --
(i) Loss, damage or destruction, in accordance with the clause at 52.245-1, Government Property;
(ii) Idle property available for reuse or disposition; and 
(iii) A summary of adjustments made to location, condition, status, or user as a result of the physical inventory reconciliation.
(d) The Contractor shall retain all physical inventory records, including records of all transactions associated with inventory reconciliation. All records shall be subject to Government review and/or audit. 
(End of clause)

G.15	Travel Outside of the United States (1852.242-71) (DEC 1988)

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

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

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

(End of clause)

[END OF SECTION]

SECTION
H	: CONTRACT CLAUSES
OF RFP NNG08234094J

H.1	SECTION H CLAUSES INCORPORATED BY REFERENCE

(1852.208-81)	Restrictions on Printing and Duplicating (NOV 2004)
(1852.223-75)	Major Breach of Safety or Security (FEB 2002)
(1852.228-72)	CROSS-WAIVER OF LIABILITY FOR SPACE SHUTTLE SERVICES (SEPT 1993)
(1852.228-76)	CROSS-WAIVER OF LIABILITY FOR SPACE STATION ACTIVITIES (DEC 1994)
 (1852.244-70)	GEOGRAPHIC PARTICIPATION IN THE AEROSPACE PROGRAM (APR 1985)

(End of Reference Section)

H.2	CONTRACTOR PERSONNEL—IDENTIFICATION, ONSITE REPORTING, AND
CHECKOUT PROCEDURES (GSFC 52.204‑99) (SEP 2008)

(a) In accordance with FAR 52.204-9, Personal Identity Verification of Contractor Personnel, the Contractor shall follow Steps 1 through 6 described in Attachment J, Personal Identity Verification (PIV) Card Issuance Procedures, for each contract employee (prime and subcontractor) who will have physical access to a NASA-controlled facility (also referred to as “onsite”). The Contractor must apply for permanent NASA/GSFC PIV cards for those contract employees who will be employed by the Contractor onsite for at least six months. The GSFC Security Division will consider permanent PIV cards for other employees of the Contractor on a case-by-case basis, such as employees that are not resident onsite, but must frequently visit. In the future, upon written notice from the Contracting Officer, the Contractor shall proceed with Step 7 of Attachment J for PIV credentials for all onsite contract personnel with PIV cards. In addition, upon future written notice from the Contracting Officer, the Contractor shall follow Steps 1 through 7 in Attachment J for each offsite contract employee (prime and subcontractor) who require remote access to a NASA information system for contract performance.

(b) The Contractor shall notify the GSFC Security Division, Code 240, Attention: PIV Manager, and the Contracting Officer’s Technical Representative (COTR) of the contractor’s designated PIV Requester within 15 calendar days after award of this contract. The NASA maintained PIV system contains work and home location and contact information for personnel that have permanent NASA PIV cards. The Contractor may contact the PIV Manager, Tel 301-286-2306 for assistance regarding the PIV system.

(c) Each contract employee shall provide to the Contractor’s designated PIV Requester the basic identifying information required for a PIV Request to be initiated in the PIV System. The PIV Request must be approved by the PIV Sponsor (COTR or the Contracting Officer). The COTR will resolve any housing or access issues, and review the request for accuracy and completeness. Requests that are approved by the PIV Sponsor will be forwarded to the GSFC Security Division, Code 240, PIV Authorization, Badge enrollment, and Badge issuance.

(d) The Contractor shall submit an annotated PIV Report each month. The GSFC PIV Manager will furnish a PIV print-out to the Contractor no later than the end of each month. The Contractor shall annotate this provided report monthly to correct and update the information as follows:

(1) Draw a line through the names of employees who are no longer employed by the contractor or that no longer work onsite under the contract, and;
(2) Make handwritten changes to any other incorrect data.

The annotated PIV Report shall be separately submitted to the GSFC Security Division, Code 240, Attention: PIV Manager, and to the COTR by the 10th calendar day of the month.

(e) The Contractor shall ensure that all personnel who have NASA/GSFC issued PIV cards, keys or other property who leave its employment or that no longer work onsite, process out through the GSFC Security Division, Code 240. Employees must return all GSFC issued identification and any Government property no later than the last day of their employment. The Contractor shall establish appropriate procedures and controls to ensure this is accomplished. Failure to comply may result in the exercise of Government rights to limit and control access to Government premises, including denial of access and invalidation of NASA issued PIV cards and identification.

(End of clause)

H.3	GOVERNMENT PREMISES—PHYSICAL ACCESS AND COMPLIANCE WITH
	PROCEDURES (GSFC 52.211‑95) (AUG 2008)

(a)(1) The Contractor must apply for permanent NASA/GSFC Personal Identity Verification (PIV) cards (badges) for those employees that will be employed by the Contractor and subcontractors and that will be resident for at least six months at GSFC or at locations controlled by GSFC, such as GSFC leased space. Other personnel may be issued a temporary badge. All personnel must conspicuously display the GSFC PIV card at, or above, the waistline. Refer to GSFC clause 52.204-99, “Contractor Personnel—Identification, Onsite Reporting, and Checkout Procedures” for permanent PIV card issuance procedures.
(2) Visits by foreign nationals are restricted and must be necessary for the performance of the contract and concurred with by the Contracting Officer or by the Contracting Officer’s Technical Representative. Approval of such visits must be approved in advance in accordance with GPR 1600.1.
(3) Access to the GSFC may be changed or adjusted in response to threat conditions or special situations.

(b) While on Government premises, the Contractor shall comply with requirements governing the conduct of personnel and the operation of the facility. These requirements are set forth in NASA-wide or installation directives, procedures, handbooks and announcements. The following cover many of the requirements:

(1) Coordinated Harassment/Discrimination Inquiry Guidelines
http://internal.gsfc.nasa.gov/directives/security.html
(2) GSFC Workplace Violence Announcement
http://gdms.gsfc.nasa.gov/gdmsnew/srv/GDMSNEWDatabaseObjectdocument_id=7727
(3) GMI 1152.9, Facilities Coordination Committee
(4) GPR 1600.1, GSFC Security Manual
(5) GPR 1700.1, Occupational Safety Program
(6) GPR 1700.2, Chemical Hygiene Plan
(7) GPR 1800.1, GSFC Smoking Guidelines
(8) GPR 1800.2, Occupational Health Program
(9) GPR 1860.1, Ionizing Radiation Protection
(10) GPR 1860.2, Laser Radiation Protection
(11) GPR 1860.3, Radio Frequency Radiation Safety
(12) GPR 1860.4, Ultraviolet and High Intensity Light Radiation Protection
(13) GPR 2570.1, Radio Frequency Equipment Licensing
(14) GPD 8500.1, Environmental Program Management
(15) GPR 8710.2, Emergency Preparedness Program for Greenbelt
(16) GPD 8715.1, GSFC Safety Policy
(17) GPR 8715.1, Processing of NASA Safety Reporting System (NSRS) Incident Reports

Copies of the current issuances may be obtained at <http://gdms.gsfc.nasa.gov> or from the Contracting Officer. The above list may be modified by the Contracting Officer to include additional issuances pertaining to the conduct of personnel and the operation of the facility. 

