ML20126K482

Contract: Seismicity of Pacific Northwest (Northern Or), Awarded to Univ of Wa

ML20126K482
Person / Time
Issue date:	04/23/1981
From:	Morton K, Ryan J NRC OFFICE OF ADMINISTRATION (ADM), WASHINGTON, UNIV. OF, SEATTLE, WA
To:
Shared Package
ML20126K479	List: ML20126K477 ML20126K482
References
CON-FIN-B-6614, CON-NRC-04-81-177, CON-NRC-4-81-177 NUDOCS 8105150264
Download: ML20126K482 (81)

Text

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RES-81-177 E.k'o' " ~ ' "" ' " ' '

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(if other than bisk S; Ih NATION .

cr in esar U. S. 'luclear Regulatory Commission 0 5  ;

Division of Contracts Washington, DC 20555 raciun cooc j v. D sCount eca ric-ar rar-tnt i

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ii. sme roenn roe Cooel l U. 5. Nuclear Regu'latory Commission U. S. iluclear Regulatory Cownission

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ATTH: Andrew Murphy Office of the Controller Office of iluclear Regulatory Research Washingtor, DC 20555 Washington, DC 20555 10 U S C. 23C4 telt 1

13. TMS etOCUntu!Nf wAS O ovia'iseo. G Neocr'Ario. ruasuA~r ros @ 4I U.S C. 252 M 10 m CCouNriNo No Am2,o'" " ^ Estimated Amount:

Fin Ho. 86614 $358,614.00* See Below BOR No. 60-19-02-10 If. t 8. 19. 20.

t 6. UNIT PflC3 AMOUNT g 3, QUANilTY UNIT attu No. 5UrPLit$ /5tav C15 i

AWARD OF A COST RElf18URSEMENT C0HTRACT AS THE '

RESULT OF A COMPETITIVE PROCUREMENT (RFP '

RS-RES-81-177) FOR A RESEARCH STUDY El1 TITLED, i'

" SEISMICITY OF THE PACIFIC fiORTHWEST (NORTHERN OREG0il) . "

i PERIOD OF PERFORMANCE: 36110HTHS FROM EFFECTIVE g DATE OF CONTRACT t

• IHCREl1 ENTAL FUHDING 0F $160,000.00 PROVIDED BY

- THIS ACTIOil. REMAINING $198,614.00 TO BE PROVIDED SUBJECT TO AVAILABILITY OF FY-82, AND 83 FUNDS.

2'- ESTIMATED CEILING TSTAL ^uouNr or couraAct s 358.614.00 CONTRACTING OFFICER irlLL r:0.MPLETE BLOCK 22 OR 26 AS APPLICABLE tova eMer I 1s. Q AwanD (Centraner is not required se sig e this duurnent.)

23. & CONTnACToa's NEGottnito AosttatNT (Cenursaer is req. ired on segu- an...<a, 1 . erie, ,e i,,..., es ., e .o e., s.,.. ....e. N.. b.,

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.1:e President for. Dusiness eri Pd m er 5'

Q'y'*"g gg s Kellogg V. Morton h h}

..s. c: . ca .e r r a iht ".o or r iCri im - en- e s.

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ARTICLE-II - PERIO_0___0F PERFORI'ANCE, is revised to read: .

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, estimated to occur within 36 months after said contract is effective.

ARTICLE III - CONSIDERATION AND PAYMENT, Paragraph A, is revised to rc-ad:  ;

A. Estimated Cost and Obli_gation '

1. It is estimated that the total cost5353,614.00.

to the Government for full This amount performance of this contract will beshall be a ceiling amount the prior written approval of the Contracting Officer.

l

2. Total funds currently available for payment and allotted to this contract are $160,000.00.

ARTIFLE IV - OVERHEAD / GENERAL AND ADMINISTRATIVE RATES _, Paragraphs A are revised to read:  !

A. Pending the establishment of final overhead rates which shall be negotiated. based on audit of actual costs, the contractor shall be reimbursed for allowable indirect costs hereunder at the fixed rate of percent of Total Direct Cost per agreement dated effective through B. DELETED Under ARTICLE VI - EEY PERSONNEL, the following names are added:-

e Stephan D. Italone Stewart W. Smith Under ARTICLE VII - TECHNICAL DIRECTION AND AUTHORIZED REPRE insert the following name: ,

Andrew tiurphy l

Under ARTICLE VIII - TRAVEL REIMBURSEMENT, the solicitation Article is deleted- '

and replaced by the following: ,

" ARTICLE IX - TRAV_EL REIM3URSEMENT_

The contractor will be reimbursed for the following reasonable domestic travel incurred directly and specifically in the performaace of this ,

contract and accepted by the Contracting Officer:

4

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'Tage 3 of : l V .

t l  !

i i

1. ' Per diem shall- be reimbursed at a daily rate not to exceed .l

$ 50.00 The per diem amount is. comprised of lodging expense l- l plus $23.00 for meals and miscellaneous expense.  !

2. When travel _ is to one of the high-rate geographical areas listed }

below, actual subsistence costs shall be reimbursed at a daily j

rate not to exceed the rates indicated:

Washington, D.C. $50.00

3. The cost of travel by privately owned automobile shall be reimbursed at the rate of 22.5c per mile.

4. The cost of travel by rented. automobile shall be reimbursed on a  !

reasonable actual expense basis.

5. All common carrier travel reimbursable If not hereunder shall be via available, reimburse-  !

economy class' rates when available. 1 ment vouchers will be annotated that economy class accommodations

-l were not available. First-class air travel is not authorized.

I

6. Receipts are required for comon carrier transportation, Todging, l

and miscellaneous items in excess of $15.00. )

7. If foreign travel _ is required in the performance of this contract, l General Provision Clause 3.5, " Preference for U. S. Flag Air-l Carriers," app 1ies. -

8. All foreign travel must be approved in advance by the Commission I on NRC Form 445.  :

Additional guidance is furnished by FPR 1-1.323.3.

i/ )

Under ARTICLE XI- GENERAL PROVISIONS / ALTERATIONS, the General Provisions, entitled,

" Cost Type Research and Development Contracts with Commercial Organizations" dated .

l 2/6/80 is hereby deleted and replaced by the General Provisions, entitled, " Cost j Type Research and Development Contracts with Educational Institutions" dated j 2/15/78. 1 The following clause is added to the above General Provisions:

June 20,1975)!

FPR Temp " Utilization of Small Business Concqrns Reg lio. 50 and Small Business Concerns Owned and  ;

Controlled by Socially and Economically ,

Disadvantaged Individuals" l l

The following clauses are deleted in their entirety from the above General. Provisions: l I

(

~ Article No. 55 Publication and Publicity Article No. 56 Dissemination of Contract Information ,

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?, UNITED STATES -i

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NUCLEAR AEGULATORY COMMISSION

.u mucron. a. c. 20sss l

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,"- V ,i June 6,1980  ;

1 t

Gentlemen:  !

Subject:

Request for Proposal No. RS- RES-80-196 -

Entitled: Seismicity of the Pacific Northwest (Northern Oregon) I i

The U. S. Nuclear Regulatory Comission (NRC) is soliciting proposals for the  :

project entitled above. The full , scope of work anticioated is as set forth in that part of the Request for Proposal entitled, "CCNTRACT SCHEDULE - STATC'ENT OF WORK."

l It is our intention by this solicitation to secure the best qualified organi:a-  ;

tion available to perfom this project, cost and other factors considered. l If you desire to respond, your proposal should address the proposal content requirements set forth ia the body of the solicitation. All proposals will be  ;

evaluated against the evaluation criteria shown in Part II. For your convenience, an "RFP Sumary" has been provided as Enclosure A. Instructions for completing and submitting your proposal are provided in Enclosure B. ,

Should you determine that you do not wish to submit an offer, a "NO-OFFER RESPONSE  !

F0mi" is provided as Enclosure C. .

The solicitation package is included as Enclosure D. .

If you have any questions concerning the requirements of this solicitation, please contact Mrs. Sharon Wollett at (301) 427-436S (collect calls will not be accepted).

Sincerely, ,

I JM .

Kellogg V. Mrton, Chief

( L i

Research Contracts Branch '

Oivision of Contracts Office of Adadnistration  ;

i Enclosures- i A. RFP Sumary Proposal Submission Instructions l

B.  ;

C. NO-OFFER RESPONSE FORM O. Solicitation Package (Standard l Form 33 with Attachments)  !

l

\

~

RFP

SUMMARY

The following summary provides a general description of this recuirement. )

Further detailed information is furnisned in the applicable sections of the i RFP.

{

i

'RFP NO.: RS- RES-80-196 RFP TITLE: Seismicity of the Pacific Northwest (Northern Oregon)

BRIEF STATEMENT OF WORK: #

A study to monitor the seismicity of the Pacific Northwest to provide  !

background seismological information necessary to evaluate the potential l seismic hazard to nuclear power plants.  ;

l l

RFP RESTRICTIONS:

f C Unrestricted

- Q Mandatory Small ' Business and Small Disadvantaged' Susiness Subcontracting O Set-Aside f

~

/7 Total Small Business - Labor Surplus Area Set-Aside  !

77 Total Small Business Set-Aside  !

{/ Partial Small Business Set-Aside i

ISSUE DATE: June 6,1980 CLOSING DATE/ TIME: July 8,1980 - 3:00 PM f ESTIMATED LEVEL OF EF,0RT: 10 Man-Years - 6 Man-years in initial 3 years k and 2 Man-years per year in each option year. r PERIOD OF PERFORMANCE:3 years, with options for two additional years  !

1 PROPOSAL ACCEPTATICE PERIOD: 90 days l ANTICIPATED AWARD DATE: September 30, 1980 ,

TYPE OF CONTRACT ANTICIPATED: Cost Plus Fixed Fee f SEC'JRITY REQUIREMENTS: NONE -

PRE-PROPOSAL CONFERENCE: NONE I l

i TELEGRAPHIC RESP 0flSES ARE NOT AUTHORI~ED. 2 4

l ENCLOSURE A-l 3

l

~. .)

)

1 I

1 I

PROPOSAL SUBMISSICil INSTRUCTIONS - i The following instructions are proviced as a summary guide to assist the offeror '

in tne submission of a proposal but they do not supersece those instructions  ;

contained in the solicitation package. Tne instructions contained tnroughout i the " solicitation package" (Enclosure O to the cover letter) shall govern in all i instances where a contradiction exists.  ;

i DOCUMENTS REQUIRED IN PROPOSAL i

-- One (1) original signed copy of the solicitation package, i.e. , Standard l Form 33 with attachments. >

-- One (1) original and six (6) copies each of the Technical and Cost Proposals.

CFF ROR " FILL-INS"  ;

-- Offeror must complete Block ?!os. 16,17,18,19, and 20 of the SF-33 along  ;

with completion of all representations and certifications contained on pages i 2 through 13 of the solicitation package. l.

-- Part 17, " Proposal Summary and Data Sheet" is to be completed by offeror.  :

i

-- It is requested that the " Optional Form 60" provided in Part IV be used in r submission of the Cost Proposal.  !

O s NOTE: The offer must set forth full, accurate, and complete information as required by this solicitation (including attachments). The penalty for making false statements is prescribed in 18 U.S.C.1001.  ;

r TRANSMITTING OFFER 0R'S PROPOSAL  !'

-- All offers should be addressed as indicated in Black 7 of the Standard Form 33. l

-- The envelope used in submitting your proposal must be plainly marked with the i solicitation number, the time, and date set forth in the solicitation document  !

(Block 9 of the Standard Form 33) and the following notation: " Mail Room -  !

Do Not Ocen." {

-- Hand-carried solicitations - Hand-carried offers should be addressed as indi-cated in Block 7 of the Standard Form 33 and delivered to: )

i U. S. Nuclear Regulatory Comission l Division of Contracts  !

Research Contracts Branch i Room 304 7916 Eastern Avenue t Silver Spring, MD 20910 j 00 NOT HAND DELIVER "'~

TO SUILDING SECURITY GUARDS. PHONE X-74365 AT l

~

IIIE GUA F 6ESK.  !

Telegrapnic proposals are not authorized, and if submitted, such proposals shall  !

be rejected.  ;

l ENCLOSURE 3 '

l e ,

<. . g

• l MO-0FFER RESPCNSE FORM i i

RFP NO.: RS-RES-80-196 j TITLE: Seismicity of the Pacific Northwest (Northern Oregon) -

i 31 ease review the enclosed RFP. If you do not desire.to submit a crocosal, i c:molete the section below, fold this sheet as indicated on the reverse,  !

staple, affix costage, and mail back to the NRC. ,

l i

1 i

f Gentlemen: )

i Please be advised that we do not desire to submit a proposal for the above RFP. i We / / desire / / do not desire to be retained on the NRC Contractor Bidders Mailing List, t

/- 7 We desire to be placed on the NRC Contractor Bidders Mailing List. t i

Name of Organization: ,

Authori:ed Signature:

\

Typed Name and

Title:

l Date:

i

}

i I

i ENCLOSURE C l I

I

. i l

TABLE OF CONTENTS I I

RFP NO. RS- RES-80-196  !

PART I - GENERAL INSTRUCTIONS Pace Stancard Form 33 " Solicitation. Offer, and Awarc"; I j

" Representations, Certifications, and Acknowledgments" Changes and/or Additions to SF 33 and " Representations, 4 Certifications, and Acknowledgments" Form .

PART II - SOLICITATION INSTRUCTIONS AND CONDITIONS Standard Form 32A, " Solicitation Instructions and 9 Concitions" i Changes and/or Additions to SF-33A 11 >

-- Proposal Presentation and Format

-- Business / Technical Procosal Instructions

-- Evaluation of Proposals PART II! - CCNTRACT SCHEDULE Article I - Statement of Work 25 Article II - Period of Performance

• 29 Article III - Consideration and Payment 29 Article IV - Overhead / General and Administrative Rates 29 Article V - Private Use and Protection of Unclassified Government Information 30 Article VI Key Personnel '

30 <

Article VII - Tecnnical Direction and Authorized Representative 30 Article VIII - Travel Reimbursement 31 Article IX - Incentive Subcontracting Program for Small Business 32  ;

and Small Disadvantaged Business 33 Article X - Option to Extend the Term of the Contract 34 Article XI - General Provisions / Alterations PART IV - ATTACHMENTS  :

NRC Contractor Organizational Conflicts of Interest Attachment 1  ;

(41 CFR Part 20) l NRC Organi:ation Chart Attachment 2 l Optional Form 60 Attachment 3 l l

Proposal Summary and Data Sheet Attachment a

• General Provisions Attachment 5

'NRC Manual Chapter 3202 Attachment 6

• Please note that in order to reduce printing costs, only one copy of this document is ,

included with this solicitation. Please retain it for your fil's since any contract awar::ed as a result of tnis solicitation will also contain this document by reference.

ENCLOSURE 3 ;

i i

PART I A czmuo,an rmeem useni one sea i 4 oran one naa i . .c.c j o,

. SOUCITATION, OFFER AND AWARD ,, , 3 34

._.. ,_ _ .. . _ ,., o a ca....au.o . meov. , _a. _, , . .

RS-RES-80-196 0 4= ==== e'= O'a=maric e==i June 5,1980 RES-80-196 dtd 4-15-80 & 5/7/C0

, .no.o e, caos l . .oonass om.1o , , s ,.

U. 5. Nuclear Regulatory Comission Division of Contracts Wasnington, D.C. 20555

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e, . si .e e., e a.se SOUCITAT1ON

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CAunON - LA Tr o#FfA3; $se mere. / mea d ov $ssicirsoms t.-- a : ssW Canderew. (Telegraphic responses are not An oefm are suoiset to me tonow.ng authorized) t, The Soticatation lastructions seus Conertions. SF 23.A. '38 M U a f*V I970 3. The Sdiemuss inesunse hereen arid /or attacnea hereto.

edesion anish is attacnes or encoroorasse herma av reference. 4. Suce other growiesons. ruereneiratens, certifications. and specifications

2. The Generes Proweesoas. SP 32, saiton,naienis as are attaches or incoroorsted heren ti

• re'erence.

attaCDela or incorporate hereen try refererece. /ArtaWhnpers are IsomW afe eWegess.)

,ren euromAnou c.au m 4 r.no ne.n= c.,ser c ens, Mrs. Sharon Wollett (301) 427 4365 sc><aouta 40 irau =o l n supeLies,sanwacts

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,stue6A-naciremA dna ,somiasE naciremA .sneicni naciremA etneerf naciremA i

,snosrep naciremA gmkaeps.hsinapS .seorgeN era sremmom puorg ytiromm ,noitrmfeo sini fo esoprup eht ro F s ebmem puorg  ;

ytnenim yb cenwo si nginw fo kcots eht fo tnecrep 15 tsael ta ,senemsub denwo ylcilbuD f o esac m,ro srebmem puorg ytiro'mm yD denwo si  :

neinw fo tnecrep 05 tsael ta ,ssemsub" a sa cemfed si esirpretne ssemsub ytironim A .esirpretne ssemsuD ytiromm a , ton si I .si C eH ESIRPRETNE SSENISUB YTIRONIM ,2 i u

.ociR otr?uP ro snoissessop si ,etatS cetinU eht ta

- j nrecnoc ssemsuc nams a yb decudorp ro dererutcafunam ec , ton lliw C ,lliw C recnueren censimuf eb ot senopus lU tani stneserper osla eh  ;

,cereffo senopus eht fo rerutcafunam eht ton si dna mecnoc ssemsub llams a si rofeffo fi nrecnoc ssemsub llams a , ton s' C ,si C em I

/. ALJ FS no 41 tao eeS( SSENISUB LLAMS 1 l

.tani 'effo sih fo trap sa stneserirer ro etto eni {

).skco/c ro sesoo recacitoua //s etespmoc ro kcenCI SNOIT ATNESE RPER i STNEMGDELWONKCA DNA SNOIT ACIFITREC .SNOITA TNESERPER j s

43 fo 2 egaP {

691-08-SER-SR PFR . _ .

I  :

i 4

RFP RS-RES-60-196 Page 3 of 34 2 CLEAN AIR AND WATER 'Acolicante J the ord or offer exceras S 00.000 or rne contracting officer nas cetermined rnat orcers anoer at: .noetinate cuantity contract <n any rear well encoed S?00.000, or a facility to ce asea nas corn the sucrect of a conwerson

, snare the C esn Air Act t,12 U.S.C 13$1c4(c)/1H or the Federal Nater Poriution Control Act 123 u 5 C 1319tcl1 ana a ustra oy shs y

r s nr 2tnerwise exemot.!

Se cidoer or offeror certifies as follows:

iae Any facility to be utilized in tne performance of tnis crocosed contract C nas, C nas not, seen listeo on :ne inveronreentM P :tecton Agency List of Violating f achties.  ;

.b We mil promotty notify tne contracting officer, onor to awara,of the receipt of any communication from the Cirector Office of 1

' Feoerst Activities, Environmental Protection Agency, indicatmg mat any faclity wnicn he proposes to use for the cerformance of me f

entract is uncer consideration to be hsted on tne EPA list of Violatmg Facilities. I

- (c) He weil include suDstantially this certification, including this paragraon Ic), in every nonexempt succontract, I i

1 CZRTIFICAT1CN OF INDEPENDENT PRICE OETERMINATION ISee oar.18 on SF 23 4)  ;

las 3v momission of tnis offer, tne offeror certifies, and in :ne case of a iomt offer, esen wty thereto certifies as to its own organi:ation, tnat ,n connection witn tnis procurement: l

11) The onces m mis offer nave been anived at 1ndepenoenttv, witnout consultation, communication or agreement 'or tne  ?

m.t:cse af restrt:;tmg compet tion,is to any matter relating to suen prices with any omer offerer or with any ccmcetitt r. j

12) Uniess otnerwe$e reouired oy 'aw, me prices amica nave seen ouoted in this offer nave not seen <nown tutv oiscosed av :ne i

Meror ano niia not knowingiv ce oiscosec by tne offeror prior to openmg m the case of an advertised crocurement or s tor to award .n tne I

ase nt a negotiated crocurement, directly or ndraectly to any other offeror or to any comoetstor; and -

i3) No attemot nas oeen made or mill ne maos av the offeror to .ncuce any other person or firm to suomit o. not to suomit an  !

st'er for tnat surpos's of restricting competition, j

.bi Eacn person signmg tnes offer certifies tnatt {

ill He ,s the person in ene otte<or's organization responticle witnm tnat organization for the cecision as to the prices :eing  ;

three merem and that ne has not carticipated, and will not participate, m any action contrary to faH1) tnrougn f m3), aoove. or l

'21 of He is not tne corson m tne offeror's organization responsione witnm that organization for tne cecision as to me crices

ei'aq offereo merem out that ne nas seen autnorized m writmq to act as. agent for tne persons responsible for such decis,on m :ertifying tnat 3 suc,a :ersons r' ave not participated and ws;l not partic:cate, in any action contrary to (aH1) tnrougn (aH3) above, and as meir agent does }

• ereov so ctrtity; and (ii) he nas not Darticioated, and will not particoate, m any action contrary to faH1) tnrougn uH3) aoove. {

I a CERT;FTCAT1CN CF NCNSEGREGATED FACitJT1ES l.,3colocacio to til contracts. (2) suocontracts. and i3) agreements worn i acco, cants eno are enemselves performing fecerally usisted constru: tron contracts. exceedmg $10.000 wnicn are not exemot trom me l arovis,ons at crie Eaual Cocortuntry clauseJ l Sv *ne suomission of tnis Dad, the bidder, offeror, acoticant, or succontractor certifies tnat ne does not mamtam or provide for mis i emo,ovees any segregated fachties at any of nas estantisnmer'ts, and mat ne does not permit nis employees to perform tneir services at any l

'ocation ander mis control, *nere segregated faclities are mamtamed. Ne certifies furtner tnat ne will not mamtam or arovide for nis emaiov. (

ees any segregated facilities at any of his establisnments. and mat ne will not permit ms emo6cyees to perform t,er services at any 1ccation, t uncter nas contros, wnere segregated faelities are maintained. The eidder, offeror, applicant, or suocontractor agrees tnat a creacn of this car.  ;

tification s a violation of tne Ecual Cooortunity clause m this contract. As used in tnis certificanon, tne term " segregated facisities" means i arw .vait.ng rooms, ,vork areas, rest 'coms and wasn rooms, restaurants and otner eatmq areas, time c:ocas, loczer rooms and otner storage or l oressmg areas, marking lots, drintung fountains, recreation or entertamment areas, transoortation, and housing fac lities previoed for i emotovees wnien are segregated by exciicit direenve or we in fact segregated on the casas of raceccolor, rehgion or national or:gm, because i of Sacit, 'ocal custom, or otherwise. He 'urther agrees that (except wnere he nas ootamed identical certifications from crocosed l suocontractors for specific time genoos) ne will ootam identical certifications from proposed suocontractors prior to me award of  !

succontracts exceeding $10,000 wmen are not exemot from me crovisions of me Ecusa Coconunity clause: mat ne will retain suen  ;

certihcations m ms files: and met ne will 'orwerd me followinns notice to sucn proposed suocontractors (excect anere me prooosed l succontractors nave suomitted identical certifications for spectic tm e persocsh l Notice to orospecttve sudsontreetors of rogueroment for cartrfleetsons of nonsegregated facilities.

