ML19224C100
| ML19224C100 | |
| Person / Time | |
|---|---|
| Site: | Crane  |
| Issue date: | 06/20/1979 |
| From: | Bickwit L NRC OFFICE OF THE GENERAL COUNSEL (OGC), ROGOVIN, STERN & HUGE |
| To: | |
| Shared Package | |
| ML19224C097 | List: |
| References | |
| CON-FIN-B-1560, CON-NRC-17-79-451 NUDOCS 7906290004 | |
| Download: ML19224C100 (1) | |
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- 12. PAYMENT witL SE MADE Sr CODE J. S. fluclear Regulatory Commission U. S. f'uclear Regulatory Commission ATTft:
Leonard Bickwit Office of the Controller Washington, D.C.
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Contract No. NRC-17-79-451 Page 2 of 15 Special Provisi ns 3
Contract No. f4RL-17-79-451 This contract consists of:
1.
Cover Page (SF-26) 2.
Contents of Contract 3.
Special Provisions ARTICLE I
- STATEMENT OF WORK ARTICLE II
- PERIOD OF PERFORMANCE ARTICLE III - REIMBURSEMENT AND PAYMEilT ARTICLE IV
- CEILING ARTICLE V
- GOVERNMENT FURNISHED SERVICES AND MATERIALS ARTICLE VI
- CONTRACTING OFFICER'S AUTHORIZED REPRESENTATIVE (COAR)
(PROJECT OFFICER)
ARTICLE VII - OTHER UNDERSTANDINGS Afl0 AGREEMENTS ARTICLE VIII - PRIVATE USE AND PROTECTION OF UNCLASSIFIEC GOVERNMENT INFORMATION ARTICLE IX
- SECURITY ARTICLE X 900GRESS PAYMENTS ARTICLE XI
- n VACY kCT ARTICLE XII - ORDER OF PRECEDENCE ARTICLE XIII - GENERAL PROVISIONS / ALTERATIONS 4.
General Provisions - Fixed Price Supply Contract (February 15,1978) 258 125 e
Page 3 of 15 ARTICLE I - STA'fEMENT OF WORK A.
Backorcund The Nuclear Regulatory Commission has instituted a Special Inquiry to review and report on the accident which took place at the Three Mile Island Nuclear Station No. 2.eginning on March 28, 1979.
The primary objective of the inquiry will be to prepare a report which makes factual determinations concerning the actual events which occurred and their ca0ses, and the actions of utility and. Commission personnel before and during the acci-dent. The inquiry will also identify areas of deficiency revealed by the -
accident and areas in which further investigation is warranted.
The Special Inquiry represents a major phase of the Commission's evalu-ation of the accident and its implications.
It~is not intsnded to duplicate the efforts of the President's Commission on the Accident at Three Mile Island.
It is designed instead so that the Nuclear Regulatory Commission, in order to fulfill its-own regulatory responsibilities, will have the fullest possible understanding.of the events at Three Mile Island, both from the. technical standpoint and from the standpoint of how its regulatory processes functicned.
The purpose of that evaluation is to permit the Commission to take whatever further steps may be necessary to prevent any similar accident in the future, and to improve the NRC's ability to respond to accidents.
By instituting the Special Inquiry, the Commission intends no suggestion th.at it will withhold regulatory action with respect to identified defici-encies until the inquiry is ccmpleted.
.The Commission will take whatever regulatory action it deems necessary at any time, based on information available to it at that time.
B.
Scoce of Work In the conduct of the work under this contract, the Contractor shall designate Mr. Mitchell Rogovin to serve as Director of the Specisl Inquiry to review and report to the Commission on the accident which took place at the Three Mile
~
Island Nuclear Station No. 2 (TMI-2) beginning on March 28, 1979.
The Con-tractor will have the authority to designate a staff of his own choosing, including both NRC personnel, and staff and consultants from outside the Commis-sion.
It is expected that in assembling a staff, the Contractor will draw substantially on senior Commission staff including Commission pe.rsonnel and consultants currently engaged in conducting an interim inquiry into the matter.
The Contractor shall contact the Contracting Officer's Authorized Representative (C0AR) to arrange for such technical assistance as can be proviced by NRC persunnel.
The Contractor, utilizing such resources, shall examine the following.
areas of inquiry:
e
~
258 l2s
Contract No. NRC-17-79-451 Page 4 of 15 l.
the sequence of events during the accident, what was happening to the reactor and the plant, including, where feasible, an assessment of important alternative sequences; the response of the operating personnel; radioactive releases and exposures; events at the plant before the accident that might be related to the accident.
2.
the history of the NRC review of the utility's application for a license to operate Three Mile Island No. 2; NRC license conditions on TMI-2 opera-tions, including technical specifications; the operating and inspection history at TMI-2; the operating and inspection histories of other Babcock
& Wilcox plants, focused on any indications of the types of problems that arose in the TMI-2 accident; a summary of NRC past considerations of such problems; the extent to which financial or tax considerations influenced conditions in the plant in any way that might have contributed to the acci-dent; any other precursor events or analyses relevant to the accident.
3.
the susceptibility of Babcock & Wilcox plants to accidents; unique features of TMI-2 that may have increased or decreased the severity of the accident; other design effects related to the TMI-2 accident.
4.
TMI-2 operations, including training and qualifications of personnel, operating procedures and management overview; technical support to operating personnel and management.
5.
emergency response to the TMI-2 accident by the utility, other utilities and utility groups, and industrial organizations, including coordination with NRC and other Federal, State, and local officials, and assessment and dissemination of information.
6.
emergency planning by, and emergency response plans approved by, the NRC; actual emergency response to the accident by NRC, including staff, ACRS and Commissioners, on site and at headquarters; NRC coordination with Federal, State, and local officials, the utility, industry sources, and the national laboratories; NRC assessment and dissemination of information; communications and chain of command within URC.
The Special Inquiry will also assess the possible imp 1.ications of the accident at TMI-2 (including design of the facility, operations, regulatory actions, emergency preparedness) for other nuclear power plants and: identify areas where further study is recommended.
C.
Reporting Requirements 1.
The Contractor shall keep the Commission informed of the progress of the inquiry on a periodic basis.
Any information in its possession of immediate public health or safety significance will be.eported promptly to the Commission.
258 !2'
Contract No. URC-17-79-451 Page 5 of 15 i
2.
Monthly Cost Report reflecting costs incurred to date as follows:
a.
staff categories utilized b.
total hours per staff categories utilized (current month:
cumulative total:
)
c.
rates per staff categories d.
total costs per staff categories utilized (current month:
cumulative total:
)
This report will be furnished in two (2) copies no later than the tenth workday following the month covered by the report and is to be distributed as follows:
one copy to the Contracting Giricer's Authorized Representative (C0AR) and one copy to the Director, Division of Contracts 3.
Final Report to be provided in writing by December 31, 1979.
The report shall detail the Contractor's findings and conclusions regarding the work as set forth in ARTICLE I.B., Scope of Work.
ARTICLE II - PERIOD OF PERFORMANCE The performance of work described in ARTICLE I hereof shall commence as of the date of execution of this contract, and shall continue through completion, which shall be on or before January 31, 1980.
ARTICLE III - REIMBURSEMENT AND PAYMENT A.
Reimbursement 1.
Reimbursement under this contract sha,ll be at rates set forth below for services provided and accepted by the Commission:
a.
Partners
$95.00 per hour b.
Associates
$65.00 per hour c.
Pa ra-Legal s
$25.00 per hour 2.
Travel shall be reimbursed in accordance with the Federal Travel Regulations in effect at the time of the contract award.
3.
The Contractor shall be reimbursed for all costs incurred which are reason-able, allocable and allowable within the meaning of tFe Federal Procurement Regulations Subpart 1-15.2, in effect upon the date of execution of this contract, including subcontractor costs, and administrative expenses such as toll calls, materials, postage, duplicating services, messenger services, etc.
258 128
Contract No. NRC-17-79-451 Page 6 of 15
- /
B.
Payment 1.
Progress payments based on incurred costs are authorized in accordance with Federal Procurement Regulations.
2.
Progress payments will be based on invoices and progress reports to the C0AR.
However, progress payments shall not exceed 80% of the incurred costs of each invoice.
ARTICLE IV - CEILING The present estimate for performing the work under this contract is $450,000.00.
The amount obligated by the Commission for such performance is $450,000.00.
When and if the amount (s) paid and payable to the Contractor hereunder shall equal the ceiling, the Contractor shall be excused from further performance of the work (except to meet existir.g commitments and liabilities) unless and until the Contracting Officer shall increase the amcunt obligated with respect to this contract.
If and to the extent that such ceiling has been increased, any costs incurred by the Contractor in excess of the ceiling prior to its increase shall be allowable to the same extent as if such costs had been incurred after such increase in the ceiling.
In no event shall the Contractor exceed the esti-mated total amount of the contract unless the contract is modified by the Contracting Officer in writing.
ARTICLE V - GOVERNMENT FURNISHED SERVICES AND MATERIALS The Commission will provide appropriate administrative support as reasonably required by the Contractor to perform the work hereunde, including the following:
1.
Office space and secretarial assistance.
2.
Stenographic services to record and transcribe any testimony that is taken under Oath or Affirmation or any interviews where Contractor determines that a verbatim transcript is necessary and appropriate.
3.
All required technical assistance from Commissien staff including personnel currently engaged in conducting an interim inquiry into the TMI-2 incident.
Such technical assistance shall be coordinated by the C0AR.
4.
Office equipment as required.
5.
Access to Commission Library and Public Document Room.
6.
All documents and records necessary to assist the Contractor during the term of this contract subject to the specific provisions of this contract.
258 7
Contrac t ilo. i;RC-17-/9-451 Page 7 of 15 ARHCLE VI - CONTRACTIi;G OFFICER'S AUTHORIZED REPRESENTATIVE (COAR) (PROJECT "0FFICER)
The authorized representative who will represent the Governmerd for the purpose of this contract shall be a senior officer of the Commission. -The authorized representa-tive-shall be delegated the Commission's statutory power to conduct investigations, issue subpoenas, and administer oaths in order that th se powers will be available to further the Special Inquiry.
Additionally, the authorized representative shall be responsible for:
(1) monitoring the Contractor's progress, and recommending < to the Contracting Officer changes in requirements; (2) interpreting the statement of work; (3) performing technical evaluation as required; (4) performing technical inspections and acceptances required by this contract; and (5) assisting the Contractor in the resolution of technical problems encountered during the performance.
Within the purview of this authority, the representative shall be authorized to approve payment vouchers for supplies / services required under the contract.
The Contracting Officer is responsible for directing or negotiating any changes in terms, conditions, or amount cited in the contract.
For guidance from the authorized representative to the Contractor to be valid, it must; (1) be consistent with the description of work set forth in this contract; (2) not constitute new assignment of work or change to the expressed terms, condi-tions, or specifications incorporated into this contract; (3) not constitute a basis for an extension to the period of performance or contract delivery schedule; and (4) not constitute a basis for any increase in the contract price.
