REIMBURSABLE SPACE ACT UMBRELLA AGREEMENT BETWEEN THE NATIONAL AERONAUTICS AND SPACE ADMINISTRATION LYNDON B. JOHNSON SPACE CENTER AND KBR WYLE SERVICES, LLC FOR HUMAN HEALTH AND PERFORMANCE FACILITIES UTILIZATION. ARTICLE 1. AUTHORITY AND PARTIES In accordance with the National Aeronautics and Space Act (51 U.S.C. § 20113), this Agreement is entered into by the National Aeronautics and Space Administration Lyndon B. Johnson Space Center, located at 2101 NASA Parkway, Houston, Texas 77058 (hereinafter referred to as "NASA" or "NASA JSC") and KBR Wyle Services, LLC, located at 2400 NASA Parkway, Houston, TX 77058 (hereinafter referred to as "Partner" or "KBR"). NASA and Partner may be individually referred to as a "Party" and collectively referred to as the "Parties." ARTICLE 2. PURPOSE AND IMPLEMENTATION In 2013, NASA JSC conducted a full and open competition under the Federal Acquisition Regulation (FAR) to procure support of the broad range of activities in the Human Health and Performance Directorate at the Johnson Space Center that is responsible for working in space, for the overall science excellence on human space missions, and for the transfer of new knowledge to practical applications on Earth. Through that competitive process, NASA JSC selected Wyle Laboratories Inc. (now KBR Wyle Services, LLC) to perform this work under Contract No. NNJ15HK11B. Under the contract Statement of Work, KBR is required to maintain and operate Human Health and Performance (HHP) Facilities and labs identified in the SOW. Under FAR Subpart 45.3 and Clause H.17, the Government may allow a contractor to use Government facilities provided under a contract for non-Government purposes in exchange for consideration. This Agreement shall define the terms, conditions, and benefits to the Government for KBR's non-Government use of NASA JSC HHP facilities. With the exception of Articles 11 & 12 of this Agreement, in case of any conflict between this Agreement and the Human Health and Performance contract, Contract No. NNJ15HK11B the terms of the Human Health and Performance contract shall take precedence. The JSC facilities subject to this Agreement are those NASA JSC laboratories and facilities, including property (real and personal), equipment, software, and technical capabilities, for which KBR has operational responsibility or capability under the Human Health and Performance Contract No. NNJ15HK11B and as agreed to between the parties. The resources and work anticipated under this SAA should provide a benefit to NASA and require the unique NASA skills and competencies not reasonably available on the US commercial market from another source. 1 of 16 SAA-SA-21-34167 An External Customer Plan DRD HHPC-MGMT-08 documents the process by which KBR will present requests for non-Government use of the facilities to NASA. These requests are negotiated and agreed upon by both parties and documented in the Capability Utilization Request Evaluation (CURE) form outlined in the DRD HHPC-MGMT-08. This agreement will help NASA JSC keep its unique facilities and/or resources utilized to the maximum extent practicable, provide a convenient avenue for commercial access to unique JSC facilities and/or resources, reduce the need for NASA to negotiate individual agreements with each commercial entity, and achieve cost savings for NASA. The Parties shall execute one (1) Annex Agreement (hereinafter referred to as the "Annex") concurrently with this Umbrella Agreement. The Parties may execute subsequent Annexes under this Umbrella Agreement consistent with the purpose and terms of this Umbrella Agreement. This Umbrella Agreement shall govern all Annexes executed hereunder; no Annex shall change this Umbrella Agreement. Each Annex will detail the specific purpose of the proposed activity, responsibilities, schedule and milestones, and any personnel, property or facilities to be utilized under the task. This Umbrella Agreement takes precedence over any Annexes. In the event of a conflict between the Umbrella Agreement and any Annex concerning the meaning of its provisions, and the rights, obligations and remedies of the Parties, the Umbrella Agreement is controlling. ARTICLE 3. RESPONSIBILITIES A. NASA will use reasonable efforts to: 1. Provide support of projects undertaken in any Annex; 2. Provide internal coordination of approvals for Annexes; 3. Provide for a single point of contact for Annex development and operations. B. KBR will use reasonable efforts to: 1. Provide responsibility for and support of projects undertaken in any Annex; 2. Provide internal coordination of approvals for Annexes; 3. Provide for a single point of contact for Annex development and operations. 