A Certification of Nonsegregated Fachties must ne suomitted orior to tne award of a suocontract exceedmg $10.000 wnien :s not l exemot from the provisions of the Ecual Coportunity cause. The artification may be suomitted estner for eacn suocontract or for all j suocontracts ourmq a genod Re., Luarterly, semiennually, or annually). NO T(; The perialty /or marmg /aise a//ars is urescreced m 13 j

!,11C 1001.

Continued on Page 4 l 1

aueNouenf ano j cars l aassmcusar sc l ;4 a l

! ACXNOWLICGMENT OF AMENOMENTS i l l *he oWater econcumsages recoset of amene- l 1

[

mems to 'ne ha=an for orters ane reiesse l l

socumene nummerne ans osses as fonouac 4C ri. atter: must tot torth tvil, accurate anc comosete mtormation as recurred oy trus Sotocatation onctuamy attacnments) We penar ts l ur marme 'asse statements m offersis prescnoodin 18 U.S.C 100L {

sianova erm asn a ge a 4v ;"

- ,.- .-- -l

i l

RFP RS-RES-80-196 Page 4 of 34 ,

t PART I Representations, Certifications, and Acknowledgments - Continued SF-33 (Page 3)

5. WOMAN-ORNED BUSINESS Concern is C is not 6 a woman-owned basiness. The b owned, a joint stock association,, or a business trust /_usiness_is

~~ / yes f_/ no.publicly The business is ((7 certified f[T not certified.

A woman-owned business is a business which is, at least, 51 percent owned, controlled, and operated by a woman or women. Controlled is oefined as exercising the power to nake policy decisions. Operated is defined as actively involved in the day-to-day management. ,

For the purposes of this definition, businesses which are publicly owned, joint stock associations, and business trusts are exempted. Exempted businesses may voluntarily represent that they are, or are not, woman- l owned if this information is available.

6. PERCENT OF FOREIGN CONTENT The offeror / contractor will repr'esent (as an estimate), immediately after. '

the award of a contract, the percent of the foreign content of the item or service being procured expressed as a percent of the contract award price (accuracy within plus or minus 5 percent is acceptable). '

7.

NON-DISCRIMINATION BECAUSE OF AGE CERTIFICATION (1-12.1001)

The offeror hereby certifies as follows:

l

/ 7 (a) In the performance of Federal contracts, he and his subcontractors

~-

shall not in connection with the employment, advancement, or discharge of employees or in connection with the terms, conditions, ,

or privileges of their employment, discriminate against persons '

because of their age except upon the basis of a bona fide occupa-tional retirement plan, or statutory requirerent, and i

/~7 (b) That contractors and subcontractors, or persons acting on their

~~

behalf, shall not specify, in solicitations or advertisements for employees to work on Government contracts, a maximum ege limit for such employment unless the specified maximum age limit is based on a bona fide occupational qualifir.ation, retirement plan, or stet'Jtory requirement.

8.

CERTIFICATION OF RECOVERED MATERIALS (1-1.25D4(b))

The offeror / contractor certifies that recovered materials will be used as required by specifications referenced in the solicitation / contract.

i f 4 2

4 - , - - g - , . , , - - - . .

I

- 3 RFP RS-RES-80-196 l Page 5 of 34 I l

l

9. CONTRACTOR ORGANIZATIONAL CONFLICTS OF INTEREST I I represent to the best of my knowledge and belief that: ,

The award to of a corAract or the -

modification of al existing contract coes L_j or cces nct /_/ involve situations or relationships of the type set forth in 41 CFR paragrapn 20-1. 5403(b )(1 ) . ,

If the representation as completed indicates that situations or relation- '

ships of the type set forth in 41 CFR 20-1.5403(b)(1) are involved or the Contracting Officer otherwise detem,ines that ootential organi:ational conflicts exist, the offeror snall provide a stttement in writing wnien describes in a concise manner all relevant facters bearing on his represen-tation to the Contracting Officer. If the Contracting Officer determines  ;

that organi:stional conflicts exist, One following actions may te taken:

(a) impose aaprooriate conditions wnicn avoid such conflicts, (b) discualify the offeror, or (c) determine that it is otherwise in the best interest of the United States to seek award of the contract uncer tne wiver provisions of t i 20-1.5411. ,

The refusal to pravice the representation required by 820-1.5404(b) or upon recuest of the Contracting Officer the facts required by s20-1.5404(c),

shall result in disqualification of the offeror for award. The nondisclo-sure or misrepresentation of ar.y relevant interest may also result in :ne disqualification of the offeror for awards; or if such nondisclosure or misrepresentation is discovered after award, tne resulting contract may be terminated. The offeror may also be disqualified from subsequent related NRC contracts and be subject to such cther remedial actions pro-vided by law or the resulting contract.

The offeror may, because of actual or potential organi:ational conflicts of interest, propose to exclude specific kindi or work from the statements of work contained in an RFP unless the RFP specifically prohibits such exclusion. Any such proposed exclusion by an offerce will be considered by the NP.C in the evaluation of proposals. If the NRC considers *.te pro- l posed excluded work to be an essential cr integral part of the rm' red '

work and its exclusion would work to the detriment of the e.ompetit.ive i posture of the otner offerers, the proposal must be rejected as unacceptacle.  ;

The offeror's failure to execute the representation required herein with I respect to invitation for bids will be considered tn be a minor informality, j and the offerce will be permitted to correct the omission.

Any contract resulting from a solicitation requirement shall include l general e.lauses (41 CFR 20-1.5404-1) prohibiting contmeters from i engaging in relaticnships which may give rise to an actual or accarene conflict of interest. Note: NRC Contractor Organizational Conflicts of Interest (41 CFR Part 20) is included in Part IV as Attacnment No. 1. ,

D

RFP RS-RES-80-196 Page 6 of 34

.10. COST ACCOUNTING STANDARDS (Applicable only to negotiated contracts exceeding

$100,000 except when: see Federal Procurement Regulation, Temporary Regula-tion 44 dated He--h 1978)

It has been determined by the Contracting Officer or his duly authoriced representative that this requirement is not in support of the national ,

defense pursuant to 4 CFR 331,20(b). )

A. COST ACCOUNTIfG STANDARDS ELIGi3ILITY COR MODIFIED CONTRACT COVERAGE If the offeror is eligible to use the modified provisions of 4 CFR 332, and elects to do so, he shall indicate by checking the box below.

Checking the box below shall mean that the resultant contract is subject ,

to the Disclosure and Consistency of Cast Accounting Practices clause in '

lieu of the Cost Accounting Standards clause. ,

~

/_7 The offeror hereby claims ar. exemption from the Cost Accounting Standards clause unoer the provisions of 4 CFR 331.30(b)(2), and certifies that he is eligible for use of the Disclosure and Consister.cy of Cost Accounting Practices clause because (i) during his cost accounting perioc immediately preceding the period in which this proposal was submitted, he received less than 510 million in awards of CAS covered national defense prime contracts and subcontracts, and (ii) the sum of such awards equaled less than 10 percent of his total ssles during that cost accounting period. The offeror further certifies that if his status changes prior to an award resulting from this procosal, he will advise the Contracting

, Officer irinediately.

CAUTION: Offerors may n't claim the above eligibility for modified contract coverage if this pa c; sal is expected to result in the award of a ccatract of 510 million or mer e or if, during their current cost acc sunting period, they have been awarded a sinole CAS-covered national deiense prime contract or subcontract of 510 million or more.

B. COST ACCOUNTING STANDARDS CERTIFICATION - NONDEFENSE APPLICABILITY Any negotiated contract in excess of $100,000 :esulting frort this solici-tation shall be subject to the requirements of *.he clauses entitled Cost Accounting Standards - Nondefense Contract (FPR B1-3.1204-2(a))

and Administration of Cost Accounting Standards (FPR ll-3.1204-1(b)) if it is awaroed te 3 contractor's business unit that is performing a national defense con

• act or subcontract which is subject to cost accounting standards pursuant to 4 CFR 331 at the time of award, except contracts wnich ere otherwise exempt (see FPR ll-3.1.93-2(a) and (c)(4)).

Otherwise, an award resulting from this soliedte ~ 0 nall be subject to i the requirements of the clauses entitled Consiss .ac) -/ Cost Accounti n Practices - Nondefense Contract (FPR ll-3.1204-2(b)) and Administration of Cost Accounting Standards (FPR tl-3.1204-1(b)) if the award is (i) i the first negotiated contract over 5500,000 ir. the event the award is a contractor's business unit that is not performing unoer any CAS-co ered i national defense or nondefense contract or subcontract, or (ii) a n. :oti-  ;

ated contract over $100,000 in the event the award is to a contrate r's '

business unit that is performing under any CAS-covered national celense or nondefense contract or subcontract, except contracts wnicn are other- ,

wise exempt (see FPR 51-3.1203-2(a) anc (c)(4)). This solicitation notice l is not applicable to small business concerns. )

l l

l

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RFP RS-RES-80-196  ;

Page 7 of 34  !

l Certificate of CAS Applicability

~

I 7he of feror nerecy certifies tnat:

A. 6 It is currently performing a negotiated national defense contract or subcontract tnat contains a Cost Accounting Standards clause (4 CFR 331), and it h currently required to accept tnat clause in any new negotiated national defense contracts it receives that are subject to cost accounting standards.

S. 6 It is currently perfoming a negotiated national defense or noncerense contract or subcontract tnat contains a cost accoun:ing stancards clause required by 4 CFR 331 or 332 or oy FPR Suopart 1-3.12, but it is not required to accept the 4 CFR 331 clause in new negotiated national deferse contracts'or subcontracu wnich it receives that are sub!

• to cost accounting stancarcs.

C. 6 It is not performing any CAS-covered national cefense or nondefense contract or subecntract. The offeror furtner certifies tnat it will immediately nctify the Contracting Officer in writing in the event that it is awarded any negotiated national defense or noncefense contract or subcontract containing any cost accounting standards clause subsequent to the date of this certificate but prior to the date of the award of J. contract resulting from this solicitation.

D. /7 It is an educational institution receiving contract awarcs subject to FPR Subpart 1-51.3 (FMC 73-8, CMB Circular A-21).

E. /7 It is a State or local government receiving contract awards Eoject to FPR Subpart 1-15.7 (FMC 74-4, OMB Circular A-37).

F. 6 It is a hospitcl.

NOTE: Certain firm fixed orice negotiated nondefense contracts awarded on tne basis of p.-ice competition may be determined by the Contracting Officer (at the time of award) to be exempt from cost ar. counting standards (FPR ll-3.120302(c)

(4)(iv)).

Adcitional Certification - CAS Applicable Offerers

• G. /7 The offeror, subject to cost accounting standards but not Ertifying uncer D, E, or F above, further certifies that practices uted in estimating costs in pricing this proposal are consistent with the practices discussed in tne Disclosure Statement (s) where they have been submitted pursuant to CASB regulations (4 CFR 351).

l

i

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RFP RS-RES-80-196 Page'8 of 34 Data Required - CAS Covered Offerors t The offeror certifying under A or B above but not under D, E, or ,

F above, is required to furnish the name, address (including agency or '

department' component); and telephone number of the cognizant Contracting Officer administering the offeror's CAS-covered contracts. If A above is checked, the offeror will also identify those currently effective cost accounting standards, if any, which upon award of the next negotiated national defense contract or subcontract, will become effective upon the -

offeror.

Name of C0:

Address:

Teleohone No.:

Standaras not yet applicacie:

i i

e 9

____-----.___ = __ ._ - ,. . . . . - . .. - . . . , , , .

l 3

PART II PFP RS-RES-20-196 i SOUCITATION INSTRUCTIONS AND CONDm0NS P ap 9 of M j

1. OEFINITIONS.

7. LATE BIDS MODIFICATIONS OF BIOS OR WITHDRAWAL OF BIOS.

As used he etn; ~ (a) Any bid received at the or6ce desicnated in the sotiestauon after ta) The eerm "solicatauon ' tneans Invitation for Bids r IF3 : wnere the exacs nme specined for receipt will not be considered unless is .: i the procurement is advert: sed, and Request for Proposal (RTP? where '

=

received before award is mace and either: '

the( brocurement :.s nerotsated.The tenn "orfer' means bid waere the procurement (1) It was sent bv registered or certified mail not later than the hfth calendarisday adver.

prior to the date spect6ed for the receipt os inds used, and proposal wnere the procurement is negotiated. f e g., a und suomstted :n response to a noiicitauon recuinns receipt os rr (c) For pt rposes of this solicitation and Block 2 of Stande- bids by the 20th of the month must have been maileo by the litn or  !

yl. the term " advertised" includes $ mall Business Restricted earlier i ; or , l tismg ants other types of restncted advertasmg. {2) It was sent by mail (or telegram ,fa authorned) and ,t is i determined by the Government that the late receipt was due soleiv to r

2. PREPARATION OF 0FFERS. maanandling by ths Government after receipt at the Government g (a) ()tferors are espected to examine the drawmes, specsfications, inscallation.

Scnedule. and all instructions. Failure to do so will be at orternt s (b) Anv modi 6catne or withdrawal of a bid is subject to the same [

rini. oridauons as in (a), an ve. A bid may also be withdrawn in person l sbl Farh neferor ihail furnian tne information required bv the by a bidder or hss authmzed representative, provided his identso .s i u.hritsum. The unfeme inall sutn the sohcitauon and print or type inade 'anown and he sigra a receipt for the bad, but only if the wuh.  ;

be narne un the $thedule and esch Conunusuon Sheet thereof on drawal is mace pnor o tae exact time set for receipt of bids. .

which he makes an entry. Frasures or einer chances must be instaased (c) The only acceptable endence to establish:

by the person ugning the offer. Ctfers signed by an agent are to be (L The date of mailing of a late bid, modi 6 canon, or withorawal I accompanied by avicence of has authority unless such evidence has sent either by registered or cert:6ed mail is the U.S. Postal Semce been previousiv turnssned to the issuing ot6ce. postmark on both the envelope or wrapper and on the ongmal receipt  ;

(c) Unis pnce for each urut offered snail be shown and such pnce from the U.S. Posta! Semce. If nesther postmark snows a leesbis date.  ;

shall nclude pack.tng anles otrierwise spec 16ed. A total shall be entered the bid, mod 6 cation, or withdrawal shal1 be deemed to have been ,

in the amount columa of the $cnedule for each item offereo. In esse maded late. (The term " postmark" means a pnnted. stamped. or oth-r-  ;

of discrepancy between a unit price and extended pnce, the unst pwe wise placed impression (esclusive of a postage meter machme impres. ,

will be presumed to be correct, subject, however, to correction ts the saan) that :s readi]v ident 6able without further action as having been  ;

same extent and in the same manner as any other mastake.

supplied and a&xed on the date of maaling by employees of the U.S. j (d) Otters for supp6es or services other than those spec 6ed wt9 not i' ostal Service. Therefore, otferurs should request the postal clerk to ,

be consacered unless authortaed bv the noticstauen, '

(e) Oferor must state a ciennite une for delivery of supplies or pace a hand r "~ buil% rye posanark" on both the receipt and the envelope or wrapper.)

for(Ip)erformance (2) The use of receipt at the Govertunent instaHauon is the Time, if stated of as services a numberunless of days,otherwsae will includespectned Saturdays,in the solicatanon.

ume-date stamp of such installauon on the bid wrapper or otner  ;

Sundays and haddava. documentary evidence of receipt rnamtasned by the installation. 1 (g) Coce boxes ase for Government use only. (d) Notwithstanding (a) and (b) of this provssion. a late modin. *

3. EXPLANATION TO OMUIOR$. Ans explanation desired by an canon of an otherwise successful bid which makes its terms more I orferer regarding the meanmg or taterpretacon of the solicitation, favoracle to the Government will be conaidered at any ume it is re. '

drawmgs spec 6cauona, etc., raust be requested in writing and with ceived and may be accepted.

susc> tnt uma allowed for a reply to reach orTerers befare the sub- Note: The term

• telegram" includes enaalerams. >

msnsion of their orfers. Oral esplanations or instnscuans swen before the award of the contract will not be binding. Any information given S. LATE PROPOSALS. heOOlF1 CATIONS OF . PROPOSALS. AND to a prospecuve orterer concermng a solicitauon will be furnwsed to WITHORAWALS OF PROPOSALS.

all prospective orIerors as an amendment of the solicstation, if such (a) Any proposal received at the odce designated in the solicita- [

informauon os ner uy to orTerors in suoenittag < Ters on the solicita. tion after the exact ume specned for receipt will not be consadered [

uon or if the lack of such infor=Maa would be prejudicaal to un. unless it is received before award is made. and: I informed orTerors. (1) It was sent by registered or cert 6ed maal not later than the

'" 8

4. ACKNOWLEDGENT OF AMENOMENT5 TO SOUCfTATIONS. a od s5na aa to a ictacon g recei 5 F.eceipt of an amendment to a soucitance by an oderar must be oders by the 20th of roonth must ha been maaled by the 15th or 6 acknowledged f al by signing and returning the amendment, (b) on earlier) ; \ .

page tatue of Seandard Form 33, or (c) by letter or teiegram. Such (2) It sen tr-il (or if authortsed) and it is acknowledgement must be aceived prier to the hour and dame qwrame deternmed by th .nent tha late receipt was due solely for recesps of oders, to &nas .

~

t r receipt at the Government .

5. SUMISSION OF QMS. (3) If e only proposep esved.

(b) Anv non a except a modi 6 cation resulung  !

(a) oders and =aAAcanons thereof shall be enclosed in sealed uest for "best and 6nal" oder,is sub-P) t envelopes and addressed to the oeca spec 6ed in the soliccanon. h f. - g oderer shall show the hour and date speedied in the solicatation for j th e (a)(1) and (a)(2) of this primnon  !

receipt, the soiicianon cumber, and the name and address of the (c) 1 g fross the Contrac*.ing Oscer's request r oderor on the face of the envelops. for "bes ad Anal" after th sad date soec6ed in (b) Telegraphic oders will not be censuiered unless authorsmed by the r/ t ws!I not canadered sved before award and I the lass receipt is due solely to - '"

the @~'a ; however, oders may be mad =a-s or withdrawn by recerps as the Governassat installa > ~ by the Government aft!

wnsten or telegrapetse nonce, prended such nouce is reassved namor to the hour and dare specsArd for reonspt. (However, see prw. 7 (d) The oni (e den establish t l (1) The' maili a proposal or modification sent and 8.) either by or is the U.S. Postal Service poet. '

(c) Samples of items, when respeared, must be ashanitted within the '

time spec 6ed, and unless otherwise spec 6ed by the Governament, as mark on envelope wra and on the cristnal receipt from no expense t6 the C m . t.11 not destmyed by tenang, saamples the U 5. Sen "ce. If a pa=rmare shows a legible date, the  ;

will be returned at oderdt request and *=p==== unless otherwsse penposal or aaa shall me deemed to have been maaled late. i spec 6ed by the solicitaties. JThe term "pa==a k" means a printed, tramped. or otherwise, placed

6. FAILURE TO SUBMIT OFFUt. If no oder is to be submitted, do h""" den 6e ac a[ha g bec lied not recarn the solicitacon uniens otherwise spec 6ed. A letter or poet

• aAmed on the date of piahg by employees d the U.S. PW 5em l card shall be sent to the issuing osce advt ang whether future touc* Therefore, oderers should request the tal clerk to e a hand aana= buFm "passmark" as I itanorts for the type of supplies or servsces covered by this solictation e the receipt the env%

are cesired. Failure of the recipient to orTer, er to noufy the issuiry or wrn,per.)

otfice inat future solicitsuons are desired, may result in removal,of (2) % une of receipt at the Government instaJlation is the '

the narne of such reapient from the maihng list for the type of supplaes ume-date stamp of such metallauou on th proposal wrapper or other or services covered by tat solicatan'n- documentary evidence of receipt matniaaned by the e- h ,

( ,h Pmere=4 w G1A. m m cm s-inasi i

[

)

f

RFP RS-RES-80-196 ,

Page 10 of 34 I (el Notwithstandmg (a), (b), and (c), of this provimon, a late 35-45), the Contract work Houn Standares Act (40 U.Sn 327-330 >,

' modiheatsor. of an otherwise successful proposal whsce tankes iu terms and tne Service Contract Act of 1965 141 U.S.C. 351-357) may be more favorable to the Government will be considered at any time it is obumed from the Department of L.%nr. Washinctor DC 20210. nr recesved and mas be accepted. from any regional ofEce of that atency, Tequests inr inforTnation should (f) Proposals may be withdrawn bv written or telegmphic actice include the solicitation number, the name and address of the issuing received at any tune pnor to award. Proposals may be withdrawn sn agency, and a desenption of the supplies or services person by an offernr or his au:.honsed npresentauve, provided hu sderitity is snade known and be angns a receipt for the propean) prior 13. SELLER'S INWOICEs. Invoices shat! be prepand and submitted to awed. in quadruplicate (one copv shall be marked *onginal") unless other.

Note : The serin *eelegram" includes mailgensas, wise specified. Invesces shall contaan the followmc infonnauon: Con.

Note: The a! ternate laae proposals, mods 6entsons of proposans and tract rne order nuenber (if any), item numbers, desenptaon of suppbes withfrawals of propaeals pnmeson prescribed by 41 CFR l-1.802-2(b) or services, semes, quantities, unit pnces, and extended totals. Ball of shall be n. sed in heu of primoson 8, !! specs 6ed by the contract. Ladmg number and weicht of shipment will be shown for erupmenu made ce Goverrunent bans of ladmg.

L WSCOUNTE.