If the Contractor receives guidance from the COAR which the Contractor feels is not valid under the criteria cited above, the Contractor shall immediately notify the COAR.
If the COAR and the Contractor are not able to resolve, the question within five (5) days, the Contractor shall notify the Contracting Officer.
ARTICLE VII OTHER UNDERSTANDINGS AND AGREEMENTS A.
Independent Status of the Contractor The Contractor shall possess full independence in carrying out the inquiry.
To further such independence the Director will maintain records of all discus-sions bearing on the inquiry between those conducting the inquiry and any member of the Commission or a Corrmissionerls personal staff.
B.
Contractor Access to Commission Documents and Emoloyees The Contractor shall have access to any and all documents and employees of the Commission that he deems necessary to conduct a full and complete inquiry except that access to records covered by tho Privacy Act of 1974 shall be governed by the terms of that Act and the provisions of this contract.
C.
Work for Others Notwithstanding any c'_her provision of this contract, during the term of this contract, the Contractor agrcn to forco entering into cont:1 ting or other contractual arrangements with any firn 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 empleees who are employed full time under this contract and employees designated as key personr el, if any, under this ccatract abide by the provision of this. clause.
If the Con-258 130
Page 8 of 15 f
tractor believes with respect to itself or any such employee that any proposed consultant or other contractual arrangemnt with any firm or organization may involve a possible conflict of interest, the Contractor shall obtain the written approval of the Contracting Officer prior to execu-tion of such contractual arrangement.
D.
Key Personne,l_
Mr. Mitchell Rogovin, who will serve as Director of the Special Inquiry, is considered to be essential to the work being performed hereunder.
During the '
period of performance of this contract, Mr. Rogovin shall devote 80", of his time to the work hereunder.
The Contractor shall not unilaterally divert fir. Rogovin to other programs which will result in a significant reduction in the time to be devoted by Mr. Rogovin to the work hereunder.
E.
Privacy Act Requirement Pursuant to ARTICLE XI, below, the Contractor is authorized to have access to and to operate those NRC systems of records subject to the Privacy Act of 1974 as are necessary in the conduct of the investigation.
The Commission shall publish those routine uses in the Federal Register required to afford the Contrac#cr access to those records covered by the Privacy Act of 1974 as are necenXry for the conduct of the investigation.
Prior to obtaining access t;; any records covered by the Privacy Act of 1974 the Contractor shall seek approval of the Contracting Officer and shall specifically identify those records and justify the need for access to them.
ARTICLE VIII - PRIVATE USE AND PROTECTION OF INFORMATION A.
Except as specifically authorized by this contract, or as otherwise approved by the Contracting Officer, records or other infor%ation, documents and material furnished of the Commission to the Contrji-tor in the performance of this contract, or information developed by tMe Contractor in the course of the work hereunder, shall be used only in connection with the work per-formed under this contract. The Contractor shall, upon ' completion or termina-tion of this contract, transmit to the Commission all records or other information, documents and materials, and any copies thereof, furnished t.y the Commission to the Contractor or developed by the Contractor in the per-formance of this contract.
B.l. The Contractor shall be responsible for safeguarding from unauthorized disclosure any information or other documents and material made available to the Contractor by the Commission in connection with the performance of the work under this contract in the following categories:
classified matters, including Restricted Data; infor-mation containing trade secrets and other confidential business information; personnel matters the disclosure of which would constitute a clearly unwarranted invasion of personal privacy; and information compiled by other agencies for law enforcement purposes.
The Contractor agrees to conform to all regulations, requirements and directives of the Commission with respect to such material.
- 2. The Contractor shall be responsible for safeguarding from unauthorized disclosure any other information or other documents and material made available to the Contractor by the Commission in connection with the performance of the work under this contract that is exempt from public disclosure under the Commission's regulations, except that nothing in this subsection (B)(2) shall prohibit the Contrrtt from making public in any interim or final report issued under this contract any such information referred to in this subsection (B) (2) that the Contractor believes is necessary and appropriate to be included in such report or reports.
258}3;
Lo n t rd C L hu. ImL-1/-/U-431 Page 9 of 15 C.
, The Contractor's duties under this clause shall not be construed to limit or affect in any way the Contractor's obligation to conform to all security regulations and requirements of the Commission pertaining to classified information and material.
ARTICLE IX - SECURITY (Applicable if Restricted Data or Classified Information is Involved)
(a) Contractor's duty to safeguard Restricted Data, Formerly Restricted Data, and other classified information. The Contractor shall, in accordance with the Nuclear Regulatory Commission's security regulations and requirements be responsible for safeguarding Restricted Data, Formerly Restricted Data, and other classified informa'. ion and protecting against sabotage, espionage, loss and theft, the classified documents and material in the contractor's possession in connection with the performance of work under this contract.
Except as otheniise expressly provided in this contract, the contractor shall, upon com-pletion or termination of this contract, transmit to the Commission any classi-fied matter in the possession of the contractor or any person under the con-tractor's control in connection with the performance of this contract.
If retention by the Contractor of any classified matter is required after the completion or termination of the contract and such retention is approved by the Contracting Officer the Contractor will complete a certificate of possession to be furnished to the Nuclear Regulatory Commission specifying the classified matter to be retained. The certification shall identify the iteins and types or categories of matter retained, the conditions governing the retention of the matter and the period of retention, if known.
If the retention is approved by the Contracting Officer, the security provisions of the contract will continue to be applicable to the matter retained.
(b) Regulations.
The Contractor agrees to conform to all security regula-tions and requirements of the Commission.
(c) Definition of Restricted Data. The term " Restricted Data," as used in this clause, means all data concerning (1) desic'., manufacture, or utilization of atomic weapons; (2) the production of special nuclear material; or (3) the use of special nuclear material in the production of energy, but shall not include data declassified or removed from the Restricted Data category pursuant to Section 142 of the Atomic Energy Act of 1954, as amended.
(d) Definition of Formerly Restricted Data.
The term "Formerly Restricted Data," as used in this clause, means all data removed from the Res;ricted Data category under Section 142 d. of the Atomic Energy Act of 1954, as amended.
(e)
Security clearance of personnel.
The Contractor shall not permit any individual to have acce/s to Restricted Data, Formerly Restricted Data, or othe-classified informationf except in accordance with the Atomic Energy Act of 1954, as amended, and the Commission's regulations or requirements applicable in the particular type or category of classified inform. tion to which access is required.
s/
258 132
Lontract No. HKL-1/-/9-4bi Page 10 of 15 (f) friminal Liability.
It is understood that disclosure of Restricted Data, Formerly Restricted Data, or other classified information relating to the work or services ordered hereunder to any person not entitled to receive it, or failure to safeguard any Restricted Data, Formerly Restricted Data, or other classified matter that may come to the Contractor or any person under the con-tractor's control in connection with work under this contract, may subject the contractor, its agents, employees, or subcontractors to ceiminal liability under the laws of the United States.
(See the Atcmic Energy Act of 1954; as amended, 42 U.S.C. 2011 et seq. ; 18 U.S.C. 793 and 794; and Executive Order 12065.)
(g) Subcontracts and purchase orders.
Except as othewise at horized in writing by the Contracting Officer, the contractor shall insert provisions similac to the forgoing in all subcontract and purchase orders under this contract.
'(h)
In the performance of the work under this contract, the contract <.c shal' assign classifications to all documents, material, and equipment originated or generated by the Contractor in accordance with classification guidance furnished to the contractor by the Commission.
Every subcontract and purchase order issued hereunder involving the origination or generation of classifed documents, material, or equipment shall include a provision to the effect that in the performance of such subcontracts or purchase orders the subcontractor or supplier shall assign classi-fic-tions to all such cocuments, material and equipment in accordance with classi-fication guidance furnished to such subcontractor or supplier by the contractor.
ARTICLE X - PRCGRESS PAYMENTS
~
Progress payments shall be made to the Contractor as work progresses, from time t time upon request, in amounts approved by the Contracting Officer upon the following t rms and conditions:
A.
Comoutation of Amounts 1.
Unless a smaller amount is requested, each progress payment shall be (i) 80 percent of the amount of the Contractar's total costs (except that this percentage shall be 85 percent if the Contractor is a small business concern) incurred under this contract, except as provided herein with respect to costs of pension contributions, plus (ii) the amount of progress payments to subcontractors as provided in (J) below; all less the sum of previcus progress payments.
With respect to costs of pension contributions', when pension con'.ributions are paid by the Contractor to the retirement fund less frequently than quarterly, accruals of the costs of these pension contributions shall be excluded from the Contractor's total costs for progress payment purposes until such costs are paid.
If pension contributions are paid on a quarterly or more frequent basis, accruals of the costs of these pension contributions may be included in the Contracter's total costs for progress payment purposes:
Provided, that the pension contributions are paid to the retirement fund within 33 days af ter the close of the period covered by the payment.
If payments are not made to the fund within such 30-day period, pension contributions costs shall be excluded from the Contractor's total costs for progress payment purposes until payment therefor has been made.
7
,258 15s
Contract No. fiRC-17-79-451 Page 11 of 15 2.
The Contractor's total costs ((A)'1)(i)) shall be reasonable, allocable to this contract, and consistent v.ith soun.d and generally accepted accounting principles and practices.
Hot; eve, s ch costs shall not include (i) any costs incurred by subcontract;rs cr suppliers, or (ii) ar.y payments or amounts payable to subcontractors or suppliers, except for completed v;ork (including partial deliveries) to..hich the Contractor has acquired title and except for amounts paid or payable under cost-reimbursement or time and material subcontracts for work to v;hich the Contractor has acquired title, or (iii) costs ordinarily capitalized and subject to depreciation or amortization except for the properly depreciated or amortized portion of such costs.
3.
The amount of unliquidated progress payments shall not exceed the lesser of (i) 80 percent of the costs (except that this percentage shall be 85 if the Contractor is a small Deiness concern) mentioned in (A)(1)(i) of this clause, plus any unliquidatec progress payments mentioned in item (A)(1)(ii), both of which are a'plicable only to the supplies and services not yet delivered and invoiced to 'and accepted by the Government or (ii) 80 percent (except that this percentage shall be 85 percent if the Con-tra'. tor is. a small business concern) of the total contract price of supplies and services not yet delivered and ir. voiced to and accepted by the Government.
less unliquidated advance payrrents.
4.
The aggregate amount of progress na:. ents made shall not exceed 80 percent of the total contract price (exce;t that this percentage shall be E5 percent if the Contractor is a smill b siness concern).
B.
Liouida tion Except as provided in the clause entitled " ermination for Convenience of the Government," all progress payments shall e liquidated by deducting from any payment under this contract, other thar. ad.ance or progress, the amount of unliquidated progress payments, or 80 ;er:ent (except that this percentage shall be 85 percent if the Contractor is a small busi. ness concern) cf the gross amount invoiced, whichever is less.
Repa. ent to the Government required by a retroactive price reduction will be ade after recalculating liquidations and payments on past invoices at the reduced prices and adjusting the uniiquidatec progress payments accordingly.
