ML20032C143
| ML20032C143 | |
| Person / Time | |
|---|---|
| Issue date: | 09/24/1981 |
| From: | Kinney W, Morton K NRC OFFICE OF ADMINISTRATION (ADM), NUCLEAR ASSOCIATES INTERNATIONAL |
| To: | |
| Shared Package | |
| ML20032C142 | List: |
| References | |
| CON-FIN-B-7479, CON-NRC-04-81-201, CON-NRC-4-81-201 NUDOCS 8111090086 | |
| Download: ML20032C143 (20) | |
Text
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- 12. PAYMENT will BE MADE sy CODE l U. S. Nuclear Regulatory Commission U. S. Nuclear Regula' tory Commission Office of Nuclear Regulatory Research Office of the Controller ATTN:
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- 44. ACCOUNTING AND APf'ROPRIATION DATA Total Provided B&R No. 60-19-01-10 FIN No. B7479 By This Action $145,000.00*
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SUPPLif 5,5EeveCZ5 OUANTITY UN11 UNf1 FRICE A#0UNT AWARD OF A COST PLUS FIXED FEE CONTRACT AS THE RESULT OF AN UNSOLICITED PROPOSAL, NAI-CDC PROPOSAL ENTITLED, " EVALUATION OF POWER REACTOR FUEL R0D ANALYSIS CAPABILITIES," DATED AUGUST 15, 1980, AND AS REVISED JUNE 29, 1981 AND JULY 27, 1981.
THE AB0VE IDENTIFIED PROPOSAL AND REVISIONS ARE HEREBY INCORPORATED HEREIN AND MADE A PART HERE0F PERIOD OF PERFORMANCE:
FOUR YEARS FROM EFFEC-TIVE DATE OF THIS CONTRACT
- INCREMENTAL FUNDING OF $145,000.00 IS PROVIDED BY THIS ACTION.
THE REMAINING $713,916.00 WILL BE PROVIDED SUBJECT TO THE AVAILABILITY OF FUNDS.
(FY1982 $171,000.00, FY1983 $203,000.00, FY1984 $/01,000.0C,FY1985 $138,91 6.00)
- 2 8-ESTIMATED TotAt AMoum or comaAci s858,916.00 CONTRACTING OFFICER LY'lLL COMPLETE BLOCK 22 OR 26 AS APPL 1 CABLE
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- 28. NAMI Of CONis.AC11NG OffiCle (Type er pri.s) 29 Datt liGNID William H. Kinney
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Regional Contracts 09/22/81 8111090086 810924 16-n s PDR CONTR
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l NRC-04-81-201 PDR
Page 2 of 20 Table of Contents Contract No. NRC-04-81-201
" Evaluation of' Power Reactor Fusi Rod Analysis Capabilities" 9
This contract consists of:
1.
CoverPage(SF-26) 2.
Table of Contents 3.
Special Provisions (Contract Schedule)
ARTICLE I
- STATEMENT OF WORK ARTICLE II
- PERIOD OF PERFORMANCE ARTICLE III
- CONSIDERATION AND PAYMENT ARTICLE IV
- OVERHEAD / GENERAL AND ADMINISTRATIVE RATES ARTICLE V
- KEY PERSONNEL ARTICLE VI-
- TECHNICAL DIRECTION ARTICLE VII
- PROJECT OFFICER ARTICLE VIII - CONFLICT OF INTEREST ARTICLE IX
- TRAVEL REIMBURSEMENT ARTICLE X
- GENERAL PROVISIONS / ALTERATIONS 4.
Attachments General Provisions - Cost Type R&D Contracts with Commercial Organizations (11/80)
NRC Contractor Organizational Conflicts of Interest (41 CFR Part20)
NRC Manual Chapter 3202 Billing Instructions for NRC Cost-Type Contracts Y
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Centract No. NRC-04-81-201 Tage 3 of 20 ARTICLE I - STATEMENT OF WORK The contractor shall perform the workscope listed below and as set forth in its proposals dated August 15, 1980 and as revised June 29, 1981, and shall furnish all personnel, materials, equipment, facilities, and services necessary to perform them.
A.
The power reactor fuel rod assessment program consists of four parts.
These p'rts are as follows:
(1) Data collection, (2) Data analysis.
a (3) Code input preparation and execution, and (4) Code output interpreta-tion.
Each part shall be performed and documented annually.
B.
Data collection shall require identifying and cataloging the results of EPRI-and DOE-sponsored power reactor fuel rod surveillance progrcms.
Data of interest are:
rod reliability (integrity), fuel and cladding deformation, fission gas release, void volume, internal pressure, and cladding surface corrosion.
C.
Data analysis shall include spot checking of catalogued data against original or independent sources and interpretation of physically signifi-cant trends and uncertainties in the data.