(al Notwahstanding the fact that a blank is provided for a sen (10) 24, SMALL afUSINESS CONCERN. A sraall business concern for the

. day sharount. prornpi povment descounts o6ered for pavement within purpose of Governenent procurement is a concem, mcluding its asih-len then twenty 001 ralendar deve wih not be considered in evalu- stes, which ss indep ndently owned and operated. is not dotomant in

- atenz nifers for award. unless otherwier specahed in the solicitatson. the 6 eld of operation a which :: as subauttmg s6en on Govemment

. However. uttered descounts of less than 20 dars will be taken if pav- contracu, and can furtaer qualify unoer tne crateria concermag num- ,

ment as rnade within the daarount period, even though not -- 1d ber of employees, everage annual receipts. or other Cntena, as pre

• in the evalusuon of otfert. scribed by the Small Busmese Aamirustration. (See Coce of Federal (b r in connecuun with any discount oRered, une will be computed Regulauons, Title 13, Part 121, as amenced, which contaars desalied

. from date of deliverv of the supphes to camer when dehvery and industry de6ninans and related procedures.)

accrptance are at point of ongm, or froen.date of delivery at doen.

nat on or part of embarkanon when dehvery and acceptance are at 15. CONTINGENT PEE. If the eneror, by checkmg the appropnate either of those points, or from the date correct savoice or voucher is boa provided therefor, has represented that he has emploved or retamec recerved in the ofhee spactned by the Government, if the latter date a company or person (other than a full ume bona noe .emplovee work-u later than case of othvery. Paym:nt u deemed to be made for the ing soiely for the a6eror) to aplicit or secure thu contract, or that he purpose of earning the discount on the date of maihng of the Govem- has paid or agreed to pay any fee, commasion, percentage, or brokeage ment check. fee to any company or person contingent upon of resultant frorn the 10* AWARD OF

• award of this contract, he shall furnssh, in duphcate, a complete Stand-h l"'- = ard Form 119, Contracsor's Statement of Conungent or Other Fees. If

( tract ,/ '

I e6eror has prevacrasly furnished a compieted Standard Form !!9 to the o6er, g to _. - _ , . - se S Ft M.die i ofEce issuing thu scheitation. he may accompany hu o6er with a signed Govemment, pnce and other fac, tors canadered statement (a) indacating when such completed forte was previously (b) The Govemment reserves the nabt to reject any or all esers furnished, (b) identifying by number the previous oohestauon or con-r.nd to waive informahues and minor irregulariues in a6ers received tract, if any, in connection with which such form was submitted, and (c) The Government may accept nov nem or group of items of any (c) representing that the statement in such form is appbcable to this ener, unles the o6eror cualines his o6er by specine limitauens. UN. og,

• LESS OTHERWISE PROVIDED IN THE SCHEDULE, OFFERS MAY BE SUBMITTED FOR ANY QUANTITIES LESS THAN 16. PAREM CNN.,A pamnt compan for the purpose of h THOSE SPECIFIED; AND THF. GOVERNMENT RESERVES o er u a emmpany w ch eithe owns w contmis th acutm and We THE RIGHT TO MAKE AN AWARD ON ANY ITEM FOR A business pclicies of the oneror. To own another compaav incans the UANTITY LESS THAN THE QUANTITY OFTERED AT THE gNIT PRICES OFTERED UNLESS THE OFFEROR SPECIFIESP""*****P""Y"""'**I'******I"'YI" # #

L """

OTHERWISE IN HIS OFFER. of thquag nghts in that company. To control another urnpany, such (d) A wntien award (or Acc ce of 06er) mailed (or other, ownersh2p u not required; if another counpany is able to formulate, wise furnished) to the successful esor within the time for teceptance deterame, or veto basic tiusance pohey decasions of the oferor, such

. sp;ci6ed in the o6er snall be deemed to result in a bindmg contract ohr company a considered the parent company of the o6eror. Thu warhout i,arther acuon by either pam. control may be caerrised through the use of dominant minont3 voung i

- The foDowmg paragraphs (e) through (h) apply oeJy to _ a rights, use of prosy votms, centractual arrangements, or otnerwise. j sohentations: 1 (e) The Government may accept within the tune speci6ect therein, 17. EMPl. OYER'S, IDENTIFICATION NUMBEA ( Applicable oniv to any o6er (or part thereof, as provided in (c) above), whether or not advertised solicatauens.) The oHemt shat maert an the applicable space j thm are negountions subsequent to its receipt, unless the e6er as with, on the a6er form, if he has no punt company, his own Etaployer's '

drawn by wntten notice received by the Govermoent pnor to award. IdenviAas= Number (E..L No.) (Federal Social Secunty Number If subsequent negotianons are conducted, thev shall not constitute a used on Empiover's Quarterly Federal Tas Return, U.S. Treasury rejecuan or enunter o6er on the part of the Goverenwnt. Department Form M1), or,if he has a parent companv, the Employer's (f) The nght is reserved to accept other than the lowest n6er and Identi6cauon Nussber of his parent compan; to rejeet any or all o6ers.

(g) The C-a. a. may award a contract, based on initial o6ers

18. CERTIFICATION OF INDEPENDENT PRICE DETERMINATION.

received, without discusion of such oMers Accortiingly, each initial (a) This ceru6 cation on the oMer form is not apphcable to a foreign o6er should be submitted on the mest favorable ter ns from a pnee oHeror subautung an o6er for a contract wtuch re%:res performance and technacal standpoint which the oCeror can subaut to the Govern

• or dehvery outside the United States, so possessions, and Puerto Rico.

ment.

(h) Any 6nancial omia submitted with any o6er hereunder or anr (b) An e6er will not be considered for award where (a)(1), (a) f 3),

representation concernaast facihties or Snancing wil! not form a pan or (b) of the ceru6 cation has been deneted or mod 6ed. When (al3) of the ceru6cataan has been deleted or modi 6ed, the o6er wiU not be of any resulung contract; primded, however. that if the resulung con- considered for award unless the c6eror f urnishee with the o6er a signed tract contams a claise providsag for pnee reducuan for defocuve cost er pncing data, the contract pnce will be subject to reducuoc if osat staaetment wasch sets forth in detail the csrcuanstances of the danciosure and the head of the apenev, or his designee. oetermines that such de or pnc2ng data furnaabed bereunder is incomplete, maccurate, or not closun was not made for the purpose of restricting compeuuon.

current.

11. GOVERNMENT.PURNISMED PROPERTY. Ne matena!. labor, or 19. ORDER OF PRECEDENCE. In the event of w inconsistenev be.

fe.ciliues will be furnished by the Government unless otherwise pro, twe ~ s cif sohcitauon. time ipsonsist,.ey sh4 be resolved vined for in the sohcata'2on, g g d (b) th; ge

12. LABOR INFORMATION. General information regarding the re. other mens ci tne watract, wtietner incorporatec ov reference or quiremenu of the Walah.Heniey Pubhc Contracts Act (41 U1C, otherwise; and (e) the spec 46 cations.

oW s a99984Entet D.999,es off,e te?D.*sel.WMM $

. 1 0

. . - , . - - _ - . . . _ - - , - . . n..,., ..e m-,,w.w.n,- ,, ..

RFP RS-RES-80-196 Page 11 of 34 I

Pt.RT II .

l Chances and/or Additions to Stancard Form 33-A i

A. ' CHANGES TO STANDARD FORM 33'-A The following paragraph no. 8 supersedes that on page 1 of the SF-33A.

j

8. LATE PROPOSALS, MODIFICATIONS OF PROPOSALS, AND WITHDRAWALS OF  !

PROPOSALS (FPR 1 -3. 802-2(b )) l (a) Any proposal received at tne office designated in the solicitation  !

after the exact time specified for receipt will not be considered unless it  ;

is received

• before award is made, and:  ;

8 (1) It was sent by registered or certified mail not later than ,

the-fifth calendar day prior to the date specified for receipt of offers l (e.g. , an offer submitted in response to a solicitatien requiring receipt of  ;

offers by the 20th day of the month must have been mailed by the 15th or  ;

earlier);  ;

I (2) It was sent by mail .(or telegram if authorized) and it is l determined by the Government that the late receipt was due solely to mishanc-  :

ling by the Government after receipt at the Government installation;  !

(3) It is the only proposal received; or  !

. i

~

(4) It offers significant cost or technical advantages to the e Government, and it is received before a determination of the competitive  !

range has been made.  !

(b) Any modification of a proposal is subject to the same conditions t as in (a) of this provision. l 1

(c) The only accaptable evidence to establish:

(1) The date of mailing of a late proposal or modification sent  :

either by registered or certified mail is the U. S. Postal Service postmark j en both the envelope or wrapper and on the original receipt from the U. S. ,

Postal Service. If neither postmark shows a legible date, the proposal or i modification of proposal shall be deemed to have been mailed late. (The  !

tenn " postmark" means a printed, stamped, or otherwise placed impression  !

(exclusive of a postage meter machine impression) that is readily identifi- i able without further action as having been supplied and affixed on the date  !

of mailing by employees of the U. S. Postal Service. The re for= , of fe rro s  !

should request the postal clerk to place a hand cancellation bull's-eys  !

" postmark" on both the receipt and the enmloce or wrapper.)  !

(

(2) The time of receipt at the Government installation i.s the I time-date stamp of such installation on the proposal wrapper or other docu- i mentary evidence of receipt maintained by the installation. j

[ (d) Notwithstanding (a) and (b) of this provision, a late modification of an otherwise successful proposal which makes its terms more favurable to ,

the Government will be considered at any time it is received and may be i accepted.  ;

e I

l

i t

RFp RS-RES-80-196 Page 12 of 34 (e) Proposals may be withdrawn by written or telegraphic notice received

-at any time prior to award. - Proposals may be withdrawn in person by an offeror or his authori:ed representative, provided his identity is maoe known and he signs a receipt for the proposal prior to award. '

NOTE: The term " telegram" includes nailgrams.

Paragraph 10 (a) on page 2 of the SF-33A.is hereby deleted. Paragraph No. 1 19 on page 2 of the SF-33A is hereby deleted in its entirety.

B. ADDITIONS TO STANDARD FORM 33-A

1. LEVEL OF EFFORT The NRC's estimate of the total of scientific, technical, and clerical effort for this project is approximately 10* man-years. This information is advisory and is not to be considereo as the sole basis for the development of your staffing plans. You must detail how you intend to accomplish each objective covered herein.

• NOTE: This effort is separated into two segments. The initial effort will be performed over a three (3) year period with an estimate of six (6) man-years. ~ Options are included to extend the contract for two (2) additional years or a portion thereof. The estimate of effort for each option year is two (2) man-years of effort.

2. TYPE OF CONTRACT It is contemplated that a Cost Plus Fixed Fee Contract will be awarded; however, the Government reserves the right to negotiate and awarc wnatever type contract is determined to be most appropriate., In addi-tion to the special provisions of this request for proposal, any resultant contract shall include the general provisions applicable to the selectec offeror's organization and. type contract awarded. Any additional clauses required by Public Law, Executive Order, or procurement regulations in effect at the tine of execution of the proposed contract will be incluced.

3. PERIOD OF PERFORMANCE / SCHEDULE The Government estimates that the work hereunder including preparation and submission of the final report, shall be completed within 3 (yea rs ) .

SEE Taragraph 1 above regarding two additional option years.

4 ACCEPTANCE PERIOD Because of the tire required by tne Governmeht to evaluate proposals acepuately, offerors are requested to specify a proposal acceptance period of not less than 90 days.

5. ANTICIPATED AWARD DATE It is anticipated that an award under this solicitation shall be mace by September 30, 1930.

6. COST OF PROPOSAL PREPARATION This solicitation does not commit the Government to pay any cost for the preparation and submission of a proposal' or for necessary studies or cesigns for :ne preparation tnereof; or to procure or contract for the articles or services shown under Part III nerein.

c- , . 2 .-- * ~w m--e -

-vwwe-*~v --rer*eew

'

• RFP RS-RES-80-196 Page 13 of 34

7. INDIVIDUAL ($) AUTHORIZED TO NEGOTIATE' ,

b The prospective offeror will list the name(s) and teleonone number (s) of tne person (s) autnorized to conduct negotiations en tne " Proposal #

Summary-and Data Sheet"_(see Attachment No. 4) whicn is to be submitted wi:n eacn. proposal .

Offerers are cautioned that the person signing the proposal must have ,

the authority to comit the offeror. ,

3. PROPOSAL

SUMMARY

AND DATA SHEET (See Attachment No. 4)

A comoleted " Proposal Summary and Data Sheet" shall ce submittea witn each copy of the proposal.

9. RFP IDENTIFICATION ,

Mailing envelopes should be marked with the RFP number, the RFP closing date, and the notation: "D0 NOT OPEN IN MAIL ROOM." Also, include the RFP number in your cover letter and on each page of your proposal.

10. AWARD OF' CONTRACT The Government reserves the right, without qualification, to accept or reject any or all proposals, to negotiate with any and all offerors regardless of the terms of the original proposal, and to request addi-tional clarifying information either through written information or ,

through conference with the offerers. All offerors are notifiec that award may be made without discussion of proposals and, therefore, pro- >

posals should be submitted initially on the most favorable terms, 'from a cost and tachnical. standpoint.

11. AWARD NOTIFICATION All offerors will be notified of their sclection or nonselection as ,

soon as possible. Fonnal notification of nonselection will not be made 4 until a contract has been awarded.

It is also brought to your attention that the Contracting Officer is the only individual who can legally comit the Government (i.e, the i NRC) to expenditure of public funds in connection with this procure-ment. This means that unless provided in a contract document or  ;

specifically authorized by the Contracting Officer, NRC technical personnel cannot issue contract modifications, give informal contractual ]

)

comitments or otherwise bind, comit, or obligate the NRC contractually. .

Informal contractual comitments include such actions as:

a. encouraging a potential contractor to incur costs prior to ,

receiving a contract, l

b. requesting or requiring a contractor to make changes under a contract without formal contract modificationt,

c. encouraging a contractor to incur costs under a cost-reimbursable .)

contract in excess of those costs contractually allowable, and  !

l

- , _ _ . _ . _ _ _ . ~ _ _ _ _ _ _ _ . _ . _ _

i RFP RS-RES-80-196 i Page 14 of 34 l

l

d. committing the Government to a course of action with regard to a potential contract, contract change, claim, or dispute.

12. DISPOSITION OF PROPOSALS After award of contract, two (2) copies of each unsuccessful proposal will be retained by NRC's Division of Contracts and unless return of proposals is requested by the offeror upon submission of proposal, all otner copies will be destroyed. This notification should appear in any cover letter accompanying the proposal.

13. NOTICE OF PROPRIETARY INFORMATION

a. Notice of Proprietary Information - Offerors are advised that those portions of the Proposal which are consioered to be propri-etary shall be 50 identified. In the event the offeror fails to indicate on tne title page and each sheet of the proposal what portions of the proposal are proprietary, the NPC assumes no liability for disclosure or use of unmarked technical data and may use or cisclose such data for any purpose. The clause set forth in paragraphs b. and c. , below, should be utili:ed by the offeror in marking his proposal.

b. Use and Disclosure of Data - Freedom of Information Act Requests "This data shall not be disclosed outside the Government and shall not be duplicated, used, or disclosed in whole or in part for any purpose other than to evaluate the proposal; provided that if a contract is awarded to this offeror as a result of or in connection with the submission of this data, the Government shall have the right to duplicate, use or disclose the data to the extent provided in the contract. This restriction does not limit tne Government's rign to use information contained in the data if it is obtainable from another source without restriction.

The data subject to this restriction is contained in sheets

. Our failure to mark the proposal with a legeno or otnerwise identify and restrict the disclosure and use of data in the proposal shall be interpreted by the NRC as an acknowledgment that the contents of the Technical Proposal may be released, disseminated, or otherwise disclosed by the NPC pursuant to a Freedom of Information Act request."

c. Moreover, each sheet for whicn the offeror desires to restrict disclosure shall be marked with the following legend:

"Use or disclosure of proposal cata is subject to the restriction on the title page of this proposal. I claim that information contained herein is proprietary and shall not be disclosed by tne NRC in accordance with Exemotion 4 c ? the Freedom of Information Act."

~

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1

'., RFP RS-RES-80-196.

Page 15 of 34 Cost will be evaluated on reasonableness, validity, and reli-

-aoility.

The~" Cost Proposal" must include, but is not limited to, the following:

Material - A detailed listing of items including the quantity, basis of cost estimate, unit cost and sources of Cost.

Labor - The basis for the estimated hours broken down by category and task, and the source of labor rates.

Level of effort data shall be expressed in man-hours.

Indirect Cost - The source and basis of determination of all indirect costs.

Travel- - The breakdown of all travel by trips, segregating all transportation and per diem costs. Copy of the official Government approval of the offeror's travel policy, if granted, or in lieu thereof, a copy of the offerer's travel policy.

NOTE: In the absence of a Government approved contractor travel policy, the prevailing -Feceral '

Travel Regulation . rates and the clause entitled,

, " Travel Reimbursement" in Part III shall apply.

Other - The ' offeror's fiscal accounting period (Fiscal Year) and the name, address, and the teleonone number of the offeror's cognizant Government audit agency.

b. Management The management aspects shall include, but not be limited to, the '

following and any data pertinent tnereto:

(1) Project scheduling and contingency planning demonstrating a logical stogression and integration of the tasks to insure completion within the performance period and without program slippage. ,

(2) Management organizational structure delineating areas of respon-sibility and authority under the proposed effort. Describe the relationship of the project organization to corporate management and to subcontractors, if any. Discuss the functions and autnor-ities of the project manager.

(3) Procedures to periodically review in-house organizational func-  ;

tions, program reviews and cortrols and subrequent coordination l with the NRC. '

. . _ - . - ,-_ . . _ . _ . ~. . . . . . . _ _ , . _ . . = . . _ _ .

. A RFP RS-RES-80-196 Page 16 of 34 14 PROPOSAL PRESENTATION AND FORMAT

a. Proposals will be typewritten or reproduced on letter-size paper and will be legible in all required copies. Unnecessarily elab-orate brochures or other presentations beyond that sufficient to present a complete and effective proposal are not desired and may be construed as an indication of the offeror's lack of cost con-sciousness. Elaborate art works, expensive paper and binding, expensive visual and other presentation aids are neither necessary nor desired. Legibility, clarity, and completeness are important.

b. Proposals in response to this Request for Proposal shall be sub-mitted in the following tnree (3) separate and distinct parts:

(1) One (1) original signed copy of this solicitation package.

All applicable sections must be completed by the offeror.

(2) One (1) original and six (6) copies of the " Cost Proposal" shall be submitted in accordance with the guidelines set forth in the paragraph below encitled, " Business Manacement Reauire-ments."

(3) One (1) original and six (6) copies of the " Technical Proposal" shall be submitted in accordance with the guidelines set forth in the paragraph below entitled, Technical Procosal Content."

Each of the parts shall be separate and complete in itself so that evaluation of one may be accomplished independently of evaluation of the other. All documents submitted shall have a cover page with the identifying RFP title, the solicitation number, and name of the offeror.

NOTE: If your records are currently under audit cognizance of a Government audit agency, the address and telephone number of that office should be furnished on the " Proposal Sunnary and Data Sheet."

One (1) copy of the solicitation package, Technical Proposal, and Cost Proposal shall be submitted by the offeror to the cogni: ant audit agency concurrent with the submittal of the proposal to the NRC.

15. BUSINESS MANAGEMENT REOUIREMENTS

a. Cost Proposal The offeror should utilize the Optional Form 60, Contract Pricing Proposal (Research and Development), in submitting the Cost Proposal. Offerors may, however, submit the necessary information in a different format where the offeror's accounting system makes use of the form imoractical, or when required for a more effective and efficient presentation of cost information. In either instance, tne information furnished shall include pertinent details sufficient to show tne elements of cost upon which the total cost is predicated.

NOTE: PROPOSALS SHALL BE SUBMITTED FOR THE BASIC CONTRACT EFFORT (3 YEARS). SHOULD THE OPTION (S) TO EXTEND THE CONTRACT TERfi BE EXERCISED, THE COSTS SHALL BL NEGOTIATED PRIOR TO EXERCISE OF SAID OPTION (S).

r- r

-.ar' he RFP RS-RES-80-196 ,

Page 17 of 34 i (4) Management controls expected to be utili::ed to precluce a con-tract cost growth.

c. Manoower Availability Describe the source of personnel required for performance of each task and not presently employed by the offeror. If any of the personnel are under comitment, describe the terms of the commit- t ment (s). Note specifically the personnel the.t will be on board subject to a' contract award.

d. Consultants Exclain the need for consultant services. List proposed consultants i f known by name. For each list show (1) nature of services, (2) fee rate, and (3) total consultant fee and any other allowable '

related costs which may be involved, such as travel and per diem. l Such fees may not be paid to employees of the contractor or to employees of the U. S. Government.

e. Subcontractors '

If the offeror plans to subcontract any of the work to be perfor'ned, '

list proposed subcontractors if known by name. Provide a detailed breakdown of specific work to be subcontracted and the approximate '

cost involved. *

. f. Labor Surolus Area Program Recuirements I In keeping with the Federal Labor Surplus Area Program, the offeror  ;

is required to provide information on the general economic conditions i of the area in which subcontractors are located, exact location of sub-  ;

contractors (state, city, county), and the unemployment rate for the  !

area, if known.

g. Additional Facilities or Procerty In the event the offerer contemplates acquiring additional facilities it or property in the performance of this work, such facilities or prop- -

erty shall be separately identified.

h. Other Contractual Comitments  ;

The offeror shall list any comitments with other organizations,  !

Governmental or private, and indicate whether these comitments  !

will or will not interfere with the completion of work and services  :

contemplated under this proposal . j i

I f

)

I l,

I

I RFP RS-RES-80-196 Page 18 of 34 j i

16. TECHNICAL PROPOSAL CCNTENT The Technical Proposal shall not contain any reference to cost. Resource i information such as cata concerning labor hours, and categories, materials, subcontracts, travel, computer time, etc. , shall be included in the Tecn- j nical Proposal so that the offeror's understanding of the scope of work may l be evaluated.  ;

9 The offaror shall submit witn the Technical Proposal full and comolete

~

l information in the order set forth below to permit the Government to make '

a . thorough evaluation and a sound determination that the proposed approach will have a reasonable likelihood of meeting the requirements and objectives of this procurement in accordance with the evaluatica criteria set forth ,

in this Part II ender the paragraph entitled, " Evaluation of Proposals."  :

Statements which pt 2;hrase the scope of work witnout communicating the specific innovation proposed by the offeror or statements to the effect that the offeror's. understanding can or will comply with the scope of work may be ,

construed as an indication of the offeror's lack of understanding of the scope of work and objectives.  !

The Technical . Proposal shall set forth as a minimum the following:

a. Discussion of'the scope of work requirements to substantiate the offeror's understanding of the problem and his proposed method of  !

approach to meet the objective. 2

b. Include resumes for all professional personnel to be utilized in the performance of any resulting contract. Include educational backgrounc, specific pertinent work experience and a list of any pertinent puolica-tions authored by the individual.

c. Discuss support personnel and facilities available to assist the profes-  :

sional personnel.

d*

Indicate potential problem areas and the approach to be taken to resolve said areas.

e. Provide a detailed description of the schedule for work and identify significant milestones and completion dates for various subparts.

f, Identify the " Key Personnel," and for the person (s) so identified, specify l the percentage of time currently committed to other projects over the course of the proposed contract period of perfonnance.

g, Statements of any interpretations, requirements, or assumptions made by the offeror.

l

' a g

, .. ~ -. - - -

. . RFP RS-RES-80-1Yo Page 19 of 34 l

.I 1

h. Statement'and discussion of the technical approaches and a detailed l outline of the proposed. program for executing the requirements and i achieving the objectives. l

i. An informal single page g6cgraphical sketch of the proposed seismic network. i

j. Stateme1t of the extent to which the offeror's proposed approach can  !

be expected to meet and/or exceed the Scope of Work requirements.  !

i

k. Provide a schedule of dates for completion of the following tasks: l

1) design and selection of network components i

2) installation of first six stations ,

3) installation of second six stations  !

