ML20042B177
| ML20042B177 | |
| Person / Time | |
|---|---|
| Site: | Three Mile Island  |
| Issue date: | 03/05/1982 |
| From: | Cookson B, Smith P MITRE CORP., NRC OFFICE OF ADMINISTRATION (ADM) |
| To: | |
| Shared Package | |
| ML20042B175 | List: |
| References | |
| CON-FIN-B-8048, CON-NRC-03-82-113, CON-NRC-3-82-113 NUDOCS 8203250056 | |
| Download: ML20042B177 (23) | |
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12 PAYMENT WILL BE MADg gy CODE l U.S. Nuclear Regulatory Commission U.S. Nuclear Regulatory Commission ATTN:
Mr. Anton Sinisgalli, NRR Office of the Controller Washington, DC 20555 Washington, DC 20555 C 10 U S.C. 2304 (eX l THIS PROCUBl#1NT WAS O aavianseD. Q ~<Go'IAna. av'su "' ro-13 dl U.S C. 252 (en 10 14 ALCOUNUNG Al D AFFROPRIAflON DATA 31X0200.202 B&R Noe 20-19-10 2 FIN No. B8048 OBLIGATE:
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Letter Contract NRC-03-82-ll3 dated 19 January 1982, was issued in anticipation of the execu-tion of this definitive contract.
This contract definitizes and. supersedes said letter contract and any and all acts of performance under the letter contract, whether made by the. Government or the Contractor, shall be deemed to have been made, completed or performed under the appli-cable provisions of this contract.
FULL ( FUNDED COST PLUS FIXED FEE CONTRACT 2i.
TOTAL AMOWT OF CONTRACT s 68,041.00 CONTRACTING OFHCER iVILL COAtPLETE BLOCK 22 OR 26 AS APPL 1CABl.E 22.
CONTRACICR'S NEGOflAftD AGRitMINI (Cesfrdrier is regoired de sage 26.
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- 28. NAME Of CONF tACTING OFFICit (Type er prret)
- 29. Daft SIGNCD Bernard F. Cookson Patricia A. Smith 7-r#A Assoc Director / Wash Fiscal Ofc 2/18/82
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TABLE OF CONTENTS This contract consists of:
1.
Standard Form 26 2.
Table of Contents 3.
Schedule ARTICLE I STATEMENT OF WORK ARTICLE II PERIOD OF PERFORMANCE AND LEVEL OF EFFORT ARTICLE III CONSIDERATION AND PAYMENT ARTICLE IV OVERHEAD / GENERAL AND ADMINISTRATI'vE RATES ARTICLE V ALLOWABLE COST, FIXED FEE, AND PAYMENT ARTICLE VI TRAVEL REIMBURSEMENT s
ARTICLE VII KEY PERSONNEL ARTICLE VIII TECHNICAL DIRECTION ARTICLE IX PROJECT OFFICER ARTICLE X ORDER OF PRECEDENCE ARTICLE XI GENERAL PROVISIONS / ALTERATIONS Attachments:
General Provisions, " Cost Type Research and Development Contracts with Commercial Organizations" NRC Manual Chapter 3202, " Publication of Unclassified Regulatory and Technical Documents Prepared by NRC Contractors, including Reports Prepared Under or Pursuant to Interagency Agreements"
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Page 3 SCHEDULE _
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Article I - STATEMENT OF WORK 1
A.
BACKGROUND l
following the Three Mile Island Station, Unit No. 2 (TMI-2) accident on l
March 28, 1979, the U.S. Nuclear Regulatory Commission ordered that the Three Mile Island Nuclear Station, Unit No.1 (TMI-1) remain in a cold shutdown condition until further order of the Commission and that a hearing would be conducted prior to a restart decision.
An intervenor, People Against Nuclear Power (PANE) contended that severe psychological stress would be caused by renewed operation of TMI-1.
After considering the advisibility of the contention in the context of the TMI-1 restart hearing the Commission ordered on, December 5,1980, that psychological stress issues would not be heard in the TMI-1 restart proceedings.
This ruling was appealed by PANE and on January 7,1982, the United States Court of Appeals for the District of Columbia vacated the order of the Commission.
The Commission has yet to assess what options are available and what alternative course of action might be most appropriate.