(This is a key requirement)
The current data sample shall be evaluated in terms of (1) the different types of data including design and operating conditions, (2) the para-metric effect of these conditions on the mean data response, and (3) the relative data reproducibility or uncertainty for given ranges of design and operating parameters.
D.
A configuration controlled version of FRAPCON-2 sha'.1 be used for code evaluation.
The input data file shall be available in both transportable computer file and printed form.
E.
The code output shall be tabulated and catalogued for each rod relative to the nature and conditions of the measured data being used for com-parison purposes.
The code accuracy shall be interpreted by (1) graphical comparisons between measured and predicted values and distributions, (2) graphical diagnosis of design and operating effects, and (3) numerical evaluation of the standard deviation between measured and predicted values.
F.
Specifically, the contractor shall provide documentation reflecting the proposed scope of analysis in terms of using the av,ailable data and j
emphasizing the thermal, mechanical, and chemical conditions for standard l
and advar.ced LWR fuel rod design and cperational ranges.
The code documen-tation should provide an effective demonstration and diagnosis of code capabilities.
The data documentation should characterize the data sample in terms of rod design, operational parameters, reproducibility and l
measurement trends.
The fuel rod codes whose capabilities are documented shall represent up-to-date versions of the WRSR-sponsored FRAPCON code series.
THE REMAINDER OF THIS PAGE INlENTIONALLY LEFT BLANK.
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i Contract No. NRC-04-81-201 Page 4 of 20 REPORTS, DOCUMENTATION AND OTHER DEllVERABLE ITEMS 1.
Monthly letter Progress Reports, in 16 copies to the Project Officer and 1 copy to the Contracting Officer, shall be due 20 days af ter the end of l
each month. These reports shall include both monthly documentation of technical activities and the participation of NAI staff in WRSR review group and information meetings.
2.
Quarterly Reports Quarterly letter Progress Reports, in 16 copies to the Project Officer and 1 copy to the Contracting Officer, shall be due 30 days after the end of each quarter of the contract year and shall contain as a minimum:
a.
A technical report of progress, describing results and findings to date, problems incurred and solutions proposed, and plans for the ensuing quarter.
b.
A report of cost incurred to-date as follows:
- Direct Labor Costs
- Travel Expenses
- Overhead
- Additional Costs
- Forecast of Contract Completion Note: The quarterly report will eliminate the need for a monthly letter progress report for the third month of any contract quarter.
3.
Annual Report An annual report summarizing the year's activities, results and findings shall be submitted within 30 days of the end of each contract year, in camera-ready copy.
Pertinent engineering conclusions shall be drawn and recommendations made to highlight the most significant code capabilities, data acquisition trends, and unresolved modeling and information require-ments.
Note: The annual report will eliminate the need for a quarterly progress report for the fourth quarter of each contract year.
4.
Draft Final and Final Report 1
A draft version of the final report shull be submitted forty (40) celendar i
days prior to the contract expi-ation to the NRC for review and comment, with fifteen (15) copies to the Project Officer (PO). This report shall contain a comprehensive recapitulation of the entire contract effort and' shall be documented, produced and disseminated in accordance with NRC Manual Chapter 3202, " Publication of Regulatory and Technical Documents Prepared by NRC contractors," which is made a part of this contract by this reference.
The final report shall include a summary of two to three
Contract No. NRC-04-81-201 Page 5 of 20 pages written in clear, unambiguous language and fully substantiated in the body of the report.
The summary shall be suitable for use as a press release.
The contractor shall submit one (1) camera-ready copy of a final report to the P0.
One reproduced copy shall be furnished to the Contracting Officer.
ARTICLE II - PERIOD OF PERFORMANCE The performance of work described in ARTICLE I hereof shall commence as of the effective date of this contract and shall continue to completion thereof, esti-mated to occur within 48 months after said contract is effective.
ARTICLE III - CONSIDERATION AND PAiMENT (Incrementally Funded CPFF)
A.
Estimated Cost, Fixed Fee and Obligation
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1.
It is estimated that the total cost to the Government for full performance of this contract will be $858,916.00, of which the sum of $798,982.00 represents the estimated reimbursable costs, and of which $59,934.00 represents the fixed fee.
2.
Total funds currently available for payment and allotted to this contract are $145,000.00, of which $133,223.00 represents the estimated reimbursable costs, and of which $11,777.00 represents the fixed fee.
3.
It is estimated that the amount currently allotted will cover performance up to nine (9) months from the effective date of the contract.
B.
Payment The Government shall render payment to the contractor in approximately thirty (30) days after submission of proper and correct invoices or voucners.
Addition.al provisions relating to payment are contained in Clause 5.1-?
of the General Provisions hereto.
ARTICLE IV - OVERHEAD / GENERAL. AND ADMINISTRATIVE RATES A.