C.
Reduction or Susoension The Contracting Officer may reduce or sus;and progress payments, or liquidate ther at a rate higher than the percentage s:ated in (B) of this clause, or both, ti) has whenever he finds upon substantial evider.ca : hat the contracto' failed to comply with any material req;;ra ent of this contract, (ii) has so failed to raake progress, or is in s;ch csatisfactory financial condition as to endanger performance of this con:rac;, (iii) has allocated inventory to this contract substantially exceedi;; -easonable requirements, (iv) is delinquent in payment of the costs of ;arfor ance of this contract in the ordinary course of business, (v) has so f ailed to make progress that the unliquidated progress payments exceed t".e fa:r value of the s.ork accc:plished on the undelivered portion of this con: E::, or (vi) is realizing less profit than the estinated profit used for es:1.i shing a liquidation percentage in paragrapn ~(B), if that liqui'iation :scer.tage is less than the percentage stated in paragraph (A)(1).
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Contrac t No. URC-17-79-451 Page 12 of 15 1
D.
Title i
Immediately, upon the date of this contrEct, title to all parts; caterials; inventories; work in process; special tocling, nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment and other similar manufacturing aids not considered special tooling; and drawings and technical data (to the extent delivery thereof to the Govern-ment is required by other provisions of this contract); theretofore acquired or produced by the Contractor and allocated or properly cnargeable to this contract under sound and generally accepted accounting principles and practices shall forthwith vest in the Government; and title to all like property there-af ter acquired or produced by the Contractor and allocated or properly chargeable to this contract as aforesaid shall forthwith vest in the Government upon said acquisition, production or a: location.
Notwithstand-ing tha t title to property is in the Government through the operation of this clause, the handling and disposition of such property shall be datermined by the applicable provisions of this contract such as:
The Default clause and paragraph (h) of this clause; Termination for Convenience of the Gov rr:ent ciause.
Current producticn scrap may be sold by the Contractor without ap?roval of the Contracting Officer and With the proceeds shall be credited against the costs of contract perfor.Tance.
the consent of the Contracting Officer and on terms approved by him, the Contractor may acquire or dispose of property to which title is vested in the Government pursuant to this clause, and in that event, the costs allocable to the prcperty so transferred from this contract shall be eliminated from the costs of contract performance and the Contractor shall repay to the Government (by cash or credit memorandum) an amount equal to the unliquidated progress payments allocable to the property so transferred.
The provisions of this contract referring to or defining liability for Government-furnished property shall not apply to property to which the Governr ent shall have acquired title solely by virtue of the provisions of this clause.
E.
Risk of Loss Except to the extent that the Government shall have otherwise expressly assumed the risk of loss of property, title to whicn vests in the Government pursuant to this clause, in the event of the loss, theft, or destruction of, or damage to any such property before its delivery to and acceptance by the Government, the Contractor shall bear the risk of loss and shall repay the Government an amount equal to the unliquidated progress payments based on costs allocable to such lost, destroyed or damaged property.
F.
Control of Cost and Propert1 The Contractor shall maintain an accounting system and controls adequate for the proper ad.ainistration of this clause.
G.
Reports--access to Records Insofar as pertinent to the ad:ninistra:icn of this clause, the Contractor will (i) furnish promptly such relevant re; sets, certificates, financial statements and other infornation as may be reascr. ably requested by the Contracting Officer,
~
and (ii) give the Government reasonable opportunity to examine and verify his books, records, and accounts.
g
]
Contract No. MRC-17-79-451 Page 13 of 15 H. Special Provisions Regarding Default If this contract is terminated purscant to the clause entitled " Default," (i) the Contractor shall, upon demand, pay to the Government the amount of unliquidated progress payments and (ii) with respect to all property as to which the Government elects not to recuire delivery under the clause entitled " Default," title shall vest in the Contractor upon full liquidation of progress payments, and the Government shall be liable for no payment except as provided by the " Default" clause. I. Reservation of Richts The rights and remedies of the Government provided in this clause shall not be exclusive, and are in cddition to any other rights anc remedies provided No paycant, or vesting of title pursuant to by law or under this contract. this clause, shall excuse the Contractor from performance of his obligations under this contract, nor constitute a waiver of any of the rights and remedies of the parties under this contract. ho delay or failure of the Government in exercising any right, po, er, or privilege ;nder this clause shall affect any such right, power, or privilege, nor shall any single or partial exercise thereof preclude or impair any further exercise thereof of the exercise of any other right, power, or privilege of the Government. J. Progress Payments to Subcontractors (1) The amount mentioned in (A)(1)(ii) of this clause shall be the sum of (i) all the orogress payments made by the Contractor to his subcontractors and remaining unliquidated, and (ii) unpaid billings for progress payments to sub-contractors which have been approved for current payment in the ordinary course of business, when under subcontracts which conform to (J)(2) of this clause. (2) Subcontracts on.vhich progress payhents to subcontractors may be included in the base for progress payments pursuant to paragraph (A) of this clause are limited to those subcontracts in which there is expected to be a long " lead time," between the beginning of work and the first delivery, approximately 4 months or more for small business concerns and 6 months or more for firms which are not small business concerns, and in which the provisions regarding progress payments (i) are substantially si-iiar to and as favorable to the Government as this " Progress Payments" cl:.;se, no more favorable to the sub-contractor than this clause is to the Contractor and on a basis of not more than 80 percent of total costs or 85 percent of direct labor and material costs (except that these percentages shall be 85 percent of total costs or 90 percent of direct labor and anarial ccsts for those subcontractors which are small business concerns), and (ii) -ne all rights of the subcontractor with respect to all property to which -he Government has title under the subcontract subordinate to the rights ci ;he Government to require delivery of such property to iL in the event of de'ault by the Contractor under this contract or in the event of the bankru;tcy v insolvency of the subcontractor. f N0 $ bf)
Contract fio. I!RC-17-79-451 Page 14 of 15 (3) The Government agrees that any pro:ssis received by it from property to which it has acquired title by virtue of such provisions in any subcontract shall be applied to reduce the amount cf ;nliquidated progress payments made In the event the by the Government to the Contractor ur. der this contract. Contractor fully liquidates such progress payments made by the Government to him hereunder and there are progress payrants to any subcontractors which are unliquidated, the Contractor shall be sabrogated to all the Government's rights by virtue of such provisions in the stSc:ntract or subcontracts involved as if all such rights had been thereupon assigned and transferred to the Contractor. (4) The billings described in (J)(1)(ii) of this clause shall be paid promptly by the Contractor in the ordinary course of business, not later than a reasonable time after payment of equivalent amounts by the Government to the Contractor. (5) To facilitate small business participation in subcontracting under this contract, the Contractor agrees to provida progress payments to those sub-contractors which are smz 11 business concerns, in conformity with the standards for customary procress payments stated in 51-30.503 of the Federal Procuremant Regulations, as in effect on the date of this contract. The Contractor further agrees that the need for such pro:ress payments will not be considered as a handicap or adverse factor in the award of subcontracts. ARTICLE XI - PRIVACY ACT a (a) The Contractor agrees: (1) To comply with the Privacy Act of im and the rules and regulations issued pursuant to the Act in the design, revelopment, or operation of any system of records on individuals in order t3 accomplish an agency function when the contract specifically identifies (i) the system or systems of records and (i') the work to be performed by the contractor in terms of any one or combination of the following:, ( A) design. (B) development, or (C) operation; (2) to include the solicitation notification contained in this contract in every solicitation and resulting subcontrac: and in every subcontract awarded without a solicitation when the statemen: c' work in the proposed subcontract requires the design, development, or ope a:'en of a system of records on individuals to accomplish an agency func:icn; and (3) to include this clause, including tnis paragraph (3), in all subt:ntracts awarded pursuant to this contract which rec ire the design, development, or operation of such a system of records. (b) In the event of violations of the Act, a civil action may be brought against the agency involved where the vicla: ion concerns the design, develop-ment, cc operation of a system of records cr individuals to accomplish an agency function, and criminal penalties a; be imposed upon the officers or employees of the agency where the vioia:f on concerns the operation of a system of records on individuals to ac:Cr:lish an agency function. Fo r purposes of the Act when the contract is f:r the operation of a system of records on individuals to accomplish an a;e :y function, the contractor and any employee of the contractor is ccns":ered'to be an employee of the agency. ,) 0 1 - ~/ LJO l}l
LontraCc ho. UKL-1/-/9- 0 1 Page 15 of 15 4. (c) The terms used in this clause have the following meanings: (1) " Operation of a system of records" ceans performance of any of the activities associated with maintaining the system of records including the collection, use, and dissemination of records. (2) " Record" means any item, collection, or grouping of information about an individual that is maintained by an agency, including, but not limited to, his education, financial transactions, medical history, and criminal or employment history and that contains his name, or the identifying number, symbol, or other identifying particular assigned to the individual, such as a finger or voice print or a photograph. (3) " System of records" on individuals means a group of any records under the control of any agency from which information is retrieved by the name of the individual or by some identifying number, symbol, or other identifying particular assigned to the individual. ARTICLE XII - ORDER OF PRECEDENCE In the event of any inconsistency between the provisions of this contract, the inconsistencies shall be resolved by giving precedence in the following order: (a) the Schedule; (b) FPR Changes and NRC additions to General Provisions; and the General Provisions. ' ARTICLE VIII - GENERAL PROVISIONS / ALTERATIONS A. This contract is subject to the General Provisions - Fixed Price Supply Contract, dated February 15, 1978, which is attached hereto and made a part hereof. B. In addition to those general provisions set forth herein which are by their terms self-deleting, the following additions cad /or deletions are made: 1. The General contract clause set forth in 41 CFR 5 20-1.5405-1 is hereby incorporated by reference. 2. Article 41 - Publication and Publicity is deleted in its entirety. 3. Article 42 - Dissemination of Contract Information is deleted in its entirety. 4. Article 43 - Work for Others is deleted in its entirety. 5. Article 44 - Audit and Records is attached hereto and made a part of this contract. 258
- sm19
2/15/78 Consisting of Pages t through 23 CENERAL FK0 VISION FIXED PRICE SUPPLi CONTRACT TABLE OF CONTENTS Standard Form 32, General Provisions (Supply Contract) Containing the fo llow ing listed Articles on pages 1 through 5 of the fora plus additional Articles on pages 6 through 20 attached thereto. PACE TITLE ARTICLE 1 1 Definitions..................................................... 1 2 Changes......................................................... 1 3 Extras.......................................................... 1 4 Variation In Quantity........................................... 1 5 Inspection...................................................... 2 Re s p o ns ib ility r r Supp lies..................................... a 6 2 7 Payments........................................................ 2 8 Assign =ent of Clai=s............................................ 2 9 Additional Bond Security........................................ 2 Examination o f Re cords By Comptroller Gene ral................... 10 2 , 11 Default......................................................... 3 12 Disputes........................................................ 13 Notice and Assistance Regarding Patent and Copyright 3 Infringement.......................................... 3 14 Buy A=erican Act................................................ 4 15 Convict Labor................................................... 16 Contract Work Hours and Safety Standards Act - 4 Overtime Compensation......................................... 4 17 Walsh-Healey Public Contracts Act............................... 4 18 Eq ua l O p p o r tu n i ty............................................... 5 19 O f f i cia ls N o t To B e ne f i t........................................ 5 20 Covenant Against Contingent Fees................................ 5 21 U tilization o f Small Business Concerts.......................... 5 22 U tiliza tion o f Labo r Surplus Area Concerns...................... 5 23 Utilization of Minority Business Concerns....................... 5 24 Pricing of Adjustments.......................................... 5 25 Payment o f Interes t On Contrac tors ' Claims...................... 6 26 Alterations..................................................... 6 27 Lis ting o f Emp loyment Op enings.................................. 9 28 Employment of the Handicapped................................... 10 29 Clear Air and Water............................................. 11 30 Fe de ra l, S t a te and Loca l Taxe s.................................. 12 31 Tercination For Convenience of the Govern =ent................... 17 32 Mi nor ity Bus iness Enterprises Sub contracting Progr as............ 18 33 Preference For U.S. Flag Air Carriers................... 13 34 Notice To the Gevern=ent of Labor Disputes...................... 19 35 Permits......................... 19 36 Renegr.t1atioa................................................... 19 37 Pa tent Indennity........ 20 38 Reporting Royalties............ 39 Notice Regarding Lote Delivery.........'........................ 20 258 13?
