ML19281A429

Contract for Payroll Requirements Analysis, Awarded to Small Business Administration

ML19281A429
Person / Time
Issue date:	03/01/1979
From:	Watson C NRC OFFICE OF ADMINISTRATION (ADM), OAO CORP., SMALL BUSINESS ADMINISTRATION
To:
Shared Package
ML19281A426	List: ML19281A424 ML19281A429
References
CON-FIN-B-5131, CON-NRC-09-79-388, CON-NRC-9-79-388 NUDOCS 7903130215
Download: ML19281A429 (65)

Text

PAGE I OF STA'b a; s,rcDM 26. JULY 1966 0AnD AWARD / CONTRACT

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3. CONTRALT ( P W. lett. //(sf. J NO

2. Eff tCTivt DATE

13. REQU:5iriON/PVRCHA5E REQUE5Ts PROJECT NO.

4-CERT;FitD FOR N ATION AL Dsf EN${ LNDE R SO$A "5

SB3-4 '0-8 (a)-79-C-336 MAR 01 197hRFPA No. CON-79-388 "L'o'"* ' "

A 3.155UEO BY CODE

6. ADANi$fERED BY (QDE

7. DEUVERT g 'A', 'f"'

Small Business Administration U.S Nuclear Regulatory Ccmnission Washington District Office Division of Contracts OrHim ts<,

1030 15th Street, N.W., Suite 250 0w>

Washington, DC 20417 Washington, DC 20555

9. o.sCouNT 0= P=O-Pr PArue~T

s. CoNinACron Coor j

raCiterr coor l NAME AND ADDRESS OAO Corporation IET - 30 DAYS 50/50 Powder Mill Road r su,,,.,,,,

<o a 's 5'a".

Beltsville, Maryland 20705 and ZIP sede)

10. SUBMIT INvotCES (4 copse t = =les s etharu sse

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_j w/one c>opy to d610WN W BLOCiCM prohtd TO ADoaES$ ivision or Contracts, Attn: Ice Medrow ii. SNie ro/MAaK roit cooz i l

i t. PAYMENT WILL BE MADE SY CODE U.S. Nuclear Regulatory Ccmnission U.S. Nuclear Regulatory Ccmnission Attn:

J. D. Lincoln, DA/ CON, L-316 Office of the Controller, Division of Accounting Washington, DC 20555 Washington, DC 20555

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0 'o u s C. 23o' tod i ADVERTISED. h NEGOTIATED, PURSUANT TO.

12. THIS PROCUBEwENT WA$

@ 4: u s.C. 232 (cx15 and 15 U.S.C. 637 (a)

14. ACCOUNTING AND A,PRQ,RIATION DATA Aporopriation Symbol B&R Noe Fin No.

M100NI' 31X0200e809 80-19-03 B5131

$37,125.00 13.

16.

17.

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20.

IT E M NO SUPPtf T S r 5E RvfCES OU ANTITY UNIT UNIT PRICE AMOUNT PAYROLL RB2UIRDIENI'S ANALYSIS IN ACCORDANCE WITH OAO CORPORATION'S PROPOSAL ON BEHALF OF SMALL BUSINESS ADMINISTRATION DATED NOVDIBER 27, 1978 AND AS CLARIFIED BY OAO CORPORATION'S IEITERS DATED JANUARY 8 AND ll, 1979, INCORPORATED HEREIN BY REFERENCE AND MADE A PARI' HEREOF, AtO AS FURTHER STATED HEREIN.

2i.

TOTAL AMcVNT Or CONTRACT 537,125.00 CONTRACTING OFilCER WILL CO.\\f PLETE BLOCK 22 OR 26 AS APPLICABLE 2 2. } CONTRACTOR s NEGOfiAfto AGattutHT (Cansr.s.-oor n requored to uge 1s.

Aw ARO ICentr.ucser n not required to uge o% Josament.)

Yowe oMer then desurerei.end reture b copers is inoont o@te-) Coa **odo* oge**6 ea SoInc.tehoa Nueber nacIwd'ag 'ke to f ora.sh and dehvet oil ite ms or per6 eras oil the ser'.ces se' forth or o'her='s*

odd tions or chaages mode by yow which oddehoas of chan ges o'e **' 'odh 'a 'w33 seeat. Aed above end on oar coat.awohon shee:S for 'he coas+dershoa s'o'*d here'a.

ooove.,e hereo, occoosed as to me dems listed above oad on any coahauchon shee's The hgaes one obi.geheaM too port es 'o th.s coa'roct shool be swbiect to one gov.

Th.s o-ord consommoses the comroct which ceasents of the f ollow.ag documents: lol erned by the following ds 'cismeres- (o) th.s award / coa *<oet. (b) the soi cdahon. ei eay, she Go,e,n,. eat s sobc. tot.on end yo*r odee, and (b) this o ord/comvect. No end ic) swcn prev.sions, re presea'e'.oas. core.f.cohoas, and noecicot.ons. os are tynn., ce,,,oc%ol documens es necessary.

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Contract No. SB3-4-0-8 (a)-79-C-336 Page 2 SPECIAL 8(a) SUBCONTRACT CONDITIONS Th3 Small Business Administration (SBA) has entered into Contract No. NRC- 09-79-388with the U.S. Nuclear Regulatory Commission (NRC) to furnish the supplies or services as described therein.

A copy of said contract is attached hereto and made a part hereot As used in this subcontract, the reference to "the Secretary or his duly authorized representative" in the " Disputes" clause of this subcontract (Article 12 of Standard Form 32, General Provisions) shall be deemed to mean, respectively, the Chairman,of the U.S. Nuclear Regulatory Commission or his duly authorized representative.

CAO Corporation, hereafter referred to as the subcontractor, agrees and acknowledges as follows:

a.

That he will, for and on the behalf of the SBA fulfill and perform all of the requirements of Contract No. NRC- 09-79-388 for the consideration stated therein and that he 'has read and is familiar with each and every part of said contract.

b.

That the SBA has delegated responsibility for the administration of this subcontract to the NRC with complete authority to take any action on behalf of the Government under.the terms and conditions of this subcontract.

c.

That he will not subcontract the performance on any of the requirements of this subcontract to any lower tier subcontractor without the prior written approval of the SBA and the designated Contracting Officer of the NRC.

Payments, including any progress payments, under this subcontract will be made directly to the subcontractor by the NRC.

4 em 6 e

ARD ?CftM 26.i JULY 1966 l

1. ^"

JTAN cew.L sEnv CEs Ao-~,sinanON AWARD / CONTRACT I

8 PE D.,20C..!G. i a i CF8) i-16 i0l

1. CCNitACT ( Fr.c. l.ss. Ida.t.1 NO.

2. EFFtCTivt DATE

3. REQuisinON/PURCHA5E REQUE57/ PROJECT NO.

4. CEariHED FOR N ATION AL DEFEN$E UNC(R SD$A REG. 2 AND/OR DM$ REG, j' NRC-09-79-388 MAR a1 1070 RFPA No. CON-79-388 eAnNo.

S ISSUED BY CODE

6. AC-NISTERED 57 coDEj

7. CEu',ter fif.th,r th.o. blak $)

909 Ct171 U.S. Nuclear Regulatory Cmmission

@ NAnON Division of Contracts Or En rs,,

Washington, DC 20555

' ' ' ~ >

e. ccNinAcToa coDEi Paciterr code l

9. o,sCOUNr rOn PeO-er rAvoENr NAME AND ADDRE5S PRIME: I~~

Small Business Administration

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Washington District Office NET - 30 DAYS

,7.,.',','l C/,.

1030 15th Street, N.W., Suite 250

"'d ZlP ade/

Washington, DC 20417 10 $USMil INvolCE5 (4 s.ps,s w,las s

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$yg_

qq (9 7gy sp,rifi,d/ TO ADDRES$ SHOWN IN $LCCll 1 CON'fRACILR:

50/50 Powder Mill Road

__j w/one copy to Division o f" I

Beltsville. Maryland 20705 Contracts. Attn: Im Medrow ii. shit to/ Manic roa code l

12. PAYMENT WILL BE MADE BY CODE U.S. Nuclear Regulatory Ccmnission U.S. Nuclear Regulatory Ccmnission Attn:

J. D. Lincoln, DA/ CON, L-316 Division of Accounting, Office of the Controller Washington, DC 20555 Washington, DC 20555 g

to U S.C. 2304 (.A 1

13 THl3 PROCUREutNT was A DVE f fl5ED. X NEGOflATED, PUR$UANT 70:

4i u s C. 252 m15 and 15 U.S.C. 537 (a)

14. ACCOUNiiNG AND APPROPRI ATION C ATA Aporopriation Synbol B&R No.

Fin No.

AMOU$f 31X0200.809 80-19-03 B5131 S37,125.00 13 i6 17 18.

19 20.

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$ UP. lie 5 / 5 E R v1CE 5 Q U A NTif Y UNIT UNif PR!CE AMOUNT TABLE OF CONTENTS THE FOLLC'. LING CHECKED SECTIONS ARE CONTAINED IN THE CONTRACT 6EC l IPAGEl SEC i 6PAGE I,JART I - GENERAL INSTRUCTIONS I l

X H

l Deilverles or Performance i 4 X

A l Cover Sneet 1

l X

I I

Inspection and Acceotance i 5 Contract Form and Representa-X J

l Soecial Provisions t 5 B

tions, Certifications, and Contract Administration Other Statements of Offeror X

K Data 8

C Instructions, Conditions, ano Notices to Offerors D l Evaluation and Award Factors X lL 5enerd I)rovisions i R iPART II - THE SCHEDULE

. PART III-LIST OF X

E ISuonlies/ Services and Prices 2

DOCUMENTS AND ATTACH-

~-

X F

Descriotions/ Specifications 2

PENTS Preservation / Packaging List of Documents and X

4 G

Packina X

M Attachments 8

2i.

rotAt AucuNr or coNTnAct s37,125.00 CONTR,lCTING OFFICER WILL CO.MPLETF BLOCK 22 OR 26 AS APPLICABLE 2 2. Q CONsa>CTOa's NEconATno AcaEEMENs (Co.ormone as r,p,r d c. us.

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a cart sicwo CARNELI. WATSON D 1 FEB 1979 CONTRACTING 0FFiCER MW JO MA'lTIA

'4AR 01 1970

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stANeho'rcaJ n, aty ins awswo a CONTINUATION SHEET ctm,nt sumu. a cm r.i. m

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m c, errset on cwecPRIME: Small Business Adannistration SUBCOtratCIOR: OAO Corporation liW M7

$UPPUES / SERVICES QUANTiiY UNIT UNIT P2fG AMOUNT PART II - THE SCHEDULE SECTION E - SUPPLIES / SERVICES AND PRICES 1

Contractor shall furnish the docu:rentation 1

lot $37,125.00

$37,125.00 for the Payroll Requirements Analysis as specified and in accordance with OAO Corporatiop's Proposal on behalf of Small Business Adnunistration dated Novanber 27, 1978 and as clarified by l

OAO Corporation's letters dated January 8 and 11, 1979, incorporated herein by reference and rade' a part hereof, and SECTION F.

SECTION F - DESCRIPTIONS / SPECIFICATIONS F.1 The Contractor shall provide the necessary personnel, facilities and services for a Payrol] Requiratents Analysis by reviewing the existing payroll uracy and cchpliance functional requirements documents for carpleteness, acc with current regulations.

The existing payroll functional requiremenbs which shali be reviewed are includx1 in the " Payroll Functional Requirement's Doc"Jment", dated April 197f, detail functional requirements statenents prepared by the Nuclear Ptsulatory Conmissic 1 (NPC) Division of Accounting and NRC Appendix 1101, Par-VII, Section B,

" Payroll Accounting", Current regulationsj are found in Volumes 1000 and 4000 of the (AEC) NRC Management Directives System, applicable chapters ff the FederalPersonnelManual,GeneralAccountihgOffice (GAU) regulations, Treasury Fiscal Requirements Manual and Title 5 of e U. S. Code.

detailrequirementspreviouslydevelopedbhtheNRCDivisionofAccolAllot unting personnel and the NPC Division of Automatic Data P eshing Support l (ADPS),

such as'the." Data Elements Document", shall be used by e Contractor in completing the requirements of the contrach.

l As a result of the analysis specified above, the Cor, tractor shall s applarent the payroll functional requiranents documents where theyarefoundincomplete, inaccurate or where necessary to incorporake existirtg regulations ahd to acbordance with the neet General Accounting Office (GAO) requirements ir t following:

F.1.1 TASK I The payroll functional requirements documents sha] 1 be supplemented where necessary to incorporate existing regula' ions and to $1ect GAO reghirements t

for a " Payroll Accounting Systen Design Document". The " Payroll hecounting Systen Design Document" shall meet the requirarent.s o E the GTO "Rhview Guide for Federal Agency Payroll Systems Designs" dated January 1976, and Title 2 of the GAO Manual.

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4 Contract No. hTC-09-79-388 Page 3 SECTION F - DESCRIPTIONS / SPECIFICATIONS (Continued)

F.l.2 TASK II Evaluate the " Payroll Accounting System Design DocL u t" against the GTO " Review Guide for Federal Agency Payroll Systems Design" dated January 1976, and e mplete the applicable review guide and checklist for NRC subnission to GTO.

F.1.3 TASK III Review and evaluate the NRC ADP Payroll Design Docment, which will be furnished the Contractor upon award of the contract, against the NRC " Payroll Accounting Systen Design Document" and the GTO " Review Guide for Federal Agency Accounting System Design: ADP Applications", dated May 1978, and cmplete the applicable checklist for NRC subnission to GAO.

F.1.4 TASK IV on the basis of the Contractor's review and evaluation required in TASK III, Subsection F.1.3, recontnend changes and additions to the hTC ADP Payroll Design Document where necessary in order to meet the requirerents of the NRC " Payroll Accounting System Design DocL u t" and the GAO " Review Guide for Federal Agency Accounting System Designs: ADP Applications".

F.1.5 TASK V Contractor shall conduct group status neetings at NRC no less frequently than every two (2) weeks at times and dates to be mutually agreed upon by the Contractor and the hTC.

F.2 DOCU4ENTATION Documentation resulting from TASKS I through IV, Subsections F.1.1 through F.1.5, shall be provided in a loose leaf binder in draft form with the final approved docunent included as separate appendices in the overall final document generated as a result of the contract.

The final document shall include the following:

A.

" Payroll Accounting System Design Document" (TASK I)

B.

GAO Checklist included in the GAO " Review Guide for Federal Agency Payroll Systems Design" dated January 1976 (TASK II)

C.

GTO Checklist included in the GAO " Review Guide for Federal Agency Accounting System Design: ADP Applications" dated buy 1978 (TASK III)

D.

Evaluation of NRC ADP Payroll Design Dov e t against the hTC " Payroll Accounting Systen Design Docunent" and the GAO " Review Guide for Federal Agency Accounting Systans Designs: ADP Applications" with Reconinended Changes to the NRC ADP Payroll Design Document (TASK IV)

A i

Contract No. NIC-09-79-388 Page 4 SECTION F - DESCRIPTIONS / SPECIFICATIONS (Continued)

F.2 DOCIEENTATION (Continued)

Documentation resulting frm TASK V, Subsection F.1.5, shall be provided in the form of Fomal Meeting Minutes.

SECTION G - PRESERVATION /PICKAGI?G/PICKI!G G.1 Material to be delivered under this contract shall be packed for shipnent in such a manner that will insure acceptance by ccrmen carrier and safe delivery at destination. Containers and closures shall ccuply with the regulations of the carrier as applicable to the node of transportation.

SECTION H - DELIVERIES OR PERFOR%NCE H.1 PERIOD OF PERFORMANCE The period of perfortrance under this contract shall be frcm the effective date of the contract and continue for ten (10) weeks thereafter.

H.2 TIME OF DELIVERY Item 1 shall be furnished in accordance with the following:

Recort/ Document Title Number of Copics Time of Delivery 1.

" Payroll Accounting System Design 3

Within six (6) weeks Document" after effective date of contract 2.

