ML19318A262

Contract: Licensing Technical Assistance, Awarded to Science Applications,Inc

ML19318A262
Person / Time
Issue date:	05/23/1980
From:	Dougherty D, Findley D NRC OFFICE OF ADMINISTRATION (ADM), SCIENCE APPLICATIONS INTERNATIONAL CORP. (FORMERLY
To:
Shared Package
ML19318A260	List: ML19318A259 ML19318A262
References
CON-NRC-02-80-035, CON-NRC-2-80-35 NUDOCS 8006190104
Download: ML19318A262 (24)

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SASIC ORDERING AGREEMENT EXPIRATION DATE - ONE YEAR FROM THE EFFECTIVE DATE OF THE AGREEMENT LICENSING TECHNICAL ASSISTANCE dQTht MC'.JNT CF CCK. TACT $

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CO.iTENTS OF EASIC ORDERING AGREEMENT This Easic Ordering Agrasment consists of:

1.

Execution Page -(Standard Form 26) 2.

Contents of Basic Ordering Agreement 3.

Special Provisions ARTICLE I Description of Agreement ARTICLE II Services to be Ordered ARTICLE III Placing and processing of Orders ARTICLE IV Pricing and Negotiation of Orders ARTICLE V Time of Delivery ARTICLE VI Reports ARTICLE VII Labor Hour Rates ARTICLE VIII Pricing of Adjustment ARTICLE IX Contractor Notice Regarding Late Delivery ARTICLE X Type of Contract ARTICLE XI Modification of Basic Ordering Agreement ARTICLE XII Conditions for Maintaining Agreement ARTICLE XIII Work for Others ARTICLE XIV Authorized Representative ARTICLE XV Private Use and Protection of Unclassified Government Information ARTICLE XVI General Provisions for Time and Material or Labor-Hour Contract ATTACHMENT A Billing Instructions for NRC Cost-type Contracts

e, Article I - DESCRIPTICN OF AGREEMENT This Basic Ordering.%rtement (E0A), as defined in Federal Recalation 1-3.410-3, contractor is required to provide the services identified under Article This agreenent is primarily used as a means of expediting procure-cents and is neither intended to restrict competition nor imply that the II.

Goverr. ent will place future orders for these services.

Article II - SERVICES TO BE ORDERED _

The contractor shall provide to the Government technical assistance services as the Government may order hereunder in the ranner thereinafter provided.

Such services shall be as generally described in the fo11: wing Statement of

'n's e k:

STATEMENT _OF WORK The contractor shal1 furnish the necessary staff, facilities, raterials,

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and services to perform in the area delineated below:

Task 1.

Safety Reviews, Analyses and Other Technical Assistance The contractor shall perform complete or partial reviews of safety analysis reports, other apolicant documents and facilities and assess the consequences to employees and the public a's a result of the construction, operation and deco =nissioning of fuel cycle facilities.

The adequacy of systems provided for~ the mitigation of the consequences of accidents may also be addressed.

applications for spent fuel The scope of the reviews related to storage will encompass, but not be limited to, the topics covered in Regulatory ~ Guide 3.44, " Standard Format and Content for the Safety Analysis Report to be Included in a License Application for the Storage of Spent Fuel in an Independent Spe'nt Fuel Storage Installation."

The scope of the reviews related to applications for high level liquid waste processing will encompass, but not be limited.to, the topics covered in Regulatory Guide 3.E6, " Standard Format and Content of Safety Analysis Reports for Fuel Reprocessing Plants,"* as applicable.

hese Guides are caly for idsntification of topics.

U. ertise will be required in cany areas, e.g., industrial safety and fire protection, health physics, nuclear criticality The re0ienars quali ty as surance, and s tructural engineering.

may be -required to prepara and present testim:ny as expert wit-

r. esses for hearings in suppirt of their reviews.

4 or 4

The review shall be coordinated with the f245S Project Officer.

Uhere licensee information is inadequate to permit conpetent review a list of questions air.ed at eliciting the needed information will be submitted to the fiRC. The questions will be discussed with the Project Officer before being transmitted by the fiDC to the applicant.

As a result of proposed license rodifications or amendments, the contractor shall be required to perform short-term, ifmited-scope, technical studies related to safety of the construction, operation, and deco.uissioning of fuel cycle facilities.

This work includes compilation and assessment of available accidant and testing data, and analysis of facility safety under conditions of normal and accident op3 ration.

Task 2.

Environmental Reviews, Ar.alysis and Other Technical Assistance _

The Contractor shall perform reviews of environrental reports, other applicant documents, facilities and sites; evaluate the environmental impacts of the pmposed actions and prepare environ-mental impact assessments or draft and final environrental impact statements as selected by the tiRC and in conformance with 10 CFR Part 51.

The scope of the reviews will include, but may not be limited to those topics described in flVREG-0158, (Environmental Standard Review Plans, etc.*), suitably rodified for the applicable fuel cycle facility. For Final Environcetnal Impact Statements the contractor will consider and pmvide appropriate discussion of agency and public comment on the Draft EIS.

Expertise will be required in many areas, e.g., ecological and interrelated earth sciences, socioeconomics and disciplines related to cost-benefit analyses.

The reviewers may be required to prepare and present testirony as expert witnesses for hearings in support of their reviews.

. The review shall be coordina ted with the fiMSS Project Officer.

Where licensee information is inadequate to permit competent review a list of questions aimed at eliciting the needed information will be submitted to the tiRC.

The questions will be discussed with the Project Officer before being transmitted by the f4RC to the licensee.

• "Environmantal Statement Outline used for Preparation of Environmantal Standard Eaview Plans.

Single copies of fiUREG-0158 may be obtained by writing:

Division of Technical Inforration and Dacu ent Control Distribution Services 3 ranch U.S. Lclear Regulatory Co,ra.ission Nashington, D.C.

20555

As a result of preposed license modifications or amendments, the Contractor may also be recuired to perform short-term, limited sccpe, technical studies related to environmental impact of the construction, cperation and decommissioning of fuel cycle facilities.