(c) The Contractor may not use official Government mail (indicia or "eagle" mail). Contractors found in violation could be liable for a fine of $300 per piece of indicia mail used. However, the Contractor is allowed to use internal GSFC mail to the extent necessary for purposes of the contract.

(End of clause)

H.4	REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFEROR
(GSFC 52.215-90) (NOV 1999)

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 [insert date of offer] are hereby incorporated by reference in this resulting contract.

(End of clause)

H.5	TASK ORDERING PROCEDURE (1852.216-80) (OCT 1996)

(a) Only the Contracting Officer may issue task orders to the Contractor, providing specific authorization or direction to perform work within the scope of the contract and as specified in the schedule. The Contractor may incur costs under this contract in performance of task orders and task order modifications issued in accordance with this clause. No other costs are authorized unless otherwise specified in the contract or expressly authorized by the Contracting Officer.

(b) Prior to issuing a task order, the Contracting Officer shall provide the Contractor with the following data:

(1) A functional description of the work identifying the objectives or results desired from the contemplated task order.
(2) Proposed performance standards to be used as criteria for determining whether the work requirements have been met.
(3) A request for a task plan from the Contractor to include the technical approach, period of performance, appropriate cost information, and any other information required to determine the reasonableness of the Contractor's proposal.

(c) Within 14 calendar days after receipt of the Contracting Officer's request, the Contractor shall submit a task plan conforming to the request.

(d) After review and any necessary discussions, the Contracting Officer may issue a task order to the Contractor containing, as a minimum, the following:

(1) Date of the order.
(2) Contract number and order number.
(3) Functional description of the work identifying the objectives or results desired from the task order, including special instructions or other information necessary for performance of the task.
(4) Performance standards, and where appropriate, quality assurance standards.
(5) Maximum dollar amount authorized (cost and fee or price). This includes allocation of award fee among award fee periods, if applicable.
(6) Any other resources (travel, materials, equipment, facilities, etc.) authorized.
(7) Delivery/performance schedule including start and end dates.
(8) If contract funding is by individual task order, accounting and appropriation data.

(e) The Contractor shall provide acknowledgment of receipt to the Contracting Officer within three (3) calendar days after receipt of the task order.

(f) If time constraints do not permit issuance of a fully defined task order in accordance with the procedures described in paragraphs (a) through (d), a task order which includes a ceiling price may be issued.

(g) The Contracting Officer may amend tasks in the same manner in which they were issued.

(h) In the event of a conflict between the requirements of the task order and the Contractor's approved task plan, the task order shall prevail.

(End of clause)

H.6	EXPORT LICENSES (1852.225-70) (FEB 2000) -- ALTERNATE I (FEB 2000) 

(a) The Contractor shall comply with all U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120 through 130, and the Export Administration Regulations (EAR), 15 CFR Parts 730 through 799, in the performance of this contract. In the absence of available license exemptions/exceptions, the Contractor shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

(b) The Contractor shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of this contract, including instances where the work is to be performed on-site at any Government installation, where the foreign person will have access to export-controlled technical data or software.

(c) The Contractor shall be responsible for all regulatory record keeping requirements associated with the use of licenses and license exemptions/exceptions.

(d) The Contractor shall be responsible for ensuring that the provisions of this clause apply to its subcontractors.

(e) The Contractor may request, in writing, that the Contracting Officer authorize it to export ITAR-controlled technical data (including software) pursuant to the exemption at 22 CFR 125.4(b) (3). The Contracting Officer or designated representative may authorize or direct the use of the exemption where the data does not disclose details of the design, development, production, or manufacture of any defense article.

(End of clause)

H.7	SAFETY AND HEALTH--ADDITIONAL REQUIREMENTS (GSFC 52.223-91) (NOV 2005)

(a) Other safety and health requirements. In addition to compliance with all Federal, state, and local laws as required by paragraph (d) of NFS clause 18-52.223-70, the Contractor shall comply with the following:

Monthly health and safety report using NASA Incident Reporting Information System (IRIS).  Specify incidents, disabling injuries, lost work days incident rate, days lost, property damage cost, manhours worked/month, and total employees.  Access form available at ftp://ftp.hq.nasa.gov/forms/pdf/nhq224.pdf.  Until access is approved use template available at http://safety1st.gsfc.nasa.gov under Contractor Safety and e-mail to Lisa.L.Cutler@nasa.gov.

(b) Reporting. The immediate notification and prompt reporting required by paragraph (d) of NFS clause 1852.223-70 shall be to the Goddard Space Flight Center Safety and Environmental Division, Code 250, Tel 301-286-6296 and to the Contracting Officer. This should be a verbal notification and confirmed by FAX or E-Mail. This notification is also required for any unsafe or environmentally hazardous condition associated with Government-owned property that is provided or made available for the performance of the contract.

(End of clause)

H.8	APPLICABILITY OF RIGHTS IN DATA – SPECIAL WORKS (GSFC 52.227‑93) (MAR 2008)

The "Rights in Data - Special Works" clause of this contract applies to the following aspects (or items):

Any data requested by the Government for any legitimate government use.

(End of clause)

H.9	RIGHTS IN DATA (GSFC 52.227-99 ) (MAR 2008)

The default Data Rights clause under this contract is FAR 52.227-14 RIGHTS IN DATA-GENERAL as modified by NASA FAR Supplement 1852.227-14—Alternate II and Alternate III and GSFC 52.227-90.  Any exceptions to this clause will be covered by FAR 52.227-17 RIGHTS IN DATA--SPECIAL WORKS as modified by NASA FAR Supplement 1852.227-17, and, if applicable, GSFC 52.227-93.

(End of clause)

H.10	GOVERNMENT PROPERTY--COMPLIANCE WITH SAFETY STANDARDS (GSFC 52.223‑92) (JUL 2006)

This contract involves the use of Government-furnished property or installation provided property.  If any of the property does not conform to applicable Federal, state, or local safety standards, the Contractor shall promptly notify the Contracting Officer in writing (with a copy to the GSFC Safety Officer, Code 250).

(End of clause)

H.11	Safety and health (1852.223-70) (April 2002)

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

   (b) The Contractor shall take all reasonable safety and occupational health measures in performing this contract. The Contractor shall comply with all Federal, State, and local laws applicable to safety and occupational health and with the safety and occupational health standards, specifications, reporting requirements, and any other relevant requirements of this contract.

  (c) The Contractor shall take, or cause to be taken, any other safety, and occupational health measures the Contracting Officer may reasonably direct.  To the extent that the Contractor may be entitled to an equitable adjustment for those measures under the terms and conditions of this contract, the equitable adjustment shall be determined pursuant to the procedures of the changes clause of this contract; provided, that no adjustment shall be made under this Safety and Health clause for any change for which an equitable adjustment is expressly provided under any other clause of the contract.

  (d) The Contractor shall immediately notify and promptly report to the Contracting Officer or a designee any accident, incident, or exposure resulting in fatality, lost-time occupational injury, occupational disease, contamination of property beyond any stated acceptable limits set forth in the contract Schedule; or property loss of $25,000 or more, or Close Call (a situation or occurrence with no injury, no damage or only minor damage (less than $1,000) but possesses the potential to cause any type mishap, or any injury, damage, or negative mission impact) that may be of immediate interest to NASA, arising out of work performed under this contract.  The Contractor is not required to include in any report an expression of opinion as to the fault or negligence of any employee.  In addition, service contractors (excluding construction contracts) shall provide quarterly reports specifying lost-time frequency rate, number of lost-time injuries, exposure, and accident/incident dollar losses as specified in the contract Schedule.

