ML19282D123
| ML19282D123 | |
| Person / Time | |
|---|---|
| Issue date: | 04/30/1979 |
| From: | Mattia M NRC OFFICE OF ADMINISTRATION (ADM), SMALL BUSINESS ADMINISTRATION, SOCIAL RESEARCH APPLICATIONS CORP. |
| To: | |
| Shared Package | |
| ML19282D121 | List: |
| References | |
| CON-NRC-10-79-381 NUDOCS 7905140179 | |
| Download: ML19282D123 (70) | |
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1030 15th Street, N.W., Suite 250 Washington, DC 20555 Washington, DC 20417
- s. CONTRACTOR CODE l FACILIT)' CODE 9 D,5cOUNI POR PllOMPT PAYMtNT NAME AND ADDRESS Social Research' Applications Corporat n
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- 12. PAYMENT WILL BE MADE SY CODE i t. 5 HIP TO/ MARK FOR CODE l U.S. Nuclear Regulatory Ccanission U.S. Nuclear Regulatory CcxTmission Attn:
A. R. Frost, Jr., ADPS Office of the Controller, Division of Accounting Washington, DC 20555 Washington, DC 20555 O io o s c. 230. i.x i is. rais PiocuneutNr wAs O Aoviaristo. B ><icotiArro. ruesuA~r 10:
@ 4: u.s.c. 252 <<x 1;5 and 15 U.S.C. 637 (a) 14 ACCOUNTING AND APPROPRI ATION DATA APPROPRIATION SYMBOL B&R SYMBOL A9]UNf 31 X 0200.409 43-20-25-702
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ITE M NO SUPPtlE S / Si tvlCE S OUANilfY UNIT UNIT PRICE AMOUNT IMPLEMEtEATION OF MODIFICATIONS 'IO TIIE NBC cot 7fRACT INFORMATION SYSTEM IN ACCORDANCE WITII SOCIAL RESEARCII APPLICATIONS CORMPATION'S PROPOSAIS ON BE!IAIE OF SBA DATED FEBRUARY 9, 1979 AND MARCII 16, 1979, INCORPORATED IIEREIN BY REFERENCE, AND AS FURTIIER STATED IIEREIN.
21-TOrAL AMOUNT OF CONTR ACT $ 36,524.00 CONT +: ACTING OTFICER IT'lLL CO.MPLETE BLOCK 22 OR 26 AS APPLICABLE 2s Awnao iC..s,act.r us
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Page 2 SPECIAL 8(a) SUBCONTRACT CONDITIONS The Small Business Administration (SBA) has entered into Contract No. NRC-10-79-381with 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 hereof.
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.
. Social Research 7pplications Corporation hereafter referred to as the subcontractor, agrees and acknowledges as follows:
That he will, for and on the beh.alf of the SBA fulfill and perform a.
all of the requirements of Contract No. NRC-10-79-381 for the consideration stated therein and that he has read and is familiar
.with each and nyery 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 performanc.e 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, b g e
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i966 ra c' i
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- 32. PAYMENT WILL BE MADE BY Coof U.S. Nuclear Regulatory Comtission U.S. Nuclear Regulatory Ctmnission Attn:
A. R. Prost, Jr., ADPS Office of the Controller, Division of Accounting Washington, DC 20555 Washington, DC 20555 Q lo u s.C. 2204 f.X 3 ADvtRfl5ED, O ~icoti^rto. ru suA~r to.
4 THis PROCUREMENT WAS gg,, U.,c.,,, y,15 and 15 U.S.c. 637 (a)
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fit M NO SUPPtit s/ $t avtCf 3 Q U A NI.T Y UNIT UNIT PflCE AMOUNT FABLE OF CONTENTS THE FOLLOWING CHECKED SECTIONS ARE CONTAINED IN THE CONTRACT 6EC PAGE SEC PAGE PART I - GENERAL INSTRUCTIONS H'
Deliverles or Performance A
Cover Sheet 1
I Insoection and Acceptance 8
Contract Form and Representa-J Special Prov1sions 8
8 tions, Certifications, and Contract Administration Other Statements of Offeror x
Data 10 C
Instructions, Conditions, and Notices to Offerors D
Evaluation and Award Factors L
i i.,d 3rovisions 10 s
PART II - THE SCHEDULE
'. PAf.: III-LIST OF E
_ Supplies / Services and Pr_ ices 2
DOC'#tENiS AND ATTACH-F Descriotions/ Specifications 3
M E ' ' S_
Preservation / Packaging Liso of Mcuments and Packing 7
M A'tachments 10 G
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rorAt AmouNr or coNTnAct s36,524.00 CONTRACTING OFFICER it'lLL CO.\\tPLETE 3 LOCK 22 OR 2G AS APP 11 CABLE 22.
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'STAN*)A/O TON 36, JULY 1966 FID.,ut snoces newws:ur on CONTINUATION SHEET tJC-10-79-381 2
ce~t 7 %. StG. di (FR) I - l'6.10 3
. w e c, o,rne. on co m u ace I. RIME: Small Business Administration StJBCo?7rPICIOR:_ Social _ResearchJ g licatio7s A rporation if EM tJO.
SUPPL!ES/SERvlCES QUANilTY UNff UNIT FAICE AMOUNT PART II - TIIE SCHEDULE SECTION E - SUPPLIES / SERVICES AfD PRICES Contractor shall perfoun the services and furnis 1 the documentation for the Inplcsrentation of bbdifications to the rmC Contract Infonmtion System as specified and in accordance with SDerION F.
1 TASK I - Planning and Analysis 1
lot $ 2,386.00
$ 2,386.00 2
TASK II - Conversion 1
lot $ 2,864.00
$ 2,864.00 3
TASK III - Coding and Debug Tests 1
lot $ 7,160.00
$ 7,160.00 4
TASK IV - System Test 1
lot $13,850.00
$13,850.00 5
TASK V - Training and Manuals ~
l lot $ 1,614.00 S'1,'614.00 6
TASK VI - Inplcstentation 1
lot $ 5,650.00
$ 5,650.00 7
TASK VII - Progress Reporting 12 ca 250.00
$ 3,000.00 a.ios m_.-nu...
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Contract Ib. IK-10-79-381 Page 3 SIrrION P - DESCRIPTIONS /SPEEIFICATIONS F.1 The Contractor shall provide all personnel, facilities and eqt.ipnent, except as specified herein, required to accaTplish the implanentation of modifications to the ImC Contract Informtion Systan as specified in Social Research 7pplication's Analysis Poport dated December 8,1978, and in accordance with the following tasks:
F.1.1 TASK I - PIA!dItG AND AtaLYSIS
'Ihis task my be accarplished concurrently with TASK II, Subsection F.1.2.
The Contractor shall prepare a detailed plan and schedule for all subsequent tasks of the contract which shall be subnitted for review and approval by the Contracting Officer's Autlerized Pepresentative (COAR) prior to initiation of TASK III, Subsection F.1.3.
As a result of.this task, the Contractor shall provide:
1.
Data Base Conversion Specifications;
~
2.
Conversion Plan and Schedule; 3.
Systan Test Plan and Schedule; and a 4.
Training Plan, Schedule and Course Outline.
The ISC ADP Support Staff and the Division of Contracts personnel will assist the Contractor in the activities in the plans and schedules.
All schedules shall be accarpanied by CWIIT Charts.
F.1. 2 TASK IT - COhVERSION Upon ca:pletion of TASK I, Subsection F.1.1.and prior to -..
TASK IV, Subsection F.1.4, the Contractor shall. convert production files to new Data Base fonnats for Systan Testing. Converted files shall be separate fran production files. The current production files shall be maintained without interruption throughout the test phase.
The Contractor shall identify in the conversion plan, all additional data or data changes which will be resolved by the NRC Division of Contracts for creation of the new data base.
As a result of this task, the Contractor shall provide listings of each file before and after conversion. These listings shall be reviewed and approved by the COAR and the NRC Division of Contracts prior to Systen Test, TASK IV, Subsection F.1.4.
Contract Ib. ImC-10-79-381 Page 4 SEr.TIQ4 F - DESCRIPTIONS /SPIIIFICATIONS (Continued) r F.1. 3 TASK III - CODIIG AND DEBUG TESTS +
This task may be acomplished concurrently with TASK I, Subsection F.1.1.
TASK I, Subsection F.1.1 and TASK II, Subsection F.1.2 shall be empleted and approved by the 03AR before the Contractor proceeds to TASK IV, Subsection F.1.4.,
Record Sheet - Revised as of March 15, 1979, attached hereto as AttachTent M.l.1, shall be substituted for the revised Record Sheet in the Analysis Report, Tab 2.
e---
The Contractor shall create separate Test Data Base for -all dchug tests.
Ib testing shall be accomplished using production files, programs, or libraries. Duplicate set of production programs shall be established by the Contractor where necessary for testing.
As a result; of this task, the Contractor shall provide program listings with data maps, procedure traps and cross references listings.
_ _. _.. _ _ _ _ - ~. -. _.. _ - - - --._.