Pending the establishment of final overhead rates which shall be negotiated based on audit of actual costs, the contractor shall be reimbursed for allowable indirect costs hereunder at the provisional rates reflected in the forward pricing rate agreement negotiated between NAI-CDC and DCASMA-TC effective as of March 6,1981.
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Contract No. liRC-04-81-201 l
Page 6 of 20 B.
Pending the establishment of final general and administrative rates which shall be negotiated based on audit of 3ctual costs, the contractor shall be reimbursed for allowable indirect costs hereunder at the provi-sional rates reflected in the forward pricing rate agreement negotiated between NAI-CDC and DCASMA-TC effective as of March 6,1981.
C.
Notwithstanding A. and B. of this Article, said provisional overhead and G&A rates may be adjusted as appropriate during. the term of the contract upon the acceptance of such revised rates by the Contracting Officer.
ARTICLE V - KEY PERSONNEL Pursuant to this ARTICLE (Key Personnel), the following individuals are con-sidered to be essential to the successful performance of the work hereunder and shall not be replaced without the prior approval of the Contracting Officer.
In such event, the contractor agrees to substitute persons possessing substantially equal abilities and qualifications satisfactory to the Contracting Of ficer.
D. R. Coleman 3
ARTICLE VI - TECHNICAL DIRECTION A.
Performance of the work under this contract shall be subject to the tech-nical direction of the NRC Project Officer names in ARTICLE VII of this contract.
The term " Technical Direction" is defined to include the following:
1 1.
Technical direction to the contractor which shifts work emphasis between areas of work or tasks, requires pursuit of certain lines of I
inquiry, fills in details or otherwise serves to accomplish the con-tractual scope of work.
2.
Providing assistance to the contractor in the preparation of drawings, ~
specifications or technical portions of the work description.
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3.
Review and where required by the contract, approval of technical reports, drawings, specifications and technical information to be delivered by the contractor to the Government under the contract.
B.
Technical direction must be within the general scope of work stated in the contract.
The Project Of fic ar does not have the authority to and may not issue any technical direction which:
1.
Constitutes an assignment of additional work outside the general scope of the contract.
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- 2..
Constitutes a change as defined in the clause of the General Provisions, entitled " Changes.",
3.
In any way causes an increase or decrease in the total estinated contract cost, the fixed fee, if any, or the time required for contract performance.
4.
Changes any of the expressed terms, conditions or specifications of the contract.
C.
ALL TECHNICAL DIRECTIONS SHALL BE ISSUED IN WRITING BY THE PROJECT.0FFICER OR SHALL BE CONFIRMED BY SUCH PERSON IN WRITING WITHIN TEN (10) WORKING DAYS AFTER VERBAL ISSUANCE.
A copy of said written direction shall be submitted to the Contracting Officer.
The contractor shall proceed promptly with the performance of technical directions duly issued by the Project Officer in the manner prescribed by this article and within such person's authority under the provisions of this article.
If, in the opinion of the contractor, any instruction or direction issued by the Project Officer is within one of the categories as defined in B(1) through (4) above, the contractor shall not proceed but shall notify the Contracting Officer in writing within five (5) working days after the receipt of any such instruction or direction and shall request the Contracting-Officer to modify the contract accordingly.
Upon receiving such notification from the contractor, the Contracting Officer shall issue an appropriate contract inodification or advise the contractor in writing that, in the Contracting Officer's opinion, the technical direction is within the scope of this article'and does not constitute a change under the Changes Clause.
D.
Any unauthorized commitment or direction issued by the Project Officer may result in an unnecessary delay in the contractor's performance, and ray dven result in the contractor expending funds for unallowable costs under the contract.
E.
A failure of the parties to agree upon the nature of the instruction or
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direction or upon the contract action to be taken with respect thereto shall be subject to the provisions of the contract clause entitled " Disputes."
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. ARTICLE VII - PROJECT OFFICER
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Harold Scott is hereby designated as the Contracting Officer's authorized representative (hereinafter. called Project Officer) for technical aspects of this contract.
The Project Officer is not authorized to approve or request any action which results in or could result in an increase in contract cost; or terminate, settle any claim or dispute arising under the contract; or issue any unilateral directive whatever_.
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The Project Officer is responsible for:
(1) monitoring the contractor's technical progress, including surveillance and assessment of performance, and recommending to the Contracting Officer changes in requirements; (2) interpreting the scope of work; (3) performing technical evaluation as required; (4) performing technical inspections and acceptances required by this contract; and (5) assisting the contractor in the resolution of technical problems encountered during performance.
Within the purview of this authority, the Project Officer is authorized to review all costs reouested for reimbursement by contractors and submit recommendations for approval," disapproval, or suspension for supplies, services required under The Contracting Officer is responsible for directing or negotiating the centract.
any changes in terms, conditions,'or amounts cited in the contract.
