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Contract: Thermoluminescent Dosimeters (TLD Badges), Awarded to Radiation Mgt Corp
	ML19209B499
Person / Time
Issue date:	09/25/1979
From:	Mattia M; NRC OFFICE OF ADMINISTRATION (ADM), RADIATION MANAGEMENT CORP. (RMC)
To:	;
Shared Package
ML19209B498	List: ML19209B497; ML19209B499;
References
	CON-FIN-B-1011, CON-NRC-05-79-269, CON-NRC-5-79-269 NUDOCS 7910090798
	Download: ML19209B499 (50)
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stwomeo reax u. Jun 1944 Contrac co.n u sn u rs ac-m raa CONTINUATION SHEET 8

13 em. reoc. eso. i.i cni i.i.no.e NRC-05-79-263

.i o '

reasef C# CP'ttCe GE COPettACOE Radiation Management Corporation lcua~my cual uun reicz wourn nem so.

sureues/seevicts i

PART II - THE SCHEDULE SECTION E - SUPPLIES / SERVICES AND PRICES 1

Model UDC01 Themoluminescent Cosimeters 5,250 ea

$23.00

$120,750.0C to fit Panasonic Model 71CA Automatic TLD Reader with holders and hangers in accordance with SECTION F.

Holders for these dosimeters to be included at no addit:]nal cost. The seven digit ID code number to be left unounched.

g I

I l

l l

2 Model UD815 Themoluminescent Dosimeters 140 ea

$30.00

$ 4,200.0C to fit Panasonic Model 710A Automatic TLD Reader with holders and hangers in accordance i

with SECTION F.

Holders for these dosimeters to be inclu :ed l

at no additional cost.

i I

t I

I i

l i

l OPT!CN ITEM i

i I

3 Model UD S01 Ther oluminescent Cosimeters

!l,0C0 eai $23.00 523,000.00 to fit Panasonic Model 71CA Automatic TLD i

l Reader with holders and hangers in accordance l

with SECTION F.

j i

l Holders for these dosimeters to be included at no additional cost.

t The seven digit ID code number to be left uncuncned.

l l

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l 1119 331 l

l

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Contract No. NRC-05-79-269 Page 9 SECTION F - DESCRIPTIONS / SPECIFICATIONS F.1 Each Model U0801. dosimeter to contain two (2) (Li 3 0 : Cu, Ag) 247 elements commonly identified as lithium borate and two (2) (CaSO :Tm) 4 elements commonly identified as calcium sulfate. All calcium sul fate e.lements supplied shall respond such that when exposed to the gamma radiation from cesium-137 the thermoluminescence of any and all elements shall be within +10", of the batch average. Contractor shall supply replacement dosimeters for those which fail to meet this speci fication.

2 4 7:Cu, Ag) elements F.2 Each Mcdel UD815 dosimeter to contain two (2)(Li 0

and two (2) (CaSO :Tm) elements. All calcium sulfate elements supplied 4

shall respond such that when exposed to the gamma radiation from cesium-137 the thernoluminescence of any and all elements shall be within 3 " of the batch average. This value is subject to change 6

based on future data to be supplied by the manufacturer. Contr3ctor shall sucply replacement dosimeters for those wnich fail to meet this specification.

1119 332 mw*

a me a

Contract No. NRC-05-79-259 Page 10 SECTION G - PRESERVATION / PACKAGING AND PACKING G.1 Preservation, Packaging and Pack'..g Material shall be packed for shipment in such a manner that will insure acceptance by common carrier and safe delivery at destination. Containers and closures shall comply with the Interstate Commerce Commission Regulations, Uniform Freight Classification Rules, or regulations of other carriers as applicable to the mode of transportation.

SECTION H - DELIVERIES CR PERFORMANCE H.1 Time of Delivery ITEM NO.

OUANTITY DELIVERY I

2,500 each Within five (5) days after effective date of contract 2,750 each Within ninety (90) days after effective date of contract 2

140 each Within one hundred ten (110) days after effective date of contract OPTION ITEM 3

1,000 each Wit.5in sixty (50} days after receipt of written notification of exercise of cotion l}9

)

9

Contract No. NRC-05-79-269 Page 11 SECTION H - DELIVERIES OR PERFORMANCE (Continued)

H.2 Place of Delivery The articles to be furnished hereunder shall be delivered to:

U.S. Nuclear Regulatory Commission Region I 631 Park Avenue King of Prussia, Pennsylvania 19406 Attn: Michael J. Slobodien SECTION I - !NSPECTION AND ACCEPTANCE I.1 Inspection and acceptance of the supplies to be furnished hereunder shall be made at destination by the Contracting Officer's Authorized Representative.

Acceptance of Item Nos. I through 3 subject to approval following quality control testing by the Government. Quality control testing shall be done by calibrating using a known source of radiation.

SECTION J - SPECIAL PROVISICNS J.1 Ootion for Increased Quantity The Government may increase the quantity for the odel UDE01 Thermoluminescent u

Cosimeters called for herein by requiring delivery of the num:ered lin?

item identified as an option item, in the quantity and a*. One unit crice set forth therein. The Contracting Officer may exercise tnis option, 3:

any time within six (6) months after the effective date of the contract by giving written notice to the Contractor. Delivery of the iten added oy the exercise of the option shall be in accordance with the provisions set forth in the Schedule of thio contract.

Centract No. NRC-05-79-259 Page 12 SECTION K - CONTRACT ADMINISTRATION DATA K.1 Authori:ed Representative The Contracting Officer may designate an Authorized Representative for the purpose of assur.ing that the services required under this contract are ordered and delivered in accordance therewith. Such representative as may be appointed will be specifically designated in writing to the Contractor from the Contracting Officer, including the extent of such designee's authority.

K.2 BILLING INSTRUCTIONS FOR FIXED PRICE CCNTRACTS AND PURCHASE CRCERS Genersl. The contractor shall submit vouchers or invoices as prescribed herein.

Fo rm. Claims shall be submitted on the payee's letterhead, invoice or on the Government's Standard Form 1034 "Puolic Voucher for Purchases and Services Other Than Personai," and Standard Form 1035 Public Voucher for Purchases Other Than Personal -- Continuation Sheet."

These forms are available from the Government Printing Office, 710 North Capitol Street, Washington, CC 20301.

Number of Cocies and Mailina Address. An original and six copies shall be cu:mi;;ed to NRC offices identified b-alcw.

Frecuency. The contractor shall submit an invoica or voucher only after NRC's final acceptance for services rendered or products delivered in performance of the contract unless otherwise soecified in the contract.

Precarstion and Itemi:stion of the Your.her. The vcucher shall be preparec in in( or typewriter (w1tnout strikeovers) and corrections or erasures must be initialed.

It must include the following:

(a) Payee's name and address.

(i) Address the original voucher (with 4 cc:ies) to:

U. S. Nuclear Regulatory Commission, Division of Acccunting, Offica of the Con:r:11er, ATT":

GCV/CCM Accounts Sections, Washing::n. OC 2C555. (ii:

Address 2 copies to:

U. S. Nuclear Regulatory Ccmmission, ATTN:

E. L. Halman, Director, Division of Contracts, Wasnington, DC 20555.

(iii) The critinal coev of the voucher should indicate that (21 cocies nave :een forwarcea to One Contractina Of ficer.

(b) Voucher numcer.

t (c) Cate of voucher.

lj]}{

C--*-'- ';o. NRC-M-74-M4 i a - Cc.,..,, e. tr,.ia...%. J-u,s (Con.inued) .eEC'.", r.,.I.. -....-u. X.2 BILLIflG INSTRUCTIcils FOR FIXE 3 PRICE C0!! TRACTS Att0 PURCHASE CRCERS (Continue (d) Contract number and date. (e), Payee's name and address. (Show the name of the contractor and its correct address, except when an assignmen* has been made by the c'ontractor or a different payee has been designated, then insert the name ard address of the ayee.) ( f) Description of articles or services, quantity, unit price, and total amount. (g) Final invoice marked: " FINAL INVOICE" Currency. Billings may be expressed in the currency normally used by the contractor in maintaining his accounting records and payments will be made in that currency. However, the U.S. dollar equivalent for all invoices paid under the contract may no exceed tne to:al U.S. dollars authorized in the contract. .e :~...... - C'r _m.. r w.2-...a L.1 S.is cc.cact is subject te de Fhed Price S'-7 ply C:n=2:- Cc mral P fisions, dated Febrt.r.y 15, 1973, attached here: as Attach.sn: 2 and :. de a par _ hereof by dis reference, and rdified as f 11 2:s: L.1.1 Clause ::0. 32 enti led ":!incrity Eusbess "..terprises 5.:tcen=2: ing Pr:grr." is dele:sd in i s entirety.

l.2 C' s ',;c. 33 entitled " Prefer 2nce f:r U.S. Flap ;d - crie 3" is do;.--g in its entirety
'. 3 Clause ::0. 43 entitled "':::.i F : 09.crs" is dele:ed in it: ntirc y.

2r..,., - - -., w, - ,.~.c,.. a w .a c .e. - C."..' I

._.' c.'

cC. - _. *.~a '. ' m-...-.. e -~' m. x.1 2.e ce==2:: ::=.-<.s e.e f n =,m 3:= e. en.c. M.1.1 NRC Contractor Orcanizarinnal Ceflir'+' e e f., - r- ' c -*'0 5 -s-e '.. K P3rt 20) 4..,3;, dent I e ~....., ~.. e.. n., s.. e ;-cvis4:ns eatec.eoruary..m ,m. m.....__.

PART 20-1 -- GENERAL Subpart 20-1.54--Contractor' Organizational Conflicts of Interest Sec. 20-1.5401 Scope and policy. 20-1.5402 Definitions. 20-1.5403 Criteria for recognizing contractor organizational conflicts of interest. 20-1.5404 Representation. I 20-1.5405 Can' tract clauses. 20-1.5405-1 General contract clause. 20-1.5405-2 Special contract provisions. 20-1.5406 Evaluation, findings, and contract award.. 20-1.5407 Conflicts identified after award. 20-1.5408 (Reserved) 20-1.5409 (Reserved) 20-1.5410 Subcontractors. 20-1.5411 Waiver. 20-1.5412 Remedies. AUTHCRITY: Sec. 8, Pub. L. 95-601, adding Sec.170A to Pub. L. 83-703, 68 Stat. 919, as amended (42 U.S.C. ch. 14) 520-1.5401 Scope and Policy (a) It is the policy of the U.S. Nuclear Regulatory Comission (NRC) to avoid, eliminate or neutralize contractor organizational conflicts of interest. The NRC achieves this cbjective by requiring all prospective contractors to submit information describing relationships, if any, with organizations or persons (including those regulated by NRC) which may give rise to actual or potential conflicts of interest in the event of contract award. (b) Contractor conflict of interest determinations cannot be made automatically or routinely; the application of sound judgment on virtually a case-by-case basis is necessary if the policy is to be applied so as to satisfy the overall public interest. It is not possible to prescribe in advance a specific method or set of criteria which would serve to identify and resolve all of the contractor conflict of interest situations which might arise; however, examples are provided in these regulations to guide application of the policy. NRC contracting and program officials i must be alert to other situations which may warrant application of this policy guidance. The ultimate test is: Might the contractor, if awarded the contract, be placed in a position where its judgment may be biased, I or where it may have an unfair competitive advantage? (c) The conflict of interest rule contained in this suboar: a clies c contractors and efferers only. Incividuals or firms who have other relaticnships with NRC (e.g., parties to a licensing proceeding) are not coverec by :nis regulation. This rule does not apeiy to :ne accuisition of consulting services tnrough the persennel accointmen: rocess, NRC 1 1 19 .'d / 1

i i f 7590-01 agreements with other government agencies, international organizations. . or state, local or foreign governments;' separate procedures for avoiding conflicts of interest will be employed in such agreements, as appropriate. .I20-1.5402 Definitiens I- -(a) " Organizational conflicts of interest" means that a relationship ? ( exists whereby a contractor or prospective contractor has present or planned interests related to the work to be performed under an NRC antract which: (1) May diminish its capacity to give impartial, technically sound, objective assistance.and advice or may otherwise result in a ~ biased work product, or (2) may result in its being given an unfair competiti.ve advantage. l I (b) "Research" means any scientific or technical work involving I theoretical analysis, exploration, or experimentation. (c) Evaluation activities" means any effort involving the. appraisal of a technology, process, product, or policy. (d) " Technical consulting and management support services" means internal assistance to a component of the NRC in the formulation or administre. tion of its programs, projects, or policies which normally require the contractor to be given access to information which has not been made available to the public or proprietary information. Such services typically include assistance in the preparation of program plans; an.d preparation of preliminary designs, specifications, or statements of work. (e) "Centract" means any contract, agreement, or other arrangement with the NRC except as provided in Section 20-1.5401(c). (f) " Contractor" means any person, firm, unincorporated asscc ation, joint venture, co-spons,or, partnership, corporation, affiliates thereof, or their successors in interest, including their chief executives, directors, key personnel (identified in the contract), proposed consultants t or subcontractors, which is a party to a contract with the NRC. (g) " Affiliates" means business concerns which are affiliates of each other when either directly or indirectly one concern or individual controls or has the pcwer to control another, or when a third party controls or has the power to control both (41 CFR 51-1.6C6-1(e)). .(h)~ " Subcontractor" means any subcontractor of any tier which performs work under a contract with the NRC except subcontracts for su;: plies and subcontracts in amounts of $10,000 or less. ( '., "Prosoective contractor" or " offeror" means any person, firm, unincorporated association, joint venture, partnership, cor;: oration, or j affiliates thereof, including its chief executive, directors, key personnel i (icentified in the prooosal), procosed consultants, or subcontractors, l suomitting a bid or proposal, solicited or unsolicited, to the NRC to obtain a contract. j i 8 e e 1119 $$8 I

