Section_H.docx

Section H – Special Contract Requirements H.1 Listing of Clauses Incorporated by Reference NOTICE: The following contract clauses pertinent to this section are hereby incorporated by reference:

I. Federal Acquisition Regulation (48 CFR Chapter 1)

None incorporated by reference.

II. NASA FAR Supplement (48 CFR Chapter 18)

(End of Clause) H.2 NFS 1852.209-71 Limitation of Future Contracting (Dec 1988) The Contracting Officer has determined that this acquisition may give rise to a potential organizational conflict of interest. Accordingly, the attention of prospective offerors is invited to FAR Subpart 9.5--Organizational Conflicts of Interest.

The nature of this conflict is that this effort requires support to the insight and oversight functions of the JSC Flight Operations Directorate and the ISS, Commercial Crew, and Orion Programs and their Contractor-developed products.

The restrictions upon future contracting are as follows:

If the Contractor, under the terms of this contract, or through the performance of tasks pursuant to this contract, is required to develop specifications or statements of work that are to be incorporated into a solicitation, the Contractor shall be ineligible to perform the work described in that solicitation as a prime or first-tier subcontractor under an ensuing NASA contract. This restriction shall remain in effect for a reasonable time, as agreed to by the Contracting Officer and the Contractor, sufficient to avoid unfair competitive advantage or potential bias (this time shall in no case be less than the duration of the initial production contract). NASA shall not unilaterally require the Contractor to prepare such specifications or statements of work under this contract.

To the extent that the work under this contract requires access to proprietary, business confidential, or financial data of other companies, and as long as these data remain proprietary or confidential, the Contractor shall protect these data from unauthorized use and disclosure and agrees not to use them to compete with those other companies.

(End of Clause) H.3 52.219-90 Small Business Subcontracting Goals (Oct 2006) (JSC Procurement Instruction) [Applicable only to large business prime Contractors] For purposes of this clause, the terms, “HUBZone Small Business Concern,” “Small Disadvantaged Business Concern,” “Service-Disabled, Veteran-Owned Small Business Concern,” “Veteran-Owned Small Business Concern,” “Women-Owned Small Business Concern,” and “Historically Black College or University (HBCU)” are defined in paragraph 2.101 of the Federal Acquisition Regulation.

The total small business goal, expressed as a percent of total contract value including options, is TBP percent. The small business percentage goal, includes the following goals expressed as a percent of total contract value:

H.4 52.223-93 Environmental and Energy Conservation Requirements (Feb 2011) (JSC Procurement Instruction) The Contractor shall ensure that all work performed and equipment used to fulfill the requirements of this contract are in compliance with all Federal, state, and local regulations and public laws, and the following NASA JSC directives: JPD 8500.1, JSC Environmental Excellence Policy; JPR 8550.1, JSC Environmental Compliance Procedural Requirements; JPR 8553.1, JSC Environmental Management System Manual; JWI 8553.1, EMS Aspect/Impact Assessment and EMP Process; NPR 8570.1, Energy Efficiency and Water Conservation; and JWI 8570.1, Energy Conservation. The Contractor shall provide data on affirmative procurement, waste reduction activity, energy efficient product procurement, and ozone depleting substances in accordance with DRD-12, Environmental and Energy Consuming Product Compliance Reports.

The Government remains the owner and operator of record for all environmental activities conducted at NASA owned properties unless otherwise documented in a signed agreement between NASA and the Contractor. The Contractor is advised that activities performed at JSC and associated facilities are subject to Federal, state and local regulatory agency inspections to review compliance with environmental laws and regulations. For on-site issues, JSC's Environmental Office will be the single point of contact with Federal and state regulatory agencies and their representatives unless otherwise directed by the Contracting Officer or the Environmental Office. The Contractor shall immediately notify the JSC Environmental Office when contacted by external regulatory agency representatives and shall cooperate fully. The Contractor shall complete, maintain, and make available to the Contracting Officer, JSC Environmental Office, JSC Energy Manager, or regulatory agency personnel all documentation relating to environmental compliance matters under applicable laws. The Contractor shall immediately notify the JSC Environmental Office upon issuance of a Notice of Violation or noncompliance to the Contractor.

Should a Notice of Violation, Notice of Noncompliance, Notice of Deficiency, or similar regulatory agency notice be issued to the Government as a facility owner/operator on account of the actions or inactions of the Contractor or one of its subcontractors in the performance of work under this contract, the Contractor shall fully cooperate with the Government in correcting any problems and defending against regulatory assessment of any civil fines or penalties arising out of such actions or inactions.

(End of Clause) H.5 52.242-94 Administrative Leave (Sep 2008) (JSC Procurement Instruction) 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), the following personnel should also be dismissed upon notification of a center closure provided by the Contracting Officer:

Contractor personnel working on-site; and Contractor personnel dedicated to the contract effort who are working off-site within 10 miles of JSC; and unable to perform their NASA contract duties at their off-site location because their normal place of business has been or is expected to be negatively impacted by an emergency situation (e.g. has sustained damage, has been evacuated, etc.).

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.

Administrative leave granted under this clause shall be subject to modification or termination by the Contracting Officer and in all instances shall be subject to the availability of funds. 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 effected employees in accordance with the Contractor's established accounting policy.

If a labor hour-based contract, administrative leave granted under this clause shall be accounted for consistent with productive hours under this contract for employees in accordance with the Contractor's established accounting policy.

For fixed price contracts based on other than labor hours for deliverables, the Contracting Officer and Contractor shall as a precondition to any reimbursement negotiate an advanced agreement to determine the appropriate method in which to grant administrative leave under this clause.

All invoices requesting payment under this clause shall be marked as “Administrative Leave in accordance with 52.242-94, Administrative Leave.” All such invoices paid will be subject to review, audit, and revision when routine operations re-commence.

The Contractor shall include this clause in all services subcontracts that include personnel in the categories described in (a) above.

(End of Clause) H.6 NFS 1852.235-71 Key Personnel and Facilities (Mar 1989) The personnel and/or facilities listed below (or specified in the contract Schedule) are considered essential to the work being performed under this contract. Before removing, replacing, or diverting any of the listed or specified personnel or facilities, the Contractor shall— Notify the Contracting Officer reasonably in advance; and Submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract.

The Contractor shall make no diversion without the Contracting Officer's written consent; provided, that the Contracting Officer may ratify in writing the proposed change, and that ratification shall constitute the Contracting Officer's consent required by this clause.

The list of personnel and/or facilities (shown below or as specified in the contract Schedule) may, with the consent of the contracting parties, be amended from time to time during the course of the contract to add or delete personnel and/or facilities.

H.7 Special Provisions for Contract Changes [Applicable only to Baseline A and Baseline B] The parties agree that, notwithstanding the provisions of FAR 52.243-2, Changes – Cost Reimbursement, and FAR 52.245-1, Government Property, no baseline change made pursuant to FAR 52.243-2 shall give rise to an equitable adjustment in the estimated cost or fee or any other contract provision when said change causes an increase or decrease of $150,000 or less in the estimated cost of the contract.

Each change shall be controlling in making this determination, and such change shall not, for purposes of determining the applicability of this clause, be added to any other change(s). The parties recognize that several changes may be grouped together in a bilateral modification for definitization; however, the dollar value of each individual change shall be controlling in determining whether an equitable adjustment is in order.

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NNJ17580323R H-1