GENERAL PROVISION FIXED PRICE $UPPLY CONTRACT (Cont.) ARTICLE TITLE PAGE 40 Stop Work Order............ 21 al Pu bl i cation and Pu bl i ci ty................................... 22 c2 Dissemination of Contract Infonna tion......... 22 43 Wo r, fo r O t h e r s............................................. 23 44 Audit and Records.......................................... 24 9 .38 140 ii
GENERAL PROVISIONS (Supply Contract) without limitation raw materials, cemponents, intermediate
- 1. DrrrstrroNs anemblie<, and end products) shall he subject to inspection and As usd throughout this contract, the fotbwing terms shall test by tFe Government, to the extent practicaole at all times and Lase the meaning set forth below:
places inc!uding the period of manufacture, and in any event pr:cr (a) Tt e term " head of the agency" cr " Secretary" as used t accepu nce. herein means the Secretary, the Under Secretary, any Assistant Secretary, or any other head or assistant head (b) In case any supplies or lets of supplies are defective in of the executive or military department or other Federal material or workmanship or otherwue not in conformity uith the agency; and the term "his duly authori:ed representative" requirements of this contract, the Government sFall have the means any person or persons or board (other than the right either to reject them (with or without instructions as to Contracting O$cer) authorized to act for the head of the their disposition) or to require their correction. Supplies or lots agency or the Secretary. of supplies whien have been rejected or required tc, be corrected (b) The term " Contracting O$cer" means the person executing shall be removed t r, if permitted or required by the Contracting this contract on behalf of the Government, and any other O$cer, corrected in place by and at the expense of the Contractor o$cer or civilian employee who is a properly designated promptly after notice, and shall not thereafter be tendered for Contracting O$cer; and the term includes, except as other-acceptance unless the former rejection or requirement of correc-wise provided in this cen**act, the authorized representa-tion is disclosed. If the Contractor fails promptly to remove such tive of a Contracting O$cer acting within the limits of his supplies or lots of supplies which are required to be remaved, or autho rity. promptly to replace or correct such supplies or lots of supplies, (c) Except as otherwise provided in this contract, the term the Government either (i) may by contract or otherwise replace ' subcontracts" includes purchase orders under thi3 or correct such supplies and charge to the Contractor the cost occasioned the Government thereby, or (ii) may terminate this contract. colitract for default as provided in the clause of this contract
- 2. Cir Ascrs entitled " Default." Unless the Contractor corrects or replaces Tha Contracting O$cer may at any time, by a written order, such supplies within the delivery schedale, the Contracting O$cer and without notice to the sure'ies, make changes, within the gen-may require the delivery of such supplies at a reduction in price eral scope of this contract in any one or more of the following:
which is equitable under the circumstances. Failure to agree to ti) Drawings, designs, or specifications, where the supplies to be such reduction of price shall be a di=pute concerning a quedion furnished are to be specially manufactured for the Government of fact within the meaning of the clause of this contract entitled in accordance therewith; (ii) method of shipment or packing; " Disputes." and (iii) place of delivery. If any such change causes an increase (c) If any inspection or test is made by the Government on the or dacrease in the cost of, or the time required for, the perform-premises of the Contractor or a subcontractor, the Contractor ance of any part of the work under this contract, whether changed without additional charge shall provide all reasonable facilities or not changed by any such order, an equitable adjustment shall and assistance for the safety and contenience of the Government be made in the contract price or delivery schedule, or both, and inspectors in the performance of their duties. If Government the contract shall be mndified in writing accordingly. Any claim by inspection or test is made at a point other than the premises of the Contractor for adjustment under this clause must be asserted the Contractor or a subcontractor, it shall be at the expense of within C0 days from the date of receipt by the Contractor of the the Government except as otherwise provided in this contract: notification of change: Provided, however, That the Contractii"' Provided, That in case of rejection the Government shall not be O$cer, if he decides that the fyts justify such action, may re-I able for any reduction in ulue of samples used in connection cyve and act upon any such claim asserted at any time prior t MMi h AH kwh M e b 6 nnal rayment under th:,s contract. Where the cost of property G9vernment shall be performed in such a manner as not to undulv made obsolete or excess as a result of a change is meluded m the delay the work. The Government reserves the right to charge to Contractor,s claim for adj.ustment, the Contiicting O$cer shall the Contractor any additional cost of Government inspection and have the right to prescribe the manner of disposition of such test when supplies are not ready at the tire such inspection and propar*y. Failure to agree to any adj.ustment shall be a dispute test is requested by the Contractor or when reinspection or r-test conceming a question of fact withm the meaning of the clause of is necessitated by prior rejection. Acceptance or rejection of the this contract entit!ed " Disputes." IIowever, noth.ing m this clause supplies shall be made as promptly as practicable after delivery, shall excuse the Contractor from proceeding with the contract as except as otherwise provided in this centract, but f ailure to hanged. inspect and accept or reject supplies shall neither r lieve the Contractor from responsibility for such supplies as are not in
- 3. ExTnAs accordance with the contract requirements nor impose liability Except as otherwise provided in this contract, no payment for on the Government therefor.
extras sha" be made unless such extras and the price therefor (d) Tha inspection and test by the Government of any uppites have teen authorized in writmg by the Contracting O$cer. or lots thereof does not relieve the Contractor frem any responsi-
- 4. Vat ATroN IN QrnTIn bility regarding defects or other failures to meet the contract No variation in the quantity of any item called for by this con.
requirements which may be discovered prior to acceptance. Except as otherwise provided in this contract, acceptance shall tract vn!! be accepted un!ess such variation has been caused by be conclusive except as regards lateat defects, fraud, or such conditions of loading, shipping, or packing, or allowances in gross mistakes as amount to fraud. manufacturing prwes. and than only to the extent, if any, spec:5e i e'sewhere in this contract. (e) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the supplias a McTros hereunder. Records of all inspection work by the Contractor (a) All supplies (which term throughout this clause includes shall be kept complete and available to the Government during STANDARD FORN4 32 (Rev. 4-75) 8, 8 14l Prescnbed by C3A. F?R (41 CFR) 1-1641 1 32-gg
the ;cfermance of thia contract and for such longer period as surety fails to furnish reports as to his nnancial cundition from time to time as requested by the Cosernment, tne Contrac'tcr sha!!- nur te specifed elsewhere in this contract. promrtly furnish such additional security as may be required
- 6. RE3PosstetuTY FOR SCPrWE3 frrm tune t3 time to protect the interests of the Government and Except as otherwise provided in this contract, (i) the Con-of prsons mplying labor or materials in the prooecution of the tractor shall be responsible for the supplies covered by th;s work contemplated by this contract.
contract until they are delivered at the designated delivery point,
- 10. EmitNutos or RECom BY CoMPTRou.ER GENERAL regardless of the point of inspection; (ii) after delivery to the Gosernment at the designated point and prier to acceptance by (a) This clause is applicable if the amour.t of this contract the Government or rejection and giving notice thereof by the exceeds 310,000 and was entered into by means of negotiatmn, Gmernme.it, the Government shall be respons;ble for the loss or including small businus restricted advertising, but is not appli-destructiun of or damage to the supplies only if such less, cable if this contract was entered into by means of formal destruction, cr darnage results from the negligence of cFicers, ads ertisin g.
agents, or employees of the Government acting within the scop" (b) The Contractor agrees that the Comptroller General of the of their employment; and (iii) the Contractor shall bear all risks Umted States or any cf his duly authorued representatives shall, as to rejected supplies after notice of rejection, except that the until the expiration of 3 years after dnal payment under this Government shall be responsible for the loss, or destruction of, or contract or such lesser time specidad in either Appendix M of the damage to the supplies only if such loss, destruction or damage Armed Services Procurement ilegulation or the Federal Procure-resulta from th e gross negligence of otEcers, agents, or employees ment Regulations Part 1-20, as appropriate, have access to and of the Government acting within the scope of their employment-the right t3 examine any directly pertinent books, documents, papers, and records cf the Contractor involving transactions re-
- 7. PAU!ENTS
- ated to this contract.