7590-01 . (j) " Potential conflict of interest" means that a factual situation exists that suggests (indicates) that an actual confli.ct of interest may arise frcm award of a pecposed contract. The term " potential conflict of interest" is used to signify those situations which merit investigation prior to contract award in order to ascertain whether award would give rise to an actual conflict or which must be reported to the contracting officer for investigation if they arise during contract perfomance. 5 20-1.5403 Criteria for recognizing contractor organizational ccnflicts of interest (a) General. Two questions will be asked in detemining whether actual or potential organizational conflicts of interest exist: (1) Are there conflicting roles which might bias a contractor's judgment in relation to its work for the NRC7 (2) May the contractor be given an unfair competitive advantage based on the performance of the contract? The ultimate determination by NRC as to whether organizational conflicts of interest exist will be made in light of conTnon sense and good business judgment based upon the relevant facts disclosed and the work to be performed. While it is difficult to identify and to prescribe in advance a specific method for avoiding all of the various situations or relationships which might involve potential organizational conflicts of interest, NRC personnel will pay particular attention to proposed contractual requirements which call for the rendering of advice, consultation or evaluation activities, or similar activities that lay direct groundwork for the NRC's decisions on regulatory activities, future procurements, and research programs. (b) Situations or relationships which may give rise to organizational conflicts of interest. (1) The offeror or centractor shall disclose information concerning relationships which may give rise to organizational conflicts of interest under the following circumstances: (i) Where the offeror or contractor provides advice and recommendations to the NRC in a technical area in which it is also providing consulting assistance in the same arec to any organization regulated by the NRC. (ii) Where the offeror or contractor provides advice to the NRC on tne same or similar matter in which it is also providing assistance to any organization regulated by the NRC. ~ i (iii) Where the offeror or contractor evaluates its own products or services, or tne products or services of another entity where the offeror or contractor nas been suostantially involved in their development or marke ting. (iv) Where the awarc of a centract would otherwise result in placing tne offeror or contractor in a conflicting role in whicn its jucgment may be ciased in relation to its work for One NRC or may otherwise result in an unfair comcetitive acvantage for tne offeror or contractor. 3 1119 339

7590-01 (2) The contracting officer may request specific information from an offeror or contractor or may require special contract provisions such as provided -in 520-1.5405-2 in the following circumstances: (1) Where the offeror or contractor prepares specifications which are to be used in competitive procurements of products or services covered by such specifications. (ii) Where the offeror or contractor prepares plans for specific approaches or methodologies that are to be incorporated into competitive ~ procurements using such approacnes or methodologies. (iii) Where the offeror or contractor is granted access to information not available to the public concerning NRC plans, policies, or programs which could form the basis for a later procurement action. (iv) Where the offeror or contractor is granted access to proprietary infomation of its ccmpetitors. (v) Where the award of a contract might otherwise result in placing the offeror or contractor in a conflicting role in which its judgment may be biased in relation to its work for the NRC or may otherwise result in an unfair competitive advantage for the offeror or contractor. (c) Policy application guidance. The following examples are illustrative only and are not intended to identify and resolve all contractor organizational conflict of interest situations. (1) Examole. The XYZ Corp., in response to a request for proposal (RFP), proposes to undertake certain analyses of a reactor component as called for in the RFP. The XYZ Corp. is one of several companies considered to be technically well qualified. In response to the inquiry in the RFP, the XYZ Corp. advises that it is currently perfoming similar analyses for the reactor manufacturer. Guidance. An NRC contract for that particular work nomally would not be awarded to the XYZ Corp. because it would be placed in a position in which its judgment could be biased in relationship to its work for NRC. Since there are other well-qualified companies available, there would be no reason for considering a waiver of the policy. (2) Example. The ABC Corp., in response to a RFP, preposes to perfom certain analyses of a reactor component which are unique to one type of advanced reactor. As is the case with other technically cualified companies responding to the RFP, the ABC Corp. is performing various projects for several different utility clients. None of the ABC Corp. projects have any relationship to the work called for in the RFP. Based on the NRC evaluation, the ABC Corp. is considered to be the best qualified comoany to perform the work outlined in the RFP. .1 \\\\\\

7590-01 Guidance. An NRC contract nonnally could be awarded to the ABC Corp. because no conflict of interest exists which would motivate bias with respect.to the work. An appropriate clause would be included in the contract to preclude the ABC Corp. frcm subsequently contracting for work during the performance of the NRC contract with the private sector which could create a conflict. For example, ABC Corp. would be precluded from the performance of similar work for the company developing the advanced reactor mentioned in the example. ~ 1(3) Example. As a result of operating problems in a certain type of comercial nuclear facility, it is imperative that NRC secure specific data on various operational aspects of that type of plant so as to assure adequate safety protection of the public. Only one manufacturer has extensive experience with that type of plant. Consequently, that company is the only one with whcm NRC can contract which can develop and conduct the testing programs required to obtain the data in reasonable time. That company has a definite interest in any NRC decisions that might result from the data produced because those decisions affect the reactor's design and thus the company's costs. Guidance. This situation would place the manufacturer in a role in which its judgment could be biased in relationship to its work for NRC. Since the nature of the work required is vitally important in terms of NRC's responsibilities and no reasonable alternative exist:.., a waiver of the policy may be warranted. Any such waiver shall be fully documented and coordinated in accordance with the waiver provisions of this policy with particular attention to the establishment of protective mechanisms to guard against bias. (4) Example. The ABC Co. submits a proposal for a new system for evaluating a specific reactor ccmponent's performance for the purpose of developing standards that are important to the NRC program. The ABC Co. has advised NRC that it intends to sell the new system to industry once its practicability has been demonstrated. Other companies in this business are using older systems for evaluation of the specific reactor ccmponent. Guidance. A contract could be awarded to the ABC Co. provided tnat the contract stipulates that no information produced under the contract will be used in the contractor's private activities unless sucn information has been reported to NRC. Information which is reported to NRC by contractors will normally be disseminated by NRC to others so as to preclude an unfair competitive advantage that might otherwise accrue. When NRC furnishes information to the contractor for the perfornance of contract work, it shall not be used in the contractor's private activities unless such information is generally available to others. Further, the contract will stipulate that the contractor will infona the NRC contracting officer of all situations in which the infomation develooed under the contract is proposed to be used. 5

7590-01 (5) Example. The ABC Corp., in response to a RFp proposes to assemble a map showing certain seismological features of the Appalachian fold belt. In accordance with the representation in the RFP and 5 20-1.5403(b)(1)(i), ABC Corp. informs the NRC that it is presently doing seismological studies for several utilities in the Eastern United States but none of the sites are within the geographic area contemplated by the NRC study. Guidance. The contracting officer would normally conclude that award of a contract would not place %BC Corp. in i conflicting role where its judgment might be biased. The work for others clause of 5 20-1.5405-1(c) would preclude ABC Corp. from accepting work during the term of the NRC contract which could create a conflict of interest. (d) Other considerations. (1) The fact that the NRC can identify and later avoid, eliminate, or neutralize any potential organizational conflicts arising from the performance of a contract is not relevant to a detennination of the existence of such conflicts prior to the award of a contract. (2) It is not relevant that the contractor has the professional reputation of being able to resist temptations which arise from organizational conflicts of interest, or that a follow-on procurement is not involved, or that a contract is awarded on a competitive or a sole source basis. 520-1.5404 Representation (a) The following procedures are designed to assist the NRC contracting officer in determining whether situations or relationships exist which may constitute organizational conflicts of interest with respect to a particular offeror or contractor. (b) Representation procedure. The following organizational conflicts of interest representation provision shall be included in all solicitations and unsolicited proposals for: (1) Evaluation services or activities; (2) technical consulting and management support services; (3) research; and (4) other contractual situations where special organizational conflicts of interest provisions are noted in the solicitation and would be included in toe resulting contract. This representation requirement shall also apply to all modifications for additional effort under the contract except those issued under the " changes" clause. Where, however, a statement of the type required by the organizational conflicts of interest representation provision has previously been submitted with regard to the contract being modified, only an updating of such statement shall be required. ) ) ) ') bh

7590-01 ORGANIZATIONAL CCNFLICTS OF INTEREST REPRESENTATION I represent to the best of my knowledge and belief that: The award to of a contract or the modification of.an existing contract coes ( ) or does not ( ) involve situations or relationships of the type set forth in 41 CFR 520-1.5403(b-)(1). (c) Instructions to offerers. The following shall be included in all NRC solicitations: (1) If the representation as completed indicates that situations or relationships of the type set forth in 41 CFR 520-1.5403(b)(1) are involved, or the contracting officer otherwise determines that potential organizational conflicts exisu, the offeror shall provide a statement in writing which describes in a concise manner all relevant facts bearing on his' representation to the contracting officer. If the contracting officer determines that organizational conflicts exist, the following actions may be taken: (1) Impose appropriate conditions which avoid such conflicts, (ii) disqualify the offeror, or (iii) determine that it is otherwise in the best interest of the United States to seek award of the contract under the waiver provisions of 520-1.5411. (2) The refusal to provide the representation required by 5 20-1.5404(b) or upon request of the contracting officer the facts required by 120-1.5404(c), shall result in disqualification of the offeror for award. The nondisclosure or misrepresentation of any relevant interest may also result in the disqualification of the offeror for award; or if such nondisclosure or misrepresentation is discovered after award, the resulting contract may be terminated. The offeror may also be disqualified fr0m subsequent related NRC contracts and be subject to such other remedial actions provided by law or the resulting contract. (d) The offeror may, because of actual or potential organizaticnal conflicts of interest, propose to exclude specific kinds of work frem the statements of work contained in a RFP unless the OFP specifically prohibits such exclusion. Any such prooosed exclusion by an offeror will be, considered by the NRC in the evaluation of procosals. If the NRC considers the proposed excluded work to be an essential or integral part of the required work and its exclusion would work to the detriment of the competitive posture of the other offerors, tne proposal must be rejected as unacceptable. (e) The offeror's failure to execute the reoresentation required by subsection (b) above with res::ect to invitaticn for bids will be considered to be a minor informality, and tne offeror will be permitted to correct the emission. I 20-1.5405 Contract clauses i 20 1.5405-1 General centract clause 1119 343 _7

7590-01 All contracts of the types set forth in 520-1.5404(b) shall include the following clauses: (a) Purpose. The primary purpose of this clause is to aid in ensuring that the contractor: (1) Is not placed in a conflicting role because of current or plan.ned interest (financial, contractual, organizational, or otherwise) which relate to the work under this contrac t, and (2) does not obtain an unfair competitive advantage over other parties by virtue of its performance of this contract. (b) Scope. The restrictions described herein shall apply to perfonnance or participation by the contractor as defined in 41 CFR 5 20-1.5402(f) in the actitities covered by this clause. (c) Work for others. Notwithstanding any other provision of this contract, during the tenn of this contract, the contractor agrees to forege entering into consulting or other contractual arrangements with any firm or organization, the result of which may give -ise to a corJ11ct of interest with respect to the work being performed .Jer this concract. The contractor shall ensure that all employees who are employed full time under this contract and employees designated as key personnel, if any, under this contract abide by the provision of this clause. If the contractor believes with respect to itself or any such employee that any proposed consultant or other contractual arrangement with any firm or organization may involve a potential conflict of interest, the contractor shall obtain the written approval of.the contracting officer prior to execution of such contractual arrangement. (d) Disclosure after award. (1) The contractor warrants that to the best of its knowledge and belief and except as otherwise set forth in this contract, it does not have any organizational conflicts of interest, as defined in 41 CFR 120-1.5402(a). (2) The contractor agrees that if after award it discovers organizational conflicts of interest with respect to this contract, it shall make an imediate and full disclosure in writing to the contracting officer. This stateinent shall include a description of the action which the contractor has taken or proposes to take to avoid or mitigate such Conflicts. The NRC may, however, ter ninate the contract for convenience if it deems such ter nination to be in the best interests of the government. (e) Access to and use of information. (1) If the contractor in the perfor nance of this contract obtains access to information, such as NRC plans, policies, reports, studies, financial plans, internal data protected by the Privacy Act of 1974 (Pub. L. 93-573), or data which has not been released to tne public, the contractor agrees not to: (i) Use such information for any private purpose until the infor nation has been released to the public; (ii) comcete for work for the Comission based {))$ bk4