The NRC staff in seeking to provide relevant information to the Commission and in l
anticipating the need to prepare an environmental impact statement (EIS) wishes to assess the extent to which existing knowledge on psychological stress, including research on THI, can facilitate consideration.of psychological stress which may result from restart of TMI-1.
B, OBJECTIVE The objective of this contract is to provide an assessment by experts within the field of psychological stress generally; authoritie: 9n the mental health impacts of the TMI-2 accident and its aftennath; and authorities in related areas such as public perception of risk from nuclear power.
The extent to which existing knowledge can be extrapolated to the question of psychological stress caused by the proposed restart of TMI-1 must be addressed.
The assessment of experts will be gained by means of a workshop and a report on the deliberations and findings of that workshop.
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Page 4 C.
WORK REQUJREMENTS The contractor shall provide the necessary personnel, facilities, and materials to conduct a workshop to discuss issues concerning psychological stress generally _ and psychological stress in the vicinity of TMI, as follows:
1.
The contractor shall arrange 'for the participation of approximately twelve (12) nationally recognized authorities in a two (2) day interactive workshop. Other interested parties (estimated at 23 people) shall be in attendance as observers only.
On or before January 13, 1982, tha contractor shall be provided a list of recognized experts from which to draw.
The contractor is to provide names of individuals who have been confirmed as participants in the workshop on or before January 15, 1982.
2.
A draft of the issues to the discussed shall be submitted to the contractor on or before January 14, 1982 for review, and comment.
The contractor shall assist in the definitization of the issues through oral discussion with the ilRC project officer prior to finalization of the draft.
The final list of issues shall be submitted to the contractor on or before January 18, 1982.
Within 2 days af ter finalizing the composi-tion of the workshop group and the issues to be discussed, the contractor shall establish and submit for review by the fiRC project officer an agenda and discussion procedures for the workshop.
The project officer shall review and provide comments to the contractor within 2 days after receipt of the.
-agenda.
3.
The contractor shall provide a moderator skilled in workshop leadership and technically conversant about the issues to be discussed.
4.
Within 5 days after the receipt of the definitized list of issues the contractor shall make all logistical preparation for the workshop and perform all administrative matter pertaining to the l
conduct of_the workshop.
All requirements for taping and
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transcribing of the workshop shall be the responsibility of l
the liRC.
Upon completion of the worksbep, the contractor shall be provided a transcript to aid in the preparation of the final report.
l 5.
Within eight (8) days after the transcript of the workshop is, received by the contractor, the contractor shall submit a draft report which summarizes the discussion and conclusions reached on each i
of the issues presented to the workshop. The contractor shall also submit for review the list of graphs which were utilized during the work-shop and are anticipated for use in the final workshop report.
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6.
A review of the draf t workshop will be made and comments provided by the Project Officer to the Contractor within two working days af ter receipt of the draft workshop report.
7.
The Contractor shall arrange for and obtain a review with written comments from each of the workshop participants within two (2) weeks of the availability of the revised draft workshop report.
The Contractor shall submit three (3) copies of the comments to the NRC within two days after receipt from the participants.
8.
Within two weeks of the receipt of the participants' comments, but not later than 31 thrch 1982, the Contractor shall prepare a final workshop report which summarizes the discussion and conclusions reached on each of the issues presented to the workshop, incorporates the comments from the Project Officer and the participants, and depicts the graphs as selected previously by the Project Officer.
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REPOR11NG REQUIREMENTS 1.
The Program Manager will be briefed by telephone no less than twice a week during the period on work completed, work yet to be donc, problems or delays encounted or anticipated and the plan for resolution of any problems.
2.
Upon completion of the agenda and discussion procedures for the workshop, the contractor shall provide a draft for review and comment by the project officer.
Comments made by the project officer are to be incorporated into ine final agenda and discussion procedure.
3.
Upon completion of the workshop, the contractor shall submit a draft workshop report as specified in Section C.S.
4.
The Contractor shall submit the written comments from the participants in accordance with Section C.7.
c 5.
The Contractor shall submit the final workshop report as specified in Section C.8.
All reports shall be in the format as specified in the f1RC Manual Appendix 3202 (which is attached hereto) with distribution as follows:
Project Officer (3 copies)
(1 copy unbound and camera ready)
Business Letter Report At the completion of this project, the contrar'or shall submit a summary of the work performed, delays or problems encoLntered, and funds expended by category.
