ML20039F140

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Contract: Seismic Technical Assistance for SEP, Awarded to Structural Mechanics Associates
ML20039F140
Person / Time
Issue date: 12/09/1981
From: Kipp T, Mattia M
NRC OFFICE OF ADMINISTRATION (ADM), STRUCTURAL MECHANICS ASSOCIATES
To:
Shared Package
ML20039F138 List:
References
CON-NRC-03-81-091, CON-NRC-03-81-091-0, CON-NRC-03-81-091-03, CON-NRC-3-81-91, CON-NRC-3-81-91-3 NUDOCS 8201120055
Download: ML20039F140 (37)
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~ Pag? 2 e, t CONTENTS OF BASIC ORDERING AGREEMENT This Basic Ordering Agreement Consists of: 1. Execution Page (Standard Form 26) 2. Contents of Basic Ordering Agreement 3. Schedule Article I Description of Work 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 Pricing of Adjustments Article VIII Type of Contract Article IX Modification of Basic Ordering Agreement Article X Comditions for Maintaining Agreement Article.XI Authorized Representative Article XII Responsibilities of the Project Officer Article XIII Technical Direction Article XIV Order of Precedence Article XV Billing Instructions for NRC. Cost-Type Contracts Article XVI Billing Instructions for NRC Fixed Price Contracts and Purchase Orders Article XVII Private Use and Protection of Unclassified Government Information Article XVIII Protection of Proprietary and Company Confidential Information Article XIX Inspection of Services Article XX Conflict of interest Article XXI General Provisions / Alterations 4. Attachments NRC Contractor Organizational Conflict of Interest (41 CFR Part 20) y aeM-m-+' -w --- 9 p-ysw-r --n -y---+

Page 3 .t .NRC Organization Chart General Provisions - Fixed Price Research and Development Contracts dated 2/15/78 - ' General. Provisions - Cost Type Research and Development Contracts with Commercial Organizations dated 11/80, - __m _m_-___-___.- __m____ d

et s Page 4 CONTRACT SCHEDULE o. ARTICLE I - Descriotion of Fork This Basic Ordering' Agreement (BOA) as defined in Federal Procurement Reoulation 1-3.410-3, provides the terms and conditions under which the contractor is required to provide the services identified under Article II. This agreement is primarily used as a means of expediting procurements and is neither intended to restrict competition' nor imply that the government will place future orders for these services. with an option for one additional year)greement (approximately one year During the performance period of this a task orders representing various projects within the scope of the work statement will be issued periodically. The type of contract employed for each Task Order will be subject te negotiation. ARTICLE II - Services to be Ordered The contractor shall provide to the government technical assistance services as the government may order' hereunder in the manner thereinafter provided. Such services shall be as generally described in the following Statement of Work: STATEMENT OF WORK A. BACKGROUND In October 1977, the Nuclear Regulatory Commission approved initiation of Phase II of the Systematic Evaluation Program (SEP), under which a plant-specific reassessment of safety will be performed, through the review of 137 safety topics developed in Phase I of SEP, for eleven operating plants (Big Rock Point, Dresden 182, Ginna, Haddam Nech, Lacrosse, Hillstone 1, Oyster Creek, Palisades, San Onofre, and Yankee Rowe). The seismic evalua-tion is one of these 137 safety topics. The nuclear power plant facilities under review in the SEP received construc-tion permits between 1956 and 1967. Seismic design procedures evolved significantly during and after this period and through the publication of the Standard Review Plan (SPP) (1975) which represents current analytical and review criteria along with the Regulations 10 CFR 50, Appendix A and 10 CFR 100 Appendix A. As a result, the original seismic design bases Hof the SEP facilities vary in degree from Uniform Building Code considerations (static analysis) up through and approaching current standards (dynsmic analysis). Recognizing this evolution, the staff found that it is necessary to make an assessment of the seismic safety of these plants. Relevant regulatory criteria are cited in Section D. Since late 1978, the NRC staff, working with consultants, has corpleted the initial seismic safety evaluation for the Dresden 2 plant and has initiated a seismic review of four othe: plants (Palisades, Ginna, Miilstone 1 and Oyster Creek). For the six other plants (Big Rock Point, Dresden 1. Haddam Neck, lacrosse, San Onof re 1, and Yankee Rowe), the staff issued requirements

^ Page 5 4 ib by letter dated August 4,1980 (see attachment 4). (1) to submit by September 15, 1980, a detailed seismic reevaluation program plan which includes analysis criteria, analytical procedures, and schedule for completion, (2) to complete the analytical portion of this program by January 1,1982,-and (3) to complete modification, if any, to the facility by the following refueling outage', but"no later than~ January 1,~1982. Objective The objective of this request for proposal is to provide resources to assist the staff with the corpletion of seismic evaluation of these six (6) operating reactors.' -- TASK A For the SEP plants: Big Rock Point, San Onofre, Haddam Neck, Lacrosse, and Yankee Rowe, review licensee seismic evaluation reports generated in response to the NRC 10 CFR 50.54(f) letter dated August 4,1980. Specifically, the Contractor will: 1. Conduct an audit review cf licensee reanalysis program results for systems, components and supports (excluding Seismic Category I structures). The audit review should address: (a) analytical procedures, (b) modeling techniques, (c) computer codes utilized in the analyses, and (d) the acceptability of the results. 2. Participate in site visits as necessary to confirm the accuracy of systems, components and supports modeling and gain an understanding of the actual facility design. 3. Suggest independent audit calculations for supporting the overall review effort and conduct these independent analyses as authorized. 4. Provide recommendations to the staff on the adequacy of any licensee proposed modifications to the facilities. 5. Provide a technical evaluation report upon completion of Task A fcr each plant. A seismic safety evaluation report (NUREG/CR-0891) (attachment 5) which was complet.ed by the staff and its consultants for Dresden 2 nuclear power plant is attached as a sample review of the task. NOTE: The Government reserves the right to make multiple awards under Task A on a plant by plant basis. Any award (s) thus made will be issued as task orders under the BOA (s). J