This work includes compilation and assessment of available environ-r.antal data, measurement or estimation of the environments in which proposed or actual facilities exist, and quantifying the effects of facility / environment interaction.

M2 tines and Travel e

The Contractor will be required to visit the NRC offices in Silver Spring, "aryland up to three (3) times per task review to confer with the Fuel Cycle and Material Safety staff.

The time and occasions for these meetings will be coordinated by the NMSS Froject Officer.

The Contractor will be required

.to visit the project sites and other similar government or commercial facilities and to attend other maetings or events at times and places designated by the NMSS Froject Officer.

It is estimated that up to two (2) visits per task review will be required.

In addition, Contractor personnel may be required to travel to hearings to provide testimony as expert witnesses.

URC Furnished Material To facilitate the work described in Tasks 1 and 2, and within 10 days after receipt, the NRC will provide the Contractor with pertinent sections of the Safety Analysis Reports and Environmental Reports prepared by applicants for licensing approval and various other documents related to the work described, such as Environmental Impact Statements, Regulatory Guides, technical standards, and topical reports.

If the Government furnished material, suitable for its intended use is not so delivered to the contractor the Contracting Officer shall, upon timely written recuest made by the contractor, and if the facts warrant such action, equitably adjust any affected provision of this contract pursuant to the procedures of the " Changes" clause hereof.

Article III - PLACING AND PROCESSING OF ORDERS (a) Ordering Period:

The Government, from time to time, during the period commencing on the date of this agreement and ending one (1) year thereafter (hereinafter called the " ordering period"), may place orders for services hereunder.

Each order placed under this agreement shall be issued and processed in the canner hereinafter provided.

By mutual agreement of the parties, the ordering period of the BOA ray be extended one (1) year.

(b) Authorized Ordering Activiti6s:

Contracting Officers of the Nuclear Reculatory Commission may place orders under this Basic Grdering Agreement.

The Contracting Officer has full responsibility for administering all contractual actions arising from any task orders issued and has ~ the sole responsibility and authority to make any changes to the provisions of this E,asic Ordering Agreement.

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(c)

Tg~es of Orders:

Orders placed hereunder will be of two tyoes.

Unoriced 0rders and Priced Orders as defined in subparacraohs (1) and

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(2) below:

(1)

Unpriced Orders: Unpriced orders are hereby defined as orders Eereuiider for Chich price and delivery will be proposed by the contractor as orovided in paragraph (f) of this Section.

(2)

Friced Orders: Friced orders are hereby defined as orders for kEich the parties have agreed upon price. and all other terms and conditions of the order prior to issuance.

A Priced Order will be identified as follows:

"This is a Friced Order issued pursuant to Section (c) (2) of Basic Ordering Acreement and (Contractorf;ame) offer of (Date) fd) fontent of Order:

Each order placed under this contract shall include

, e rolicwing:

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(1)

The contractor number, the ' task number, and the aapropriate reference to this Basic Ordering Anreement.

(2) ' Citation of the necotiation authority oursuant to which the order is neootiated.

(3) Applicable Aporooriateion and Accountino Data and soecial invoicing instructions where aoplicable.

(4)

For Unoriced Orders: A desired period of oerformance and/or dFTiver.Fdate and a monetary limitation for all the work covered by the order.

(This monetary limitation shall be deleted uoon the establishment of contract prices.)

(5)

For Priced Orders: Agreed to total order price and period of fiiir~formance ind/ir delivery dates.

(6)

Such other terms and conditions as ray be pertinent to the particular tasks thei eby ordered.

(e) Authority to Proceed:

(1) Unnriced Orders: Upon receipt of any unpriced order hereunder. the contractor shafl proceed with the work subject to the limitations of paracraoh (.i) of this Section.

However, the contractor shall not oroceed in the following circumstances:

(a)

Incomplete or Inadecuately Described Tasks or Projects:

The contractor 5hal'l iiiie'diiTEly~Eomunicate with the Contracting

~

Officer and request an appropriate adjustment in the order for tasks or projects, which are incomplete or inadequately identified, except as applies. to typographical errors and other obvious errors.

(b)

Orders knich Luntain a Monetary Limitation Which is Ur.reefo'r.aWCefEieiIt 1.?.en Fielated to the Dollar Value of the

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' Servi ~cW to be FFnTshed'Thareunfer:

When the monetary amount fs proViTe'd with the crder the contractor shall notify the Contracting Officer in advan:e of submission of the proposed price for the effort, the dollar er.ount of understatement in the ror.etary limitation contair.ed in the order.

The Contracting Officer will notify the contractor in writing of the desired action to be taken.

-(5)

Friced Orders _: Upon receipt of iny Priced Order hereunder, the contractor shall proceed with the tasks specified therein.

ii:w-ever, the contractor shall not proceed with any task that does not set forth price and delivery provisions agreed to by the parties.

In the event of receipt of Friced Orders which do not reflect the agreed upon provisions, the contractor shall irmediately co:mnicate such information to the Contracting Officer.

The Contracting Officer will promptly notify the contractor of action to be taken with respect to such order.

(f)

Frocessing of Unpriced Orders by the Contractor _:

(1)

Within thirty (30) days af ter receipt of each Unpriced Order hereunder, or within such period as the Contracting Officer may specify, the Contractor shall submit a proposal containing the proposed price for the effort, period of performance or delivery dates, and such other information as is pertinent to the task.

(2) When the total of the costs or prices proposed for the unpriced order exceeds $100,000.00, the contractor shall, unless otherwise a cost breakdown of the total order price on the current edition of Optional Form 60 (Contract Pricing Proposal).

Additional cost breakdowns and/or substantiating data shall be made available to the Contracting Officer 0pon request.

Orders priced by the contractor below $100,000.00 shall be returned to the Contracting Officer with such substantiating data as are reasonably requested to facilitate a pricing review and subsequent negotiation.

Such da ta may be requested by the Contracting Officer at the time of placement of the unpriced order or subsequent to receipt of the contractor's proposal.