F.1.4 TASK IV - SYSTEM TEST The systs test shall be accmplished in accordance with the test plan and schedule produced under TASK I, Subsection F.1.1.
Prior to thp system test, the contractor shall submit the first draft of the User's Manual and the System Paintenance Manual for review and approval of the OJAR. System Test shall not occmance until the draft manuals have been approved by the CQAR.
Representatives frm the NRC ADP Support Staff and the Division of Contracts will participate in the system test, along with the Contractor.
Test data will be created by the IEC Division of, Contracts.
Two (2) separate system tests shall be run, one test primarily for NDC Division of Contracts' personnel and one test priIrarily for IEC ADP Support Staff personnel.
Every systcm function, including those not changed under this contract, shall be tested.
During the course of the system tests, the Contractor shall maintain a record of any probims encountered. At the conclusion of the tests, the Contractor shall submit a test analysis report along with a plan and schedule for resolution of all problems, to include dates for any necessary additional system tests.
Contract Ib. tac-10-79-381 E
g Page 5 SDCTIQ1 F - DESCRIFFIONS/SPECIFICATIQ1S (Continued)
F.1.5 TASK V - TRAININ3 AND MAtAJAIS Training in the use of the systcIn shall be conducted by the Contractor for personnel frts the NRC ADP Support Staff and the Division of Contracts.
'Ihe first training session shall be informal training for the Division of Contracts' Ccnputer System Aide. The second training session shall be forrn1 training for Division of Contracts' personnel. The third training session shall be infoninl training for ADP Support Staff personnel.
(burse Outline for the fonnal training shall be produced under. TASK I, Subsection F.1.1, and approvcd by the COAR in advance of any training.
A second draft of the User's Manual and the System Paintenance Fanual shall be provided for review and approval of the COW in advance of any training.
All training shall be conducted on-site at the NBC Division of Contracts' office, 7915 Eastern Avenue, Silver Spring, Maryland at tines and dates nutually agreed upon by the Contractor and the C0tW.
F.1.6 TASK VI - IMPIE E?rATIQ4 Upon satisfactory ccnpletion of all system testing and training, the Contractor shall acccnplish all activities necessary for implementing the Revised contract Information System into production.
Included in this task shall be the follcwing activities:
1.
Establish:n_nt of new program libraries; 2.
Final listings of all programs and procedures;
. 3.
Any necessary data conversions;
=
4.
Backup of all old data files, programs and procedures; and 5.
Issuance of User's Fanual and System Paintenance Fanual.
Contract No. faC-10-79-381 Page 6 Sfffl0N F - DESCRIPTICUS/SPIIIFIC7& IONS (Continued)
P.l.7 TASK VII - PROGRESS FEPORTIIG Twice a month, written progress reports shall be subnitted to the COM for review. The progress reports shall be due on the first and fifteenth day of each tronth.
The progress reports shall include the following itans:
1.
Project Name and Contract NuTher; 2.
Identification of each task and personnel assigned; 3.
Current Status of each task; 4.
Progress since previous report; 5.
Anticipated progress during next reporting period; 6.
Problans encounter 6d or anticipated and schedule impact; 2
7.
Resolution of any previously reported problems; and 8.
GNIIT Charts.
A Project Status Meeting shall be held within two (2) days after receipt by the COAR of the Contractor's written progress report. The antractor's Projcct Manager shall be prepared to discuss all items covered in the progress report and shall be prepared to give a brief oral presentation of the systan's progress.
F.2 STANDARDS All applicable Federal Infonration Processing Standards (FIPS Publications) shall be ocuplied with.
F.3 FACILITIES AND FT)UIPMENT All necessary ccuputer tine connected with the work to be performed under this contract will be supplied by ISC utilizing the Carputer Facility of the National Institutes of Health. All camputer usage will be via rarote tenninals.
Office space, equip:ent and supplies will be supplied by the lac to the Contractor as needed.
Contract Ib. ImC-10-79-381 Page 7 SECTIOJ G - PRFSERVATIQJ/PACKlGIIE/PICKItE G.1 Paterial to be delivered under this contract shall be packed for ship:ent in such a nunner that will insure acceptance by ccrmon carrier and safe delivery at destination. Containers and closures shall ccxrply with the regulations of the carrier as applicable to the node of transportation.
SECTION !! - DELIVERIES OR PERFORNCE,
II.1 PERIOD GP PERFORWCE The period of perfonmnce under this contract shall be frm the effective date of the contract and continue for six (6) nonths thereafter.
II. 2 TIME OF DELIVERY Itm tbs. 1 through 7 shall be furnished in accordance with the following:
ITFM IJO.
QUANTITY TIME OF DELIVERY It s Ib. l'
- TASK I 3 each '
Within thirty (30) days -
l.
Data Base Conversion after effective date of Specifications contract 2.
Conversion Plan and Schedule 3.
Systm 'Ibst Plan ::.
and Schedule 4.
Training Plan, Schedule arrl Course Outline Item Ib. 2 - TTSK II 1 each Within sixty l.
Converted Production (60) days after effective Files date of contract Item tb. 3 - TASK III 1 each Within one hundred twenty 1.
Program Listings and (120) days after effective Cross References Listings date of contract Its Ib. 4 - TASK IV 1.
First Draft of User's 3 each Within one hundred five (105)
Panual and Systm days after effective date of Paintenance Fanual contract 2.
Test Analysis Report 3 each Within one hundred forty-five (145) days after effective date of contract O
Contract ?b.13C-10-79-381 Page 8 SDCTIO111 - DELIVERIES OR PERPORMA!CE (Continued)
- 11. 2 TIME OF DELIVERY (Continued)
ITC4 !10.
QUANTITY TIME OF DELIVERY Itm !b. 5 - TASK V 1.
Sedond Draft of User's 3 each Within one hundred forty Fbnual and Syst m (140) days after effective Fbintenan Manual date of contract 2.
Training Session 1 session Within one hundred for Division of Contracts' (100) days after effective date of contract Carputer System Aide 3.
Training Session 1 session Within one hundred fifty for Division of Contracts' (150) days after effective Personnel date of contract 4.
Training Session 1 session Within one hundred fifty-five for ADP Support Staff (155) days after effective date of contract Item Ib. 6 - TASK VI 1.
IJew Program Libraries 1 each Within one hundred eighty 2.
Final Listings of all 1 each (180) days after effecti0e Programs and Procedures date of contract 3.
User's Manual 2 each 4.
System Fhintenance Ibnual 2 each Item tb. 7 - TASK VII 3 each 1st and 15th of eachironth 1.
Progress Reports II.3 PUCE OF DELIVERY The articles to be furnished hereunder shall te delivered all transportation charges paid by thd Contractor to:
U.S. Nuclear Regulatory Ca$nission Attn: Mr. A. R. Frost, Jr., ADPS Washington, DC 20555 STFIOT I - INSPECTIGJ AND ACX'EPLYJCE 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 S T rIGJ F at destination by the contracting Officer or his Authorized Representative.
STrIQ4 J - SPICIAL PROVISIGJS J.1 PERSO21EL QUALIFICATIONS All ADP personnel assigned to this w ntract shall have ex p ience using IP14 370 cmputers utilizing TSO, COBOL, WYLEUR, and renote terminals.
The Contracting Officer or his Authorized Representative reserves the right to approve assignnent or reassigreent of Contractor personnel for the work to be performed hereunder during the contract period of perfonrance.
Centract !b. IIPC-10-79-301 Page 9 SIrTION J - SPITIAL PRC7ISIONS (Continued)
J.2 PROPRIETARY IITOIWsTION In connection with the performnce of work under this contract, the Ccmnission my furnish for the contractor's revicu and evaluation or other use, cer*&
trade secrets or confidential or privileged ccamcial or. financial infomation.
The Contractor shall hold such infonration in confidence and except as my be necessary under the tems of this contract, the contractor will not directly, indirectly, or otherwise, use, disclose, duplicate or disscsunate the infomatica The Contractor will in whole or in part to any other person or organization.
return this infomation to the Ccmaission at the conclusion of the Contractor's use.
Tne Contractor shall also be responsible for safeguarchng fran unauthorizcd disclosure any infomation or other docum2nts and mterial es:crat frcm public disclosure by Ccmnission's Reculations and mde available,to th'e Ccntractor in connection with the perfonrance of work under this contract.
Tne Contractor agrees to confora to au regulations, recuircrents, and directions of the Ccmission with respect to all such mterial noted alxwe.
CGFRE.T-FUIMSIIED EForATION C3 FICPI2CY J.3 forth Cpon award of the contract, the IPC will furnish the accments set balcw:
Progran listings of all progra:rs in the current CIS 1.
File definitions of all files in the current CIS 2.
Pit ance
,1;RC's User's Operations Manual (CON-yS/ E6) and Program a n
, 3, Fanual (CON-007,D3 22-of the c;x2 ration and specifications of the current CIS 4.
1;DI Ccnputer Facilit'.f User's l'anual 150 and Wylbur User's ranuals 5.