Distribution of the letter report is to be as follows:
Project Officer (5 copies)
D.' Cleary (1 copy unbound and camera ready)
B. Grenier and M. Mattia (1 copy)
C. Poslusny and R. Vollmer (1 copy)
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Page 7 Milestone Schedule The following sets forth projected schedules for project milestones and deliverable products:
HRC will provide list of recognized exoerts to contractor January 14, 1982 Contractor shall submit i.ndividuals to comprise workshop January 19, 1982 Draf t list of issues to be provided to the coatractor January 20, 1982 NRC to provide final list of issues to Contractor January 22, 1982 Contractor submittal of draf t agenda January 27,19s?
PO review and comments on acenda to contractor January 29, 1937 Contractor complete logistical preparation for the workshop January 29, 1982 Contractor shall conduct 2-day workshop week of February 01,1937 NRC shall orovide transcript on or before February 12, l'982 Contractor shall submit draf t workshop report on or before February 22, 1982 NRC will provide comments to contractor on or before February 24, 1987 Contractor shall obtain participant comments and forward to NRC on or before March 08, 1982 Contractor shall prepare a final workshop report on or before March 31, 1982 c
E.
Travel Reimbursement of the participants for travel to the workshop shall be made in accordance with Article III, Allowable Cost, Fixed Fee and Payment.
F.
NRC Furnished Materials and Services NRC will furnish a transcript service for the work' hop.
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Page 8 ARTICLE II - PERIOD OF PERf0Rf4AllCE 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 10 weeks after said contract is effective.
ARTICLE III - C0!lSIDERAT10il AtlD PAYt4EilT A.
Estimated Cost Fixed Fee and Oblication 1.
It is estimated that the" total cost to the Government for full perform-ance of this contract will be S 68,041.00
, of which the sum of represents the estimated reimbursable costs, and of which represents the fixed fee.
2.
There shall be no adjustment in the amount of the contractor's fixed fee by reason of differences between any estimate of cost for performance of the work under this contract and the actual cost performance of that work.
3.
The amount presently obligated by the Government with respect to this contract is 5 68,041.00.
B.
Payment The Government shall render payment to the contractor in approximately thirty (30) days after submission of proper and correct invoices or vouchers.
Additional provisions relating to payment are contained in Clause 5:1-1 of the General Provisions hereto.
ARTICLE IV - OVERliEAL, GENERAL AND ADMIftlSTRATIVE RATES A.
Pending the establishment of final overhead rates which shall be negotiated based on audit of actual costs, the contractor shall be reim-bursed for allowable indirect costs hereunder at the provisional rate of j
percent of direct labor costs.
h Article V - ALLOWABLE COST, FIXED FEE AND PAYl1ENT h
Tne alltuable costs under this contract, fixed fee and paym2nt shall be nude in accordance with Clause 5.3 of the General Provisions entitled "Alla,eble Cost, Fixed Fee and Paymant" and as follcas:
A11cuable cost - The allcaable cost of performing the work under this contract shall be the costs and exp2nses that are actually chageable l
cither as direct incident or as allccable through appropriate distrihation H
or apportionmant, to the p2rformnce of the contract work in accordance with j
its tenns and are determined to be alla.oble in accon3ance with Appe_ dix A, m
annexed hareto.
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In determining the alicuability of the pntic* pants' costs, a ne:Torandtrn shall be issued with the invoice subnitted ' y the Contractor, which sets s
forth On principal ele: rents of costs barne by the gurticipants and reirhirs0 by On contractor. in accordance nth the General Provisions.
Such costs shall nonnally consider the participants' man-day rate for services, travel and per diem costs. ' Tne trerrorandum shall be in sufficient detail '.o reflect the nost significant consideratlons controlling the establisinent of the cost to be reisrhirsed to the participant by the Contractor, e.g.,
in the performance of travel the use of the lomst cost node ccum2nsurate with the requiraients and if necessary to use air travel, the use of air coach, tourist class or similar acccumodations to the extent consistent with the successful and econanical acccuplishtent of the workshops for which On travel is Ining perfonncxl.
Establisinent of the mTn-day rate for service between the participant and the contractor shall include a statetent that the min-day rate chart 3cd by the puticipant is a rate equal to or 1crer than the rate normally chanjcd to all custrners for like services.
B.