4. Provide proof of insurance in the amount of $1,000,000 per occurrence and in the aggregate for third party property damage and liability in accordance with Article 11 and Article 12. ARTICLE 4. SCHEDULE AND MILESTONES The planned major milestones for the activities defined in the "Responsibilities" Article are as follows: 2 of 16 SAA-SA-21-34167 NASA provides use access to facilities Life of the Agreement KBR to provide proof of insurance in accordance with Prior to executing work Article 11 and Article 12 of this agreement KBR provides NASA with Yearly Summary 60 days prior to anniversary of Execution Date of SAA on an annual basis KBR provides a Final Summary Report to NASA 60 days after expiration or termination of this SAA, whichever comes first The Parties shall execute one (1) Annex concurrently with this Umbrella Agreement. The initial Annex and any subsequent Annexes will be performed on the schedule and in accordance with the milestones set forth in each respective Annex. ARTICLE 5. FINANCIAL OBLIGATIONS A. KBR agrees to reimburse NASA as set forth in each Annex for NASA to carry out its responsibilities under this Agreement. KBR shall make payment in advance of initiation of NASA's efforts on behalf of KBR. Advance payments shall be scheduled to ensure that funds are resident with NASA before Federal obligations are incurred in support of work on behalf of KBR. B. Payment shall be payable to the National Aeronautics and Space Administration through the NASA Shared Services Center (NSSC) (choose one form of payment): (1) U.S. Treasury FEDWIRE Deposit System, Federal Reserve Wire Network Deposit System; (2) https://paygov.nssc.nasa.gov/ and select "Johnson Space Center" from the NASA Center drop down and "Advances" from the Transaction Type drop down; or (3) check. A check should be payable to NASA and sent to: NASA Shared Services Center FMD – Accounts Receivable For the Accounts of: Lyndon B. Johnson Space Center [At the time of payment, please indicate which NASA Center for the Umbrella Agreement or annex, as appropriate] Building 1111, Jerry Hlass Rd., Stennis Space Center, MS 39529 Each payment shall be properly identified by Center. Payment by electronic transfer [#1 or #2, above], is strongly encouraged, and payment by check is to be used only if circumstances preclude the use of electronic transfer. Return of unspent funds will be processed via Electronic Funds Transfer (EFT) in accordance with 31 C.F.R. Part 208 3 of 16 SAA-SA-21-34167 and, upon request by NASA, Partner agrees to complete the Automated Clearing House (ACH) Vendor/Miscellaneous Payment Enrollment Form (SF 3881). All payments and other communications regarding this Agreement shall reference the Center name, title, date, and number of this Agreement. C. Notwithstanding any other provision of this Agreement, all activities under or pursuant to this Agreement are subject to the availability of funds, and no provision of this Agreement shall be interpreted to require obligation or payment of funds in violation of the Anti-Deficiency Act, (31 U.S.C. § 1341). ARTICLE 6. PRIORITY OF USE Any schedule or milestone in this Agreement is estimated based upon the Parties' current understanding of the projected availability of NASA goods, services, facilities, or equipment. In the event that NASA's projected availability changes, KBR shall be given reasonable notice of that change, so that the schedule and milestones may be adjusted accordingly. The Parties agree that NASA's use of the goods, services, facilities, or equipment shall have priority over the use planned in this Agreement. Should a conflict arise, NASA in its sole discretion shall determine whether to exercise that priority. Likewise, should a conflict arise as between two or more non-NASA Partners, NASA, in its sole discretion, shall determine the priority as between those Partners. This Agreement does not obligate NASA to seek alternative government property or services under the jurisdiction of NASA at other locations. ARTICLE 7. NONEXCLUSIVITY This Agreement is not exclusive; accordingly, NASA may enter into similar agreements for the same or similar purpose with other private or public entities. ARTICLE 8. LIABILITY AND RISK OF LOSS A. KBR hereby waives any claims against NASA, its employees, its related entities, (including, but not limited to, contractors and subcontractors at any tier, grantees, investigators, customers, users, and their contractors and subcontractors, at any tier) and employees of NASA's related entities for any injury to, or death of, KBR employees or the employees of KBR's related entities, or for damage to, or loss of, KBR's property or the property of its related entities arising from or related to activities conducted under this Agreement, whether such injury, death, damage, or loss arises through negligence or otherwise, except