GAO Checklist for Federal Agency 3

Within eight (8) weeks Payroll Systems Design after effective date of contract 3.

GAO Checklist for Federal Agency 3

Within eight (8) wreks Accounting System Design: ADP after effective date Applications of contract 4.

Recommcnded Changes to the NRC 3

Within ten (10) kv9a ADP Payroll Design Document after effective date based upon the evaluation of of contract the NRC ADP Payroll Design Docuannt against the NRC " Payroll Accounting System Design Document" and the GAO

" Review Guide for Federal Agency Accounting System Design: ADP Applications"

A Contract No. NRC-09-79-388 Page 5 SECTION II - DELIVERIES OR PERFORMANCE II. 2 TIME OF DELIVERY (Continued) ~

Report / Document Title Number of Copies Time of Deliverv 5.

Final Document 3

Withm ten (10) weeks after effective date of contract 6.

Meeting Minutes 3

As soon as practicable aftor each status meeting H.3 PIICE OF DEL 1VERY The articles to be furnished hereunder shall be delivered all transportation charges paid by the Contractor to:

U.S. Nuclear Regulatory Comission Attn: Mr. James D. Iincoln, DA/ CON Washington, DC 20555 SECTION I - INSPECTION AND ACCEPTANCE I.1 Inspection and acceptance of the supplies and services to be furnished hereunder shall be made in strict accordance with the specifications set forth in SECTION F at destination by the Contracting Officer or his Authorized Representative.

SECTION J - SPECIAL PROVISIONS J.1 PROPRIETARY INFORMATION In connection with the performnce of wrk under this contract, the Camission may furnish for the contractor's review and evaluation or other use, certain trade secrets or confidential or privileged cctmurcial or financial information.

The Contractor shall hold such information in confidence and except as may be necessary under the ten.:s of this contract, the Contractor will not directly, i directly, or otherwise, use, disclose, duplicate or dissenunate the infonnation in whole or in part to any other person or organization. The Contractor will return this information to the Camission at the conclusion of the Contractor's use.

The Contractor shall also be responsible for safeguarding fran unauthorized disclosure any information or other documents and material exmpt frcm public disclosure by Cmmission's Regulations and made available to the Contractor in connection with the performnce of work under this contract.

The Contractor agrees to conform to all regulations, requirements, and directions of the cmmission with respect to all such material noted above.

.e Contract Ib. NFC-09-79-388 Page 6 SECTION J - SPECIAL PROVISIONS J.2 GOVEICHE!TT-FURNISHED IhTORTdION OR PROPERIY Upon award of the contract, the NRC will furnish the documents set forth below:

Payroll Function Requirments Document, dated April 1977 NRC Appendix 1101, Parc VII, Section B, Payroll Accounting ADC/hTC Management Directives System Volines 1000 and 4000 Federal Personnel Manual General Accounting Office Regulations Treasury Fiscal Requirements Manual Title 5 of the U.S. Code Data Elements Document Title 2 of the GAO Manual Review Guide for Federal Agency Payroll System Design, dated January 1976 Detail Functional Requirements Statements Prepared by NPC Review Guide for Federal Agency Accounting System Design: ADP Applications, dated May 1978 ADP Eayroll Design Docu: rent The above cited Goverrrent-furnished material is provided for such infonration and assistance as it may provide the Contractor with regard to the general scope of work to be performed. Only the matter which is referred to above will be furnished the Contractor. The above cited Government-furnished material shall be returned to the Nuclear Regulatory Comnission after completion of the contract in accordance with SILTION F.

Contract No. NPC-09-79-388 Page 7 SECTION J - SPECIAL PROVISIONS (Continued)

J.3 PRIVATE USE AND PTMDCTICN OF UtCiASSIFIED GOVEF22M INF0F*% TION A.

Except as specifically authorized by this contract, or as otherwise approved by the Contracting Officer, records or other inferration, documents and material furnished by the Comission to the Contractor in the performance of this contract, or inforration developed by the Contracter in the course of the wrk hereunder, shall be used only in connection with the work performed under this contract.

The Contractor shall, upon w eletion or termination of this contract, transmit to the Comission all records or other information, doc =cnts and raterial, and any copies thereof, furnished by the Camission to the Contractor or developed by the Contractor in the perforrance of this contract.

B.

The Contractor shall be responsible for safeguarding frcm unauthorized disclosure any inforration or other documents and material exempt from public disclosure by the Ccnmission's regulations and made available to the Contractor in connection with the perfomance of work under this contract. The Contractor agrees to conform to all regulations, requirements, and directions of the Conmission with respect to such raterial.

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 recuirements of the Ccamission pertaining to classified inforration and raterial.

e Contract Ib. IEC-09-79-388 Page 8 SIXXION K - COtEReTr ADt4INISTPATION DATA K.1 AUTHORIZED HrMe.5HTfATIVE The Contracting Officer may designate an Authorized Representative for the purpose of assuring that the services required under this contract are ordered and delivered in accordance therer.dth. Such representative as may be appointed will be specifically designated in writing to the Contractor from the Contracting Officer, including the extent of such designee's authority.

SUION L - GENEPAL PROVISIOtG L.1 This contract is subject to the Fixed Price Pesearch and Develo; rent Contract General Provisions, Revision Date February 15, 1978, attached hereto as Attaclrent 1 and made a part hereof by this refereree, and as modified as follows:

L.l.1 Clause 31 entitled " Price Reduction for Defective Cost or Pricing Data" is deleted in its entirety. -

L.1.2 Clause 32 entitled " Price Reduction for Defective Cost or Pricing Data -

Price Admustnents" is deleted in its entirety.

L.l.3 Clause 33 entitled " Subcontractor Cost and Pricing Data? is deleted in its enti.rety.

L.l.4 Clause 36 entitled " Administration of Cost Accounting Standards" is deleted in its entirety.

L.l.5 Clause 37 entitled " Preference for U.S. Flag Air Carriers" is deleted in its entirety.

L.l.6 Clause 45 entitled " Safety, Health, and Fire Protection" is deleted in its entirety.

L.l.7 Clause 46 entitled " Security" is deleted in its entirety.

L.l.8 The Clause ent.itled "Special 8(a) Contract Conditions" is added as Clause 54.

PART III - LIST OF DOCLRETES AND ATTACIDEES SECTION M - LIST OF DOCl}EES AND ATTICBDES M.1 This contract contains the follotdng attachnents:

M.l.1 Fixed Price Research and Develognent Contract General Provisions, Revision Date February 15, 1978, and modifications thereto, Attachment 1.

r Revision Date 2/15/78 Consisting of Pages I thru 52 APPENDIX "A" GENERAL PROVISIONS FIXED PRICE RESEARCH AND DEVELOPMENT CONTRACT TABLE OF CONTENTS Article Title Page 1

1.

Definitions....................................................

1 2.

Changes........................................................

2 3.

Payments.............e.........................................

2 4.

Standards of Work..............................................

2 5.

Inspection.....................................................

3 6.

Assignment.....................................................

3 7.

Examination of Records By Comptroller General..................

4 8.

Federal, State and Local Taxes-................................

5 9.

Utilization of Small Business '. :acerns,........................

5 10.

Default........................................................

7 11.

Termination for Convenience of the Government..................

Il 12.

Disputes.......................................................

12 13.

Buy American Act...............................................

13 14.

Convict Labor..................................................

15.

Contract Work Hours and Safety Standards Act - Overtime Compensation................................................".

13 14 16.

Equal Opportunity..............................................

15 17.

Officials Not to Benefit.......................................

15 18.

Covenant Against Contingent Fees...............................

19.

Notice and Assistance Regarding Patent and Copyright 16 Infringement.................................................

16 20.

Patents........................................................

93 21.

Utilization of Concerns in Labor Surplus Areas.................

24 22.

Pricing of Adjustments.........................................

23.

Listing of Employment 0penings.................................

, 24 27 24.

Utilization of Minority Business Enterprises...................

28 25.

Payment of Interest on Contractor's C1 aims.....................

28 26.

Employment of the Handicapped..................................

29 27.

Clean Air and Water............................................

30 28.

Government Property............................................

33 29.

Notice to the Government of Labor Disputes.....................

33 30.

Subcontracts............................

35 31.

Price Reduction For Defective Cost or Pricing Data.............

32.

Price Reduction For Defective Cost or Pricing Data --

36 P r i c e Adj u s t m e n t s............................................

37 33.

Subcontractor Cost and Pricing Data............................

38 34.

Audit and Records..............................................

39 35.

Cost Accounting Standards......................................

42 36.

Administration of Cost Accounting Standards....................

.o TABLE OF CONTE!iTS (Continued)

Article Title Page 37.

Preference For U.S. Flag Air Carriers..........................

43 44 38.

Notice Regarding Late Delivery.................................

44 39.

Key Personne1..................................................

44 40.

Federal, State and Local Taxes.................................

45 41.

Copyright......................................................

46 42.

Copyright Indemnification of Government........................

46 43.

Patent Indemnity...............................................

46 44.

Permits........................................................

46 45.

Safety, Health and Fire Protection.............................

47 46.

Security.......................................................

48 47.

Private Use of Contract Information and Data...................

48 48.

D rawings, D esigns, Specific ations..............................

49 49.

Authorized Representative......................................

50 50.

Stop Work 0rder................................................

51.

Pu bl i ca t i o n a n d P u bl i c i ty......................................

51 52.

Dissemination of Contract Information..........................

51 52 53.

Wo r k fo r 0 t h e rs................................................

11

a U.S. NUCLEAR REGULATORY ColttiSSIJN APPENDIX "A" CENERAL PROVISIONS FOR FIXED PRICE RESEARCH AND DEVELOP!!ENT CONTRACT 1.

DEFINITIONS (1-7.102-1 and 9-7.5005-4)

As used throughout this contract, the following terms snall have the meaning set forth below:

(a) The term " head of the agency" or " Secretary" as used herein means the Secretary, the Under Secretary, any Assistant Secretary, or any other head or assistant head of the executive or military department or other Federal agency; and the term "his duly authorized representative" means any person or persons or board (other than the Contracting Officer) authorized to act for the head of the agency or the secretary.

(b) The term " Commission" means the United States. Nuclear Regulatory Commission or any duly authorized representative thereof. Including the Con-t acting Officer except for the purpose of deciding an appeal under the article entitled " Disputes."

(c) The tern " Contracting Of ficer" means the person executing this con-tract on behalf of the Government, and any other officer or civilian employee who is a properly designated Contracting Officer; and the term includes, except as otherwise provided in this contract, the aut horized representative of a Contracting Of ficer act ing withia the limits of his quthority.

(d) Except as otherwise provided in this contract, the term "suhrontracts" includes purchase orders under this contre.ct.

2.

CliANGES (1-7. 304-1)

The Contracting Officer may at any t ime, by a written order, and without notice to the sureties, if any, make changes, within the general scope of this contract, in any one or more of the following:

(i) drawings, designs, or specifications: (11) r,c tbod o f shipment or packing; and (ill) place of Inspection, delivery, or acceptance.

If any such change causes an increase or decrease in t he cost of, or the time requited for perfornance of, this contract, or otherwise af fec t s any other provisions of t his cont ract, whether changed or not changed by any such order, an equi:_ahle adj ust nent shall be made (i) in the contract price or t ime of perfornance, or both, and (11) in such other provisions of the contract as may be so affected, and the contract shall be modified in writing accordingly.

Any claim by the Contractor for adjustment under this clause must be asserted within thirty (30) days from the date of receipt by the Contractor of the notification of change; Provided,

8 a

e houever, That the Contracting Officer, if he decidea that the facts just i f y such action, may receive and act upon any such clain asserted at any tinc prior to final payment under this contract.

Failure to agree to any adjust-ment shall be a dispute concerning a question of fart within the meaning of the clause of this contract entitled " Disputes".

However, nothing in this clause shall excuse the Contractor from proceedir.g with the cont ract as changed.

3.

PAYMENTS (1-7.302-2)

The Contractor shall be paid, upon submission of proper invoices or vouchers, the prices st(pulated herein for work delivered or rendered and accepted, less deductions, if any, as herein proeided.

Unless otherwise specified, payment wilI be made upon acceptance of any port Ion of the work delivered or rendered for which a price is separately stat ed in the contract.

4.

STANDARD'; 0F WORK (1-7.302-3)

The Contractor agrees that the performance of work and services pursuant to the requirements of th!', contract shall cenform to high professional standards.

5.

INSPECTION (1-7.102-4)

(a) All work under t his contract shall he subject to inspection and test by the Government, to the extent practicable, at a ll time. (including the period of performance) and places, and in any event prior to acceptance may inspect the prentser, The Government through any authorized representartve of the Contractor or any subcontractor engaged in the per t ornance of t his contract.

(h) The Gove 'rne n t may reject any work that i:, def ect ive or otherwise not in conformity with t he requirements of this contract.

If the Contractor fails or is unahic to correct or to replace such work, the Cont ract ing Of ficer may accept such work at a reduction in price which is equitable under the circumstences. Failure to agree on the reduction in price shall be a dispute concerning a question of f act within the meanint; of the clause of thi, contract entitled " Disputes."

the premises (c)

If any luspect ton or test is made by the Goverrment on of t he Contractor or a subcont ractor, the cont ract or shall provide, without additional charge, all reasonable facilities and awistance fo r the safety and canvenience of the Government inqpectors in the performance of their duties.

If the Government inspection or iest is made at a point other than it sh,ll be at the expense the premises of t he Cent ract or or subcontractor, of the Government.

All inspections and tests by the Covernment shall he performed in such a manner as not unduly to delav the work.

Final Inspection prompt ly as practis able and acceptance or rejection of the work shall be mide as after delivery except as otherwise provided in this contract; but failure to inspect and accept, or reject the work shall. neither relieve the Contractor a

e from responsibility for such of the work as is not in accordance with the contract reqairements nor impose liability on the Government therefor.

(d) The inspection and test by the Government of any work shall not relieve the Contractor from any responsibility regarding defects or other failures to meet the contract requirements which may be discovered prior to acceptance.

Except as otherwise provided in this contract, acceptance shall be conclusive except as regards Intent defects, fraud, or such gross mistakes as amount to fraud.

inspection system (e) The Contract or shall provide and maintain an Records of all acceptable to the Government covering the work hereunder.

inspection work by the, Contractor shall be kept complete and available to the Government during the performance of this contract and for such longer period as may be specified c hewhere in this contract.

i 6.

ASSIG!a!E!1T (9-7.5006-46) tielther this contract nor an interest therein nor claim thereunder shalI expressly authorized be assigned or transferred by the contractor except as in writing by the Contracting Officer.

7.

EXAMI!JATIO!10F RECORDS BY C0!!PTR011ER GEf!ERAh (1-7.103-1 and 9-7. 5004-10)

(a) This clause is applicable If the amount of this contract exceeds

$10,000 and was ent ered into by means of negot iat ion, iniluding small business restricted advertising, but is not applicable if this contract was entered into by means of formal advertising.

(b) The cont r act or agrees that the Countroller General of t he lini t ed States or any of his duiy authorized representatives shall, until the expira-tlen of 3 years after final payment under tbl* cont rart unle - the CommitsIon authorizes their prior disposit ion, have access to and the right to examine any directly pertinent books, documents, papers, and records of the contractor involving transactions related to this contract.

(c) The contractor further agrees to include in al' his subcontracts hereunder a provision to the effect that the subcont ract, r agrr es that the Comptroller General of the t'nt ted States or any of his duly aut hor tred repre-sentatives shall, unt il the expiration of 3 years af t er f inal payment under the subcontract unters the Cormission authorizes t hei r pi lor disposition, have accesci to an i the right to examine anv direct ly pert inent books, docu-ments, papers, and records of such subcontractor, involving transactions related to the subcontract. The term "subcont ract " as uned in this clause excludes (1) purchase ordors not exceeding $10,000 and (2) rubcontracts or purchase ordern for public utility services at rates established for uniform applicability to the general publIc.