7590-01 on such information for a period of six (5) months after either the ccmoletion of this contract or the release of such information to the puolic, wnicnever is first, (iii) submit an unsolicited proposal to ne government based on such it; formation until one year after the release of such information to the public, or (iv) release the information without prior written approval by the contracting officer unless such information has previously been released to the public by the NRC. (2) In addition, the contractor agrees that to the extent it receives dr is given access to proprietary data, data protected by the Privacy. Act of 1974 (Pub. L. 93-579), or other confidential or privileged technical, business, or fi.nancial infor naticn under this contract, tne contractor shall treat such information in accordance witn restrictions placed on use of the information. (3) The contractor shall have, subject to patent and security provisions of this contract, the right to use technical data it produces under this contract for private purposes provided that all requirements of this contract have been met. (f) Subcontracts. Except as provided in 41 CFR i20-1.5402(h), the contractor shall include this clause, including this paragraph, in subcontracts of any tier. The terms " contract," " contractor," and " contracting officer," shall be appropriately modified to preserve the government's rights. (g) Remedies. For breach of any of the above proscriptions or for intentional nondisclosure or misrepresentation of any relevant interest required to be disclosed concerning this contract or for such erroneous representations as necessarily imply 'ad faith, the government may terminate the contract for default, cisqualify the contractor from subsequent contractual efforts, and pursue other remedies as may be permitted by law or this contract. (h) Waiver. A recuest for waiver under this clause shall be directed in writing through the contracting officer to tne Executive Director for Operaticns (ECO) in accordance with the procedures outlined in i20-1.5411. I20-1.5405-2 Special c:ntract provisions. (a) If it is determined from the nature of the proposed contract tnat organizational conflicts of interest exist, the contracting officer may cetermine that such conflict can be avoided or after cbtaining a waiver in accordance witn 120-1.5411, neutralized througn tne use of an appropriate saecial contract orovisi:n. If accropriate, the offeror may negotiate the ter ns and conditions of these clauses, inclucing the extent and time :eriod of any sucn restriction. These provisions include out :re not limited to: t y _g_ 1119 345

7590-01 (1) Harcware exclusion clauses which prohibit the acceptance of procuction contracts 'ollowing a related nonproduction contract previously performed by the contractor; (2) Software exclusion clauses; (3) Clauses which require the contractor (and certa.in of his key personnel) to avoid certain organizational conflicts of interest; and (4) Clauses which provida for protection of confidential data and guard against.its unau.tnorized use. (b) The folicwing additional contract clause may be included as section (i) in the clause set forth in 5 20-1.5405-1 when it is determined that award of a follow-on contract would constitute an organizational conflict of interest. (i) Follow-on effort. (1) The contractor shall be ineligible to participate 'in NRC contracts, subcontracts, or procosals therefor (solicited or unsolicited) which stem directly from the contractor's performance of work under this contract. Furthermore, unless so directed in writing by the contracting officer, the contractor shall not perform any technical consulting or management support services work or evaluation activities under this contract on any of its products or services or the products or services of another firm if the contractor has been substantially involved in the development or marketing of such products or services. (2) If the contractor.under this contract prepares a complete or essentially complete statement of work or specifications, tne contractor shall be ineligibi-e to perform or participate in the initial contractual effort wnich is based on such statement of work or specifications. The contractor shall not incorporate its procucts or services in such statement of work or specifications unless so directed in writing by the contracting officer, in which case the restriction in this subcaragraoh shall not apply. (3) Nothing in this paragrapn shall precluce the contractor from offering or selling its standard cor ercial items to tne government. i 20-1.54C6 Evaluation, findings, and contract awarc The contracting officer will evaluate all relevant facts submittec by an offerer pursuant to the reoresentation requirements of !20-1.5aCa(b) and other relevant information. After evaluating this information against tne criteria of i 20-1.5403, a finding will be mace by tne contracting officer whether organizational conflicts of interest exist witn resoect to a particular offeror. If it has been determined nat conflicts of interest exist, tnen :ne contracting officer shall eitner: (a) Disqualify the offerer frcm award, 1c. \\\\\\

7590-01 (b), Avoid or eliminate sucn conflicts by aporcoriate measures; or (c) Award tne contract under the waiver provision of !20-1.5411. 120-1.5407 Conflicts identified after award. If potential organizational conflicts of interest are icentified after award with respect to a particular contractor, the contracting officer determines that such conflicts do, in fact, exist and that it - I would not be in tne best interests of the government to terminate the contract as provideo in the clauses required by 520-1.5405, the contracting officer will take every reasonable action to avoid, eliminate, or, after obtaining a waiver in accordance with 120-1.5411, neutralize the effects of the identified conflict. 120-1.5,408 (Reserved) 520-1.5409 (Reserved) l 120-1.5410 Subcontracts The contracting officer shall require offerors and contractors to submit a representation statement in accordance with !20-1.5a04(b) frem subcontractors and consultants. The contracting officer shall require the contractor to incluce contract clauses in accordance witn i20-1.5405 in consultant agreements. or subcontracts involving performance of work under a prime contract covered by this subsection. I20-1.5411 Waiver In the first instance, cetemination witn respect to the need to seek a waiver for specific contract awards shall be made by the contracting officer with the advice and concurrence of the program office director and the Office of 5xecutive Legal Director. Upon the recorzendation of the contracting officer, and after consultation with the Office of the General Counsel, the E00 may waive the policy in specific cases if he determines that it is in the best interest of the United States to do so. Sucn acticn shall be strictly limited to those situations in whicn: (1) The work to be perfomed under certract is vital to the NRC program; (2) the work cannot be satisfactorily performed except by a contractor wnose interests give rise to a question of conflict of interest; and ' 3) contractual and/or tecnnical review and supervision methods can te employed by NRC to neutralize tne conflict. For any sucn waivers, the justification and accroval cocuments snall ce placed in the ?uolic Document Rcca. 1119 547

7590-01 920-1.5412 Remedies l l In addition to such other remedies as may be Demitted by law or contract for a breach of the restrictions in this subcart or for any intentional misrepresentation 3r intentional nondisclosure of any relevant interest required to be provid1d for this section, the NRC may debar the contractor from subsequent NRC centracts. Dated at Washinct06. D.C this 27th day of March 1979. For the Nuclear Regulatory Ccmmission j n ) CCcuudh Ca uk i Samuel V. Chilk e Secretary ofl the Commission 't- -;2-

.,~ 2[15/78 ss Consisting of Pages 1 through 23 GENERAL PROVISION FIXED PRICE SUTPLY 00NIRACT TABLE OF CONTENTS Standard Form 32, General Provisions (Supply Contrac c.) Containing the following listed Articles on pages 1 through 5 of the form pita additional Articles on pages 6 through 20 attached thereto. ARTICLE TITLE PAGE 1 1 Definitions..................................................... 1 2 Changes......................................................... 1 3 Extras.......................................................... 4 Variation In Quantity........................................... 1 1 5 Inspection...................................................... 6 Re spo ns ib ility Fo r S upp lies..................................... 2 2 7 Payments........................................................ 2 8 Assignment of Cla1=s............................................ 9 Additional Bond Security........................................ 2 10 Examination of Records By Comptroller General................... 2 li Default......................................................... 2 12 Ufspstes........................................................ 3 13 Notice and asistance Regarding Patent and Copyright Infringement.................................................. 3 14 Buy American Act................................................ 3 15 C o nv i c t Lab o r................................................... 4 16 Contract Work Hours and Safety Standards Act - Ov er t ime C omp en s a tio n......................................... 4 4 17 '4alsh-Healey Public Contracts Act............................... 18 Iq ua l Op p o r t un i ty............................................... 4 19 o f ficial s No t To Bene f1t........................................ 5 20 Covenant Agains t Contingent Fees................................ 5 21 Utilization of Small Business Concerns.......................... 5 22 Utilization o f Labor S urplus Area Concerns...................... 5 23 U tiliza tion of Minority Business Concerns....................... 5 24 P r ic i n g o f Adj us t=en ts.......................................... 5 25 Pay =ent of Interes t On Contractors ' Claims...................... 5 8 26 Alterations........... ...................................s..... 27 Lis ting o f Emp loyment 0p enings.................................. 6 23 Employment of the Handicapped................................... 5 29 Clear Air and Water............................................. 10 30 Federal, State and Local Taxes.................................. 11 31 Te rmination For CcTresience of the Government................... 12 32 Minority Business Enterprises Subcontracting Program............ 17 33 Preference For U.S. Flag Air Carriers........................... 13 34 No tice To the Government of Labo r Disputes...................... 13 35 Permits......................................................... 19 36 R e ne g o t ia t i o n................................................... 19 37 Patent Indemnity................................................ 19 33 Reporting Royalties............................................. 20 39 No tic e Re ga rding La t e 2 elive ry.................................. 20 1119 349

GENERAL PROVIS'ON FIXED PRICE SUPPLY CONTRACT (Cont.) ARTICLE TITLE PAGE 40 Stop Work Order............................................. 21 41 Publication and Publicity................................... 22 42 Dissemination of Contract Information....................... 22 43 Wo rk fo r O t h e rs............................................ 23 f 1 i 1119 35C 1 I e ii I

GENERAL PROVISIONS (Supply Contract)

1. DEFtNtTIONS without limitation raw materials, components, intermediate As used throughout this contract, the followir terms shall assemblies, and end products) shall be subject to inspection and test by % Government, to the extent practicable at all times and have the meaning set forth below:

(a) The term " head of the agency" or " Secretary" as used places including the period of manufacture, and in any event prior herein means the Secretary, the Under Secretary, any to acceptance. Assistant Secretary, or any other head or assistant head (b) In case any supplies or lots of supplies are defective in of the executive or military department or other Federal material or workmanship or otherwise not in conformity with the agency; and the term "his duly authorized representative" requirements of this contract, the Government shall have the means.any person or persons or board (other than the right e:ther to reject them (with or without instructions as to Contracting Oscer) authorized to act for the head of the their disposition) or to require their correction. Supplies or lots agency or the Secretary. of supplies which have been rejected or required to be corrected (b) The term " Contracting Oscer" means the remn executing shall be removed or, if permitted or required by the Contneting this contract on behalf of the Government. and any other Omcer, corrected in place by and at the expense of the Contnetor omcer or civilian employee who is a properly designated promptly after notice, and shall not thereafter be tendered for Contracting Oscer; and the term includes, except as other-acceptance unless the former rejection or requirement of corree-wise provided in this contract, the authcrized representa-tion is disclosed. If the Contractor fails promptly to remove such tive of a Contracting Oscer acting within the linuts of his supplies or lots of supplies which are required to be removed, or authority, promptly to replace or correct such supplies or lots of supplies, (c) Except as otherwise provided in this contract, the term the Government either (i) may by contract or otherwise replace " subcontracts" includes purchase orders under this or correct such supplies and charge to the Contractor the cost contract. ocessioned the Government theraby, or (ii) may terminate this contract for default as provided in the c!ause of this contract

2. CHANCH entitled " Default." Unless the Contnetor corrects or replaces The Contracting Omeer may at any time, by a written order, such supplies within the delivery schedule, the Contracting Omeer and without notice to the sureties, make changes, within the gen-may require the delivery of such supplies at a reduction in price eral scope of this contact,in any one or more of the following:

which is equitable under the circumstances. Failure to agree to (i) Drawings, designs, or specineations, where the supplies to be such reduction of price shall be a dispute concerning a question furnished are to be specially manufactured for the Government of fact within the meaning of the clause of this contract entitled in accordance ther- .h; (ii) method of shipment or packing; "D sputes." and (iii) place of cery. If any such change esuses an increase (e) If any inspection or test is made by the Government on the or decrease in the ost of, or the time required for, the perform-premises of the Contractor or a subcontractor, the Contractor ance of any part of the work under this contract,whether changed without additional charge shall provide all reasonable facilities or not changed by any such order, an equitable adjustment shall and assistance for the safety and convenience of the Government be made in the contnet price or delivery schedule, or both, and inspectors in the performance of their duties. If Government the contract shall be me zified in writing accordingly. Any claim by inspection or test is made at a point other than the premises of a the Contractor for adjustment under this clause must be asserted the Contractor or a subcontract, it aball be at the expense of a within 30 days froen the date of receipt by the Contractor of the g ggg notifleation of change: Provtded, however, That the Contracting Prmfed, That in case of rejection the Government shall not be Omeer, if he decides that the facts justify such action, may re-liable for any reduction in value of samples used in connection ceive and act upon any such claim asserte.1 at any time prior t with such inspection or test. All inspections and tests by the anal payment under this contnet. Where the cost of property Government shall be performed in such a manner as not to unduly made obsolete or excess as a result of a change :,s included in the delay the work. The Government reserves the r:ght to charge to Contractor's claim fc. adjustment, the Contracting Omcer shall the Contractor any additional cost of Government inspection and have the right to presertbe the manner of disposition of such test when supolies are not ready at the time such inspection and property. Failure to agree to any adjustment shall be a d:,spute test is requested by the Contractor or vhen reinspection or retest concerning a question of fact within the meaning of tP "e of is necessitated by prior rejection. Acceptance or rejaction of the tLs contract ent; tied "D sputes. However, nothing in tha, asure supplies shall be made as promptly as practicaMe after delivary, shall excuse the Contractor from proceeding vith the contreet as except as otherwise provided in this contract; but failure to chan ed. inspect and accept or reject supplies shall neither relieve the Contractor from responsibility for such supplies as are not in