  (e) The Contractor shall investigate all work-related incidents, accidents, and Close Calls, to the extent necessary to determine their causes and furnish the Contracting Officer a report, in such form as the Contracting Officer may require, of the investigative findings and proposed or completed corrective actions.

  (f)(1) The Contracting Officer may notify the Contractor in writing of any noncompliance with this clause and specify corrective actions to be taken.  When the Contracting Officer becomes aware of noncompliance that may pose a serious or imminent danger to safety and health of the public, astronauts and pilots, the NASA workforce (including contractor employees working on NASA contracts), or high value mission critical equipment or property, the Contracting Officer shall notify the Contractor orally, with written confirmation. The Contractor shall promptly take and report any necessary corrective action.

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

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

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

   (2) The work includes construction, alteration, or repair of facilities in excess of the simplified acquisition threshold.

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

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

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

  (i) Authorized Government representatives of the Contracting Officer shall have access to and the right to examine the sites or areas where work under this contract is being performed in order to determine the adequacy of the Contractor's safety and occupational health measures under this clause.

  (j) The contractor shall continually update the safety and health plan when necessary.  In particular, the Contractor shall furnish a list of all hazardous operations to be performed, and a list of other major or key operations required or planned in the performance of the contract, even though not deemed hazardous by the Contractor. NASA and the Contractor shall jointly decide which operations are to be considered hazardous, with NASA as the final authority.  Before hazardous operations commence, the Contractor shall submit for NASA concurrence --

      (1) Written hazardous operating procedures for all hazardous operations; and/or

      (2) Qualification standards for personnel involved in hazardous operations.

(End of clause)

H.12	ACCESS TO SENSITIVE INFORMATION (1852.237-72) (JUN 2005)

(a) As used in this clause, “sensitive information” refers to information that a contractor has developed at private expense, or that the Government has generated that qualifies for an exception to the Freedom of Information Act, which is not currently in the public domain, and which may embody trade secrets or commercial or financial information, and which may be sensitive or privileged.

(b) To assist NASA in accomplishing management activities and administrative functions, the Contractor shall provide the services specified elsewhere in this contract.

(c) If performing this contract entails access to sensitive information, as defined above, the Contractor agrees to—

(1) Utilize any sensitive information coming into its possession only for the purposes of performing the services specified in this contract, and not to improve its own competitive position in another procurement.
(2) Safeguard sensitive information coming into its possession from unauthorized use and disclosure.
(3) Allow access to sensitive information only to those employees that need it to perform services under this contract.
(4) Preclude access and disclosure of sensitive information to persons and entities outside of the Contractor's organization.
(5) Train employees who may require access to sensitive information about their obligations to utilize it only to perform the services specified in this contract and to safeguard it from unauthorized use and disclosure.
(6) 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.
(7) 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.

(d) The Contractor will comply with all procedures and obligations specified in its Organizational Conflicts of Interest Avoidance Plan, which this contract incorporates as a compliance document.

(e) The nature of the work on this contract may subject the Contractor and its employees to a variety of laws and regulations relating to ethics, conflicts of interest, corruption, and other criminal or civil matters relating to the award and administration of government contracts. Recognizing that this contract establishes a high standard of accountability and trust, the Government will carefully review the Contractor's performance in relation to the mandates and restrictions found in these laws and regulations. Unauthorized uses or disclosures of sensitive information may result in termination of this contract for default, or in debarment of the Contractor for serious misconduct affecting present responsibility as a government contractor.

(f) The Contractor shall include the substance of this clause, including this paragraph (f), suitably modified to reflect the relationship of the parties, in all subcontracts that may involve access to sensitive information.

(End of clause)

H.13	RELEASE OF SENSITIVE INFORMATION (1852.237-73) (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 Contractor 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 shall identify any sensitive information submitted in support of this proposal or in performing this contract. 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:
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 at NFS 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 shall 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 service 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 contract and 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.
(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 provider to 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 National 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)

H.14	CONTRACTOR-PROPOSED ENHANCEMENTS/INNOVATIONS

Contractor shall provide the enhancements/innovations that are described in Attachment K. These enhancement/innovations, which are over and above the requirements required by the contract terms and conditions and were proposed by the Contractor in the proposal submitted in response to the FDSS requirement. The incorporation of these enhancements/innovations does not relieve the Contractor from the responsibilities of meeting all other contract terms and conditions and FDSS Statement of Work. The Contractor shall perform these enhancements as per Attachment K, unless specifically waived by the Contracting Officer in writing.

(End of text)

H.15	observance of legal holidays (1852.242-72)(aug 1992) (alternate II) (oct 2000)

(a) The on-site Government personnel observe the following holidays: 
New Year's Day 
Labor Day 
Martin Luther King, Jr.'s Birthday 
Columbus Day 
President's Day 
Veterans Day 
Memorial Day 
Thanksgiving Day 
Independence Day 
Christmas Day 
Any other day designated by Federal statute, Executive order, or the President's proclamation. 
(b) When any holiday falls on a Saturday, the preceding Friday is observed. When any holiday falls on a Sunday, the following Monday is observed. Observance of such days by Government personnel shall not by itself be cause for an additional period of performance or entitlement of compensation except as set forth within the contract. 
(c) When the NASA installation grants administrative leave to its Government employees (e.g., as a result of inclement weather, potentially hazardous conditions, or other special circumstances), Contractor personnel working on-site should also be dismissed. However, the contractor shall provide sufficient on-site personnel to perform round-the-clock requirements of critical work already in process, unless otherwise instructed by the Contracting Officer or authorized representative. 
(d) Whenever administrative leave is granted to Contractor personnel pursuant to paragraph (c) of this clause, it shall be without loss to the Contractor. The cost of salaries and wages to the Contractor for the period of any such excused absence shall be a reimbursable item of cost under this contract for employees in accordance with the Contractor's established accounting policy. 
(End of clause)

[END OF SECTION]

SECTION
I	: CONTRACT CLAUSES
OF RFP NNG08234094J

I.1	Clauses Incorporated by Reference (52.252-2) (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:
http://www.acqnet.gov/far/

NASA FAR Supplement (NFS) clauses:
http://www.hq.nasa.gov/office/procurement/regs/nfstoc.htm

(a) FEDERAL ACQUISITION REGULATIONS (48 CFR CHAPTER 1)