4)L installation of recording facility i

5) estimate for completion of network i

1. Statement of the offeror's general background, experience, and qualifi-cations, with special mention of directly related efforts.  :

m. For all " Key Personnel" proposed, show number of man-hours budgeted j for each individual. j i

THEREMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK j h

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RFP P,5-RES-80-196 Page 20 of 34

17. SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS SUBCONTRACTING PLAN (NEGOTIATED)

A. The offeror acknowledges that it is aware of the subcontracting plan require-ments in this provision, and, if it is the apparent successful offeror, agrees to negotiate a plan which includes:

1. Percentage goals (expressed in temt of percentage of total planned subcontracting dollars) for the utilization as subcontractors of small business concerns and small business concerns owned and controlled by socially and economically disadvantaged individuals; (For the purposes of the subcontracting plan, the contractor shall include all purchases which contribute to the performance of the contract, including a propor-tionate share of products, services, etc. whose costs are normally allo-cated as indirect or overhead costs.)

2. The name of an individual within the employ of the offeror wno will administer the subcontracting program of the offeror and a description of the duties of such incividual;

3. A description of the efforts the offeror will take to assure that small business concerns and small business concerns owned and controlled by socially and economically disadvantaged indivicuals will have an equitable opportunity to compete for subcontracts; 4

Assurances that the offeror will include the clause entitled "Utili:a-tion of Small Business Concerns and Small Business Concerns Owned and -

Controlled by Socially and Economically Disadvantaged Indivicuals" in all subcontracts ,which further subcontracting opportunities and to require all subcontractors (except small business concerns) who receive subcontracts in excess of 5500,000, or in the case of a contract for the construction of any public facility, 51,000,000, to adopt a plan similar to the plan agreed to by the offeror;

5. Assurances that the offeror will submit such periodic reports and cooperate in any studies or surveys as may be required by the contract-ing agency or the Small Business Aaministration in order to determine the extent of compliance by the offeror with the subcontracting plan;

6. A recitation of the types of records the offeror will maintain to cemon-strate procedures which have been adopted to comply with the reouirements and goals set forth in the plan, including the establishment of source lists of small business concerns and small business concerns owned and controlled by socially and economically disadvantaged individuals; and efforts to identify and award subcontracts to such small business concerns.

E. The offeror understands that:

1. No contract will be awarded unless and until an acceptable plan is negotiated with the Contracting Officer and that an acceptable plan will be incorporated into the contract, as a material part thereof.

2. An acceptable plan must, in the determination of the Contracting

' Officer, provide the maximum practicable opportunity for small business concerns and small business concerns owned and controlled by socially

RFP RS-RES-30-196 .i Page 21 of 34 'l

.t and economically disadvantaged persons to participate in the perform-ance of tne contract.

3. If a subcontracting plan acceotable to the Contracting Officer is not  :

negotiated within the time limits prescribed, the offeror snall be  !

ineligible for an award. The Contracting Officer shall notify the l contractor in writing of nis reasons for determining a subcontracting .

plan to be unacceptable. Such notice shall be given early enougn in  !

the negotiation process to allow the contractor to mocify the plan  !

witnin the time limits prescribed.  ;

i 4 Prior comoliance of the offeror wN ctNr such subcontracting plans  !

under previous contracts will be cansWred by the Contracting Officer  !

in determining the responsibility of the offeror for award of the con-  !

trac h

S. It is the offeror's responsibility to develop a satisfactory subcon-tracting plan with respect to both small business concerns and small .

business concerns owned and controlled by socially and economically l disadvantaged individuals and that each such aspect of the offeror's  :

plan will be judged independently of the other.

l C. Subcontracting plans are not required of small business concerns. I

(

0. The failure of any contractor or subcgntractor to comply in good faith with ,

(1) the clause entitled " Utilization of Small Business Concerns and Small  !

Business Concerns Owned and Controlled by Socially and Economically Disadvan-  ;

taged Individuals" or (2) an approved plan required by tnis Small Business ,

and Small Disadvantaged Business Succontracting plan (Negotiated) provision, will be a material breach of such contract or subcontrac* I E. Nothing contained in this provision supersedes the requirements of Defense f Manpower Policy 4A or any successor policy. '

F. If the prime contract is for a commercial product (defined below), the  !

required subcontracting plan may relate to the company's production of the  ;

item  !

sale) generally (both rather than fortothe solely theGovernment contract under item being procured and for the regular commercial Government l contract. In such cases, the contractor shall be required to submit one  ;

company-wide, annual plan to be reviewed for approval by the first agency ,

with wnich he enters into a prime contract (which requires a subcontracting  !

plan) during the fiscal year. The approved plan will remain in effect for  !

the entire fiscal year. .

L Coninercial products are defined as products in regular production sold in I substantial quantities to the general public and/or industry at established j market or catalog prices. '

)

G. In negotiating subcontracting plans, the Contracting Officer shall take into j account a prime contractor's stated inability to subcontract due to an  !

existing "make-or-buy" policy. A "make-or-buy" policy concerns the major l subsystems, assemr' es, and components which the contractor manufactures,  ;

develcos, or assembles in his own facilities, and those wnich it obtains  :

i elsewnere by contrac*  !

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RFP RS-RES-80-196 i Page 22 of 34 l NOTE:

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1. Business owners who certify to the prime contractor that they are members of named groups - Black Americans, Hispanic Americans, Native ]

Americans (the term " Native Americans" means American Indians, E'skimos,  !

Aleuts and native Hawaiians) - are to be considered socially and economi-cally disadvantaged.

2. The Office of Minority Small Business Capital Ownership Development in the Small Business Administration shall answer inquiries from prime contractors and others relative to the class of eligibles.

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RFP RS-KES Me Page 23 of 34 18 . E'/ALUATION OF FROPOSALS

a. Award will be made to the of feror cresenting the. best overall proposal wnich is tecnnically acceptacle and most advantageous to

' the Government, with consideration being given to the areas presented below in the Technical Evaluation Criteria and the proposed costs.

b. A cost analysis will be performed en each cost proposal. Cost is leis important enan the aggregate of the Technical Evaluation Criteria. However, to be selected for an award, the proposed cost

-must be realistic and reasonable.

c. Technical prooosals will be evaluated in accordance with the following weignted factors, listed in the order of their relative imoortance.

Weights (Based on 100 Points)

1) Problems and Technical Accroach (Total Points 60) a) Technical Approach / Methodology 40 Overall Approach The extent of soundness, objectivity, complete ness, feasibility, and clarity of the offeror's proposed technical approach / methodology, Individual Task Design" .

Soundness of the offeror's technical approach to the individual tasks and their integration, analyses and interpretation.

15 b) Understanding of the Problems Extent the proposal reflects the offeror's under-standing of the seismotectonic problem and the contract objective as set forth in the Statement of Work.

c) Project Scheduling 5 Offeror's identification of any difficulties and the rationale provided to support the soundness and adequacy of his proposed solution.

2) Firm Qualifications /Excerience (Total Points 40)

Key Personnel 20 a)

E;: tent of the experience, education, background, and prior accomplishments of the key personnel (including both key technical personnel and management personnel) in prior geoscientific efforts.

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I RFP RS-RES-80-196 l Page 24 of 34 I

b) Total Past- Field Experience 10 ,

l Extent of the offeror's experience in terms of  ;

years of involvement and the numbers and scope '

of seismological research projects completed. ,

i 10 c) Related Efforts-Extent the offeror's proposal has demonstrated past l experience in similar seismological projects in terms j of methodological and analytical techniques

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employed.

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' RFP RS-RES-80-196 Page 25 of 34 1

PART III '!

CONTRACT SCHEDULE I

ARTICLE I - STATEMENT OF WORK A. INTRODUCTION The Nuclear Regulatory Commission (NRC) has determined the need for a research program to study the seismicity of the Pacific fiorthwest (Oregon) ,

and its correlation with local tectonic features. The intent of this l program is to provide the NRC licensing office with background seismological information necessary to evaluate the potential seismic hazard to ten nuclear power plants (NPP's) currently operating or proposed at four  ;

sites within or adjacent to the proposed study area.

The NRC is initiating this research program because of its concern about the unusual character of the seismicity in the area. Of particular concern is the appearance that some of the seismological characteristics of- the area may be more like those of the eastern U.S. than those of the western U.S. (the eastern foothills of the Rocky Mountains constitute the dividing line). .The bases for this observation are the extreme paucity of definitive evidence for surface rupture associated with historic earthquakes, the low-to-moderate level of seismicity, and the difficulty in localizing recent microcarthquakes and historic earthquakes to specific geological structures within the area. These characteristics are more typical of the intraplate seismicity of the eastern U.S. than the interplate seismicity associated with California.

The NRC has an ongoing program to support short-period seismic networks in the eastern U.S. to provide tt'e licensing office with background seismological information on potential seismic hazards for NPP's. This research has been directed toward the objectives of determining if ths seismicity can be localized to specific geological structures and of assisting in drawing tectonic province boundaries if the seismicity cannot be localized. The research effort of this RFP is to collect and analyze seismological data which can be used to define tectonic yovinces, define active tectonic structures, and ascertain seismic hazards'in the region. l B. CONTRACT OBJECTIVE The objective of this contract is to design, install and operate a seismograph network in approximately the northern third of the state of Oregon. The network is to be designed by the contractor to provide NRC with seismological information in specific detail to address the problems of localizing the seismicity to particular geological structures and of establishing the tectonic province boundaries.

In addition to operating the seismograph network, the contractor shall l

provide a program for analysis of the recorded data and coordination of research effort with other network operations in the region and provide L

assistance in publication of quarterly earthquake bulletins.

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RFP RS-RES-80-196 i Page 26 of 34  !

C. SCOPE OF WORK  !

The contractor shall furnish all personnel, materials, equipment, facilities and services necessary to perform, and shall therewith perform the technical tasks listed below.

Phase I 1

Task A Design and insta'.1 a 12-to-15 station seismograph network i

, capable of recording and providing location data for earthquakes  ;

within the study area of the network down to mb:::1.5. The  :

design shall be fully compatible with the networks operated i for DOE /USGS by U. of Washington in Washington State. The  !

preliminary geographical layout (station locations specified l to within 8 km of final location) shall be submitted to the l liRC for approval within 60 days of the contract execution. .

The area to be instrumented for this program shall be the ,

northarn one-third of the state of Oregon. The network shall ,

have telephone or radio telemetry to a central recording i facility. The recording media at the central facility shall include visual monitors and either digital recording or analog- .

tape recording with analog-to-digital conversion available l off-line. l i

The contractor shall obtair any and all leases, licenses, and  ;

permits necessary to use and maintain seismograph stations and  !

to telemeter the data to the central recording facility.

Operate the network (a3 with a minimum of down time (less Task B 1.

than 5% of time) for the individual stations and the j r.entral recording facility, and (b) with fully-trained personnel qualified to operate the equipment.  ;

2. Determine the hypotentral location and magnitude (a local I scale tied to a regional scale and the Richter scale) of all earthquakes within the instrumented area cown to mb z l.5.  ;

3. Condur.t analyses of recorded data. The analyses will }

incluce but not necessarily be limited to the following:  :

a. location of earthquakes within tne study area including i depth and assignment of a magnitude-

b. delineation of seismically active areas based on new j and historic data; c, determination of fault motions and stress directions j throuch the calculation of focal mechanisms, single i event ard composite

d. study of tne propagation characteristics of seismic j waves in tne study area; an.  ;

e. Study of the regional velocity stru.Mure using both eartnquakes and explosions, such as quarry blasts, j

4. L'ith :ne concurrence of tne PO, relocate or establish new l stations as it becomes necessary.

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1 RFP RS-RES-80-196 i Page 27 of 34

5. Report any interesting or significant earthquakes within the st,0y area to the Project Officer by phone.

• D. REPORTS, C0CUMENTATICil AND OTHER DELIVERABLE ITEMS

1. Preliminary Earthquake Bulletin Preliminary Earthquake Bulletin shall be due at the end of each quarter of each calendar year and shall include phase data, hypocentral coordinates, magnitude, station and epicenter map. The bulletin shall be in the format of an informal letter report and one camera-ready copy and six copies shall be sent one month after the end of ,

each quarter to the technical program manager. '

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2. Sioni ficant Earthouake Incidents ,

Any interesting or significant earthquake within the study area t shall within 24 hours2.777778e-4 days <br />0.00667 hours <br />3.968254e-5 weeks <br />9.132e-6 months <br /> be reported initially by phone with an informal letter report to follow within I week addressed to the Branch l Chiefs, Site Safety Research Branch, RES, and Geosciences 3 ranch, NRR, and the NRC duty officer,1&E.

3. Quarterly Reoorts Quarterly letter progress reports, in 16 copies to the Project '

Officer and 1 copy to the Contracting Officer, shall be due 30 days after the end of each quarter of the contract year and shall contain r as a minimum: >

a. A technical report of progress, describing results and findings to-date, problems incurred and solutions proposed, and plans [

for the ensuing quarter.

b. A report of cost incurred to-date as follows:

- Direct Labor Costs  !

- Travel Expenses

- Overhead t

- Additional Costs  ;

- Forecast of Contract Completion t

4. Annual Report f An annual report summarizing the year's activities, results and findings shall be submitted within 30 days of the end of each contract year, in camera-ready copy. Note: The annual report will elir.inate the need for a quarterly progress report for the fourth .

quarter of each contract year.

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RFP RS-RES-80-196  ;

Page 28 of 34

5. Draft Final and Final Reoort A draf t version of the final report shall be submitted thirty (30) calendar' days prior to the contract expiration to the NRC for review and comment, with fifteen (15) copies to the Project Officer (PO). This report shall contain a comprehensive recapitulation of the entire contract effort and shall be documented, produced and disseminated in accordance with NRC Manual Chapter 3202, " Publication of Regulatory and Technical Documents Prepared by NRC Contractors," which is made a part of this contract by this reference. The final report shall include as a mimimum a summary of two to three pages written in clear, unambiguous language and fully substantiated in the body of the report. The summary shall be suitable for use as a press release. The contractor shall submit one (1) camera-ready copy of a final report to the P0. OneShould reproduced copy the Option shall be furnished to the Contracting Officer -(NOTE:

to Extend the Term of the Contract be exercised at the conclusion of the third and/or fourth year of the Contract, the Final Report shall be due at the end of the extended period.)

6. Meetinas /Briefinas Following submission of the quarterly and annual reports, the contractor shal1~ attend and participate in a one day briefing in Silver Spring, Maryland, for the purpose of reviewing progress to date, anticipated future work activities, and NRC comments. Such briefings shall involve the contractor's principal investigators, NRC technical staff assigned to this contract, and others to be designated at URC's discretion. Such briefings will be arranged at the convenience of NRC, but will occur within -about 30 days of HRC's receipt of the above reports. There shall be a maximum of two meetings per year required.

Phase II There is herein created in the Government an option Phase II. Pnase II shall consist of two single year options (for a total of two additional years) for continuation of the effort described in Phasa I, Task B above.

l The options will be exercised in accordance with Article X, Option to Extend the Term of the Contract. 1 The deliverables and meetings for Phase II shall be as required under Phase I.

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RFP RS-RES-80-19e Page 29 of 34 i

ARTICLE II.- PERICO 0F PERFORMANCE '

The performance of work described in ARTICLE I hereof shall commence as of tne effec;ive date of tnis contract ano shall continue to comoletion tnereof, esti-mated te occur witnin

• months after said contract is effective. ~

ARTICLE !!I - CONSIDERATION AND PAYMENT j 1

A. ' Estimated ' Cost, Fixed Fee and Obligatien_ l

1. It is estimated that the tota' cost to the Government for full perform-ance of this contract will be 5 *

, of wnich the sum of l 5 represents the estimated reimeursable costs, anc of wnich

• represents the fixed fee.

5

2. Total funds currently availacle.for payment and allotted to this con- ,

tract are 5 '

, of wnica 3

• represents One estima:ec reimbursable costs, and of whicn 5

• represents the fixed fee.  ;

3. It is estimated enat the amount currently allotted will cover performance of Phase 1 which is scheduled to be completed

• months from tne effective date of the contract.

3. Payment The Government shall render payment to the contractor in aporoximately thirty (30) days after submission of proper and correct invoices or voucners.

Additional trovisions relating to payment are contained in Clause 5.1-3 of the General Provisions hereto.

ARTICLE IV - OVERHEAD / GENERAL AND ADMINISTRATIVE RATES ,

A. Pending the establishment of final overhead rates wnich shall be negotiated based on audit of actual costs, the contractor shall be reimoursed for allowable indirect costs hereunder at the provisional rate of

• percent of * .

8. Pending the establishment of final general and administrative rates  !

which shall be negotiated based on audit of actual costs, the contractor l snall be reimbursed for allowable indirect costs hereunder at the provi-sional rate of

• oercent of

• C. Notwithstanding A. and B. of this Article, said provisional overhead and  :

G&A rates may be adjusted as appropriate during the term of the contract upon the acceptance of such revised rates by the Contracting Officer.

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RFP RS-RES-80-196 Page 30 of 34 ARTICLE V - PRIVATE USE AND PROTECTION OF UNCLASSIFIED GOVERNMENT INFORMATION A. Except as specifically authorized by this contract, or as otherwise approved by the Contracting Officer, records or other information, documents and ,

material furnished by the Commission to the contractor in the performance of this contract, or information developed by the contractor in the course of the work hereunder, shall be used only in connection with the work perfomed under this contract. The contractor shall, upon completion or termination of this contract, transmit to the Commission all records or other infomation, '

documents and material, and any copies thereof, furnished by the Commission to the contractor or developed by the contractor in the perfomance of this contract.

l B. The contractor shall be responsible for safeguarding from unauthori:ed cis-closure any infomation or other documents and material exempt from public l disclosure by the Commission's regulations and made available to the con-tractor in connection with the performance of work under this contract. The contractor agrees to confom to all regulations, requirements, and directions of the Commission with respect to such material. ^

C.

The contractor's duties under this clause shall not be construed to limit  !

or affect in any way the contractor's obligation to confom to all security regulations and requirements of the Commission pertaining to classified infomation and material.

ARTICLE VI - KEY PERSONNEL Pursuant to this ARTICLE (Key Personnel), the following individuals are considered to be essential to the successful perfomance of the work hereunder and shall not be replaced without the orior approval of the Contracting Officer. In such event, the contractor agrees to substitute persons possessing substantially ecuel aoilities and qualifications satisfactory to the Contracting Officer.

W ARTICLE VII - TECHNICAL DIRECTION AND AUTHORIZED REPRESENTATIVE '

is hereby designated as the Contracting Officer's Project Officer (PO) for technical aspects of this contract. The P0 is not authorizec to accrove or reauest any action which results in or coulc resuit in an increase in contract cost; or teminate, settle any claim or ciscute arisinc unoer tne contract, or issue any uniiaterai cirective wnatever.

The P0 is responsible for: (1) monitoring the contractor's technical progress, including the surveillance and assessment of perfomance, and recomending to the Contracting Officer changes in requirements; (2) interpreting scope of work; (U performing tecnnical evaluation as required; (4) perfoming technical inspections and acceptances required by this contract; and (5) assisting the contractor in tne resolution of technical problems enccuntered during performance. Within the purview of this authority, the PD is authorized to review all costs requested for reimburse-ment by contractors and submit recommendations for approval, disapproval, or suspen-sion for sucolies/ services required under tne contract. Tne Contracting Officer is  ;

responsible for directing or negotiating any changes in terms, conditions, or amounts '

cited in the contract. I l

• To be incorporated into any resultant contract.

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RFP RS-RES-80-196 J Page 31 of 34 J For guidance from the PO to the contractor to be valid, it must: (1) be consistent f with the cescription-of work set forth in this contract; (2) not' constitute new I assignment of work or change to the expressed terms, conditions, or soecifications  :

incorporated into this contract; (3) not constitute a basis for an extension to  ;

the period of performance or contract delivery schedule; and, as stated above,  !

(4) not constitute. a. basis for'any increase in the contract cost.  !

I ARTICLE VIII TRMEL REIMBURSEMENT  !

The contractor w'ill' be reimbursed. for the following reasonable domestic travel ,

costs incurred directly and specifically in the performance of tnis contract and ' accepted by the Contracting .0fficer: j

1. Per diem sh'all be reimbursed at a daily rate not to exceed 5 *  !

The per diem amount is comprised of lodging expense plus 5-

• for meals i

.and miscellaneous expense.

.2. The cost of travel by privately owned automobile shall be reimoursed at l

.the rate of

• per mile. {

3. The cost of travel by rented automobile snall be reimoursed on a reason-  !

able actual expense basis.  !

I 4 All ccmon carrier travel reimoursable hereunder shall be via economy class  :

rates when available. If not available, reimbursement vouchers will be  :

annotated that-oconomy class accomodations were not available. First-  !

class air travel is not authorized.  :

5. Receipts are required for comon carrier transportation, lodging, and  !

miscellaneous items in excess of S * ,

i S. If foreian travel is required in the performance of this contract, General i Provision Ciause 3.5, " Preference for U. 5. Flag Air Carriers," applies. ,

All foreign travel must be aporoved in advance by the Comission on NRC 6 Form 445. j i

Additional guidance is furnished by FPR l-1.323-3.  :

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RFP RS-RES-80-196  :

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i ARTICLE IX - INCENTIVE SUBCONTRACTING PROGRAM _FOR SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS A. The contractor has established, in its subcontracting plan, which is l incorporated herein by this . reference, the following goals for awards to

mall business concerns i

1. -* percent of the total planned subcontract amount of S - l to small business concerns, and  ;

2.

• percent of the total planned subcontract amount of $

• to small business concerns owned and controlled by socially and .

economically disadvantaged individuals.  !

B. To the extent that the contractor exceeds such subcontract goals in the ,

performance of tnis contract, it will receive

• percent (not to  ;

exceed 10 percent) of the dollar amount of such excesses, unless the Contracting Officer cetern,ines that such excess was not due to efforts by the contractor, i .e. , subc00 tractor cost overruns or where the actual  ;

subcontract amount exceeds the estimated in 'the subcontract plan; or l planned subcontracts which were not disclosed in the subcontract plan during contract negotiation.  !

C. If the contract is a cost plus fixed fee type, the total of the fixec fee ,

and the incentive payments made pursuant to this clause is subject to the limitations set forth in FPR 1-3.405-5(c)(2).  ;

D. Determinations by the Contracting Officer under this paragraph may not be I appealed under the provisions of the Dispute

• clause.  !