Page 6 4 o. Task B - ~~ ~ From time to time, specific work items may be ordered by the staff on the plants identified above. Potential tasks include: 1. Soil-Structure Interaction - for a specific site a) Conduct local site study including dynamic soil properties, definition of boundaries, site amplification, etc. b) Recommend proper approach of solution c) Define significance of SSI to the soil-structure system 2. Buried Piping and Conduits a) Conduct local site study including soil properties, piping geometry, etc. b) Recommend tredelling techniques and computer code to be used c) Conduct analysis as required 3. Liquid Storage Tank - For a specific tank a) Define possible failure modes due to seismic forces b) Evaluate licensee proposed modifications to the liquid storage tank 4. Components and Component Supports a) Define possible failure modes due to seismic forces b) Conduct simple analysis as needed c) Evaluate licensee proposed modification to the components or component supports 5. Soil Liquefaction a) Conduct local site study (soil properties, water table, etc.) b) Define potential of soil liquefaction c) Evaluate licensee proposed resolution for the potential liquefaction 6. Foundation Design a) Study local site condition b) Investigate foundation dynamic stability (overturning, sliding, toe-pressure, etc. ) c) Evaluate licensee proposed resolution 7. Seismic Qualification of Equipment (Mechanical and Electrical)

s Page 7 B. Reporting Requirements The contractor shall furnish ~a~bi-monthly letter-type progress report in five (5) copies to the NRC Project Officer and one (1) copy to the Contracting Officer (CO) and one copy to the Technical Assistance Program Manager, NRR by the fifteenth of the month being reported. This report shall state in concise form: 0.~ A short description ~of the project and objectives; b. A brief statement on what was actually acenmplished in completing each assigned task during the reporting period; c. Funds connitted during the reporting period; d. What is plar.ned for accomplishment during the next reporting period; e. Preliminary or interim results, conclusions, trends, or Other items of information thut the contractor feels are of timely interest; f. Problems or delays that the contractor has experienced in the conduct of his effort; g. Specific action that the contractor would like NRC to undertake to alleviate a problem; h. Updated task and sub-task schedules, network flow chart, program milestones chart, program ranagement summary, personnel assignments, and funding from those initially submitted in the plan of work ar.d methodology. The contractor shall prepare a letter type final report for each licensee submittal in five (5) copies to the NRC Project Officer and one (1) copy to the CO at the completion of his review. References 1. 10 CFR Part 50 ~ 2. Standard Review Plan 3. Regulctory Guides 4. NUREG/ CR-0098

W il... ( AftTICt.E III Placi_nq and Prr. cessing af Orders to time, during the ~ _ The government, from, time t and ending one (1) year i Ordering Period: period co;r.T. enc,ing on the date of this agreementhe h]h - i d") may place (a) i. er hereinafter 14 crders for services hereunder. agreement shall be issued and processed in the mannB i l year. period of the BOA may be extended one.(1) addit ona provided. Contractino officers of the ilRC l Authorized Orderino Activities:' The contracting officer has full l actions arising iF5y place orders under thi. (b) responsibility for administering all contractua ibility and l from any task orders issued and has the sole respons f this BOA. authority to make any changes to the provisions oO l bparagraphs (c) Types of Orders: Unpriced Orders and Priced Orders as defined in s (1) and (2) below: Unpriced Orders are hereby defined as ordersposed hereunder for which price and delivery will be Un' priced Orders: tion. (1) Priced orders are hereby defined as orders ll other Yor which the parties have agreed upon price, and a Priced Orders: A Priced i (2) issuance. terms and conditions of the order prior to Order wili be identified as follows:

III, "This is a Priced Order issued pursuant to Article (c), (2) of the Basic Ordering Agreement fiumber l

offer dated _ (Date) and (Contractor fiame) his contract shall include _ Each order placed under t f (d) Content of Order: the following: priate The contract number, the task number, and the appro reference to this Basic Ordering Agreement. (1) hich the Citation of the negotiation authority pursuant to w (2) order is negotiated. d special Applicable appropriation and accounting data an invoicing instructions where applicable. (3) A desired period of performance and/orll the wo For Unpriced Orders: deTivery date and a monetary limitation for a(This m (4) by the order. establishment of contract prices.)

l i Agreed to, total orderlprice and period of For Priced Orderst performance and/or delivery dates. I;pt, (5) the Such other terms and conditions as may be pertinent to Wyf.jj particular tasks'thereby ordered. (G) t Authority to Proceed:_ Upon receipt of any unpriced order he f (c) Unpriced Orderstthe Contractor shall proceed with the work suHowever, th (1) of paragraph (j) of this section.not proceed in the following The Incomplete or Inadepuntely Described Tasks or Projects 1 ting Officer Contractor shall immediately communicate with the Contrac (a) adjustment in the order for tasks ortified, except a and request an appropriate projects which are incomplete or inadequate i rors. Orders Which Contain a Monetary Limitation Which is Value of Unreasonably Deficient When Related to the Dollar (b) When the monetary }he Servi;ces to be Furnished Thereunder 1to make it amount provided with the order is so deficient f submission of the shall notify the Contracting Officer in advance o t of the proposed price for the effort, the dollar amoun i d in the understatement in the monetary limitation conta neT writing of the desired action to be taken. order. _ Upon receipt of any Priced Order hereunder, the i

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^ Contractor shall proceed with the tasks specified there n. Priced Orders: h t does not (2) the Contractor shall not proceed with any task t a by the set forth price and delivery provisions agreed toIn t parties.not reflect the agreed upon provisions, the the Contracting mmediately communicate such information toThe Cont the i dr Contractor of action to be taken with respect to such or e. Officer. processing of Unpriced Orders by the Contractorii d Order' (f) Within thirty (30) days after receipt of each Unpr ce l Officer may~ hereunder, or within such period as the Contracting t i ing the (1) specify, the Contractor shall submit a proposal con a n e or delivery proposed price for the effort, period of perform h task. , WW ~ e_ 'Y-'W-p9_