(52.202-1)	Definitions (JUL 2004)
(52.203-3)	Gratuities (APR 1984)
(52.203-5)	Covenant Against Contingent Fees (APR 1984)
(52.203-6)	Restrictions on Subcontractor Sales to the Government
(SEP 2006)
(52.203-7)	Anti-Kickback Procedures (JUL 1995)
(52.203-8)	Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (JAN 1997)
(52.203-10)	Price or Fee Adjustment for Illegal or Improper Activity
(JAN 1997)
(52.203-12)	Limitation on Payments to Influence Certain Federal
Transactions (SEP 2007)
(52.203-13)	Contractor code of business ethics and conduct (Dec 2007)
(52.203-14)	display of hotline poster(s) (Dec 2007)
(52.204-2)	Security Requirements (AUG 1996)
(52.204-4)	Printed or Copied Double-Sided on Recycled Paper (AUG 2000)
(52.204-7)	CENTRAL CONTRACTOR REGISTRATION (apr 2008)
(52.204-9)	PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL
-(SEP 2007)
(52.209-6)	Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (SEP 2006)
(52.215-2)	Audit and Records - Negotiation (JUN 1999)
(52.215-8)	Order of Precedence - Uniform Contract Format (OCT 1997)
(52.215-11)	PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA—MODIFICATION (OCT 1997)
(52.215-13)	Subcontractor Cost or Pricing Data - Modifications (OCT 1997)
(52.215-14)	Integrity of Unit Prices (OCT 1997)
(52.215-15)	Pension Adjustments and Asset Reversions (OCT 2004)
(52.215-18)	REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS
(PRB) OTHER THAN PENSIONS (JUL 2005)
(52.215-19)	NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997)
(52.215-21)	REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA –MODIFICATIONS (OCT 1997)
(52.216-7)	ALLOWABLE COST AND PAYMENT (DEC 2002)
(52.219-6)	NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (JUN 2003)
(52.219-8)	UTILIZATION OF SMALL BUSINESS CONCERNS (MAY 2004)
(52.219-14)	LIMITATIONS ON SUBCONTRACTING (DEC 1996)
(52.219-25)	Small Disadvantaged Business Participation Program-Disadvantaged Status and Reporting (APR 2008)
(52.222-1)	Notice to the Government of Labor Disputes (FEB 1997)
(52.222-3)	Convict Labor (JUN 2003)
(52.222-4)	Contract Work Hours and Safety Standards Act - Overtime Compensation (JUL 2005)
(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)
(52.222-39)	NOTIFIcation of employee rights concerning payment of union dues or fees (dec 2004)
(52.222-50)	combating trafficking in persons (AUG 2007)
(52.223-5)	Pollution Prevention and Right-to-Know Information (AUG 2003)
(52.223-6)	drug free work place (may 2001)
(52.223-10)	Waste Reduction Program (AUG 2000)
(52.223-14)	Toxic Chemical Release Reporting (AUG 2003)
(52.223-17)	Affirmative Procurement of EPA-designated Items in Service and Construction Contracts (May 2008)
(52.225-13)	Restrictions on certain foreign purchases (feb 2006)
(52.227-1)	Authorization and consent (DEC 2007)
(52.227-2)	Notice and assitance regarding patent and copy-right infringement (DEC 2007)
(52.227-3)	Patent indemnity (apr 1984) – Alternate I (apr 1984) [para (c) fill-in  (hereafter: "following items"—specified per task order.]
(52.227-11)	PATENT RIGHTS – OWNERSHIP BY CONTRACTOR (DEC 2007) AS MODIFIED BY 1852.227-11
(52.227-16)	additional data requirements (jun 1987)
(52.227-23)	RIGHTS TO PROPOSAL DATA (TECHNICAL) (JUN 1987) [fill-in  (hereafter: "pages" -- TBP and hereafter: "dated" -- TBP]
(52.228-7)	Insurance - Liability to Third Persons (MAR 1996)
(52.232-17)	Interest (JUN 1996)
(52.232-22)	Limitation of Funds (APR 1984)
(52.232-23)	Assignment of Claims (JAN 1986)
(52.232-25)	Prompt payment (OCT 2003) – alternate i (feb 2002)
(52.232-34)	PAYMENT BY ELECTRONIC FUNDS TRANSFER--OTHER THAN CENTRAL CONTRACTOR REGISTRATION (MAY 1999) [para (b)(1) fill-in  (hereafter: "designated office"-- NASA/Shared Services Center Financial Management Division (FMD) Accounts Payable, Bldg 1111, C. Road, Stennis Space Center, MS 39529, no later than concurrent with the first request for payment.] 
(52.233-1)	Disputes (JUL 2002) - Alternate I (DEC 1991)
(52.233-3)	Protest after Award (AUG 1996) - Alternate I (JUN 1985)
(52.233-4)	Applicable Law for Breach of Contract Claim (OCT 2004)
(52.237-2)	Protection of Government Buildings, Equipment, and Vegetation (APR 1984)
(52.237-3)	Continuity of Services (JAN 1991)
(52.239-1) 	privacy or security safeguards (aug 1996)
(52.242-1)	Notice of Intent to Disallow Costs (APR 1984)
(52.242-3)	Penalties for Unallowable Costs (MAY 2001)
(52.242-4)	Certification of Final Indirect Costs (JAN 1997)
(52.242-13)	Bankruptcy (JUL 1995)
(52.243-2)	Changes - Cost-Reimbursement (AUG 1987) - Alternate II (APR 1984)
(52.244-2)	SUBCONTRACTS (JUN 2007) [paragraph (j) is “TBP”] 
(52.244-5)	Competition in Subcontracting (DEC 1996)
(52.245-1)	Government property (jun 2007)
(52.245-9)	Use and charges (jun 2007)
(52.246-25)	Limitation of Liability - Services (FEB 1997)
(52.247-1)	COMMERCIAL BILL OF LADING NOTATIONS (FEB 2006)
(52.247-63)	PREference for u.s.-flag air carriers (Jun 2003)
(52.248-1)	Value Engineering (FEB 2000)
(52.249-6)	Termination (Cost-Reimbursement) (MAY 2004) 
(52.249-14)	Excusable Delays (APR 1984)
(52.251-1)	Government Supply Sources (APR 1984)

(b) NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) PROVISIONS

(1852.203-70)	Display of Inspector General Hotline Posters (JUN 2001)
(1852.216-89)	Assignment and Release Forms (JUL 1997)
(1852.219-77)	NASA MENTOR-protégé PROGRAM (MAY 1999)
(1852.219-79)	Mentor Requirements and Evaluation (MAR 1999)
(1852.223-74)	Drug-and alcohol-free workforce (MAR 1996)
(1852.235-70)	CENTER FOR aerospace (dec 2006)
(1852.235-73)	Final Scientific and Technical Reports (DEC 2006)
(1852.242-78)	Emergency Medical Services and Evacuation (APR 2001)
(1852.243-71)	Shared Savings (MAR 1997)

(End of By Reference Section)

I.2	Estimate of Percentage of Recovered Material Content for EPA-Designated Items (52.223-9) (May 2008) -- Alternate i (May 2008)
(a) Definitions. As used in this clause— 
“Postconsumer material” means a material or finished product that has served its intended use and has been discarded for disposal or recovery, having completed its life as a consumer item. Postconsumer material is a part of the broader category of “recovered material.” 
“Recovered material” means waste materials and by-products recovered or diverted from solid waste, but the term does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process. 
(b) The Contractor shall execute the following certification required by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. 6962(i)(2)(C)): 
Certification 
I, _______________ (name of certifier), am an officer or employee responsible for the performance of this contract and hereby certify that the percentage of recovered material content for EPA-designated items met the applicable contract specifications or other contractual requirements. 
__________________________________________________
[Signature of the Officer or Employee] 
__________________________________________________
[Typed Name of the Officer or Employee] 
__________________________________________________
[Title] 
__________________________________________________
[Name of Company, Firm, or Organization] 
__________________________________________________
[Date] 
(End of certification) 