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a

. ARTICLE X - OPTION TO EXTEND THE TERM OF THE CONTRACT ,

i A. At the cption of the Governmant, this contract may be extended for a total 4 of two (2) additional years, or a portion thereof, by the Contracting Officer  ;

giving written notice of extension to the. Contractor prior to the expiration i date of this contract. If the Governnent exercises such ootion, the centract as extended shall be deemed.to include this option provision: Provided, 'I however. .That the duration of this contract, including the exercise of any '

options under this clause shall not exceed sixty (60) months. )

i S. In the event that the contract is extended in accordance with paragraph A  !

of this Article, the Contractor shall continue the effort described in -

ARTICLE I - SCOPE OF WORK, during the 12** month period immediately following  ;

that set fortn in ARTICLE II - PERIOD OF PERFORMANCE. The parties hereto  !

agree that uoan issuance of the oroer exercising tnis option, the following i modificaticns will be made to the contract schedule in effect as of the l date that such iseuance is made:

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-(1) The oeriod of performance specified in ARTICLE II - PERIOD OF PERFORMANCE will be increased by months. i

, (2) The Estimated Cost, Fixed Fee and Total Cost Plus Fixed Fee specified '

f in ARTICLE III - CONSIDERATION AND PAYMENT, will be increased by ,

• ,$ -* and $

• 5 , , respec,tively.  ;

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• • It is understood that there shall be two separate options of 12 month intervals  !

each, f

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RFP RS-RES-80-196 Page 34 of 34 ARTICLE XI - GEfERAL PROVISIONS / ALTERATIONS This contract is subject to the attached provisions of Appendix A. General Provisions, entitled " Cost Type Research and Development Contracts With Commercial Organizations," dated 2/6/80.

NOTE: AVAILABILITY OF TEXT OF CLAUSES - The complete text of clauses, incorpor-atec by reference, is available, for a nominal fee, in the publication entitled " Code of Federal Regulations 41 CFR 1-1.000, Chapter 1 to 2, Federal Procurement Regulations (Chapter 1)" which may be obtained f rom the Superintendent of Documents, U. 5. Government Printing Office, Wasnington, D.C. 20402. Copie', of the co.nplete text of speci'ic clauses are available from the Nuclear Regulatory Commission, Division of Contracts.

Wasnington, D.C. 20555 and will be furnished upon request.

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PART IV -

Attachments

1. NRC Contractor Organizational Conflicts of Interest (41 CFR Part 20)

2. NP.C Organization Chart *

3. Optional Form 60 - Contract Pricing Proposal 4 Proposal Summary and Data hheet

5. General Pro

• visions - Appendix A - Cost Type Research and Development Contracts With Commercial Organi:ations (2/6/80)

6. MRC l1anual Chapter 3202 I

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. 1 AT ACHMENT 1 .

PART 20-1 -- GENERAL Subpart 20-1.54--Contractor Organi:ational Conflicts of Interest .

i Sec.

20-1.5401 Scope and policy. '

20-1.5402 De.fini tions.

20-1.5403 Criteria for recognizing contractor organizational f conflicts of interest. .

20-1.5404 Representation. I 20-1.5405 Contract clauses.

l 20-1.5405-1 General contract clause.

20-1.5405-2 Special contract provisions. .

20-1.5406 Evaluation, findings, and contract award..

20-1.5407 Conflicts identified after award. j 20-1.5408 (Reserved)

• 20-1.5409 (Reserved) 20-1.5410 Subcontractors. ]

i 20-1.5411 Waiver. -

20-1.5412 Remedies.

AUTHORITY: Sec. 8, Pub. L.95-601, adding Sec.170A to Pub. L.  !83-703, 68 Stat. 919, as amended (42 U.S.C. ch. 14)  ;

t 120-1.5401 Scope and Policy (a) It is the policy of the U.S. Nuclear Regulatory Commission i (NRC) to avoid, eliminate or neutralize contractor organizational conflicts  ;

of interest. The NRC achieves this objective by requiring all prospective  ;

contractors to submit infonnation describing relationships, if any, with  !

organizations or persons (including those r39ulated by NRC) which may j give rise to actual or potential conflicts of interest in the event of  ;

contract award. j (b) Contractor conflict of interest determinations cannot be made I; automatically or routinely; the application of sound judgment on virtually a case-by-case basis is necessary if the policy is to be applied so as  ;

to satisfy the overall public interest. It is not possible to prescribe in advance a specific method or set of criteria which would serve to  ;

identify and resolve all of the contractor conflict of interest situations  :

which might arise; however, examples are provided in these regulations  ;

to guide application of the policy. NRC contracting and program official .

must be alert to other situations which may warrant application of this  :

policy guidance. The ultimate test is: Might the contractor, if awarded l the contract, be placed in a position where its judgment may be biased, '

or where it may have an unfair competitive advantage?  :

(c) The conflict of interest rule contained in this subpart applies  ;

to contractors and offerors only. Individuals or firms who have other  ;

relationships with NRC (e.g., parties to a licensing proceeding) are not covered by this regulation. This rule does not apply to the acquisition ,

of consulting services througn the personnel acpointment process, 'iRC l l

l i

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e s

-7590-01 agreements with other' government agencies, international organizations, or state, local or foreign governments; separate procedures for avoiding  ;

conflicts of interest will be employed in such agreements, as appropriate.

I20-1.5402 Definitions

\

-(a) " Organizational conflicts of interest" means that a relationship 4 g exists whereby a contractor or prospective contractor has present or planned interests related to the work to be performed under an NRC. ,

contract which: (1) May diminish its capacity to give impartial, technically sound, objective assistance and advice or may otherwise result in a

• biased work product, or (2) may result in its being given an unfair -

competitive advantage.

(b) "Research" means any scientific or technical work involving theoretical analysis, exploration, or experimentation.  ;

(c)

• Evaluation activities" means any effort involving the appraisal of a technology, proct.ss, product, or policy.

(d) " Technical consulting and management support services

• means internal assistance to a component of the NRC'in the fomulation or '

administration of its programs, projects, or policies which nomally require the contractor to be given access to information which has not been made available to the public or proprietary infomation, Such services typically include assistance in the preparation of program plans; arid preparation of preliminary designs, specifications, or statements of work. .

(e) ' " Contract" means any contract, agreement, or other arrangement ,

with the NRC except as provided in Section 20-1. 5401 ( c) .

(f) " Contractor" means any person, fim, unincorporated association, joint venture, co-sponsor, partnership, corporation,' affiliates thereof, or their successors in interest, including their chief executives, directors,- key personnel (identified in the contract), proposed. consultants or subcontractors, which is a party to a contract with the NRC.

(g) " Affiliates" means business concerns which are affiliates of

• each other when either directly or indirectly one concern or individual controls or has the power to control another, or when a third party controls or has the power to control both (41 CFR 11-1.606-1(e)).  :

( h)' " Subcontractor" means any subcontractor of any tier which performs work under a contract with the NRC except subcontracts for l supplies and subcontracts in amounts of $10,000 or less. l (i) " Prospective contractor" or " offeror" means any person, firm, unincorporated. association, joint venture, partnership, corporation, or affiliates thereof, including its chief executive, directors, key personnel

(;oentified in tne prooosal), propose:: consultants, or subcontractors, submitting a bid or proposal, solicited or unsolicited, to the NRC to Obtain a contract.

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)

i (j) " Potential conflict of interest" means that a factual situation j r

exists that suggests (indicates) that an actual conflict of interest may arise frcm award of a croposed contract. The term " potential conflict .i '

of interest" is used to signify those situations which merit investigation prior to contract award in order to ascertain whether award would give rise to an actual conflict or which must be reported to the contracting officer for investigation if they arise during contract performance.

520-1.5403 Criteria for recognizing contractor organizational conflicts of interest 6 (a) General. Two questions will be asked in determining whether actual or potential organizational conflicts of interest exist: (1) Are 1 r

there conflicting roles which might bias a contractor's judgment in '

relation to its work for the NRC7 (2) May the contractor be given an

unfair competitive advantage based on the performance of the contract? '

The ultimate determination by NRC as to whether organizational conflicts of interest exist will be made in light of common sense and good business judgment based upon the relevant facts disclosed and the work to be performed. While it is difficult to identify and to prescribe in advance a specific method for avoiding all of the various situations or relationships .

whicn might involve potential organizational conflicts of interest, NRC.

personnel will pay particular attention to proposed contractual requirements ,

which call for the rendering of advice, consultation or evaluation activities, or similar activities that lay direct groundwork for the NRC's decisions on regulatory activities, future procurements, and i research programs.

(b) Situations or relationships which may give rise to organizational '

conflicts of interest. (1) The offeror or contractor sha.ll disclose information concerning relationships which may give rise to organizational i conflicts of interest under the following circumstances:

(i) Where the offeror or contractor provides advice and recommendations ,

i to the NRC in a technical area in which it is also providing consulting assistance in the same arec to any organization regulated by the NRC. l (ii) Where the offeror or contractor provides advice to the NRC on the same or similar matter in which it is also providing assistance to any organization regulated by the NRC.

(iii) Where the offeror or contractor evaluates its own products or services, or the products or services of another entity wnere the offerer or contractor has been substantially involved in their development or l

marketing. ,

(iv) Where the award of a contract would otherwise result in placing the offeror or contractor in a conflicting role in whicn its judgment may be biased in relation to its work for the NRC or may otherwise result in an unfair competitive advantage for the offeror or contractor.

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1 7590-01 (2) Tne contracting officer may request specific information from an offeror or contractor or may require special contract provisions such as provided in 520-1.5405-2 in the following circumstances:

(i) Where the offeror or coDiractor prepares specifications which  ;

are to be used in competitive procurements of products or services '

covered by such specifications.

(ii) Where the offeror or contractor prepares plans for specific approaches or methodologies that are to be incorporated into competitive procurements using such approaches or methodologies.

(iii) Wnere the offeror or contractor is granted access to information not available to the public concerning NRC plans, policies, or programs which could form the basis for a later procurement action.

(iv) Where the offeror or contractor is granted access to proprietary information of its competitors.

(v) Where the award of a contract might otherwise result in placing the offeror or contractor in a conflicting role in which 'its judgment may be biased in relation to its work for the NRC or may otherwise result in an unfair competitive advantage for the offeror or contractor.

(c) Policy application guidance. The following examples are illustrative only and are not intended to ide tify and resolve all contractor organizational conflict of interest situations. (1) Example.

The XYZ Corp., in response to a request for proposal (RFP), proposes to undertake certain analyses of a reactor component as called for in the RFP. The XYZ Corp. is one of several companies considered to be technically well cualified. In response to the inquiry in the RFP, the XYZ Corp.

advises that it is currently performing similar analyses for the reactor manufacturer.

Guidance. An NRC contract for that particular work normally would not be awarded to the XYZ Corp. because it would be placed in a position in which its judgment could be biased in relationship to its work for NRC. Since there are other well-oualified companies available, there would be no reason for considering a waiver of the policy.

(2) Example. The ABC Corp., in response to a RFP, proposes to perform certain analyses of a reactor component which are unique to one type of advanced reactor. As is the case with other technically qualified companies responding to the RFP, the ABC Corp. is performing various projects for several different utility clients. None of the ABC Corp.

projects have any relationship to the work called for in the RFP. Based on the NRC evaluation, the ABC Corp. is consicered to be the best qualified company to perform the work outlined in the RFP.

_4 8 I

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. s 7590-01  !

i Guidance. An NRC contract normally could be awarded to the ABC

\

< Corp. because no conflict of interest exists which would motivate bias 'l with respect to the work. An appropriate clause would be included in the contract to preclude the ABC Corp. from subsequently contracting for l work during the performance of the NRC contract with the private. sector which could create a conflict. For example, ABC Corp. would be precluded from the performance of similar work for the company developing the ,

advanced reactor mentioned in the example, j (3) Example. As a result of operating problems in a certain type  ;

of commercial nuclear facility, it is imperative that NRC secure specific .

data on various operational aspects of that type of plant so as to  !

assure adequate safety protection of the public. Only one manufacturer r

hus extensive experience with that type of plant. Consequently, that [

company is the only one with whom NRC can contract which can develop and  !

conduct the testing programs required to obtain the data in reasonable f time. That company has a definite interest in any NRC decisions that  !

might result from the data produced because those decisions affect the l reactor's design and thus the company's costs.

Guidance. This situation would place the manufacturer in a role in  ;

which its judgment could be biased in relationship to its work for NRC. l Since the nature of the work required is vitally important in terms of

~

NRC's responsibilities and no reasonable alternative exists, a waiver of '

the policy may be warranted. Any such waiver shall be fully documented and coordinated in accordance with the waiver provisionse of this policy with particular attention to the establishment of protective mechanisms >

to guard against bias.

(4) Example. The ABC Co. submits a proposal for a new system for i evaluating a specific reactor component's performance for the purpose of  ;

developing standards that are important to the NRC program. The ABC Co.

has advised NRC that it intends to sell the new system to industry once i its practicability has been demonstrated. Other companies in this l business are using older systems for evaluation of the specific reactor component.  !

Guidance. A contract could be awarded to the ABC Co. provided that I the contract stipulates that no infonnation produced under the contract l will be used in the contractor's private activities unless such information  !

has been reported to NRC, Information which is reported to NRC by contractors l will nomally be disseminated by NRC to others so as to preclude an l unfair competitive advantage that might otherwise accrue. When NRC l furnishes information to the contractor for the performance of contract  ;

work, it shall not be used in the contractor's private activities unless i such information is generally available to others. Further, the contract i will stipulate that the contractor will inform the NRC contractino  :

officer of all situations in which the information developed under the j contract is proposed to be used.  !

i I

7590-01 (5) Example. The ABC Corp., in response to a RFP proposes to assemble a map showing certain seismological features of the Appalachian fold belt. In accordance with the representation in the RFP and 120-1.5403(b)(1)(1), ABC Corp. infoms the NRC that it is presently doing seismological studies for several utilities in the Eastern United States but none of the sites are within the geographic area contemplated by the NRC study.

Guidance. The contracting officer would nomally conclude that award of a contract would not place ABC Corp. in a conflicting role where its judgment might be biased. The work for others clause of 520-1.5405-1(c) would preclude ABC Corp. from accepting work during the tem of the NRC contract which could create a conflict of interest.

(d) Other considerations. (1) The fact that the NRC can identify and later avoid, elimir. ate, or neutrali:e any potential organi:ational canilicts arising from the performance of a contract is not relevant to a detemination of the existence of such conflicts prior to the award of a contract.

(2) It is not relevant that the contractor has the professional reputation of being able to resist temptations which arise from organizational conflicts of interest, or that a follow-on procurement is.not involved, or that a contract is awarded on a competitive or a sole source basis.

520-1.5404 Representation (a) The following procedures are designed to assist the NRC contracting officer in determining whether situations or relationships exist which may constitute organi:ational conflicts of interest with respect to a particular offeror or contractor.

(b) Representation procedure. The following organizational conflicts of interest representation provision shall be included in all solicitations and unsolicited proposals for: (1) Evaluation services or activities; (2) technical consulting and management support services; (3) research; and (4) other contractual situations where special organi:ational conflicts of interest provisions are noted in the solicitation and would be included in toe resulting contract. This representation requirement shall also apply to all modifications for additional effort under the contract except those issued under the " changes" clause. Where, however, a statement of the type required by the organizational conflicts of interest representation provision has previously been submitted with regard to the contract being modified, only an updating of such statement shall be required.

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7590-01 i

i ORGANIZATIONAL CONFLICTS OF INTEREST REPRESENTATION I represent to the best cf my k,0wledge and belief that:

The award to of a contract or the modification of an "

existing contract does ( ) or does not ( ) involve situations or relationships of the type set forth in 41 CFR 520-1.5403(b)(1).

(c) Instructions to offerers. The following shall be included in all NRC solicitations: (1) If the representation as completed indicates that situations or relationships of the type set forth in 41 CFR I20-1.5403(b)(1) are involved, or the contracting officer otherwise determines that potential organi:ational conflicts exist, the offeror shall provide a statement in writing which describes in a concise manner all relevant facts bearing on his representation to the contracting officer. If the contracting officer determines that organi:ational conflicts exist, the following actions may be taken: (i) Impose appropriate conditions which avoid such conflicts (ii) disqualify the offeror, or (iii) determine that it is otherwise in the best interest of the United States to seek award of the contract under the waiver provisions of 520-1.5411.

(2) The refusal to provide the representation required by 120-1.5404(b) or upon request of the contracting officer the facts required by '520-1.5404(c), shall result in disqualification of the offeror for award. The nondisclosure or misrepresentation of any relevant interest may also result in the disqualification of the offeror for award; or if such nondisclosure or misrepresentation is discovered after award, the resulting contract may be terminated. The offeror may also be disqualified from subsequent related NRC contracts and be subject to such other remedial actions provided by law or the resulting contract.

(d) The offeror may, because of actual or potential organi:ational conflicts of interest, propose to exclude specific kinds of work from the statements of work contained in a RFP unless the RFP specifically prohibits such exclusion. Any such proposed exclusion by an offerer will be considered by the NRC in the evaluation of proposals. If the NRC considers the proposed excluded work to be an essential or integral part of the required work and its exclusion would work to the detriment of the competitive posture of the other offerors, the proposal must be  ;

rejected as unacceptable. )

(e) The offerort s failure to execute the reoresentation required by subsection (b) above with respect to invitation for bids will be considered to be a minor informality, and the offeror will be permitted to correct the omission.

5 20-1.5405 Contract clauses s 20-1.5405-1 General contract clause

7590-01 All contracts of the types set forth in i 20-1.5404(b) shall include the following clauses:

(a) Purpose. j The primary (purpose of this clause is to aid in1) Is not placed in a ensuring that the contractor:

because of current or planned interest (financial, contractual, organizational, l or otherwise) which relate to the work under this contract, and (2) does not obtain an unfair competitive advantage over other parties by, virtue of its performance of this contract.

(b) Scope. The restrictions described herein shall apply to performance or participation by the contractor as defined in 41 CFR l 5 20-1.5402(f) in the actitities covered by this clause.

(c) Work for others. Notwithstanding any other provision of this contract, during the term of this contract, the contractor agrees to 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 perfomed 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 I any, under this contract abide by the provision of this clause. If the contractor believes with respect to itself or any such employee that any proposed consultant or other contractual arrangement with any fim or organization may involve a potential conflict of interest, the contractor -

shall ootain the written approval of the contracting officer 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 otherwise set forth in this contract, it does not have any-organizational conflicts of 1 interest, as defined in 41 CFR 520-1.5402(a).

(2) The contractor agrees that if after award it discovers organizational '

conflicts of interest with respect to this contract, it shall make an insnediate and full disclosure in writing to the contracting officer.

This statement shall include a description of the action which the contractor has taken or proposes to take to avoid or mitigate such conflicts. The NRC may, however, terminate the contract for convenience if it deems such termination to be in the best interests of the government.

(e) Access to and use of information. (1) If the contractor in the performance of this contract obtains access to information, such as ]

NRC plans, policies, reports, studies, financial plans, internal data protected by the Privacy Act of 1974 (Pub. L.93-579), or data which has not Deen released to the public, the contractor agrees not to: (i) Use such information for any private purpose until the information has been released to the public; (ii) compete for work for the Comission based

.. ,i

. ~l 7590,-01

. l en such information for a period of six (5) months after either the 1 completion of this contract or tne release of such information to the public, wnichever is first, (iii) suomit an unsolicited proposal to the government based on- such information until one year after the release of

.sucn information to the public, or (iv) release the information without prior written approval by tne contracting officer unless sucn information l has previously been released to the public by the NRC. i (2) In addition, the contractor agrees that to the extent it i receives or is given access to proprietary data, data protected by the Privacy Act of 1974 (Pub. L.93-579), cr other confidential or privileged  ;

technical, business, or financial information under this contract, the  ;

contractor shall treat such information in accordance wita restrictions 1 placed on use of the information.

(3) The contractor shall have, subject to patent and security '

provisions of this contract, the right to use technical data it produces .

under tnis contract for private purposes provided that all requirements 1 of this contract have been met. ,

( f) Subcontracts. Except as provided in 41 CFR 520-1.5402(h), the contractor shall include tnis clause, including this paragraph, in subcontracts of any tier. The terms " contract," " contractor," and

" contracting officer," shall be appropriately modified to preserve the government's rights. .

(g) Remedies. For breach of any of the above pro'scriptions or for intentional nondisclosure or misrepresentation of any relevant interest required to be disclosed concerning this contract or for such erroneous representations as. necessarily imply bad faith, the government may terminate the contract for default, disqualify the contractor from subsequent contractual efforts, and pursue other remedies as may be permitted by law or this contract.

(h) Waiver. A request for waiver under this clause shall be directed in writing through the contracting officer to the Executive >

Director for Operations (EDO) in accordance with the procedures outlined in 120-1,5411.

i20-1.5405-2 Special contract provisions.

(a) If it is determined from the nature of the proposed contract tnat organizational conflicts of interest exist, the contracting officer may determine that such conflict can be avoided or after obtaining a waiver in accordance with 320-1.5411, neutrali:ed through the use of an appropriate special contract crovision. If accropriate, the offeror may negotiate the terms and conditions of these clauses, including tne extent and time period of any sucn restriction. These provisions include but are nat limited to:

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m. .m,, . . . - . . , . , - - - - - . . , n-, -.----.,,--.--,,,a- -

7590-01 (1) Hardware exclusion clauses which prohibit the acceptance of procuttion contracts following a related nonproduction contract previously performed by the contractor; i (2) Sof tware exclusion clauses; (3) Clauses wnich require the contractor (anc et ?tain of his key 1 personnel) to avoid certain organi:ational conflicts > of interest; and (4) Clauses which provide for protection of co1fidential data and guard against its unauthorized use.

1 (b) The following additional contract clause may be includec as  !

section (i) in the clause set forth in 120-1.5405-1 when it is determined that eward of a follow-on contract would constitute an organi:ational I conflict of interest.

(i) Follow-on effort. (1) The contractor shall be ineligible to participate in NRC contracts, subcontracts, or proposals therefor (solicited ,

J or unsolicited) wnich stem directly from the contractor's performance of I work under this contract. Furthermore, unless so directed in writing by the contrac*ing officer, the contractor shall not perform any technical consulting or management support services work or evaluation activities under this contract on any of its products or services or the products or services of another firm if the contractor has been substantially involved in the development or marketing of s'uch products or services.

(2) If the contractor uncer this contract prepares a complete or essentially complete statement of work or specifications, the contractor shall be ineligible to perform or participate in the initial contractual effort wnicn is casec on sucn statement of work or specifications. The contractor shall not incorporate i*s prooucts or services in such statement of work or specifications unless se directed in writing by the contracting officer, in which case ne restriction in this subparagrapn shall not app 1y.

(3) Nothing in *his caragraph shall preclude the contractor from offering or selling its standere commercial items to the governmen*,

i 20-1.5406 Evaluation, findings, and contract award The contracting officer will evaluate all relevant facts submitted by an offeror pursuan to :ne representation recuirements of !20-1.5404(b) anc c ner relevant information. After evalua*ing this information against :ne criteria of 120-1.5403, a fincing will be made by :ne contracting officer wne*her organi:ational con <licts of interest exist witn respect to a particular offeror. If it nas seen determined :na conflicts of interes exist, :nen :ne con:ractin; officer snail eitner:

(a) Disqualify :ne offeror ' rom aware,

-10 e A 3 e

. o a 7590-01 l

(b) Avoid or eliminate sucn conflicts by aporopriate measures; or (c) Award the contract under the waiver provision of f20-1.5411.