3. EXTm acccrdance w:th the contract requirements nor ;mpose liability Except as otherwise provided in this contnet, no payment for g

extras shall be made unless such extras and the price therefor (d) TN,nsocction and test by the Government of 2nv supplies i have been authorized in wr: ting by the Contracting Omcer. or lots thereof does not rei; eve tne Contractor from any r=sponsi-

4. V.uuA*!oN IN Qt'ANTmf bili?/ regarci. E defects or other failures to meet the contract No variation in the quantity of any item cal:ad for by this con.

requirements which may be discovered prior to acceptance. tract v:ll be acceeted unless such var at:on has been caused by Except as cthermse provided in this contract acceptance sna ! eenditions of Ic25iing, shipping, or packing, 3r allowances in be conciusiva excapt as recaris latent defects, frauc. cr suen manufacturing processes. and then only to the ex*ent, if any, g oss mistakes as amount to fraud. specid.ed e:sewhere in this contnet. fe) The Centractor shall prw:de and maintain an insrectio: system accaptable to the Government ecrer:nz tha supplies

5. IN3PrcitoN ger un er, gec37,is if a;l inecetion vork br de C3ntractcr tal Au supplies (which term thmughout dis clause ir.ciudes

<ha;l 'ce kept ecmp;ete and avadaEe to the Govarnment i.t r:ng stacuo reev n % :_n. i s.escre,o ey csA, ppct t 'FH *-ii.01 32-109 7 t) 2 '" 1 I/ J31

the performance of this contract and for such longer period as surety fails to furntah reports as to his %=w=1 condition from may be specided elsewhere in this contract. time to time as requested by the Government, the Contractor shall promptly furnish such additional security as may be required & Rzsrommy ros 3m from time to time to protect the interests of the Government and Except as otherwise provided in this contract (1) the Con-of persons supplying labor or materials in the prosecution of the tractor shall be responsible for the supplies covered by this work contemplated by this contract. contract until they are delivered at the designated delivery point, regardless of the point of inspection; (ii) after delivery to the

10. EMWAUON OF Rzecaos av COMPT 101.IIR GEMAI.

Government at the designated point mi prior to acceptance by (a) This clause is applicable if the amount of this contnet the Government or rejection and giving notice thereof by the exceeds $10,000 asd was entered into by means of negotiation, Government, the Government shun be responsible for the !oss or including small buainess restricted advertising, but is not appli-destructics of or damage to the supplies only if such loss, cable if this contract was entered into by means of formal destruction, or damage results from the negligence of ot!!cers. advertising. agents, or employees of the Government acting within the scope (b) The Contractor agrees that the Comptroller General of the of their employment; and (iii) the Contractor shall bear all riska United States or any of his duly authorized representatives shall, as to rejected supplies after notiew of rejection, except that the until the expiration of 3 years after anal payment under this Government shall be responsible for the loss, or itructica of, or centract or such lesser time specided in either Appendix 11 of the hmnge to the supplies only if such loss, destruction or damage Armed Services Procurement Pegulation or the Federal Procure-results from the gross negligence of officers, agents, or employees ment Regulations Part 1-20, as appropr: ate, have access to and of the Government acting within the scope of their emsloyment. the right to examine any directly pertinent books, documents, 7 p3gg papers, and records of the Contractor involving transact:ons re-laced to this contract. The Contneter dan be paid, upon the submission of proper (c) Le Contractor further agrees to include in all his sub-invoices or vouchers, the prices stipulated herein for supplies hm W ap h 2'h & 'h 6 h e delivered and accepted or services rendered and accepted, Mss tor agrees that the Comptroller General of de United States or deductions, if any, as herein provided. Unless otherwise specified. any f his duly auth rimed Mpresentat:yes shall, until the espirs-payment will be made on partial deliveries accepted by the Gov-t:en of 3 years after anal payment under the subcontract or such ernment when the amount due on such deliveries so warrsnts; lesser time specided in either Appendix M of the Armed Services or, when requested by de Contractor, payment for accepted par-Procurement Reguist:en or the Federal Procurernent Regulations tial deliveries shall be made whenever such payment would equal Part 1-20, as appropriate, have access to and the r:ght to examine or exceed either 31,000 or 50 pereens of the total amount of this any directly pertinent books, docu=ents, papers, and records of e ntnet. such subcontnetor, invoinng transactions related to the sub-

3. Assicym:NT oF Ct. m t3 contract. The term "subeentraet" as used in this clause exe!udes (a) Pursuant to the provisions of the Assignment of Claims (1) purchase orders not exceeding $10.000 and (2) subcontrsets Act of 1940, as amended (31 U.S.C. 203. 41 U.S.C.15), if this or purchase orders for public utility services at rates established contract provides for payments aggregating $1,000 or more, for uniform applicability to the general public, claims for moneys due or to become due the Contractor from the (d) The periods of access and examimtion describad in (b)

Governrnent under this contract may be ass:gned to a bank, trust and (c), above, for records which relate to (1) appeals under company, or other inane:ng institution. including any Federal the " Disputes" clause of this contnet, (2) litigation or the lending agency, and may thenafter be further assigned and settlement of claim: ansing out of the perfermance of this con-resssigned to any such institution. Any such assignment or re-tnet, or (3) costs and expenses of this contnet as to nich ex-assignment shall cover all amounts payable under this contrset ception has been taken by the Comptroller General or any of his and not already paid, and shall not be made to more than one daly authorized representatives. shall continue until such appes!s, part*/, except that any such assignment or reassignment may be litigation, claims. or exceptions have been dispesed of. made to se party as agent or trustee for two or more carties "* n## par-ie:pating in such ananci::g. Unless othermse provided in this contrset. payments to an assignee of any moneys due or to (a) T'.e Govern:nent may, subieet to the provisions of pars-beecr-e due under this contnet shall not, to the extent provided gnpn (c) below. by wr:tten notice of default to the Contrsetor, in said Act, as amended, be subject to reduction er setod. (The ter ninate the whole or any part of this contract in any one of prececing sentence applies only if dis contract is mace in time of de SI!o v'ng c:reumstances: war or natonal emerency as dedned in said Act and is mth the ti) If de Contnetot fa:Is to ma;ce deliver 7 of de supplies or Oepartment of Defense, de Genersi Sernees Administntion. de to perSrm the services mthin de time spec:ded hen:n or any

X**"81

" *h"*2f OF EnerTy Researan and Cevelopment Administntion, the National Aeronautics and Space Administ stion the Federal Aviat:en (ii) If de Contractor fails to per'erm any of de other pro-Administrstion. or any other depar*me::t or agency of the United ns:cns of this contrset, or so fails to ma;ce pro. rass as to States desgnated by the President pursuant to C!ause 4 of de endanger per'ormance of this contract in accoriance mth its ter ns, and in either of these t vo c:reumstances dces ut cure pronso of seenca 1 of the Assignment of C' aims Act of 1940, as amenced by the Act of May 15,1351, 65 Stat. 41.) such facun mein a per od of M davs f or suen Ionger par od M In no event shall ecoies of 6:s contnet or of any clans, as de Con nenne 0$cer may author:re in v-. ting) after spacideat: ens, or other similar iccuments raiating to v?rk under receipt of n tice from de Contraenng 06cer spae:fy:rg such f 2 U2"- Mis conn 2e. !f marked " Top Seerat. * "See-at. or "Conddential," Se furaisned to iny assis:-.ee of any cia.m ar s:ng under th:s (b) In -he avent da Govenment ter ninates dis ten net in contract 3r to 2ny :ther narson net ent:tlad to nee:ve de same. Th ie n in pa9 as med in parst sch iai of ms clause. te Ho"'evar. a ecpy of 2ny par

or 21 of this contrset so markec may C"*r*U* '*37 ?F"37* 3rca SUOn t'm:s and in ?uch manner be :ur :shed or anv inbr-atica mntatned deren mar ha dis _

23 de Contnet:nr 0".cer may iea m 2 m r nate. ?uppdes r

osed. to such issir".ee 2non de nr or v-tien author $ation of wrnees rm::ar to hose so er-: sted, ano de Contnetor sn t.'

-he Qntnering Ofeer. ~ he :able to da Cor*- man: Sr 2n" ax: ass :ests Sr r:en nm;;st mpJes tr ser - ees: P-ar &. Sat he Qntne r sna.! mnt nue 1 Mci- *N u 30ND Src-m .-..arn ance d ::s eentract to de n ent net er = nated 'f n rm uc~n 2n hend u--ishei in connae-ion md 5s under de,mns:ns of 2:s eizusA .?ntnet *aermes anse:ept:bie to ice Gover ment ar : 2ny suen 'a E:::ert vth res ee to tefauds -t uccontnmo-s. -he IT.OMOF-84 M sm 44!) j lll9 bb2 y

Contractor shall not be liable for any excess costs if the failure to ing Odeer, who shall reduce his decision to writing and mail or perform the contract arises out cf causes beyond the control and otherwise furnish a copy thereof to the Contractor. The decision without the fault or negligence of the Contractor. Such causes of the Contracting Odeer shall be anal and conclusive unless, may include, but are not restricted to, acts of God or of the public within 30 days from the date of receipt of such copy, the Con-enemy, acts of the Government in either its sovereign or con-tractor mails or otherwise furnishes to the Contracting OScer tractual capacity, dres, floods, epidemics, quarantine restrictions, a written appeal addressed to the Secretary. The decision of the strikes, freight embargoes, and unusually severe weather; but Secretary or his duly author: zed representative for the determi-in every case the failure to perform must be beyond the control nation of such appeals shall be inal and conclusive unless de-and without the fault or negligence of the Contrector. If the termined by a court of competent jur:sdiction to have been failure to perform is caused by the default of a subcontractor, fraudulent, or capricious, or arbitrary, grossly erroneous and if such default arises out of causes beyond the control of both as necessarily to imply bad faith, or not su 'rted by substantial the Contractor and subcontnetor, and without the fault or evidence. In connection with any appeal proceeding under this negligence of either of them, the Contractor shall not be liable clause, the Contractor shall be atforded an opportunity to be for any excess costs for failure to perform, unless the supplies heard and to o:fer evidence in support of its appeal Pending or services to be furnished by the subcontractor were obtainable finas decision of a dispute hereunder, the Contractor shall proceed from other sources in suScient time to permit the Contractor to diligently with the performance of the contract and in accordance meet the requ%d delivery schedule. with the Contracting Omcer's decision. (d) If this antract is terminated as provided in paragnph (b) This " Disputes" clause does not preclude consideration of (a) of this clause, the Government, in addition to any other rights law questions in connection with decisions provided for in para-provided in this clause, may require the Contractor to transfer graph (2) above: Provided. That nothing in this contract snall be title and deliver to the Government, in the manner and to the construed as making anal the decision of any administntive extent directed by the Contracting Oecer, (i) any com,ieted emcial. representative. or beard on a question of la.. supplies, and (ii) such partially completed supplies and materials,

13. NOTICE AND ASSISTANCE RECARDING PATENT AND parts, tools, dies, jigs, axtures, plans, drawings, information, ComttcHT INMtINGEMENT rd contract rights (hereinafter called " manufacturing ms.

terials) as the Contractor has specideally produced or spe. The provisions of this clause shall be applicable only if the ciacally acquired for the performance of such part of this contract amount of this contract exceeds $10,000. as has been terminated; and the Contractor shall, upon direction (a) The Contractor shall report to the Contracting Oecer, of the Contracting 0$cer, protect and preserve property in promptly and in reasonable written detail, each notice or claim possession of the Contractor in whien the Government has an of patent or copyright infringement based on the performance of interest. Payment for completed supplies delivered to and ae. this contract of which the Contractor has knowledge. eepted by the Government shall be at the contract price. Payment (b) In the event of any claim or suit against the Government for manufacturing materials delivered to and accepted by the on account of any alleged paterd or copyright infringement Government and for the protection and preservation of property arising out of the performance of this contract or out of the use shall be in an amount agr-ed upon by the Contractor and Con. of any supplies furnishad or work or services performed here-tracting Omcer: failure to agree to such amount shall be a dispute under, the Contractor shall furnish to the Government, when concerning a question of fact within the meaning of the clause of requested by the Contracting Odcer, all ev:dence and information this contract entitled " Disputes." The Government may withbald in possession of the Contractor per ain:ng to such suit or claim. from amounts otherwise due the Contractor for such completed Such evidence and information shall be furnished at the expense supplies or manufseturing mater:als such sum as the Contracting of the Government except where the Contractor has agreed to Odeer determines to be necessary to protect the Government indemnify the Government. against loss because of outstanding liens or claims of former lien holders.