RiiB249 Routines Panual (terminal input-output routines) 6.
f;RC will also supply all necessary computer time connected with the work as sp in Section F, Subsection F.3.
The above cited Government-furnished material is provided for such informatio assistance us it may provide the Contractor with regard to th work to be performed.
The above cited Government-furnished material shall be return the fluclear Regulatory Commission after completion of the contract in accordance the Centractor.
with SECTI0li F.
Contract No. NIC-10-79-381 Page 10 SECTIQ4 K - CGfrRACT IaiINISTRATION D7dA K.1 AUTHORIZED REPRESE!ITATIVE The Contracting Officer may designate an Authorized Representative 3
for the purpose of assuring that the services required under this i
Such contract are ordered and delivered in accordance therewith.
representative as Iray be appointed will be specifically designated in writing to the Contractor frm the Contracting Officer, including i
the extent of such designee's authority.
f SECTION L - GENERAL PROVISIONS L.1 This contract is subject to the Fixed Price Research and Developaent Contract General Provisions, Revision Date February 15, 1978, attached hereto as Attachment 2 and made a part hereof by this reference, and as modified as follows-L.l.1 Clause 31 entitled " Price Reduction for Defective Cost or Pricing Data" is deleted in its entirety.
4 L.l.2 Clause 32 entitled " Price Peduction for Defective Cost or Pricing Data -
l Price Mmust2mnts" is deleted in its entirety.
Clause 33 entitled " Subcontractor Cost and Pricing Data? is deleted L.l.3 in its entirety.
L.l.4 Clause 36 entitled "Mministration 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 entitled "Special 8(a) Contract Conditions" is added as Clause 54.
PARr III - LIST OF D&lD E7PS AND ATrt M EITS SIITION M - LIST OF DOCDE7FS AND ATLME7FS M.l.1 Record Sheet - Revised as of I' arch. 15, 1979, AttacIrent 1 M.l.2 Fixed Price Research and Develognent Contract General Provisions, Revision Date February 15, 1978, and tradifications thereto'
- 4 e
SPEC ~AL CtAUSE3 FOP. P?r'.E CO':TPAC"5 (1) The parties agree that the dt2/d / b,2 ni,
/pf9 2<r fep5 d7.
~
Ciereinaf ter called " Contractor") shall for and in 'the stead of the Scall Business Administration fulfill and perfotn all of the require-ments of this Prime Contract for the consideration stated herein.
(2)
By subcontracting, pursuant to the provisicas of Section 8(a) of the Small Business Act, 15 USC 637(a) (1), as acended, the Small Business Administration (hereinafter called SEA) agrees to furnish the services set forth in thi.: centract according to the specifications hereof.
(3)
It is understood and agreed that in the event SEA does not award subcontracts for the perfor=ance of all or part of the work hereunder, this contract may be ter.inated in whole or in part without cost to either party.
(4)
The general provisions of this contract are not operative between SDA a-d the
//u/ & dhr v.4 $n/
0m.u.u,cu but they are 4
applicable to SSA's subcontractor. /
/bmen/.r.s On (5)
SEA has delegated to the
$r jag.y (hereinafter called
/./ANL the' responsibility for administering its succentract hereunder.
This includes incuanca of orders, inspection, and acceotance by J//6 Representatives ane direct paymeat by A/ b (6)
For the purposes of this contract the reference to "his duly authorized representative" in the "Di putes" clau;es of this contract shall be dee=ed to refer to the [ Mhw#/? a/'.'/h.
// J, /./i'C (7)
It is further agreed that S3A will be continuousl"z ac..orised bv. the Contracting Officer adminiatoring the subcontract as to the progress and parfor 11nce of its contractor.
!!o action that could possibly lead to the ter=ination of the contract for " Default" or for " Convenience o f th e Co ve r- -.e n t" shall be taken by said Ccatracting Officer or his authorized Representative without prior consultation with the SEA.
(8)
It is undarstcod and agreed that SEA's ccatractor chall have the right of appealing cecisions of the Procurenent Contracting Officer, or his authoricca Representative, as cognizable under the " Disputes" clause of this contract.
(9)
Insuranca and/or bonding requircrents, if any, do not apply to S3A, but SDA will recuire bonds frca its contractor as required to protect the interest: of the Goverreent.
(10)
It is agr:cd that tha provici:n: o the "~~2r-i.
- .'ri T:,c Convenica: 1, "
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.1.
CLAUSE NO. 54 SPECIAL 8(a) CONTRACT CONDITIONS The Small Business Administration (SBA) agrees as follows:
i 1.
To furnish the supplies or services set'forth in this contract according 4:
to the specifications and the terms and conditions hereof by subcontracting with an eligible concern pursuant to the provisions of Section 8(a) of the Small'Eusiness Act, as amended (15 U.S.C. 637(a)).
2.
That in the event SBA does not award a subcontract for all or a part of the work hereunder, this contract may be terminated either in whole or in part without cost to either party.
3.
SBA hereby delegates to the U.S. Nuclear Regulatory Commission (NRC) the responsibility for administering the subcontract to be awarded hereunder with complete authority to take any action on behalf of the Government under the terms and conditions of the subcontract:
Provided, however, that the.
NRC shall give advance notice to the SBA before it issues a final notice terminating.the right of a subcontractor to proceed with further performance, either in whole or in part, under the subcontract for default or for the convenience of the Government.
4.
Payments to be made under any subcontract awarded under this contract will be made directly to the subco.ntractor by NRC.
5.
That the subcontractor awarded a subcontract hereunder shall have the right to appeal from decisions of the Contracting Officer cognizable under the
" Disputes" clause of said subcontract, which clause shall be identical with that set out in Article 12 of Standard Form 32.
It is further understood and agreed that the subcontract to be executed between the SBA and SBA's subcontractor shall also include a clause as follows:
For the purpose of this subcontract, the reference to the
" Secretary or his duly authorized representati.vg" 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.
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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.
Definitions....................................................
1 2.
Changes........................................................
1 3.
Payments.......................................................
2 4.
Standards of Work..............................................
2 5.
Inspection.....................................................
2 6.
Assignment.....................................................
3 7.
Examination of Records By Comptroller General..................
3 8.
Federal, S tate and Local Taxes.................................
4 9.
Utilization of Small Business Concerns.........................
5 10.
Default........................................................
5 11.
Termination for Convenience of the Government..................
7 12.
Disputes.......................................................
11 13.
Buy American Act...............................................
12 14.
Convict Labor..................................................
13 15.
Contract Work Hours and Safety Standards Act - Overtime Ccmpensation.................................................
13 16.
Equal Opportunity..............................................
14 17.
Officials Not to Benefit.......................................
15 18.
Covenant Against Contingent Fees...............................
15 19.
Notice and Assistance Regarding Patent and Copyright Infringement.................................................
16 20.
Patents........................................................
16 21.
Utilization of Concerns in Labor Surplus Areas.................
23 22.
Pricing o f Adj us tmen ts.........................................
24 23.
Listing of Employment 0penings.................................
24 24.
Utilization of Minority Business Enterprises...................
27 25.
Payment of Interest on Contractor's C1atns.....................
28 26.
Employment of the Handicapped..................................
28 27.
Clean Air and Water............................................
29 28.
G ove rnmen t P rop e r ty............................................
30 29.
Notice to the Government of Labor Disputes.....................
33 30.
Subcontracts...................................................
33 31.
Price Reduction For Defective Cost or Pricing Data.............
35 32.
Price Reduction For Defective Cost or Pricing Data --
Price Adjustments............................................
36 33.
Subcontractor Cost and Pricing Data............................
37 34.
Audit and Records..............................................
38 35.
Cost Accounting Standards......................................
39 36.
Administration of Cost Accounting Standards....
42 t u.
TABLE OF CONTENTS (Continued)
Article Title Page 37.
Pref erence For U. S. Flag Air Carriers..........................
43 38.
Notice Regarding Late Delivery.................................
44 44 39.
Key Personnel..................................................
40.
Federal, State and Local Taxes.................................
44 45 41.
Copyright......................................................
46 42.
Copyright Indemnification of Government........................
43.
Pa t en t In d emn i ty...............................................
46 46 44.
Permits........................................................
45.
Saf ety, Health and Fire Protection.............................
46 47 46.
Security.......................................................
47.
Private Use of Contract Inf ormation and Data...................
48 48 48.
Drawings, Designs, Specifications..............................
49.
Authorized Representative......................................
49 50.
Stop Work 0rder................................................
50 51.
Publication and Publicity...........................
51 52.
Di ssemination of Contract Info rmation..........................
51 53.
Wo r k fo r 0 t h e rs................................................
52 O
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U.S. NUCLEAR REGULATORY COMMISSION APPENDIX "A" GENERAL PROVISIONS FOR FIXED PRICE RESEARCH AND DEVELOPMENT CONTRACT 1.
DEFINITIONS (1-7.102-1 and 9-7.5005-4)
As used throughout this contract, the followi'ng terms shall 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-tracting Officer except for the purpose of deciding an appeal under the article entitled " Disputes."