I.3	RIGHTS IN DATA – GENERAL (52.227-14) (DEC 2007) AS MODIFIED BY nfs 1852.227-14, ALTERNATES II AND III

(a) Definitions. As used in this clause— 
“Computer database” or “database means” a collection of recorded information in a form capable of, and for the purpose of, being stored in, processed, and operated on by a computer. The term does not include computer software. 
“Computer software”— 
(1) Means 
(i) Computer programs that comprise a series of instructions, rules, routines, or statements, regardless of the media in which recorded, that allow or cause a computer to perform a specific operation or series of operations; and 
(ii) Recorded information comprising source code listings, design details, algorithms, processes, flow charts, formulas, and related material that would enable the computer program to be produced, created, or compiled. 
(2) Does not include computer databases or computer software documentation. 
“Computer software documentation” means owner’s manuals, user’s manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provide instructions for using the software. 
“Data” means recorded information, regardless of form or the media on which it may be recorded. The term includes technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information. 
“Form, fit, and function data” means data relating to items, components, or processes that are sufficient to enable physical and functional interchangeability, and data identifying source, size, configuration, mating and attachment characteristics, functional characteristics, and performance requirements. For computer software it means data identifying source, functional characteristics, and performance requirements but specifically excludes the source code, algorithms, processes, formulas, and flow charts of the software. 
“Limited rights” means the rights of the Government in limited rights data as set forth in the Limited Rights Notice of paragraph (g)(3) if included in this clause. 
“Limited rights data” means data, other than computer software, that embody trade secrets or are commercial or financial and confidential or privileged, to the extent that such data pertain to items, components, or processes developed at private expense, including minor modifications. 
“Restricted computer software” means computer software developed at private expense and that is a trade secret, is commercial or financial and confidential or privileged, or is copyrighted computer software, including minor modifications of the computer software. 
“Restricted rights,” as used in this clause, means the rights of the Government in restricted computer software, as set forth in a Restricted Rights Notice of paragraph (g) if included in this clause, or as otherwise may be provided in a collateral agreement incorporated in and made part of this contract, including minor modifications of such computer software. 
“Technical data” means recorded information (regardless of the form or method of the recording) of a scientific or technical nature (including computer databases and computer software documentation). This term does not include computer software or financial, administrative, cost or pricing, or management data or other information incidental to contract administration. The term includes recorded information of a scientific or technical nature that is included in computer databases (See 41 U.S.C. 403(8)). 
“Unlimited rights” means the rights of the Government to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, in any manner and for any purpose, and to have or permit others to do so. 
(b) Allocation of rights. 
(1) Except as provided in paragraph (c) of this clause, the Government shall have unlimited rights in— 
(i) Data first produced in the performance of this contract; 
(ii) Form, fit, and function data delivered under this contract; 
(iii) Data delivered under this contract (except for restricted computer software) that constitute manuals or instructional and training material for installation, operation, or routine maintenance and repair of items, components, or processes delivered or furnished for use under this contract; and 
(iv) All other data delivered under this contract unless provided otherwise for limited rights data or restricted computer software in accordance with paragraph (g) of this clause. 
(2) The Contractor shall have the right to— 
(i) Assert copyright in data first produced in the performance of this contract to the extent provided in paragraph (c)(1) of this clause; 
(ii) Use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, unless provided otherwise in paragraph (d) of this clause; 
(iii) Substantiate the use of, add, or correct limited rights, restricted rights, or copyright notices and to take other appropriate action, in accordance with paragraphs (e) and (f) of this clause; and 
(iv) Protect from unauthorized disclosure and use those data that are limited rights data or restricted computer software to the extent provided in paragraph (g) of this clause. 
(c) Copyright— 
(1) Data first produced in the performance of this contract. 
(i) Unless provided otherwise in paragraph (d) of this clause, the Contractor may, without prior approval of the Contracting Officer, assert copyright in scientific and technical articles based on or containing data first produced in the performance of this contract and published in academic, technical or professional journals, symposia proceedings, or similar works. The prior, express written permission of the Contracting Officer is required to assert copyright in all other data first produced in the performance of this contract. 
(ii) When authorized to assert copyright to the data, the Contractor shall affix the applicable copyright notices of 17 U.S.C. 401 or 402, and an acknowledgment of Government sponsorship (including contract number). 
(iii) For data other than computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license in such copyrighted data to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly by or on behalf of the Government. For computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license in such copyrighted computer software to reproduce, prepare derivative works, and perform publicly and display publicly (but not to distribute copies to the public) by or on behalf of the Government. 
(2) Data not first produced in the performance of this contract. The Contractor shall not, without the prior written permission of the Contracting Officer, incorporate in data delivered under this contract any data not first produced in the performance of this contract unless the Contractor— 
(i) Identifies the data; and 
(ii) Grants to the Government, or acquires on its behalf, a license of the same scope as set forth in paragraph (c)(1) of this clause or, if such data are restricted computer software, the Government shall acquire a copyright license as set forth in paragraph (g)(4) of this clause (if included in this contract) or as otherwise provided in a collateral agreement incorporated in or made part of this contract. 
(3) Removal of copyright notices. The Government will not remove any authorized copyright notices placed on data pursuant to this paragraph (c), and will include such notices on all reproductions of the data. 
(d) Release, publication, and use of data. The Contractor shall have the right to use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, except— 
(1) As prohibited by Federal law or regulation (e.g., export control or national security laws or regulations); 
(2) As expressly set forth in this contract; or 
(3) If the Contractor receives or is given access to data necessary for the performance of this contract that contain restrictive markings, the Contractor shall treat the data in accordance with such markings unless specifically authorized otherwise in writing by the Contracting Officer. 
(i) The Contractor agrees not to establish claim to copyright, publish or release to others any computer software first produced in the performance of this contract without the Contracting Officer's prior written permission. 
(ii) If the Government desires to obtain copyright in computer software first produced in the performance of this contract and permission has not been granted as set forth in paragraph (d)(3)(i) of this clause, the Contracting Officer may direct the contractor to assert, or authorize the assertion of, claim to copyright in such data and to assign, or obtain the assignment of, such copyright to the Government or its designated assignee. 
(iii) Whenever the word "establish" is used in this clause, with reference to a claim to copyright, it shall be construed to mean "assert". 
(e) Unauthorized marking of data. 