(d) The periods of access and exaninat ion deser ibed in (b) and (c),

above, for records which reinte to (1) appeals under the " Disputes" clause of this contract, (2) litigation or the settlement of clains arising out of t he perfornance of this contract, or (3) costs and expenses of this contract as to which exception has been taken by the Comptroller General or any of his duly authorized representatives, shall continue until such appeals, litigation, claims, or exceptions have been disposed of.

(c) Nothing in this contract shall be deemed to preclude an audit by the General Account ing Of fice of any t ransaction under this contract.

8.

FEDERAI., STATE AND 1.OCAi. TAXES (1-11.401-1(c))

(a)

Except as may be otherwise provided in this contract, the centract price !ncludes all applicable Federal, State, and local taxes and duties.

(b) Nevertheless, with respect to any Federal excise tax or duty on the transactions or property covered by this contract, i f a st atute, court decision, written ruling, or regulation takes effect after the contract date, and-(1) Results in the Contractor being required to pay or hear the burden of any such Federal excise tax or duty or increase in the rate thereof whi-h would not otherwise have been payable on such transactions or property, the contract price shall be increased by the amount of such t ax or dut y or rate increase:

provided, That the Contractor if requested by the contracting officer, warrants in writing that no arount for such newly imposed Federal excise tax or duty or rate increase was included in the cent ract price ar a contingency reserve or otherwise; or (2) Results in the Contractor not being required to pay or boar the burden of, or in his obtaining a refund or drawback ef, any such Federal excise tax or dut y which would otherwise have been payable on such trans-act lons or propert y or which was the basis of an increane in the contract price, the contract price shall be decreased by the amount of reifef, refoud.

or drawback, or that anoont shall be paid to Government, s dir ret ed by the Contracting afficer.

The contract price shall be cimilarly decreared if t he Cont ractor, throuch his fault or negligence er his failuro to tollow instruc-tions of the Contracting Officer, is requir to pay or hear t he hn -den of,

or does not obtain a refund or drawback of, any such Federal excise tax or duty.

(c)

No adjustment pursuant to paragraph (b) above will he made under this contract unless the aggregate amount thorcot is or riay reasonably be expected to be over $100 (d) As osed in paranraph (h) atave, ihe tern "cout rart di'"" meane the negot i it ed cont rarI, the dat e date set for t ne hid opening, or if this is a of this contract. As to additional supplies or services procured by nod] fica-tion to this contract, the term " contract date" means the date of such modification.

(e) Unless there does not ex!rt any reasonable harts to sustain an exemption, the Government, upon request of the Contract or, wi thout further

-4

liability, agrees, except as otherwise provided in this contract, to furnish evidence appropriate to establish exemption from any tax which the Contractor warruats in writing was excluded f rom the contract price.

In addition, the Contracting Of ficer may furnish evidence to est ablish exemption fron any tax that may, pursuant to this clause, give rise to either an increase or decrcaue in the contract price.

Except as otherwise provided in this contract, evidence the appropriate to establish exemption from duties will be furnished only at discretion of the Contracting officer.

(f) The Contractor shall promptly notify the contracting Officer ni matters which will result in either an increaso or decrease in the contract price, and shall take action with respect thereto as directed by the Contracting Officer.

9.

UTILIZATION OF SMALL BUSINESS CONCERNS (1-1.710-3(a))

(Applicable to contracts exceeding $10,000)

(a)

It is the policy of the Government as declared by the Congress that a fair proportion of the purchases and contracts for supplies and services for the Government be placed with small business concerns.

(b) The contractor agrees to accomplish the maximum amount of quhcon-tracting to smalI husiness concerns that the contractor finds to he consistent with the efficient performance of this contract.

10.

DEFAULT (1-8.710)

(a) The Comnicsfon nay, nubject to the provisions of paragraph (c) of this clause by written notice of default to the Cont ractor, t e rm i na t.e the whole or any part of this contract in any one of the following circumstances:

(1)

If the Contract r falls to perform the work called for by this contract within the tine (s) specified herein or any ext ensicn thereof: or (2)

If the Contractor fails to perform any of the ot her provision of this contract, or so fails to prosecute the work as to endanger performance of this contract in accordance with its terms, and in either of t hese two such failure within a period of 10 days (or such circumstances does not cure longer period as the contract ing Of ficer may authorize in writ ing) af ter receipt of notice f rom the Contracting Of ficer specifying such f ailure.

(h)

In the event the Commission terminat es this contract in whole or in part as provided in paragraph (a) of this clause, the Comission may procure, upon such terms and in such raanner as the Contracting Officer may deem oppropriate, work similar to the work so t erminated and the Contractor shall be liable to the Commission for any excess costs sich similar work:

Provided, That the Contractor shall continue r5

-fonnance o f t his contrac t

-v this clause.

to the extent not terminat ed under the pro-

_. 5 _.

(c)

Except with respect to defaults of subcontractors, the Contractor shall not be liabic for any excess costs if the failure to perform the contract arises cu* of causes beyond the control and without the fault or negligence of the Jontractor. Such causes may include, but are not restrict ed to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case the failure to perform must he beyond the control and without the fault or negligence of the Contractor.

If the failure to perform is caused by the default of a subcontractor, and if such default arises out of causes beyond the control of both the Contractor and subcontract or, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Contracter to meet the required delivery schedule or other performance requirements.

(d)

If this contract is terminated as provided in paragraph (a) of this clause, the Coranission, in addition to any other rights provided in this clause, may require the Contractor to transfer title and deliver to the Government, in the manner and to the extent directed by the Contracting Officer, any of the completed or partially completed work not theretofore delivered to, and accepted by, the Cemmission and any other preperty, including contract rights, specifically produced or specifically acquired for the performance of such part of this contract as has been terminated; and the Contractor shall, upon the direction of the Contracting Officer, protect and preserve property in the possession of the Contractor in which the Commission has an interest.

The Commission shall pay to the Contractor the contract price, if separately stated, for completed work accepted by the Cornission and the amount agreed upon by the Contractor and the contracting ofricer for (1) comple'ted work for which no separate price is stated, (2) partially completed work, (3) otner property described above which is accepted by the Commission, and (4) the protection and preservation of propert y, Failure to agree shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled " Disputes."

The Commission may withhold from amounts otherwise due the Contractor for such completed supplies or to be manuf acturing materials such sum as the Contracting Of f icer determines necessary to protect the Government against loss because of outstanding liens or claims of former lien holders.

(c) If, af ter notice of termination of this contract under the provisions of this clause, it is determined for any reacon that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this clause, the rights and obligattous of the parties shall, if the contract contains a clause providing for termination for convenience of the Government, be the same as if the notice of terminatn had been issued pursuant to such clause.

If, af:er notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor war, not in default under the provisions of this clause, and if this contract does not contain a clause providing for termination for convenience of the Covernment, the contract shall be equitably adjusted to compensate for such termination and the contract modifled accordingly; f ailure to agree to any such adjustment shall be a dispute concerning a questior_ of fact within the meaning of the clause of this contract entitled

" Disputes."

(f) The right and remedies of the Commission provided in this clause shall not be exclusive and are in addition to any other rights and renedies provided by law or under this contract.

(g) As used in paragraph (c) of this clause, the terms " subcontractor" and " subcontractors" mean subcontractor (s) at any tler.

I 11.

TERMINATION FOR CONVENIENCE OF TIIE GOVERfaiENT (1-8.701)

(a) The perfornance of work under this contract may he terminated hv the Government in accordance with this clause in whole, or frem tirle to time that such termination in part, whenever the Contracting Officer shall determine is in the best interest of the Government.

Any such terminat ion shall be effected by delfvery to the Contractor of a Notice of Terr.ination specifyiny, the ext?nt to which perfornance of work under the centract is terminated, and the date up,n which such termination becomes effective, (b) After receipt of a Notice of Termination, and except as otherwise directed by the Contracting Officer, the Contractor shall-(1) Stop work under the contract on the date and to the extent specified in the Notice of Termination; (2) Place no further orders or subcontracts for meterials, services, or f acilities except as may be necessary for completion of such nort ion of the work under the contract as is not terminated; (3) Terminate all orders and nuhcontracts to tho extent that they relate to the performance of work terminated by the Notice of Termination:

(4)

Assign to the Government, in the manner, at the times, and to the extent direct ed by t he Contract Ing Of f Iccr, alI of t be r i r,h t, titie, and interest of the Cont ractor under the orders and subcontracts no terminated, in which case the Government shall have the right, in it< discretion, to settle or pay any or all claims arising out of the termination of such order

• and subcontracts; (5)

Settle all outstanding liabilities and all claims arising out of such *ermination of orders and subcont racts, vith the approval or r at ifica-tion 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 Government and deliver in the manner, at the times, and to the extent, if any, directed by the Contracting Officer, (1) the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced as a part of, or acquired in connection with the performance of, the work terminat ed by the Notice of Termination, and (ii) the conpleted 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; (T

'se his best efforts to sell, in the manner, at the times, to the price or prices directed or authorized by the Contracting the extent, i at Officer, any property of the types referred to in (6) above:

Provided, however, That the Cont ractor (i) shall not he required to extend credit to any purchaser, and (ii) may acquire any such property under the conditions prescribed by and at a price or prices approved by the Contracting Of ficer:

And provided further, That the proceeds of any such transfer or disposition to shall be applied in reduction of any payments to be made by the Government 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 Officer may direct; (8)

Complete performance of such part of the work as shall not have been terminated by the Notice of Termination; and (9) Take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which the Government has or may acquire an interest.

At any time after expiration of the plant cicarance period, as defined in 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 submit to the Contracting officer a list, certifled as to quantity and quality, of any or all items of tecnination inventory not previously disposed of, exclusive of items the disposition of which has been directed or authorized by the Contracting Officer, and may request the Government to remove such itemn or enter into a storage agreement coverInn them.

Not later than fifteen (15) days thereafter, the Government will accept title to such it er. s and remove them or enter into a storage agreement covering the same Provided, That the list submitted shall be subject to verification by the Centracting Office upon removal of the items or, if the items are stored, within forty-five (45) days from the date of submission of the list, and any necessary adjustment to correct the list as submitted shall be made prior to final settlement.

(c) After neceipt of a Notice of Termination, the Contractor shall submit to the Contracting Officor his termination clain, in the form and with certification prescribed by the Contracting Officer.

Such c: alm shall he submitted prompt 1s but In no event later than one year from the effective date of termination, unless one or more extensions in writing are granted by the Contracting Officer upon request of the Contractor made in writing within such one-year period or authorized extension thereof.

IIoweve r, If the Contracting Officer determines that the facts justify such action, he may receive and act upon any such termination claim at any time after such one-year period or any extension thereof. Upon failure of the Contractor to submit his termination clain within the time allowed, the Contracting Officer may, subject to any review required by the contracting agency's procedures in effect as of the date of execution of this con-tract, determine, on the basis of information available to him, the amount, if any, the due to the Contractor by reason of the termination and shall thereupon pay to Contractor the amount so. determined.

(d) Subj ect to the provisions of paragraph (c), and subject to any review required by the contracting agency's procedures in effect as of the date of execution of this contract, the Contractor and the Contract ing Of ficer may agree upon the whole or any part of the amount or amounts to be paid to the Contractor to this clause, by reason of the total or partial termination of work pursuant which amount or amounts may include a reasonable allowance for profit on work done:

Provided, That such agreed anount 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 shall be amended accordingly, and the Contractor shall be paid the agreed contract to be Nothing in paragraph (e) of this clause, prescribing the amount amount.

paid to the Contractor in the event of failure of the contractor and the Con-tracting Officer to agree upon the whole amount to 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 arount or amounts which may be agreed upon to be paid to the Contractor pursuant to this paragraph (d).

(e)

In the event of the failure of the Contractor and the Contracting Of ficer to agree as provided in paragraph (d) upon t he whole amount to be paid to the Contractor by reason of the ternination of work pursuant to this clause, the Contract-ing Of ficer shall, sub j ect to any review required by the contracting agency's procedures in effect as of the date of execut ion 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 aggregat e price for such supplies comput ed 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 performance of the work terminated.

Including initial costs and preparatory expense allocable thereto, but oxclusive 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 cat 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

_o_

s (exclusive of amounts paid or payable on account of supplies or naterials delivered or services furnishod 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 on (1), above, determined by the contracting (iii) A sum, as profit officer pursuant to 5 1-8.303 of the Federal Procurement Regulations (41 CFR 1-8.303), in ef fect as of the date of execution of this contract, to be fair and reasonable: Provided, however, That if it appears that the contractor would have sustained a loss on the entire contract had it been cor'pleted, 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, Icgal, clerical, and other expenses reasonably necessary for the preparation of settlement claims and supporting data with respect to the terminated portion t

of the contract and for thu *ermination and setriement of subcontracts there-under, 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 nade and as further reduced by the contract price of work not terminated.

Except for normal spo11 age, and except to the extent that the Government shall have otherwise expressly assumed the risk of loss, there shall be excluded f rom the amounts payable to the Contracter as provided in (e)(1) and (2)(1) above, the fair value, as determined by the Contracting Officer, of property which is destroyed, lost, stolen. or damaged se as to become unde-liverable to the Government, or to a buyer pursuant to paragraph (b)(7).

(f) Costs clained, agreed to, or determined pursuant to paragraphs (c),

(d), and (e) of this clause shall be in accordance with the applicabic contract cost principles and procedures in Part 1-15 of the Federal Procurenent Regulations (41 CFn 1-15) in effect on the date of this contract.

(g) The Contrattor shall have the right to appeal, under the clause of this contract entitled "I)isputes," from any determination made by the Contracting Officer under paragraph (c) or (c) above, except that, if the Contractor has f ailed to submit his clain within the time provided in paragraph (c) above and has failed to request extension of such time, he shall have no such right of appeal.

In any case whore the Contracting officer han nade a determination of the amount due under paragraph (c) or (c) above, the Government shall pay to the Contractor the following:

(1) if there is no right of appeal hereunder or i f no timely appeal ha.; heen taken, the amount so deternined by the Contracting Officer; or (2) if an appeal has been taken, the amount finally determined on such appeal.

(b)

In arriving at the amount due the Contractor und< r this clause there shall be deducteo (1) all unliquidated advance or other paymenta 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 Governments.

(1)

If the termination hereunder he partial, prior to the settlement of the terminated 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 contract (the portion not terminated by the Motice of Termination),

and such equitable adjustments as may be agreed upon shall be made in such price or prices.

(j) The Government may from time to tine, 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 Officer 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 the amount finally agreed or determined to be due under this clause, such 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 da*e such excess payment is received by the Contractor to the date on which such excess it, repaid to the Government: Provided, hownce, 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 af ter the date of such retention or. disposition, or such later date as determined by the Contracting Officer by reason of the circumstances.

(k) Unless otherwise provided for in this contract, or by applicable statute, the Contractor, from the effective date of termination and for a period of three years 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 terminated hereunder, or, to the extent approved by the Contracting Of ficer, photographs, microphotographs, or other authentic reproductions thereof.

12.

DISPUTES (1-7.102-12)

(a) Except as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract which is not disposed of by agreement shall be decided by the Contracting Officer, who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the con-tractor. The decision of the Contracting Officer shall be final and conclusive unless within 30 days from the date of receipt of such copy, the contractor mails or otherwise furnishes to the Contracting Officer a written appeal addressed to the Commission. The decision of the Commission or Its duly authorized representative for the determination of such appeals shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent, or capricious, or arbitrary, or so grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence.

In connection with any appeal proceeding under this clause, the contractor shall be afforded an opportunity to be heard and to offer evidence in support of its appeal.

Pending final decision of a dispute hereunder, the contractor and in accordance shall proceed diligently with the performance of the contract with the Contracting Of ficer's decision.

(b) This " Disputes" clause does not preclude consideration of law questions in connection with decisions provided for in paragraph (a) above: Provided, That nothing in this contract shall be construed as making final the decision of any i

administrative official, representative, or board on a question of law.

13.

BUY AMERICAN ACT (1-6.104-5) (9-7.5004-16)

(a)

In acquiring end products, the Buy American Act (41 ti.S. Code 10a-10d) provides that the Government give preference to domestic source end products.