14. BcT AMEarcAN ACT (e) If, after netice of termination of this contract under the (a) In acquiring end products, the Buy American Act (41 U.S.

prov:sions of this clause, it is determined for any reason that the Code 10 a-1) provides that de Government g:ve preference to Contractor vas noc in default under the provisions of this clause, domest:e source end products. For de pu pose of Gis clause: or that the default was excusable under the previsions of this (!) " Components" means dose articles, mater:als, and sup-c!ause, the rights and obligations of the parties shall, if the con. plies which are directly incorporated in the end products; tract contains a clause providing for termination for convenience (ii) "End products" means those articles, materials. and of de Gover. ment. be the same as if the notice of termination supplies. vhich are to be acqu: red under 'h:s contract for public had been issued pursuant to such clause. If, after ::otice of termi. use; and nation of this centract under the prov:sions of dis clause, it is (i.i) A " domestic sou ee end product" means ( A) an un-determined for any reason chat de Contractor was not in default manufacturad end product vhich has been mined or producad under the provisions of this clause. and if this contract does not in d a United States and (B) an end product manufactured in contain a clause provid:ng for termination for convenience of the

he United States if the cost of the components theraof which Government. de contract shall be aquitably adjusted to ecmpen.

ar-mined. pro <iueed. or manufactured in the United States ex-l sate for such term: nation and the contract modifiad according!y ceads 50 percent of the cost of all its ecmponents. For de fadure to serae to any such ad!ustment shall be a dispute con. purnoses of dis 'a)(iii)(B), components of foreizn er:zin of ceming a question of fact w'. thin de meaning of the clause of this de same r.me er 'cnd as the products referred to :n (b)(ii) or centract ent11ed " Disputes." ( i.i) of 2:s clause shai! be treated as components minao. pro-(f) The rizr.ts and ramedies of the Government provided in dis ducad. or n'anufactured in de Un:ted States. clause shall not be exeiusive and are in addition to any oder 'b e The Contractor agraes dat dere vill be :elivared 2nder ric.ts and remedies orovided by :aw or under this centrac*. th:s :ontract cn!y domestic source end prxucts, except and ';) As used M parag a::h (ci cf this clause, de terms "sub- ':r w uet3: cent acter' and 7:bcentracters" mean subcoct actcri s t at sit T.ich ara f or use cutside de Umted S*ates: any ticr. (:n Th en ee Government dete- ;nes are not m:ned. pro-

ucad. ^r marufac*ured.n tre Umteo States in sufcant and

12. OtsPT'S reasenabh ':'*adable crremal q u':*as and f a Ec*m-e al TxMt as c*her vise pm'ided in dis etn**act. any d!!M*'

'ual.*

rmn: a, u+stian of fac; arinz under Mis centract wh:ch

(: :> As to vHe *ne Secr=ta-- Je.eWnes -he vmesnc a not :igesed. J by acumen

ds;'. be decided by de C ntract-m vence to be incon8:3 * *E t ' '

O* W 3 sw,:m eteu n w wn ?00R DHML m9 m

(iv) As to wkfeh the Secretary determsnee the cors to the Government to be unreasonable. interpretations of the Secretary of Labor which are now or may hereafter be in edeet. (The foregoing requirements are =^d*ered % secordance with Executive Order No.10582, dated Dee-mhae 17,1954.)

18. EqtrAt. OrroaTtrxTTY

15. Coxm? Lamos (The following clause is applicable eteen this contract is ex-In connection with the performanr= of work under this contract.

empt under as rules, regulations, and relevant orders of the Seerstary.4 Labor (41 CFR, ch. 60).) the Contractor agrees not to employ any person undergoing sen-During the pert'ormance of this contract, the Contractor agrees tence of imprisonment at hard labor except as provided by Public as follows: Law 89-176, September 10,1965 (18 U.S.C. 4082(e)(2)) and (a) The Contractor will not diser+minste against any employee Ezeentive Order 11755, December 29,1973. or appileant for employment because of race, color, religion, sex,

16. CoxTr wr Woaz Hot as axn Sarrrr STANDAIDS ACr-or national origin. The Contractor win take adrmative i.ction to O m umsam ensure that applicants are employed, and that employees are This contract, to the extent that it is of a character specided treated during employment, without regard to their race, color, in the Contnet Work Hours and Safety Standards Act (40 U.S.C.

religion, sex, or national or: gin. Such action shall include, but not 327-333), is subject *.o the following provtsions and to all other be limited to, the fouowing: Employment, upgrading, demotion, applicable provisions and exceptions of such Act and the regula-or transfer; recruitment or recruitment advertising; layos or tions of the Secretary of Labor thereunder. termination; rates of pay or other forms of compensation; and (a) Overtime requirements. No Contnetor or subcontra~ar selection for training, including apprenticeship. The Contractor contracting for any part of the contract work which may requus agrees to poet in conspicuous places, available to employees and applicants for employment, notices to be provided by the Con-or involve de employment of laborers. Man apprentices, tninees, watchmen, and guards shall require or permit an7 traenng Odcer setting forth the provisions of this Equal Oppor-tunity clause. laborer, mechame, apprentice, trainee, watchman; or guard in any workweek in which he is employed on such work to work in (b) The Contractor will, in all sotie:tations v advertisements excess of eight hours in any calendar day or in excess of forty for employees placed by or on behalf of the Contractor, state hours in such workweek on woric subject to the provisiens of the that all qualified applicants will receive consideration for em-I Contract Work Hours and Safety Standards Act unless such ployment without regard to race, color, religion, sex, or national origin. Laborer, mechanic, apprentice, trainee, watchman, or guard re-eeives compensation at a rate act less that one and one-half tmee (c) The Contractor will send to each labor union or representa-his basic rate of pay f;r all such hours worked in excess of eignt tive of workers with which he has a collective bargainmg agree-i hours in any calendar day or in excess of forty hours in such ment r other contract or understanding, a nctice, to be provided by tr stency Contneting 02cer, advistng the labor union or war!eweek, whichever is the greater number of overtime hours. works s' representative of the Contractor's commitments under (b) Violation; 11 ability for unpaid wages: liquidated dam.ges. Ds the event of any violation of the provisions of paragraph (a), this Equal Opportunity clause, and shall post copies of the notice the Contnetor and any subcontractor rasponsible therefor shall in conspicuous places available to employees and applicants for employment. be liable to any afected employee for his unpaid wages. In addi-tion, such Contractor and subcontractor shall be liable to the (d) The Contnetor will comply with sll provisions of Execu-tive Order No.11246 of September 24, 1965, as amended by L*nited States for liquidated damages. Such liquidated damages Executive Order No.11373 of October 13.1967, and of the rules, shall be computed with respect to each individual !aborer. mechanic, apprentice, trainee, watchman, or guard employed in ragulations, and relevant orders of the Secr=tary of Labor. violation of the provisions of paragnph (a) in de sum of $10 (e) The Contnetor will furnish all information and raports ~ for each ca:endar day on vhich such employae was required or nquired by Executive Order No.11:46 of September 24, 1965, as amended by Executive Order No.11375 of October 13, 1347, permitted to be employed on such work in excess of eight hours or in excess of his standard workwaek of forty hours without pay-and by the rules, regulations, and orders of de Secretary of ment of the over*tme wages raquired by paragraph (a). Labor, or pursuant thereto, and mil permit secess to his books, f e) Withho: ling for unpaid wages and liquidated damages. The records, and accounts by the contneting agency and the Secretary Contnet=g OSeer may withhold from the Government Prime of Labor for purposes of investigation to ascertain compliance mth such rules. ragulations, and orders. Contncter from any moneys payable on account of work par-(f) In 2e avent of the Contnetor's noncompliance mth de formed by the Contractor or subcontractor, such sums as may Equal Oppor=ntry clause of this contract or mth any of the administratively be determined to be nee *ssary to satisfy any said 2:es, reg 21ations. or orders. :his contnet may be canceled, tiabtlit:es of such Contnetor or subcontractor for unpaid wages termmated. or suspended, in whole or in par., and de Contractor and '.!quidated damages as provided in the provtsions of para-may be faciarad inelig:ble for further Government contracts in gnph (b), accordance mth proceduras authorized in Executive Order No. (d) Saccontne s. The Contractor shall insert paragnphs (a) 11246 of September 2i.1363, as amended by Executive Order No. $ rough (d) of this clause in all subcontracts, and shad require 11373 of October 13, 1967 and such other sanctions may be im-ee:r inclusien in all subcontracts of any tier. posed and remedies invoked is prov'ded in Exacut:ve Order No. te) Records. The Contractor shad maintain payroll racords 1128 of September 24.1963, as amended by Executive Order No. containing de informat:an spee:Hed in 29 CFR 316.2(a). Such 11373 of Oe eber 13,1967. or by rule, ragulat:en. or order of de neords shad be preserved for dree years frem the completion Secretary of Labor, or as other vtse provided by !aw. af e,en. tract. 4g) The Contnetor mil include de provisions of paragraphs (2) through 'g) in every sutrontnet or purchase )rier mless 'l YN.3H.HraLEY Pt"3LIC CWhC*3 AC" axamoted by n!es. -agulations. or orders of the SecNiary of !! us ontnet is for de manufacture )r furn:shing of Labcr issued pursuant to section 204 of Exaeutive Crcer No. ma:e : sis, mplies. art:cies. or equ:pment in an 2 mount wn:ch 112M of Septemear 24.1963, as an enced by Exwire Cader No. .::caecs :r =ay excaed 310.000 and is othe:-rse suo!eet to de =5 of October 13,1967. so dat such prov:slons v::1 ba binaing Tusn.Hea.ey ?ublic Con:rsets Act. is imended i41 U.S. Code "y3), cere an heraby incorocrated by reference all recNsen-mn esen succon*rac*:r er wncer. Se Cantne or v:'l me suen, 2ct:m rth fas*ct !O iny su::contnet or purensse 1-'ter is *he isnons 2nd stinu;at: ens ~cu: rad by said Act and Ngu;sttons e-ntractnz 12ercy may firaet as 2 means of eferreg such .ssuac rerauncer by the Sacntar of Lacor, r2en rarrasents. e rw.s:en s. neitng sanctions #:r noneampilance: P M '"M tons and st:pu;stens betr.; sub;ect to all appiiear.;e niings and ion cree. Sat in de event *he Cantr eter :ee: mas.nvead :n. suaceno r:Ru 22 'an s-M) 4 ?00R DM W*

'or is threatened with, litigation with a subcontractor or vendor small business concerns; (2) other certined-eligible concerns with as a result of such direction by the contracting agency, the Con-a drst preference; (3) certifed. eligible concerns with a second tractor may request the United States to enter into such litigation preference which are also small business coneem; (4) ather to protect the interests of the United States. certifed-eligible concerns with a second preierence; (5) per-

19. OmcIALs Not To BENEFIT sistent or substantial labor surplus area concerns which xe also small business concerns; (6) other persistent or substantisIlabor No member of or delegate to Congress, or resident Commis-surplus area concerns; and (7) small business concerni, which sioner, shall be admitted to any share or part of this contnet, or are not labor surplus area e.acerns.

to any beneat that may arise therefrom; but this provision shall not be construed to extend to this contract if made with a corpo.

23. UmzATION or MINORITY BUSINESS ENTERPRISES ration for its general benedt.

(a) It is the polley of the Government that minority business

20. COVENANT AGAINST CONTINGENT FEES arterprises shall have the maximum practicable opportunity to participate in the performance of Government contracts.

The Contractor warrants that no person or selling agency has (b) The Contractor agrees to use his best etYorts to carry out been employed or retained to solicit or secure this contract upon this policy in the award of his subcontracts to the fullest extent an agreement er understanding for a commissien, percentage, consistent with the edeient performance of this contract. As brokerage, or contingent fee, excepting bona ade employees or used in this contract, the term " minority business enterprise" bona 8de established commercial or selling ag=ncies maintained means a business, at least 50 percent of which is owned by by the Contractor for the purpose of securing business. For minority group members or, in case of publicly-owned businesses, breach or violation of this warranty the Government shall have at least 31 percent of the stock of which is owned by minority the right to annul this contract without liability or in its discre-group members. For the purposes of this definition, minonty tion to deduct from the contnet price or consideration, or other-group members are Negroes Spanish-speaking American persons, wise recover, the full an'ount of such commission. percentage, Amertesn-Orientals American-Indians, Amer:can-Eskimes, and brokerage, of contingent fee. Amenean Aleuts. Contractors may rely on written representa-

21. UTit.tzAnON OF Smt.L BUSINESS CoNCatNs tions by subcontractors regardi::g their status as minority busi-(a) It is the polley of the Government as declared by the Con-ness enterprises in lieu of an independent investigation.

gress that a fair proportion of the purchases and contracts for

24. PRICING OF AD USTMENTS supplies and serv:ces for th> imnent be placed with small When ecsts are a factor in any determination of a contnet business concerns.

price adjustment pursuant to the Changes clause or any other (b) The Contnetor acaes to secomplish the maximum amount provision of this contract, such costs shall be in accordance with of subcontractir.g to small business concerns that the Contractor the contract cost pr:nciples and procedures in Part 1-15 of the ands to be cons: stent with the edeient performance of this Federal Procurement Regulations (41 CFR 1-15) or Section XV contract. of the Armed Services Prteurement Regulation. as applicable.