Iter.s Unallo.:able Unless otheaise Provided I;otwithstanding Clause 11o.5.3 -ALLOUABLE COST, FIXED-FEE AND PAYI1ENT of the General Provisions of this contract, unless otherwisi c
expressly ' provide'd elscubere in this contract or in any amendment thereto, the costs of the following items or activities shall be unallouabic as direct costs:
1.
Acquisition, by purchase or Icase, of any interest in real property; 2.
Special rearrangement or alteration of facilities; 3.
Purchase or Icase of any item of, general purpose of fice furniture or office equipment.
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Page 10 ARTICLE VI - TRAVEL REIMSURSEMENT 1.
Total expenditure for domestic travel shall not exceed $ 6,838.00 without the prior approval of the Contracting Officer.
The contractor will be reimbursed for reasonable domestic travel costs incurred directly and specifically in the performance of this contract and accepted by the Contracting Officer, in accordance with the' contractor's approved travel policy on file with the flRC.
2.
The cost of travel by privately owned automobile shall be reimbursed at the mileage rate prescribed by the contractor's established, generally applicable travel policy: provided, hcwever, that such reimbursement shall not exceed the cost 'of less than first-class travel by common carrier.
3.
The cost of travel by rented automobile shall be reimbursed on e reasonable actual expense' basis that does not exceed the rates prescribed by the contractor's established, generally applicable travel policy.
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All common carrier travel reimbursable hereunder shall be via economy class rates when available.
If not availa'ble, reimbursement vouchers will be annotated that economy class accommodations were not available.
First-class air travel is not authorized.
5.
Reasonable actual costs of lodging and subsistence, or per diem in lieu of actual costs,'shall' be allowable to the extent that such actual costs or per dism amounts do not exceed the amounts or per diem rates prescribed by the ' contractor's established, generally applicable travel policy.
6.
Receipts are required for common carrier transportation, lodging and miscellaneous items in excess of 515.00.
7.
Any revision to the contractor's established, generally applicable travel policy approved by the cognizant audit agency during the period of per-formance of this contract shall be effective, without formal modification to this contract, upon delivery to the Contracting Officer of a copy of si:ch revised policy together with evidence of cognizant audit agency approval thereof.
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Page 11 ARTICLE VII - KEY PERSONNEL Pursuant to this ARTICLE (Key Personnel), the following individuals are considered 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 satintory to the Contracting Officer.
Pamela Walker ARTICLE VIII TECHNICAL DIRECTION A.
Performance of the work under this contract shall be subject to the tech-nical direction of the NRC Project Officer named in ARTICLE of this contract.
The term " Technical Direction" is defined to include the following:
1.
Technical direction to the centractor which shifts work emphasis between areas of work or tasks, requires pursuit of certain lines of 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.
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 ficer 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 Provirions, entitled " Changes."
3.
In any way causes an increase 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.
- To be incorporated into any resultant contract.
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p C.
ALL TECHNICAL DIRECTIONS SHALL BE ISSUED IN WRITING BY THE PROJECT OFFICER 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.0fficer 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 c
from the contractor, the Contracting Officer shall issue an appropriate contract modification 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 may even 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 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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l ARTICLE IX - PROJECT.0FFICER m..u.
i Anton A. Sinisgalli" is hereby designated as the Contracting Officer's authorized i
representative (hereinafter called Project Officer) for technical aspects of this contract. The Project Officer is not authorized to approve or reouest any action which results in or could result in an increase in contract cost; or terminate, settle any claim or dispute arisino under the contract; or issue any unilateral directive whatever.
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 requested for reimbursement by contractors and submit recommendations for approval, disapproval, or suspension for supplies, services required under the contract.
The Contracting Officer is responsible for directing or negotiating any cnanges in terms, conditions, or amounts cited in the contract.
I For guidance from the Project Officer to the contractor to be valid, it must:
(1) be consistent with tne 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 parformance or contract delivery schedule; and, as stated above, (4) not constitute a basis for any increase in the c.catract cost.
ARTJCLE x -Order of Precedence in the event of an inconsistency bdtween the terms and conditions of the h
inconsistency shall be resolved by giving precedence in
. contract, t e the following order:
1.
The Schedule:
(Note: - Nothing contained in the Contractor's proposal, whether or not incorporated by reference, shall constitute a waiver of any terms or conditions provided in the Schedule.)
. 2.
The General Provisions Other terms and conditions of the contract, whether incorporated 3.
by reference or otherwise.