120-1.5407 Conflicts identified after award.

If potential organi:ational conflicts of interest are identified after award with respect to a particular contractor, the contracting officer determines that such conflicts do, in fact, exist and that it would not be in the best interests of the government to terminate the contract as provided in the clauses required by 120-1.5405, the contracting officer will take every reasonable action to avoid, eliminate, or, after obtaining a waiver in accordance with 120-1.5411, neutralize the effects of the identified conflict.

i 120-1.54C8 (Reserved) s20-1.5409 (Reserved)

!20-1.5410 Subcontracts The contracting officer snall require of#erors and contractors to suomit a representation statement in accordance with ! 20-1.5404(b) from i subcontractors and consultants. The contracting officer sna11 require '

the contractor to include contract clauses in accordance with 120-1.5405 in consultant agreements or subcontracts involving performance of work  ;

- under a prime contract covered by this subsection.

520-1.5411 Waiver In the first instance, determination with respect to the need to seek a waiver for specific contract awards shall be made by the contracting officer with the acvice and concurrence of the program office director  !

and the Office of Executive Legal Director. Upon the recommendation of  ;

the contracting officer, and af ter consultation with the Office of the '

General Counsel, the EDO may waive the policy in scecific cases if he determines that it is in the best interest of the United States to do ,

so. .

Such action shall be strictly limited to those situations in which: '

(1) The work to be performed uncer contract is vital to the NRC program; (2) the work cannot be satisfactorily performed except by a contractor e wnose interests give rise to a question of conflict of interest; and (3) contractual and/or tecnnical review and suoervision methods can be emolayed by NRC to neutrali:e the conflict. For any sucn waivers, tne i justification and approval cocuments shall be placed in the Puolic Document Room.

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5

7590-01 520-1. 5412 Remedies in addition to such other remedies as may be permitted by law or contract for a breach of the restrictions in this subpart or for any intentional misrepresentation or intentional nondisclosure of any relevant interest required to be provided for this section, the NRC may debar the contractor from subsequent NRC contracts.

Dated at Washineton. D.Cthis_27th day of March 1979.

For the Nuclear Regulatory Commission Si ht Samuel-). Chilk

• Ok '

Secretary of the Corrnission

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INSTRUCTIONS TO OFMRORS

1. T he purpow va thas turm et eu provide 4 4undard turm44 he e hsth ~ 4. W hen attashment of supportmg s ou ne pressnu J4t4 see the, Iserne n d she uderus suhn sti tee she (suvven ment a 6uinentary sal ins urred 4#id isnpras tn ables the data m ill be drw rihed f .e eth he tete. .os appe-e ease s.

esum4 sed s is=as f eed arke hed eneportons enfermessen ) sudatde for de- and made a*4sl4bl. to the sistutastung ustiser at his repts wnt4u e . spinet uelid reese. 4u.4 4nalysen. Prme tu s he 4 *4rd of a funcf 4d resvinns req uest.

trum ihn peupsnel the iniferser shall. endet the sundHaunt stated in FPM 6-4nu%4 ha requered to tuhmet a Lettensese ni terrent Cent ur 4 I hr furm446 fut the tutt kleinento and the ' Propowd t emerat e Prh mg 04u t ee  % D PM 1.n nuh ti h n aml 4.) soNa s, bomats ' are nut intended as raged requerements l hess m a he ces wated in didefent format wish sne prior appso,44 ui she tumvas tm a

3. In 4Jdumn tu the spenne informanun required by thee form. the Orhser il requered fur e.ute edetuve and e'hsiene prewmansm let all uderug in espesied, sn goud ra nh. tu insurpurate en and submit esth other respests shes futm will he sumpleerd and suhmetted e nh.ius ihn form any addissun44 data, suppurung sshedules, ut euesunsaassun change.

w hos h are reason.hls reyested tuo the sunduct of an apprupnate re, s eem and an.itus in the hght u( the sproht facts of this pous urement. 9. By subrasseaun of this propinal the s 4erve grants tu the Contras ung her ellet tn e neguu4ouns. H n essennel that there he a s6eer under- Othser, or has aushurned represenunee, the tinha to esenenw. her the standuig us- purpose of werdying the sues ut pres sa g data tut.mitted. thow him 4 3, res urdt. dut unnents and uthef suppurseng deu e hu h e ill tweneH edi a l he ecnnag. Serifiards dage quote veeluopun ut sus h tuet ut presing data, alsong s ieh the sennpuu-h The judgmental fastuen opphed in prutetting fium anuen deu uuns and prosestions used therven. This right may se esersewd m i me-eu the e,esmaie. amo nateun enh any negunanuno proof to sunerast aw eed s . 1 he sonamnens ees uwd hv the oderut in hen propowd price.

In short, the udetur i eShmatens pesmess itself needs to be dseclowd, FOOTNOT15 o r ,,u r ,e ihr ..ie.e rhew en u ar end no,ee., hie sea, a-hah m she a ledaan she enm and and pree,de ne uppmpo,an esplamenen n hen mdement of sbo o fene a dl properte he resurred on the orpures pretername e agreemens het here rensbed is tek Generement reprewesen.es non she ner of of obe .eesena t$ hen de r of the sesos on rkn sesame een e strendr eeen jerin ned fenng **Hs. denrebe she verare el tee ,ogerrarat Pret oadr the mserved t o q.. ne .e n'erser sentrast er shnese orders. deurohn thee se no e**hed of seopesenee end oppinenen of mer euerhead vsprese restadong senashed sepperreeg nandais Ideants .edi sedes ned troeders hesarree seer med >*eebden e ned shrin oeg arreds ned bessere *, det.e es enquart se Steen deruoeen, er ergneosenees eener a seemen soeurel, ahu b are on.

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.leeded as other then the me er of sea se she erngmni oreenierror er servent m.orers orn e. , e ll ake reant sea entered he*r u ne essen et il'n. p"* *de ** a <*pn*=

page the fenien oeg notermetsee en rash wperou acae of re *=*ilt "r In e*'*

J et ben spese m addonee to tone esadneis on beobre 4 us regnered. es. jpe _ eene and andress of !neneer: deu of turnee agre**ent get**I eem.

sash arpe reur peers as enroers and onteessfp me eboe

• Referrese ' seimman eers, pasene appinansee wreal nearners er echer knesn en an noek one reverlor g the anasherrel on as hosh the untermessee neppertoeg the tynoht cent riemen* en peonete; broef deuropnee, sealedoet oes part er endel eenher, et resh ear he femeal, %e etanederd fermat n pressroerd, homente Ihr .008 er prer* ageirast tiene 69 genopseent ger 4 bes k the rerelle se pne.ee de p*rmeekter *r ons deho eed 6e eueren, .ewpceu ned .ervens. and the rangeres (nuert deller ran of revenlop per enre. eene pene of .eeerast orem. eewhe* et anal on pretnsme from the debe se the osnanents een be unrod ne netpsnet enoes; end sesnt aseller emeene of rereiner le *ddanee. of ,entheelle vr.

Jeo.od to ee.ohlo the Lo,seresneg alpser te ornienu the proposal. Ier av toe re.e sure*= ret

.oopir. prerode she heue owd for genoeg menrants ymh no be useder gee. ,4,,nug s, she go,se,,g,,g etnser. , ,ep, of the severet4 ,guenggeone, of epptumble slas tennes, shop ouemeros. er uno-ene prors, the rensee fee sw of everhead outen i

ahnh eurer e useopssed, from osper,emed reon iredmed reone,e. d , p,,, ,,, , g,a , p ,,, ,,,g ,,,, ,,.a,,,, ,,,, p ,,,,,, , ,, d,,e s,,,, e .,e e, e planned enter er.orrentreret on n er jaarbsatoen for ne neareen un ,, ,,,,,p,ug ,,,,7,e, ,4,,,,as,,,,a pen e. < eapernoon enna oned. end been ,

leonor roers tentusposed e dge end maae r s oesreens. ess.), indeenft ned ev e{ eunhinbrog neerse and reemeandrern el sese '

plane een seetoegresses se hnh are sosteerd on the proposed prue. mth as

.oerosopeord un of vernn end defunte eerb. er neueopend taboual dahs einn 6

CONfifeUhftQed QF g3Netif h $UpeQgflDeQ $CMgDUL3 ANO tiput$ 70 QUS$flCool g AND W f

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PROPOSAL

SUMMARY

AllD DATA SHEET w_

Qf f tCl#1 Name and ACCress of QfferCr P' ACE C P *t R PCRMANCE < Cstv. Caunty. aus states TOTAL ESTIMATED 7tME REQUIREO TC IST Y EAA scerausa suster couvrai g. 4TH Y EAM COMPLETE THE PRCeECT DU #I##

E MATE D l STM V EM 3RD Y EAA TY85 CP CONTR ACT PROPCSED C CCST R EIM80RSEMENT CCCST4HAAING CCOST PLUS PIXED PEE C PlXED PRICE C CTNER TITLE TELEPHONE NUM8ER NAME CP INOlVICUAL:31 AUTHCRI !D TO EXECUTE AND SIGN CCNTRAC*1 6

l l N AME OP iNOlVIOUAL;SI AUTWCRI:13 TO TITLE TELEPNCNE NLMBER EXECUTE ANQ $1CN CONTR ACTS NUM8ER CP EMP(QYEES CURRENTLY EMPLQYED QQLLAR VQ(gMg CP OUSINESS PE R ANNUM Acmotana Period . The offefor agrees to allow day 1 from the date of this proDosas for acceptance thefoof av trie CQvert1 met 1t !h0 lJyt. If nCt 0t??tfwest $00Cllltd).

NAME AND ACCRESS CP GCCN8ZANT COVERNMENT AUQ47 AGENCY TELEPwCNE NUMEER EST1M A TED

?rutet! DirtC 07 NCu RS wlExtY TELLPNCNE NUMBE R E STIM A T E D

f. / f*7/tCf Ofrtctor; PtCURS WEEKLY l l l l l r,r- n

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" 1 RFe NC. J PROPOSAL

SUMMARY

AND DATA' SHEET I Acknoweeogment of Amenoments The offeror acknowwopes recesot of amendments to tne RFP as fohows:

Amenornent Numoer Date Signature i

Subcontractor informanon . Furnish name and loastson of orpensaation, elesarsption of services, basa for selocuen, i responsione person emo6 eyed by subcontractor and cost informauen. l l

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TE CHNl CAL PROPO$AL

SUMMARY

(4 tract tc ints ProposalSummary Osts $heet!

1 A. METHODS . (List or summoetre tne chronotopics! mootstones to pe reecnec' throupnt the yes'. uoan evnte furtne* \

wore a based. Curime the casa: experomentalsoproaches to be taken to reach thear moorstones.)

B. R ATION AL . linoscate the unceroyong perncens and concepts reWvent tc thus evert evnoch woult ivstify to<rng the proposec sporoach to meermg the state:ODrectnes of this UP.)

C. F ActLITlE5. linorcote Orretty the cuantity one ovalory o'sco:e tc pr moor ovestaoor for thn prorect.)

r D. OTHE R .(Incluor arret statements of raper,ence anc accomotisnments o verncapsi on,estigstor one orner proress>on.

personnet wnoch are permone to the effort proposec, Do not reference technica! proposa! or currocuse vitae. but acarro:

rne most pertinent mtormatsor:.)

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Rev: 11/80 Pages 1 through 61 ~l l

GENERAL PROVISIONS l i

CONTENTS APPENDIX A - COST TYPE RESEARCH AND DEVELOPMENT CONTRACTS WITH COMMERCIAL ORGANIZATIONS GENERAL NO 1.0 1.1 Definitions

1. 2 Assignment

1. 3 Assignment of Claims .

1.4 Officials Not to Benefit i

1. 5 Standards of Work i 1.6 Notice Regarding Late Delivery i

1. 7 Covenant Against Contingent Fees  !

1. 8 Interest i 1.9 Disputes 1.10 Notice to the Government of Labor Disputes 1.11 Audit 1.12 Examination of Records by Comptroller General 1.13 Order of Precedence 1.14 Stop Work Order 1.15 Contractor Organizational Conflicts of Interest - Definitions 1.16 Contractor Organizational Conflicts of Interest - General Contract Clause 1.17 Dissemination of Contract Information 1.18 Private Use of Contract Information and Data 1.19 Drawings, Designs, and Specifications 1.20 Proprietary Data and Confidential Information 1.21 Privacy Act Natification 1.22 Privacy Act 1

PERFORMANCE PROVISIONS NO 2.0 l 2.1 Permits l

2. 2 Safety, Hesith and Fire Protection

2. 3 Key Personnel 2.4 Security

2. 5 Subcontracts 2.6 Consultant or Other Comparable Employment Services of Contractor Employees

2. 7 Litigation and Claims 2.8 Excusable Delays 2.9 Changes 2.10 Inspection 2.11 Required Source of Jewel Bearing 2.12 Government Property

SOCIO-ECONOMIC PROVISIONS N0 3.0 l

3.1 Employment of the Handicapped 3.2 Disabled Veterans and Veterans of the Vietnam Era '

, 3.3 Convict Labor 1

3.4 Equal Opportunity 3.5 Preference for U.S. Flag Air Carriers 3.6 Use of U.S. Flag Commercial Vessels

3. 7 Buy American Act .

3.8 Contract Work Hours and Safety Standards Act - Overtime Compensation

3. 9 Utilization of Small Business Concerns and Small Business Concerns Owned and Controlled by Socially and Economically Disadvantaged Individuals 3.10 Utilization of Labor Surplus Area Concerns a 3.11 Clean Air and Water PATENT AND COPYRIGHT PROVISIONS NO 4.0 4.1 Patent Rights - Acquisition by the Government 4.2 Patent Indemnification of Government by Contractor 4.3 Rights in Copyrightable Material Under Contracts 4.4 Copyright Indemnification of Government 4.5 Notice and Assistance Regarding Patent and Copyright Infringement FINANCIAL AND TERMINATION PROVISIONS NO 5.0 l 5.1 Limitation of Cost 5.2 Limitation of Funds

5. 3 Allowable Cost, Fixed-Fee and Payment 5.4 Allowable Cost and Payment 5.5 Negotiated Overhead Rates 5.6 5 tate and Local Taxes 5.7 Termination for Default or for Convenience of the Government

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APPENDIX A U.S. NUCLEAR REGULATORY COMMISSION GENERAL PROVISIONS FOR COST-TYPE RESEARCH AND DEVELOPMENT CONTRACTS WITH COMMERCIAL ORGANIZATIONS i

Numerical references which follow the names of the provisions and commence

, with the number 1 are to the Federal Procurement Regulations, Title 41, Code of Federal Regulations. *

' GENERAL NO . 1. 0 1.1 Definitions (1-7.102-1)

As used throughout this contract, the following terms shall have the meaning set forth below:

(a) The term, " head of the agency" or " Secretary" as used herein means the Secretary, the Under Secretary, and Assistant Secretary, or any other head i or assistant head of the executive or military department or other Federal I agency; and the term "his duly authorized representative" means any person or '

persons or board (other than the Contracting Officer) authorized to act for the head of the agency or the secretary.  ;

(b) The term " Commission" means the United States Nuclear Regulatory Commission or any duly authorized representative thereof, including the Contracting Officer except for the purpose of deciding an appeal under the  :

.rticle entitled " Disputes."  !

(c) The term " Contracting Officer" means the person executing this contract on behalf of the Government, and any other officer or civilian employee who is a preperly designated Contracting Officer; and the term includes, except as otherwise provided in this contract, the authorized representative of a Contracting Officer acting within tne limits of his authority.

(d) Except as otherwise provided in this contract, the term

" subcontracts" includes purchase orders under this contract.

1. 2 Assignment '

Except as stated in Provision No. 1.3, neither this contract nor any interest therein nor claim thereunder shall be assigned or transferred by the e

contractor except as expressly authorized in writing by the Contracting Officer.

1.3 Assignment of Claims (1-30.703)

(a) Pursuant to the provisions of the Assignment of Claims Act of 1940, as amended (31 U.S.C. 203, 41 U.S.C. 15), if this contract provides for payments aggregating $2,000 or more, claims for moneys due or to become due

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the Contractor from the Government under this contract may be assigned to a  !

bank, trust company, or other financing institution, including any Federal  !

lending agency, and may thereafter be further assigned and reassigned to any  !

such institution. Any such assignment or reassignment shall cover all amounts ]

payable under this contract and not already paid, and shall not be made to i more than one party, except that any such assignment or reassignment may be made to one party as agent or trustee for two or more parties participating in such financing. Unless otherwise provided in this contrhet, payments to an 1 assignee of any moneys due or to become due under this contract shall not, to the extent provided in said Act, as amended, be subject to reduction or setof f.

(The preceding sentence applies only if this contract is made in time of war l or national emergency as defined in said Act and is with the Department of l Defense, the General Services Administration, the Energy Research and Develop- j ment Administration (The Energy Research and Development Administration is now  ;

the Department of Energy), the National Aeronautics and Space Administration, l the Federal Aviation Administration, or any other department or agency of the 1 United States designated by the President pursuant to Clause 4 of the proviso of section 1 of the Assignment of Claims Act of 1940, as amended by the Act of ,

May 15, 1951, 65 Stat, 41).

(b) In no event shall copies of this contract or of any plans, specifica- I tions, or other similar documents relating to work under this contract, if marked " Top Secret," " Secret," or " Confidential," be furnished to any assignee of any claim arising under this contract or to any other person not entitled to receive the same. However, a copy of any part or all of this contract so marked may be furnished, or any information contained therein may be disclosed, to such assignee upon the prior written authorization of the Contracting Officer.

1. 4 Officials Not to Benefit (1-7.102-17)

No member of or delegate to Congress, or resident commissioner, shall be 1 admitted to any share or part of this contract, or to any benefit that ,may j arise therefrom; but this provisions shall not pe construed to extend to this i contract if made with a corporation for its general benefit.

1.5 Standards of Work (1-7.302-3)

J The Contractor agrees that the performance of work and services pursuant )

to the requirements of this contract shall conform to high professional standards. l

. 1.6 hotice Regarding Late Delivery (1-7.204-4)

In the event the Contractor encounters difficulty in meeting the performance requirements, or anticipates difficulty in complying with the contract delivery schedule or date, the ' Contractor shall immediately notify the Contracting Officer thereof in writing, giving pertinent details, including the date by which it cxpects to complete performance or make delivery: Provided, however, that this data shall be informational only in character and that receipt thereof shall not be construed as a waiver by the Government of any contract delivery schedule or date, or any rights or remedies provided by law or under this contract.

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1. 7 Covenant Against Contingent Fees (1-1.503) i (a) Wjrranty - Termination or deduction for breach.  !

l The contractor warrants that no person or selling agency has been )

employed or retained to solicit or secure this contract upon an agreement or urderstanding for a commission, percentage, brokerage, or contingent fee, l excepting bona fide employees or bona fide established commercial or selling agencies maintained by the contractor for the purpose of securing business.

For breach or violation of this warranty the Government shall have the l right to annul this contract without liability or in its discretion to deduct from the contract price or consideration or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. <

(b) Subcontracts and purchase orders.

Unless otherwise authorized by the Contracting Officer in writing, the contractor shall cause provisions similar to the foregoing to be inserted in  ;

all suocontracts and purchase orders entered into under this contract.

1. 8 Interest (1-7.203-15)

Notwithstanding any other provision of this contract, unless paid within 30 days, all amounts that become payable by the Contractor to the Government under this contract (net of any applicable tax credit under the Internal Revenue Code) shall bear interest at the rate determined by the Secretary of the Treasury pursuant to Public Law 92-41, 85 Stat. 97. Amounts shall be due upon the earliest of (a) the date fixed pursuant to this contract; (b) the date of the first written demand for payment, consistent with this contract, including demand consequent upon default termination; (c) the date of transmittal by the Government to the Contractor of a pro-posed supplemental agreement to confirm completed negotiations fixing tne amount; or (d) if this contract provides for revision of prices, the date of written notice to the Contractor stating the amount of refund payable in ,

connection with a pricing proposal or in connection with a negotiated pricing '

agreement not confirmed by contract supplement.

1, 9 0isputes (1-7.102-12) )

(a) This contract is subject to the Contract Disputes Act of 1978 (41 U.S.C 601 et seq.). If a dispute arises relating to the contract, the  !

contractor may submit a claim to the Contracting Officer who shall issue a written decision on the dispute in the manner specified in FPR 1-1.318. {

, (b) " Claim" means:

(1) A written request submitted to the Contracting Officer; (2) For payment of money, adjustment of contract terms, or other relief; I

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-(3) Which is in dispute or remains unresolved after a reasonable time

- for its review and disposition by the Government; and (4) For which a Contracting Officer's decision is demanded. ]

f (c). In the case of disputed requests or amendments to such reguasts for ,

payment exceeding $50,000, or with any amendment causing the total request j in dispute to exceed $50,000, the Contractor shall certify, at the time of submission as a claim, as follows:

I certify that the claim is made in good faith, that, the supporting data are accurate and complete to the best of my knowledge and belief; and that the amount requested accurately. reflects the contract adjustment for which the contractor believes the Government is liable.

(Contractor's Name)

(Title)

(d) The Government shall pay the centractor interest:

(1) On the amount found due on claims submitted under this clause; (2) At the rates fixed by the Secretary of the Treasury, under the Renegotiation Act, Pub. L 92-41; (3) From the date the Contracting Officer receives the claim, until the Government makes payment.

(e) The oecision of the Contracting Officer shall be final and conclusive and not subject to revie

'y forum, tribunal, or Government agency unless an appeal ur action is timely commenced within the times specified by the Contract Disputes Act of 1978. l 1

(f) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal or action related to the contract, and comply with the decision of the Contracting Officer.

1.10 Notice to the Government of Labor Disputes (1-7.203-3)

.(a) Whenever the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this contract, the Contractor shall immediately give notice thereof, including all relevant information with respect thereto, to-the Contracting Officer.

1 (b) The Contractor agrees to insert the substance of this clause, including this paragraph (b), in any subcontract hereunder as to which a labor dispute may delay the timely performance of this contract; except that each such subcontract shall provide that in the event its timely performance is delayed or threatened by delay by an actual or potential labor dispute, the subcontractor shall immediately notify his next higher tier subcontractor, or e .*

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5 the Prime Contractor, as the case may be, of all relevant information with respect to such disputes.

1.11 Audit (1-3.814 G .

1 (a) General. The Contracting Officer or his representatives shall have the audit and inspection rights described in the applicable paragraphs (.b),

(c) and (d) below.  ;

(b) Examination of costs. If this is a cost-reimbursement type, incentive, l time and materials, labor hour, or price redeterminable contract, or any combination thereof the Contractor shall maintain, and the Contracting Officer or his representatives shall have the right to examine books, records, documents, and other evidence and accounting procedures and practices, sufficient to reflect properly all direct and indirect costs of whatever nature claimed to have been incurred and anticipated to be incurred for the performance of this contract. Such rignt of examination shall include inspection at all reasonable times of the Contractor's plants, or such parts thereof, as may be engaged in the performance of this contract.