22. UntizATroN OF LABCR SURPLUS AREA CONCERNS which ara in e:Tect on the date of this contract.

(a) It is the policy of the Government to award contracts to

25. Pm!ENT or INTattst oN CONTRACTORS' CLAIMS labor surplus aras concerns that (1) have been certided by the ia > If an appeal is died by the Contractor from a anal decision Secretary of Labor (heraafter referred to as certidedelizible of the Centracting 05cer under the Disputes clause of this con-cencerns with drst or second preferences) regarding the employ-tract. denying a claim arising under the centract. s:mple interest ment of a propor+1cnate numbar of disadvantaged individuals and en the amount of the claim Anally determined awad by the Govern-have agread to perform substantially (i) in or near sections af ment shall be payable to the Contractor. Such interest shall be at concentrated unemployment or underemployment or in persistent tha rate determined by the See etar'/ of the Traasury ; trsuant to or substant:al labor surolus sress or (ii) in other areas of the PuMic Law W1. 85 Stat. M from the date the Contractor fur-United States, respectivaly, or (2) are r.cncert:ded conce ns msbes to the Contracting O$cer his wr:tten appeal under the which have aceed to perform substant: ally in persistent or sub-Disputes clause of this cent act, to the date of (1) a dnal judg.

stantial laber surplus areas, where this can be.ione consistent ment by a court of competent jur:sdiction or (2) matling to the vith the *de:ent perfermance of the centract and at pr ces no Contnetor of a supplemental speement for execution either con. higher *han are obtainable elsewhere. The Contractor acaes to nrmmg ecmpiered necotiations between the parnes or car ymg use his t+st efforts to place his subecn racts in accordance with out a dae s:on of a board of con

net appeals.

this poliev. t h i Notw-thstanding (a). aoova. (1) interest shall be arciied (b) In comply:rg w:th pararnph (a) of this clause and r.th only frem the date pavment was due, :f such date is ! ster than paragrapn ib) of the c:ause of this contnet ent:t!ed "Utili:ation the Ming >f appeal, and (2) inte-ast shall net be pa:d for any of Small Busmess Concer.s" the Contrac+or in placing his sub-peried of time that the Contract:ne Odeer ietermines the Con-contrae s shall obser e the following order of prafermee: (1) tracter has unduly delayed in pursuing his ramanias kefore a Certided-eligible concerns with a drst prefer-nee which are also bcard of centract appeals or a court of ecmpetent furisdiction. m,,.~,u k 5 7NAC CAM.2 Neo M a,

FPR CHANGES AND NRC ADDITIONS TO STANDARD FORM 32 (1-16.101(c)) GENERAL PROVISIONS (SUPPLY CONTRACT) (June 1976) ADDITIONS CONSIST OF ARTICLES THROUGH

26. ALTERATIONS The following alterations to the provisions of Standard Form 32, General Prov' fons, of this contract were made prior to execution of the contract by the parties:

1. DEFINITIONS a. The following paragraph (d) is added to this clause: "(d) The term " Commission" or "NRC" means the United States Nuclear Regulatory Commission or any duly authorized representative thereof, including the Contracting Officer except for the purpose of deciding an appeal under the Article " Disputes." 27. LISTING OF EMPLOYMENT OPENINGS (FPR Temp. Reg. 39) (Applicable to Contracts Involving $10,000 or More) DISABLED VETERANS AND VETERANS OF THE VIETNAM ERA The contractor will not discriminate against any employee or applicant for a. employ =ent because he or she is a disabled veteran or vetaran of the Vietnam era in regard to any position for which the employee or applicant for employment is qualified. The contractor agrees to take affir=ative action to employ, advance in employment, and otherwise treat qualified disabled veterans and veterans for the Vietnam era without discrimination based upon their disability or veterans status in all employment practices such as the following: employment upgrading, demotion or transfer, recruitment, adver-tising, layoff o-termination, rates of pay or other forms of compensation, and selection for' training, including apprenticeship. b. The contractor agrees that al'. suitable employment openings of the contractor which exist at the time of the execution of this contract and those which occur during the performance of this contract, including those not generated by this contract and including those occurric.g at an establishment of the contractor other than the one wherein the contract is being performed but excluding those of independently operated corporate affiliates, shall be listed at an appropriate local office of the State employment service system wherein the opening occurs. The contractor further agrees to provide such reports to such local office regarding e=ployment openings and hires as may be required. State and local government agencies holding Federal contracts of $10,000 or more shall also list all their suitable openings with the appropriate office of the Star.e e=ployment service, but are not required to provide those reports set forth in pcragraphs (d) and (e). i-1119 B6

m. c. Listing of employment openings with the employment service system pursuant to this clause shall be scde at least concurrently with the use of any other recruitment source or effort and shall involve the normal obligations which attach to the placing of a bona fide job order, including the acceptance of referrals of veterans and nonveterans. The listing of e=ployment openings does not require the hiring of any particular job applicant or from any particular group of job applicants, and nothing herein is intended to relieve the contractor from any requirements in Executive orders or regulations regard-ing nondiscrimination in e=ployment. d. The reports required by paragraph (b) of this clause shall include, but not be limited to, periodic reports which shall be filed at least quarterly with the appropriate local office or, where the contractor has more than one hiring location in a State, with the central office of that State employment servi.e. Such reports shall indicate for each hiring location (1) the number of indivi-duals hired during the reporting period, (2) the number of nondisabled veterans of the Vietnam era hired, (3) the number of disabled veterans of the Vietnam era hired, and (4) the total number of disabled veterans hired. The reports should include covered veterans hired for on-the-job training under 38 U.S.C.1787. The contractor shall submit a report within 30 days after the end of each reporting period wherein any performance is made on this contract identifying data for each hiring location. The contractor shall maintain at each hiring location copies of the reports submitted until the expiration of one year af ter final payment under the contract, during which time these reports and related docu=entation shall be made available, upon request, for examination by any authorized representatives of the contracting officer or of the Secretary of Labor. Documentation would include personnel records respecting job openings, recruitment, and placement, e. Whenever the contractor becomes contractually bound to the listAng provisions of this clause, it shall advise the employment service system in each State where it has establishments of the name and location of each hiring location in the State. As long as the contractor is contractually bound to these provisions and has so advised the State system, there is no need to advise the State system of subsequent contracts. The contractor =ay advise the State system when it is no longer bound by this contract clause, f. This clause does not apply to the listing of employment openings which occur and are filled outside the 50 States, the District of Columbia, Puerto Rico, Guam, and the Virgin Islands. g. The provisions of paragraphs (b), (c), (d), and (e) of this clause do not apply to openings which the contractor proposes to fill from within his own organi:stion or to fill pursuant to a customary and traditional employer-union hiring arrange =ent. This exclusion does not apply to a particular opening once an employer decides to consider applicants outside of his own organization or employer-union arrangement for that opening. 1119 557

h. As used in this clause: (1) "All suitable employment openings" includes, but is not limited to, openings which occur in the following job categories: production and non-production; plant and office; laborers and mechanics;' supervisory and nonsupervisory; technical; and executive, administrative, and pro-fessional openings that are compensated on a salary basis of less than $25,000 per year. This term includes full-time employment, temporary employment of more than 3 days' duration, and part-time employment. It does not include openings which the contractor proposes to fill from within his own organization or to fill pursuant to a customary and traditional employer-union hiring arrangement nor openings in an educa-tional institution which are restricted to students of that institution. Under the most compel'.ing circumstances an employment opening may not be suitable for listing, including such situations where the needs of the Government cannot reasonably be otherwise supplied, where listing would be contrary to national security, or where the require =ent of listing would otherwise not be for the best interest of the Government. (2) " Appropriate office of the State employment service system" means the local office of the Federal / State national system of public employment offices with assigned responsibility for serving the area where the employment opening is to be filled, including the District of Columbia, Guam, Puerto Rico, and the Virgin Islands. (3) " Openings which the contractor proposes to fill from within his own organization" means employment openings for which no consideration will j be given to persons outside the contractor's organization (including any affiliates, subsidiaries, and the parent companies) and includes any openings which the contractor proposes to fill from regularly established " recall" lists. (4) " Openings which the contractor proposes to fill pursuant to a custo=ary l and traditional employer-union hiring arrangement" means employment openings which the contractor proposes to fill from union halls, which is part of the customary and traditional hiring relationship which exists between the contractor and representatives of his employees. 1. The contractor agrees to comply with the rules, regulations, and relevant orders of the Secretary of Labor issued pursuant to the Act. j. In the event of the contractor's noncompliance with the require =ents of this clause, actions for noncompliance may be taken in accordance with the rules, regulations, and relevant orders of the Secretary of Labor issued pursuant to the Act. k. The contractor agrees to post in conspicuous places available to employees and applicants for employment notices in a form to be prescribed by the Director, provided by or through the contracting officer. Such notice shall state the contractor's obligation under the 1-" to take affirmative action to employ 1119 358

and advance in employment qualified disabled veterans and veterans of the Vietnam era for employment, and the rights of applicants and employees. 1. The contractor will notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding that the contractor is bound by terms of the Vietnam Era Veteran's Readjustment Assistance Act and is committed to take affirmative Action to employ and advance in employment qualified disabled veterans and veterans of the Vietnam era. m. The contractor will include the provisions of this clause in every subcontract or purchase order of $10,000 or more unless exempted by rules, regulations, or orders of the Secretary issued pursuant to the Act, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the Director of the Of fice of Federal Contract Ccmpliance Programs may direct to enforce such provisions, including action for noncompliance. 28. EMPLOYMENT OF THE HANDICAPPED (FPR Temp. Reg. 38) a. The contractor will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any-position for which the employee or applicant for esployment is qualified. The contractor agrees to take af fir =ative action to employ, advance in employment and otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicap in all employment practices such as the following: employment, upgrading, demotion or transfer, re-cruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. b. The contractor agrees to comply with the rules, regulations, and relevant orders of the Secretary of Labor issued pursuant to the Rehabilitation Act of 1973 as amended In the event of the Contractor's noncompliance with the requirements of this c. clause, actions for noncompliance =ay be taken in accordance with the rules, regulations and relevant orders of the Secretary of Labor issued pursuant to the Act. d. The Contractor agrees to post in conspicuo us places, available to employees and applicants for employ =ent, notices in a form to be prescribed by the Director, office of Federal Contract Compliance Programs, Department of Labor provided by or throu2h the Contracting Officer. Such notices shall state the contractor's obligation under the law to take af firmative action to employ and advance in e=ployment qualified handicapped employees and appli-cants for employment, and the rights of applicants and employees. The Contractor will notify each labor union or representative of workers a. with which it has a collective bargaining agreement or other contract under-standing that the contractor is bound by the terms of section 503 of the Act, and is committed to take affirmative action to employ and advance in employment physically and mentally handicapped individuals. 1119 559.

f. The Contractor will include the provisions of this clause in e'ery sub-contract or purchase order of $2,500 or more unless exempted by rules, reg-ulations, or orders of the Secretary of Labor issued pursuant to section 503 of the Act, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcon-tract or purchase order as the Director of the Office of Federal Contract Compliance Programs may direct to enforce such provisions, including action for noncompliance. 29. CLEAR AIR AND WATER (1-1.2302) (Applicable only if the contract exceeds $100,000, or the Contracting Officer has determined that orders under an indefinite quantity contract in any one year will exceed $100,000 or a facility to be used has been the subject of a conviction under the Clear Air Act (42 U.S.C. 1957c-8(c) (1)) or the Federal Water Pollution Control Act (33 U.S.C. 1319(c)) and is listed by EPA, or the contract is not otherwise exempt.) { a. The Contractor agrees as follows: (1) To comply with all the requirements of section 114 of the Clean Air Act, as amended (42 U.S.C. 1857, et seq., as amended by Pub. L. 91-604) and section 308 of the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq., as amended by Pub. L. 95-500), respec-tively, relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in section 114 and section 308 of the Air Act and the Water Act, respectively, and all regulatiour and guidelines issued thereunder before the award of the contract. (2) That no portion of the work required by this prime contract will be performed in a facility listed on the Environmental Protection Agency List of Violating Facilities on the date when this contract was awarded unless and until the EPA eliminates the nane of such facility or facilities from such listing. (3) To use his best efforts to comply with clean air standards and clean water standards at the facility in which the contract is being performed. (4) To insert the substance of the provisions of this clause into any nonexempt subcontract, including this paragraph (a)(4). b. The terms used in this clause have the following meanings: (1) The term " Air-Act" means the Clean Air Act, as amended (42 U.S.C. 1857 et. seq., as amended by Pub. L. 91-604). (2) The term " Water Act" means Federal Water Pollution Control Act, as amended (33 U.S.C. 1251 et. seq., as amended by Pub. L. 92-500). , )\\\\ f