Page 10 . (2) When the total of the costs or prices proposed for the unpride'd order exceeds $100,000.00, the Contractor shall, unless otherwise specified by the Government, furnish the Contracting Officer with ' i 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 upon request. Orders priced by the Contractor below S100,000.00. shall be returned to the Contracting Officer with such substantiating data as are reasonable requested to facilitate a pricing review and subsequent negotiation. Such. data 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. e (g) Processino of Priced Orders by the Contractor: (1) Within fifteen (15) days after receipt of each Prictrd 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) Processing of Unpriced Orders by the Contracting Officer: Within thirty (30) days or such additional period as may be mutually agreed upon after receipt by the Contracting Officer of the Contractor's proposal, the Contracting Officer shall either: i (1) Issue a supplemental Agreement. for execution by both parties specifying the proposed prices thereby signifying approval of the proposed prices; (2) Terminate the task order in its entirety in accordance with the clause hereof entitled, " Termination for Convenience of the Government." i (3) Hotify the Contractor of the need for further negotiations. When an agreement on price is reached, the Contracting Officer shall issue a Supplemental Agreement definitizing the Unpriced Order into a Priced Order. The agreement shall be executed by both of the parties. (i) Disagreement as to Prices: In the event of a failure to agree on' price, such failure shall be deemed to be a dispute concerning a question of fact in accordance with the clause hereof. entitled.." Disputes." 1 I 2 4 ,m.,__ -.-m,.-m o

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IdSC ' '6fg'- ~~ s' ~ Prior to definitizaticnst;p work i be permitted to of the Government: 3 he cost entractor s areasonably estimated that-texpenses and y- .~. Pn of Liabilit i order. r er, t e such order, plus terminat onforth in theshall is nprice time it

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g of such fact anTaTTse t etary limitation .. M.yw, , will cxceed thecvent the Contractor 50 stops wo ' ' - ~u amount o.1ricrease in mone Officer ctor to the Con'.ractin obligated .' ' ' ~-- -. order to permit the Contra ~ be nstif The Government shall notincluding, withnut !.he

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provisions of this agreemen, Convenience o g t h tcny of t e i tati:n, the provisions o under order. ticd, " Termination forct to tasks i itation stated in the

he Contractor with respe exccss of the e.onetary l m N OF ORDERS gotiated onsubmitted and IV PRICIt G At;D f EGOTIATIO l submitted _and all prices ne t 1-XV of the dering Agreement shall bewith the provisi

] gre:d that each proposa issu:d under this Basic Ornegotiated in accordanceas in t [ k,, - ! Procurement Reculations lled for in each order l >e i VERY ,a V TIME 0F DELI the completed tasks caforth in I such order. l d le set ontractor shall deliverwith the delivery sche u .cordance 1 b 1 W'99 $ ee - _ _ _. _,, _. _ ~,., _ _,

Pag 2 12 Article VI ' REPORTS All reports required to be submitted to the Nuclear Regulatory Commission under any task order issued pursuant to the terms of this Basic Ordering Agreement shall be as specified in each individual order. Article VII - PRICING OF ADJUSTHENTS When costs are a factor in any determination of a contract price adjustment pursuant to the " changes" clause or any other provisions of this agreement, such costs shall be in accordance with Part I-XV of the Federal Procurement Reculations as in effect on the date of the order. Article VIII - TYPE OF CONTRACT Each individual task order issued hereunder shall specify a particular contract type such as fixed price, labor-hour, cost-plus-fixed-fee, etc., and shall reference the General Provisions applicable to the task for each contract type. Article IX - MODIFICATION OF BASIC ORDERING AGREEMENT The agreement may be modified at any time by mutual agreement of the parties. Article X - CONDITIONS FOR MAINTAINING AGREEMENT This agreement shall be reviewed from time to time 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 Supplemental Agreement modifying this Basic Ordering Agreement or by the issuance of a superseding Basic Ordering Agreement. This agreement may be terminated upon thirty (30) days written notice by either party to the other, except that the Government may immediately terminate this agreement at any time after the parties fail to agree to any deletion, addition, or modification to this agreement which is required by statute, Executive.0rder, or the. Federal Procurement Regulation. No deletion, addition, or modification to or termination of this agreement shall affect any orders theretofore entered into between the parties in which this agreement has been incorporated, by reference. Article XI - AUTHORIZED REPRESENTATIVE The Contracting Officer may designate an authorized representative under each task order for the. purpose of asturing that services required under the agreement are ordered and delivered in accordance therewith. Such representative as n.ay be appoint'ed will be specifically designated in writing to the Contractor from the Contracting Officer, including the extent of such designee's authority. %, w m

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' J-Page 13-ARTICLE XII - RESPONSIBILITIES OF THE PROJECT OFFICER . The Project Officer is responsible for: (1) Monitoring the Contractor's technical progress, including the surveillance and assessment of performance - and recommending to the Contracting Of ficer changes in requirements; (2) interpreting the Statement of Work; (3) performing technical evaluation i as required; (4) performing technical inspections and acceptances required by this contract; and (5) assisting the Contractor in the resolution of. i technical problems encountered during performance. Within the purview of this authority, the representative is ~ authorized to approve payment vouchers for supplies / services required under the contract. The Contracting Officer is responsible for directing or negotiating any changes in terms, conditions, or amounts cited' in the contract. h For guidance from the Project Officer to the Contractor to be valid, it-l must:. (1) be consistent with the description of work set forth in this contract; (2) not constitute new assignment of work or change to the i 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; (4) not' constitute a basis for any increase in the contract price. If the Contractor receives guidance from the Project Officer which the contractor feels is not valid under the criteria cited above, the Contractor shall immediately notify the Project Officer.- If the two are not able to resolve the question within 5 days, the Contractor shall notify the Contracting Officer. 4 ARTICLE XIII - TECHNICAL DIRECTION A. The NRC Project Officer named 'in each Task Order is responsible for guiding the technical aspects of the project and.for general surveillance of the work performed. The Project Officer.is not authorized to make any commitments or any changes which constitute work not within the general scope of this contract, or constitute a basis for_ any 3 increase in contract price or extension of the contract. Period of Performance. B. Technical direction must be within the general scope of work stated i in the contract. The Project Officer does not' have the authority to and may not issue any technical direction which: i. l d i f .,.- _ c --..~...-,-_.....-_.__..__....---,,,_....m--,-,----.. ,.,----..--m --c

c. 1 o Paga 15 ARTICLE XIV - ORDER OF PRECEDENCE _ In the event of an inconsistency between the terms and conditions of this contract, the inconsistency shall be resolved by giving precedence in the following order : f 1. THE SCHEDULE 2. The General Provisions Other terms and conditions of the contract, whether ir.corporated by 3. reference or otherwise. I I u l l l 1 l l ~@-._-,__ ~ '~