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Page 14 Articic XI
- GEllERAL PROVISIOf1S/ALTERATI0t15 The General Provisions of this contract shall consist of:
1.
General Provisions - Cost Type Research and Development Contracts with Commercial Organizations In addition, the following alterations are made to the General Provisions for " Cost Type Research and Development Contracts with Commercial Organizations,"
dated Ewember-M80: g2Nn:
Provisions Deleted:
1.21 Privacy Act flotification 1.22 Privacy Act C
Provisions Added:
3.12 Labor Surplus Area subcontracting Program (1-1.805-3(b))
(a) The Contractor agrees to establish and c'onduct 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 (i) maintain liaison with '
duly authorized representatives of the: Government on labor surplus area matters, q
(ii) supervise compliance with the Utilization of Concerns in Labor Surplus Areas clause, and (iii) administer the Contractor's " Labor surplus Area sub-l contracting Program;"
(2)
Provide adequate and timely cohsideration of the potentialities of labor surplus area concerns in all "make-or-buy" decisions; c>me-(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; i
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f (4) Maintain records showing the proced wes which have been adopted 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 Fonn 61).
Records maint'ained pursuant to this clause will be kept available for review by the Government until the expiration of 1 year af ter the award of this contract, or 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 l
opportunities.
(b)
(1) The term " labor surplus area" means a geographical area identified by the Department of Labor as an area of concentrated unemploynent or under-employment or an area of labor surplus.
(2) The tenn " concern located in a labor surplus area" ceans a labor surplus area concern.
(3) The tenn " 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, in any subcontract hereunder which may exceed 5500,000 ano 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 Contractic Officer of the names of such subcontractors.
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' m tion at L w n-Urenco La.iness Conccrns (Over $10,000)
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(u) "It is the policy' of the United States Government tijat Women-owned businessel shall have toe maximum practicabic opportunity to participate in the 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 511 wned 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" mean all women business owners.
3.14 Women-Owned Business Concerns Subcontracting Program (Over 5500',000 or 51,000,000 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 connection, the contractor shall:
(1)
Designate a liaison officer who will administer the Contractor's "Homen-Owned Business Concerns program."
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(2)
Provide adequate and timely consideration of tne potentialities of c
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 making information on forthco. ming opportunities available, by arranging solicitations, time for the preparation of bids, quantities, speci-fications, and delivery schedules so as to facilitate the participation of women-owned business concerns.
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(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 woinen-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 l
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.
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U (7) '3ubmit periodic
- ports of subcontracting to on.e..+,.ne d bus in,ess concerns with respect to the records referred to in subparagraph (4) above, in such form and manner and at such time (not more of ten
- than quarterly) as the Contracting Officer may prescribe (b) The Contractor further. agrees.to insert, in any subcontract hereunder -
. which may exceed 5500,000 or $1,000,000 in the case of contracts for the constructis of any.public facility and wliich offers substantial subt antracting ppssibilities, provisions whi.ch shall confonn substantially to the language of this clause, includs this p.wragraph (b), and to notify the Contracting' Officer of the n mes of such subcontractors.
(c) The contractor further agrees to require written certification by its subcontractors that they are bona fide womeri-owned and controlled business concerns in accordance with the definition of a women-owned business concern as set forth in the Utilization Clause 1(b) ab'ove at the time of submission of bids or proposalso 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 Cor. tractor furnished cost or pricing data which was,not accurate, complete and current as certified in the Contractor's Certificate of Current Cost cr Pricing Data; c
(b) A subcontractor, pursuant to the clause of this contract ' entitled
" Subcontractor Cost or Pricino Data" or " Subcontractor Cost or Pricina Data--Frice Adjustments" or any subcontract clause therein required, furnished co'st or pricinc
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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: -
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 la the contract price due to defective subcontract data of a prosoective subcon-tractor when the subcontract was not subsequently awarded to such subcontractor, will be limited to the amount (olus apolicable overhead and profit markup) by which the actual subcentract, 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 defectiv'e cost or pricing data.
(tiote:
Since' the contract is subject to reduction under this clause, by reason of defective cost or pricing data submitted in connec tion 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 sdbject to such indemnification will generally require substantially similar indt nnification for defective cost or pricing data required to be submitted by his low tier subcontractors.)