For guidance from the Project Officer to the contractor to be valid, it must:
(1) be consistent with the description of work set forth in the contract; (2) not constitute new assignment of work or change to the expressed terms, conditions or specifications incorporated into this contract; (3) not constitute a basis for an extension to the period of performance or contract delivery schedule; and, as stated above, (4) not constitute a basis for any increase in the contract cost.
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W9e31 o GM ARTICLE VIII - CONFLICT OF INTEREST (a)
Purpose.
The primary (purpose of this clause is to aid in1) I; not placed in a ensuring that the contractor:
because of current or planned interest (financial, contractual, or or othemise) which, relate to the work under this contract, and- (ganizational, 2) 9 does not obtain an unfair competitive advantage over other parties by virtue of its performance of this contract.
(b)
Scope.
The restrictions described herein shall apply to performance or participation by the contractor as defined in 41 CFR 120-1.5402(f) in the actitities covered by this clause.
(c)
Work for others.
Notwithstanding any other provision of this contract, during the term of this contract, the contractor agrees to i
forego entering into consulting or other contrcctual arrangements with any firm or organization, the result of which may give rise to a conflict of interest with respect to the work being performed under this contract.
The contractor shall ensure that ali employees who are employed full time under this contract and employees designated as key personnel, if any, under this contract abide by the provision of this clause.
If the contractor. believes with respect to itself or any such employee that any proposed consultant or other contractual arrangement with any firm or organization may. involve a potential conflict of interest, the contractor shall obtain the written approval of the contracting officer prior to execution of such contractual arrangemer.t.
(d)
Disclosure after award.
(1) The contractor warrants that to the best of its knowledge and belief and except as othemise set forth in this contract, it does not have any organizational conflicts of interest, as defined in 41 CFR 520-1.5402(a).
(2)
The contractor agrees that if after, award it discovers organizational conflicts of interest with respect to this contract, it shall make an irmediate and full disclosure in writing to the contracting officer.
This statement shall include a description of the action which the contractor has taken or proposes to take to avoid or mitigate such conflicts.
The NRC may, however, terminate the contract for convenience if it deems such termination to'be in the best interests of the government.
(e)
Access to and use of information.
(1) If the contractor in the performance of this contract obtains access to information, such as NRC plans, policies, reports, studies, financial plans, internal data prot 2cted by the Privacy Act of 1974 (Pub. L.93-579), or data which has not been released to the public, the contractor agrees not to: (i) Use such information for any(private purpose until the information has been released to the public; ii) compete for work for the Conmission based l
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Page 10 of 20 on such information for a period of six (6) months after either the completion of this contract or the release of such information to the public, whichever is' first, (iii) submit an unsolicited proposal to the government based on such information until one year after the release of such information to the public, or (iv) release the information without prior written approval by the contracting officer unless such information has previously been released to the public by the NRC.
(2)
In addition, the contractor agrees that to the extent it receives or is given access to proprietary data, data protected by the Privacy Act of 1974 (Pub. L.93-579), or other confidential or privileged technical, business, or financial information under this contract, the contractor shall treat such information in accordance with restrictions placed on use of the information.
(3)
The contractor shall have, subject to patent and security provisions of this contract, the right to use technical data it produces under this contract for private purposes provided that all requirements of this contract have been met.
(f)
Subcontracts.
Except as provided in 41 CFR 520-1.5402(h), the contractor shall include this clause, including this paragraph, in subcontracts of any tier.
The terms " contract," " contractor," and
" contracting officer," shall be appropriately modified to preserve the government's rights.
(g)
Remedies.
For breach of any of the above proscriptions or for intentional nondisclosure or misrepresentation of any relevant interest required.to be disclosed concerning this contract or for such erroneous representations as necessarily imply bad faith, the government may terminate the contract for default, disqualify the contractor from subsequent contractual efforts, and pursue other remedies as ray be permitted by law or this contract.
(h)
Waiver.
A request for waiver under this clause shall be directed in writing through the contracting officer to the Executive Director for Operations (EDO) in accordance with the procedures outlined in 120-1.5411.
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ARTICLE IX - TRAVEL REIMBURSEMENT The contractor will be reimbursed for the following reasonable domestic travel costs incurred directly and specifically in the performance of this contract and accepted by the Contracting Officer:
l 1.
Per diem shall be reimbursed at a daily rate not to exceed $50.00.
The per diem amount is comprised of lodging expense plus $23.00 for meals and miscellaneous expense.
2.
When travel is to one of the high rate geographical areas as listed in the Federal Travel Regulations, the contractor shall be reimbursed at the rates specified therein.
3.
The cost of travel by privately owned automobile shall be reimbursed at the rate of,22.Sc per mile.
4.
The co.st of travel by rented automobile shall be reimbursed on a reasonable actual expense basis.
5.