Pag 2 14 1. Constitutes an assignment of additional work outside the-general scope of the contract. 2. Constitutes a change as defined in the clause of the General Provisions, entitled " Changes." 3. In any way causes an incr~ ease or decrease in the total estimated 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.~ f( copy of siid written direction shall be submitted to the Contracting Officer. D. In the event the Project Officer desires a change to the contract within one or more of the categories as defined in (1) through (4) of paragraph B abov'e, he/she must direct such request to the Contracting Officer. The Contracting Officer will handle the request in accordance wiht applicable laws and regulations. E. Any unauthorized comnitment or direction issued by the Project Officer may result in an unnecessary delay in the Contractor's performance and may even result in the Contractor expending its own funds for unallowable costs under the contract. I

ARTICLE XV BILLING INSTRUCT 10!i5 FOR N%C Cubl-lh LUM hAL'h 8"90 'D The contractcr shall submit vouchers for cost-reimbursement in Gener al. the manner and fo'rkiat, described herein and as illustra'ted in the sample voucher. Claims shall be submitted on the payee's letterhead, invoice or on the Form. Government Standard Forin 1034, "Public Voucher for Forchases and Services Other than Personal," and Standard Form 1035, "Public youcher for Purchases 0ther than Personal--Continuation Sheet." These. forms are available 20801. the Government Printing Office, 710 North Capitol Street, Washington, DC An origir.al and four copies shall be mailed to the NRC Number of Copies. office identified below. The contractor shall submit claims for reimbursement once ea Frecuency_. month _ unless otherwise authorized in writing by the Contracting Officer. If cost-reimbursements are Billino of Costs After Expiration of Contract: incurrfd during the contract period and claimed after the contract has expired the period durin'g' which these costs were incurred must be cited. Billings may be expressed in the currency normally used by the Currency. contractor in maintaining his accounting records; payments will be mzde in However, the U.S. dollar equivalent for all invoices paid that currency. unde.- the contract may not exceed the total U.S. dollars authorized in the contract. These instructions supersede all previous billing instructions. Superse'ssion. G

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Page 17 Pregration und Itemization of the Voucher. The contractor shall furnish the inform'ation set forth in,the explanatory notes below. These notes are keyed to the entries on the sample vcucher. (a) Payor's Name and Address. (i) Addres's the original voucher (with copies to: U.S. Nuclear Regulatory Con:nissien, Division of AccoJnting, Office of the Controller, ATTN: GOV /h0M'AccountsSection, Washington,DC 20555. (b) Voucher Humber. Insert the appropriate serial number of the voucher.- This must be in sequential order beginning with 001 as the number to be used for the first voucher submitted under this contract. (c) Date of Voucher. Insert the date the voucher is prepared. (d) Contract Number and Date. Insert the contract number and the effective date of the contract. (e) Payee's Name and Address. Show the name of the contractor as it appears in the contract and its correct address; except when an approved assignment has been made by the. contractor, or a different payee has been designated, then insert the name and address of the payee. Include name of voucher preparer and t elephone number. (f) Contract Amount. Insert the total estimated cost of the contract, exclusiw of fixed fee. For incrementally funded contracts enter the amount currentlj ~ obligated an'd availabl,e.for payment. (g) Fixed Fee. Where applicaule, insert total fixed fee.

Insert the beginning and ending dates (day, m (h) Bil ing Period. ~ 'inc'urred and for which reimburse year) of the period in which costs were H is claimed. Insert the major cost elements as follows:. .(i)' Direct Costs. ) This consists of sala' ries and wages paid ( (i)(1) D'irect Labgr. Itemize by name/ labor category, for direct performance of the contract. hours, and rate.per hour. f licable to (i)(2) Frince Benefits.' This represents fringe benefi s a Fringe benefits' included in direct labor and billed as a direct cost. direct' costs should not be identified' here. For educational institutions (i)(3) Capitalized Nor.excendable Equipment. ther than,educaticnai.! list each item costing $1,000 or more; for contractors o d having a life institutions, list each item costing $200 or more a expectancy of more than o'ne year. A reference shall be made to the which reimbursement is requested.(1) the item num following (as applicable): (2) the Contracting Officer's of equipment listed in the Property Schedule; ty Schedule;;or Approval Letter, if the equipinent covered by 'the proper ~., the approval (3) be preceded by an asterisk (*) if the equipment i d for items Further itemization of vouchers shall only be requ re l e' vel. t having specific limitations set forth in the contrac. This is (i)(4) Materials, Supolies, and Noncapitalized Eq i consumable materials and supplies and equ pmen Specify separately all items over $1,000, in (i)(3) above. 4 4 e-p g y ,f

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Paga 19 a This is remuneration in excess of the basic hourly (i)(5)' Premium Pav. rate. (i)(6) Consultant's Fee. These are fees p' aid to do'nsultants. List name, hours, ra'te p:r hour l and total cost. Domestic travel is travel within the ' United States, its .(i)(7) Travel.. territories, possession.;, and Canada; it should be billed separately from foreign travel. List cost elemants and locat. ions of travel: Airfare, car ~ rental, lodging, food, parking, mise. Uist all other direct costs in total unless in excess of (i)(8) Other. If over $500, li'st cost elements and dollar amount separatelf, e.'g.,- $500. For cc.nputer costs, specify comput'er type, total hours, and subcontracts. cost per hour of co.7.puter time. (j) Indirect Costs--0verhea'd. Cite the provisional rate specified in'the contract. Cite the provisional.rcte specified in the contract. (k) GLA Expenses. If the cont'ract provides for a fixed fee, it must be claimed (1) Fixed Fee. Cite the formula or method of computation as provided for by the contract. (See (p)). In' sert the amount billed for the ma'jor (m) Amount Billed for Current Period. cost elements, adjustment, and adjusted amounts for the period. ~ Insert the (n). Cumulative AmourA from Inception to Date of this Billino. cumulative amounts billed for the major cost elements and adjuste'd amoun claimed during this contract. - _. =

m. Pag 2 20 Insert the total amounts claimed for th2 curren (o), Total Amounts Claimed. and cumulative periods. This includes amounts conceded by the contractor, o (p) Adjustments. ding of earned suspensions, disapprovals subject to appeal, and 15% withho fixed fee. '(q) Grand Totals _. 4 e a e i A e e 4 f i O i a e