(c) The term " Contracting Officer" 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 authorized representative of a Contracting Officer acting within the limits of his authority.
(d) Except as otherwise provided in this coctract, the term " subcontracts" includes purchase orders under this contract.
2.
CHANGES (1-7.304-1)
The Contracting Officer may at any time, 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; (ii) method of shipment or packing; and (iii) place of inspection, delivery, or acceptance. If any such change causes an increase or decrease in the cost of, or the time required for performance of, this contract, or otherwise affects any other provisions of this contract, whether changed or not changed by any such order, an equitable adjustment shall be made (i) in the contract price or time of performance, or both, and (ii) 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,
however, That the Contracting Officer, if he decides that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment under this contract. Failure to agree to any adjust-ment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled " Disputes". However, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed.
3.
PAYMENTS (1-7.302-2)
The Contractor shall be paid, upon submission of proper invoices or vouchers, the prices stipulated herein for work delivered or rendered and accepted, less deductions, if any, as herein provided. Unless otherwise i
specified, payment will be made upon acceptance of any portion of the work delivered or rendered for which a price is separately stated in the contract.
4.
STANDARDS OF WORK (1-7.302-3)
The Contractor agrees that the performance of work and services pursuant to the requirements of this contract shall conform to high professional standards.
5.
INSPECTION (1-7.302-4)
(a) All work under this contract shall be subject to inspection and test by the Government, to the extent practicable, at all times (including the period of performance) and places, and in any event prior to acceptance.
The Government through any authorized representative may inspect the premises of the Contractor or any subcontractor engaged in the performance of this contract.
(b) The Government may reject any work that is de.fective or otherwise not in conformity with the requirements of this cont ccet.
If the Contractor fails or is unable to correct or to replace such work, the Contracting Officer may accept such work at a reduction in price which is equitable under the circumstances. Failure to agree on the reduction in price shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled " Disputes."
(c) If any inspection or test is made by the Government on the premises of the Contractor or a subcontractor, the Contractor shall provide, without additional charge, all reasonable facilities and assistance for the safety and convenience of the Government inspectors in the performance of their duties. If the Government inspection or test is made at a point other than the premises of the Contractor or subcontractor, it shall be at the expense of the Government. All inspections and tests by the Government shall be performed in such a manner as not unduly to delay the work.
Final inspection and acceptance or rejection of the work shall be made as promptly as practicable af ter delivery except as otherwise provided in this contract; but failure to inspect and accept, or reject the work shall neither relieve the Contractor.
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from responsibility for such of the work as is not in accordance with the contract requirements 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 accep;ance. Except as otherwise provided in this contract, acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud.
(e) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the work hereunder. Records of all 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 elsewhere in this contract.
6.
ASSIGNMENT (9-7.5006-46)
Neither this contract nor an interest therein nor claim thereunder shall be assigned or transferred by the contractor except as expressly authorized in writing by the Contracting Officer.
7.
EXAMINATION OF RECORDS BY COMPTROLLER GENERAL (1-7.103-3 and 9-7.5004-10) t" (a) This clause is applicable if the amount of this contract exceeds
$10,000 and was entered into by means of negotiation, including small business restricted advertising, but is not applicable if this contract was entered into by means of formal advertising.
(b) The contractor agrees that the Comptroller General of the United States or any of his duly authorized representatives shall, until the expira-tion of-3 years af ter final payment under this contract unless the Commission authorizes their prior disposition, 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 all his subcontracts j
hereunder a provision to the effect that the subcontractor agrees that the Comptroller General of the United States or any of his duly authorized repre-sentatives s' tall, until the expiration of 3 years after final payment under the subcontract unless the Commission authorizes their prior disposition, have access to and the right to examine any directly pertinent books, docu-ments, papers, and records of such subcontractor, involving transactions related to the subcontract. The term " subcontract" as used in this clause excludes (1) purchase orders not exceeding $10,000 and (2) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public.
(d) The periods of access and examination described in (b) and (c),
above, for records which relate to (1) appeals under the " Disputes" clause of o
this contract, (2) litigation or the settlement of claims arising out of the performance 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, iitigation, claims, or exceptions have been disposed of.
(e) Nothing in this contract shall be deemed to preclude an audit by the General Accounting Office of any transaction under this contract.
8.
FEDERAL, STATE AND LOCAL TAXES (1-ll.401-1(c))
(a) Except as may be otherwise provided in this contract, 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-(1) Results in the Contractor being required to pay or bear the burden of any such Federal excise tax or duty or increase in the rate thereof which would not otherwise have been payable on such transactions or property, the contract price shall be increased by the amount of such tax or duty or rate increase: Provided, That the Contractor if requested by the contracting officer, warrants in writing that no amount for such newly imposed Federal excise tax or duty or rate increase was included in the contract price as a contingency reserve or otherwise; or (2) Results in the Contractor not being required to pay or bear the burden of, or in his obtaining a refund or drawback of, any such Federal excise tax or duty which would otherwise have been payable on such trans-actions or property or which was the basis of an increase in the contract price, the contract price shall be decreased by the amount of 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 instruc-tions of the Contracting Officer, is required to pay or bear the burden of, or does not obtain a refund or drawback of, any such Federal excise tax or duty.
(c) No adjustment pursuant to paragraph (b) above will be made under this contract unless the aggregate amount thereof is or may reasonably be expected to be over $100.
(d) As used in paragraph (b) above, the term " contract date" means the date set for the bid opening, or if this is a negotiated contract, the date of this contract. As to additional supplies or services procured by modifica-tion to this contract, the term " contract date" means the date of such modification.
(e) Unless there does not exist any reasonable basis to sustain an exemption, the Government, upon request of the Contractor, without further t j
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t liability, agrees, except as otherwise provided in this contract, to furnish evidence appropriate to establish exemption from any tax which the Contractor warrants in writing was excluded from the contract price. In addition, the Contracting Officer may furnish evidence to establish exenption from any tax that may, pursuant to this clause, give rise to either an increase or decrease in the contract price.
Except as otherwise provided in this contract, evidence appropriate to establish exemption from duties will be furnished only at the discretion of the Contracting Officer.
(f) The Contractor shall promptly notify the Contracting Officer of matters which will result in either an increase or decrease in the contract price, and shall take action with respect thereto as directed by the Contracting 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 subcon-tracting to small business concerns that the contractor finds to be consistent with the efficient performance of this contract.
10.
DEFAULT (1-8.710)
(a) The Commission may, subject to the provisions of paragraph (c) of this clause by written notice of default to the Contractor, terminate the whole or any part of this contract in any one of the following circumstances:
(1) If the Contractor fails to perform the work called for by this contract within the time (s) specified herein or any extension thereof; or (2) If the Contractor fails to perform any of the other provisions 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 these two circumstances does not cure such failure within a period of 10 days (or such longer period as the Contracting Officer may authorize in writing) after receipt of notice from the Contracting Officer specifying such failure.
(b) In the event the Commission terminates this contract in whole or in part as provided in paragraph (a) of this clause, the Commission may procure, upon such terms and in such manner as the Contracting Officer may deem appropriate, work similar to the work so terminated and the Contractor shall be liable to the Commission for any excess costs for such similar work:
Provided, That the Contractor shall continue the performance of this contract to the extent not terminated under the provisions of this clause.
(c) Except with respect to defaults of subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted 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 be 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 subcontractor, 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 Contractor 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 Commission, 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 Commission and any other property, including contract rights, specifically produced or specifically acquired for the performance of such part of this contract as has been terminated; and the Coreractor shall, upon the direction of the Contracting Officer, protect and pre,erve 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 Commission and the amount agreed upon by the Contractor and the Contracting Officer for (1) completed work for which no separate price is stated, (2) partially completed work, (3) other property described above which is accepted by the Commission, and (4) the protection and preservation of property. 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 er manufacturing materials such sum as the Contracting Officer determines to be necessary to protect the Government against loss because of outstanding liens or claims of former lien holders.
(e)
If, after notice of termination of this contract under the provisions of this clause, it is determir.ad for any reason that the Contractor was not in default under rhe provisions of this clause, or-that the default was excusable under the provisions of this clause, the rights and obligations 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 termination had been issued pursuant to such clause.
If, after notice of termination of.
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this contract under the provisions of this clause, it is determined for any reason that the Contractor was 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 Government, the contract shall be equitably adjusted to compensate for such termination and the contract modified accordingly; failure to agree to any such adjustment shall be a dispute concerning a question 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 remedies 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 tier.
11.
TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (1-8.701)
(a) The performance of work under this contract may be terminated by the Government in accordance with this clause in whole, or.from time to time in part, whenever the Contracting Officer shall determine that such termination is in the best interest of the Government. Any such termination shall be effected by delivery to the Contractor of a Notice of Termination specifying the extent to which performance of work under the contract is terminated, and the date upon 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 materials, services, or facilities except as may be necessary for completion of such portion of the work under the contract as is not terminated; (3) Terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the Notice of Termination; (4) Assign to the Government, in the manner, at the times, and to the extent directed by the Contracting Officer, all of the right, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case the Government shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (5) Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratifica-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; l
(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, (i) 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 terminated by the Notice of Termination, and (ii) the completed or partially completed plans, drawings, information and other property which, if the contract had been completed, would have been required to be furnished to the Government; (7) Use his best efforts to sell, in the manner, at the times, to the extent, and at the price or prices directed or authorized by the Contracting Officer, any property of the types referred to in (6) above: Provided, however, That the Contractor (i) shall not be 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 Officer:
And provided further, That the proceeds of any such transfer or disposition shall be applied in reduction of any payments to be made by the Government to the Contractor under this contract or shall otherwise be credited to the price or cost of the work covered by this contract or paid in such other manner as the Contracting 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 clearance period, as defined in Subpart 1-8.1 of the rederal 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, certified as to quantity and quality, of any or all items of termination 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 items or enter into a storage agreement covering them. Not later than fifteen (15) days thereafter, the Government will accept title to such items and remove them or enter into a storage agreement covering the same: Provided, That the list submitted shall be subject to verification by the Contracting 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 nec essary adjustment to correct the list as submitted shall be made prior to final settlement.
(c) After receipt of a Notice of Termination, the Contractor shall submit to the Contracting Officer his termination claim, in the form and with certification prescribed by the Contracting Officer.
Such claim shall be submitted promptly but in no event later than one year from the 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.
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such one-year period or authorized extension thereof. Howe ver, if the Contracting Officer determines that the facts justify such action, he nay 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 claim 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, due to the Contractor by reason of the termination and shall thereupon pay to the Contractor the amount so determined.
(d) Subject to the provisions of paragraph (c), and subject to any review required by the contracting agency's procedures in effect as of the date of execution of this contract, the Contractor and the Contracting Officer may agree upon the whole or any part of the amount or amounts to be paid to the Contractor by reason of the total or partial termination of work pursuant to this clause, which amount or amounts may include a reasonable allowance for profit on work done:
Provided, That such agreed amount or amounts, exclusive of settlement costs, shall not exceed the total contract price as reduced by the amount of payments otherwise made and as further reduced by the contract price of work not terminated. The contract shall be amended accordingly, and the Contractor shall be paid the agreed amount. Nothing in paragraph (e) of this clause, prescribing the amount to be paid to the Contractor in the event of failure of the Contractor and the 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 amount 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 Officer to agree as provided in paragraph (d) upon the whole amount to be paid to the Contractor by reason of the termination of work pursuant to this clause, the Contracting Officer shall, subject to any review required by the contracting agency's procedures in effect as of the date of execution of this contract, determine, on the basis of information available to him, the amount, if any, due to the Contractor by reason of the termination and shall pay to the Contractor the amounts determined as follows:
(1) For completed supplies accepted by the Government (or sold or acquired as provided in paragraph (b)(7) above) and not theretofore paid for, a sum equivalent to the aggregate price for such supplies computed in accordance with the price or prices specified in the contract, appropciately adjusted for any saving of freight or other charges; (2) The total of --
(i) The costs incurred in the performance af the work terminated, including initial costs and preparatory expense allocable thereto, but exclusive of any costs attributable to supplies paid or to be paid for under paragraph (e)(1) hereof; (ii) The cost of settling and paying claims arising out of the termination of work under subcontracts or orders, as provided in paragraph (b)(5) above, which are properly chargeable to the terminated portion of the contract (exclusive of amounts paid or payable on account of supplies or materials delivered or services furnished by subcontractors or vendors prior to the effective date of the Notice of Termination, which amounts shall be included in the costs payable under (1) above); and (iii) A sum, as profit on (i), above, determined by the contracting officer pursuant to S 1-8.303 of the Federal Procurement Regulations (41 CFR l-8.303), in effect 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 completed, no profit shall be included or allowed under this subdivision (iii) and an appropriate adjustment shall be made reducing the amount of the settlement to reflect the indicated rate of loss; and I
(3) The reasonable costs of settlement, including accounting, legal, clerical, and other expenses reasonably necessary for the preparation of settlement claims and supporting data with respect to the terminated portion of the contract and for the termination and settlement 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 made and as further reduced by the contract price of work not terminated. Except for normal spoilage, and except to the extent that the Government shall have otherwise expressly assumed the risk of loss, there shall be excluded from the amounts payable to the Contractor 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 so as to become unde-liverable to the Government, or to a buyer pursuant to paragraph (b)(7).
(f) Costs claimed, agreed to, or determined pursuant to paragraphs (c),
(d), and (e) of this clause shall be in accordance with the applicable contract cost principles and procedures in Part 1-15 of the Federal Procurement Regulations (41 CFR l-15) in effect on the date of this contract.
(g) The Contractor shall have the right to appeal, under the clause of this contract entitled " Disputes," from any determination made by the Contracting -
Officer under paragraph (c) or (e) above, except that, if the Contractor has failed to submit his claim within the time provided in paragraph (c) above and has failed to request extension of such time, he shall have no such right of appeal. In any case where the Contracting Officer has made a determination of the amount due under paragraph (c) or (e) above, the Government shall pay to the Contractor the following:
(1) if there is no right of appeal hereunder or if no timely appeal has been taken, the amount so determined by the Contracting Officer; or (2) if an appeal has been taken, the amount finally determined on such appeal.
(h) In arriving at the amount due the Contractor under this clause there shall be deducted (1) all unliquidated advance or other payments on account theretofore made to the Contractor, applicable to the terminated portion -
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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 scid, pursuant to the provisions of this clause, and not otherwise recovered by or credited to the Governments.
('i Tf t'- termination hereunder be partial, prior to the settlement s portion of this contract, the Contractor may file with the of the.
o Contraccia4 urticer a request in writing for an equitable adjustment of the price or prices specified in the contract relating to the continued portion of the contract (the portion not terminated by the Notice of Termination),
and such equitable adjustments as may be agreed upon shall be made in such price or prices.
(j) The Government may from time to time, under such terms and conditions as it may prescribe, make partial payments and payments on account against costs incurred by the Contractor in connection with the terminated portion of this contract whenever in the opinion of the Contracting 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 date such excess payment is received by the Contractor to the date on which such excess is repaid to the Government: Provided, however, That no a
interest shall be charged with respect to any such excess payment attributable to a reduction in the Contractor's claim by reason of retention or other disposition of termination inventory until ten days after the date of such retention 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, frem 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 Officer, 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 shall proceed diligently with the performance of the contract and in accordance with the Contracting Officer'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 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 U.S. Code 10a-10d) provides that the Government give preference to domestic source end products.
For the purpose of this clause:
(i) " Components" means those articles, materials, and supplies which
[
are directly incorporated in the end products; (ii) "End products" means those articles, materials, and supplies which are to be acquired under this contract for public use; and (iii) A " domestic source end product" means (A) an unmanufactured end product which has been mined or produced in the United States and (B) an end product manufactured in the United States if the cost of the 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) (iii) (B),
components of foreign origin of the same type or kind as the products referred to 9.n (b) (ii) or (iii) of this clause shall be treated as components mined, produced, or manufactured in the United States.
(b) The Contractor agrees that there will be used under thic contract (by the Contractor, subcontractor, materialmen and suppliers) only domestic source end products, except end products:
(i) Which are for use outside the United States; (ii) Which the Commission determines are not mined, produced, or manufactured in the United States in sufficient and reasonably available com-merical quantities and of a satisfactory quality;
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(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 Governuent to be unreasonable.
14.
CONVICT LABOR (1-12.204)
In connection with the 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 HOURS 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 Hours 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, ce 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 liable 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 payment 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).
(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 conspicuous 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 reprc2entative 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 Officer, 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. -
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(e) The 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 orders, this contract may be cancelled, terminated, or suspended, in whole or in part, and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No.11246 of September 24, 1965, and such other sanctions may be 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.
(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-compliance: Provided, however, That in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.
- 17. OFFICIALS NOT TO BENEFIT (1-7.202-17)
No member of or delegate to Congress, or resident commissioner, shall be admitted to any share or part of this contract, or to any benefit that may arise therefrom; but this provision shall not be construed to extend to this contract 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-ing for a connission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the contractor for the purpose of securing business. For breach or violation of this warranty the Government shall have the right to annul this contract with-out liability or in its discretion to deduct from the contract price or 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) (Applicable 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.
(b) In the event of any claim or suit against the Government, on account of 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 requested by the Contraccing Officer, 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.
PATENTS (1-9.107-5(a))
(a) Definitions.
(1) " Subject Invention" means any invention or discovery 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-ety of plant, which is or may be patentable under the Patent Laws of the United States of America or any foreign country.
(2) " Contract" means any contract, agreement, grant, or other arrange-ment, or subcontract entered into with or for the benefit of the Government where a purpose of the contract is the conduct of experimental, development, or research work.
s (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 of the United States of America and for the purpose of this contract the U.S.
Nuclear Regulatory Commission..
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(5)
"To the point of practical application" means to manufacture in the case of a composition or product, to practice in the case of a process, or to operate in the case of a machine and under such conditions 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 throughout 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 clausa.