All common c'arrier travel reimbursable hereunder shall be via economy class rates when available.
If not available,'. reimbursement vouchers will be annotated that econony class accomodations were not available.
First-class air travel is not authorized.
6.
Receipts are required for common carrier transportation, lodging and miscellaneous items in excess of $15.00.
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Page 12 of 20 l
ARTICLE X
- GENERAL PROVISIDHS/ALTERATI0d5 This contract is subject to the attached provisions of Appendix A, General Provisions, entitled " Cost Type Research and Development Contracts With Commercial Organizations," dated 11/80.
Provisions Added:
3.12 Labor Surplus Area Subcontracting Program (1-1.805-3(b))
(a) The Contractor agrees to establish and conduct a program which will encourage labor surplus area concerns to compete for subcontracts within their capabilities. In this connection, the Contractor shall--
(1) Designate a liaison officer who will (1) maintain liaison with duly authorized representatives of the Government on labor surplus area matters, (ii) supervise compliance with the Utilization of Concerns in Labor Surplus Areas clause, and (iii) administer the Contractor's " Labor Surplus Area Sub-contracting Program;"
(2) Provide adequate and timely consideration of the potentialities of labor surplus area concerns in all "make-or-buy" decisions; (3) Assure that labor surplus area concerns will have an equitable opportunity to compete for subcontracts, particularly by arranging solicitations, time for the preparation of bids, quantities, specifications, and delivery schedules so as to facilitate the participation of labor surplus area concerns; (4) Maintain records showing the procedures which have been adopted to comply with the policies set forth in this clause and report subcontract rds (see 41 CFR 1-16.804-5 regarding use of Optional Fom 61). Records ma..itained pursuant to this clause will be kept available for review by the Government until the expiration of 1 year after the award 'of this contract, or
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for such longer period as may be required by any other clause of this contract or by applicable law or regulations; and (5) Include the Utilization of Concerns in Labor Surplus Areas clause in subcontracts which offer substantial labor surplus area subcontracting opportunities.
(b)
(1) The term " labor surplus area" means a geographical area identified by the Department of Labor as an area of concentrated uriemployment or under-employment or an area of labor surplus.
(2) The tenn " concern located in a labor surplus area" means a labor surplus area concern.
(3) The term " labor surplus area concern" means a concern that, together with its first-tier subcontractors, will perform substantially in labor surplus areas.
(4) The term " perform substantially in labor surplus areas" means that the costs incurred on account of manufacturing, production, or appropriate services in labor surplus areas exceed 50 percent of the contract price.
(c) The Contractor further agrees to insert, ia any subcontract hereunder
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which may exceed $500,000 and which contains the Utilization of Concerns in Labor Surplus Areas clause,. provisions which shall conform substantially to the language of this clause, including this paragraph (c), and to notify the Contracting Officer of the names of such subcontractors.
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Page 13 of 20 3.13 Utilization of Women-Owned Business Concerns (Over $10,000)
(a)
It is the policy of the United States Government that Women-owned businesses shall have the maximum practicable opportunity to participate in the l
performance of contracts awarded by any Federal agency.
(b)' The Contractor agrees to use his best efforts to carry out this policy in the award of subcontracts to the fullest extent consistent with the efficient performance of this contract.
As used in the contract, a " women-owned business" concern means a business that is at least 51% owned by a woman or women who also control and operate it.
" Control" in this context means exercising the power to make policy decisions.
" Operate" in this context means being actively involved in the day-to-day management.
" Women" mear,all I
women business owners. -
3.14 Women-Owned Business Concerns Subcontracting Program (Over $500;000 or
$1,000,000 for Construction of Any Public Facility) f i
(a) The Contractor agrees to establish and conduct a program which will enable women-owned business concerns to be considered fairly as subcontractors and suppliers under this contract.
In this connection, the contractor shall:
(1) Designate a liaison officer who will administer the Contractor's
" Women-Owned Business Concerns Program."
(2)
Provide adequate and timely consideration of the potentialities of known women-owned business concerns in all "make-or-buy" decisions.
f (3) Develop a list of qualified bidders that are women-owned businesses and assure that known women-owned business concerns have an equitable opportunity to compete for subcontracts, particularly by making information on forthcoming opportunities available, by arranging solicitations, time for the preparation of bids, quantities, speci-fications, and delivery schedules so as to facilitste the participation i
of women-owned business concerns.
(4) Maintain records showing (i) procedures which have been adopted to compy with the policies set forth in this clause, including the establishment of a source list of women-owned business concerns; (ii) awards to women-owned businesses on the source list by minority and non-minority women-owned business concerns; and (iii) specific j
efforts to identify and award contracts to women-owned business t
concerns.
(5)
Include the " Utilization of Women-Owned Business Concerns" clause in subcontracts which offer substantial subcontracting opportunities.