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Address ~ ayor's Name' and % EQ latory The U.S. Nuciear Regu No. and Oate c M of Accounting, CONGov/Com Acets Section Pertod of Perf oralance' ~ Contract Coarnission Division 20555 ContractEstimated Cost of Attention: Washington, OC Total e (g) Contract and Address Payee's NameABC CORPORATIONFixed-Fee 100 Main StreetAnywhere U.S.A. (555)g87-6543"where,U 0R' Total j (h) Jane Count M through The National Bank,AnyAssignee for ABC Corpor ation ATTN: costs from Ju1 ioned) Anywhere, U.S.A.(When Pa..ents' are Assrepresents Billed Amount From reimburseable n Cumulative to m Amountfor Current Inceptfof this voucher July 31,1978 This .i Date Period Billino - $~6~lRIO 1,200 600 ize)' (i)(1) Direct Labor (item (rate) le 8,000 Costs Direct (i)(2) Fringe Benefits (i)(3) Capitalized None (i) xpendab 5,000 4,000 150 Equ'ipment. and 2,000 100 is 100 200 (i)(4) Materials, Suppl eNoncapitalized Equipmen t 100 200 200 (i)(5) Pre ium Pay (s) 200 (i)(6) Consultant's Fee (i)(7) Travel Domest 320,650 m ic Foreign 511,600 Costs 6,000 (i)(8) OtherTotal Direct 1,400 or Othe 4,000 528,050 INDIRECT COSTS % of Direct Labor 3T6,T00 (1,700) 700 (j) (105) BTse{ Formula)EARitEO(Formula)'- Expenses (0) G&A Total Amounts Claimed withhel ) $26,350 FIXED FEE (k) fee Adjustments (Less 15%nsions,.if$16,395 (1) (o) (p) and Outstanding Suspe applicableTotals (q). Grand

^ Page 22 ARTICLE AVI BILLING INSTRUCTIONS FOR FIXED PRICE CONT RACTS AND PURCHASE ORDERS The contractor shall submit vouchers or invoices as prescribed General. - herein. Claims shall be submitted on the payee's letterhead, invoice or on the Government's Standard Form 1034 "Public Voucher for Form. Services Other Than Personal," and Standard Form 1035 "Public Youcher These forms for Purchases Other Than Personal -- Continuation Sheet." are available from the Government Printing Office, 710 North Capitol Street, Washington, DC 20801. An original and six copies shall Number of Cooies and Mailino Address __ be submitted to NRC offices identified below. The contractor shall submit an invoice or voucher only after NRC's final acceptance for services rendered or products delivered in Frecuency._ perfonmance of the contract unless othersise specified in the contract. 4 The voucher shall be~ prepared Preparation and Itemization of the Voucher _. in ink or typewriter (without strikeovers) and corrections or erasures must be initialed. It must include the following: (a) Payor's name and address. (i) Address the original voucher (with 4 copies) to: U.S. Nuclear Regulato Commission, GOV /ECM Division of Accounting, Office of the Controller, ATTH: 20555. (ii) Address 2 Accounts Sections, Washington, DC E. L. U.S. Nuclear Regulatory Commission, ATTN: copies to: Halman, Director, Division of Contracts, Washington, DC (iii) The oricinal copy of the voucher should indicate 20SS5. that (2) cooies have been forwarded to the Contractino Officer. This is to be in sequential order beginning with Voucher-number. (b) 001 as the number to be used for the first voucher submitted under this contract or purchase order. (c) Date of voucher. (d) Contract number and date. (Show the name of the contractor Payee's name and address.and its correct address, except when an a (e) made by the contractor or a different payee has been designated, then it. sert the name and address of the payee.) Description of articles or services, quantity, unit price, and (f) total amount. u___

Page 23 a (g) Weight and zone of shipment, if shipped by parcel post. ~ (h) Charges 'for freight or express shfpments, and attached prepaid ~ bill, if shipped by freight or express, (i)' 'Instruc{ ions to'~ consignee to notify Contracting Officer of ~ ~ ' receipt of shipment. (j) Final invoice marked: " FINAL INVOICE" Billings may be expressed in the currency normally used by Currency. the contractor in maintaining his accounting records and payments will be made in that currency. Hcwever, the U.S. dollar equivalent for all invoices paid under the contract may not exceed the total U.S. dollars authorized in the contract. d o s 6

Page 24 ]1 a ARTICLE XVII.' PRIVATE USE AND PROTECTION OF UNCLASSIFIED GOVERNMENT INFORMATION A. Except as specifically authorized by this contrac, or as otherwise approved by the Contracting Officer.. records or other infonnation, documents and material furnished by the Comission to the contractor in the performance of f this contract, or information developed by the contractor in the course of the work hereunder, shall be used only in connection with the work perfonned under this contract. The contractor shall, upon completion or termination of this contract, transmit to the Comission all records or other infonnation, . -documents and material, and any copies thereof, furnished by the Comission to the centractor or developed by the contractor in the performance of this contract. B. The contractor shall be responsible for safeguarding from unauthorized dis-closure any infonnation or other documents and material exempt from public i disclosure by the Comission's regulatior.s and made available to the con-l tractor in connection with the performance of work under this contract. The contractor agrees to confom to all regulations, requirements, and directions l of the Commission with respect to such material. i C. The contractor's duties under this clause shall not be construea to limit or affect in any way the contractor's obligation to conform to all security ~ ~ regulations ar.c recuirements of the Comission pertaining to classified information and material. t e +,e ~