(g)

Processing of Priced Orders by the Contractor _:.

(1)

Within fif teen (15) days af ter receipt of each Priced Order hereunder, or within such additional period as the Contracting Officer may allow, the contractor shall sign and return three (3) copies of the task order to the Contracting Officer, acknowledging receipt of the task order and acknowledging that the task order contains price and delivery provisions agreed to by the contractor.

(h)

Pro:essina of Ugriced Orders by the Contracting _0fficer:

for which the contractor has submitted proposed prices will be processed by the Contracting Officer as follcws:

Within_ thirty (30) days or such additicnal pariod as may be mtually agreed upon after receipt by the Contracting Officer of the centractor's Proposal, the Contracting Officer shall either:

Issue a Supplemental Agreement, for execution by bot'h parties

.(1) specifying the proposed prices thereby signifying approval of the proposed prices; Terminate the task order in its entirety in accordance with the (2) clause hereof entitled, " Termination for Ccnvenience of the G;vernment".

!l hen (3)

Notify thr. contractor of the need for further negotiations.

an agreement on price is reached, the Contracting Office shall issue a supplemental agreement definitizing the unpriced order into a priced order.

The agreement shall be executed by both parties.

In the event of a failure to agree on D g reement as to Frices:

(i) price, such Viilure shalT be deemed to be a dispute con:erning a question of fact in accordance with the clause of this contract entitled, " Disputes.*

Limitation of Liability of the Govern ent:

Frior to definitization (j) of an unpriced order, the contractor shad be permitted to stop work on such order at any time it is reasonably estimated that the cost incurred with respect to such order, plus termination expenses and profit, will exceed the dollar limitation set forth in the order.

In the event the contractor so stops work on any order he shall promptly notifgthe Contracting Officer of such fact anifTdvisi the Contracting Ofncer of the amount of increase in monetary limitation which is reasonably required in order to permit the contractor to proceed further with the order.

The Government shall not be obligated under any of the provisions of this agreement, including, without limitation, the above provisions of the clause of this agreement entitled, " Termination for Convenience of the Government," to pay to the contractor with respect to task under an order, any amount in excess of the monetary limitation stated in the order.

Article IV - PRICIt!G Af4D fiEGOTIATION OF ORDERS _

It is agreed that each proposal submitted and all prices negotiated on orders issued under this Basic Ordering Agreement shall be submitted and shall be negotiated in accordance with the provisions of Part 1-XV of the Federal _

Frocurement Reculation as in effect on the date of each such order.

Article V - tit 4E OF DELIVERY _

The contrac'wr shall deliver the completed tasks called for in each order in accordance with the delivery schedule set forth in such order.

Article VI - REPORTS N.ltbir Estte:. ecort_

t Lch conth, the centractor shall subnit 3 cocies of a brief letter repart (1)' the work perfor.:d du ~rg the previous :: nth; which :,u :rie,es:

/2) Pers nnel time expenditures dur,*ag the previculi month; and (3) costs:

orojectica *:y (i) current p riod, (ii) ctculative to date, and (iii). cest 'rewrt sh:01 *

(Le fi st rpnthly

- nih is c::pletica of the -or*c efGrt.

tha initial c=st projectica sad suhscqu.t reparts shai1 eithe -

.' '; > i d :

.=r= vide revised Frojections or indicate "no cha::ge in the cost =ro'ecticn.")

re.o:--ts shall he due by the 15th of each m: nth with dist:ibutiEn as U:

icn c.:s:

"r. Feter tcyren, FroJH;t Of ficar, fc4SS (1cy) 0ffi:e of the Dire: Lor, ID*SS (.U 27:

su.337t} (1 ev)

, r. h: mis D:=5 e-ty,' C:ntract!=g Office:7:eg(a.:1cy)*

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-fafety Review Task Reports-For a+ch facility safetw review, the contractor shall provide 3 copies of a draft report to the tiMSS FrojectDificar that discusses in d: tail the safety aspects related to each of the review topics along uith the revie..ars results and. conclusions.

Witbin 30 days of receipt of each craft task report, the li:?SS Feclect Officar shall pr: vide com:ents to the contractor to be c;nuidarea in the preparation of the finsi task report.

n ese coc. ants will identi fy problem areas.. discrepancies and technical insichts en the draft report.

Dese cortent:; will be for.the purpose of clarification only and will not be ccnstrued as to prejudge the.

csntractor's work or technical findings.

Final task reports:

cay provide a basis for the fiRC Safety Evaluation Report.

Envirar.=.en tal Review Ta sk 'Repa ts ~

Bree draft ccpies of Graft and Final Environmental trpact State =ents prepared undar Task 2 shall be submitted to th,e li:1SS Project Officer' The impact Statements sha11 discuss ESch of the topics of t!UREG-0150, as discussed in Task 2 above, using the EIS outline of tiUREG-0158.

For Environmental Assessments a similar, draft report shall bei sulnitted in three copies v.hich addresses each of the tcP C5 of :UREG.0158 through Section 7.0.

The Project Officer will furnish coments on drafts of the reports within four weeks after receipt of a draft.

These*

car.ments will identify proble:n areas, discrepancies and technical insights concerning the work performed.

These cou.ments wil1 he for the purpose of clarificaticn only and will not be,ccnstrued as to prejudge the contractor's work or technical findings.

D e contractor shall revise the draft and submit a camera-ready copy of the final report that incsrporates resolution of appropriate co=.ents within four

c.,re,. eels. l,Erciect Of ficer's cor ents are separate fro:s -

asancy and pubitc coments anticipated in Craft Enviror. mental

.:;act Statz.ents.)

T;EX E 3T FC:."ATf re orts [r$ pared under. the provisions of thi's ccnt.ract, 7ar tasic dth the. r:dsicas as stated in.W th: i~or=st shan *ce ~$ accoIdam: 0 D.2 =1.'.::end*x 3 232 for eith er " Tor.=11 C='. tractor Dacm::r.ts" or "Tnted:1 C;ntrictor Dace. mts" as a.o. r:priate.