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(1-3.E14-1(b))
ef ective Cost or Pricing Da'ta - Price Adjustments t
(a)
This clause shall.become operative 6nly with respect to any modification of this contract which involves aggregate increases and/or decreases in costs applicable profits.in excess of $100,0D0 unless the mdification is priced on the basis.of
- adequate price competition, est'ablished catalog or mrket prices of comercial items sold in substantial quantities to the general public, or crices set by law or regulation; to defects in data relating to such n odification.The right to price reduction unde (b)
If any.pr, ice, including profit, or fee, neootiated 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, complete and current as certified in the Contractor's Certificate of Current Cost or Pricing Data; (2) A subcontractor, pursuant to the clause of this contract entitled
Subcontractor Cost or Pricing Data" or " Subcontractor Cost or Pricino Data--Price Adjustments" or any subcontract clause therein required, furnished cost or pricinc data which was not accurate, complete and current as certified in the subcontractor'9 Certificate 'of Current Cost or Pricino Data; (3)- A subcontra'ctor or prospective subcontractor furnished cost or c
pricing data which was reouired 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, comolete and current as of the date certified in the Con-tractor's Certificate of Current Cost or Pricing Data; or (4) The Contractor or a subcontractor or prospective subcontractor furnished any data, not within (1), (2) or (3) above, which was not accurate, as submitted; the price shall be reduced accordingly and the contract shall be mdified 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 subcontractor, will be limited to the amount (plus applicable overhead and profit markup) by which the actual subcontract, or actual cost to the Contractor if there was no subcontract, was less than the prospective subcontract cost estimate submitted by the Contractor.
Provided the actual subcontract price was not.affected by defective cost or pricing data.
by reason o(Note:since the contract is subject to reduction under this clause f 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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.,5.10 Subcontractor Cost a; PricingData(b3814-3(a(
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.s (a) The Contractor shall require subcontractors hereunder to. submit, actually or by specific identification in writing, cost or pricing data under the following circumstances:
(1) Prior to the award of any subcontract the amount of which is expected to exceed $100,000 when entered into; (2) Prior to the pricing of any subcontract modification which. involves aggregate increases and/or decreases in costs plus applicable orofits expected to exceed 5100,000; except where the price is based on adequate price competition, establishqd catalog or market prices of comnercial 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 fom as that used in the certificate by the Prime Contractor to the hvernment, 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 ::r modification.
(c) The Contractor shall insert the substance of this clause includina this paragraph (c) in each subcontract hereunder which exceeds 5100,000 when entered inn except where the price thereof is based on adequate' price' competition, esublished 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 profitis 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 pricino data under the following circumstances:
(1) Prior to award of any subcontract, the amount of which is expected to-exceed 5100,000 when entered into; (2) Prior to the pricing of any subcontract modification which involves aggregate increases and/or decreases in costs plus applicable profits expected to exceed 5100,000; except where the price is based on adequate price competition, established catalog or market prices of comnercial items sold in substantial quantities to the general public, or prices set by law or regulation.
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I Data (1-3.8M-3(u)) Lont'o th lly (ontract C,st ano cricing tors to certify, in substantia o
the Prirte Contractor to thecost and pricing form as that used in the certificate byThe Contracto gt, that to the best of their knowledge and be t as of the dateor j.,
(b) above is accurate, complete, and curreni tract change
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d 311ted un er cent on the negot a e ding
$ WF t nce of this clause incluhich exceeds 7 t.]Qs tion.
The Contractor shall insert the subs aeach subco sfE*.M.
)ragraph (d) in.
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Contract (1-3.1204-2(a))
into.
j2 Cost Acc6unting Standards -Nondefense Services has prescribed rules orules, and
+y this contract from standards, rting St Uniess the Administ.rator oi General tr lations exempting the Contractor or (a) tions promulgated by the Cost Accoun practices established ordards Boa with this contract, shall:
11 a i
Follow consistently the cost account ng
- ennection If l tions of the Cost Accounting Stan d ds clause.
d i istration of Cost Accounting Stan arde.for purp (1) glosed as required by regu a r change in disclosed practices is madisclosure requirements
.inistered under the A m n ds which the Contractor is acontract subject to those tract.
a consistent manner to this con mance of any contract or d
Comply with all cost accounting stan ar (4 CFR 331) and f
ith by reason of concurrent per or The
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t Accounting Standards clause Cost Accounting Standards clause.