~ ~ ^ 3afe 85 F a ARTICLE.XVIII - PROTECTION OF PROPRIETARY AND COMPANY CONFIDENTIAL INFORMATION If proprietary or compcny confidential data is provi[ fed to the contractor by the Government in connection with this contract, the contractor agrees to safeguard ;uch information and agrees not to release such information to any person not directly involved in the parformance of work under this contract unless such release is authorized in writing by the Contracting Officer. Upon completion ~- or termination of this contract, all copies of any such proprietary or company confidential data shall be returned to the Commission. ARTICLEXIX-INSPECTIONOFSERdICES 1 (a) All services (which term throughout this clause includes services t performed, material furnished or utilized in the performance of l services, and workmanship in the performen:e of services) shall be subject to. inspection and test by the Government, to the extent practica,ble at all times and places daring the. term of the contract. All ; inspections by the Government shall be made in such a manner as not'to unduly delay the work. (b) If any services ' performed hereunder are not in conformity,with the requirements of this contrxt, the Government shall have the right to require the Centr::ctor to perform the services again in conformity with the requirements of the contract, at no additional increase iri total contract amount. When the services to be performed are of such a nature that the defect cannot be corrected by reperformance of the services, the Government shall have the right to (i) require the Contractor to immediately tike all necessary steps to ensure future performance of the services in conformity with the requirements of the contract; and (ii) reduce the contract price to reflect the reduced value of the services performed. In the event the Contractor fails promptly to perform the services again or to take necessary steps to insure future perfo'rcance of the services' in conformity with the requirements of the contract, the Government shall have. the right to either (i) by contract,or othenvise have the services performed in conformity with the contract requirements and charge ta the Contractor any cost occasioned to the Government that is directly related to the performance of such services; or (ii) terminate this contract for default as provided in the clause of this contract entitl ed " Default." G

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Page 26 s 4 ARTICLE rX - CONFLICT OF INTEREST. (a) Purpose. The primary purpose of this article is to aid in ensuring that the contractor: (1) is not placed in a conflicting role because of current or planned interest (financial, contractual, organizational, or otherwise) which relates to the work under this contract, and (2) does not obtain an unfair competitive advantage over other parties by virtue of its perfonnance of this contract. (b) Scope. The restrictions described herein shall apply to performance or participation by the contractor as defined in 41 CFR 620-1.5402(f) in the activities covered by this article. (c) Work for others. Notwithstanding any other provision of this contract, during the tenn of this contract, the contractor agrees to forego entering into consulting or other contractual arrangements with any firm or organization, the result of which may give rise to a conflict of interest with respect to the work being performed under this contract. The contractor shall ensure that all 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 ' article. 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 Officar prior to execution of such contractual arrangement. (d) Disclosure after award. (1) The contractor warrants that to the best of its knowledge and belief and except as otNneise 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 organiza-tional conflicts of interest with respect to this contract, it shall make an immediate 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 termina-tion 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 protected by the Privacy Act of 1974 (Pub. L. 93-579), or data which has not been C

tP f } releaseo to the public, the contractor agrees not to: (1) use such information for any private p(urpose until the informationii) co has been released to the public; ,.1 Commission based on such information for a period of six (6) hadi months after either the completion of this contract or the

-{
l release of such information to the public, whichever is first, (iii) submit an unsolicited proposal to the government based on such informatien until one year after the release of such infor-mation to the public, or (iv) release the information without prior written approval by the Centracting Officer unless such information has previously been released to the public by the NRC.

In addition, the -contractor agrees that to the extent it receives (2) 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 creat such information in accordance with restrictions placed on use of the information. The contractor shall have, subject to patent and security provi-(3) sions of this cor. tract, the right to use technical data it produces under this contract for private purposes provided that all require-ments of this contract have been met. (f) Subcontracts. Except as provided in 41 CFR 520-1.5402(h), the contractor shall include this article, including this paragraph, in subcontracts The terms " contract," " contractor," and " Contracting Officer," of any tier. shall be appropriately modified to preserve the government's rights. (g) Remedies. For breach of any of the above proscriptions or fer intentional nondisclosure or misrepresentation of any relevant interest required to be disclosed concerning this contract or for such erroneous representations as necesscrily imply bad faith, the government nay terminate the contract for default, disqualify the contractor from subsequent contractual efforts, and g pursue other remedies as nay 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 520-1.5411. e

Page 28 ARTICLE XXI-GENERAL PROVISIONS / ALTERATIONS The General Provisions of any resultant Basic Ordering Agreement shall consist of: 1. General Provisions - Fixed' Price Research & Development Contract dated 2/15/78 (attachment 3). 2. General Provisions - Cost Type Research & Development Contracts With Commercial Oroanizations dated 11/80 (attachment 4). Individual Task Orders awarded under the 80A will specify the applicable provisions depending upon the type of contract negotiated. In addition, the following provisions are adde'd to " 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 co'nduct a program which will ~ encourage labor surplus ares concerns to compete for subcontracts within their capabilities. In this connection, the Contractor shall-- (1) Designate a liaison officer who will (i) naintain 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 consideratior 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; b e. es oea e ew = o es -e aw mm-e e ~ y, n

( Page 29 D } (4) Maintain records showing the procedures which have been adopted P to comply with the policies set forth in this clause and report subcontract awards (see 41 CFR 1-16.804-5 regarding use of Optional Form 61). Records maintained pursuant to this clause will be kept available,for review by the Govemment until the t:xpiration of 1 year after the award of this contract, or fer such longer period as may be re_ quired by any other clause of this contract cr 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 cpportunities. (b) (1) The term " labor surplus area" means a geographical area identified by the Department of Labor as an area of concentrated unemployment 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. j (3) The term " labor surplus area concern" means a concem 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, in any subcontract hereunder which may exceed 5500,000 and which contains the Utilization of Concerns in Labor Surplus Areas clause, provisions which shall confonn substantially to the language of this clause, including this paragraph (c), and to notify the Contracting Officer of the narAas of such subcontractors. 6

Pag 2 30 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 performance of contracts awarded by any Federal agency. e (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 ex:rcising the power to make policy decisions. " Operate" in this context means being actively involved in the day-to-day management. " Women" mean all women business owners. 3.14 Women-Owned Business Concerns Subcontracting Program (Over $500;000 or $1,000,000 for Construction of Any Public Facility) (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 connaction, 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. (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 makinc information on forthcoming opportunities available, by arranging solicitations, time for the preparation of bids, quantities, speci-fications, and delivery schedules so as to facilit6te the participation of women-owned business concerns. (4) Maintain records showing (i) procedures which have been adopted to compy with tne 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 efforts to identify and award contracts to women-owned business concerns. (5) Include the " Utilization of Women-Owned Business Concerns" clause in subcontracts which offer substantial subcontracting opportunities. (6) Cooperate in any studies and surveys of the Contractor's women-owned business concerns procedures and practices that the Contracting Officer may from time-to-time conduct. E

Page 31 a (7) Submit periodic reports of subcontracting to' women-owned business concerns with respect to the records referred to in subparagraph (4) above, in such form and manner and at such time (not more often

  • than quarterly) as the-Contracting Officer may prescribe.