Article VII - LASOR H3tR RATE 5_

In considaration of the satisfactory performan:e of work called A.

for in individual task ordars isiced hereunder, the contractor shall be paid for each can-hour of performance in accordance with 01e following fixed rates which include a base hourly rate, all indirect costs and profit.

Ceiling hours, which are not to ba e>cteded, for each category of labor shall be negotiated on an individual basis for each Task Ordar.

Fixed Hourly Billing Rate _

Labor Ca te_gorg 573.40 Scientist 43.2 53.13 Scientist 43.1 61.75 Scientist 42.2 53.83 Scientist 42.1 51.58 Scientist 41.2 44.96 Scientist 41.1 43.33 Scientist 32.2 37.58 Scientist 32.1 36.91 Scientist 31.2 31.60 Scientist 31.1 28.67 Scientist 22.0 24.71 Scientist 21.0 20.89 Scientist 12.0 17.43 Scientist 11.0 -

16.83 Technical Support 7.0 17.64 Tschnical Support 6.1 13.20 Technical Typist 6.0 For all travel, supplies, report production costs, graphics, B.

cornunications and other direct charges, the contractor shall be reinbursed at actual cost plus indirect expenses at a fixed rate of 12.5% GLA.

,e Article VIII - PRICING OF ADJUSTMENT _

'l hen costs are a factor in any determination of a contract price adjustment pursuant to the " Changes" clause or any othar provisions of this agreement, such costs shall be in accordance with Part I-XV of the Federal Procurement

~~

Re7alation as in effect on the date of the order.

~~

Article IX - CONIPACTCR NOTICE REGGDING LATE DELIVERY In the event the contractor encounters difficulty in meeting performance requirements, or when he anticipates difficulity in complying wit?- the task order delivery schedule or date, he shall in ediatly notify the Contracting Officer in writing, giving pertinent details; provided, however, that this data. shall be information only in characer and that this provision shall not be construed as a waiver by the Government of any delivery schedule or date of any richts or rsmedies presided by law or under this agreement.

Article X - TYPE.0F CONT?ACT Each task ordar will be issued on a time /raterial basis.

Article XI - H331FICATION OF BASIC ORDERING AGREEMENT The agreement may be modified at any time by mutual agreement of the parties.

Article XII - CONDITIONS FbR IMINTAINING AGREEMENT This agreement shall be reviewed at least annually prior to the anniversary of its effective date to assure conformance with all requirements of law and pertinent regulations and shall be revised, if necessary, to conform thereto.

Any modification or revision shall be evidenced by a supplement agreement modifying this Basic Ordering Agreement or by the issuance of a superceding Sasic Ordering Agreement.

This agrcenent may be terminated upon thirty (30) days written notice by either party to the other, except that the Government may immediately terr.inate this agreement at any time af ter the parties fail to agree to any deletion, addition, or modification to this agreement which is required by statute, Executive Order, or the Federal Procurement Reculation.

No dele-tion, addition, or modificatioa to or termination of this agreement shall affect any orders therefore entered into between the parties in which this agreement has been incorporated, by reference.

12 vi :*

Article XIII

'rlJP,K FOR OMERS ibtwithstanding any other provision of the Basic Ordering Agreement, during the term of any task order issued thereunder, the Contractor agrees to forego entering into consuit.ing or other contractual arrangements with any firm cr organization, the result of which c:ay give rise to an actual or apparent conflict of interest with respect to the work being performed under the task order.

The contractor shall insure that all e.,ployees who are employed full time under any task drder abide by the provision of this clause.

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

Article XIV - AUTHORIZED REfRESE!gATIVE The Contracting Officer may designate an authorized representative under each task order for the purpose of assuring that services required under the agreement are ordered and delivered in accordance therewith.

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

Article XV -

Frivate Use and Protection of Unclassified Government Inforraticr.

a.

Except as specifically authori:ed by this contrac:, or as otherwise approved by the Contracting Officer, records or other informa tion, documents and material furnished by the Ccmission to the contractor in the performance of this contract shall be used only in connection with the ork performed under this contract.

The contractor shall, epon cc:rpletien or termina tion of this contract, transmit to the Commission all records' or other informa tion, documents, and caterial, in the perfor=ance of this ccntract.

b.

The contrector shall be resacnsibio for safecuarding ircm ur. authorized disclosure any inform ation or other documents and r.aterial execo; frcm public disclosure by the Cc=issions' regulations and made available to the con:ructor in ccnnection with perinrmance of work under this c;ncrac;.

The ccntractor agrees to conform to all r

16ticos, requirements and direc

ica of the Ccmission with respect to such caterial.

c.

The con:raccor's duties undar this clause shall not :.e construed to limit or affect in any way the contractor's ooligation to ccnicimi to all security reguiktions and recuirements of the Cc.missica pertainitq to classified infor=atica and material.

Article XVI The folicaing clauses are a part of this agrcement if a Time and Material or tabor-Heur type order is issued hereunder:

Clause 1 - Chances The Centrecting 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. -

If any such change recuires an increase or decrease in any hourly rate or in the ceiling price provided for in this contract, or in the time required for the

- perforrance of any part of the work under this contract, whether changed or not changed by any such order, or othersise affects any other provision of this contract, an equitable a'djustment shall be made in.the (i) ceiling price, (ii) b:urly rates, (iii) delivery schedule, and (iv) in such other provisions of the contract as ray 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, hc ever, that the Contracting Officer, s

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 adjustment shall be a dispute concerning a question of fact within the meaning of the " Disputes" clause of this contract.

However, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed.

Clause 2 - Termination _

The perfonunce of work under the contract may be tarminated by the Gcvernment in accordance with this clause in whole, or from time to time, in part:

(a) whenever the Centractor shall default in perrIrmance or this contract in (i) accordance with its terms (including in the term "defalut) any such failure by the Contractor to make orocress in the prosecution of the work hereunder as endangers such performance), and shall fail to cure such default within a period of ten (10) days (or such longer periods as the Contracting Officer may allow) after receipt from the Contracting Officer of a notice spacifying the defalut, or (ii) wheneve for any rea'en the: 2ntra: ting Officer shall determine that such termination is in tna oest interest of the Gcvernment.