The u, ntractor shall be paid, upcn the subm.rssion of proper (c) The Contractor further agrees to m. elude m. all his sub-invoices or vouchers, the prices stipulated herein for supplies e ntracts hereunder a provision to the et'ect that the subcontrne-ddivered and accepted or services rendered and accepted. Zus tor agrees that the Comptroller General of the United States or deductions, if any, as herein provided. Unless otherwise speciRed, f his duly authorized representatives shall, until the expira-t ny payment will be made on partial deliveries accepted by the Gov-tion yf 0 years after final payment under the subcontract or such ernment when the amount due on such deliveries so warrants; lasser time spectded in enher Appendix M of the Armed Services or, when requested by the Contractor, paymnt for accepted par-Procurement Regulation or the Federal Procurement Rernations
- ial deliveries shall be made whenever such payment would equal Part 1-20, as approp-iate, have access to and the right to examine i
or exced eitber $1,000 or 50 percent of the total amount of this any directly pertinant books, documents, papers, and records of contract. such subcontractor, involvmg transactions related to the sub-contract. The term " subcontract" as used in this clause exdudes
- 8. AssicNutNT or CLA1xs (a) Pursuant to the provisions of the Assignment of Claims (1) purchase orders not exceeding 510,000 and (2) subcontracts 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 enablished for uniform applicability to the general public.
contract provides for payrnents aggregating 31,000 or more, claims for moneys due or to become due the Contractor from the (d) The periods of access and examination described in (b) Government under this contract may te assigned to a bank, trust and (c), above, for records which relate to (1) appeals under company, or other financing institution, including any Federal the " Disputes" clause of this contract, (2) litigation or the lending agency, and may thereafter be further assigned and settlement of claims arising out of the performance of this con-reassigned to any such institution. Any such assignment or re-tract, or (3) costs and expenses of this contract as to which ex-assignment shall cover all amounts payable under this contract ception has been taken by the Co. mtroller General or any of his and not already paid, and shall not be made to more than one duly authorized representatives, shall continue until such appeals, party, except that any such assignment or reassignment may be litigation, claims, or exceptions have been disposed of. made to one party as agent or trustee for two or more parties g g, participatmg in such fnancing. Unless otherwise provided m (a) The Government may, subject to the provisions of para-this contract, payrnents to an assignee of any, moneys due or to become due under this contract shall not, to the extent provided graph (c) below, by writtwn notice of default to the Contractor, terminate the whole or any part of this contract in any one of in said Act, as amended, be subject to reduction or seto:E (The the fol!owing circumstances: preceding sentence applies only if this contr:-t is made in time of (i) If the Contracter fails to make delivery of the supplies or war or national emergency as defined. said Act and is with the to perform the services within the time speci5ed herein or any Department of Defense, the General Services Administration, the extension thereef; or Energy Research and Development Administration, the National (ii) If the Contractor fails to perform any of the other pro-Aeronautics and Space Administration, the Federal Aviation visi ns f this contract, or so fails to make progress as to Admini3tration, or any other department or agency of the Crited endanger performance of this contract in accordance with ita States designated by the President pursuant to C:ause 4 of the terms. and in either of these two circumstances does not cure proviso of section 1 of the Assignment of Claims Act of 1340, as such faiiure within a period of 10 days (or such Ionger period amended by the Act of May 15,1951,65 Stat. 41.) as the Contracting Or cer may authorize in writing) after a (b) In no event shall copies of this contract or of any plans, receipt of notice from the Contr..cting Oficer specifying such specificatiens, or other similar documents ralating to work under f ailu ra. this cont-act, if marked " Top Secret,"" Secret," or " Confidential,', (b) In the event the Government terminates this c?ntract in be furnished to any anignee of any M.im arising under this whole or in part as provided in paragraph (a) of this clause, the e-ntract or to any otFer person not entitled to receive the same. Government m2y procure, upon such terms and in such manner Ilowever, a copy of any part or all of this centract so marked may as the Con'racting 0"icer may deem appropriatr, suppUes or be furniWd, or any information contained therein may be dis _ clowd, to such amignee upon the prior written authori$ation of services s milar to those so terminated, and the Contractor shall be liable to the Government for any exces costs for such similar the Contracting O&er. supplies or services: ProvidM, That the Contractor shall continue
- 9. ADottront. Bosn SrctTaTY the performance of this contract to the extent not tenninated If any surety upon any bond furnished in connection with this under the provi4 ions of this claure.
contract becomes unacceptable to the Gosernment er if any such (c) Except with respect to defaults of subcontractors, t!.e STANDARD FCR'4 32 (Rev. W5) 2 2, 5 8 l u,,
Contractor shall nct be liable for any excess costs if the failure to ing Omcer, who shall reduce his decision to writing and mail ur perform the contract arses out of causes beyond the control and otherwise furnish a copy thereof to the Contractor. The decisMn w;thout the fault or negligence of the Contractor. Such causes of the Contracting Omcer shall be final and conclusive un! css, may include, but are nnt restricted to, acts of God or of the public within 00 days from the date uf receipt of such copy, the Con-enemy, arts of the Government in either its sovereign or con-tractor mails or otherwise furnishes to the Contracting Omcer tractual capacity, fires, I' cods, epidemics, quarantine restrictions, a wr.t.en armal addressed to the Secretary. The decison of tha strikes, freight embargoes, and unusually severe weather; but Secretary er his duly authorized representative for the dctermi-in every case the failure to perform must bu beyond the control nation of such appeals sha!! Le final and conclusne unless de-and without the fault or negligence of the Contractor. If the termined by a court of competent jurisdiction to have been failure to perform is caused by the default of a subcontractor, fraudulent, or capricious, or arbitrary, or so gronly erronecus and if such default arises out of cauws beyond the control of both as necessar:ly to imply bad faith, er nct supported by substantial the Contractor and subcontractor, and without the fault or evidence. In connection with any appeal proceeding under this negligence of either of them, the Cortractor shall not be liable clause, the Contractor shall be afforded an opportuaity to be for any excess costs for failure to perform, unless the supplies heard and to orfer evidence in support of its appeal. Pending or services to be furnished by the subcontractor were obtainable final uecision of a dispute hereunder, the Contractor shall proceed from other sources in sumcient tirne to permit the Contractor to diligently with the performance of the contract and in accordance meet the required delivery schedule, with the Contracting Omcer's decision. (d) If tnis contract is terminated as provided in paragraph (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 de :isions provided for in para-provi41 in this clause, may require the Contractor to transfer graph (a) above: Provided, That nothing in this contract shall be title and deliver to the Government, in the manner and to the construed as making final the decision of any administrative extent directed by the Contracting Officer, (i) any completed oficial, representative, or board on a question of law. supplies, and (ii) such partially completed supplies and materials,
- 13. NOTICE AND ASSISTANCE REGARDING PATENT AND parts, tools, dies, jigs, fixtures, plans, drawings, information, C0rYRIGIIT INMtINGEMENT and contract rights (hereinafter called " manufacturing ma.
terials") as the Contractor has specifcally produced or'spe-The provisions of this clause shall be applicable only if the ~ cifcally 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 Oflicer, of the Contracting 05eer, protect and preserve property in promptly and in reasonable written detail, each notice or claim possession of the Contractor in which the Government has an of patent or copyright infringement based on the performance of interest. Payment for completed supplies deliverad to and ac-this contract of which the Contractor has knowledge. cepted 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 patent or copyright infringement Government and for the protection and preservation of property arising out of the 3rformance of this contract er out of the use shall be in an amount agreed upon by se Contractor and Can. of any supplies furnished or work or services performed here-tracting 05cer; failure to agree to such amount shall be a dispute unde, the Contractor shall furnish to the Government, when concerning a question of fact within the meaning of the clause of requested by the Contracting Ocieer, all evidence and information this contract entitled " Disputes." The Government may withhold in possession of the Contractor pertaining 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 manufacturing materials such sum as the Contracting of the Government except where the Contractor has agreed to OScer determines to be necessary to protect the Government indemnify the Government, against loss because of outstanding liens or claims of former lien
- 14. Buy AMERICAN AcT holders.
(a) If, after notice of termination of this contract under the (a) In acquiring end products, the Buy American Act (41 U.S. revisions of this clause, it is determined for any reason that the Code 10 a-d) provides that the Government give preference to Contractor wan not in default under the provisions of this clause, domestic source end products. For the purpose of this clause: or that the default was excusable under the provisions of this (i) " Components" means those articles, materials, and sup-clause, the rights and obligations of the parties shall, if the con. plies, which are directly inecrporated in the end products; tract contains a clause providing for termination for convenience (ii) "End products" means those articles, m:.terials, and of the Government, be the same an if the notice of termination svpplies, which are to be acquired under this contract for public had been issued pursuant to such clause. If, after notice of termi-use; and nation of this centract under the provisions of this clause, it is (iii) A " domestic source end product" means ( A) an ure determined for any reason that the Contractor was not in default manufactured end product which has been mined or produced under the provisions of this clause, and if this contract does not in the United States and (H) an end product manufactured in contain a clause providing for termination for convenience of the the United States if the cost of the components thereof whi:h Covernment, the contract shall be equitably adjusted to compen-are mined, produced, or manufactured in the United States ex-We for sach termination and the contract modified accordingly; ceeds 50 percent of the cost of all its components. For the failure to agree to any such adjustment shall be a dispute cen. purposes of this (a)(iii)(B), components of foreign origin of cerning a question of fact within the meaning of the clause of this the same type or kind as the pr> ducts referred to in (b)(ii) or contract entitled " Disputes." (iii) of this clause shall be treated as components mined, pro-(f) The rights and remedies of the Government provided in this duced, or manufactured in the United States. clause shall not be exclusive and are in addition to any other (b) The Contractor agrees that there will be delivered under rights and remedies provided by law or under this contract. this contract only domestic source end products, except md (g) As used in paragnph (c) of this clause, the terms "sub-products: contractor" and " subcontractors" mean subcontractor (s) at (i) Which are for use outside the United States; (ii) Which the Government determines are not mined, pro-any tier. duced, or manufactured in the Uniud States in sumcient and
- 10. DIstrTr3 reasonably available commercial quantities and of a satisfactory (a) Except as otherwise provided in this contract, any dispute quality; cone-rnmg a question of fact arising under this contract which (iii) As to which the Secretary 'etermines the domestic is not disposed of by agreement., hall be decided by ea Contract-preference to be inconsistent with the public interest; or 58 1!!;
3 sr ~ o <c 22 t.. ->e>
(iv) As to which the Secretary determines the cost to the interpretations of the Secretary 'of Labor which are now or may' Cnernment to be unreasonable. hereafter be in e:!ect. = (The foregoing requirements are administered in accordance with Executive Order No.105S2, dated December 17, 1954.)
- 18. EqurL OPr0RTUNITY (The following clauw is applicable unless th's contract is ex-
- 15. CONVICT LABOR empt under the rules, regulations, and relevant orders of the In connection with the performance of work under this contract.