(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, including this paragraph (b), and to notify the Contracting' Officer of the names of such subcontracters. (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 ddfinition of a women-owned business concern as set forth in the Utilization Clause 1(b).e5bve at the time of submission of bids or proposals. ( 5.8 Price Reduction for Defective Cost or Pricing Data (1-3.814-1(a)) If any price, including profit or fee, negotiated in connection with this contract or any cost reimbursable under this contract was increased by any 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 er Pricing Data; a (b) A subcontractor, pursuant to the clause of this contract entitled "Subcon:ractor Cost or Pricing Data" or " Subcontractor Cost or Pricing Data--Price Adjustrents" 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 estinate furnished by the Contractor but which was not accurate, complete and current as of the date certified in the Contractor's Certificate of Current Cost or Pricing Data; or (d) The Contractor or a subcontractor or prospective subcontractor furnished any data, not within (a), (b) or (c) above, which was not accurate as submitted: the price or cost shall be reduced accordingly and the contract shall be modified in writing as may be necessary to reflect such reduction. However, any reduction in the contract price due to defective subcontract data of a prosoettive subcon-tractor when the subcontract was not subsequently awarded to such subcontractor, will be limited to the amount (olus apclicable overhead and profit markuo) by which l tha 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 a reason of defective cost or pricing data submitted in connection with certain subcontracts, it is expected that the Contractor may wish to include a clause in each such subcontract requiring the subcontractor to appropriately indenaify the Contractor. It is also expected that any subcontractor subject to such indemnification will generally require substantially similar indemnification for defective cost or pricing data required to be submitted by his low tier subcontractors.)

Page 32 e 5 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 profits in excess of $100,000 unless the modift:ation is priced on the basis.of adequate price competition, established cataloc o market prices of couraercial items sold in substantial quantities to the general public, or orices s t 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, necotiated in connection with any price adjustment under this contract was increased by any significant sums because: (1) The Contractor furnished cost or pricino data which was not accurate, cc=plete and current as certified in the Contractor's Certificate of Current Cost or Pricing Data; (2) A subcontractor, pursuant to the clause of this contract entitled " Subcontractor Cost or Pricing Data" or " Subcontractor Cost or Pricino Data--Price Adjustments" or any subcontract clause therein required, furnished cost or pricing data which was not accurate, complete and current as certified in the subcontractor's Certificate of Current Cost or Pricino Data; (3) A subcontractor or prospective subcontractor furnished cost or pricing data which was recuired to be accurate, complete and current and to be submitted to support a subcontract cost estimate furnished by the Contractor but which was not accurate, complete and current as of the date certified in the Con-tractor's Certificate of Current Cost or Pricing Data; or (4) Tne Contractor or a subcontractor or prosoective subcontractor furnished any data, not within (1), (2) or (3) above, which was not accurate, as submitted; the price shall be reduced accordingly and the contract shall be modified in writing as may be necessary to reflect such reduction. However, any reduction in the contract price due to defective subcontract data of a prospective subcon-i tractor, when the subcuntract was not subsequently awarded to such subcontractor, j will be limited to the amcunt (plus applicable overhead and profit arkup) by which the actua; subcontract, or actual cost to the Contractor if there was no subcontract, was less than the prospective subcontract cost estir: ate 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 er pricino data submitted in connection with certain subcontracts, it is expected that the Contractor may wish to inclWe 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 subcentractors.) (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.

Page 33 5.10 - Subcor, tractor Cost and Pricing Data (1-3.814-3(a)) (a) The Contractor shall require subcontracters hereunde'r to submit, actually or by specific identification in writing, cost or pricing data under the following circumstarces: (1) Prior to the award of any subcontract the amount of which is expected to exceed $100,000 when entered into; (2) Prior to the pricing of any subcontract modification.which involves aggregate increases and/or decreases in costs plus applicable crofits expected to exceed $100,000; except where the price is based on adequate price competition, i established catalog or market prices of commercial items sold in substantial quantities to the general public, or ' prices set by law or regulation. (b) The Contractor shall require subcontractors to certify, in substantially the same form as that used in the certificate by the Prime Contractor to the Government, that to the best of their knowledge and belief, the cost and pricing data submitted under (a) above is accurate, complete, and current as of the date of agreement on the negotiated price of the subcontract or subcontract change or modification. (c) The Contractor shall insert the substance of this clause includino this paragraph (c) in each subcontract hereunder which exceeds $100,000 when entered into except where the price thereof is based on adequate' price competition, established catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation. In each such expected subcontract hereunder in excess of $100,000, the Contractor shall insert the substance of the following clause: SUBCONTRACTOR COST OR PRICING DATA-PRICE ADJUSTMENTS (a) Paragraphs (b) and (c) of this clause shall become operative only with respect to any modification-made pursuant to one or more provisions of this contract which involves aggregate increases and/or decreases in costs plus applicable profits expected to exceed $100,000. The requirements of this clause shall be limited to such contract modifications. (b) The Contractor shall require subcontractors hereunder to submit, actually or by specific identification in writing, cost or pricing data under the following circumstances: (1) Prior to award of any subcontract, the amount of which is expected to exceed $100,000 when entered into; t (2) Prior to the pricing of any subcontract modification which involves aggregate increases and/or decreases in costs plus applicable profits expected to j exceed $100,000; except where the price is based on adequate price :cmpetition, astablished catclog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law cr regulation. t e i - ~.

Page 34 5.10 Subcontract Cost and Pricing Data (1-3.814-3(a)) Cont'd (c) The Contractor sha'll require subcontractors to certify, in substantially the samt fonn as that used in the certificate F the Prime Contractor to the Government, that to the best of their knowled-and belief the cost and pricing data submitted under (b) above is accurate, coi..plete, and current as of the date of agreement on the negotiated price of the subcoi. tract or subcontract change or modification. (d) The Contractor shall insert tne substance of this clauss including this paragraph (d) in each subcontract hereunder which exceeds $100,000 when entered into. 5.11 Cost Accounting Standards--Nondefense Contract (1-3.1204-2(a)) (a) Unless the Administrator oT General Services has prescribed rules or regulations exempting the Contractor or this contract from standards, rules, and 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 administered under the Administration of Cost Accounting Standards clause. If any change in disclosed practices is made for purposes of any contract or subcontract subject to those disclosure requirements, the change must be applied in a consistent ranner to this contract. (2) Comply with all cost accounting standards which the Contractor is required to comply with by reason of concurrent performance of any contract or subcontract subject to the Cost Accounting Standards clause (4 CFR 331) and ad:ninistered under the Administration of Cost Accounting Standards clause. The Contractor also shall comply with any cost accounting standard which hereafter becomes applicable to such a contract or subcontract. Such compliance shall be required prospectively from the date of applicability to such contract or subcontract. Compliance shall continue until the Ccntractor completes per-formance of vork under this contract. (3) Agree to an equitable adjustment (as provided in the Changes clause of thi: 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 practices 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 change to either a cisclosed cost accounting practice l or an established cost accounting practice, other than a change under (a)(3) 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 ray be made under this provision that will increase costs paid by the United States.