For the purpose of this clause:

(1)

" Components" means those articles, materials, and supplies which are directly incorporated in the end products; (ii)

"End products" means those articles, raterials, and supplies which are.to be acquired under this contract for public use; and (iii) A "donestIc source end product" means (A) ae unmanufactured end product which has been mlued or produced in the United States and (B) an end product manufactured in the United States if the cost of t ho components thereof which are mined, produced, or manufactured in the United States exceeds 50 per-cent of the cost of all its components.

For the purposes of this (a) (Ili) (B),

components of foreign origin of the same type or kind as the products referred to in (b) (ii) or (iii) of this clause shall be treated as components mined, produced, or manufactured in the United States.

(h) The Contractor agrees that there will be uned under this contract (by the Contractor, subcontractor, materialmen and suppliers) only donest Ic source end products, except end products:

(i) Ubich are for use outside the United States; (ii) Which the Commission determines are not mincd, produced, or manufactured in the United States in sufficient and reasonably available com-merical quantities and of a satisfactory quality; 8

4 (iii) As to which the Commission determines the domestic preference to be inconsistent with the public interest; or (iv) As to which the Commission determines the cost to the Government to be unreasonable.

14.

CONVICT LABOR (1-12.204)

In connection with tha performance of work under this contract the Contrac-tor agrees not to employ any person undergoing sentence of imprisonment except as provided by Public Law 89-176, September 10, 1965 (18 U.S.C. 4082(c) (2))

and Executive Order 11755, December 29, 1973.

15.

CONTRACT WORK 110URS AND SAFETY STANDARDS ACT - OVERTIME COMPENSATION (1-12.303)

This contract, to the extent that it is of a character specified in the Contract Work Hou s and Safety Standards Act (40 U.S.C.

327-333), is subject to the following provisions and to all other applicable provisions and exceptions of such act and the regulations of the Secretary of labor thereunder.

(a) Overtime Requirement. No Contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers, mechanics, apprentice, trainees, watchmen, and guards shall require or permit any laborer, mechanic, apprentice, trainee, watchman, or guard in any workweek in which he is employed on such work to work in excess of 8 hours9.259259e-5 days <br />0.00222 hours <br />1.322751e-5 weeks <br />3.044e-6 months <br /> in any calendar day or in excess of 40 hours4.62963e-4 days <br />0.0111 hours <br />6.613757e-5 weeks <br />1.522e-5 months <br /> in such workweek on work subject to the provisions of the contract Work Hours and Safety Standards Act unless such laborer, mechanic, apprentice, trainee, watchman, or guard receives compensation at a rate not less than one and one-half times his basic rate of pay for all such hours worked in excess of 8 hours9.259259e-5 days <br />0.00222 hours <br />1.322751e-5 weeks <br />3.044e-6 months <br /> in any calendar day or in excess of 40 hours4.62963e-4 days <br />0.0111 hours <br />6.613757e-5 weeks <br />1.522e-5 months <br /> in such workweek, whichever is the greater number of overtime hours.

(b) Violation; liability for unpaid wages; liquidated damages.

In the event of any violation of the provisions of paragraph (a), the Contractor and any subcontractor responsible therefor shall be liable to any affected employee for his unpaid wages.

In addition, such Contractor and subcontractor shall be Itahic to the United States for liquidated damages.

Such liquidated damages shall be computed with respect to each individual laborer, mechanic, apprentice, trainee, watchman, or guard employed in violation of the provisions of paragraph (a) in the sum of $10 for each calendar day on which such employee was required or permitted to be employed on such work in excess of 8 hours9.259259e-5 days <br />0.00222 hours <br />1.322751e-5 weeks <br />3.044e-6 months <br /> or in excess of his standard workweek of 40 hours4.62963e-4 days <br />0.0111 hours <br />6.613757e-5 weeks <br />1.522e-5 months <br /> without paynent of the overtime wages required by paragraph (a).

(c) Withholding for unpaid wages and liquidated damages.

The Contracting Officer may withhold from the Government Prime Contractor, from any moneys pay-able on account of work performed by the Contractor or subcontractor, such sums as may administrative 1y be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the provisions of paragraph (b).

i (d) Subcontracts. The Contractor shall insert paragraphs (a) through (d) of this clause in all subcontracts, and shall require their inclusion in all sub-contracts of any tier.

(e) Records. The Contractor shall maintain payroll records containing the information specified in 29 CFR 516.2(a).

Such records shall be preserved _for 3 years from the completion of the contract.

16.

EQUAL OPPORTUNITY (1-12. 803-2).

(The following clause is applicable unless this contract is exempt under the rules, regulations, and relevant orders of the Secretary of Labor (41 CFR, ch. 60).

During the performance of this contract, the contractor agrees as follows:

(a) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin.

Such action shall include, but not be limited to, the following:

Employment, upgrading, demotion, or transfer; recruit-ment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

The contractor agrecs to post in conspicaous places, available to employees and applicants for employment, notices to be provided by the Contracting Officer setting forth the provisions of this Equal Opportunity clause.

(b) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin.

(c) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or under-standing, a notice, to be provided by the agency Contracting Of ficer, advising the labor union or workers' representative of the contractor's commitments under this Equal Opportunity clause, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

(d) The contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

(e) Tbc contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regula-tions, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

(f)

In the event of the contractor's noncompliance with the Equal Oppor-tunity clause of this contract or with any of the said rules, regulations, or In whole or orders, this contract may be cancelled, terminated, or suspended, further Government in part, and the contractor may be declared ineligible for 11246 contracts in accordance with procedures authorized in Executive Order No.

of September 24, 1965, and such other sanctions may he imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise pro-vided by law.

i (g) The contractor will include the provisions of paragraphs (a) through (g) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontracts or purchase order as the contracting agency may direct as a means of enforcing such provisions, including sanctions for non-provided, however, That in the event the contractor becomes involved compliance:

in, or is threatened with, litigation with a subcontractor or vendor as a result the of such direction by the contracting agency, the contractor ray request the interests of the United States to enter into such litigation to protect United States.

17.

OFFICIALS NOT TO BENEFIT (1-7.202-17)

No member of or delegate to Congress, or resident commb sinner, shall be admitted to any share or part of this contract, or to any benefit that may arise this contract theref rom; but this provision shall not be construed to extend to if made with a corporation for its general benefit.

18.

COVENANT AGAINST CONTINGENT FEES (1-1. 503) (9-7.5004-2)

(a) Warranty--Termination or deduction for breach.

The contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understand-percentage, brokerage, or contingent fee, excepting bona ing for a commission, fide employees or bona fide established commercial or nelling agencies naintained For breach or violation by the contractor for the purpose of securing business.

of this warranty the Government shall have the right to annul this contract with-liability or in its discretion to deduct from the contract price or out consideration or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee.

(b) Subcontracts and purchase orders.

Unless otherwise authorized by the Contracting Officer in writing, the con-tractor shall cause provisions similar to the foregoing to be inserted in all subcontracts and purchase orders entered into under this contract.

19.

NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (1-7.103-4) (Applicabic to Contracts exceeding $10,000)

(a) The Contractor shall report to the Contracting Officer, promptly and in reasonable written detail, each notice or claim of patent or copyright infringe-ment based on the performance of this contract of which the Contractor has knowledge.

i on account of (b)

In the event of any claim or suit against the Government, any alleged patent or copyright infringement arising out of the performance of this Contract or out of the use of'any supplies furnished or work or services performed hereunder, the Contractor shall furnish to the Government, when request ed by the Contracting Of ficer, all evidence and information in possession of the Contractor pertaining to such suit or claim.

Such evidence and informa-tion shall be furnished at the expense of the Government except where the Con-tractor has agreed to indemnify the Government.

20.

PATERfS (1-9.107-5(a))

(a) Definitions.

(1) "Subj ec t Invention" means any invention or dis overy of the Con-tractor conceived or first actually reduced to practice in the course of or under this contract, and includes any art, method, process, machine, manufacture, design, or composition of matter, or any new and useful improvements thereof, or any vari-Laws of the United ety of plant, which is or may be patentabic under the Patent States of America or any foreign country.

(2) " Contract" means any contract, agreement, grant, or other arrange-or subcontract entered into with or for the benefit of the Government where

ment, a purpose of the contract is the conduct of experimental, development, or research work.

(3) " States and domestic municipal governments" means the States of the United States, the District of Columbia, Puerto Rico, the Virgin Islands, American Samoa, Guam, the Trust Territory of the Pacific Islands, and any politi-cal subdivision and agencies thereof.

(4) " Government agency" includes an executive department, independent commission, board, office, agency, administration, authority, Government corpora-tion, or other Government establishment of the executive branch of the Government the U.S.

of the United States of America and for the purpose of this contract Nuclear Regulatory Commission.

in (5)

"To the point. of practical applicatlon" means to manufacture the case of a composition or product, to practice in the case of a process, or to operate in the case of a nachine and under such con <litions as to establish that the invention is being worked and that its benefits are reasonably accessi-ble to the public.

(b) Allocation of principal rights.

(1) Assignment to the Government.

The Contractor agrees to assign to the Government the entire right, title, and interest ttroughout the world in and to each Subject Invention, except to the extent that rights are retained by the Contractor under paragraphs (b)(2) and (d) of this clause.

(2) Greater rights determinations.

The Contractor or the employec-Inventor with authorization of the Contractor may retain greater rights than the nonexclusive license provided in paragraph (d) of this clause in accordance with the procedure and criteria of 41 CFR 1-9.109-6.

A request for determination i

whether the Contractor or the employee-inventor is entitled to retain such the time of the greater rights must be submitted to the Contracting Officer at first disclosure of the invention pursuant to paragraph (e)(2)(1) of this later than 3 months thereafter, or such longer period as may be clause, or not authocized by the Contracting Of ficer f or good cause chown in writing by the The information to be rubmitted for a greater rights determination Contractor.

is specified in 41 CFR 1-9.109-6.

Each determination of greater rights under this contract normally shall be subject to paragraph (c) of this clause and to the reservations and conditions deemed to be appropriate by the agency.

(c) Minimum rights acquired by the Governnent.

With respect to each Sub-ject Invention to which the Contractor ret s principal or exclusive rights, the Contractor:

(1) Hereby, grants to the Government a nonexclusive, nontransferable, paid-up license to make, use, and sell each Subject Invention throughout the world by or on behalf of the Government of the United States (including any Government agency) and States and domestic municipal governments; (2) Agrees to grant to responsible applicants, upon request of the Government, a license on terms that a.3 reasonable under the circumstances:

(1) Unless the Contractor, his licensee, or his assignee demon-strates to the Government that effective steps have been taken within 3 years after a patent issues on such invention to bring the inventien to the point of practical application, or that the invention has been made available for licensing royalty-free or on terms that are reasonable in the circumstances, or can show cause why the principal or exclusive right s should be retained for a further period of time; or (11) To the extent that the invention is required for public use by governmental regulations or as may be necessary to fulfill public health, safety or welfare needs, or for other public purposes stipulated in this contract; (3)

Shall submit writ. ten reports at reasonable intervals upon request of the Commission during the term of the patent on the Subject Invention regard-ing:

(1) The Commerical use.that is being made or is intended to be made of the invention; and (ii) The steps taken by the Contractor or his transferee to bring the invention to the point of practical application or to make the invention availabic for licensing; (4) Agrees to refund any amounts received as royalty charges on any Subject Invention in procurements for or on behalf of the Government and to pro-vide for that refund in any instrument transferring rights to any party in the invention; and (5) Agrees to provide for the Government's paid-up license pursuant to paragraph (c)(1) of this clause in any instrument transferring rights in a i

Subject Invention and to provide for the granting of licenses as required by (2) the Commission of this clause, and for the reporting of utilization information to instrument transfers as required by paragraph (c)(3) of this clause whenever the principal or exclusive rights in any Subject Invention.

Nothing contained in this paragraph (c) shall be deemed to grant to the Gosernment any rights with respect to any invention other than a Subject Invention.

(d) Minimum rights to the Contractor.

(1) The Contractor reserves a revocable, nonexclusive, royalty-free license in each patent application filed in any country on a Subject Invention and any resulting patent in which the Government acquires title.

The licenst shall extend to the Contractor's domestic subsidiaries and affiliates, if any, within the corporate structure of which the Contractor is a part and shall include the right to grant sublicenses of the same scope to the extent the Cen-tractor was legally obligated to do so at the time the contract was awarded.

The license shall be transferable only with approval of the Commission except when transferred to the successor of that part of the Contractor's business to which the invention pertains.

(2) The Contractor's nonexcit sive domestic licenso retained pursuant to paragraph (d)(1) of this clause cmy be revoked or modified by the Commission to the extent necessary to achieve expeditious practical application of the Subject Invention under 41 CFR 101-4.103-3 purnuant to an application for exclu-sive license submitted in accordance with 41 CFR 101-i.104-3.

This license shall not be revoked in that field of use and/or the geographical areas in which the Contractor has brought the invention to the point of practical application and continues to make the benefits of the invention reasonably accessible to the public. The Contractor's nonexclusive license in any f oreign country reserved the pursuant to paragraph (d)(1) of this clause may be revoked or modified at discretion of the Commission to the extent the contractor or his domestic sub-sidiaries or affiliates have failed to achieve the practical application of the invention in that foreign country.

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(3)

Before the modification or revocation of the license, pursuant to paragraph (d)(2) of this clause, the Commission shall f urnish the Contractor

a. written notice of its intention to modify or revoke the license and the Con-tractor shall be allowed 30 days (or such longer period as may be authorized by the Commission for good cause shown in writing by the Contractor) af ter the notice to show cause why the license should not be modified or revoked.

The contractor shall have the right to appeal, in accordance with procedures pre-scribed by the Commission any decision concerning the modification or revocation of his license.

(c) Invention, identification, disclosures, and reports.

(1) The Contractor shall establish and maintain active and ef f ective procedures to ensure that Subject Inventions are promptly identified and timely disclosed. These procedures shall include the maintenance of laboratory note-books or equivalent records and any other records that are reasonably necessary to document the conception and/or the first actual reduction to practice of Subject inventions, and records which show that th9 procedures for identifying and disclosing the inventions are followed.

Upon request, the Contractor shall so that he furnish the Contracting Officer a description of these procedures may evaluate and determine their effectiveness.

(2) The Contractor shall furnish the Contracting Of ficer:

(1) A complete technical disclosure for each Subject Invention within 6 months after conception or first actual reduction to practice whichever occurs first in the course of or under the contract, but in any event prior to any on sale, public use, or publication of such invention known to the Contrac-tor.

The disclosure shall identify the contract and inventor and shall be suf-ficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art to which the invention pertains a clear understanding of the nature, purpose, operation, and, to the extent known, the physical, chemical, biological, or electrical characteristics of the invention; (ii)

Interim reports at leatt every 12 n'onths from the date of the contract listing Subject Inventions for that period and certifying that:

(A) The Contractor's procedures for idenLifying and disclosing Subject Inventions as required by this paragraph (c) have betu followed through-out the reporting period; and (B) All Subject Iaventions have been disclosed or that there are no such inventions; and (iii) A final report withLn 3 months after completion of the con-tract work, listing all Subject Inventions or certifying that there were no such inventions.

19

(3) The Contractor shall obtain patent agreements to effectuate the provisions of this clause f rom all persons in his employ who perf orm any part of the work under this contract except nontechnical personnel, such as clerical employees and manual laborers.

(4) The Contractor agrees that the Commission raay duplicate and dis-close Subject Invention disclosures and all other reports and papers furnished or required to be furnished pursuant to this clause.

(5)

In order to protect the patent interest of the Government or the Contractor, the Contractor shall obtain the written approval of the Contracting Officer prior to the release or publication of the information in any Subject Invention disclosure by the Contractor or other parties actint; on his behalf.

(f) Forfeiture of rights in unreported Subject Inventions.

(1) The Contractor shall forfeit to the Government all rights in any Subject Invention which he f ails to disclose to the Contracting Officer within 6 months after the time he:

(i) Files or causes to be filed a United States or foreign application thereon; or (ii)

Submits the final report required by paragraph (e)(2)(iii) of this clause, whichever is later.