(6)
Cooperate in any studies a'nd surveys of the Contractor's women-owned business concerns procedures and practices that the Contracting Officer may from time-to-time conduct.
rege amW (7)
Submit periodic reports of subcontracting to women-owned business concerns with re:.pect to the records referred to in subparagraph (4) above, in such form and manner and at such time than quarterly) as the Contracting Officer may prescr(not more often ibe.
(b) The Contractor further agrees to insert, in any subcontract hereunder which may exceed $500,000 or $1,000,000 in the case of contracts for the construction of any public facility and which offers substantial subcontracting possibilities, provisions which shall conform substantially to the language of this clause, includir:g this paragraph (b), and to notify the Contracting Officer of the names of such subcontractors.
(c) The contractor further agrees to require written certification by its subcontractors that they are bona fide women-owned and controlled business concerns in accordance with the d6finition of a women-owned business concern as set forth in the Utilization Clause 1(b) abbve at the time of submission of bids or proposals.
5.8 Price RedLction for Defective Cost or Pricing Data (1-3.814-1(a))
If any price, including profit or fee, negotiated in.. connection with this contrret or any cost reimbursable under this contract was increased by any sioni-ficant 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 pricina 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 oricing 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:
tha price or cost shall be' reduced accordingly and the contract shall be modified I
in writing as may be necessary to reflect such reduction.
However, any reduction l
in the contract price due to defective subcontract data of a prosoective subcon-tractor when the subcontract was not subsequently awarded to such subcontractor.
l will be limited to the amouat (plus applicable overhead and profit markup) by which the actual subcontract, or actual cost to the Contractor if there was no subcontract, was less than the prospective subcontract cost estimate submitted by 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 l
in each such subcontract requiring the subcontractor to appropriately indemnify l
the Contractor.
It is also expected that any subcontractor subject to such l
indemnification will generally require substantially similar indemnification for I
defective cost or pricing data required to be submitted by his low tier subcontractors.)
N 5.9 Price Reduction for Defective Cost or Pricing Data - Price Adjustments (1-3.814-1(b))
(a) This clause shall.become operative only with respect to any modification of this contract which involves aggregate increases and/or decreases in costs plus '
applicable prcfits in excess of $100,000 unless the modification is priced on the basis of adequate price competition, established catalop 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, nepotiated in connection with l
any price adjustment unde.r this contract was increased by any significant sums i
because:
(1) The Contractor furnished cost or pricing data which was not 5 accurate, complete and current as certified in the Contractor's Certificate of-l 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 r
i Adjustments" or any subcontract clause therein required, furnished cost o: pricing l
data which was not accurate, complete and current as certified in the sub:entractor's Certificate of Current Cost or Pricina Data; (3) A subcontractor or prospective subcontractor furnished cost $r
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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 Core i
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 centract 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 subcon-tractor, when the subcontract was not subsequently awarded to such sube~ontractor, will be limited to the amount (plus applicable overhead and profit markup) by which the actual subcontract, or actual cost to the Contractor if there was no subcontract, was less than.the prospective subcontract cost estimate submitted by 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 pricina 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 indemnifi-cation 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 discute concernino a question of fact within the meaning of the " Disputes" clause of this contract.
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h Pag 2 16 of 20 V.
5 5.10 Subcontractor Cost and Pricing Data--(1-3.814-3(a))
(a) The Co'ntractor shall require subcontractors hereunder to submit, actually or by' specific identification in writing, cost or pricing data under the
}followingcir.cstances:
(1) Prior to the award l3f any subcontract the amount of which is
- ', expected tr, exceed $100,000 when eatered into; s'
(2) Prior to the' pricing of any subcontract modification which involves
.nggrega e it. creases and/or decreases sin costs plus applicable profits expected to i
t cxceed S100,000; except where the price is based on adequate price competition.
, ' established catalog or marke, prices of commercial items sold in substantial
~
quantities to the generahpublic, or prices set by law or regulation.
J (b) The contractor sliall require subcontractors to certify, in substantially thisame form as that used in the certificate by the Prime Contractor to the
- Iovernment', that to tN best of their knowledge and belief, the cost and pricing
' data submitted under (id above is accurate, complete, and current as of the date ofAgreement cn the negodated price of the subcontract or subcontract change or modifica'tfon.
(c)' 'The Contractor shall insert tihe substance of this clause includinp this s
paragraph (c).in each subcontract hereunder which exceeds $100,000 when entered into except' where the price thereof is based on cdequate' price competition, established catalog or market prices of;comercial items sold in substantial quantities to the general public, or prices set by law or regulation.
In each such expected subcontract hereunder in exdess of_$100,000, the Contractor shall insert the substance of the following clnse:
SULCO?FDACTOR. COST OR PRICING DATA-
^
ICE ADJUSTMENTS (a) Paragriphs (b) and (c) of this clause shall become operative only with
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respect to any modification made pursuant to one or more provisions of this contract which involves aggregate increases and/or decreases in costs plus applicable profits expected to exceed $100.000. The requirements of this clause shall be limited to such contract modifications.