Any such termination shall be effected by delivery to the Contractor of a Notice of Termination specifying whether termination is for the default of the Contrector or'for the convenience of the Government. the extent to which performance of work under the contract is tenainated, and the date upon Rich such termination beccmes If af ter notice of termination of this contract for default under effective.

(i) above, it is determined for any reason that the Contractor was not in default pursuant to (i), or that the Contractor's failure to perform or to make progress in ;.arforrance is due to causes reyend the control and without the fault or negligence of the Contractor pursuant to the provisions of the clause of this contract relating to excusable delays, the Notice of Termination shall be deemed to have been issued under (ii) abcVe, and the rights and obligaticns of the ;arties reto shall in such event be ccvarned accordingly.

= _ _ _ _ -

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(b) 'Af ter re:eipt of a fictice of Termination and except as otherwise directed by the Centracting Officer, the Contractor shall:

(i) stop w:rk under the contract on the date and to the extent specified in the :;otice of Tamination; (ii) place no further orders or subt;ntracts for rateriais, services or facilities, except as ray be r.ecessary for cc pletion of such partion of the w rk undar the contract as is not terminated; (iii) terminate all orders and subcontracts to the extent that they relate to the performance of work teminat;d by. ??otice of Termination; (iv) assign to the Government, in the manner and to the extent directed by the Contracting Officer, all right, title, and interest of the Centractor under the orders or subcontracts so terminated, in which case the Government shall havc the right in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontrac s; with the aporaval or ratificaticn of the Contracting Officer, to the (v) extent he may.eouire, which approval or ratification shall be final and conclusive for all purpeses of this clause, settle all cutstanding liabilities and all claims arising out of such termination of orders and subcontracts, the cost of which would be payable by the Goverr. ment in whole or in pa'rt, in accordance with the provisions of this contract; (vi) transfer title (to'the extent that, title has not already been transferred) and in the ;.anner, to the extent, and at the times directed by the Contracting Officer, deliver to the Government (A) the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced as a part of, or acquired in respect 'of the performance or partially completed pla,by the ??o'tice of Termination,d(B) the comolete of, the work terminat ed ns, drawings, information, an other prop'erty which, if the contract had been completed pould be required to be furnished to the Government, and (C) the jugs, dies, fixtures, and other special tools and tooling acquired or manufactured for the performance of this contract for the cost of which the Contractor has been or will be reimbursed under this contract; (vii)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 (vi) above; provided, to any purchaser, and (B) may acquire any such property under the condition pr,escribed by and at the price or prices approved by the Contracting Officer; and provided further that the proceeds of any su.h 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 r.anner as the Contracting Officer. ay direct:

(viii)cempl e te performance of such part of the work as shall not have been terminated by the tiotica of Termination; and (ix) take such action as may be necessary, or as the Jontracting Officer may for the protection and preser.ation of the property related to

direct, this contract, which is the possession of the Contractor and in wnich the Government has or may acquire an interest.

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.3 o i The Ccntractor shall proceed ircecinely with the perforrance of the above cbli;a-ions no: withstanding any celay in detemining or adjusting any amount due or caing under this c1ause.

After receipt of a Tlotice of Termination, the C;ntractor shall submit to (c) the Contracting Officer his termination claim in the form and with the r

Such claim shall,be,

certification presceived by the Centracting Officer.

suimitted promptly but in no event later than cne year f rem tne eTiective care cc, termination, unless one or care extensions in writing are granted by the Centraccing Officer, upcn request of the Contractor made in writing within such one year

• i: wever, if the Contracting Or r icer period of authorned extension thereof.

determines that the facts justify st.;h action, he may re:eive and act upon any such termination clain at any time after such cne year period or any axtensicn Upon failure of the Centractor to submit his termination claim within thireof.'

the time ailet.ed, the Contracting Officer may, subject to any Setti amant Review

, e> ecution of this centract, determine, 5:ard apprcvals in. effect as of the date o#

cn the basis of informaticn available to him, the an:unt, if any, due to the C:ntractor by reason of the termination and shall thereupon pay to the Contractor the am:unt so determined.

(d) Subject to the provisions of paragraph (c), the subject to any Settlement Review Scard approvals in effect as of the date of execution.of this contract, the Centractor 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 The contract shall be or partial terminaticn of work pursuant to this clause.

amanded accordingly, and the Contractor shall be paid the agreed amount.

(e)

In the event of the failure of the Contractor a'nd the Contracting Officer to agree in whole or in part, as provided in paragraph (d) above, as to the amounts to be paid to the Contractor in connection with the termination of work pursuant to this clause, the Contracting Officer shall, subject to any Settlement Review 5 card app'rovals in effect as of tne 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 Ccntractor the amount determined as follcws:

(A)

Any 4 mount for the preparation of tre Ccotractor's settlement pr:posal; or (B)

The portion of the hourly rate allocable to profit for any direct labor hours expended in furnishing caterials and services not delivered to and accepted by the Government.

(f) The Contractor shall have the right to appeal, under the " Disputes" clause t,ais contract, from any deteminatica made by the Contracting Officer under ofparagraphs (c) or (e), above, except that if the Contractor has failed within the time provided~ in paragraph (c), above, to request extension of such time, he shall cave no such right of appeal.

In any case where the Ccntracting Officer has race a datemination of the amount due under paragraph (c) or (e), above, the G:verarent shall pay to the Contractor the follcwing:

(i) if there is no ri;ht to app 2al e

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9

...s hereunder, cr if no timely ap;eal has been taken, the ar.ount so determined b t

the C:ntrec-ing Officer; or (ii) if an appeal has been taken, the amoun finally determired cn such e;;eal.

n arrivine at the a : nt due the Centractor under this clause, there shall be deducted (i) all uniiquida:ed ed.ance or other pay ents theretc. fore (g) t ride to the Contractor, applicable to the terminated portion of this contrac ;

(ii) ahy claim which the G:vernrent may have against the Contracto and (iii) the agreed price for, or the proceeds of sale of, ld any citerials, supplies, or other things accuired by the Ccntractor or so with this c:.ntract; pursuant to the provisicns of this clause and not otherwise rec vared by credited to the Goverr.r.snt.