Secretary of Labor (41 CFR,ch.60).) the Contractor arrees not to employ any person undcrgoing sen-During the performance of this contract, the Contractor agrees tence of imp;isonment at hard labor except as provided by Public as fo!!ows: Law 89-176, September 10,1965 (18 U.S.C. 4032(c)(2)) and (a) The Contractor will not discriminata against any employee Executive Order 11755, December 29,1973. or applicant for employment because of race, color, rdigion, sex, or national origin. The Contractor will take atfirmative action to IG. CONntAct WORK HOURS AND SArrry STANDARD 3 AcT-ensure that applicants are employed, and that employees are Oscan.vc CoMPENSAn0N treated during employment, without regard to their race, color, This contract, to the extent that it is of a character speciSed religion, sex, or national origin. Such action shall include, but not in the Contract Work Hours and Safety Standards Act (40 U.S.C. be limited to, the following: Employment, upgrading, demotion, 327-003), is subject to the following provisions and to all other or transfer; recruitment or recruitment advertising; layorY nr applicable provisione and exceptions of r,uch Act and the regula-ter nination; rates of pay or other forms of compensation; and tions of the Secretary of Labor thereunder. suction for training, including apprenticeship. The Contractor (a) Overtime requirements. No Contractor or subcontractor agrees to post in conspicuous places, available to employees and contracting for any part of the contra-t work which may requir' applicants for employment, notices to be provided by the Con-or involve the employment of laborers, mechanics, apprentim, tracting Odcer setting forth the provisions of this Equal Oppor-trainees, watchmen, and guards shall require or permit anF tunity clause. laborer, mechanic, apprentice, trainee, watchman, or guard in (b) The Contractor will,in all solicitations or advertisements any werkweek in which he is employed on such work to work in for employees placed by or on behalf of the Contractor, state excess of eight hours in any calendar day or in excess of forty that all qualiSed applicants will receive consideration for em-hours in such workweek on work subject to the provisions of the ployment without egard to race, color, religion, sex, or national Contract Work Hours and Safety Standards Act unless such origin. laborer, mechanic, apprentice, trainee, watchman, or guard re-(c) The Contractor will send to each labor union or representa-ceives compensation at a rate not less than one and one-half times tive of workers with which he has a collective bargaining agree-his basic rate of pay for all such hours worked in excess of eight ment or other contract or understading, a notice, to be provided hours in any calendar day or in excess of forty hours in such by the agency Contracting O$cer, advising the labor union er workweek, whichever is the greater number of overtime hours. workers' representative of the Contractor's commitments under (b) Violation; liability for unpaid wages; liquidated damages. this Equal Opportunity clause, and shall post copies of the notice In the event of any violation of the provisions of paragraph (a), in conspicuous places available to employees and applicants for the Contractor and any subcontractcr responsible therefor shall employment. be liable to any atfected employee for his unpaid wages. In addi-(d) The Contractor will comply with all provisions of Execu-tion, such Contractor and subcontra-tor shall be liable to the tive Order No.11246 of September 24, 1965, as amended by United States for liquidated damages. Such liquidated damages Executive Order No.11375 of October 13,1967, and of the rules, shall be computed with respect to each individual laborer, regulations, and relevant orders of the Secretary of Labor. mechanic, apprentice, trainee, watchman, or guard employed in (e) The Contractor will furnish all information and reports violation of the provisions of paragraph (a) in the sum of $10 required by Executive Order No.11?46 of September 24, 1965, for each calendar day on which such employee was required or as amended by Executive Order No.11375 of October 13, 1967, permitted to be employed on such work in excess of eight hours and by the rules, regulations, and orders of the Secretary of or in excess of his standard workweek of forty hours without pay-Labor, or pu snant thereto, and will permit access to his books, ment of the overtime wages required by paragraph (a). records, and acconuts by the contracting agency and the Secretary (c) Withholding for unpaid wages and liquidated damages. The of Labor for purposes of investigation to ascertain compliance Contracting OScer may withhold from the Gbvernment Prime with such rules, regulations, and orders. Contractor, from any moneys payable on account of work per-(f) In the event of the Contractor's noncompliance with the formed by the Contractor or subcontractor, such sums as may Equal Opportunity clause of this contract or with any of the administratively be determined to be necessary to satisfy any said rules, regulations. or orders, this contract may be canceled, liabilities of such Contractor or subcontractor for unpaid wages terminated. or suspended, in whole or in part, and the Contractor and liquidated damages as provided in the provisions of para-may be declared ineligible for further Government contracts in graph (b). accordance with procedures authorized in Executive Order No. (d) Subcontracts. The Contractor shall insert paragraphs (a) 11246 of September 24,1965, as amended by Executive Order No. through (d) of this clause in all subcontracts, and shall require 11375 of October 13, 1967, and such other sanctions may be im-their inclusion in all subcontracts of any tier. posed and remedies invoked as provided in Executive Order No. (e) Records. The Contractor shall maintain payroll records 11246 of September 24,1965, as amended by Executive Order No. containing the information specified in 29 CFR 516.2(a). Such 11375 of October 13,1967, or by rule, regulation, or order of the records shall be preserved for three years frem the completion Secretary of Labor, or as otherwise provided by law. of the contract. (g) The Contractor will include the provisions of paragraphs (a) through (g) in every subcontract or purchase order unless
- 17. WALsn-HEALEY PtrBuc CONTRACTS ACT exempted by rules, regulations, or orders of the Secretary of If this contract is for the manufacture or furnishing of Labor issued pursuant to section 204 of Executive Orcer No.
materials, supplies, articles, or equipment in an arnount which 11246 of September 24,1965, as amen < led by Executive Order No. exceeds or may excaed $10,000 and is otherwise subjact to the 11375 of October 13,1967, so that such provisions will be binding Walsh.Healey Public Contracts Act, as amended (41 U.S. Code unon each subcontractor or vendor. The Contractor will take such 0545), there are hereby incorporated by reference all represen-action with respect to any subcontract or purchase order as the tations and stipulations required by said Act and regulations contracting agency may direct as a means of enforcing such issued thereunder by the Secretary of Labor, such representa-provisions, including sanctions for noncompliance: Provided, tions and stipulations being subject to all applicable rulings and however, That in the event the Contractor becomes involved in, STANDARD FORM 32 (Rev. 4-75) 4 d<58 m
cr is threatened with, litigaticn with a subcentractor or sendor small business concerns; (2) other certified-eligible concerns with as a result of such directiep by the. contracting agency, the Con. a first preference; (3) certined-eligible concerns with a second tractor may request the United States to enter into such litigation preference which are also small business concerns; (4) other to protect tb interests of the United States. certifie 1-eligible concerns with a second preference; (5) per-si. tent or substantial labor surplus area concerns which are also
- 19. OrricIAta NOT To 13ENEr1T mail business cencerns; (G) otLer persistent or substantial labor No member of or delegate to Congress, or resident Commis' surplus area concerns; and (7) small business concerns which sioner, shall be admitted to any rhare or part of this contract, or are not labor surplus area concern 3.
to any benefit that may arise therefrom; but this provision shall not te construed to extend to this contract if made with a cerpo-M. UTILIZATION OF SIINonIrY BUSINES3 ENTEnraisEs ration for its genural benefit. (a) It is the policy of the Gosernment that minority buriness enterprises shall have the maximum practicable opportunity to
- 29. CotENANT AcA:Nsr CONTINGENT FEE 3 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 e!! orts 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 or understanding for a commission, p*rcentage, consistent with the edeient performance of this contract. As brokerage, or contingent fee, excepting bona fide employees or used in this contract, the term " minority business enterprise" bona fide established commercial or selling agencies maintained means a business, at least 50 percent of which is owned by by the Contractor for the purpose of securing basiness. For minority group members or, in case of publicly-owned businesses, breach er violation of this warranty the Government shall have at least 51 percent of the stock of which is owned by minority the rigat to annul this contract without liability or in its discre* group members. For the purposes of this definition, minority tion to deduct from the contract price or consideration, or cther-group members are Negroes. Spanish. speaking American persons, wise recover, the full amount of such commission, percentage, American-Orientals, American. Indians, Amerienn-Eskimos, and brokerage, or contingent fee. American Aleuts. Contractors may rely on written repreunta-
- 21. UTILIZATION OF SMALL Bt*SINESS CONCERNS tions by subcontractors regarding their status as minority busi-(a) It is the policy of the Government as de:lared by the Con-ness enterprises in lieu of an independent investigation.
gress that a fair proportien of the purchases and contracts fer
- 24. PItICING OF ADJt'sTMENTS supplies and services for the Government be placed with small When costs are a factor in an" determination of a contract business concerns.
price adjustment pursuant to the Changes clause or any other (b) The Contractor agrees to accomplish the maximum amount provision of this contract, such costs shall be in accordance with af mbcontracting to small business concerns that the Contractor the contract cost principles and procedures in Part 1-15 of the finds to be cons: stent with the emeient performance of this Federal Procurement Regulations (41 CFR 1-15) or Section XV contract. of the Armed Services Procurement Regulation, as applicable,
- 22. UTILIZATION OF LABOR SL*RPLL'S ha CONCDINS which are in effect on the date of this contract.
(a) It is the policy of the Governn.ent to a7 ard contracts to
- 25. PAntrNT or INTEREST oN CONTRACTORS' CLAIMS labor surplus area concerns that (1) have been certified by the (a) If an appeal is filed by the Contractor from a final decision Secretary of Labor (hereafter referred to as certified-eligible of the Contracting 05cer under the Disputes clause of this con-concerns with first or second preferences) regarding the employ-tract, denying a claim arising under the contract, simple interest ment of a proportionate number of disadvantaged individuals and on the amount of the claim finally determined owed by the Govern-have agreed * ) perform substantially (i) in er near sections of ment shall be payable to the Contractor. Such interest shall be at concentrated unemployment or underemployment or in persistent the rate determined by the Secretary of the Treasury pursuant to or substantial labor surplus areas or (ii) in other areas of the Public Law 92-41,85 Stat. 97, from the date the Contractor fur-United States, re=pectively, or (2) are noncertified concerns nishes to the Contracting O$cer his written appeal under the which have agreed to perform substantially in persistent or sub-Disputes clause of this contract, to the date of (1) a final judg-stantial labor surplus areas, where this can be done consistent ment by a court of competent jurisdiction, or (2) mailing to the with the e5cient performance of the contract and at prices no Contractor of a supplemental agreement for execution either con-higher than are obtainable elsewhere. The Contractor agrees to firming completed negotiations between the parties er carrying use his best efforts to place his subcontracts in accordance with out a decision of a board of contract appeals.