Page 35 a e 5.H' Cost Accounting Standards--Nondefense Congract (1-3.1204-2(a)) Cont'd. .(5) Agree to an adjustment of the contract price or cost allowance, 9 as appropriate, if it or a subcontractor fails to comply with the applicable O Cost' Accounting Standards or to follow any practice disclosed 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 rec;very of the increased costs to the United States together with interest therern computed at the rate determined by the Secretary of the Treasury pur-y su:nt to Pub. L. 92-41 (50 U.S.C. App.1215(h)(2)), or 7 percent per annum,. ' whicheveFis less, from time the payment by the United States was made to the time the adjustment is effected. (6) Negotiate an equitable adjustment (as provided in the Changes clausa of this contract..if any) when the parties agree to a change to either a disclosed cost accounting practice or an established cost accounting practice. (b) The Contractor shall pemit any authorized representatives of the head , of the agency, of the Cost Accounting Standards Boar <i, or of the Comntroller Gen ral of the United States to examine and make copies of any documents, pap:rs, or records relating to compliance with the requirements of this clause entil the expiration of 3 years after final payment under this contract or such lesser. time specified in the Federal Procurement Regulations (FPR) part 1-20. (c) Unless a subcontract or Subcontractor is exempt under rules or regu- , lations prescribed by the administrator of General Services, the Contractor: (1) shmil include the substanc.e of this clause including this paragraph (c) in all negotiated subcontracts under this contract with subcontractors that are currently performing a national defense contract or subcontract that contains , the clause entitled to Cost Accounting Standards and that are currently required to accept the clause in applicable national defense awards, and (2) shall include the substance of the Consistency of Cost Accounting Practices--Non-defense Contract clause set forth in i 1-3.1204-2(b) of the FPR in negotiated subcontracts under this contract with all other subcontractors. The Contractor may elect to use the substance of the solicitation notice set forth in i 1-3.1203-2(b) of the FPR in his determination of applicability cost accounting j standards to subcontracts. (d) The tenns defined in 5 331.20 of Part 331 of Title 4, Code of Federal i R:gulations, shall have the same meaning herein. As there defined, " negotiated subcontract" means "any subcontract except a firm fixed-price subcontract made by a ctatractor or subcontractor after receiving offers from at least two fims not associated with each other or such contractor or subcontractor, providing l (1) the solicitation to all competing fims is identical, (2) price is the only l consideration in selecting the subcontractor from ameng the competing fims solicitied, and (3) the lowest offer received in compliance with the solicitation from cmong those solicited is accepted." (e) The administration of this clause by the Government shall be accom-p11shed in conjunction with'the administration of the Contractor's national defense contracts and subcontracts subject to rules an_d regulations of the Cost l ' Accounting Standards Board, pursuant to the Administration of Cost Accounting i Standards clause. For the purposes of the Administrat1on of Cost Accounting Standards clause contained in this contract, references to the Cost Accounting Standards clause shall be deemed to include this Cost Accounting Standards-- . Nondefense 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. j

Page 36 i ~ 5.12 Administration of Cost Accounting Standards (1-3.1204-1(b)) 4 For the purpose of adniinistrating Cost Accounting Standards requirements i under this contract, the Contractor shall: i (a) Submit to the cognizant Contracting Officer a description of the accounting change and the ger.eral dollar magnitude of the change to reflect the sum of all increases and tae sum of all decreases for all contracts containing. the Cost Accounting Standards clause or the Disclosure and Consistency of Cost Accouni'ng 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 2 (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-(B), (a)(4)(C) of the Cost Accounting Standards clause or with paragraph (a)(3) or (a)(5) of the Disclosure and Consistency of 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 Standard or to follow a disclosed practice as contemplated by paragraph (a)(5) of the Cost Accounting Standards clause or with paragraph (a)(1) 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 agreement of such noncompliance by the Contractor. (b) Submit a cost impact proposal _ in the form and manner specified by the cognizant Contracting) Officer within sixty (60) days (or such other date as may be mutually agreed to after the date of determination of the adequacy and compliance of a change submitted pursuant to (a) (1), (2), or (3), above. l l (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 Practices 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. Sel f-deleting clauses shall not be used. (e) Include the substance of this cicuse 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 infomation to the Contract Administration Office Cognizant of the subcontractor's facility. fvMte-y,*&+-+,rg-ang+.=w,,. 8'8 7 H9 $,.,,,- ,-enw,e--w+~ h 'w-, "*-?"'--i" ""4 .M % " T& --e--, ,-r ,w wm----- w-e. m-.ry=

7-_ ,s D' ~ I Administration of Cost Accounting Standards (1-3.1204-1(b)) Cont'd. 5.12 (1) Subcontractor's name and subcontract number. (2) Dollar amount and date of award. . (3) Name of Contractor making the award. (4) A statement as to whether the subcontractor has made or proposes to make any changes to accounting practices that affect prime contracts or. subcontracts containing the Cost Accounting Standards clause or Disclosure'and Consistency of Cost Accounting Practices clause unless such changes hava already bacn 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 subcontractor 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 upon the adjustment established under the subcontract. Such notice shall be given within 30 days after receipt of the proposed sub-contract adjustment, and shall include a proposal for adjustment to such higher 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 term " Contracting Officer" shall be suitably altered.to identify the purchaser. 5.13 Cost Accounting Standard Withdrawal Cost Accounting Standard 414--Cost of money as an elenent of the cost of facilities capital--shall not be reimbursed as an allowable cost under this contract. t 3 t ~. -}}

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