In the event of a ;artial teminatienl the heurly rates for direct labor shall

• :urs with respect to the w;rk under the. continued porticn of the contr (h) be equiSbly adjusted by agrae:Gificer, and such adjustrant shall be evide The Goverr, ment under such terms and c:nditions as it prescribed may ma t

partial payr.ents and payrints on account against costs incurred by the Co (i) nhenever in the in connectica with the 'tarminated portion of the contract, within the amount to which the Contractor will be entit If the i

d to be due total of such payments is in excess of the amount finally de erm ne h Governrent under this clause, such excess snall be payable by the Centractor to t e (5) percent per upon derand, together with interest cc puted at the rate of Contractor to the date on which such excess is repaid to the Government; hcwever, that no interest shall be cha~rged with respect to any such excess attributable to a reduction in the Contractor's claim by reascn of retention or other dispcsition of teminaticn inventory until ten (10)

Officer by reason of the circumstances.

Clause 3 - Fayments_

The Ccntractor shall be paid as follcws upcn the submission of invoices or vouchers approved by the Contracting Officar.

(a) Hourly. Rate The amounts computed by multiplying the appropriate hourly rate, or d,

rates, set fortr. in the Schedule by the number of direct labor hours perforr.e (1) which rages shall include wages, overhead, general and ad.r.in upense =d profit.

douchars cay be su.Tiitted cnce each month (or at more frequent intervals, if approved by the Centracting Officer), to the Centracting Officer

.ba s_i s,.

The Contractor will substantiate vcuchers by evidence of or his designee.

actual psycent and by individual daily job timecards, or such otherFrrptly af ter re substantiatica appecved by the Contracting Officer.

of each substatiated vrucher, the Gcvaramsnt shall, except as otheraise provided in this c;ntrict, and subject to the previsicns of (e) balcw, r.ake pa:=ent there:n as approved by the C:ntracting Dificer.

(2)

Unless otherwise set fcrth in the Sch=cule, five per:ent (5'.) of the a=unt d;e under this paraccapn (a) shall be wi-hheld frcm each payment by the C:r.tracting Officer but the total 2 :unt withheld shall not exceed 550,000.

Such amur:s withheld shall be retained until the executien and delivery of a releare by the C:ntractor as pr:vided in paragraph (f) hereof.

(.- ) F.... = e s.~. v i. s i ~... s o '. ' ".. W_ u.. _ W. '.. =. - =_ o f v '_ ' =..., i o_ _ s %. _ c ".. v. ' b... F. ur rate or ra:es set fcr:n in tne 5chs:ule shall not be.ariec bv virtue of tr e Contractor havinc sericreed -ark n an cvertire basis.

If n,cI> cver; ice ra:es te an is a:;revec in advance oy the are pr viceo in tne Scnecu.

c cvertime wtrK GContrac-ino Or ric_er, everti_re_ _ rate _s__will be neco iat ed.

Failure to agree tpen these overtime ra:es will be treated as a cispute under the "Cisputes" If the Schedule provides rates for evertire, the clause of this contract.

premium portion of those retes wiil be reimbursable only to the exte,1t the cvertire is approved by the Can'.racting Officer.

(b)

Subcontracts (1)

The ccst of sub:ontracts '.,hich are authori:ed pursuant to the "Subccntrects" clause hereof shall be reirbursable crits hareur. der, provided such costs are ccasistent witn subparagraph (2.) belcw.

Reirbursable cost in cannection with subcontracts shall be limited to the amcunts actually required to be paid by the Contractor to the subcontractor and shall not include any costs arising feca the letting, administration or supervision of performance of the subcontract, which costs are included in the hourly rate or rates payabie under (a)(1) above.

(2)

The Coni.ractor shall, to the extent of his ability, p'rocure materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials, and take all cash and trade discounts, cebates, alicwances, credits, salvage, cc: missions, and other benefits.

When unable to take advantage of such benefits, it shall promptly notifyCreciit the Contracting Officer to that effect, and give the reason therefore.

shall be given to the Government for cash and trade discounts, rebates, ailcuances, credits, salvage, the value of,resulting scrap when the amount of such scrap is appreciable, cc: missions, and other amounts which have been accrued to the benefit of the Contractor, or would have so accrued except for' the fault or neglect of the Contractor.

Such banefits lost through no fault or neglect en the part of the Centractor, or lost through fault of the Government, shall not be deducted fecm gross costs.

(c)

It is estimated that the total cost to the Government for the performance of this contract will not exceed the ceiling price set forth in the Schedule, and the Contractor agrees to use his best efforts to perform the work specified in theIf at Schedule and all obligaticas undar this contract within such ceiling price.

any time the Contractor has reason to believe that the hourly rate payments and othar approved costs which will accrue in the performance of this contract in-the next succeeding thirty (30) days, when added to all other payments and costs previously accured, will exceed eighty-give percent (55%) of the ceiling price then set forth in the Schedule, the Csntractor shall notify the Contracting Officer for to that effect giving his revised esticate of the total price to the Government the performance of this centract, together with supporting raas:ns and the docurantation.