(2) llowever, the Contractor shall not forfeit rights in a Subject Invention if, within the time specified in (1)(1) or ( t) (11) of this paragraph (f), the Contractor:

(t) prepared a writ ten decision based upon a revi"w of tho record that the invention va" neither conceived nor first actually reduced to practice in the course of or under the contract; or Subject invention, he (ii) Centending that the invention is not a nevertheless discloses the invention and all facts pertinent to hir contention to the Contracting Officer; or (iii)

Es tablishes that the failure to disclose did not result f rot bl.s fault or negligence.

(3)

Pending written ass ignment of the patent applications and patent" on a Subject Invention determined by the Contracting Officer to be forfeited (such determination to be a final decision under the Disputes Clause), the Con-tractor shall be deemed to hold the invent ion and the patent applications and patents pertaining thereto in trust f or the Commission. The i~orfeitute pro-vision of this paragraph (f) shall be in addi. tion to and shall not supersede other rights and remedies which the Government may have with respect to Subject Inventions.

(g) Examination of records relating to inventiors.

20

(1) The Contracting Officer or his authorized representative until the expiration of 3 years af ter final payment under this contract shall have the right to examine any books (including laboratory notebooks), records, docu-ments, and other supporting data of the contractor which the Contracting Of ficer reasonably deems pertinent to the discovery or identification of Subject Inventions or to determine compliance with the requirements of this clause.

(2) The Contracting Of ficer shall have the right to review all books (including laboratory notebooks), records and documents of the Contractor relating to the conception or first actual reduction to practice of inventions in the same field of technology as the work under this contract to determine whe^her any such inventions are Subject Inventions if the Contractor refuses or f ails to:

(i)

Establish the p rocedures of paragraph (e)(1) of this clause; or (ii) Maintain and iollow such procedures; or (iii) Correct or climinate any material deficiency in the procedures within thirty (30) days af ter Contracting Of ficer noti f ies the Contractor of such a deficiency.

(h) Withholding of payment (Not applicable to Subcontracts).

(1) Any time before final payment of the amount of this contract, the Contracting Officer may, if he deems such action warranted, withhold payment until a reserve not exceeding $50,000 or 5 percent of the amount of this contract, whichever is less, shal.1 have been set aside if in his opinion the Contractor fails to:

(i) Establish, maintain, and follow cf fective procedures for identifying and disclosing Subject Inventions pursuant to paragraph (e)(1) of

'this clause; or (ii) Disclose any Subject Invention pursuant to paragraph (e)(2)(1) of this clause; or (iii)

Deliver acceptable interim repotto pursuant to paragraph (e)(2)(ii) of this clause; or (iv) provide the information regarding subcontracts pursuant to paragraph (i)(5) of this clause.

The reserve or balance shall be withheld until the Contracting Officer has determined that the Contractor has rectified whatever deficiencies exist and has delivered all reports, disclosures, and other information required by this clause.

(2)

Final payment under this contract shall not be made before the Contractor delivers to the Contracting Of ficer all disclosures of Subject Inven-tions required by paragraph (e)(2)(1) of this clause, and an acceptable final report pursuant to (e)(2)(iii) of this clause.

21

(3) The Contracting Officer may, in his discretion, decrease or increase the sums withheld up to the maximum authorized above.

If the Contrac-tor is a nonprofit organization the maximum amount that may be withheld under this paragraph shall not exceed $50,000 or 1 percent of the amount of this contract whichever is less.

No amount shall be withheld under this par agraph while the amount specified by this paragraph is being withheld under other provisions of the contract. The withholding of any amount or subsequent payment thereof shall not be construed as a waiver of any rights accruing to the Government under this contract.

(1)

Subcontracts (1)

For the purpose of this paragraph the term " Contractor" means the party awarding a subcontract and the term " Subcontractor" means the part, being awarded a subcontract, regardless of tier.

(2) Unless otherwise authorized or directed by the Commission Con-tracting Officer, the Contractor shall include this Patent Rights clause modi-fled to identify the parties in any subcontract hereunder if a purpose of the In subcontract is the conduct of experimental, developmental, or research work.

the event of refusal by a Subcontractor to accept this clause, or if in theforth opinion of the Contractor this clause is inconsistent with the policy set in 41 CFR l-9.107-3, the Contractor:

(i)

Shall promptly submit a written notice to the Commission Contracting Of ficer setting forth reasons for the Subcontractor's refusal and other pertinent information which may expedite disposition of the matter; cnd (ii)

Shall not proceed with the subcontract without the written authorization of the Commission Contracting Officer.

(3) The Centractor shall not, in any subcontract er by using a sub-contract as consideration therefor, acquire any rights in his Subcontractor's Subject Invention for his own use (as distinguised f rom such rights as may be the Government in the required solely to fulfill his contract obligations to performance of his contract).

(4) All invention disclosures, reports, instruments, and other infor-mation required to be f urnished by the Subcontractor to the Commission Contracting Of ficer under the provisions of a Patent Rights clause in any subcontract here-under may, in the discretion of the Commission Contracting Of ficer, be furnished to the Contractor for transmission to the Commission Contracting Of ficer.

(5) The Contractor shall promptly notify the Commission Contracting Officer in writing upon the award of any subcontract containing a Patent Rights clause by identifying the Subcontractor, the work to be performed under the sub-contract and the dates of award and estimated completion.

Upon request of the Commission Contracting Of ficer, the Contractor shall furnish a copy of the sub-If there are no subcontracts containing Patent Rights Clauses, a contract.

negative report shall be included in the final report submitted pursuant to paragraph (e)(2)(iii) of this clause.

22

(6) The Contractor shall identify all Subject Inventions of the Sub-contractor of which he acquires knowledge in the perf ormance of this contract and shall notify the Commission Contracting Officer promptly upon the identification of the inventions.

(7)

It is understood that the Commission is a third party beneficiary of any subcontract clause granting rights to the Government in Subject Inventions, and the Contractor hereby assigns to the Commission all rights that he would have to enforce the Subcontractor's obligations for the benefit of the Commission with respect to Subject Inventions.

The Contractor shall not be obligated to enforce the agreements of any Subcontractor hereunder relating to the obligations of the Subcontractor to the Commission in regard to Subject Inventions.

(j) Reserved (k) Reserved (1) No claim for pecuniary award or compensation under the provisions of the Atomic Energy Act of 1954 as amended shall be asserted by the Contractor or its employees with respect to any invention or discovery made or conceived in the course of or under this contract.

(m) With respect to any U.S. Patent Application filed by the Contractor on any contract invention or discovery made or conceived in the course of the contract, the Contractor will incorporate in the first paragraph of the U.S.

Patent Application the following statement:

"The invention described herein was made in the course of, or under a contract (if desired may substitute contract with identifying number) with the U.S. Nuclear Regulatory Commission.

21.

UTILIZATION OF CONCERNS IN LABOR SURPLUS AREAS (1-1.805-3(a))

(The f ollowing clause is applicable if this contract excoeds $10,000.)

(a)

It is the policy of the Government to award contracts to labor surplus areas concerns that (1) have been certified by the Secretary of Labor (hcreafter referred to as certified-eligible concerns with first or second preferences) regarding the employnent of a proportionate number of disadvaataged ind iv idua ls and have agreed to perform substantially (1) in or near sections of concentrated unemployment or underemployment or in persistent or substantial labor surplus areas or (ii) in other areas of the United States, respectively, or (2) are non-certified concerns which have agreed to perf orm substantially in persistent or substantial labor surplus areas, where this.:an be done cons is tent with the efficient performance of the contract and at prices no higher than are obtainable e ls ewhe re. The cont ractor agrees to use h is bes t-efforts to plare his subcon-tracts in accordance with this policy.

21

(b)

In complying with paragraph (a) of t his clause and eith paragraph (h) of the clause of this cont ract entitled " Utilization of Small Business Concerns" the contractor in placing his subcontracts shall observe the folb wing order of preference:

(1) certified eligible concerns with a first preferei.co which are also small business concerns; (2) other certif ied-cligible concerm with a first preference; (3) certified-eligible concerns with a second preference which are also small business concerns; (4) other certi fied-cligible concerns with a second preference; (5) persistent or substantial labor surplus area conce'rns which are also small business concerns; (6) other persistent or substantial labor surplus area concerns; and (7) small business concerns which are not labor surplus area concerns.

22.

PRICING OF ADJUSTMENTS (1-7.102-20)

When costs are a factor in any determinatien of a contract price adiustment pursuant to the changes clause or any other provision of this con *ract, such conts shall be in accordance with the contract cost principios nn! procedure:

in Part 1-15 of the rederal Procurement Regulations (41 CFR l-15) or Section XV of the Armed Services Procurement Pegulations in effect on tl e da e of this contract.

23.

LISTING OF EMPLOYMENT OPENINGS (FPR Temp Reg 39)

(Applicable pursuant to 41 CFR 50-250 if this contract ic fo- $10,000 or more.)

DISABLED VETERANS AND VETERANS OF Tile VIETNAM ERA (a) The contractor will not discriminate against any et p!ov o or applicant for employment because he or sho is a disabled veteran or veteran of the Vietnar era in regard to any position for which the employee or applicant for emplosmoet is qualified. The contractor agrees to take affirmative action to (mplov, advanc.

of tho In employment, and otherwise treat quali fied disabled vot erann and vet erans Vietnam era without discrimination based upon their disability or veterans status in all employmont practices such as the following:

enployment,perading, denot ion or transfer, recrui t ment, advertisInn, layoff or termination, rato of pay or other forms of compensation, and selection for training, incl ud in a apprenticesbip.

(b) The contractor agrees that all suitable enployment open ingn of t he con-t ractor which exist at the time of the execution of tbi: centract and those which occur during the periornance of this contract, including thoce not generated hv this contract and including those occurring at an establishment of the contractor other timn the one wherein t he cont ract is being pert orned in:t evcluding those of approprial" independently eperat ed corporate af filiatc s, shall be listed at an local office of the State employment service nyst on wi crein the op"ninr occurs The contractor further agrees to provide tuch report < to such locaI office t "no r A inn employment openings and hires as may be required.

State and lecal government agencies holding Federa! cent rac t s of $10,000 or more shall also list all their suitable openings with the appropriate of fice of 74

the State employment service, but are not required to providc those reports set forth in paragraphs (d) and (e).

(c) Listing of employment openings with the employment service system pursuant to this clause shall be made at lenst 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 fidr. job order, including the acceptance of referrals of veterans and nonveterans. The listing of employment openings does not require the hiring of any particular job applicant or f rom any particu-lar group of job applicants, and nothing herein is intended to relieve the con-tractor from any requirements in Executive orders or regulations regarding 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 of fice, or, where the contractor has more than one hiring location in a State, with the central office of that State employment service. Such reports shall indicate for each hiring location (1) the number of individuals hired during the reporting period, (2) the number of nondisabled veterans of the Vietnam era hired, (3) the number of disabled veterans of the Vietnam era hired, and (4) the total number of disabled veterans hired. The reports should include covered veterans hired for on-the-job training under 38 U.S.C. 1787. The contractor shall submit a report within 30 days after the end of each reporting period wherein any performance is made on this contract identifying data for each hiring location. The contractor shall maintain at each hiring location copies of the reports submitted until the expiration of one year after final payment under the contract, during which time these reports and related documentation shall be made available, upon request, for examination by any authorized representatives of the contracting officer or of the Secretary of Labor. Documentation would include personnel records respecting job openings, recruitment, and placement.

(e) Whenever the contractor becomes contractually bound to the 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 loca-tion in the State.

As long as the contractor is contiactually 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 sys-tem 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 rolunbia, Puerto Rico, Guam, and the Virgin Islands.

(g) The provisions of paragraphs (h), (c), (d), and (e) of this clause do not apply to openings which the contractor proposes to fill from within his own organization or to fill pursuant to a customary and traditional employer-union hiring arrangement. 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.

25

(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 nonsuper-visory; technical; and executive, administrative, and professional openings that are compensated on a salary basis of less than $25,000 per year.

This term includes full-time employment, temporary employment of more than 3 days' dura-tion, and part-time employment. It does not include openings which the contrac-tor proposes to fill from within his own organization or to fill pursuant to a custenary and traditional employer-union hiring arrangement nor openings in an educational institution which are restricted to students of that institution.

Under the most compelling circumstances an employment opening may not be suit-able 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 requirement of listing would otherwise not be for the best interest of the Government.

(2) " Appropriate office of the State employment service system" means the local office of the Federal / State national system of public employment offices with assigned responsibility for serving the area where the employment opening is to be filled, including the District of Columbia, Guan, 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 he given to persons outside the contractor's organization (including any affiliates, subsidiaries, and the parent companies) and includes any openings which the con-tractor 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 f rom union halls, which is part of the customary and traditional hiring relat ionship which exists between the contractor and representatives of his employees.

(1) The contractor agrees to comply with the rules, reyulations, and rele-vant orders of the Secretary of Labor issued pursuant to the Act.

(j)

In the event of the contractor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with the rules, regulations, and relevant orders of the Secretary of 1. abor issued pur-suant to the Act.

(k) The contractor a rees to post in conspicuous places available to employees and applicants for employment notices in a form to be prescribed by the Director, provided by or through the contracting officer.

Such notice shall state the contractor's obligation under the law to take affirmative action to 26

=

employ and advance in employment qualified disabled veterans and veterans of the Vietnam era for employment, and the rights of applicants and employees.

(1) The contractor will notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding that the contractor is bound by terms of the Vietnam Era Veteran's Readjustment Assistance Act and is committed to take affirmative action to employ and advance in employment qualified disabled veterans and veterans of the Vietnam cra.

(m) The contractor will include the provisions of this clause in every subcontract or purchase order of $10,000 or more unless exempted by rules, regu-lations, or orders of the Secretary issued pursuant to the Act, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the Director of the Office of Federal Contract Compliance Programs may direct to enforce such provisions, including action for noncompliance-24.

UTILIZATION OF MINORTTY BUSINESS ENTERPRISES (1-1.1310-2(a))

(Applicable to Contracts exceeding $10,000)

(a)

It is the policy of the Government that minority business enterprises shall have the maximum practicable opportunity to participate in the performance of Covernment contracts.

(b) The contractor agrees to use his best efforts to carry out this policy in the award of his subcontracts to the fullest extent consistent with the efficient performance of this contract. As used in this contract, the term

" minority business enterprise" means a business, at least 50 percent of which is owned by minority group members or, in case of public.y owned businesses, at l

least 51 percent of the stock of which is owned by minority group members.

For the purposes 6f this definition, minority group members are Negros, Spanish-speaking American persons, American Orientals, American Indians, American Eskimos, and American Aleuts. Contractors may rely on written representations by subcon-tractors regarding their status as minority business enterprises in lieu of an independent investigation.

(c) The Contractor agrees to submit to the Contracting Officer in response to a Request for Proposal, Invitation for Bid, or Solicitation; the representa-tion contained in FPR l-1.1303.

(d) The Contractor further agrees to report all Minority Business Enter-prise subcontract awards to the Contracting Officer using Optional Form 61 (see FPR 1-16.902-OF61). The Contractor may modify the Optional Forn 61 to delete references to "Small Business" for the purpose of thin report. Optional Form 61 may be obtained from the Superintendent of Documents, Government Printing Office, Washington, D.C.

20402, 27

25.

PAYMENT OF INTEREST GN CONTRACTOR'S CLAIMS (1-1.322)

(a)

If an appeal is filed by the contractor from a final decision of the Contracting Officer under the Disputes clause of this contract, denying a claim arising under the contract, simple interest on the amount of the clain finally determined owed by the Govern.2ent shall be payable to the Contractor..Such interest shall be at the rate determined by the Secretary of the Treasury pur-suant to Public Law 9 2-41, 8 5 S ta t. 97, from the date the contractor furnishes to the Contracting Of ficer his written appeal under the Disputes clause of this contract, to the date of (1) a final judgment by a court of competent jurisdic-tion, or (2) mailing to the contractor of a supplemental agreement for execution either confirming completed negotiations between the parties or carrying out a decisions of a board of contract appeals.