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(3) The term " clean air standards" means any enforceable rules, regulations, guidelines, standards, limitations, orders, controls, prohibitions, or other requirements which are contained in, issued under, or otherwise adopted pursuant to the Air Act or Executive Order 11738, an applicable imple=entation plan as described in section 110(d) of the Clean Air Act (42 U.S.C.1857c-5(d)), an approved implementation procedure c plan under section 111(c) or section 111(d), respectively, of the Air Act (42 U.S.C. 1857(c) or (d)), or an approved i=plementation procedure under section 112(d) of the Air Act (42 U.S.C. 1857c-7(d)). (4) The term " clean water standards" means any enforceable limitation, control, condition, prohibition, sesadard, or other require =ent which is pro-mulgated pursuant to the Water Act or contained in a permit issued to a dischargar by the Environmental Protection Agency or by a State under an apprsved program, as authorized by section 402 of the Water Act (33 U.S.C.1342), or by local government to ensure compliance with pretreat-ment regulations as required by section 307 of the Water Act (33 U.S.C. 1317). (5) The eers " compliance" t.aans compliance with clean air or water standards. Co=pliance shall also mean compliance with a schedule or plan ordered or approved by a court of competent jurisdiction, the Environmental Protection Agency or an air or water pollution control agency in accor-dance with the requirements of the Air Act or Water Act and regulations issued pursuant thereto. (6) The term "f acility" means any building, plant, installation, structure, mine, vessel or other floating craf t, location, or site of operations owned, leased, or supervised by a contractor or subcontractor, to be utili:ed in the performance of a contract or subcontract. Where a location or site of operations contains er includes more than one building, plant, installation, or structure, the enttre location or site shall be deemed to be a facility except where the Director, Office of Federal Activities, Environmental Protection Agency, determines that independent facilities are collocated in one geographical area. 30. FEDERAL, STATE, AND LCCAL TAXES (1-11.401-1(c)) (a) Except as =sy be otherwise provided in this contract, the contract price inc.udes all applicable Federal, State, and local taxes and duties. (b) Nevertheless, with respect to any Federal excise tax or duty on the trans-actions or property covered by this contract, if a statute, court decision, written ruling, or reTtlation takes effect after the contract date, and-- 1. Results in the Contractor being required to pay or bear the burden of any such Federal excise tax or duty or increase in the rate thereof which would not otherwise have been payable on such transactions or pr:perty, the contract price shall be increased by the amount of such tax or duty or rate increase: Provided, that the Contractor if requested \\\\20 00\\
by the Contracting Officer, warrants in writing that no amount for such newly imposed Federal excise tax or duty or rate increase was included in the contract price as a contingency reserve or otherwise; or (2) Results in the Contractor not being required to pay or bear the burden of, or in his obtaining a refund or drawback of, any such Federal excise tax or duty which would otherwise have been payable on such transactions or property or which was the basis of an increase in the contract price ~, the contract price shall be decreased by the amount of the relief, refund, or drawback, or the amount shall be paid to Government, as directed by the Contracting Officer. The contract price shall be similarly decreased if the Contractor, through his fault or negligence or his failure to follow instructions of the Contracting Officer, is required to pay or bear the burden of, or does not obtain a refund or drawback of, any such Federal excise tax or duty. c. No adjustment pursuant to paragraph (b) above will be made under this contract unless the aggregate amount thereof is or may reasonably be expected to be over $100. d. As used in paragraph (b) above, the term " contract date" means the date set for the bid opening, or if this is a negotiated contract, the date of this contract. As to additional supplies or services procured by modification to this contract, the term " contract date" means the date of such modification. e. Unless there does not exist any reasonable basis to sustain an exemption, the Government, upon request of the Contractor, without further liability, agrees, except as otherwise provided in this contract, to furnish evidence appropriate to establish exemption from any tax which the Contractor warrants in writing was excluded from the contract price. In addition, the Contracting Officer =ay furnish evidence to establish exemption from any tax that may, pursuant to this clause, give rise to either an increase or decrease in the contract price. Except as otherwise provided in this centract, evidence appropriate to establish excmption from duties will be furnished only at the discretion of the Contracting Officer. f. The Contractor shall promptly notify the Contracting Officer of =atters which will result in either an increase or decrease in the contract price, and shall take action with respect thereto as directed by the Contracting Officer. 31. TERMINATION FOR C0hyr. ale:. ACE OF THE GOVERNMENT (1-8.701) a. The performance of work under this contract may be terminated by the Government in accordance with this clause in whole, or from time to time in part, whenever the Contracting Officer shall determine that such termination is in the best interest of the Government. Any such termination shall be effected by delivery to the Contractor of a Notice of Termination specifying the extent to which perfor=ance of work under the contract is termicated, and the date upon which such termination becomes eff2ctive. 1120 002
4 b. After receipt of a Notice of Termination, and except as otherwise directed by the Contracting Officer, the Contractor shall: (1) Stop work under the contract on the date and to the extent specified in the Notice of Termination; (2) Place no further orders or subcontracts for materials, services, or facilities, except as may be necessary for completion of such portion of the work under the contract as is not terminated; (3) Terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the Notice of Termination; (4) Assign to the Government, in the sanner, at the ti=es, and to the extent directed by the Contracting Officer, all of the right, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case the Government shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (5) Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Contracting Officer, to the extent he may require, which approval or ratification shall be final for all the purpores of this clause; (6) Transfer title to the Government and deliver in the =anner, at the times, and to the extent, if any, directed by the Contracting Officer, (1) the fabricated or unfabricated parts, work in process, completed work, suppliec: and other caterial produced as a part of, or acquired in connection with the perfor=ance of, the work terminated by the Notice of Termination, and (ii) the ccepleted or partially completed plans, drawings, infor=ation and other property which, if the contract had been completed, would have been required to be furnished to the Government; (7) Use his best efforts to sell, in the =anner, at the times, to the extent, and at the price or prices directed or authorized by the Centracting Officer, any property of the types referred to in (6) above: ?rcuided, hroever, That the Contractor (1) shall not be required to extend credit to any purchaser, and (ii) may acquire any such property under the condi-tions prescribed by and at a price or prices approved by the Contracting Officer: And provided further, That the proceeds of any such transfer or disposition shall be applied in reduction of any pay =ents to be =ade by the Govetument to the Contractor under this contract or shall otherwise be credited to the price or cost of the work covered by this contract or paid in such other sanner as the Contracting Officer =ay direct; (3) Complete performance cf such part of the work as shall not have been terminated by the Notice of Terminatien; and 20 003
(9) Take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which the Government has or may acquire an interest. At any time after expiration of the plant clearance period, as defined in Subpart 1-8.1 of the Federal Procurement Regulations (41 CFR 1-8.1), as tae definition may be amended from time to time, the Contractor may submit to the Contracting Officer a list, certified as to quantity and quality, of any or all items of termination inventory not previously dis-posed of, exclusive of items the disposition of which has been directed [ or authorized by the Contracting Officer, and may request the Government to remove such items or enter into a storage agreement covering them. I Not later than fifteen (15) days thereaf ter the Goveranent will accept title to such items and remove them or euter into a storage agreement covering the same: ProvMed, That the list submitted shall be subject to verification by the Contracting Officer upon removal of the items or, if l the items are stored, within forty-five (45) days from the date of sub- [ mission of the list, and any necessary adjustment to correct the list as submitted shall be made prior to final settlement. Af ter receipt of a Notice of Termination, the Contractor shall submit to the c. Contracting Officer his termination claim, in the form and with certification y prescribed by the Contracting Officer. Such claim shall be submitted promptly l but in no event later than one year from the effective date of termination, unless one or more extensions in writing are granted by the Co3 tracting Officer upon rcquest of the Contractor made in writing within such one-year period or i authorized extension thereof. However, if the Contracting Officer determines that the facts justify such action, he may receive and act upon any such i termination claim at any time after such one-year period or any extension thereof. Upon failure of the Contractor to submit his ter,ination claim i within the time allowed, the Contracting Officer may, subject to any review l required by the contracting agency's procedures in effect as of the date of j execution of this contract, determine, on the basis of infor=ation available to him, the amount, if any, due to the Contractor by reason of the termination and shall thereupon pay to the Contractor the amount so determined. d. Subject to the provisions of paragraph (c), and subject to any review required by the contracting agency's procedures in effect as of the date of execution of this contract, the Contractor and the Contracting Officer may agree upon the whole or any part of the amount or amounts to be paid to the Contractor by reason of the total or partial termination of work pursuant to this clause, which amount or amounts may include a reasonable allowance for profit on work done: ProvMed, That such agreed amount or amounts, exclusive of settlement costs, shall not exceed the total contract price as reduced by the amount of payments otherwise made and as further reduced by the contract price of work i not terminated. The contract shall be amended accordingly, and the Contractor shall be paid the agreed amount. Nothing in paragraph (e) of this clause, prescribing the amount to be paid to the Contractor in the event of failure of the Contractor and the Contracting Officer to agree upon the whole amount to l 1 1120 004
be paid to the Contractor by reason of the termination of work pursuant to this clause, shall be dee=ed to limit, restrict, or otherwise determine or affect the amount or amounts wh;ch may be agreed upon to be paid to the Contractor pursuant to this paragraph (d). e. In the event of the failure of the Contractor and the Contracting Officer to agree as provided in paragraph (d) upon the whole amount to be paid to the Contractor by reason of the termination of work pursuant to this clause, the Contracting Officer shall, subject to any review required by the contracting agency's procedures in effect as of the date of execution of this contract, determine, on the basis of information available to him the amount if any due to the Contractor by reason of the termination and shall pay to the Contractor the arounts determined as follows: (1) For completed supplies accepted by the Oovernment (or sold or acquired as provided in paragraph (b) (7) above) and not theretofore paid for, a sum equivalent to t! 4 aggregate price for such supplies computed in accordance with the price or prices specified in the contract, appropriately adjusted for any saving of freight or other charges; (2) The total of-- (1) The costs incurred '.c the performance of the work ter=inated, including initial costs and preparatory expense allocable thereto, but exclusive of any costs attributable to supplies paid or,to be paid for under paragraph (e) (1) hereof; (ii) The cost of settling and r ing claims arising out of the termination of work under subcontract. rders, as provided in paragraph (b) (5) above, which are properly chargeable to the terminated portion of the contract (exclusive of amounts paid or payable on account of supplies or materials delivered or services furnished by subcontractors or vendors prior to the effective date of the Notice of Termination, which amounts shall be included in the costs payable under (1) above); and (iii) A sun, as profit on (1), above, determined by the contracting of ficer pursuant to i 1-8.303 of the Federal Procurement Regulations (41 CFR 1-8.303), in effect as of the date of execution of this contract, to be fair and reasonable: Provided, icrever, That if it appears that the centractor would have sustainei, a loss on the entire centract had it been conpleted, no profit rnall be included or allowed under this subdivision (iii) and an appropriate adjustment shall be nade reducing the amount of the settlament to reflect the indicated rate of loss; and (3) The reasonable costs of settlement, including accounting, legal, c12rical, and other expenses reasonably necessary for the preparation of settlement claims and supporting data with respect to the terminated portion of the !120 005