(c) Cost or pricing data.. If the Contractor submitted cost or pricing data in connection with the pricing of this contract or any change or modifi-cation thereto, unless such prir:ing wat based on adequate price competition, established catalog or market prices of commercial items sold in substantial cuantities to the general public, or prices set by law or regulation, the Contracting Officer or his representatives who are employees of the United ,

States Government shall have the right to examine all books, records, docu-ments and other data of the Contractor related to the negotiation, pricing or performance of such contract, change or modification, for the purpose of evaluating the accuracy, completeness and currency of the cost or pricing data submitted. Additionally, in the case of pricing any change or modification exceeding $100,000 to formally advertised contracts, the Comptroller General of the United States or his representatives who are employees of tne United States Government shall have such rights. The right of examination shall extend to all documents necessary to permit adequate evaluation of the cost or pricing data submitted, along with the computations and projections used therein.

(d) Availability. The materials described in (b) and (c) above, shall be made available at the office of the Contractor, at all reascnable times, for inspe: tion, audit or reproduction, until the expiration of 3 years from the date of final payment under this contract or such lesser time specified in Part 1-20 of the Federal Procurement Regulations (41 JFR Part 1-20) and for ,

such longer period, if any, as is required by applicable statute, or by other clauses of this contract, or by (1) and (2) below:

(1) If this contract is completely or partially terminated, the records relating to the wo-k terminated shall be made availa31e for a period of 3 years from tne date of any resulting final settlement.

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I (2) Records which relste to appeals under the " Disputes" clause of this contract, or litigation or the settlement of claims arising out of the performance ,

of this contract, shall be made available until such appeals, litigation, or

< claims have been disposed of. l 1

(e) The Contractor shall insert a clause containing all the provisions l of this clause, including this paragraph (e), in all subcontracts hereunder j except altered as necessary for proper identification of the contracting j parties and the Contracting Officer under the Government prime contract. l 1

(f) Reports. The Contractor shall furnish such progress reports and schedules, financial and cost reports and other reports concerning the work under this contract as the contracting officer may from time to time require. l 1.12 Examination of Records by Comptroller General (1-7.103-3)

(a) This clause is applicable if the amount of this contract exceeds

$10,000 and was entered into by means of negotiation, including small business ,

restricted advertising, but is not applicable if this contract was entered  !

into by means of formal advertising.

l (b) The Contractor agrees that the Comptoller General of the United i States or any of his duly authorized representatives shall, until the expiration l of 3 years after final payment under this contract or such lesser time specified l in either Appendix M of the Armed Services Procurement Regulation or the  !

I Federal Procurement Regulations Part 1-20, as appropriate, have access to and I

the right to examine any directly pertinent books, documents, papers, and records of the Contractor involving transactions related to this contract.

I (c) The Contractor further agrees to include in all his subcontracts hereunder a provision to the effect that the subcontractor agrees that the Comptroller General of the United States or any of ' duly authorized repre-sentatives shall, until the expiration of 3 years af ter final payment under the subcontract or such lesser time specified in either Appendix M of the Armed Services Procureinent Regulation or the Federal Procurement Regulations Part 1-20, as appropriate, have access to and the right to examine any directly pertinent books, documents, papers, and records of such subcontractor, involving transactions related to the subcontract. The term " subcontract" as used in this clause excludes (1) purchase orders not exceeding $2,500 and (2) subcontractors or purchase orders for public utility services at rates established for uniform applicability to the genersi public.

(d) The periods of access and examination described in (b) and (c),

above, for records which relate to (1) appeals under the " Disputes" clause of this contract, (2) litigation or the settlement of claims arising out of the performance of this contract, or (3) costs and expenses of this contract as to which exception has been taken by the Comptroller General or any of his duly authorized representatives, shall continue until such appeals, litigation, claims, or exceptions have been disposed of.

_ _ _ . . _ ~ _ , - , . . , ,-

7 1.13 Order of Precedence In the event of an inconsistency between provisions of this contract, the inconsistency shall be resolved oy given precedence in the following order:

(a) the Schedule; (b) the Statement of Work; (c) the General Provisions; (d) other provisions of the contract, whether incorporated by reference or otherwise; and (e) the contractor's technical proposal, if incorporated in the contract by reference or otherwise.

1.14 Stop Work Order i (a) The Contracting Officer may, at any time, by written order to the

• Contractor, require the Contractor to stop all, or any part, of the work  ;

called for by this contract for a period of ninety (90) days after the order '

is delivered to the Contractor, and for any further period at which the parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this clause. Upon receipt of such an order, the Contractor shall forthwith comply with its terms and take all reasonable  ;

steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of ninety (90) days after a stop work order is delivered to the Contractor, or within any extension cf that period to which the parties shall have agreed, the Contractor Officer shall eitner:

(i) cancel the stop work order, or ,

(ii) terminate the work covered by such order as provided in the ,

" Default" or the " Termination for Convenience" clause of this contract.

s (b) If a stop work order issued under this clause is canceled or the -

period of the order or any extension thereof expires, the Contractor shall resume work. An equitable adjustment shall be made in the delivery schedule, .

the estimated cost, the fee, or a combination thereof, and the contract shall l be medified in writing accordir-ly, if:  :

i (i) the stop work crder results in an increase in the time required l' for, or in the Contractor's cost properly allocable to, the performance of any part of this contract, and (ii) the Contractor asserts a claim for such adjustment within  ;

thirty-(30) days after the end of the period of work stoppage; provided that, ,

~

if the Contracting Officer decides the facts justify such action, he may receive and act upon any such claim asserted at any time prior to final payment i under this contract.  !

(c) If a stop work order is not cancelled and the work covered by such i order is terminated for the convenience of the Government, the reasonable >

costs resulting from the stop work order shall be allowed in arriving at the termination settlement. }

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8 (d) If a stop work order is not cancelled and the work covered by such order is terminated for default, the reasonable costs resulting from the

, stop work order shall be allowed by equitable adjustment or otherwise.

1.15 Contractor Organizational Conflicts of Interest - Definitions (41 CFR 20-1.5402)

(a) " Organizational conflicts of interest" means that a relationship exists whereby a contractor or prospective contractor has present or planned interests related to the work to be perfunned under an NRC contract which:

(1) May diminish its capacity to give impartial, technically sound, objective assistance and advice er may otherwise result in a biased work product, or (2) may result in its being given an unfair competitive advantage.

(b) "Research" means any scientific or technical work involving theoretical analysis, exploration, or experimentation.

(c) " Evaluation activities" means any effort involving the appraisal of a technology, process, product, or policy.

(d) " Technical consulting and management support services" means internal assistance to a component of the NRC in the formulation or admini-stration of its programs, projects, or policies which normally require the contractor to be given access to information which has not been made avail-able to the public or proprietary information. Such services typically ,

include assistance in the preparation of program plans; and preparation of l preliminary designs, specifications, or statements of work.  !

(e) " Contract" means any contract, agreement, or other arrangement with the NRC except as provided in S 20-1.5401(c).

(f) " Contractor" means any person, firm, unincorporated association, )

joint venture, co-sponsor, partnership, corporation, affiliates thereof, or 1 their successors in interest, including their chief executives, directors, key personnel (identified in the contract), proposed consultants or subcontractors, which is a party to a contract with the NRC.

(g) " Affiliates" means business concerns which are affiliates of each other when either directly or indirectly one concern or individual controls or has the power to control another, or when a third party controls or has the power to control both (41 CFR 1-1.606-1(e)).

(h) " Subcontractor" means any subcontractor of any tier which performs work under a contract with the NRC except subcontracts for supplies and subcontracts in amounts of $10,000 or less.

(i) " Prospective contractor" or "of f eror" means any person, firm, unincorporated association, joint venture, partnership, corporation, or affiliates thereof, including its chief executive, directors, key personnel (identified in the proposal), proposed consultants, or subcontractors, sub-mitting a bid or proposal, solicited or unsolicited, to the NRC to obtain a contract.

i 4

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(j) " Potential conflict of interest" means that a factual situation i exists that suggests (indicates) that an actual conflict of interest may arite ,

from award of a proposed contract. The term " potential conflict of. interest"  !

is used to signify those situations which merit investigation prior to con-tract award in order to ascertain whether award would give rise to an actual i

conflict or which must be reported to the contracting officer for  !

investigation if they arise during contract performance.  :

1.16 Contractor Organizational Conflicts of Interest - General Contract' i Clause - (41 CFR 20-1.5405-1)  !

(a) . Purpose. The primary purpose of this clause is to aid in ensuring that the contractor: (1) Is not placed on a conflicting role because of '

current or planned interest (financial, contractual, organizational, or other- .

wise) which relate to the work unoer this contract, and (2) does not obtain an unfair competitive advantage over other psrties by virtue of its performance  !

of this contract. j

.(b) Scope. The restrictions described herein shall apply to performan;e i or participation by the contractor as defined in 41 CFR 620-1.5402(f) in the  !

activities covered by this clause. [

(c) Work for Others. Notwithstanding any other provision of this a contract, during the term of this contract, the contractor agrees to forgo r 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 j 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 clause. If the contractor believes with respect to i itself or any such employee that any proposed consultant or other contractual  !

arrangement with any firm or organization may involve a potential conflict of j interest, the contractor shall obtain the written approval of the contracting  !

officer prior to execution of such contractual arrangement. l (d) Disclosure after award. l, (1) The contractor warrants that to the best of its knowledge and  !

belief and except as otherwise set forth in this contract, it does not have l any organizational conflicts of interest, as defined in 41 CFR 20-1.5402(a). .

(2) The contractor agrees that if after award it discovers organizational  !

4 conflicts of interest with respect to this contract, it shall make an immediate i and full disclosure in writing to the contracting officer. This statement  !

shall include a description of the action which the contractor has taken or j proposes to take to avoid or mitigate such conflicts. The NRC may, however, i terminate the contract for convenience if it deems such termination to be in i the best interests of the government, j (e) Access to and use of information, f I

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i 10 (1) If the contractor in the performance of this contract obtains access i 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 released to the public, the contractor agrees not to:

(i) Use such information for any private purpose until the information has been released to the public-  ?

t (ii) compete for work for the Commission based on such information '

for a period of six (6) months after either the completion of this contract or the release of such information to the public, whichever is first, i (iii) submit an unsolicited proposal to the government based on such information until one year af ter the release of such information to.the public, or (iv) release the information without prior written approval by the contracting officer unless such information has previously been released to the public by the NRC.

(2) In addition, the contractor agrees that to the extent it receives or  ;

is givtn access to proprietary data, data protected by the Privacy Act of.1974 ,

(Pub. L.93-579), or other confidential or privileged technical, business, or 1 financial information under this contract, the contractor shall treat such information in accordance with restrictions plar.ed on use of the information. ,

(3) The contractor shall have, subject to patent and security provisions of this contract, the right to use technical data it produces under this contract for private purposes provided that all requirements of this contract have been met.  !

(f) Subcontracts. Except as provided in 41 CFR 20-1.5402(h), the contractor  ;

shall include this clause, including this paragraph, in subcontracts of any tier. The terms " contract," " contractor," and " contracting of ficer," shall be appropriately modified to preserve the government's rights.

(g) Remedies. For breach of any of the above proscriptions or for intentional nondisclosure or misrepresentation of any relevant interest required to be disclosed concerning this contract or for such erroneous representations as necessarily imply bad faith, the government may terminate the contract for default, disqualify the contractor from subsequent contractual efforts, and pursue other remedies as may be permitted by law or this contract.

(h) Waiver. A request for waiver under this clause shall be directed in writing through the contracting of ficer to the Executive Director for Operations (EDO) in accordance with the procedures outlined in S20-1.5411.

1.17 Dissemination of Contract Information The contractor shall not publish, permit to be published, or disseminate to the public any informa ion. oral or written, concerning the work performed

. - o 11 under this conti2ct without the prior written consent of the Contracting Officer. Two copies of any information proposed to be published or disseminated shall be submitted to the Contracting Officer. Failure to comply with this clause shall be grounds for termination of this contract.

1.18 Private Use of Contract Information and Data Except as otherwise specifically authorized by Provision No. 1.17, publication of contract work of-this contract, or as otherwise approved by the Contracting Officer, information and other data developed or acquired by or furnished the contractor in the performance of this contract, shall be used only in connection with the work under this contract.

$ 1.19 Drawings, Designs, and Specifications All drawings, sketches, designs, design data, specifications, notebooks,

. technical and scientific data, and all photographs, negatives, reports, find-

) ings, recommendations, data and memoranda of every description relating thereto, as well as all copies of the foregoing relating to the work or any part thereto, shall be subject to inspection by the Comission at all reasonable times (for which inspection the proper facilities shall be afforded the Commission by the contractor and its subcontractors), shall be the property of the Government and may be used by the Government for any purpose whatsoever without any claim on the part of the contractor and its subcontractors and vendors for additional compensation and shall, subject to the right of the contractor to retain a copy of said material for its own use, be delivered to the Government, or otherwise disposed of by the contractor either as the Contracting Officer may from time to time direct during the progress of the work or in any event as the Contracting Officer shall direct upon completion or termination of this contract. The contractor's right of retention and use shall be subject to the security, patent, and use of information provisions, if any, of this contract.

1.20 Proprietary Data and Confidential Information In connection with the performance of the work under this contract, the contractor may be furnished, or may develop or acquire, proprietary data (trade secrets) or confidential or privileged technical, business, or financial information, including Commission plans, policies, reports, financial plans, internal data protected by the Privacy Act of 1974 (P.L. 9F 579), or other information which has not been released to the public or has been determined by the Commission to be otherwise exempt from disclosure to the public.

Contractor agrees to hold such information in confidence and not to directly or indirectly duplicate, disseminate, or disclose such information in whole or in part to any other person or organization except as may be necessary to  ;

perform the work under this contract. Contractor agrees to return such informa- 1 tion to the Commission or otherwise dispose of it either as the Contracting Officer may from time to time direct during the progress of the work or in any event as the Contracting Officer shall direct upon completion or termination of this contract. Failure to comply with this clause shall be grounds for termination of this contract.

l 12 1.21 Privacy Act Notification (1-1.327-5(b))

This procurement action requires the contractor to do one or more of the following: design, develop, or operate a system of records on individuals to accomplish an agency function in accordance with the Privacy Act of 1974, Public Law 93-579, December 31, 1974 (5 U.S.C 552a) and applicable agency I regulations. Violation of the Act may involve the imposition of criminal  !

penalties.  !

1.22 Privacy Act (1-1.327-5(c)) J l

(a) The contractor agrees: j (1) To comply with the Privacy Act of 1974 and the rules and regulations ,

J issued pursuant to the Act in the design, development, or operation of any system of records on individuals in order to accomplish an agency function when the contract specifically identifies (i) the system or systems of records and (ii) the work to be performed by the contractor in terms of any one or combination of the following: (a) design, (b) development, or (c) operation; (2) to include the solicitation notification contained in this contract in every solicitation and resulting subcontract and in every subcontract awarded without a solicitation when the statement of work in the proposed subcontract requires the design, development, or operation of a system of records on individuals to accomplish an agency function; and (3) to include this clause, including this paragraph (3), in all subcontracts awarded pursuant to this contract which require the design, development, or operation of such a system of records.

(b) In the event of violations of the Act, a civil action may be brought against the agency involved where the violation concerns the design, develop- ,

ment, or operation of a system of records on individuals to accomplish an agency function, and criminal penalties may be imposed upon the officers or employees of the agency where the violation concerns the operation of a system of records on individuals to accomplish an' agency function. For purposes of the Act when the contract is for the operation of a system of records on individuals to accomplish an agency function, the contractor and any employee of the contractor is considered to be an employee of the agency, s

(c) The terms used in this clause have the following meanings:

(1) " Operation of a system of records" means performance of any of the activities associated with maintaining the system of records including the collection, use, and dissemination of records.

, (2) " Record" means any item, collection, or grouping of information about an individual that is maintained by an agency, including, but not limited i

. 4 s a

.. l 13 to, his education, financial transactions, medical history, and criminal or 6mployment history and that contains his name, or the identifying number, symbol, or other identifying particular assigned to the individual, such as a finger or voice print or, a photograph.

(3) " System of records" on individuals means a group of any records under the control of any agency from which information is retrieved by the name of the individual or by some identifying number, symbol, or other identifying particular assigned to the individual, l l

PERFORMANCE PROVISIONS NO. 2.0 2.1 Permits Except as otherwise directed by the Contracting Officer, the :ontractor shall procure all necessary permits or licenses and abide by all applicable laws, regulations, and ordinances of the United States and of the State, territory, and political subdivision in which the work under this contract is performed.

2.2 Safety, Health, and Fire Protection The contractor shall take all reasonable precautions in the performance of the work under this contract to protect the health and safety of employees and of members of the public and to minimize danger from all hazards to life and property and shall comply with all health, safety, and fire protection regulations and requirements (including reporting requirements) of the Com-mission and the Department of Labor. In the event that the contracter fails to comply with said regulations or requirements, the Contracting Officer may, without prejudice to any other legal or contractual rights of the Commission, issue an order stopping all or any part of the work; thereafter, a start order for resumption of work may be issued at the discretion of the Contracting Officer. The contractor shall make no claim for an extension of time or for compensation or damages by reason of or in connection with such work stoppage.

2. 3 Key Personnel (1-7.304-6)

The personnel specified in this contract are considered to be essential to the work being performed hereunder. Prior to diverting any of the specified individuals to other progams, the Contractor shall notify the Contracting Officer reasonably in advance and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the program. No diversion shall be made by the Contractor without the written consent of the Contracting Officer: Provided, That the ,

1 Contracting Officer may ratify in writing such diversion and such ratifica-tion shall constitute the consent of the Contracting Officer required by  :

this clause. The attachment to this contract may be amended from time to time during the course of the contract to either add or delete personnel, )

j as appropriate. l l

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14 2.4 Security (a) Cortractor's duty to safeguard Restricted Data, Formerly Restricted Data, and other classified information. The contractor shall, in accordance with the Commission's security regulations and requirements, be responsible for safeguarding Restricted Data, Formerly Restricted Data, and other classified

~ information and protecting against sabotage, espionage, loss and theft, the classified documents and material in the contractor's possession in connection with the performance of work under this contract. Except as otherwise expressly

- provided in this contract, the contractor shall, upon completion or termination of this contract, transmit to the Commission any classified matter in the possession of the contractor or any person under the contractor's control in I connection with performance of this contract.

It retention by the contractor of any classified matter is required af ter the completion or termination of the contract and such retention is approved by the Contracting Officer, the contractor will complete a certificate of possession to be furnished to the Commission specifying the classified matter to be retained. The certification shall identify the items and types or categories of matter retained, the conditions governing the retention of the matter and their period of retention, if known. If the retention is approved by the Contracting Officer, the security provisions of the contract will continue to be applicable to the matter retained.

(b) Regulations. The contractor agrees to conform to all security regulations and requirements of the Commission.

(c) Definition of Restricted Data. The term " Restricted Data," as used in this clause, means all data concerning (1) design, manufacture, or utili-zation of atomic weapons; (2) the production of special nuclear material; or (3) the use of special nuclear material in the production of energy, but shall not include data declassified or removed from the Restricted Data category pursuant to section 142 of the Atomic Energy Act of 1954, as amended.

(d) Definition of Formerly Restricted Data. The term "Formerly Restricted Data," as used in this clause, means all data removed from the Restricted Data category under section 142 d. of the Atomic Energy Act of 1954, as amended.

(e) Security Clearance Personnel. The contractor shall not permit any individual to have access to Restricted Data, Formerly Restricted Data, or other classified information, except in accordance with the Atomic Energy Act of 1954, as amended, and the Commission's regulations or requirements applicable

, to the particular type or category of classified information to which access is required.

(f) Criminal Liabilities. It is understood that disclosure of Restricted Data, Formerly Restricted Data, or other classified information relating to the work or services ordered hereunder to any person not entitled to receive  ;

it, or failure to safeguard any Restricted Data, Formerly Restricted Data, or any other classified matter that may come to the contractor or any person l

- under the contractor's control in connection with work under this contract, l l

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15 may subject the contractor, its agents, employees, or subcontractors to criminal liability under the laws of the United States. (See the Atodie Energy Act of 1954, as amended, 42 U.S.C. 2011 et seq.; 18 U.S.C. 793 and 794; and Executive Order 11652.)

(g) Subcontracts and Purchase Orders. Except as otherwise authorized in writing by the Contracting Officer, the contractor shall insert provisions similar to the foregoing in all subcontracts and purchase orders under this contract.

(h) In performing the contract work, the contractor shall assign classifications to all documents, material, and equipment originated or gen-erated by the contractor in accordance with classification guidance by the Commission. Every subcontract and purchase order issued hereunder involving the origination or generation of classified documents, material, or equiprent shall provide that the subcontractor or supplier shall assign classifications to all sucn documents, material, and equipment in accordance with classification guidance furnished by the contractor.

2.5 Subcontracts (1-7.402-0)

(a) The Contractor shall notify the Contracting Officer reasonably in.

advance of entering into any subcontact which (1) is cost-reimbursement type, time and materials, or labor-hour, or (2) is fixed-orice type and exceeds in dollar amount either $25,000 or 5 percent of the total estimated ccst of this contract, or (3) provides for the fabrication, purchase, rental, installation or other acquisition of special test equipment having a value in excess of

$1,000 or of any items of industrial facilities, or (4) has experimental, developtrental or research work as one of its purposes.

(b) In the case of a proposed subcontract which is (1) cost-re.mbursement type, time and materials, or labor-hour which would involve an estimated amount in excess of $10,000, including any fee, (2) is proposed to exceed

$100,000, or (3)is one of a number of subcontracts under this contract with a single subcontractor for the same or related supplies or tarvices which, in the aggregate are expected to exceed $100,000, the advance notification required ~

by (a), above, shall include: l (1) A description of the supplies or servies to be called for by the subcontract; (2) Identification of the proposed subcontractor and an explanation of why and how the proposed subcontractor was selected, including the degree of competition obtained; (3) The proposed subcontract price, together with the Contractor's cost or price analysis thereof; 4

(4) The subcontractor's current, complete, and accurate cost or pricing '

data and Certificate of Current Cost or Pricing Data when such data and certificate are required by other provisions of this contract to be obtained from the subcontractor;

16 (5) Identification of the type of subcontract to be used; (6) A memorandum of negotiations which sets forth the principal elements of the subcontract price negotiations. A copy of this memorandum shall be retained in the Contractor's file for the use of Government reviewing authorities.

The memorandum shall be in sufficient detail to reflect the most significant considerations controlling the establishment of initial or revised prices.