(2) Greater rights determin'ations. The Contractor or the employee-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 l-9.109-6.
A request for determination whether the Contractor or the employee-inventor is entitled to retain such greater rights rust be submitted to the Contracting Officer at the time of the first disclosure of the invention pursuant to paragraph (e)(2)(1) of this clause, or not later than 3 months thereafter, or such longer period as may be authorized by the Contracting Officer for good cause shown in writing by the Contractor. The information to be submitted for a greater rights determination 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 Government. With respect to each Sub-ject Invention to which the Contractor retains 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;
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(2) Agrees to grant to responsible applicants, upon request of the Government, a license on terms that are reasonable under the circumstances:
(i) 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 invention 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 rights should be retained for a further period of time; or (ii) 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 written 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 available 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 Subject Invention and to provide for the granting of licenses as required by (2) of this clause, and for the reporting of utilization information to the Commission as required by paragraph (c)(3) of this clause whenever the instrument transfers principal or exclusive rights in any Subject Invention. Nothing contained in this paragraph (c) shall be deemed to grant to the Government 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 license 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 Con-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 nonexclusive domestic license retained pursuant to paragraph (d)(1) of this clause may 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 pursuant to an application for exclu-sive license submitted in accordance with 41 CFR 101-4.104-3.
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 foreign country reserved pursuant to paragraph (d)(1) of this clause may be revoked or modified at the 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 furnish 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.
(e) Invention, identification, disclosures, and reports.
(1) The Contractor shall establish and maintain active and effective 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 the procedures for identifying and disclosing the inventions are followed. Upon request, the Contractor shall furnish the Contracting Officer a description of these procedures so that he may evaluate and determine their effectiveness.
(2) The Contractor shall furnish the Contracting Officer:
(1) A complete technical disclosure for each Subject Invention within 6 months af ter 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 c 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 least every 12 months from the date of the contract listing Subject Inventions for that period and certifying that:
(A) The Contractor's procedures for identifying and disclosing Subject Inventions as required by this paragraph (e) have been followed through-out the reporting period; and (B) All Sebject Iaventions have been disclosed or that there are no such inventions; and (iii) A final report within 3 months af ter completion of the con-tract work, listing all Subject Inventions or certifying that there were no such inventions.
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(3) The Contractor shall obtain patent agreements to effectuate the provisions of this clause from all persons in his employ who perform any part of the work under this contract except nontechnical personnel, such as clerical employees end manual labcrers.
(4) The Contractor agrees that the Commission may 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 acting 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 fails to disclose to the Contracting Officer within 6 months after the time he:
(i) Files or causea 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) However, the Contrat.7r sheli rat forfeit rights in a Subject Invention if, within the time sper.ified in (1)(1) or (1)(11) of this paragraph (f), the Contractor:
(1) Prepared a wr:.tten decision based upon a review of the record that the invention was neither cos.ceived nor first actually reduced to practice in the course of or under the con:ract; or (ii) Contending that the invertion is not a Subject Invention, he nevertheless discloses the invention and all f acts pertinent to his contention to the Contracting Officer; or (111/ Establishes t. hat the failt re to disclose did not result from his fault or negligence.
(3) Pending written aasignment of the patent applications and patents on a Subject Invention determine-1 by the Contracting Officer to be forfeited (such determination to be a finai decision under the Disputes Clause), the Con-tractor shall be deemed to hold the invention and the patent applications and patents pertaining thereto in trust for the Commission. The forfeiture pro-vision of this paragraph (f) shall be in addition 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 inventions.
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(1) The Contracting Officer or his authorized representative until the expiration of 3 years after 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 Officer 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 iraentions in the same field of technology as the work under this contract to determine whether any such inventions are Subject Inventions if the Contractor refuses or fails to:
(1) Establish the procedures of paragraph (e)(1) of this clause; or (ii) Maintain and follow such procedures; or (lii) Correct or climinate any material deficiency in the procedures within thirty (30) days af ter Contracting Officer notifies 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,C00 or 5 percent of the amount of this contract, whichever is less, shall have been set aside if in his opinica the Contractor fails to:
(i) Establish, maintain, and follow effective 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 reports pursuant to paragraph (e)(2)(ii) of this clause; or (iv) Provide the information regarding subcontracts pursuant to paragraph (1)(5) of this clause.
The reserve or balance shall be withheld until the Contracting Officer has determin?d 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 befcre the Contractor delivers to the Contracting Officer all disclosures of Subject Inven-tions required by paragraph (e)(2)(1) of this clause, and an acceptable final report pursuant to (e)(2)(111) of this clause.
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(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 paragraph 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.
(i) Subcontracts (1) For the purpose of this paragraph the term " Contractor" means the party awarding a subcontract and the term " Subcontractor" means the par ty 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 subcontract is the conduct of experimental, developmental, or research work.
In the event of refusal by a Subcontractor to accept this clause, or if in the opinion of the Contractor this clause is inconsistent with the policy set forth in 41 CFR l-9.107-3, the Contractor:
(i) Shall promptly submit a written notice to the Commission Contracting Officer setting forth reasons for the Subcontractor's refusal and other pertinent information which may expedite dispositien of the matter; and (ii) Shall not proceed with the subcontract without the written authorization of the Commission Contracting Officer.
(3) The Contractor shall not, in any subcontract c r by using a sub-contract as consideration therefor, acquire any rights in his Subcontractor's Subject Invention for his own use (as distinguised from such rights as may be required solely to fulfill his contract obligations to the Government in the performance of his contract).
(4) All invention disclosures, reports, instruments, and other infor-a mation required to be furnished 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 Officer, be furnished to the Contractor for transmission to the Commission Contracting Officer.
(5) The Contractor shall promptly notify the Commission Contracting Of ficer 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 Officer, the Contractor shall furnish a copy of the sub-contract. If there are no subcontracts containing Patent Rights Clauses, a negative report shall be included in the final report submitted pursuant to paragraph (e)(2)(iii) of this clause.
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(6) The Contractor shall identify all Subject Inventions of the Sub-contractor of which he acquires knowledge in the performance 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 following clause is applicable if this contract exceeds $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 (hereaf ter referred to as certified-eligible concerns with first or second preferences) regarding the employment of a proportionate number of disadvantaged individuals 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 perform substantially in persistent or substantial labor surplus areas, where this can be done consistent with the efficient performance of the contract and at prices no higher than are obtainable els ewhere. The contractor agrees to use his best efforts to place his subcon-tracts in accordance with this policy.
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(b) In complying with paragraph (a) of this clause and with paragraph (b) of the clause of this contract entitled " Utilization of Small Business Concerns" the contractor in placing his subcontracts shall observe the following order of preference:
(1) certified eligible concerns with a first preference which are also small business concerns; (2) other certified-eligible concerns with a first preference; (3) certified-eligible concerns with a second preference which are also small business concerns; (4) other certified-eligible concerns with a second preference; (5) persistent or substantial labor surplus area concerns 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 ADJUCTMENTS (1-7.102-20)
When costs are a factor in any determination of a contract price adjustment pursuant to the changes clause or any other provision of this contract, such costs shall be in accordance with the contract cost principles and procedures in Part 1-15 of the Federal Procurement Regulations (41 C"R l-15) or Section XV of the Armed Services Procurement Regulations in effect on the date of this contract.
- 23. LISTING OF EMPLOYMENT OPENINGS (FPR Temp Reg 39)
(Applicable pursuant to 41 CFR 50-250 if this contract is for $10,000 or more.)
DISABLED VETERANS AND VETERANS OF T,HE VIETNAM ERA (a) The contractor will not discriminate against any employee or applicant for employment because he or she is a disabled veteran or veteran of the Vietnam era in regard to any position for which the employee or applicant for employment is qualifico. The contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled veterans and veterans of the Vietnan era without discrimination based upon their disability or veterans status in all employment practices such as the following:
employment upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other ferms of compensation, and selection for training, including apprenticeship.
(b) The contractor agrees that all suitable employment openings of the con-tractor which exist at the time of the execution of this contract anE those which occur during the performance of this contract, including those not generated by this contract and including those occurring at an establishment of the, contractor other than the one wherein the contract is being performed but excluding those of independently operated corporate affiliates, shall be listed at an appropriate local office of the State employment service system wherein the opening occurs.
The contractor further agrees to provide such reports to such local office regard-ing employment openings and hires as may be required.
State and local government agencies holding Federal contracts of $10,000 or more shall also list all their suitable openings with the appropriate office of 24 O
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the State employment service, but are not required to provide 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 least concurrently with the use of any other recruitment source or effort and shall involve the normal obligations which attach to the placing of a bona fide job order, including the acceptance of referrals of veterans and nonveterans. The listing of employment openings does not require the hiring of any particular job applicant or from 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 office, or, where the contractor las more than one hiring location in a State, with the central office of that ftate employment service. Such reports shall indicate for each hiring locatien (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 contractually bound to these provisions and has so advised the State system, there is no need to advise the State system of subsequent contracts. The ' contractor may advise the State 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 Columbia, Puerto Rico, Guam, and the Virgin Islands.