(b) Notwithstanding (a), above, (1) interest shall be applied only f ron the date payment was due, if such date is later than the filing of appeal, and (2) interest shall not be paid for any period of tire that the Contracting Officer determines the contractor has unduly delayed in pursuing his remedies before a board of contract appeals or a court of competent jurisdiction.

26.

EMPLOYMENT OF Tile HANDICAPPED (FPR TEMP. REC. 38)

(a) The contractor will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. The contractor agrees to take affirmative action to employ, advance in employment and otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicap in all employment practices such as following:

employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

(b) The contractor agrees to comply with the rules, regulations, and rele-vant orders of the Secretary of Labor issued pursuant to the Rehabilitation Act of 1973 as amended.

(c) In the event of the Contractor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with the rules, regulations and relevant orders of the Secretary of Labor issued pursuant to the Act.

(d) The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to he prescribed by the Director, Of fice 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 affirmative action to employ and advance in employment qualified handicapped employees and applicants for employment, and the rights of applicants and employees.

(e) The Contractor will notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding that the contractor is bound by the terms of Section 503 of the 28

Act, and is committed to take affirmative action to employ and advance in employ-ment physically and mentally handicapped individuals.

(f) The Contractor will include the provisions of this clause in every subcontract or purchase order of $2,500 or more unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Scction 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 subcontract or purchase order as the Director of the Office of Federal Contract Compliance Programs may direct to enforce such provisions, including action for noncom-p 11'an c e.

27.

CLEAN AIR AND WATER (1-1.2302)

(Applicable only if the contract exceeds $100,000, or the Contracting Of ficer has determined that orders under an indefinite quantity contract in any one year will exceed $100,000, or a facility to be used has been the subject of a conviction under the Clean Air Act (42 U.S.C. 1957c-8(c)(1)) or the Federal i

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 rcluirements 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 303 of the Federal Water Pollution Control Act (33 U.S.C.

1251 et seq.,

as amended by Pub. L.95-500), respectively, relating to inspection, monitoring, entry, reports, and information, as well as other raquirements specified in Sec-tion 114 and Section 308 of the Air Act and the Water Act, respectively, and 11 regulations and guidelines issued thereunder before the award of the contract.

(2) That no portion of the work required by this prime contract will be performed in a facility listed or 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 hi, best efforts to comply with clean air standards and clean water standards at the facility in which the contract is being performed.

(4) To insert the substance of the provisions of this clause into any nonexempt subcontract, including this paragraph (a)(4).

(b) The terms used in this clause have the following m(anings:

(1) The term " Alt-Act" means the Clean Air Act, as amended (42 U.S.r.

1857 et. seq., as amended by pub. L.91-604).

(2) The term " Water Act" mear.s Federal Watrr Pollut ion Cont rol Ac t,

as amended (33 U.S.C.

1251 et, seq., as amended by Puh. L.92-500).

29

(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 adepted 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 111(c) or Section 111(d), respectively, of the Air Act (42 U.S.C. 1857 (c) or (d)), or an approved implementation procedure under Section 112(d) of the Air Act (42 U.S.C.

1857c-7(d)).

(4) The tera " clean water standards" means any enforceable limitation, control, condition, prohibition, standard, or other requirement which is promul-gated pursuant to the Water Act or contained in a permit issued to a discharger by the Environmental Protection Agency or by a State under an approved program, as authorized by Section 402 of the Water Act (33 U.S.C.

1342), or by local government to ensure compliance with pretreatment regulations as required by Section 307 of the Water Act (33 U.S.C. 1317).

i (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 accordance with the requirements of the Air Act or Water Act and regulations issued pursuant (hereto.

(6) The term " facility" means any building, plant, installation, structure, mine, vessel or other floating craf t, location, or site of opera-tions, owned, 1 cased, 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, installa-t ion, w structure, the entire location or site shall be deemed to be a facility except where the Director, Of fice of Federal Activitios, Environmental Protec-tion Agency, determines that independent facilities are collocated in one geographical area.

28.

GOVERNMENT PROPERTY (1-7.303-7)

(a) The Government shall deliver to the Contract or, for use in connection with and under the terms of this contract, the property described as Government-furnished property in the Schedule or specifications, together with such related data and information as the Contractor may request an1 as may reasonably be required for the intended use of such property (hereinafter referred to as

" Government-furnished property"). The delivery or performance dates for the supplies or services to be furnished by the Contractor under this contract are based upon the expectation that Government-furnished property suitable for un (exegpt_for such property furnished "as is") will be delivered t o the Contractor at the : times' stated in the Schedule or, if not so stated, in sufficient time to en Q1e the Contractor to meet such delivery or performance daten.

In the event that Gove'rnment-furnished property is not delivered to the Contractor by such time or times, the Contracting Officer shall, upon timely written request made by the Contractor, make a determination of the delay, if any, occasioned the Contractor 30

thereby, and shall equitably adjust the delivery or performance dates or the contract price, or both, and any other contractual provision af f ected by any such delay, in accordance with the procedures provided for in the clause of this contract entitled " Changes." Except for Government-furnished prcperty furnished "as is," in the event the Government-furnished property is received by the Con-tractor in a condition not suitable for the intended use the Contractor shall, upon receipt thereof, notify the Contracting Officer of such fact and, as directed by the Contracting Officer, either (1) return such property at the Government's expenr.e or otherwise dispose of the property, or (2) effect repair or modification, in accordance with the procedures provided for in the clause of this contract entitled " Changes." The foregoing provision for adjustnent are exclusive and the Government shall not be liable to suit for breach of contract by reason of any delay in delivery of Government-furnished property or delivery of such property in a condition not suitable for its intended use.

(b) (1) By notice in writing, the Contracting Officer nay (i) decrease the property provided or to be provided by the Government under this contract, or (ii) substitute other Government-owned property for property to be provided by the Government, or to be acquired by the Contractor for the Government, under this contract. The Contractor shall promptly take such action as the Contracting Of ficer may direct with respect to the removal and shipping of property covered by such notice.

(2)

In the event of any decrease in or substitution of property pursuant to subparagraph (1), above, or any withdrawal of anthority to use property provided under any other contract or lease, which preperty the Government had agreed in the Schedule to make available for the performance of this contract, the Contracting Officer, upon the written request of t ho Contractor (or, if the substitution of property causes a decrease in the cost of performance, on his own initiative), shall equitably adjust such contractual provisions as may be affected by the decrease, substitution, or withdrawal, in accordance with the procedures provided for in the " Changes" clause of this contract.

(c) Title to all property furnished by the Government shall remain in the Government.

In order to define the obligations of the parties under this clause, title to each item of facilities, special test equipment, and special tooling (other than that subject to a "Special Tooling" clause) acquired by the Contractor for the Government pursuant to this contract shall pass to and vest in the Govorn-ment when its use in the performance of this contract commences, or upon payr."u therefor by the Government, whichever is earlier, whether or not title previously vested. All Government-furnished property, together with all property acquired by the Contractor title to which vests in the Government under this paragraph, is subject to the provisions of this clause and is hereinafter collectively referred to as " Government property." Title to Governnent property shall not be affected by the incorporation or attachment thereof t o any proper t y not owned by the Government, nor shall such Government property, or any part thereof, he or become a fixture or lose its identity as personalty by reason of affixation to any realty.

31

(d) The Contractor shall be responsible for and accountable for all Govern-ment property provided under this contract. The Contractor shall establish and maintain a system to control, protect, preserve, and maintain all Government property. This system shall, upon request by the contracting Of ficer, be sub-mitted for review and, if satisfactory, approved in writing by the Contracting Officer. The Contractor shall maintain and make available such records as are required by the approved system and murt account for all property until relieved of responsibility therefor in accordance with written instructions of the Contracting Officer.

(e) The Government property shall, unless otherwise provided herein er approved by the Contracting Of ficer, be used only for the performance of this contract.

(f) The Contractor shall mabitain and administer, in accordance with sound industrial practice, a program for the utilization, maintenance, repair, protection, and preservation of Government property until disposed of by the Contractor in accordance with this clause.

In the event that any demage occurs to Government property the risk of which has been assumed by the Government under this contract, the Government shall replace such items or the Contractor shall make such repair of the property as the Government directs: Provided, however, That if the Con-tractor cannot effect such repair within the time required, the Centractor shall dispose of such property in the manner directed by the Contracting Of ficer. The contract price includes no compensation to the Contractor for the ptrformance of any repair or replacement for which the Government is responsible, and an equitahic adjustment will be made in any contractual provisions affect-1 by such repair or replacement of Government property made at the direction of the Govern-in accordance with the procedures provided for in the " Changes" clause of

ment, this contract. Any repair or replacement for which the Contractor is responsible under the provisions of this contract shall be accomplished by the Contractor at his own expense.

(g) Unless otherwise provided in this contract, the Centractor assumes the risk of, and shall be responsible for, any loss of or damage to Government property provided under th_s contract upon its delivery to him or upon passage of title thereto to the Government as provided in paragraph (c) hereof, except for reasonable wear and tear and except to the extent that such property is consumed in the performance of this contract.

(h) The Government, and any persons designated by it, shall at all reasonable times have access to the premises wherein any Government property is located, for the purpose of inspecting the Government property.

(i) Upon the completion of this contract, or at such earlier dates as may be fixed by the Contracting Officer, the Contractor shall submit, in a form acceptable to the Contracting Officer, inventory schedules covering all items of Government property not consumed in the performance of this contract (including any resulting scrap) or not theretofore delivered to the Government, and shall prepare for shipment, delivery f.o.b. origin, or dispose of the Government property, as may be directed or authorized by the Ccntracting Officer. The net proceeds of 32

any such disposal shall be credited to the contract price or shall be paid in such other manner as the Contracting Officer may direct.

(j) Unless otherwise provided herein, the Government:

(1) May abandon any Government property in place, and thereupon alland obligations of the Government regarding such abandoned property shall cease; (2) lias no obligation to the Contractor with regard to restoration or rehabilitation of the Contractor's premises, neither in case of abandonment (paragraph (j)(1), above), disposition on completion of need or of the contract (paragraph (1), above), nor otherwise, except for restoration or rehabilitation costs which are properly included in an equitable adjustment under paragraph (b),

above.

(k) All communications issued pursuant to this clause shall be in writing.

29.

NOTICE TO Tile GOVERNMENT OF LABOR DISPUTES (1-7.203-3)

(a) Whenever the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this contract, the Contractor shall immediately give notice thereof, including all relevant information with respect thereto, to the Contracting Officer.

(b) The Contractor agrees to insert the substance of this clause, including this paragraph (b), in any subcontract hereunder as to which a labor dispute may delay the timely performance of this contract; except that each such subcont ract shall provide that in the event its timely performance is delayed or threatened by delay by an actual or potential labor dispute, the subcontractor shall immediately notify his next higher tier subcontractor, or the Prime Contractor, as the case may be, of all relevant aformation with respect to such disputes.

30.

SUBCONTRACTS. -7.303-12)

(The provisions of this clause do not apply to firm fired-price and fixed price with escalation (economic price adjustment) contracts. The clause does apply to new subtontracts or modifications of existing subcontracts which are necessitated because of unpriced contrac; changes pursuant to the Changes clause or other provisions of this contract.)

(a) As used in this clause, the term " subcontract" includes purchase orders.

(b) The Contractor shall notily the Contracting Officer reasonably in advance of entering into any subcontract if the Contractor's procurement system has not been approved by the Contracting Of ficer and if the subcontract:

(1)

Is to he a cost-reimbursenent, time and materials, or labor-hour contract which it is estimated will involve an amount in excess of ten thousand dollars ($10,000) including any fee; (ii) Is proposed to exceed one hundred ti ausand dollars ($100,000): or 33

(iii)

Is one of a number of subcoctracts, under this contract, with a in the singic subcontractor for the same or related supplies or services which, aggregate, are expected to exceed one hundred thousand dollars ($100,000).

(c) The advance notification required by paragraph (b) above shall include:

(1) A description of the supplies or services to be called for by the subcontract; (ii)

Identification of the proposed subcontractor and an explanation of why and how the proposed subcontractor was selected, including the competition obtained; (iii) The proposed subcontract price, together with the Contractor's cost or price analysis thereof; (iv) The subcontractor's current, complete, and accurate cost or pricing i

data and Certificate of Current Cost or Pricing Data, when such data and cer-tificates are required by other provisions of this contract to be obtained from the subcontractor; (v)

Identification of the type of subcontract to be used; (vi) A memorandum of negotiation which sets forth the principal elements of the subcontract price negotiations.

A copy of this memorandum shall be retained in the Contractor's file for the use of Government reviewing authorities. The memorandum shall be in suf ficient detail to relect the most significant con-siderations controlling the establishment of initial or revised prices. The memorandum should include an explanation of why cost or pricing data was, or required, and, if it was not required in the case of any price negoti-was not ation in excess of $100,000 a atatement of the basis for determining that the price resulted f rom or was based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by lar or regulation.

If cost or pricing data was rubmitted and a certificate of cost or pricing data was required, the memorandum shall reflect the extent to which reliance was not placed upon the factual cost or pricing data submitted and the extent to wbich this data was not used by the Contractor in determining the total price objective and in negotiating the final price. The memorandum shall also reflect the extent to which it was recognized in the negotiation that any cost or pricing data submit-ted by the subcontractor was not accurate, cc mplete, or current:

the action taken by the Contractor and subcontractor as a result; and the effect, if any, of such defective data on the total price negotiated. Where the total price negotiated differs sign'ficantly from the Contractor's total price objective, the memorandum shall explain this difference; (vii) When incentives are used, the memorandum of negotiation shall contain an explanation of the incentive fee profit plan identifying each critical performance element, management decisions used to quantify each incentive element, reasons for incentives on particular performance characteristics, and a brief summary of trade-off possibilities considered as to cost, performance, and time; and 34

(viii) The subcontractor's Disclosure Statement or Certificate relating to Cost Accounting Standards when such data are required by other provisions of this contract to be obtained from the subcontractor.

(d) The Contractor shall not enter into any subcontract for which advance notification to the Contracting Of ficer is required by this clause, without the prior written consent of the Contracting Officer; provided That the Contracting Officer, in his discretion, may ratify in writing any subcontract.

Such rati-fication shall constitute the consent of the Contracting Officer required by this paragraph.

(e) Neither consent by the Contracting Officer to any subcontract or any curement system shall be provisions thereof nor approval of the Contractor's

,r any subcontract price or construed to be a determination of the acceptability of any amount paid under any subcontract or to relieve the Contractor of any responsibility for performing this contract, unless such approval or consent specifically provides otherwise.

1 (f) The Contractor agrees that no subcontract placed under this contract shall provide for payment on a cost-plus-a-percentage-of-cost basis.

31.

PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (1-3.814-1(a))

If any price, including profit or fee, negotiated in connection with this contract or any cost reimbursable under this contract was increased by any significant sums because:

(a) The Contractor furnished cost or pricing data which was not accurate, complete and current as certified in the Contractor's Certificate of Current Cost or Pricing Data; (b) A subcontractor, pursuant to the clause of this contract entitled "Subcotractor Cost or Pricing Data" or " Subcontractor Cost or Pricing Data--

Pric< Adjustments" or any subcontract clause therein required, furnished cost or pricing data which was not accurate, complete and current as certified in the subcontractor's Certificate of Current Cost or Pricing Data; (c) A subcontractor or prospective subcontractor furnished cost or pricing data which was required to be accurate, complete and current and to be submitt ed to support a subcontract cost estimate furnished by the Contractor but which was not accurate, complete and current as of ti.e date certified in the Contractor's Certificate of Current Cost or Pricing Data; or (d) The Contractor or a subcontractor or prospective subcontractor furnished any data, not within (a), (b) or (c) above, which was not accurate as submitted; the price or cost shall be reduced accordingly and the contract shall be modified in writing as may be necessary to reflect such reduction.