(1) Notwithstanding any other provisions of this contract concerning inspection or acceptance, if any data delivered under this contract are marked with the notices specified in paragraph (g)(3) or (g) (4) if included in this clause, and use of the notices is not authorized by this clause, or if the data bears any other restrictive or limiting markings not authorized by this contract, the Contracting Officer may at any time either return the data to the Contractor, or cancel or ignore the markings. However, pursuant to 41 U.S.C. 253d, the following procedures shall apply prior to canceling or ignoring the markings. 
(i) The Contracting Officer will make written inquiry to the Contractor affording the Contractor 60 days from receipt of the inquiry to provide written justification to substantiate the propriety of the markings; 
(ii) If the Contractor fails to respond or fails to provide written justification to substantiate the propriety of the markings within the 60-day period (or a longer time approved in writing by the Contracting Officer for good cause shown), the Government shall have the right to cancel or ignore the markings at any time after said period and the data will no longer be made subject to any disclosure prohibitions. 
(iii) If the Contractor provides written justification to substantiate the propriety of the markings within the period set in paragraph (e)(1)(i) of this clause, the Contracting Officer will consider such written justification and determine whether or not the markings are to be cancelled or ignored. If the Contracting Officer determines that the markings are authorized, the Contractor will be so notified in writing. If the Contracting Officer determines, with concurrence of the head of the contracting activity, that the markings are not authorized, the Contracting Officer will furnish the Contractor a written determination, which determination will become the final agency decision regarding the appropriateness of the markings unless the Contractor files suit in a court of competent jurisdiction within 90 days of receipt of the Contracting Officer’s decision. The Government will continue to abide by the markings under this paragraph (e)(1)(iii) until final resolution of the matter either by the Contracting Officer’s determination becoming final (in which instance the Government will thereafter have the right to cancel or ignore the markings at any time and the data will no longer be made subject to any disclosure prohibitions), or by final disposition of the matter by court decision if suit is filed. 
(2) The time limits in the procedures set forth in paragraph (e)(1) of this clause may be modified in accordance with agency regulations implementing the Freedom of Information Act (5 U.S.C. 552) if necessary to respond to a request thereunder. 
(3) Except to the extent the Government’s action occurs as the result of final disposition of the matter by a court of competent jurisdiction, the Contractor is not precluded by paragraph (e) of the clause from bringing a claim, in accordance with the Disputes clause of this contract, that may arise as the result of the Government removing or ignoring authorized markings on data delivered under this contract. 
(f) Omitted or incorrect markings. 
(1) Data delivered to the Government without any restrictive markings shall be deemed to have been furnished with unlimited rights. The Government is not liable for the disclosure, use, or reproduction of such data. 
(2) If the unmarked data has not been disclosed without restriction outside the Government, the Contractor may request, within 6 months (or a longer time approved by the Contracting Officer in writing for good cause shown) after delivery of the data, permission to have authorized notices placed on the data at the Contractor’s expense. The Contracting Officer may agree to do so if the Contractor— 
(i) Identifies the data to which the omitted notice is to be applied; 
(ii) Demonstrates that the omission of the notice was inadvertent; 
(iii) Establishes that the proposed notice is authorized; and 
(iv) Acknowledges that the Government has no liability for the disclosure, use, or reproduction of any data made prior to the addition of the notice or resulting from the omission of the notice. 
(3) If data has been marked with an incorrect notice, the Contracting Officer may— 
(i) Permit correction of the notice at the Contractor’s expense if the Contractor identifies the data and demonstrates that the correct notice is authorized; or 
(ii) Correct any incorrect notices. 
(g) Protection of limited rights data and restricted computer software. 
(1) The Contractor may withhold from delivery qualifying limited rights data or restricted computer software that are not data identified in paragraphs (b)(1)(i), (ii), and (iii) of this clause. As a condition to this withholding, the Contractor shall— 
(i) Identify the data being withheld; and 
(ii) Furnish form, fit, and function data instead. 
(2) Limited rights data that are formatted as a computer database for delivery to the Government shall be treated as limited rights data and not restricted computer software. 
(3) Notwithstanding paragraph (g)(1) of this clause, the contract may identify and specify the delivery of limited rights data, or the Contracting Officer may require by written request the delivery of limited rights data that has been withheld or would otherwise be entitled to be withheld. If delivery of that data is required, the Contractor shall affix the following “Limited Rights Notice” to the data and the Government will treat the data, subject to the provisions of paragraphs (e) and (f) of this clause, in accordance with the notice: 
Limited Rigths Notice (Dec 2007) 
(a) These data are submitted with limited rights under Government Contract No. _____ (and 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: [Agencies may list additional purposes as set forth in 27.404-2(c)(1) or if none, so state.] 
(b) This notice shall be marked on any reproduction of these data, in whole or in part. 
(End of notice)
(4)(i) Notwithstanding paragraph (g)(1) of this clause, the contract may identify and specify the delivery of restricted computer software, or the Contracting Officer may require by written request the delivery of restricted computer software that has been withheld or would otherwise be entitled to be withheld. If delivery of that computer software is required, the Contractor shall affix the following “Restricted Rights Notice” to the computer software and the Government will treat the computer software, subject to paragraphs (e) and (f) of this clause, in accordance with the notice: 
Restricted Rights Notice (Dec 2007)
(a) This computer software is submitted with restricted rights under Government Contract No. _______ (and subcontract ________, if appropriate). It may not be used, reproduced, or disclosed by the Government except as provided in paragraph (b) of this notice or as otherwise expressly stated in the contract. 
(b) This computer software may be— 
(1) Used or copied for use with the computer(s) for which it was acquired, including use at any Government installation to which the computer(s) may be transferred; 
(2) Used or copied for use with a backup computer if any computer for which it was acquired is inoperative; 
(3) Reproduced for safekeeping (archives) or backup purposes; 
(4) Modified, adapted, or combined with other computer software, provided that the modified, adapted, or combined portions of the derivative software incorporating any of the delivered, restricted computer software shall be subject to the same restricted rights; 
(5) Disclosed to and reproduced for use by support service Contractors or their subcontractors in accordance with paragraphs (b)(1) through (4) of this notice; and 
(6) Used or copied for use with a replacement computer. 
(c) Notwithstanding the foregoing, if this computer software is copyrighted computer software, it is licensed to the Government with the minimum rights set forth in paragraph (b) of this notice. 
(d) Any other rights or limitations regarding the use, duplication, or disclosure of this computer software are to be expressly stated in, or incorporated in, the contract. 
(e) This notice shall be marked on any reproduction of this computer software, in whole or in part. 
(End of notice)
(ii) Where it is impractical to include the Restricted Rights Notice on restricted computer software, the following short-form notice may be used instead: 
Restricted Rights Notice Short Form (Jun 1987)
Use, reproduction, or disclosure is subject to restrictions set forth in Contract No. _______ (and subcontract, if appropriate) with ________ (name of Contractor and subcontractor). 
(End of notice)
(iii) If restricted computer software is delivered with the copyright notice of 17 U.S.C. 401, it will be presumed to be licensed to the Government without disclosure prohibitions, with the minimum rights set forth in paragraph (b) of this clause. 