this policy. (b) Notwithstanding (a), above, (1) interest shall be applied (b) In complying with paragraph (a) of this clause and with only from the date payment was due, if such date is later than paragraph (b) of the clause of this contract entitled " Utilization the filing of appeal, and (2) interest shall not be paid for any of Small Business Concerns" the Contractor in placing his sub-period of time that the Contracting 05cer determines the Con-contracts shall observe the following order of preference: (1) tractor has unduly delayed in pursC.ng his remedies before a Certified-eligible concerns with a first preference which are also board of contract appeals or a court of competent jurisdict.on. 75U 1 F/ o t w e i. s. ccums si rmu nc c rrr t i,7s o. s,s-ov, 5 STANDARD FORM 32 (Rev. 4-75)
FPR CHANGES AND NRC ADDITIONS TO STANDARD FORM 32 (1-16.101(c)) CENER. PPCVISIONS (SUPPLY CONTRACT) (June 1976) ADDITIONS sNSIST OF ARTICLES THROUGH 26. ALTERATIONS The following alterations to the provisions of Standard Form 32, General Provisions, 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 tern "Cocsission" or "NRC" ceans the United States Nuclear Regulatory Co= mission or any duly authorized representative thereof, including the Contracting Officer ex~ cept 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 a. The contractor will not discrLainate against any employee or applicant for e=ployment because he or she is a disabled veteran or veteran of the Vietnam era in regard to any position for which the employee or applicant for e=ployment is qualified. The contractor agrees to take affirmative action to e= ploy, advance in e=ployment, and otheruise 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, decotion or transfer, recruitment, adver-tising, layof f or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. b. The contractor agrees that all suitable employment openings of th'e 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 occurring at an establishment of the contractor other than the one wherein the contract is being perforced but excluding those of independently operated corporate affiliates, shall be listed at an appropriate local of fice of the State e=ployment service system wherein the opening occurs. The contractor further agrees to provide such reports to such local office regarding employment openings and hires as may be required. State and local government agencies holding Federal contracts of $10,000 or core shall also list all their suitable openings with the appropriate office of the State e=ployment service, but are not required to provide those reports set forth in paragraphs (d) and (e). 258 146
~ Listing of employment openings with the employment service system pursuant to c. this clause shall be made at least concurrently with the use of any other recruitment source or ef fort and shall involve the normal obligations which attach to the placing of a bona fide job order, including tne acceptance of referrals of veterans and nonveterans. The listing of employment 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 employment. 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 of fice of that State employment ser Ne. Such reports shall indicate for each hiring location (1) the number of inc vi-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 tota'. number of disabled veterans hired. The 'corts should include covered veterans hired for on-the-job training under 38 U.C. '. 1787. The contractor shall submit a report within 30 days after the end of cach 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 uhich time these reports and related documentation shall be made available, upon request, for examination by any authorized represe,tatives of the contracting of ficer 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 listing 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 may 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 ccatractor proposes to fill from within his own organization or to fill pursuant to a customary and traditional employer-union hiring arrangement. 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. _/_ 258 147 z ,.,%~~
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 It employment of more than 3 days' duration, and part-time employment. include openings which the contractor proposes to fill from does not within his own organization or to fill pursuant to a customary and traditional e=ployer-union hiring arrangement nor openings in an educa-institution. tional institution which are restricted to students of that Under the most compelling 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 loc.1 office of the Federal / State national system of public employment of ficas 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 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 customary and traditional employer-union hiring arrangement" means employment openings which the contractor proposes to fill froh union halls, which is part of the custo=ary 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'a noncompliance with the requirements of this clause, actions for noncompliance say 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 of ficer. Such notice shall state the contractor's obligation under the law to take affirmative action to employ }}] ]f{ ..r-
and advance in employment qualified disabled veterans and veterans of the Vietnam era for employment. and the rights of applicants and employees. The contractor will notify each labor union or representative of workers with 1. which it has a collective bargaining agreement or other contract understanding the contractor is bound by terms of the Vietnam Era Veteran's Readjustment that Assistance Act and is committed to take af firmative Action to employ and advance in employment qualified disabled veterans and veterans of the Vietnam era. The contractor will include the provisions of this clause'in every subcontract m. 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 3 such action with respect to any subcontract or purchase order as the Director of the Office of Federal Contract Compliance Programs may direct to enforce such provisions, including action for noncompliance. 28. EMPLOYMENT OF THE HANDICAPPED (FPR Temp. Reg. 38) The contractor will not discriminate against any emp1;jee or applicant for a. employment because of physical or mental handicap in regard to any position for which the employee or applicant for employme.it is qualified. The contractor agrees to take af firmative action to c= ploy, 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 fores 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 th'is c. 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, d. The Contractor agrees to post in conspicuo us places, available to employees and applicants for employment, notices in a form to be prescribed by the Director, offi'.e of Federal Contract Compliance Programs, Department of Labor provided by or through the Contracting Officer. Such notices shall state the contractor's obligation under the law to take af firmative action to employ and advance in employment 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 c. 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 af firmative action to employ and advance in employment physically and mentally handicapped individuals. 258 149 =~ 9
The Contractor will include the provisions of this clause in every sub-t. contract or purchase order of $2,500 or = ore 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 Is the Director of the Of fice of Federal Contract Compliance Programs may direct to enfctcc 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 $100,0C0 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 008 of the Air Act and the Water Act, respectively, and all regulations and guidelines issued thereunder before the award of the tontract. (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 name 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 f acility in which the contract is being performed. (4) To insert the substance of the previsions 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). _ 258 150 .~ _ _...
(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 implementation plan as described in section 110(d).of the Clean Air Act (42 U.S.C.1857c-5(d)), an approved implementation procedure or plan under section lil(c) or section lil(d), respectively, of the Air Act (42 U.S.C.1857(c) or (d)), or an approved implementation procedure under section ll2(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, standard, or other requirement which is pro-issued to a mulgated pursuant to the Water Act or contained in a permit discharger by the Environmental Protection Agency or by a State under an approved program, aa au-horized by section 402 of the Water Act (33 U.S.C. 1342), or by local government to ensure compliance with pretreat-regulations as required by section 307 of the Water Act (33 U.S.C. ment 1317). (5) The term " compliance" means compliance with clean air or water standards. Compliance 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 cther floating craft, location, or site of operations owned, leased, or supervised by a contractor or subcontractor, to be utilized in the performance of a contract or subcontract. Where a location or site of operations contains or includes more than one building, plant, installation, or structure, the entire location or site shall be deemed to be a facility except where the Director, Of fice of Federal Activities, Environmental Protection Agency, determines that independent facilities are collocated in one geogr'aphical area. 30. FEDERAL, STATE, AND LOCAL TAXES (1-11.401-1(c)) the contract price (a) Except as may be otherwise provided in this contract, includes all applicable Federal, State, and local taxes and duties. y Federal excise tax or duty on the trans-(b) Nevertheless, with respect tt actions or property covered 1; chis contract, if a statute, court decision, written ruling, or regulation 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 property, the contract price shall be increased by the amount of such tax or duty or rate increase: Provided, that the Contractor if requested ~"~ 258 15; 1 c=-
for such by the Contracting Of ficer, warrants in writing that no amount increase was included in newly imposed Federal excise tax or duty or rate 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 oxcise tax or duty which would otherwise have been payable on such transaccions or property or which was the basis of an increase in the contract price, ma tue 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. No adjustment pursuant to paragraph (b) above will be made under this contract s c. 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 As to additional supplies or services procured by modification to contract. this contract, the term " contract date" means rne date of such modification. e. Unless there does not exist any reasonable b.=is to sustsin an exemption, the Gove rnment, upon request of the Contractor, wi:hout 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 may 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 tais contract, evidence appropriate to establish exemption from duties will be, furnished caly at the discretion of the Contracting Of ficer. f. The Contractor shall promptly notify the Contracting Officer of matters 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 Of ficer. 31. TERMINATION FOR CON'v'ENIENCE OF THE GOVERNMENT (1-8.701) The performance of work under this contract may be terminated by the Govern =ent a. in accordance with this clause in whole, or from time to time in part, whenever the Contracting Of ficer shall detcraine that such termination is in the best interest of the Government. Any such termination shall be ef fected by delivery to the Contractor of a Notice of Termination specifying the extent to which performance of work under the contract is terminated, and the date upon which such termination becomes effective. - 12 ~ 258 152
Af ter receipt of a Notice of Ternination, and except as otheraise directed by b. 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 Covernment, in the manner, at the times, and to the extent directed by the Contracting Of ficer, all of the right, title, and interest of the Contractor under the orders and subcontracts so terminated, in whici. case the Government shall have the right, in its discretion, to settle or pay anf 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 tcruination 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 purposes of this clause; (6) Transfer title to the Govern =ent and deliver in the manner, at the times, and to the extent, if any, directed by the Contracting Of ficer, (1) the fabricated or unf abricated parts, work in process, completed work, supplies, and other material produced as a part of, or acquirec
- n connection with the per formance of, the work terninated by the Notice Termination, and (ii) the completed or partially completed plans, drawings, information 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 manner, at the times, to the extent, and at the price or prices directed or authorized by the Contracting Officer, any property of the types referred to in (6) abovel Provided, horever, 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 price or prices approved by the Contracting Officer: And r svided further, That the proceeds of any such transfer or disposition shall be applied in reduction of any payments to be made by the Government 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 manner as the Contracting Of ficer may direct; (3) Complete performance of such part of the work as shall not have been terminated by the Notice of Termination; and o 2 5 8 I Lm ~
(9) Take such action as may be necessary, or as the Contracting Officer may for the prot?ction and preservation of the property related to
- direct, this contract which it in the possession of the Contractor and in which the Government has or t ay acquire an interest.
clearance period, as defined in At any time af ter expiration of the plant Subpart 1-8.1 of the Federal Procurement Regulations (41 CFR l-8.1), as the definition may be amended from time to time, the Contractor may to the Contracting Officer a list, certified as to quantity and submit quality, of any or all items of termination inventory not previously dis-posed of, exclusive of items the disposition of which has been directed the Government or authorized by the Contracting Officer, and may request to remove such items or enter into a storage agreement covering them. Not later than fif teen (15) days thereaf ter the Government will accept title to such items and remove them or enter into a storage agreement covering the same: Provided, That the list submitted shall be subject to verification by the Contracting Officer upon removal of the items or, if 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. After receipt of a Notice of Termination, the Contractor shall submit to the c. Contracting Officer his termination claim, in the form and with certification prescribed by the Contracting Officer. Such claim shall be submitted promptly but in no event later than one year from the ef fective date of termination, unless one or more extensions in writing are granted by the Contracting Officer upon request of the Contractor made in writing within such one-year period or authorized extension thereof. However, if the Contracting Officer determines that the facts justify such action, he may receive and act upon ar.y such termination claim at any time af ter such one-year period or any extension thereof. Upon failure of the Contractor to submit his termination claim within the time allowed, the Centracting Officer may, subject to any review required by the contracting agency's procedures in effect as of the date of execution of this aontract, determine, on the basis of information cvailable to him, the amount, if'any, due to the Cantractor by reason of the termination and shall thereupon pay to the Contractor the a=ount so determined. d. Subject to the provisions of paragraph (c), and subject to any raview 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: Provided, 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 ~ not terminated. The cor. tract shall be a= ended 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 258 154 = = -