Ilowever, any reduction in the contract price due to defective subcontract data of a prospective subcon-tractor when the subcontract was not subsequently awarded to such subcontractor, will be limited to the amount (plus applicable overhead and profit markup) by which the actual subcontract. or actual cost to the Contractor if there was no subcontract, was less than the prospective subcontract cost estimate submitted by 35

the Contractor: Provided, The actual subcontract price was not affected by defective cost or pricing data.

(Note:

Since the contract is subject to reduction under this clause by reason of defective cost or pricing data submitted in connection with certain subcontracts, it 19 expected that the Contractor may wish to include a clause in each such subcontract requiring the subcontractor to appropriately indemnify the Contractor.

It is also expected that any subcontractor subject to such indemnification will generally require substantially similar indemnification for defective cost or pricing data required to be submitted by his low tier sub-contractors.)

32.

PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA - PRICE ADJUSTMENTS (1-3.814-1(b))

(a) This clause shall become operative only with respect to any modification of this contract which involves aggregate increases and/or decreases in costs plus applicabic profits in excess of $100,000 unicss the modification is priced on thei basis of adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation. The right to price reduction under this clause is limited to defects in data relating to such modification.

(b)

If any price, including profit, or fee, negotiated in connection with any price adjustment under this contract was increased by any significant sums because:

(1) The Contractor furnished cost or pricing data which was not accurate, complete and current as certified in the Contractor's certificate of Current Cost or Pricing Data; (2)' A subcontrativi, pursuant to the clause of this contract entitled

" Subcontractor Cost or Pricing Data" or " Subcontractor Cost or Pricing Data--

Price Adjustments" or any subcontract clause therein required, furnished cost or pricing data which was not accurate, complete and current as certified in the subcontractor's Certificate of Current Cost or Pricing Data; (3). A subcontractor or prospective subcontractor furnished cost or pricing data which was required to be accurate, complete and current and to be submitted to support a subcontract cost estimate furnished by the Contractor but which was not accurate, complete and current as of the date certified in the Con-tractor's Certificate of Current Cost or Pricing Data; or (4) The Contractor or a subcontractor or prospective subcontractor furnished any data, not within (1), (2) or (3) above, which was not accurate, as submitted; the price shall be reduced accordingly and the contract shall be modified in writing as may be necessary to reflect such reduction.

Iloweve r,

data of a any reduction in the contract price due to defective subcontract prospective subcontractor, when the subcontract was not subsequently awarded to such subcontractor, will be limited to the amount (plus applicabic overhead and profit markup) by which the actual subcontract, or actual cost to the Contractor if there was no subcontract, was less than the prospective subcontract cost 36

estimate submitted by the Contractor: Provided the actual subcontract price was not affected by defective cost or pricing data.

(Note:

Since the contract is subject to reduction under this clause by reason of defective cost or pricing data submitted in connection with certain subcontracts, it is expected that the Contractor may wish to include a clause in each subcontract requiring the subcontractor to appropriately indemnify the Contractar.

It is also expected that any subcontractor subject to such indem-nification will generally require substantially similar indemnification for defective cost or pricing data required to be submitted by his lower tier subcontractors.)

(c) Failure to agree on a reduction shall be a dispute concerning a question of fact within the meaning of the " Disputes" clause of this contract.

33.

SUBCONTRACTOR COST AND PRICING DATA (1-3.814-3(a))

(a) The Contractor shall require subcontractors hereunder to submit, actually or by specific identification in writing, cost or pricing data under the following circumstances:

(1) Prior to the award of any subcontract the amount of which is expected to exceed $100,000 when entered into; (2) Prior to the pricing of any subcontract modification which involves aggregate increases and/or decreases in costs plus applicable profits expected to exceed $100,000; except where the price is based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation.

(b) The. contractor shall require subcontractors to certify, in substantially the same form as that used in the certificate by the Prime Contractor to the Government, that to the best of their knowledge and belief, the cost and pricing data submitted under (a) above is accurate, complete, and current as of the date of agreement on the negotiated price of the subcontract or subcontract change er modification.

(c) The Contractor shall insert the substance of this clause including this paragraph (c) in each subcontract hereunder which exceeds $100,000 when entered into except where the price thereof is based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation.

In each such expected subcontract hereunder in excess of $100,000, the Contractor shall insert the substance of the following clause:

SUBCONTRACTOR COST OR PRICING DATA -

PRICE ADJUSTMENTS (a) Paragraphs (b) and (c) of this clause shall become operative only with respect to any modification made pursuant to one or more provisions of this contract which involves aggregate increases and/or decreases in costs plus 37

applicable profits expected to exceed $100,000. The requirements of this clause shall be limited to such contract modifications.

(b) The Contractor shall require subcontractors. hereunder to submit, actually or by specific identification in writing, cost or pricing data under the following circumstances:

(1) Prior to award of any subcontract, the amount of which is expected to exceed $100,000 when entered into; (2) Prior to the pricing of any subcontract modification which involves aggregate increases and/or decreases in costs plus applicable profits expected to exceed $100,000; except where the price is based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation.

(c) The Contractor shall require subcontractors to certify, in substan-Lially the same form as that used in the certificate by the Prime Contractor to that to the best of their knowledge and belief the cost and 8

the Government, pricing data submitted under (b) above is accurate, complete, and current as of the date of agreement on the negotiated price of the subcontract or subcontract change or modification.

(d) The Contractor shall insert the substance of this clause including this paragraph (d) in each subcontract hereunder which exceeds $100,000 when entered into.

34.

AUDIT AND RECORDS (1-3.814-2(a)) (9-7.5006.1)

(a) General. The Contracting Officer or his representatives shall have the audit and inspection rights described in the applicable paragraphs (b), (c) and (d) below, (b) Examination of costs.

If this is a negotiated fixed-price type, cost-reimbursement type, incentive, time and materials, labor hour, or price redeter-minable contract, or any combination thereof, the Contractor shall maintain, and the Contracting Officer or his representatives shall have the right to examine books, records, documents, and other evidence and accounting procedures and practices, sufficient to reflect properly all direct and indirect costs of what-ever nature claimed to have incurred and anticipated to be incurred for the performance of this contract. Such right of examination shall include inspection all reasonabic times of the Contractor's plants, or such parts thereof, as may at be engaged in the performance of this contract.

(c) Cost or pricing data.

If the Contractor submitted cost or pricing data in connection with the pricing of this contract or any change or modi ficat ion thereto, unless such pricing was based on adequate price competit ion, established to the catalog or market prices of commercial items sold in substantial quantities general public, or prices set by law or regulation, the Contracting Officer or his representatives who are employees of the finited States Government shall have l

the right to examine all books, records, documents and other data of the Contractor related to the negotiation, pricing or performance of such contract, change or modification, for the purpose of evaluating the accuracy, completeness and currency I

38

of the cost or pricing data submitted. Additionally, in the case of pricing any change or modification exceeding $100,000 to formally advertised contracts, the Comptroller Cencral of the United States or his representatives who ure employees of the United States Covernment shall have such rights. The right of examination shall extend to all documents necessary to permit adequate evaluation of the cost or pricing data submitted, along with the computations and projections used therein.

(d) Availability. The materials described in (b) and (c) above, shall be made available at the office of the Contractor, at all reasonable times, for inspection, audit or reproduction, until the expiration of 3 years from the date 1-20 of final payment under this contract or such lesser time specified in Part of the Federal Procurement Regulations (41 CFR Part 1-20) and for such longer period, if any, as is required by applicable statute, or by other clauses of this contract, or by (1) and (2) below:

(1)

If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for a period of 3 years r

from the date of any resulting final settlement.

(2) Records which relate to appeals under the " Disputes" clause of this contract, or litigation or the settlement of clains arising out of the performance of this contract, shall be made available until such appeals, litigation, or claims have been disposed of.

(c) The Contractor shall insert a clause containing all the provisions of this clause, including this paragraph (c), in all subcontracts hereunder except altered as necessary for proper identification of the centracting parties and the Contracting Officer under the Government prime contract.

(f) Reports. The Contractor shall furnish such progress reports and schedules, financial and cost reports and other reports concerning the work under this co6 tract as the contracting officer may from time to time require.

35.

COST ACCOUNTING STANDARDS (1-3.1204)

(CONTRACTS EXCEEDING $100,000)

(a) Unless the Cost Accounting Standards Board, or the General Services Administration in the case of nondefense contracts, has prescribed rules or regulations exempting the Contractor or this contract from standards, rules, and regulations promulgated pursuant to 50 U.S.C. App. 2168 (P.L.91-379, August 15, 1970), or other statutory authority, the Contractor, in connection with this contract shall:

(1) By submission of a Disclosure Statement, disclose in writing his cost accounting practices as required by regulations of the Cost Accounting Standards Board. The required disclosures must be made prior to contract award unless the Contracting Officer provides a written notice to the Contractor authorizing postaward submission in accordance with regulations of the Cost Accounting Standards Board. The practices disclosed for this cont ract shall he the same as the practices currently disclosed and applied on all other contracts and subcontracts being performed by the Contractor and which contain this Cost 39

Accounting Standards clause.

If the Contractor has notified the Contracting Officer that the Disclosure Statement contains trade secrets and commercial or financial information which is privileged and confidential, the Disclosure Statement will not be released outside of the Government.

(2) Follow consistently the cost accounting practices disclosed pursuant to (1), above, in accumulating and reperting contract performance cost data concerning this contract.

If any change in disclosed practices is made for purposes of any contract or subcontract subject to Cost Accounting Standards Board requirements, the change must be applied prospectively to this contract, and the Disclosure Statement must be amended accordingly.

If the contract price or cost allowance of this contract is affected by such changes, adjustment shall be made in accordance with subparagraph (a)(4) or (a)(5),

below, as appropriate.

(3) Comply with all Cost Accounting Standards in effect on the date of award of this contract or if the Contractor has submitted cost or pricing data on the date of final agreement on price as shown on the Contractor's signed I

certificate of current cost or pricing data.

The Contractor shall also comply with any Cost Accounting Standard which hereafter becomes applicable to a con-tract or subcontract of the Contractor. Such compliance shall be required pro-spectively from the date of applicability to such contract or subcontract.

(4)

(A) Agree to an equitable adjustment (as provided in the Changes clause of this contract, if any) if the contract cost is affected by a change which, pursuant to (3) above, the Contractor is required to riake to his ostab-lished cost accounting practices whether such practices are covered by a Dis-closure Statement or not.

(B) Negotiate with the Contracting Of ficer t o determine the terms and conditions under which a change to either a disclosed cost accounting practice, oth'er than a change under (4)(A), above, may he made.

A change to a practice may be proposed by either the Government or the Contractor, provided, however, that no agreement may be made under this provision that will increase costs paid by the United States.

(5) Agree to an adjustment of the contract price or cost allowance, as appropriate, if he or a subcontractor fails to comply with an applic.able Coct Accounting Standard or to follow any practice disclosed pursuant to subpara-graphs (a)(1) and (a)(2), above, and such failure results in any increased costs paid by the United States. Such adjustment shall provide for recovery of the increased costs to the United States together with interest thereon computed at the rate determined by the Secretary of the Treasury pursuant to p.L 92-41, 85 Stat. 97, or 7 percent per annum, whichever is less, from the time the pay-ment by the United States was made to the time the ad justment is effected.

(b) If the parties fail to agree whether the Centractor or a subcontractor has complied with an applicabic Cost Accounting Standard, rule, or regulation of the Cost Accounting Standards Board and as to any cost adjustment demanded by the United States, such failure to agree shall be a dispute concerning a question of fact within the meaning of the Disputes clause of thic contract.

40

(c) The Contractor shall permit any authorized representattees of the head of the Commission, of the Cost Accounting Standards Board, or of the Comptroller General of the United States to examine and make copies of any documents, papers, or records relating to compliance with the requirements of this cla

,e.

(d) The Contractor shall include in all negotiated subcontracts which he enters into the substance of this clause except paragraph (b), and shall this require such inclusion in all other subcontracts of any tier, except that requirement shall apply only to negotiated subcontracts in excess of $100,000 where the price negotiated is not based on:

(1) Established catalog or market prices of commercial items sold in substantial quantities to the general public; or (2) Prices set by law or regulation, and except that the requirement shall not apply to negotiated subcontracts otherwise exempt froa the require-ment to accept the Cost Accounting Standards clause by reason of 5 331.30(b) of Title 4, Code of Federal Regulations (4 CFR 331. 30(b)) or 5 1-3.1203(a) (2) of Title 41, Code of Federal Regulations (41 CFR 1-3.1203 (a)(2)).

110 wever, if this is a contract with an agency which permits subcontracts to appeal final decisions of the Contracting Officer directly to the head of the agency or his duly authorized representative, then the Contractor shall include the substance of paragraph (b) as well.

NOTE:

(1) Subcontractors shall be required to submit their Disclosure Statements to the Contractor. However, if a subcontractor has previously sub-mitted his Disclosure Statement to a Government Contracting Officer he may satisfy that requirement by certifying to the Contractor the date of such Statement and the address of the Contracting Officer.

(2)

In any case where a subcontractor determines that the Disclosure Statement information is privileged and confidential and declines to provide it to his Contractor or higher tier subcontractor, the Contractor may authorize direct submission of that subcontractor's Disclosure Statement to the same Government of fices to which the Contractor was required to make submission of his Disclosure Statement.

Such authorization shall in no way relieve tle Contractor of liability as provided in paragraph (a)(5) of this clause.

i view of the foregoing and since the contract may be subject to adjustment under this clause by reason of any failure to comply with rules, regulations, and standards of the Cost Accounting Standards Board in connection with covered subcontracts, it is expected that the Contractor may wish to include a clause in each such subcontract requiring the subcontractor to appropriately indemnify the Contractor.

llowever, the inclusion of such a clause and the terms thereof are matters for negotiation and agreement between the Contractor and the subcontractor, provided that they do not conflict with the duties of the contractor under its contract with the Government.

It is also expected that any subcontractor subject to such idemnificatien will generally require substantially similar indemnification to be submitted by his subcontractors.

41

(c) The terms defined in Sec. 331.20 of Part 331 of Title 4, Code of Federal Regulations (4 CFR 331.20) shall have the same meanings herein.

As there defined, a firm fixed-price

" negotiated subcontract" means "any subcontract except

, subcontract made by a Contractor or subcontractor after receiving offers from at 1 cast two firms not associated with each other or such Contractor or subcontractor, providing (1) the solicitation to all competing firms is identical, (2) price is the only consideration in selecting the subcontractor from among the competing firms solicited, and (3) the lowest offer received in compliance with the solicitation from among those solicited is accepted."

36.

ADMINISTRATION OF COST ACCOUNTING STANDARDS (1-3.1204-2) (When applicable)

For the purpose of administering Cost Accounting Standards requirements under this contract the Contractor shall:

(a) Submit to the cognizant contracting officer a description of the accounting change and the general dollar magnitude of the change to reflect the sum of all increases and the sum of all decreases for all contracts containing the Cost Accounting Standards clause:

(1) For any change in cost accounting practices required to comply with a new Cost Accounting Standard in accordance with paragraphs (a)(3) and (a)(4)(A) of the clause of this contract entitled " Cost Accounting Standards" within 60 days (or such other date as may be mutually agreed to) af ter award of a contract requiring such change; (2)

For any change to cost accounting practices proposed in accordance with paragraph (a)(4)(B) of the clause of this contract entitled " Cost Accounting Standards" not less than 60 days (or such other date as may be mutually agreed to) prior to the effective date of the proposed change; or (3) For any failure to comply with an applicable Cost Accounting Standard or to follow a disclosed practice as contemplated by paragraph (a)(5) of the clause of this contract entitled " Cost Accounting Standards" within 60 days (or such other date as may be mutually agreed to) after the date of agreement of such noncompliance by the Contractor.

(b) Submit a cost impact proposal in the form and manner specified by the cognizant contracting officer within 60 days (or such other date as may be mutually agreed to) after the date of determination of the adequacy and compli-ance of a change submitted pursuant to (a) (1), (2) or (3) above.