If at any t.ime during the performance of this ccatrect, C:ntractor has 'reeson to beliave that the total price to the Gcvernmant for the performance of this contract will be subs ~tantially greater or less than the than s',tt:-d ceiling price, the C:ntractar shall so notify the Contracting Officer, 4

giving his revised estimate of the total price for the performance of this If at any tima c:ntract,1:: ether with su:perting reasons and documentation.the Government has rea daring the ;5rformance of the ccntract, that the urk to be required in' the pericrmance of this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Centractor, giving the then revised estimate of the total arrur.t of effort to be required under the contract.

in The G:vernrent shall not be obligated to pay to the Contractor any arcunt e> cess of the ceiling price set forth in the Schedule, and the Ccntractor shall (d) not be obli;ated to centinue perforrance if to do so would exceed the ceiling price set forth in the Schedule, uniess and until the Contracting Officer sha have notified the Contractor in writing that such ceiling price has been increased and shall have specified in such notice a revised ceiling which shall thereupon When and to ccnstitute the ceilirg price for performance under this contract.

the 2xtent that the ceiiing price set forth in the Schedule has been increased, any hours ex; ended and r,atarial cests incurred by the Ccntractor in excess o be allcwable to the same extent as if ceiling price prior to this increase shal:such h:urs expended and materia the ceiling price.

. t any i; ice or times prior to final payment under this centract the Contracti Officer may cause to bd made such audit of the invoices or vouchers and substan-(e)

Each payment theretofore made tiating ma terial as shall be deemed necessary.

shall be subject to reduction to the extent of amounts which are fcund by the Contracting Officer not to have been properly payable, and shall also be subject to reduction for overpayments, or to increase for underpayment.s, en preceding Upon receipt and approval of the-voucher or invoice designated by the Contractor as the " completion voucher" or " completion invoice invoices or vcuchers.

and substantiating material, and upon compliance by the Contractor with all provisions of this contract (including, without limitations, provisicns relating to patents and the provisions of (f) and {g) belew, the Government shall as promptly as may be practicable pay any balance due and cwing the Contractor.

The completion invoice or voucher, and substantiating material, shall be submitted by th2 Contractor as promptly as may be practicable folicwing completion of the work.under this contract, but in no event later than one (1) year (or such icoger period as the Contracting Officer may, in his discretion, approve in writ,ing from the date of such completion.

The Cont / actor and each assignee, under an assignment entered into under this

~

shall (f) contract and in effect at the time of final payment under this contract, execute and deliver, at the time of and as a ccnditica precedent to final payment under this contract, a release discharging the G cut of or under this contract, subject caly to the folicwing exceptions:

specified claims in stated amounts, or in estimated amounts wiiere the (i) amounts are not susceptible of exact statement by the Contractor; (ii) claims, together with reasonable expenses incidenta the perforrance of this centract, snich are not kncan to the Contractor cn the date of the execution of the reicase, and of which the C:ntractor (5) gives nctice in writing to the Ccntracting Officer not m:re than six

./sars after the date of the relsase or the date of any notice t Ontractor that the 5:ver.

is cariier; and 9

9

(iii) claims for reimbursement of costs (cther than expenses of the Contractor by reason of its indamnification of the G vernment against patent liability), including reas:nable e>:enses incidantal thereto, incur ed by the Contractor cnder the provisions of this contract relating to patents.

(g)

The Centractor agrees that any refunds, rebates, or credits (including any interest thereon) accruing to or received by the Contractor or any assignee,.J.ich arise under the materials porticn of this contract and for which the Ccntrac cr has received reirbursement, shall be paid by the Contractor to the Government.

The Contractor and each assignee, under,an assicnment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a c:nditicn precedent to final paysant under this contract, an assignment to the Government of such refunds, rebater, or credits (including any interest thereon) in form and substance satisfactory to the Contractinc Officer.

Clause 4 - Cvertime No evertime or double time will be used on the work without the prior writMn appr: val of the Contracting Officer.

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Clause 5 "udit_

The Ccntractor agrees that the representatives of the Government will rav'e access to inspect and audit the books and records of the vendor and will have the right to determine the correctness and propriety of the costs charced.

Any overchange found shail be prcmptly refurded to the Government by the t'ontractor.

Clause 6 - Stoo 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 to which the parties may agree.

Any-such order shall be specifically i.dentified as a Stop Work Order issued pursuant to this clause.' Upon receipt of such an order, the Centractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work ccvered by the order during the period of work stoppage.

Within a period of ninety (90) days after a stop work order is delivared to the Contractor, or within any extansion 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 " Termination for Ccavenience" 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 w:rk.

An equitable adjustment shall be made in the delivery schedule or centract price, or both, and the contract shall be modified in writing ac: rdingly, if:

-(i) the stcp work order reWits'in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this ccatract and; 1

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(ii) the Centractor asserts a claim for such adjustment within thirty (30) days after the end of the period of w:rk stoppa_e; provided that, if the Contracting Officer decides the facts justify such action, he,may receive and act upon any such claim asserted at any time prior to final

a.r+nt under this contract.

Ic)

If a step work order is not cancelled and the work ccvered by such order is t e mir,a ted for the convaniance of the G: verr. rent.

The reescnable costs resultirg from the stop work order shall be allc..ed in arriving at t?.e termir.ation settle. ent.

Ciause 7 sm.ncr.c:s (:-7. l. :-s)

(a)

--ee Co ::a:::: s-=M no:'_fy the co==a::ing officer ru.s::ely in idvcze of enter' ; '::= ::7 cub:::=s:: viich (1) is ::s:

c'

• ursus::t type, time and na:erials, or 16: -hour, er (1) is fixed-prize type : d e===eis in d ellar rr.:u._: c'.:her 525,0D0 er 5 p zes: c' ~*--

-:=.1 es '--

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Ta::, or (3) pr:vides er the fairi:.sti., f. iase, re :=1, i=s : = ' ' = -' :_,

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or ether acqu'si-ion of speci=_1 tes: eqt1, en: hsvi ; a value in er:::s of 51,030 of any i: ens of in d as~' = ' 'a '"-d es, er (4) ha s c:p '- - = 5, develept:::al-c cr r u-Arth verk s ene of its purp:ses.