be paid to the Contractor by reason of the termination of work pursuant to this clause, shall be deemed to limit, restrict, or otherwise determine or affect the amount or amounts which may be agreed upon to be paid to the Contractor pursuant to this paragraph (d). In the event of the failure of the Contractor and the Contracting Officer to e. agree as provided in paragraph (d) upon the whole amount to be paid to the to this clause, the Contractor by reason of the termination of work purauant Contracting Of ficer 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 amounts determined as follows: (1) For completed supplies accepted by the Government (or sold or acquired as provided in paragraph (b) (7) above) and not theretofore paid for, a sum equivalent to the aggregate price for such suppliec 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-- (i) The costs incurred in the perfor=ance of the work terminated, 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 paying claims arising out of the termination of work under subcontracts or orders, 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 ef fective date of the Notice of Termination, which amounts'shall be included,in the costs payable under (1) above); and (iii) A sum, as profit on (i), above, determined by the contracting of ficer pursuant to 5 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, hcuever, That if it appears that the contractor would have sustained a loss on the entire contract had it been completed, no profit shall be included or allowed under this subdivision (iii) and an appropriate adjustment shall be made reducing the amount of the settlement to reflect the indicated rate of loss; and (3) The reasonable costs of settlement, including accounting, legal, clerical, and other expenses reasonably necessary for the preparation of settlement claims and supporting data with respect to the terminated portion of the . ') r n 1 [. : L3O IJJ G l A
a contract and for the termination and settlement of subcontracts the reunder, together with reasonable storage, transportation, and other costs incurred in connection with the protection or disposition of property allocable to this contract. The total sum 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 payments otherwise made and as further reduced by the contract price of work not terminated. Except for normal spoilage, and except to shall have otherwise expressly assumed the extent that the Government the risk of loss, there shall be excluded from the amounts payable to the Contractor as provided in (e) (1-) and (2) (i) above, the fair value, as determined by the Contracting Of ficer, of property which is destroyed, lost, stoler, or damaged so as te become undeliverable to the Government, or to a buyer pursuant to paragraph (b) (7). f. Costs claimed, agreed to, or determined pursuant to paragraphs (c), (d), and (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 l-15) in ef fect on the date of this contract. The Contractor shall have the right to appeal, under the clause of this contract g. entitled " Disputes," from any determination made by the Contracting Officer under paragraph (c) or (c) above, except that, if the Contractor has failed to submit his claim within the time provided in parag'raph (c) above and has failed to request extension of such time, he shall have no such right of appeal. In any case where the Contracting Officer has made a determination 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 amount so determined by the Contracting Of ficer; or (2) if an appeal has been taken, the amount finally determined on such appeal. h. In arriving at the amcunt 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 Government. If the termination hereunder be partial, prior to the settlement of the termi-i. nated portion of this contract, the Contractor may file with the Contracting Officer a request in writing for an equitable adjustment of the price or prices specified in the contract relating to the continued portion of the (the portion not terminated by the Notice of Termination), and such contract equitable adjustment as may be agreed upon shall be made in such price or prices. 258 156 6- , ~. = -
j. The Government may from time 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 whenever in the opinion of the Contracting Of ficer the aggregate of such, payments shall be within the amount to which the Contractor will be entitled hereunder. If the total of such payments is in excess of such the acount finally agreed or determined to be due under this clause, excess shall be payable by the Contractor to the Government 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: Provided, hcuever, That no interest shall be charged with respect to any such excess payment attributable to a reduction in the Contractor's claim by reason of retention or other disposition of termination inventory until ten days after the date of such retention of disposition, or such later date as determined by the Contracting Of ficer by reason of _the circu= stances. k. Unless otherwise provided for in this contract, or by applicable statute, the Contractor, from the ef fective date of termination and for a period of three years after 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 Government, all his books, records, documents, and other evidence bearing on the costs and expenses of the Contractor under this contract and relating to the work termin,ated hereunder, or, to the extent approved by the Contracting Officer, photographs, microphotographs, or other authentic reproductions thereof. 32. MINORITY BUSINESS ENTERPRISES SUBCONTRACTING PROGRAM (1-1.1310.2(b)) The Contractor agrees to establish and conduct a program which will enable a. minority business enterprises (as defined in the clause entitled " Utilization of Minority Business Enterprises") 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 program. (2) Provide adequate and timely consideration of the potentialities of known minority business enterprises in all "make-or-buy" decisions. (3) Assure that known minority business enterprises will have an equitable opportunity to compete for subcontracts, particularly by arranging solicitations, time for the preparation of bids, quantities, specifica-tions, and delivery schedules so as to facilitate the participation of minority business enterprises. (4) Maintain records showing (1) procedures which have been adopted to comply with the policies set forth in this clause, including the establishment of a source list of minority tusiness enterprises, (ii) awards to minority business enterprises on the source list, and (iii) specific ef forts to identify and award contracts to minority business enterprises. ~ 258 15,7 r c.-
(5) Include the Utilization of Funority Business Enterprises clause in subcontracts which offer substantial minority business enterprises subcontracting opportunities. (6) Cooperate with the Contracting Of ficer in any studies and surveys of the Contractor's minority business enterprises procedures and practices that the Contracting Of ficer may from time to time conduct. (7) Submit periodic reports of subcontracting to known minority business enterprises with respect to the records referred to in subparagraph (4), above, in such form and canner and at such time (not more often than ~ quarterly) as the Contracting Of ficer may prescribe. b. The Contractor further agrees to insert, in any subcontract hereunder which may exceed $500,000, 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) Pub. L. 93-623 requires that all Federal agencies and Govern =ent contractors a. and subcontractors will use U.S. flag air carriers for international air transportation of personnel (and their personal ef fects) 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 from appropriate funds for international air transportation on 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 international air transportation of personnel (and their personal ef fects) or property to the 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 w111 include a certifica-tien on vouchers involving such transportation which is essentia,11y as follows: CERTIFICATION OF UNAVAILABILITY OF U.S. FLAG AIR CARRIERS I hereby certify that transportation service for personnel (and their personal effects) or property by certificated air carrier was unavailable for the following reasons: (state reasons) 34. NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (1-7.203-3) a. Whenever the Contractor has knowledge that any actual or potential labor dispute is delaying or threarcns to delay the timely performance of this 1 See Fcderal Procurement Regulations (41 CFR 1-1.323-3) or section 1-336.2 of the Armed Services Procurement Regulations, as applicable. 258 158 contract, the Contractor chall immediately give notice thereof, ine'uding 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 anf subcontract hereuader 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 immediately n,tify his next higher tier subcontractor, or the Prime Contractor, as the case may be, of all relevant information wa th respect to such disputes. 35. PERMITS (9-7.5006-48) Except as otherwise directed by the Contracting Of ficer, the contractor shall procure all 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 performed. 36. RENEGOTIATION (9-7.5004-20) If this contract is subject to the Renegotiation Act of 1951, as amended, the following provisions shall apply: a. This contract is subject to the Renegotiation Act of 1951 (50 U.S.t App. 1211, et. seq.), as amended, and to any subsequent act of Congr 'as providing for the renegotistion of contracts. Nothing contained in this clause shall impose any renegotiation obligation with respect to th:, contract or any subcontract hereunder which is not inrosed by an ac' of Congress heretofore or hereaf ter enacted. Subject to the foregoing this contract shall be deemed to contain all the provisions required by section ~ 104 of the Renegotiation Act of 1951, and by any such other act, without subsequent contract amendment specifically incorporating such provisions. b. The contractor agrees to insert the provisions of this clause, including this paragraph (b), in all subcontracts, as that term is defined in section 103 g of the Renegotiation Act of 1951, as amended. 37. PATENT INDEMNITY (9-9.5009(c)) The Contractor agrees to indemnify the Government, its officers, agents, servants, and ceployees against liability of any kind (including costs and expenses incurred) for the use of any invention or discovery and for the inf ringement of any Letters Patent (not including liability, arising pursuant to Section 183, Title 35, (1952) U.S. Code, prior to the issuance of Letters Patent) occurring in the performance of this contract or arising by reason of the use of disposal by or for the account of the Government of items manufactured or supplied under this contract. 258 159 . = -
38. REPORTING OF ROYALTIES (9-9.5011) If this contract is in an 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 in writing to the Commission (Patent Counsel, Office of the Executive Legal Director) during the perfor=ance of this contract and prior to its completion or final settlement the acount of any royalties or other payments paid or to be paid by it directly to others in connection with the perfor=ance of this contract together with the names and addresses of licensors to whom such paycents are cade and either the patent numbers 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 payments or royalties 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 pay =ents are made. 39. NOTICE REGARDING LATE DELIVERY (1-7.204-4) In the event the Contractor encounters difficulty in meeting performance requirements, or anticipates difficulty in co= plying with the contract delivery schedule or date, the Contractor shall i==ediately notify the Contracting Officer thereof in writing, giving pertinent details, including the date by which it expects to complete performance or =ake delivery: Provided, hoosper, 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. 258 160 1 . = -
40. STOP JORK 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 contt act 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 tpecifically identified as a Stop Work Order issued pursuant to this clause. Upon receipt 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 af ter 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-(i) cancel the stop work order, or (ii) terminate the work covered by such order as provided in the " Default" 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 adjustment 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 work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract, and (ii) the Contractor asserts a claim for such adjustment within thirty (30) days af ter 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 orior to final payment under this contract. (c) If a stop work order is not canceled and the work covered by such order is terminated for the convenience of the Government, the reasonable costs resulting from the stop work order shall be allowed in arriving at the termination settlement. (d) If a stop work order is not canceled and the work covered by ~ such order is terminated for default, the reasonable costs resulting from the stop work order shall be allowed by equitable adjustment or otherwise. 258 16: 21 c.,..--
41. PUBLICATION AND PUBLICITY Unless other. vise 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 information to the Project Officer prior to publication or dissemination for public use. If the article or other information is subsequently modified or altered in any manner, the Contractor shall promptly notify the Project Of ficer and furnish him/her a copy of the article or other information 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 resulting from work performed under this contract an acknowledgement substantially as follows: "The work upon v nich tais publication is based was performed pursum t to Contract (insert number) with the (insert name of constie.cnt agaa:;), U. S. Nuclear Regulatory Commission." Either Clause No. 42, entitled " Dissemination of Contract Information"' or Clause No. 41 is for application but not both. In the absence of a clear delineation, Clause No. 41 applies. 42. DISSEMINATION OF CONTRACT INFORMATION The Contractor shall not publish, permit to be published, or distribute for public consumption, anv information, oral or written, concerning the results of conclusions made pursuant to the performance of.this contract, without the prior written consent of the Contracting Officer. (Two copies of any material proposed to be published or distributed shall be submitted to the Contracting Officer.) Failure to comply with this clause shall be grounds for termination of this contract. 258 162 22 / e%
43. tj0RK 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 lor 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 organization may involve a possiole conflict of interest, the contractor shall obtain the written approval of the Contracting Officer prior to execution of such contractual arrangement. 23 m," m
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..t me open.eg %.e sa = s e 9, #.e d e,...c.e ... o r.d m. g 4 - 4,e at, a nd..,e s e...d p,.e, se on e.eed..ch e eg.e e, lea me e. efe.ence te e en 'eace 1C si c h ' th & Ah3 a*4a:es. ADON DstA fl] rey e, erat) B&E ilo. 41-20-25-902 Approp. Symboi 31X0200.409 $450,000.00 Il TN5 B(OCK APPUE5 ONLY TO mOct' AfiONS Os CONTRACis/ Crate 5 foi 7%. C he-g e O<a.......e4 e .e.w w The Chaagen set %ean m blodi 12 een cone *. me eacee a.-t. red co.**e,t eme m E T ~ m.e.- ~. e 4... m e,d e... ed <.4,e...,,. ee......,e.... .e. 3,.,,., e. s,,, e...,e... g..e. e.,, ee..e... e,,,e. e.o..e, we., i 2. e o s. 5.,,...e .e,...e e.... e.e.e4 ...e _....., o.- e.., e. e -ee e, me e e..e ..,e. e4.e... e, e.... e,m.., w e.. o ,2 Of 5;a PIGN C' Amt NOut NT ' maOJ4GT*ON A. The accounting and appropriation data set forth in Block 10 is revised. B. The contract number is changed from "ItRC-17-79-451" to "tiRC-10-79-659," as reflected in Block 8. ')6R 1(? ._.o,....e.. ,e ~.,e4 .....-e,ee..e,..._,~.- e., e... e, e....... e o C C '. t a C '5. Pa i n! D TO SGN '+h DOCUu!NT AND hf't,6% .._. C O*'f 5 TO '5 5'.N O O*8
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