(c) Agree to appropriate contract and subcontract amendments to reflect adjustments established in accordance with paragraphs (a)(4) and (a)(5) of the clause of this contract entitled " Cost Accounting Standards."

(d) Include the substance of this clause in all negotiated subcontracts containing the clause entitled " Cost Accounting Standards."

In addition, include a provision in these subcontracts which will require such subcontractors, within thirty (30) days after receipt of award, to submit the following information to the contracting officer cognizant of the subcontractor's facility:

42

(1) Subcontractor's name and subcontract number; (2) Dollar amount and date of award; (3) Name of Contractor making the award; and (4) A statement as to whether the subcontractor has made or proposes to make any changes to accounting practices that affect prine contracts or sub-contracts containing the Cost Accounting Standards clause, unless such changes have already been reported.

If award of the subcontract results in making a Cest Accounting Standard (s) effective for the first time this shall also be reported.

(e)

In the event an adjustment is required to be made to any subcontract hereunder, notify the cognizant contracting officer in writing of such adjustment and fee of this contract, and agree to an adjustment in the price or estimated cost Such as appropriate, based upon the adjustment established under subcontract.

notice shall be given within 30 days after receipt of the proposed subcontract adjustment, and shall include a proposal for adjustment to such higher tier i

subcontract or prime contract, as appropriate.

(f) When the Cost Accounting Standards clause and this clause are included in subcontracts, the term " contracting officer" shall be suitably altered to identify the purchaser.

37.

PREFERENCE FOR U.S. FLAG AIR CARRIERS (1-1.323-2)

(a)

Pub. L.93-623 requires that all Federal agencies and Government con-tractors and subcontractors will use U.S. flag air carriers for internationalthe air transportation of personnel (and their personal ef fects) or property to extent service by such carriers is available.

It further provides that the Comptroller General of the United Statea shall disallow any expenditure from appropriated 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 inter-national air transportation of personnel (and their personal effects) 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 will include a certification on vouchers involving such transportation uhich is essentially as follows:

CERTIFICATION OF UNAVAILABILITY OF U.S.

FLAG AIR CARRIERS I hereby certify that transportation service for personnel (and their for personal effects) or property by certificated air carrier was unavailable the following reasons:I(state reasons).

ISee Federal Procurement Regulations (41 CFR 1-1.323-3) or section 1-336.2 of the Armed Services Procurement Regulatinns, as applicable.

43

(d) The terms used in this clause have the following meanings:

(1) " International air transportation" means transportation of persons (and their personal effects) or property by air between a place in the United States and a place outside thereof or between two places both of which are outside the United States.

(2)

"U.S. flag air carrier" means one of a class of air carriers holding a certificate of public convenience and necessity issued by the Civil Aeronautics Board, approved by the President, authorizing operations between the United States and/or its territories and one or more foreign countries.

(3) The term " United States" includes the fifty states, Commonwealth of Puerto Rico, possessions of the United States, and the District of Columbia.

(e) The contractor shall include the substance of this clause, including this paragraph (e), in each subcontract or purchase hereunder which may involve t

international air transportation.

38.

NOTICE REGARDING LATE DELIVERY (1-7.204-4)

In the event the Contractor encounters difficulty in meeting the performance requirements, or anticipaten difficulty in complying with the contract delivery schedule or date, the Contractor shall immediately notify the Contracting Of ficer thereof in writing, giving pertinent details, including the date by which it expects to complete performance or make delivery: Provided, however, that this data shall be informational only in character and that receipt thereof shall not he construed as a waiver by the Goverament of any contract delivery schedule or date, or any rights or remedies provided by law or under this contract.

39.

KEY PERSONNEL (1-7.304-6)

The personnel specified in this contract are considered to be essential to the work being performed hereunder. Prior to diverting any of the specified individuals to other programs, the Contractor shall notify the Contracting Of ficer reasonably in advance and shall submit justification (including pro-posed substitutions) in sufficient detail to permit evaluation of the impact on the program. No diversion shall be made by the Contractor without the written consent of the Contracting Officer: Provided, That the Contracting Officer may ratify in writing such diversion and such ratification shall constitute the consent of the Contracting Officer required by this clause. The attachment to this contract may be amended from time to time during the course of the contract to either add or delete personnel, as appropriate.

40.

FEDERAL, STATE, AND LOCAL TAXES (1-11. 401 (c ))

(a) Except as may be otherwise provided in this cont ract, the contract price includes all applicable Federal, State, and local taxes and duties.

(b) Nevertheless, with respect to any Federal excise tax or duty on the transactions or property covered by this contract, if a statute, court decision, written ruling, or regulation takes effect after the contract date, and-44

(1) Results in the Contractor being required to pay or bear the bur-den 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 con-price shall be increased by the amount of such tax or duty or rate increase:

tract Provided, That the Contractor if requested by the contracting officer, warrants in writing that no amount for such newly imposed Federal excise tax or duty or increase was included in the contract price as a contingency reserve or rate otherwise; or (2) Results in the Contractor not being required to pay or hear the burden of, or in his obtaining a refund or drawback of, any such Federal excise tax or duty which would otherwise have been payable on such transactions or the con-property or which was the basis of an increase in the contract price, tract price shall be decreased by the amount of the relief, refund, or drawback, or that 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 obtaini a refund or drawback of, any such Federal excise tax or duty.

(c) No adjustment pursuant to paragraph (b) above will be made under this contract unless the aggregate amount thereof is or may reasonably be expected to be over $100.

(d) As used in paragraph (b) above, the term " contract date" means the date set for the bid opening, or if. this is a negotiated contract, the date of thir contract. As to additional supplies or services procured by modification to this conEract, the term " contract date" means the date of such modification.

~

1 (c) Unless there does not exist any reasonable basis t o sustain an exemption, the Government, upon request of the Contractor, without further liability, agrees, except as otherwise provided in this contract, to furnish evidence appropriate to establish exemption f rom any tax which the Contractor warrants in writing was excluded f rom the contract price.

In addition, the Contracting Officer may furnish evidence to establish exemption from any tax that mav, pursuant to this clause, give rise to either an increase or decrease in the contract price.

Except as otherwise provided in this contract, evidence appropriate to establish exemption from duties will be furnished only at the discretion of the Contracting Officer.

(f) The Contractor hall 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 Officer.

41.

COPYRIGilT (9-9. 5103 (d ) )

(a) The contractor (1) agrees that the Commission shall determine the disposition of the title to and the rights under any copyright secured by the contractor or its employees on copyrightable material first produced or composed 45

under this contract and (ii) hereby grants to the Government a royalty-free, nonexclusive, irrevocable license to reproduce, translate, publish, use and dispose of, and to authorize others so to do, all copyrighted or copyrightable work not first produced or composed by the contractor in the performance of this contract but which is incorporated in the material furnished under the contract, provided that such license shall be only to the extent the contractor now has, or prior to the completion or final settlement of the contract may acquire the right to grant such license without becoming liable to pay compensation to others solely because of such grant.

(b) The contractor agrees that it will not include any copyrighted material in any written or copyrightable material furnished or delivered under this contract without a license as previded for in paragraph (a)(ii) hereof or without the consent of the copyright owner, unless specific written approval of the Contracting Of ficer for the inclusion of such copyrighted material is secured.

(c) The contractor agrees to report in writing to the Commission, promptly and in reasonable detail, any notice or claim or copyright infringement received by the contractor with respect to any material delivered under this contract.

42.

COPYRIGilT INDEMNIFICATION OF GOVERNMENT (9-9.5104)

Except as otherwise provided, the contractor agrees to indemnify the Govern-ment, its officers, agents, servants, and employees against liability, including costs and expenses for the infringement of any copyright in any work protected under the copyright laws of the United States arising out of the performann of this contract, including the reproduction, translation, publication or use of any such copyright material.

43.

PATENT INDEMNITY (9-9.5009(c))

The contractor agrees to indemnify the Government, its officers, agents, servants and employees against liability of any kind (including costs and expen-res incurred) for the use of any invention or discovery and for the infringement or 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.

44.

PERMITS (9-7.5006-48)

Except as otherwise directed by the Contracting Officer, 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.

45.

SAFETY, HEALTH, AND FIRE PROTECTION (9-7.5006-47)

The contractor shall take all reasonable precautions in the performance of the work under this contract to protect the health and safety of employees and of members of the public and to minimize danger from all ha7ards to life and 46

property and shall comply with all health, safety, and fire protection regulations and requirements (including reporting requirements) of the Commission and the Department of Labor.

In the event that the contractor fails to comply with said regulations or requirements, the Contracting Of ficer may, without prejudice to any other legal or contractual rights of the Commission, issue an order stopping all or any part of the work; thereafter a start order for resumption of work may be issued at the discretion of the Contracting Officer. The contractor shall make no claim for an extension of time or for compensation or damages by reason of or in connection with such work stoppage.

46.

SECURITY (9-7.5004-11 MODIFIED)

(a) Contractor's dury 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 information and protecting against sabotage, espionage, loss and.

theft, the classified documents and material in the contractor's possession in i

connection with the performance of work under this contract.

Except as otherwise expressly provided in this contract, the contractor shall, upon completien or termination of this contract, transmit to the Commission any classified matter in the possession of the contractor or any person under the contractor'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 items 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 Con-tracting 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 regulations and requirements of the Commission.

(c) Definition of Restricted Data. The term " Restricted Data," as used in this clause, means all data concerning (1) design, manuf acture, or utilization of atomic weapons; (2) the production of special nuclear naterial; 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 f rom the Restricted Data category under section 142d of the Atomic Energy Act of 1954, as amended.

(e) Security cleara.cc of personnel. The Contractor shall not permit any individual to have access to Restricted Data, Formerly Restricted Data, or other 47

classified information, 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 information to which access is required.

(f) Criminal 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 criminal Itability under the laws of the United States.

(See the Atomic Energy Act of 1954; as amended, 42 U.S.C. 2011 et seq.; 18 U.S.C. 793 and 974; and Executive Order 11652.)

(g) Subcontracts and purchase orders.

Except as otherwise authorized in writing by the Contracting Officer, the contractor shall insert provisions simi-lar to the foregoing in all subcontracts and purchase orders under this contract.

(h)

In the performance of the work under this contract, the contracter shall 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 classified documents, material, or equipment in accordance with classification guidance furnished to such suh-contractor or supplier by the contractor.

47.

PRItATE USE OF CONTRACT INFORMATION AND DATA (9-7.5006-59)

Except as specifically authorized by this contract, or as otherwise approved by the Contracting Officer, information and other data developed or acquired by or furnished the contractor in the performance of this contract, shall be used only in connection with the work under this contract.

48.

DRAWINGS, DESIGNS, SPECIFICATIONS (9-7.5006-13)

All drawings, sketches, designs, design data, specifications, notebooks, technical and scientific data, and all photographs, negatives, reports, findings, recommendations, data and memoranda of every description relating thereto, as well as all copies of the foregoing relating to the work or any part thereof, shall be subject to inspection by the Commission at all reasonable *1mes (for which inspection the proper facilities shall be afforded the Commission by the contractor and its subcontractors), shall be the property of the Government and nay he used by the Government for any purpose whatsover without any claim on the part of t he contractor and its subcontractors and vendors for additional conpensation and shall, subject to the right of the contractor to retain a copy of said material for its own use, be delivered to the Government, or otherwise disposed of by the cont ract or either as the Contracting Officer may from time to time direct during the progress of the work or in any event as the Contracting Of ficer shall direct upon completion or termination of this contract. The contractor's right of retention and use shall be subject to the security, patent, and use of information provisions, if any, of this contract.

48

49.

AUTHORIZED REPRESENTATIVE The Contracting Officec may designate an authorized representative under this contract for the purpose of assuring that servicos required under the contract are ordered and delivered in accordance therewith.

Such representa-tive as may be appointed will be specifically designated in writing to the Contractor from the Contracting Officer, including the extent of such designee's authority.

49

4 a

50.

STOP WORK ORDER (a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of ninety (90) days after the order is delivered to the Contractor, and for any further period at which the parties may agree.

Any such order shall be specifically identified as a Stop Work Order issued pursuant to this clause.

Upon 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 after a stop work order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either:

(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 prior 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.

50

51.

PUBLICATION AND PUBLICITY Unless otherwise specified in this contract, the Contractor is encouraged to publish and make available through accepted channels the results of its work under this contract.

The Contractor shall submit a copy of each article or other 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 Officer 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 which this publication.is based was performed pursuant to Contract (insert number) with the (insert name of constituent agency), U. S. Nuclear Regulatory Commission."

Either Clause No. 52 entitled " Dissemination of Contract Information" or Clause No. 51 is for application but not both.

In the absence of a clear delineation, Clause No. 51 applies.

52.

DISSEMINATION OF CONTRACT INFORMATION The Contractor shall.not publish, permit to be published, or distribute for public consumption, any 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.

51

o..

53.

WORK FOR OTHERS Notwithstanding any other provision of this contract, during the term of this contract, the contractor agrees to forego entering into consulting or other contractual arrangements with any firm or organization, the result of which may give rise to an actual or apparent conflict of interest with respect to the work being performed under this contract.

The contractor shall insure that all employees designated as key personnel if any, under this contract abide by the provisions of this clause.

If the contractor believes with respect to itself or any such employee that any proposed consultant or other centractual arrangement with any firm or organization may involve a possible conflict of interest, the cnntractor shall obtain the written approval of the Contracting Officer prior to execution of such contractual arrangement.

52

s,,,

~*

SPECIAL CLAUSE 3 FOR PRI iE CCMTP1,C*S C. MVfST Mo. 5"7 (1)

The parties agree that the O OO hereinafter called " Contractor") 'shall for Mnd in the stead of the Small Business Administration fulfill and perforn all of the require-ments of this Prime Contract for the consideration stated herein.

(2)

By subcontracting, pursuant to the provisiens of Section 8(a) of the Stall Business Act, 15 USC 637(a) (1), as amended, the Small Business Administration (hereinafter called SBA) agrees to furnish the services set forth in this contract according to the specifications hereof.

(3)

It is understood and agreed that in the event SBA does not award subcontracts for the perfor=ance of all or part of the work hereunder, this contract may be terminated in whole or in part without cost to either party.

(4)

The general provisions of this con ract are not operat:.ve between SBA and thehtA.g.[#_%dM b im 'but they are applicable to SBA's subcontrRtor.

Q (5)

SEA has delegated to the tuM'+

M n

w (hcreinaf ter called wRL the4esponsibiUty for administering its subcontract hereundar.

This includes issuanc2 of ordars, inspection, and acceptance y Q R GL.,

Representatives and direct payment by MRO (6)

For the pur2cses of this contract the reference to "his duly authorized representative" in the " Disputes" clauses of this contract shall be deemed to refer to the MQo_

(7)

It is further agreed that S3A will be continucusly apprised by the Contracting Officer administering the subcontract as to the progress and performance of its contractor.

No action that could possibly lead to the ternination of the contract for " Default" or for "Convenienca

~ of the Government" shall be taken by said Contracting Officer or his authorized Representative without prior consultation with the SBA.

(8)

It is understood and agreed that SEA's ' contractor shall have the right of appealing decisions of the Procure =ent Contracting Officer, or his authorized Representative, as cognizable under the " Disputes" clause of this contract.

(9)

Insurance and/or bonding requirerents, if any, do not apply to SBA, but SSA will require bonds fron its contractor as required to protect the interests of the Government.

(10)

It is agrced that tha provisien; o f the "Tc r:-i: :/. ion T.,r Convenicaca,"

"Ch:ngas," "Dispu:e:," "C:faul:" and "Pric: R: Cut. on" clau;a: uhich a re includ:d i:- the c:ntract b :tuaca the SOA and its contractor chall be invo::cd in a::-'r:griate ca:2: Sen re iuested by th : Proc'.re=ent C ntracting Cfficer or his authori.::d M:prasnt:'._v2.

If 1.h: SCT. d:? 2 not agree with the request of the Pro:urc=2n: Contracting Officer or his authcri:ed tapresentati/e, the case shall bn ref:rr:d to the o.J h o 0

for d: cision.

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