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(b) The Contractor. shall require subcontracters hereunder to submit, actually or by specific identification in writing, cost or pricino data under the l
l following circumstances:
(1)~ Prior to award of sny subcontract, the amount of which is expected to exceed SNO,000 when entered into; (2) Prjor to the pricing of any subcontract modification which involves aggregate increases and/or decreases in costs plus applicable profits expected to exceed 5100,000;' exbept where the price is based on adequate price competition, established cataios or market ~ prices of comercial items sold in substantial quantities to the general public, or prices set by law or regulation.
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Page 17 uf 20 5.10 Subcontract Cost and Pricing Data (1-3.814-3(a)) Cont'd (c) The Contractor shall require subcontractors to certify, in substantially the same fona 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 f
data submitted under (b) above is accurate, complete, and current as of the date ef 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 i
cntered into.
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5.11 Cost Acccunting Standards--Nondefense Contract (1 3.1204-2(a))
l l
(e)
Unless the Administrator of General Services has prescribed rules or regulations exempting the Contractor or this contract from standards, rules, and j
regulations promulgated by the Cost Accounting Standards Board, the Contractor, in connection with this contract, shall:
. '(1), Follow consistently the cost accounting practices established or disclosed as required by regulations of the Cost Accounting Standards Board and l
administered under the Administration of Cost Accountir.g Standards clause.
If any change in disc 16 sed practices is made for purposes of any contract or L
subcontract subject to those disclosure requirements, the change must be applied in a consistent manner to this contract.
I (2) Comply with all cost accounting standards which the Contractor is i
required to comply with by reason of concurrent performance of any contract or subcontract subject to the Cost Accounting Stanosrds clause (4 CFR 331) and administered under the Administration of Cost Accounting Standards clause. The Contractor also shall comply with any cost accounting standard which hereafter E
becomes :pplicable to such a contract w subcontract.
Such compliance shall be required prospectively from the date of applicability to such contract or i
subcontract.
Compliance shall continue until the Contractor completes per-
- formance of work under this contra;t.
(3) 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 (2) above, the Contractor is required to make to his estab-lished cost accounting p:actices whether such practices are covered by a Dis-closure Statement or not.
(4) Negotiate with the Contracting Officer to determine the terms and conditions under which a :hange to either a disclosed cost accounting practice or an established cost accounting practice, other than a change under (a)(3) j above or (a)(6) below, may be made.
A change to a practice may be proposed by either the Government or the Contractor, Provided, however, That no agreement may be made-under this; provision that will increase costs paid by the United States.
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' 5.'11 Cost Accounting Standards--Nondefense Contract- (1-3.1204-2(a)) Cont'd.
(5) Agree to en adjustment of the contract price or cost allowance, as appropriate, if it or a subcontractor fails to comply with the applicable Cost Accounting. Standards or to follow any practice disclost.d or established pursuant to subparagraph (a)(1) or (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 i thereon computed at the rate datermined by the Secretary of the Treasury pur-suant to Pub. l.. 92-41 (50 U.S.C. App. 1215(b)(2)), or'7 percent per annise.
- whichever is less, from time the payment by the United States was made to the time the adjustment is effected.
1 (6) Negotiate a'n equitable adjustment (as provided in the Changes clause of this contract, if any) when the parties agree to a change to either a
! disclosed cost accounting practice or an established cc;t accounting practice.
(b) The 'ontractor shall pemit any authorized representatives of the he'ad c' the agency, of the Cost Accounting Standards Board, or of the Comptroller 4
i %n2ral of the United States to examine and make copies of any documents, spers, or records relating to compliance with the requirements of this clause
!cnti.) the expiration of 3 years after final payment under this contract or such.
l lesser. time specified in the Federal Procurement Regulations (FPR) part 1-20.
(c).Unless a subcontract or ' Subcontractor is exempt under rules or regu-
- 1ations prescribed by the administrator of General Services, the Contractor
c
- (1) shall include the substance of this clause including this paragraph (c) in
,all negotiated subcontracts under this contract with subcontractors that are
> currently perfoming a national defense contract or subcontract that contains ithe clause entitled to Cost Accounting Standards and that are currently required ito accept the clause in applicable national defense awards, and (2) shal.1 jinclude the substance of the Consistency of Cost Accounting Practices--Non-
- defense Contract clause set forth in 51-3.1204-2(b) of the FPR in negotiated
- subcontracts under this contract with all other subcontractors.
The contractor may elset to use the substance of the solicitation notice set forth in 51-i3.1203-2(b) of the FPR in his deteminatior. of applicability cost accounting
! standards to subcontracts.