(b) 1 the esse of a prep:3ed sub:r:ra::

.ich is (1) ::s:-r '

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0,7 2, ti=e and =eterials, er *ab: -h::: V 1_h veuld inv lve z.: es-'-= :ed count in excess of $10,000, including r:7 fee, (2) is proposed to e=caed $100,000, or (3) is one of a nu=ber of subcontracts c= der this contra t vitT a si=cle sube: -

tra: tor for the :s=e or re.I.c:ed supp;ies or servi:es V ith, in the ag' egate cre g

e=pected to exceed $100,030, the advance n::1.'ication required by (a), ab:ve, eha11 include:

(1) A descrip ie: of the supplies or se:d::s to be calind f or by the subcost act; (2)

Id es:i'i:_s tic: of the prop: sed subecstractor and c ere12:ation of why and hev the p::pesed sub:ocra::cr.ts s=l.e::=d, intluding -he de; e of eccpacitic obtr'a ed:'

(3) Tne preposed subcos:ra=: pr':e, together with the Cont actor's ecs: or, price analysis ther2:f; (4) ae sub::stractor's cu rent, : picte, and a::;; ate ::g: or

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pricing data and Cert'ficate of Cu-ent Cos: or prici=g p,at.a vben such d.ata cnd certificate are requ red by other proyigiens of t.his cc: tract to be ob Eined frc=

d the subcontractor

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(a) se Centract'ng office: =27,

1. .2 his disc::tien, specifically app::ve 1: ni.ing any of the p:: visions of a subcen-act.

E: sever, such appr:vpl or the c:::ca: o f th e Ce n t act.ing Of fi:2 ch "' d a.s requirad by W

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~h e d -tisic: of de Con::a::ing office =htl1 be f':r.1 emd cc -

t!usive unie.as within 30 days fro: Se date of re:-ipt of such copy, the co=-

czils or othe: ise furnhbes to the Contrac:ing officer a written appe.=_1

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sddre: sed to the Cc

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ae dechion of the Cer 'esic: or its duly au:berized re.:rese::stive for he deter '-= _ics of such app-='s shall be final z a d c : n ' " ' v e un' = s d et -: :in ed by a' cour: of c::peten: ju-isdiction to h ve been fraudule.at, or capricious, or arbitrary, or so gressly er cceous e.s oe:essarily

• o ' p*y had f aith, or no: supp:::ed by sub:tratis.1 evidence.

In connectie: vith

' y apper1 pro: eding under this Elsuse, the contrs e tor shell be ef f ord ed e.n c;p::: unity :: be EcA-d and te ef fer erid _:.e 1: support of 1-s app zs1.

Pending finti d-tid of a dispute h-rcunder, the c rstra-tor shd1 proce. d diligently with Se perf :r :e of.he centra:.: <_m d in a e..:. 32-.e vi.h de Contracti=; office.r's d -hien.

(b) T:is " Disputes" clau:e d:es no: pre:1ude : esiderarien of 12e quest'o:s i: ::.re: ic: v'.th deciriens pr vided for is paragr.ph (a) ab ve: providad, rest m:> &ing in this zo:::act sht11 he ::=.s trued as -@'- g f'n=1 the decision of r :7 a g.

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e. t..s.. o.. 9 UTIL IZATION OF S!'All SUSI!!ESS.C.0!iCERt 5 A!!D S!GLL BU.S.i_ tie _S.S. CO?i.CE.C.?(5 C...

,0.~. d_ U. s?i u'OL L E D SY SOCl,ed L.Y A iD ECC:iNI CALL.Y DI S AD'.%!il/4GED I NDI Y l D'JAL_.S-9.

It is the policy 'of the United States that sr.311 busir.ess concerns and srall (a) h sir.25 s concerns c'c.ed 2nd controlied by scecially and economically dis-mtm -J individuals shall hwa the ruirza ;.ractice.bie ep;ortunities '.3

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The ccntractor hareby agrees to carry cut this policy in the awarding of s'Nsniracts to the fullest extent ccasistent with the efficient perforr.ance of this contract.

The contractor further agrees to cooperate in any studies or surveys that : ay be ccnducted by the Small Eusiness Administration or the ccntracting agency which may be necessary to determine the extent of the contractor's compliance with this clause.

(c)

(1)

The term "small business concern" shall raan a small busir.ess as defined pursuant to Section 3 of the Sr.all Fusir.ess Act and in relevant regulations pr5mulgated pursuant thareto.

(2)

The ierm "small busir.ess cancarn c..ned and controlled by socially and economically disadvantaged individuais" shall msan a small desiness ccncern (i) which is at 1 cast 51 par centum cwned by or.e or pare socially and ecen0mically disadvantaged individuals; or in the case of any publicly

- cuned business, at least 51 par centum of the stock of which is ewned by one or c.are socially and economically disadvantaged 'individua'is; and (ii) v. hose c.ar.agement and daily business operations are controlled by one or rare of such 2no1viduals.

The contractor shall presume that socially and economically disadvantaged individuals include Slack Americans, Hispanic.haricans, ?!ative Americans, and other minorities, or any other individual found to be disadvantaged by the Small Business Administration pursuant to section 3(a) of the Small

=ustness nct.

)

Ccatractors acting in good faith may rely on written representations by their~

subcontractors as either a small business concern or a small business concern cur.ed and contro1Tod by socially and econhically disadvantaged individuals.

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- 'or :y* purp:::e vha :va: -idcut any cla'= es 62.m :0 of de c::t ters: and its sde :::act::s 2nd vand::s for addi ic a1

1;.:::a t' a 2nd :h*_11, : hj ect to the -1;ht of de c:::: actor to era's a c:py of vid :.: ::1.,1 for its c s usa, he delivared to da -ever

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' sti:s of dis c:.nter-ct.

~~.: e c ::: actor's rish: of ra:22:ica and usa shall $2 sa ' -e c: :o O a se:urity,

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CO-su.~.in?. OT O'.t.Er C3ntractual Errappi.- ants With any 71.7. Or C S. inizatiDn.

t.r. : 72sult O! %nich r.ly $1Ve T15e to an aCOUni Or apparent Con-l)-It y. r.,.

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such employee that any proposed consultant or other contractual arrangement with any fire or organization r.sy involve a possible Conflict of intsrest, the Contractor shall obtain the written approval of the Contracting Officer prior to execution of such C:ntractual arran;:-:2nt.

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