(h) Subcontracting. The Contractor shall obtain from its subcontractors all data and rights therein necessary to fulfill the Contractor’s obligations to the Government under this contract. If a subcontractor refuses to accept terms affording the Government those rights, the Contractor shall promptly notify the Contracting Officer of the refusal and shall not proceed with the subcontract award without authorization in writing from the Contracting Officer. 
(i) Relationship to patents or other rights. Nothing contained in this clause shall imply a license to the Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government. 
(End of clause)

I.4	RIGHTS IN DATA – special works (52.227-17) (dec 2007) as modified by NFS 1852.227-17

(a) Definitions. As used in this clause— 
“Data” means recorded information, regardless of form or the media on which it may be recorded. The term includes technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information. 
“Unlimited rights” means the rights of the Government to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, in any manner and for any purpose, and to have or permit others to do so. 
(b) Allocation of Rights. 
(1) The Government shall have— 
(i) Unlimited rights in all data delivered under this contract, and in all data first produced in the performance of this contract, except as provided in paragraph (c) of this clause. 
(ii) The right to limit assertion of copyright in data first produced in the performance of this contract, and to obtain assignment of copyright in that data, in accordance with paragraph (c)(1) of this clause. 
(iii) The right to limit the release and use of certain data in accordance with paragraph (d) of this clause. 
(2) The Contractor shall have, to the extent permission is granted in accordance with paragraph (c)(1) of this clause, the right to assert claim to copyright subsisting in data first produced in the performance of this contract. 
(c) Copyright— 
(1) Data first produced in the performance of this contract. 
(i) The Contractor shall not assert or authorize others to assert any claim to copyright subsisting in any data first produced in the performance of this contract without prior written permission of the Contracting Officer. When copyright is asserted, the Contractor shall affix the appropriate copyright notice of 17 U.S.C. 401 or 402 and acknowledgment of Government sponsorship (including contract number) to the data when delivered to the Government, as well as when the data are published or deposited for registration as a published work in the U.S. Copyright Office. The Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license for all delivered data to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, by or on behalf of the Government. 
(ii) If the Government desires to obtain copyright in data first produced in the performance of this contract and permission has not been granted as set forth in paragraph (c)(1)(i) of this clause, the Contracting Officer shall direct the Contractor to assign (with or without registration), or obtain the assignment of, the copyright to the Government or its designated assignee. 
(2) Data not first produced in the performance of this contract. The Contractor shall not, without prior written permission of the Contracting Officer, incorporate in data delivered under this contract any data not first produced in the performance of this contract and that contain the copyright notice of 17 U.S.C. 401 or 402, unless the Contractor identifies such data and grants to the Government, or acquires on its behalf, a license of the same scope as set forth in paragraph (c)(1) of this clause. 
(d) Release and use restrictions. Except as otherwise specifically provided for in this contract, the Contractor shall not use, release, reproduce, distribute, or publish any data first produced in the performance of this contract, nor authorize others to do so, without written permission of the Contracting Officer. 
(e) Indemnity. The Contractor shall indemnify the Government and its officers, agents, and employees acting for the Government against any liability, including costs and expenses, incurred as the result of the violation of trade secrets, copyrights, or right of privacy or publicity, arising out of the creation, delivery, publication, or use of any data furnished under this contract; or any libelous or other unlawful matter contained in such data. The provisions of this paragraph do not apply unless the Government provides notice to the Contractor as soon as practicable of any claim or suit, affords the Contractor an opportunity under applicable laws, rules, or regulations to participate in the defense of the claim or suit, and obtains the Contractor’s consent to the settlement of any claim or suit other than as required by final decree of a court of competent jurisdiction; and these provisions do not apply to material furnished to the Contractor by the Government and incorporated in data to which this clause applies. 
(f) Whenever the words "establish" and "establishment" are used in this clause, with reference to a claim to copyright, they shall be construed to mean "assert" and "assertion", respectively. 

(End of clause)

I.5	Limitation on Withholding of Payments (52.232-9) (APR 1984) 

If more than one clause or Schedule term of this contract authorizes the temporary withholding of amounts otherwise payable to the Contractor for supplies delivered or services performed, the total of the amounts withheld at any one time shall not exceed the greatest amount that may be withheld under any one clause or Schedule term at that time; provided, that this limitation shall not apply to - 

(a) Withholdings pursuant to any clause relating to wages or hours of employees;
(b) Withholdings not specifically provided for by this contract;
(c) The recovery of overpayments; and
(d) Any other withholding for which the Contracting Officer determines that this limitation is inappropriate.

(End of clause)

I.6	Subcontracts for Commercial Items (52.244-6) (MAR 2007)

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

"Commercial item" has the meaning contained in Federal Acquisition Regulation 2.101, Definitions.

"Subcontract" includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier. 

(b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or non-developmental items as components of items to be supplied under this contract. 

(c)(1) The Contractor shall insert the following clauses in subcontracts for commercial items:

(i) 52.219-8, Utilization of Small Business Concerns (MAY 2004) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.
(ii) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).
(iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (SEP 2006) (38 U.S.C. 4212(a)).
(iv) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 1998) (29 U.S.C. 793).
(v) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (DEC 2004) (E.O. 13201). Flow down as required in accordance with paragraph (g) of FAR clause 52.222-39).
(vi) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C. Appx 1241 and 10 U.S.C. 2631) (flow down required in accordance with paragraph (d) of FAR clause 52.247-64).

(2) While not required, the Contractor may flow down to subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract.

(End of clause)

I.7	Computer Generated Forms (52.253-1) (JAN 1991)

(a) Any data required to be submitted on a Standard or Optional Form prescribed by the Federal Acquisition Regulation (FAR) may be submitted on a computer generated version of the form, provided there is no change to the name, content, or sequence of the data elements on the form, and provided the form carries the Standard or Optional Form number and edition date.

(b) Unless prohibited by agency regulations, any data required to be submitted on an agency unique form prescribed by an agency supplement to the FAR may be submitted on a computer generated version of the form provided there is no change to the name, content, or sequence of the data elements on the form and provided the form carries the agency form number and edition date.

(c) If the Contractor submits a computer generated version of a form that is different than the required form, then the rights and obligations of the parties will be determined based on the content of the required form.

(End of clause)

I.8	SECURITY CLASSIFICATION REQUIREMENTS (1852.204-75) (SEP 1989) 

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

(End of clause)

I.9	Security Requirements for Unclassified Information Technology Resources (1852.204-76) (MAY 2008)

(a) The Contractor shall be responsible for information and information technology (IT) security when – 
(1) The Contractor or its subcontractors must 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 Information Processing Standards (FIPS) 200, Recommended Security Controls for Federal Information Systems. The plan shall be reviewed and updated in accordance with NIST SP 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 additions/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 FIPS 199, 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 Computer Emergency Readiness Team’s (US-CERT) Concept of Operations for reporting security incidents. 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.
(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 to ensure 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 (IT-1 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 adverse impact to NASA missions. These systems include, 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 
(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)

I.10	Use of Rural Area Small Businesses (1852.219-74) (SEP 1990)
(a) Definitions.
"Rural area" means any county with a population of fewer than twenty thousand individuals.
"Small business concern," as used in this clause, means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding under this contract, and qualified as a small business under the criteria and size standards in 13 CFR 121.
(b) NASA prime and subcontractors are encouraged to use their best efforts to award subcontracts to small business concerns located in rural areas.
(c) Contractors acting in good faith may rely on written representations by their subcontractors regarding their status as small business concerns located in rural areas.
(d) The Contractor agrees to insert the provisions of this clause, including this paragraph (d), in all subcontracts hereunder that offer subcontracting possibilities.
(End of clause)

I.11	NASA 8 PERCENT GOAL (1852.219-76) (JUL 1997)

(a) Definitions.

"Historically Black Colleges or University," as used in this clause, means an institution determined by the Secretary of Education to meet the requirements of 34 CFR Section 608.2. The term also includes any nonprofit research institution that was an integral part of such a college or university before November 14, 1986. 