contract and for the termination and settlement of subcontracts the cender, together with reasonable storage, transportation, and other ..a ts incurred in connection with the protection or disposition of p2operty allocable to this contract. The total sus to be paid to the Contractor under (1) and (2) of this paragraph (e) shall not exceed the total contract price as reduced by the amount of pt~ments otherwise made and as further reduced by the contract price of work not terminated. Except for normal spoilage, and except to the extent that the Government shall have otherwise expressly assumed the risk of loss, there shall be excluded ' rom the amounts payable to the Contractor as provided in (e) (1) and (2) ') above, the fair value, as determined by the Contracting Officer, of property which is destroyed, lost, stolen, or damaged so as to become undeliverable to the Government, or to a buyer pursuant to paragraph (b) (7). f. Costs claimed, agreed to, or determined pttrsuant to paragraphs (c), (d), and I (e) of this clause shall be in accordance with the applicable contract cost principles and procedures in Part 1-15 of the Federal Procurement Regulations (41 CFR 1-15) in effect on the date of this contract. i g. The Contractor shall have the right to appeal, under the clause of this contract entitled " Disputes," from any determination made by the Contracting Officer under paragraph (c) or (e) above, except that, if the Contractor has failed to submit his claim within the time provided in paragraph (c) above and has failed to request extension of such time, he shall have no such right of appeal. In any cass where the Contracting Officer has made a deternination of the amount due under paragraph (c) or (e) above, the Government shall pay to the Contractor the following: (1) if there is no right of appeal hereunder or if no timely appeal has been taken, the a=ount so determined by the Contracting Officer; or (2) if an appeal has been taken, the a=ount finally determined on such appeal. h. In arriving at the amount due the Contractor under this clause there shall be deducted (1) all unliquidated advance or other payments on account theretofore made to the Contractor, applicable to the terminated portion of this contract; (2) any claim which the Government may have against the Contractor in connection with this contract; and (3) the agreed price for, or the proceeds of sale of, any materials, supplies, or other things acquired by the Contractor or sold, pursuant to the provisions of this clause, and not otherwise recovered by or credited to the Covernment. 1. If the termination hereunder be partial, prior to the settlement of the termi-uated por. ion of this contract, el<. Contractor may file with the Contracting Officet a request in writing for an equitable adjustment of the price or prices specified in the contract relating to the continued portion of the contract (the portion not terminated by the Notice of Termination), and such equitable adjustment as may be agreed upon shall be made in such price or prices. 1120 006 9 I j. The Government =ay from t$me to time, under such terms and conditions as it may prescribe, make partial payments and payments on account against costs incurred by the Contractor in connection with the terminated portion of this contract whencver in the opinion of the Contracting Officer the aggregate of such payments shall Ot within the amount to which the Contractor will be entitled hereunder. If the total of such payments is in excess of the amount finally agreed or determined to be due under this clause, such excess shall be payable by the Contractor to the Govern =ent upon demand, together with interest computed at the rate of 6 percent per annum for the period from the date such excess payment is received by the Contractor to the date on which such excess is repaid to the Government-. ?revid' d, e hccever, That n, interest shall be charged with respect to any such excess pay =ent attribu'.able to a reduction in the Contractor's claim by reason of retention or other disposition of termination inventory until ten days af ter the date of such retention 'f disposition, or such later date as determined by the Contracting O'ficer by reason of the cirecmstances. k. Unless otherwise provided for in this contract, or by applicable statute, the Contractor, from the effective date of termination and for a period of three years af ter final settlement under this contract, shall preserve and make available to the Government at all reasonable times at the office of the Contractor but without direct charge to the Governz ut, all his books, records, docu=ents, and other evidence bearing on the costs and expenses of the Contractor under this contract and relating to the work terminated hereunder, or, to the extent approved by the Contracting Officer, photographs, microphotographs, or other authentic reproductions thereof. 32. MINORITY BUSINESS ENTERPRISES SU3 CONTRACTING PROGRAM (1-1.1310.2(b)) a. The Contractor agrees to establish and conduct a program which will enable sincrity business enterprises (as defined in the clause entitled "Ctilization of Minority Business Enterpri_es") to be considered fairly as subcontractors and suppliers under this contract. In this connection, the Contractor shall-- (1) Designate a liaison officer who will administer the Contractor's minority business enterprises pregram. (2) Provide adequate and ti=ely consideratien of the potentiali:1es of kno.m sinority businets enterprises in all "nake-or-buy" decisions. (3) Assure that known minority business enterprises will have an equitable opportunity to ccmpete for subcentracts, particularly by arranging solicitations, time for the preparation of bids, quantities, specifica-tions, and delivery sihedules so as to facilitate the participation of sinority business enterprises. (4) Maintain records showing (i) procedures which have been adopted to conply with the policies set forth in this clause, inclu?ing the establish = ant of a source list of minority business enterprises, (ii) awards to sincrity business enterprises on the source list, and (fii) specific efforts to identify and award contracts to =inority business enterprises. 112C 007
(5) Include the Utilization of iinority Business Enterprises clause in subcontracts which offer substantial minority business enterprises subcontracting opportunities. (6) Cooperate with the Contracting Officer in any studies and surveys of the Contractor's minority business enterprises procedures and practices that the Contracting Officer may from time to time conduct. (7) Submit periodic reports of subcontracting to known r':.ority business i, enterprises with respect to the records referred to la subparagraph (4), I above, in such form and manner and at such time (not more of ten than quarterly) as the Contracting Officer may prescribe. b. The Contractor fur.her agrees to insert, in any subcontract hereunder which j may exceed $500, 00, provisions which shall conform substantially to the language of this clause, including this paragraph (b), and to notify the Contracting Officer of the names of such subcontractors. 33. PREFERENCE FOR U.S. FLAG AIR CARRIERS (1-1.323-2) a. Pub. L. 93-623 requires that all Federal agencies and Government centrac'. ors and subcontractors will use U.S. flag air carriers for international air transportation ou personnel (and their personal effects) or property to the extent service by such carriers is available. It further provides that the Comptroller General of the United States shall disallow any expenditure frcm appropriate funds for international air transportation en other than a U.S. flag air carrier in the absence of satisfactory proof of the necessity therefor. b. The contractor agrees to utilize U.S. flag air carriers for interna;*onal air transportation of personnel (and their personal effects) or property to tae extent service by such carriers is available. c. In the event that the contractor selects a carrier other than a U.S. flag air carrier for international air transportation; he will include a certifica-tion on vouchers involving such transportation waich is essentially as follows: CERTIFICATICN OF UNAVAILA3ILITY OF U.S. FLAG AII'. CARRIERS I hereby certify that transportation service for personnel (and their personal effects) or property by certificated air carrier was unavailable for j the following reasons: (state reasons) ~ 34. NOTICE TO THE GOVERNMENT CF LABOR DISPUTES (1-7.203-3) i Whenever the Contractor has knowledge that any actual or potential labor a. dispute is delaying or threatens to delay the timely perfor=ance of this See Pe: cal Procurement Regulations (41 CFR l-1.323-3) or section 1-336.2 of the Armed Nrvices Procurement Regulations, as applicable. t 1120 008
contract, the Contractor shall i==ediately give notice thereof, including all relevant information with respect thereto, to the Contracting Officer. b. The Contractor agrees to insert the substance of this clause, including this paragraph (b), in any subcontract hereunder as to which a labor dispute may delay the timely performance of this contract; except that each such subcontract shall provide that in the event its timely performance is delayed or threatened by delay by an actual or potential labor dispute, the subcon-tractor shall i==ediately notify his next higher tier subcontractor, or the Prime Coutractor, as the case cry be, of all relevant infor=ation with respect to such disputes.
~~35. PERMITS (9-7.5006-48)~~
Except as otherwise directed by the Contracting Officer, the contractor shall procurei necessary permits or licenses and abide by all applicable laws, regulations, and ordinances of the United States and of the State, territory, and political subdivision in which the work under this contract is perfor=ed. 36. RENEGOTIATION (9-7.5004-20) If this contract is subj ect to the Renegotiation Act of 1951, as amended, the following provisions shall apply: a. This contract is subj ect to the Renegotiation Act of 1951 (50 U.S.C. App. 1211, et. seq.)', as amended, and to any subsequent act of Congress providing for the renegotiation of contracts. Nothing contained in this clause shall i= pose any renegotiation obligation with respect to this contract or any subcontract hereunder which is not imposed by an act of Congress heretofore or hereaf ter enact d. Subject to the foregoing, this contract shall be deemed to contain sl. the provisions required by section 104 of the Renegotiation Act of 1951, and by any such other act, without subsequent contract amend =ent specifically incorporating such provisions. 5. The contractor agrees to insert the provisions of this clause, including this paragraph (b), in all sub ;ntracts, as that ters is defined in section 103 g. of the Renegotiation Act of 1951, as a= ended. 37. PATENT INDEMNITY (9-9.5009(c)) The Contractor agrees to inde=nify the Govern =ent, its officers, agents, servants, and ecployees against liability of any kind (including costs and expenses incurred) for the use of an'; invention or discovery and for the infringement of any Letters Patent (not including liability, arising pursuant to Section 153, Ittle 35, (1952) U.S. Code, prior to t ie issuance of Letters Patent) occurring in the perfor=ance of this contract or arising by reascn of the use of disposal by or for the account of the Government of items =anuf actured or supplied under t'.is contrac:. ~"- 1120 009
1 t 38. REPORTING OF ROYALTIES (9-9.5011) If this contract is in en amount which exceeds $10,000 and if any royalty payments are directly involved in the contract or are reflected in the contract price to the Government, the Contractor agrees to report ts writing to the Commission (Patent Counsel, Office of the Executive Legal Director) during the performance of this centract and prior to its completion or final settlement the amount of any royalties or other payments paid or to be paid by it directly J others in connection with the performance of this centract together with the names and addresses of licensors to whom such pay =ents are made and either the patent nunbers involved or such other information as will permit identification of the patents or other basis on which the royalties are to be paid. The approval of the Co= mission of any individual pay =ents or royalties I shall not estop the Government at any time from contesting the enforceability, ( validity or scope of, or title, to, any patent under which a royalty or payments l are made. 39. NOTICE REGARDING LATE DELIVERY (1-7.204-4) In the event the Contractor encounters difficulty is meeting perfor=ance requirements, or anticipates difficulty in complying with the contract delivery schedule or date, the Contractor shall t=nediately notify the Contracting Officer thereof in writing, giving pertinent details, including the date by which it expects to complete performance or make celivery: Provided, 7:cuever, That this data shall be informational only in character and that receipt thereof shall not be construed as a waiver by the Government of any contract delivery schedule or date, or any rights or remedies provided by law or under this contract. i e 1120 010 I , I
4 40. STOP WORK ORDER (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 ninety (90) days after the order is delivered to the Contractor, and for any further period at which the parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this clause. Upon re:eipt of such an order, the Contractor shall forthwith 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 ninety (90) days after a stop work order 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 (ii) terminate the work covered by such order as provided in the "Cefault" or the " Termination for Convenience" clause of this contract. (b) If a stop work order issued under this clause is cancelled or the period of the order or any extension thereof expires, the Contractor shall resume work. An equitable adjustnent shall be made in the delivery schedule or contract price, or both, and the contract shall be modified in writing accordingly, if: (i) the stop wor < 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, a.1d (ii' the Contractor asserts a claim for such adjustment witnin thirty (30) days after the end of the period of work stoppage; provided that, if the Contracting Officer decides the facts justify such action, he may receive and act upon any such claim asserted at any time prior to final payment under this contract. (c) If a stop work order is not cancelec and the work covered by such order is termina:ed for the convenience of the Government, ne reaso.1able costs resulting from the sr.op work order shall be allowed in arriving at tne termination settlement. (c) If a stoo work orcer is not canceled and the werk covered by sucn orcer is terminated for default, the reasonaole costs resulting f rcm
~~he stoo work order shall be allcwed by ecuitable acjustment cr o.neraise.~~
e 1120 011 2'
41. PUBLICATION AND PUBLICITY Unless otherwise specified in this contract, the Contractor is encouraged to publish and make available through accepted channels the results of its work under this contract. The Contractor shall submit a copy of each article or other infomation to the Project Officer prior to publication or dissemination for public use. If the article or other infomation is subsequently modified or altered in any manner, the Contractor shall p omptly notify the Project Officer and furnish him/her,a copy of the article or other infomation as finally submitted for publication or dissemination. The Contractor shall acknowledge the support of the U. S. Nuclear Regulatory Commission whenever publicizing the work under this contract in any media. To effectuate the foregoing, the Contractor shall include in any publication.asulting from work perfomed under this contract an acknowledgement substantially as follows: "The work upon which this publication is based was perfomed pursuant to Contract (insert number) with the (insert name of constituent agency), U. S. Nuclear Regulatory Comission." Either Clause No. 42, entitled " Dissemination of Contract Infomation" or Clause No. 41 is for application but not botn. In tne aose.ce of a clear delineation, Clause No. 41 applies. 42. DISSE'4INATION OF CONTRACT INF0PfMTidN The Contractor shall not publish, per$it to be published, or distribute for public consumption, any infomation, oral or written, concerning the results of conclusions made pursuant to the perfomance of this contract, without the prior written consent of the Contracting Officer. (Two copies of any material proposed to be pu51ished or distributed shall be submitted to the Contracting Officer.) Failure to comply with this clause s.all be grounds for temination of this contract. ))?C 612 22
43. WCRK FOR OTHERS Notwithstanding any other provision of this contract, during the term of this contract, the contractor agrees to forego entering into consulting or other contractual arrangements with any firm or organization, the result of which may give rise to an actual or apparent conflict of interest with respect to the work being performed under this contract. The contractor shall insure that all employees designated as key personnel if any, under this contract abide by the provisions of this clause. If the contractor believes with respect to itself or any such employee that any proposed consultant or other contractual arrangement with any firm or organi:3 tion may involve a possible conflict of interest, the contractor shall obtain the written approval of the Contracting Officer prior to execution.of such contractual arrangement. e 1120 013 ,}}

ML19209B499

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