(d) The tems defined in 5 331.20 of Part 331 of Title 4. Code of Federal Regulations, shall have the same meaning herein.
As there defined
" negotiated subcontract" means "any. subcontract except a firm fixed-price subcontract made i 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) tha solicitation to all competing fims is identical. (2) price is the only
> considerat'on in selecting the subcontractor from among the competing fims solicitied, and (3) the lowest offer received in compliance with the solicitation from among those solicited is accepted.",
(e) The administration of this clause by the Government shall be accom-
- plished in conjunction with the administration of the Contractor's national
! defense contracts and subcontracts subject to rules and regulations of the Cost l Accounting Standards Board, pursuant to the Administration of Cost Accounting
! standards c1cuse.
For the purposes of the Administration of Cost Accounting
- 5tandards clause contained in this contract, references to the Cost Accounting
- Standards clause shall be deemed to include this Cost Accounting Standards--
lNondefense Contract clause and reference to the Disclosure and Consistency of Cost Accounting Practices clause shall be deemed to include the Consistency of Cost Accounting Practices--Nondefense Contract clause.
...c.
5.12 Administration of Cost Accounting Standards (1-3.1201-1(b))
For the purpose of administrating 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 or the Disclosure and Consistency of Cost Accounting Practices clause:
(1) For any change in cost accounting practices required to comply with a new cost accounting standard in accordance with paragraph (a)(3) and (a)(4)(A) of the Cost Accounting Standards clause within 60 days (or such other date as may be mutually agreed to) after award of a contract requiring such change;'
(2) For any chan ance with paragraphs (a)(4)ge to cost accounting practices proposed in accord-clause or with paragraph (a)(3) or (a)jC) of the Cost Accounting Standardss5) of the Disclosur (B),(a)(4)
Cost Accounting Practices clause 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 (5)
Standard or to follow a disclosed practice as contemplated b paragraph (a) of the Cost Accounting Standards clause or with paragraph (a (4) of the Disclosure and Consistency of Cost Accounting Practices clause within 60 days (or such other date as may be mutually agreed to) after the date of agre.emer.t af such noncompliance by the Contractor.
(b) Submit a cost impact proposal in the form and manner specified by the cognizant contracting) Officer within sixty (60) days (or such other date as may be mutually agreed to after the date of detennination of the ade compliance of a change submitted pursuant to (a) (1), (2), or (3)quacy and
, above.
(c) Agree to appropriate contract and subcontract amendments to reflect adjustments established in accordance with paragraphs (a)(4) and (a)(5) of the Cost Accounting Standards clause or with paragraphs (a)(3), (a)(4), or (a)(5) of the Disclosure and Consistency of Cost Accounting Praedces clause.
(d) When the subcontract is subject to either the Cost Accounting Standards clause or the Disclosure and Consistency of Cost Accounting Practice clause so state in the body of the subcontract and/or in the letter of award. Self-deleting clauses shall not be used.
(e)
Include the substance of this clause in all negotiated subcontracts containing either the Cost Accounting Standards clause or the Disclosure and Consistency of Cost Accounting Practices clause.
In addition, include a pro-vision in these subcontracts which will require such subcontractors, within 30 days after receipt of award (or such other date as may be mutually agreed to) to submit the following infonnation to the Contract Administration Ottice Cognizant of the subcontractor's facility.
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5.12 Administration of Cost Accounting Standards (1-3.1204-1(b)) Cont'd.
4 (1) Subcontractor's' name and subcontract number' (2) Dollar amount and date of award.
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(3) Name of Contractor making t'he award.
'1 (4) A statement as to whether the subcontractor has made or proposes to make any changes to accounting practices that affect prime contracts or i
subcontracts containing the Cost Accounting Standards clause or Disclosure and Consistency of Cost Accounting Practices 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.
(f) For negotiated subcontracts containing the Cost Accounting Standards clause, require the subct.atractor to comply with all Standards in effect on the date of final agreement on price as shown on the subcontractor's signed Certificate of Current Cost or Pricing Data or date of award, whichever is earlier.
(g)
In the event an adjustment is required to be made to any subcontract hereunder, notify the 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 rpon the adjustment established under the subcontract.
I Such notice shall be g'.ven within 30 days after receipt of the proposed sub-1 contract adjustment, and shall include a proposal for adjustment to such higher l
tier subcontract or prime contract as appropriate.
(h) When either the Cost Accounting Standards clause or the Disclosure and Consistency of Cost Accounting Practices clause and this clause are included in subcontracts, the tenn " Contracting Officer" shall be suitably altered to 4
identify the purchaser.
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5.13 Cost Accounting Standard Withdrawal Cost Accuunting Standard 414--Cost of money as an elenent of the cost of facilities capital--shh11 not be reimbursed as an allowabin cost under this contract.
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