(g) The provisions of paragraphs (b), (c), (d), and (e) of this clause do not apply to openings which the contractor proposes to fill from within his own organization or to fill pursuant to a customary and traditional employer-union hiring arrangemeat. This exclusion does not apply to a particular opening once an employer decides tc consider applicants outside of his own organization or employer-union arranget'ent 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 customary 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, Guam, Puerto Rico, and the Virgin Islands.
(3) " Openings which the contractor proposes to fill from within his own organization" means employment openings for which no consideration will be given to persons outside tFJ contractor's organization (including any af filiates, subsidiaries, and the parer companien) 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 from union halls, which is part of the customary and traditional hiring relationship w'aich exists between the contractor and representatives of his employees.
(i) The contractor agrees to comply with the rules, regulations, and rele-vant orders of the Secretary of Labor issued pursuant to the Act.
t (j) In the event of the contractor's noncompliance with the req 6irements of this clause, actions for noncompliance may be taken in accordance with the rules, regulations, and relevant orders of the S'ecretary of Labor issued pur-suant to the Act.
(k) The contractor agrees to post in conspicuous places available to employees and applicants for employment notices in a form to be prescribed by the Director, provided by or through the contracting officer.
Such notice shall state the contractor's obligation under the law to take affirmative action to 26 e
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4 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 era.
(m) The contractor will include the provisions of this clause in every subcontract or purchase order of $10,000 or more unless exempted by rules, 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 MINORITY 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 Government 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 publicly owned businesses, at least $1 percent of the stock of which is owned by minority group members. For the purpcses of this definition, minority group members are Negros, Spanish-speaking ALerican persons, American Orientals, American Indians, American Eskimos, and American Aleuts. Contractors may rely on written representations by subcon-tractors regacding 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 1-1.1303.
(d) The Contractor further agrees to report all Minority Business Enter-prise subcontract awards to the Contracting Officer using Optional Form 61 (see FPR l-16.902-OF61). The Contractor may modify the Optional Form 61 to delete references to "Small Business" for the purpose of this repcrt. Optional Form 61 may be obtained from the Superintendent of Documents, Govetnment Printing Office, Washington, D.C.
20402.
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I 25.
PAYMENT OF INTEREST ON CONTRACTOR'S CLAIMS (1-1.322) i (a) If an appeal is filed by the contractor from a final decision of the Contracting Officer under th2 Disputes clause of this contract, denying a claim arising under the contract, simple interest on the amount of the claim finally i
determined owed by the Government 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 92-41, 85 Stat. 97, from the date the contractor furnishes to the Contracting Officer his written appeal under the Disputes clause of this i
contract, to the date of (1) a final judgment by a court of competent jurisdic-l tion, or (2) mailing to the contractor of a supplemental agreement for execution l
either confirming completed negotiations between the parties or carrying out a decisions of a board of contract appeals.
l (b) Notwithstanding (a), above, (1) interest shall be applied only from 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 time 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 THE HANDICAPPED (FPR TEMP. REG. 38)
(a) The contractor will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for 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 j
termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.
4 i
(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.
8 (d) The Contractoq agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the Director, Office 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 affirmativa 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 I
28 e
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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 Section 503 of the Act, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any 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-pliance.
27.
CLEAN AIR AND WATER (1-1.2302)
(Applicable only if the contract exceeds $100,000, or the Contracting Officer hac 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 Water Pollution Control Act (33 U.S.C.1319(c)) and is listed by EPA, or the contract is not otherwise exempt.)
(a) The contracoor agrees as follows:
(1) To comply with all the requirements of Section 114 of the Clean Air Act, as amended (42 U.S.C.1857, et seq., as amended by Pub. L.91-604) and Section 308 of the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.,
as amended by Pub. L.95-500), respectively, relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in Sec-tion 114 and Section 308 of the Air Act and the Water Act, respectively, and all 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 on the Environmental Protection Agency List of Violating Facilities on the date when this contract was awarded unless and until the EPA eliminates the name of such facility or facilities from such listing.
(3) To use his best efforts to comply with clean air standards and clean water standards at the facility in which the contract is being performed.
(4) To insert the substance of-the provisions of this clause into any nonexempt subcontract, including this paragraph (a)(4).
(b) The terms used in this clause have the following meanings:
(1) The term " Air-Act" means the Clean Air Act, as amended (42 U.S.C.
1857 et. seq., as amended by Pub. L.91-604).
(2) The term " Water Act" means Federal Water Pollution Control Act, as amended (33 U.S.C.1251 et. seq., as amended by Pub. L.92-500).
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 adopted pursuant to the Air Act or. Executive Order 11738, an applicable implementation plan as described in Section 110(d) of the Clean Air Act (42 U.S.C.1857c-5(d)),
an approved implementation procedure or plan under Section lll(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 ll2(d) of the Air Act (42 U.S.C. 1857c-7(d)).
(4) The term " clean water standards" means any enforceable limitation, control, condition, prohibition, standard, or other requirement which is 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).
(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 thereto.
(6) The term " facility" means any building, plant, installation, structure, mine, vessel or other floating craf t, location, or site of opera-tions, owned, leased, or supervised by a contractor or subcontractor, to be utilized in the performance of a contract or subcontract. Where a location or site of operations contains or includes more than one building, plant, installa-tion, or structure, the entire location or site shall be deemed to be a facility except where the Director, Office of Federal Activities, 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 Contractor, 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 and as may reasonably be required for the intended use of such property (hereinaf ter referred to as "Governuent-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 'or use (except for such property furnished "as is") will be delivered to the Contractor at the times stated in the Schedule or, if not so stated, in sufficient time to enable the Contractor to meet such delivery or performance dates.
In the event that Government-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 e
s thereby, and shall equitably adjust the delivery or performance dates or the contract price, or both, and any other contractual provision affected by any such delay, in accordance with the procedures provided for in the clause of this contract entitled " Changes." Except for Government-furnished property 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 expense 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 provisions for adjustment 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 may (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
. 0fficer 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 authority to use property provided under any other contract or lease, which property the Government had agreed in the Schedule to make available for the performance of this contract, the Contracting Officer, upon the written request of the 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 co 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 Govern-ment when its use in the performance of this contract commences, or upon payment 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 Government property shall not be affected by the incorporation or attachment thereof to any property not owned by the Government, nor shall such Government property, or any part thereof, be 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 Officer, 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 must 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 or approved by the Contracting Officer, be used only for the performance of this contract.
(f) The Contractor shall maintain 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 damage 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 Contractor shall dispose of such property in the manner directed by the Contracting Officer. The contract price includes no compensation to the Contractor for the performance of any repair or replacement for which the Government is responsible, and an equitable adjustment will be made in any contractual provisions affected by such repair or replacement of Government property made at the direction of the Govern-ment, in accordance with the procedures provided for in the " Changes" clause of 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 Contractor assumes the risk of, and shall be responsible for, a.ty loss of or damage to Government property provided under this 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 Contracting Officer.
The net proceeds of 32 e
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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 otherwis~e provided herein, the Government:
(1) May abandon any Covernment property in place, and thereupon all obligations of the Government regarding such abandoned property shall cease; and (2) Has 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 (i), 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 THE GOVERNMENT OF LABOR DISPUTES (1-7.203-3)
(a) Whenever the Contractor has knowledge that any actual or potential labor dispute is delaying or 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 subcontract 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 information with respect to such disputes.
30.
SUBCONTRACTS (1-7.303-12)
(The provisions of this clause do not apply to firm fixed-price and fixed price with escalation (economic price adjustment) contracts.
The clause does apply to new subcontracts or modifications of existing subcontracts which are necessitated because of unpriced contract 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 notify the Contracting Officer reasonably in advance of entering into any subcontract if the Contractor's procurement system has not been approved by the Contracting Officer and if the subcontract:
(i) Is to be a cost-reimbursement, 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 thousand dollars ($100,000); or 33
(iii) Is one of a number of subcontracts, under this contract, with a single subcontractor for the same or related supplies or services which, in the 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 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 shal.1 be retained in the Contractor's file for the use of Government reviewing authorities. The memorandum shall be in sufficient 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 was not required, and, if it was not required in the case of any price negoti-ation in excess of $100,000 a statement of the basis for determining that the price resulted from 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 law or regulation. If cost or pricing data was submitted 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 which this data was not used by the Contractor in datermining 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, complete, 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 significantly 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 8
e
a (viii) The subcontractor's Disclosure Statement or Certificate relating to Cost Accounting Standards when such data are required by other provisions of t.his contract to be obtained from the subcontractor.
(d) The Contractor shall not enter into any subcontract for which advance notification to the Contracting Officer 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 provisions thereof nor approval of the Contractor's procurement system shall be construed to be a determination of the acceptability of any subcontract price or 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.