"Minority institutions," as used in this clause, means an institution of higher education meeting the requirements of section 1046(3) of the Higher Education Act of 1965 (20 U.S.C. 1135d-5(3)) which for the purposes of this clause includes a Hispanic-serving institution of higher education as defined in section 316(b)(1) of the Act (20 U.S.C. 1059c(b)(1)).

"Small disadvantaged business concern," as used in this clause, means a small business concern that (1) is at least 51 percent unconditionally owned by one or more individuals who are both socially and economically disadvantaged, or a publicly owned business having at least 51 percent of its stock unconditionally owned by one or more socially and economically disadvantaged individuals, and (2) has its management and daily business controlled by one or more such individuals. This term also means a small business concern that is at least 51 percent unconditionally owned by an economically disadvantaged Indian tribe or Native Hawaiian Organization, or a publicly owned business having at least 51 percent of its stock unconditionally owned by one or more of these entities, which has its management and daily business controlled by members of an economically disadvantaged Indian tribe or Native Hawaiian Organization, and which meets the requirements of 13 CFR 124.

"Women-owned small business concern," as used in this clause, means a small business concern (1) which is at least 51 percent owned by one or more women or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women, and (2) whose management and daily business operations are controlled by one or more women.

(b) The NASA Administrator is required by statute to establish annually a goal to make available to small disadvantaged business concerns, Historically Black Colleges and Universities, minority institutions, and women-owned small business concerns, at least 8 percent of NASA's procurement dollars under prime contracts or subcontracts awarded in support of authorized programs, including the space station by the time operational status is obtained. 

(c) The contractor hereby agrees to assist NASA in achieving this goal by using its best efforts to award subcontracts to such entities to the fullest extent consistent with efficient contract performance.

(d) Contractors acting in good faith may rely on written representations by their subcontractors regarding their status as small disadvantaged business concerns, Historically Black Colleges and Universities, minority institutions, and women-owned small business concerns.

(End of clause)

I.12	SMALL BUSINESS SUBCONTRACTING REPORTING (1852.219-75) (MAY 1999)

(a) The Contractor shall submit the Summary Subcontract Report (Standard Form (SF) 295) semiannually for the reporting periods specified in block 4 of the form. All other instructions for SF 295 remain in effect.

(b) The Contractor shall include this clause in all subcontracts that include the clause at FAR 52.219-9.

(End of clause)

I.13	EMERGENCY EVACUATION PROCEDURES (1852.237-70) (DEC 1988)

The contractor shall assure that its personnel at Government facilities are familiar with the functions of the Government's emergency evacuation procedures. If requested by the Contracting Officer, the Contractor shall designate an individual or individuals as contact points to provide for efficient and rapid evacuation of the facility if and when required.

(End of clause)

I.14	CENTER FOR AEROSPACE INFORMATION (1852.235-70) (dec 2006)

(a) The Contractor should register with and avail itself of the services provided by the NASA Center for AeroSpace Information (CASI) (http://www.sti.nasa.gov) for the conduct of research or research and development required under this contract. CASI provides a variety of services and products as a NASA repository and database of research information, which may enhance contract performance.

(b) Should the CASI information or service requested by the Contractor be unavailable or not in the exact form necessary by the Contractor, neither CASI nor NASA is obligated to search for or change the format of the information. A failure to furnish information shall not entitle the Contractor to an equitable adjustment under the terms and conditions of this contract.

(c) Information regarding CASI and the services available can be obtained at the Internet address contained in paragraph (a) of this clause.

(End of clause)

I.15	Ombudsman (1852.215-84) (OCT 2003) -- Alternate I (JUN 2000)

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

(b) If resolution cannot be made by the contracting officer, interested parties may contact the installation ombudsman, Judith N. Bruner (O: 301-286-7679, F: 301-286-1714, Judith.N.Bruner@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.

(c) If this is a task or delivery order contract, the ombudsman shall review complaints from contractors and ensure they are afforded a fair opportunity to be considered, consistent with the procedures of the contract. 

(End of clause)

I.16	Authorized Deviations in Clauses (52.252-6) (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 clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the name of the regulation. 
(End of clause) 
[END OF SECTION]

SECTION
J	: LIST OF DOCUMENTS, EXHIBITS, AND OTHERS
OF RFP NNG08234094J

J.1	LIST OF ATTACHMENTS (GSFC 52.211-101) (OCT 1988)

The following attachments constitute part of this contract:

ATTACHMENT	DESCRIPTION	DATE	NO. OF PAGES	
A	Statement of Work	08/2008	16	
B	Direct Labor Rates, Indirect Rates, and Award Fee Matrices	TBP	TBP	
C	Financial Management Reporting Requirements	8/2008	6	
D	DD Form 254, Contract Security Classification Specification	TBD	TBD	
E	Safety and Health Plan	TBP	TBP	
F	Mission Assurance Plan (MAP)	TBP	TBP	
G	Information Technology (IT) Security Plan and Assessment Plan	30 days after contract award	Clause I.9
1852.204-76 (Deviation)	
H	Organizational Conflicts of Interest Avoidance Plan	30 days after contract award	Clause H.12 	
I	Installation-Accountable Government Property (IAGP)	4/2008	15	
J	Personal Identify Verification (PIV) Card Issuance Procedures	5/2008	4	
K	Contractor Proposed Enhancements/Innovations	TBP	TBP	

(End of Clause)

[END OF SECTION]

SECTION 
K	: REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENT OF OFFERORS
OF RFP NNG08234094J

K.1	Annual Representations and Certifications (52.204-8) (JAN 2006)

(a)(1) The North American Industry Classification System (NAICS) code for this acquisition is 541330.
(2) The small business size standard is $25M.
(3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees.

(b)(1) If the clause at 52.204-7, Central Contractor Registration, is included in this solicitation, paragraph (c) of this provision applies.

(2) If the clause at 52.204-7 is not included in this solicitation, and the offeror is currently registered in CCR, and has completed the ORCA electronically, the offeror may choose to use paragraph (c) of this provision instead of completing the corresponding individual representations and certifications in the solicitation. The offeror shall indicate which option applies by checking one of the following boxes:
[ ] (i) Paragraph (c) applies.
[ ] (ii) Paragraph (c) does not apply and the offeror has completed the individual representations and certifications in the solicitation.

(c) The offeror has completed the annual representations and certifications electronically via the Online Representations and Certifications Application (ORCA) website at http://orca.bpn.gov. After reviewing the ORCA database information, the offeror verifies by submission of the offer that the representations and certifications currently posted electronically have been entered or updated within the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard applicable to the NAICS code referenced for this solicitation), as of the date of this offer and are incorporated in this offer by reference (see FAR 4.1201); except for the changes identified below [offeror to insert changes, identifying change by clause number, title, date]. These amended representation(s) and/or certification(s) are also incorporated in this offer and are current, accurate, and complete as of the date of this offer.

-----------------------------------------------------
FAR Clause Title Date Change
-----------------------------------------------------

Any changes provided by the offeror are applicable to this solicitation only, and do not result in an update to the representations and certifications posted on ORCA.

(End of Provision)

[END OF SECTION]