(2) equired to comply wabcontract subject to the Cos shall be ldministered under the Administration ofshall comp Such compliance hecomes applicable to such a contract or. subcontr
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bntractor also Contractor fequired prospectively from the date of appCompliance sha x-7 formance of work under this contract.
vided in the Changes subcontract.
change y:
Agree to an equitable adjustment (as pro
) if the contract cost is affected by a b
is required to make to his esta -
covered by a Dis-(3)
- lause of this contract, if any such practices are khich, pursuant to.(2) above, the Contractor
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h lished cost accounting practices whet er ficer to determine the tems
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counting practice slosure Statement or not.
Negotiate with the Contracting Of (a)(3) to either a disclosed cost acother than a chang (4) conditions under which a change practice,A change to a practice That no agreement i
or an established cost account ng d
t actor, Provided, however, id by the Uriite de.
above or (a)(6) below, may be maeither the Government may be made under this prov s o States.
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5.11 ' Cost Aucunting Standard --liondef ense Cont.ract (1-3.1204-2(a)) Cont'd.
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2 (5) Agree to an adjustment 'o'f the contract price or cost $1[owance, as appropriate, if it or a subcontractor fails to comply with the applicable i
c Cost' Accounting Standards: or to follow any practice disclosed or estab11sted pursuant to subparagraph (a)(1) or (a)(2) above and such failure results in any increased costs paid by the United States.
Such adjustinent shall provide for recovery,of the increased costs to the United States together with interest
. thereon computed at the rate determined by the Secretary of the Trea'.ury pur-suant to Pub. L. 92-41 (50 U.S.C. App.1215(b)(2)), or 7 percent per annum, whicheve'r is less, from time the payment by the United States was made to the time the adjustment is effected.
(6) tiegotiate an equitab.le adjustmnt (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 cost accounting practice.
(b) The Contractor shall permit any authorized representatives of the head of the agency, of the Cost Accounting Standards Board, or of the Comptroller General of the United States to examine and make copics of any documents, papers, or records relating to compliance with the requiremnts 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) shall include the substance of this clausa. including this paragraph (c) in all necotiated 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 -fion ~
5 1-3.1204-2(b) of the FPR in. negotiated defense Contract clause set forth in The Contractor subcontracts under this contract with all other subcontractors.
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 standards to subcontracts.
(d) The terms 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 finn fixed-price subcontract made by a contractor or subcontractor after receiving offers from at least two firms not associated with each other or such contractor or subcontractor, providing (1) the solicitation to all comoeting firms is identical, (2) price is the only consideration in selecting the subcontractor from among the competing firms 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 Accounting Standards Board, pursuant to the Administration of Cost Accounting
. Standards clause.
For the purposes of the Admiriistration 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-.
Fiondefense Contract clause and reference to the Disclosure and Consistency of Cost Accounting Practices clause shall be deemed to include the Consistency of
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Cost Accounting Practices--!!ondefense Contract clause.
Pepe 72 Administintion of Cob Accounting Standards (1-3..J04-1(b))
5.'12 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 Accouni.'.ng Practices clause:
(1) For any change in cost accounting practices required to comply with a new cost accounting standard in accor. dance 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 chance to cost accounting practices proposed in accord-ance with paragraphs (a)(4)lB), (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 Accountin c
Standard or to follow a disclosed practice as contemplated liy paragraph (a (5) 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 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 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 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.
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 infomation to the Contract Administration Office Cognizant of the subcontractor's facility.
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Page 23 3 *
- Administration of Cor. Accounting Standards (1-3.'R04.1(b)) Cont'd.
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(1) Subcontractor's name and subcontract number..
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(2) Dollar amount and date of award.
(3)
Hame of Contractor making the award.
(4) A statement as to whether the subcontractor has made or proposes t'o 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 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 clausc. require the subcontractor to comply with all Standards in effect on the date
- final agreement on price as shown on the subcontractor's signed Certificate of C:, ent 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 adjustir.ent established under the ' subcontract.
c Such notice shall be given within 30 days after receipt of the proposed sub-contract adjustment, and shall include a proposal for adjustrent to such higher tier subcontract or prime contract as appropriate.
(h) k' hen 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 identify the purchaser.
5.13 Cost Accounting Standard Withdrawal Cost Accounting Standard 414--Cost of money as an elenent of th'c c'ost of facilities capital--shall not be reimbursed as an allowable cost under this contract..
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