(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
" 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; (c) 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 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. Powever, 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 aubcontract, 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 is 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 ADJUSIMENTS (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 applicable profits in excess of $100,000 unless the modification is priced on the 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 subcontractor, 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. However, any reduction in the contract price due to defective subcontract data of a prospective subcontractor, when the subcontract was not subscquently awarded to such subcontractor, will be limited to the amcunt (plus applicable overhead and profit markup) by which the actual subcontract, or actual cost to the Contractor if there was no subcontreet, was less than the prospective subcontract cost 36 e
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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 Contractor. 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 or modification.
(c) The Contractor shall insert the substance of this clause including this paragraph (c) in each subcontract hereunder which exceeds $100,000 when entared 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-tially 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 (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 centract, 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 at all reasonable times of the Contractor's plants, or such parts thereof, as may be engaged in the performance of this contract.
(c) Cast or pricing data. If'the Contractor submitted cost or pricing data in connection with the pricing of this contract or any change or modification thereto, unless such pricing 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 law or regulation, the Contracting Officer or his representatives who are employees of the United States Government shall have 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 evaluat:ing the accuracy, completeness and currency 38 e
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. r 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 General of the United States or his representatives who are employees of the United States Government 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 of final payment under this contract or such lesser time specified in Part 1-20 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 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 claims arising out of the performance of this contract, shall be made available until such appeals, litigation, or claims have been disposed of.
(e) The Contractor shall insert a clause containing all the provisions of this clause, including this paragraph (e), in all subcontracts hereunder except altered as necessary for proper identification of the contracting 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 contract 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 Accouncing 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 contract shall be the same as the practices currently disclosed and applied on all other contracts and subcentracts 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 reporting 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 Str.ndards 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 af fected 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 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 make to his estab-lished cost accounting practices whether such practices are covered by a Dis-closure Statement or not.
(B) Negotiate with the Contracting Officer to determine the terms and conditions under which a change to either a disclosed cost accounting practice, other than a change under (4)(A), above, may be made. A change to a practice may be proposed by either the Government er 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, a.s appropriate, if he or a subcontractor fails to comply with an applicable Cost 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 i
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 adjustment is effected.
(b) If the parties fail to agree whether the Contractor or a subcontractor has complied with an applicable 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 tc agree shall be a dispute concerning a question of Tact within the meaning of the Disputes clause of this contract.
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(c) The Contractor shall permit any authorized representatives 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 t ie requirements of this clause.
(d) The Contractor shall include in all negotiated subcontracts which he enters into the substance of this clause except paragraph (b), and shall require auch inclusion in all other subcontracts of any tier, except that this requirement shall apply only to negotiated subcontracts in excess of $100,000 where the price negotiated is not based on:
i (1) Established catalog or market prices of commercial ltems 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 from 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)).
However, 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 offices to which the Contractor was required to make submission of his Disclosure Statement. Such authorization shall in no way relieve the Contractor of liability as provided in paragraph (a)(5) of this clause. In 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.
However, 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 idemnification will generally require substantially similar indemnification to be submitted by his subcontractors.
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(e) 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,
" negotiated subcontract" means "any subcontract except a firm fixed-price subcontract made by a Contractor or subcontractor after receiving offers from at least 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 (n)(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:
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e (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 prime 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 Cost 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 agree to an adjustment in the price.or estimated cost and fee of this contract, as appropriate, based upon the adjustment established under subcontract.
Such notice shall be given within 30 days af ter receipt of the proposed subcontract adj us tment, and shall include a proposal for adjustment to such higher tier 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 international air transportation of personnel (and their personal effects) or property to the extent service by such carriers is available.
It further provides that the Comptroller General of the United States shall disallow any expenditure 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 which is essentially as follows:
CERTIFICATION OF UNAVAILABILITY OF U.S. FLAG AIR CARRIERS I hereby certify that transportation service for personnel (and their personal effects) or property by certificated air carrier was unavailable for the following reasons:l(state reasons).
2 See Federal Procurement Regulations (41 CFR l-1.323-3) or section 1-336.2 of the irmed Services Procurement Regulations, as applicable.
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(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 fif ty 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 esch subcontract or purchase hereundet which may involve 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 anticipates difficulty in complying with the contract delivery schedule or date, the Contractor shall immediately notify the Contracting Officer 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 be construed as a waiver by the Government of any contract delivery schedule or date, or any rights or remedies provided by law or under this contract.
- 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 Officer 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 Offic.9r may ratify in writing such diversion and such ratification shall constitdte the consent of ihe 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 contract, 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
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(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-tract price shall be increased by the amount of such tax or duty or rate increase:
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 rate increase was included in the contract price as a contingency reserve or otherwise; or (2) Results in the Contractor not being required to pay or bear the burden of, or in his obtaining a refund or drawback of, any such Federal excise tax or duty which would otherwise have been payable on such trarmactions or property or which was the basis of an increase in the contract price, the con-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 prica shall bc similarly decreased if the Contractor, through his fault or negligence or his failure to follow instructions of the Contracting Officer, is required to pay or bear the burden of, or does not obtain a refund or drawback of, any such Federal excise tax or duty.
(c) No adjustment pursuant to paragraph (b) above will be made under this contract unless the aggregate amount thereof is or may reasonably be expected ta be over $100.
(d) As used in paragraph (b) above, the term " contract date" means the date set for the bid opening, or if this is a negotiated contract, the date of this contract. As to additional supplies or services procured by modification to this contract, the term " contract date" means the date of such rodification.
(e) Unless there does not exist any reasonable basis to sustain an exemption, the Covernment, upon request of *.he Contractor, without further liability, agrees, except as otherwise provided in this contract, to furnish evidence appropriate to establish exemption from any tax which the Contractor warrants in writing was excluded from the contract price. In addition, the Contracting Officer may furnish evidence to establish exemption from any tax that may, pursuant to this clause, give rise to either an increase or decrease in the contract price. Except as otherwise provided in this contract, evidence appropriate to establish exemption from duties will be furnished only at the discretion of the Contracting Officer.
(f) The Contractor shall promptly notify the Contracting Officer of matters which will result in either an increase or decrease in the contract price, and shall take action with respect thereto as directed by the Contracting Officer.
- 41. COPYRIGHT (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 tn do, all copyrighted or copyrightable work not first produced or composed by the contractor in e e 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 becaming 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 provided for in paragraph (a)(ii) hereof or without the consent of the copyright owner, unless specific written approval of the Contracting Officer 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 materici delivered under this contract.
42.
COPYRIGHT 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 performance 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-ses 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, IUMLTH, 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 h4 zards 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 Officer 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 Lata, and other classified information and protecting against sabotage, espionage, loss and theft, the classified docu=ents and material in the contractor's possession in connection with the performance of work under this contract.
Except as otherwise expressly provided in this contract, the contractor shall, upon completion or termination of this contract, transmit to the Commission any classified matter in the possession of the contractor or any person onder 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, manufacture, or utilization of atomic weapons; (2) the production of special nuclear material; or (3) the use of special nuclear material in the production of energy; but shall not include data declassified or removed from the Restricted Data category pursuant to section 142 of the Atomic Energy Act of 1954, as amended.
(d) Definition of Formerly Restricted Data. The term "Formerly Restricted Data," as used in this clause, means all data removed from the Restricted Data category under section 142d of the Atomic Energy Act of 1954, as amended.
(e) Security clearance 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 liability 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 contractor 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 sub-contractor or supplier by the contractor.
47.
PRIVATE 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 times (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 may be used by the Government for any purpose whatsover without any claim on the part of the contractor and its subcontractors and vendors for additional compensation 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 contractor either as the Contracting Officer may from time to tir-direct during the progress of the work or in any event as the Contracting Officer shall direct upon completion or termination of this contract. The contracter's right of retention and use shall be subject to the security, patent, and use_of information provisions, if any, of this contract.
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- 49. AUTHORIZED REPRESENTATIVE The Contracting Officer may designate an authorized representative under this contract for the purpose of assuring that services required under the contract are ordered and delivered in accordance therewith. Such representa-tive as may be appointed will he specifically designated in writing to the Contractor from the Contracting Officer, including the extent of such designee's authority.
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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 adjustmer,t within' thirty (30) days after the end of the period of wore stoppage; provided that, if the Contracting Officer decides the facts justify such action, he may receive and ar.t 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.
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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 infonnation 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 acknowl' edge the support of the U. S. Nuclear Regulatory Commission whenever publicizing the work un' der this contract s'
in any media. To effectuate the foregoing, the Contractor shall include in 7y 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 th.is contract, without the prior written consent of the Contracting Officer.
(ixo 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.
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53.
WORK FOR OTHERS Notwithstanding any other provision of this contract, during the term of this contract, the centractor agrees to forego entering into consulting or other contractual arrar.gements with any firm or organization, the result of which may give rise to an actual or apparent conflict of interest with respect to the work being performed under this contract.
The contractor shall insure that all employees designated as key personnel if any, under this contract abide by the provisions of this clause. If the contractor believes with respect to itself or any such employee that any proposed consultant or other contractual arrangement with any firm or organization may involve a possible conflict of interest, the contractor shall obtain the written approval of the Contracting Officer prior to ' execution of such contractual arrangems...
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