The memorandum should include an explanation of why cost or pricing data was, or was not required, and, if it was not required in the case of any price negotiation in excess of $100,000, a statement of the basis for determining '

that the price resulted from or was based on adeouate price competition, established catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation. If cost or pricing data was submitted and a certificate of cost or pricing data was required, the memorandum shall reflect the extent to which reliance was not placed upon the factual cost or pricing data submitted and the extent to which this cata was not used by the Contractor in determining the total price objective and in negotiating the final price. The memorandum shall also reflect the extent to which it was recognized in the negotiation that any cost or pricing  ;

data submitted by the subcontractor was not accurate, complete, or current; the action taken by the Contractor and the subcontractor as a result; and the effect, if any, of such defective data on the total price negotiated. Where the total price negotiated differs significantly from the Contractor's total price objective, the memorandum shall explain this difference; (7) When incentives are used, the memorandum of neDotiation shall contain l an explanation of the incentive fee / profit plan identifying each critical performance element, management decisions used to quantify each incentive  !

element, reasons for incentives on particular performance characteristics, and )

a brief summary of trade-off possibilities considered as to cost, performance, l' and time; and (8) The subcontractor's Disclosure Statement or Certificate relating to Cost Accounting Standards when such data are required by other provisions of this contract to be obtained from the subcontractor.

j (c) The Contractor shall obtain the written consent of the Contracting Officer prior to placing any subcontract for which advance notification is required under (a) above. The Contracting Officer may, in his discretion, ratify in writing any such subcontract; such action shall constitute the consent of the Contracting Officer as required by this paragraph (c).

(d) The Contractor agrees that no subcontract placed under this contract shall provide for payment on a cost plus-a percentage-of-cost basis.

(e) The Contracting Officer may, in his discretion, t,pcf fically approve in writing any of the provisions of a subcontract. However, such approval or the consent of the Contracting Officer obtained as required by this clause shall not be construed to constitute a determination of the allowability of any cost under this contract, unless such approval specifically provides that it constitutes a determination of the allowability of such cost.

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17 (f) The Contractor shall give the Contracting Officer immediate notice  !

in writing of any action or suit filed, and prompt notice of any claim made  !

against the Contractor by any subcontractor or vendor which in the opinion of  !

the Contractor, may result in litigation, related in any way to this contract,  ;

with respect to which the Contractor may be entitled to reimbursement from the- ,

Government.  ;

(g) Notwithstanding (c) above, the Contractor may enter into subcontracts [

within (i) or (ii) of (a) above, without the consent of the Contracting Officer, if the Contracting Officer has approved in writing the Contractor's procurement i system and the subcontract is within the scope of such approval. (This  ;

subparagraph (g) however, shall not be applicable to those subcontracts subject to paragraph (j) below, if any.) l (h) To facilitate small business participation in subcontracting under f this contract, the Contractor agrees to provide progress payments on the fixed price types of subcontracts of those subcontractors which are small  ;

business concerns, in conformity with the standards for customary progress l payments stated in the Federal Procurement Reguletions, Subpart 1-30.5, as in  !

effect on the date of this cot.cract. The Contractor further agrees that the  !

need for such progress payments will not be considered as a handicap or adverse '

factor in the award of subcontracts. j (i) The Contractor shall select subcontractors (including suppliers) on [

a competitive basis to the tr.aximum extent consistent with the objectives and  !

requirements of this Contract. l 2.6 Consultant or Other Comparable Employment Services of Contractor Employees  !

The contractor shall require all employees who are employed full-time (an i individual who performs work under the cost-type contract on a full-time i annual basis) or part-time (50 percent or more of regular annual compensation  !

received under terms of a contract with the Commission) on the contract work [

to disclose to the contractor all consultant or other comparable employment [

services which the employees proposed to undertake for others. The contractor  ;

sht.ll transmit to the Contracting Officer all information obtained i from such disclosures. The contractor will require any employee who will be '

employed full-time on the contract to agree, as a condition of his partici-  ;

pation in such work, that he will not perform consultant or other comparable  !

employment services for another Commission cost-type contractor under its  !

contract with the Commission except with the prior approval of the contractor.  !

2.7 Litigation and Claims (a) Initiation of litigation. The contractor may, with the prior"  !

written authorization of the Contracting Officer, and shall, upon the l request of the Commission, initiate litigation against third parties, including j proceedings before administrative agencies, in connection with this contract. 1 The contractor shall proceed with such litigation in good faith and as r directed from time to time by the Contracting Of ficer. l i

18 (b) Defense and settlement of claims. The contractor shall give the Contracting Officer immediate notice in writing (1) of any action, including any proceeding before an administrative agency, filed against the contractor arising out of the performance of this contract, and (2) of any claim against

' the contractor, the cost and expense of which is allowable under the clause entitled " Allowable Costs." Except as othetvise directed by the Contracting ,

Officer, in writing, the contractor shall furnish immediately to the Contracting Officer copies of all pertinent papers received by the contractor with respect to such action or claim. To the exterst not in conflict with any applicable policy of insurante, the contractor may with the Contracting Officer's approval settle any such action or claim, shall effect at the Con-tracting Officer's request an assignment and subrogation in favor of the Government of all the contractor's rights and claims (except those against the Government) arising out of any such action or claim against the contractor, and, if required by the Contracting Officer, shall authorize representatives of the Government to settle or defend any such action or claim and to represent the contractor in, or to take charge of, any action. If the settlement or defense of an action or claim against the contractor is under-taken by the Government, the contractor shall furnish all reasonable assistance in effecting a settlement or asserting a defense. Where an action against the contractor is not covered by a policy of insurance, the contractor shall, with the approval of the Contracting Officer, proceed with the defense of the action in good faith at the expense of the Government:

Provided, however, the Government shall not be liable for such expense to the extent that it would have been compensated for by insurance which was required by law or by the written direction of the Contracting Officer, but which the contractor failed to secure through its own fault or negligence.

2. 8 Excusable Delays (1-8.708)

Except with respect to defaults of subcontractors, the cuntractor shall not be in def ault by reason of any f ailure in performance of this contract in accordance with its terms (including any failure by the contractor to make progress in the prosecution of the work hereunder which endangers such perfor-mance) if such failure arises out of causes beyond the control and without the fault or negligence of the contractor. Such causes may include, but are not restricted to acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, f reight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of the contractor. If the failure to perform is caused by the failure of the subcontractor to perform or make

, progress, and if such failure arises out of causes beyond the control of both the contractor and subcontractor, and without the fault or negligence of either of them, the contractor shall not be deemed to be in default, unless (d) the supplies or services to be furnished by the subcontractor were obtain-able from other sources, (b) the Contracting Of ficer shall have ordered the contractor in writing to procure such supplies or services from such other sources, and (c) the contractor shall have failed to comply reasonably with

, such Order. Upon request of the contractor, the Contracting Officer shall ascertain the facts and extent of such failure and, if he shall determine that 4 t

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l 19 any failure to perform was occasioned by any one or more of the said causes, l the delivery schedule shall be revised accordingly, subject to the rights of -

the Government under the clause hereof entitled " Termination for Default or for Convenience of the Government." (As used in this clause, the terms "sub-contractor" and " subcontractors" means subcontractor (s) at any tier.)  ;

2.9 Changes (1-7.404-5)

(a) The Contracting Officer may at any time, by a written order, and without notice to the sureties, if any, make enanges, within the general scope of this contract, in any one or more of the following:  :

(i) Drawings, designs, or specifications; (ii) Method of shipment or packing; and l (iii) Place of inspection, delivery, or acceptance. }

(b) If any sucn change causes an increase or decrease in the estimated i for the performance of any part of the work cost underof, orcontract, this the timewhether required, c hanged or not changed by any such order, or .

otherwise affects any other provision of this contract, an equitable  !

adjustment shall be made:

(1) In the estimated cost or delivery schedule, or both; (ii) In the amount of any fixed fee to be paid to the Contractor; and (iii) In such other provisions of the contract as may be affected, and the contract shall be modified in writing accordingly.  ;

Any claim by the Contractor for adjustment under this clause must be  !

asserted within thirty (30) days from the date of receipt by the Contractor of l the notification of change; Provided, however, That the Contracting Officer, j if he decides that the facts justify such action, may receive and act upon any  ;

such claim asserted at any time prior to final payment under this contret. t Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled " Disputes."  !

However, except as provided in paragraph (c) below, nothing in this clause  ;

, shall excuse the Contractor from proceeding with the contract as changed.  !

i (c) Notwithstanding the provisions of paragraphs (a) and (b) above, the  ;

estimated cost of this contract and, if this contract is incrementally funded, '

the funds allotted for the performance thereof, shall not be increased or deemed to be increased except by specific written modification of the contract indicating the new contract estimated cost and, if this contract is incrementally funded, the new amount alletted to the contract. Until such modification is made, the Contractor shall not be obligated to continue per-formance or incur costs beyond the point established in the clause of this contract entitled " Limitation of Cost" or " Limitation of Funds."

20 In the foregoing clause, the period of " thirty (30) days" within which any claim for adjustment must be asserted, may be varied in accordance with agency procedures.

2.10 Inspection _(1-7.402-5(c))

The Government, through any authorized representatives, has the right at all reasonable times, to inspect, or otherwise evaluate the work performed or being performed hereunder and the premises in which it is being performed. If any inspection, or evaluation is made by the Government on the premises of the Contractor or a subcontractor, the Contractor shall provide and shall require his subcontractors to provide all reasonable facilities ano assistance for the safety and convenience of the Government representatives in the performance of their. duties..All inspections and evaluations shall be performed in such a manner as will not unduly delay the work.

2.11 Required Source of Jewel Bearing (1-1.319)

(a) For the purpose of this clause:

(1) " Jewel bearing" means a piece of synthetic sapphire or ruby of any f shape, except a phonograph needle, which has one or more polished surfar.es and which is suitable for use in an instrument, mechanism, subassembly, or part without any additional processing. A jewel bearing may be either unmounted or mounted into a ring or bushing. Examples of jewel bearings are: Watch holes -

olive, watch holes - straight, pallet stones, roller jewels (jewel pins), end stones (caps), vee (cone) jewels, instrument rings, cups, double cups, and orifice jewels. As used herein, the term " jewel bearings" includes "related items." %

(2) "Related items" means other synthetic sapphire or ruby components.

Examples of related items are pivots, knife edges, insulators, spacers, windows, and striking surfaces other than pallet stones.

(3) " Price list" means the of ficial U.S. Government Jewel Bearing Price List for jewel bearings produced by the William Langer Jewel Bearing Plant.

This list is issued periodically by the General Services Administration.

(4) " Plant" means the Government-owned William Langer Jewel Bearing Plant, Rolla, N. Dak.

(5) " Military Standard Jewel Bearing" means a jewel bearing conforming to Military Specification No. MIL-B-27497 (latest revision) entitled " Bearings, Jewel, Sapphire or Ruby, Synthetic."

(b) Jewel bearings required in the performance of this contract shall be procured from the Plant at prices established in the price list dated (date to be filled in by Contracting Officer). Each purchase order issued to the Plant under this contract shall include the prime contract number and date of the price list cited aDove. The Contractor agrees that the quantities, types, and sizes (including tolerances) of jewel bearings 50 ordered will be those required

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21-for the performance of this contract. Within 90 calendar days after the effective date of this contract, the Contractor shall furnish to the Contracting

• Officer a certification that the required jewel bearings were ordered pursuant to this clause. The Contractor agrees to notify the Contracting Officer promptly of the rejection of his (or any subcontractor's) purchase order in whole or in part by the Plant. The requirement for purchase and use of jewel bearings from the Plant will be waived to the extent of orders rejected because of the Plant's inability to deliver, If such a waiver is granted, an equitable adjustment shall be made in the contract price or delivery schedule, or both, in.accordance with the " Changes" clause of this contract. Further, the require-ment for use (but not the requirement for purchase from the Plant) of jewel bearings may be waived by the Contracting Officer when such waiver is determined ,

by him to be consistent with established policy. '

(c) The Contractor agrees to use Langer-made jewel bearings in the production of subassemolies or end items under this contract or in nis commercial production.

(d) Whenever it is necessary for the Contractor or any subcontractor to redesign or reengineer jeweled items in order to satisfy specific performance requirements, the Contractor or subcontractor shall provide in such redesign for the use of military standard jewel bearings. This requirement does not apply when the dimensional tolerances or configurations of military standard jewel bearings are such that their use in the product would prevent attainment of the required level of performance specified for the item. However, when one or more nonstandard bearings must be used to satisfy performance require-ments of the jeweled item but military standard jewel bearings will function satisfactorily for other applications within the same item, the item will be i required to be redesigned to provide for the use of military star 4ard jewel l bearings in such "other" applications. The Contractor or subcontractor is not required to redesign a jeweled item solely for the purpose of converting from the use of nonstandard to military standard jewel bearings. Nothing in this i contract shall prevent any Contractor or subcontractor from voluntarily redesigning a jeweled item solely to accommodate the use of military standard jewel bearings.

(e) If at the end of this contract period, the total quantity of and items actually ordered under this contract is less than the total sstimated quantity,'and the Contractor, pursuant to paragraph (b) of this clause, has purchased a larger quantity of Langer-made jewel bearings than used in deliveries made under this contract, an equitable adjustment shall be made (if requested by the Contractor within 90 days after the end of the contract period) to reimburse the Contractor for any additional costs resulting from such excess purchase but in no event shall such additional costs cover more jewel bearings tnan necessary to deliver the total estimated quantity of and items. Such excess jewel bearings shall be disposed of as directed by the Contracting E Officer. However, such excess jewel bearings may be used in eartial satis-

l. faction of the requirements to purf.hase Langer-made jewel bearings pursuant to I paragraon (b) of this clause where a subsequent contract to furnish similar

~

end items to the Government is entered into with the same Contractor. In this situation the requirement to purchase and use jewel bearings from the Plant

l 22 1

l will be waived up to the amount of such excess jewel bearings in Contractor's i possession upon submission of a written request by the Contractor, Such I request shall contain documented evidence in support of the waiver of purchase and nonuse of such excess jewel bearings. If such waiver is granted, an equitable adjustment to the extent of differences in price lists shall be made l in the contract price in accordance with the " Changes" clause of this contract.

(f) The Contractor agrees to retain for 3 years from the date of final payment under this contract and upon request of the Contracting Officer to make available during that period records showing compliance with this cladse. ,

l (g) The Contractor agrees to insert this clause, including this paragraph (g), in every subcontract and purchase order issued in performance of this contract unless he knows that the subassembly, component, or part being purchased does not contain jewel bearings.

2.12 Government Property (1-7.203-21) ,

1 I

(a) The Government shall deliver to the Contractor, for use in connection with and under the terms of this contract, the property in the Schedule or specifications, together with such related data and information as the Con-tractor may request and as may reasonably be required for the intended use of such property (hereinafter referred to as " Government-furnished Property').

The delivery or performance dates for the supplies or services to be furnished I by the Contractor under this contract are based upon the expectation that j Government-furnished property suitable for use wil'l be delivered to the Con- .

tractor at the times stated in the Schedule or, if not so stated, in sufficient l time to enable the Contractor to meet such delivery or performance dates. In the event that Government-furnished property is not delivered to the Contractor by such time or times, the Contracting Officer shall, upon timely written request made by the Contractor make a determination of the delay, if any, occasioned the Contractor and shall equitably adjust the estimated cost, fixed fee, or delivery or performance dates, or all of them, and any other contractual provisions affected by any such delay in accordance with the procedures provided for in the clause of this contract entitled " Changes." In the event that Government-furnished property is received by the Contractor in a condition not suitable for intended use, the Contractor shall, upon receipt thereof notify the contracting officer of such fact and, as directed by the Contracting Officer, either (1) return such property at the Government's expense or otherwise l dispose of the property, or (2) effect repairs or modifications. Upon completion 1

of (1) or (2) above, the Contracting Officer upon written request of the Contractor shall equitably adjust the estimated cost, fixed fee, or delivery or performance dates, or all of them, and any other contractual provision affected by the return or disposition, or the repair or modification in accordance with the procedures provided for in the clause of this contract entitled " Changes." The foregoing provisions for adjustment are exclusive and the Gove*nment shall not be liable to suit for breach of contract by reason of any delay in delivery of Government-furnished property or delivery of such property in a condition not suitatsle for its intended use.

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l 23 . l (b) (1) By notice in writing the Contracting Officer may (i) decrease the property furnished or to be furnished by the Government under this contract, or (ii) substitute other Government-owned property for property to be furnished by the Government, or to be acquired by the Contractor for the Government -

under this contract. The Contractor shall promptly take such action as the Contracting Officer may direct with respect to the removal and shipping of property covered by such notice. i (2) In the event of any decrease in or substitution of property pursuant to paragraph (1), above, or any withdrawal of authority to use property pro-vided under any contract or lease, which property the Government had agreed in the Schedule to make available for the performance of this contract, the Contracting Officer, upon the written request of the contractor (or, if the substitution of property causes a decrease in the cost of performance, on his )

own initiative), shall equitably adjust such contractual provisions as may be '

affected by the decrease, substitution, or withdrawal in accordance with the proceduresprovidedforInthe" Changes"clauseofthIscontract.

(c) Title to all property furnished by the Government shall remain in j the Government. Title to all property purchased by the Contractor, for the j cost of which the Contractor is entitled to be reimbuted as a direct item of ,

cost under this contract, shall pass a and vest in the Government upon delivery '

of such property by the vendor. Title tu otner property, tne cost of which is reimbursable to the Contractor under the contract, shall pass to and vest in the Government upon (1) issuance for use of such property in the performance of this contract, or (2) commencement of processing or use of such property in the performance of this contract, or (3) reimbursement of the cost thereof by the Government in whole or in part, whichever first occurs. All Government-furnished property, together with all property acquired by the Contractor title to which vests in the Government under this paragraph, are subject to 1 the provisions of this clause and are hereinafter collectively referred to as l "Govemment property." Title to and Government property shall not be affected {

by the incorporation or attachment thereof to any property not owned by the i Government, nor shall such Government property, or any part thereof, be or '

become a fixture or lose its identify as personalty by reason of affixation to any realty.

(d) The Contractor shall be directly responsible for and accountable for all Government property provided under this contract. The contractor shall establish and maintain a system to control, protect, preserve, and maintain j all Government prorirty. This system shall, upon request by the Contracting Officer, be submi' the Contracting .d for review e ficer. and, if satisfactoryIn The Contractor shall mainta and make availableapproved in w such records as are required by the approved system end must account for all Government property until relieved of responsibility therefor in accordance with the written instructions of the Contracting Officer. To the extent directed by the Contracting Officer, the Contractor shall identify Government property by marking, tagging, or segregating in such manner as to clearly indicate its ownership by the Government.

[

i 24 (e) The Government property shall, unless' otherwise provided herein or approved by the Contracting Officer, be used only for the performance of this contract.

L(f) The Contractor shall. maintain and administer, in accordance with sound industrial practice, a program for, the utilization, maintenance, repair, protection, and preservation of Government property so as to assure its full ,

availability'and_ usefulness for the performance of this contract. The Con-tractor shall take all reasonable steps to. comply with all appropriate directions  !

or instructions which the Contracting Officer may prescribe as reasonably i necessary for the protection of Government property.

(g) (1) 'The Contractor shall not be liable for any loss of or damage to the Government property, or for expenses. incidental to such loss or damage, except thrt the Contractor shall be responsible for any such loss or damage

'(including expenses incidental thereto): '

(i) Which results from willful misconduct or lack of good faith on ,

the part of any one of the Contractor's directors or officers, or on the part of any of his managers, superintendents, or other equivalent representatives,  !

who has supervision or direction of:

(A) All or substantially all of the Contractor's business; or (B) All or substantially all of the Contractor's operations at any one plant or separate location in which this contract is being performed; or (C) A separate and complete major industrial operation in connection T

with the performance of this contract.

(ii) Which results from a failure on the part of the Contractor, due to the willful misconduct or lack of good faith on the part of any of his .

directors, officers, or other representatives mentioned in subparagraph (i), i above:

(A) To maintain and administer, in accordance with sound industrial

' practice, the program for utilitation, maintenance, repair, protection, and preservation of Government property as required by paragraph (f) hereof, or to take all reasonable steps to comply with any appropriate written direction of the Contracting Officer under paragraph (f) hereof; or (B) To establish, maintain, and adminster in accordance with

-paragraph (d) hereof a. system for control of Government property.

(iii) For which the Contractor is otherwise responsible under the express terms of the clause of clauses designated in the Schedule; (iv) Which results .from a risk expressly required to be insured under this contract, but only to the extent of the insurance so required to be procured and maintained, or to the extent of insurance actually procured and maintained, whichever is greater; or

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25 i

(v) Which results from a risk which is in fact covered by insurance or for which the Contractor is otherwise reimbursed, but only to the extent of such insurance or reimbursement.

Any failure of the Contractor to act, as provided in subparagraph (ii),

• I above, shall be conclusively presumed to be a failure resulting from willful '

misconduct, or lack of good faith on the part of such directors, officers, or other representatives mentioned in subparagraph (i), above, if the Contractor  ;

is notified by the Contracting Officer by registereo or certified mail addressed to one of such directors, officers, or other representatives, of the Govern- ,

ment's disapproval, withdrawal of approval, or nonacceptance of the Contractor's program or system. In such event it shall be presumed that any loss or damage l to Government property resulted from such failure. The Contractor shall be  !

liable for such loss or damage unless he can establish by clear and convincing evidence that such loss or damage did not result from his failure to maintain I an approved program or system, or occurred during such time as an approved program or system for control of Government property was maintained.

If more than one of the above exceptions shall be applicable in any case, the Contractor's liability under any one exception shall not be limited by any other exception. If the Contractor transfers Government preperty to the possession and control of a subcontractor, the transfer shall not affect the liability of the Contractor for loss or destruction of or riamage to the pro-perty as set forth above. However, the Contractor shall require the sub-contractor to assume the risk of, and be responsible for, any loss or des-truction of or damage to the property while in the latter's possession or control, except to the extent that the subcontract, with the prior approval of the Contracting Officer, provides for the relief of the subcontractor from such liability. In the absence of such approval, the subcontract shall contain appropriate provisions requiring the return of all Government property in as good condition as when received, except for reasonable wear and tear or for the utilization of the property in accordance with the provisions of the prime contract.

(2) The Contractor shall not be reimbursed for, and sna11 not include as an item of overhead, the cost of insurance, or any provisions for a reserve, covering the risk of loss of or damage to the Government property, except to the extent that the Government may have required the Contractor to carry such  !

insurance under any other provisions of this contract.

l l

(3) Upon the happening of loss or destruction of or damage to the Govern- l ment property, the Contractor shall notify the Contra Ging Officer thereof, and shall communicate with the loss and salvage organization, if any, now or hereafter designated by the Contracting Officer, and with the assistance of the loss and salvage organizations so designated (unless the Contracting Officer has designated that no such organization be employec), shall take all reasonable steps to protect the Government property from further damage, separate the damaged and undamaged Government property, put all tne Government l property in the best possible order, and furnish to tne Contracting Officer a j statement of:  ;

)

26 l (i) The lost, destroyed, and damaged Government property; ,

(ii) The time and origin of the loss, destruction, or damage;

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(iii) All known interests in commingled property of which the Govern-

. ment property is a part; and 3 (iv) The insurance, if any, covering any part of or interest in such  ;

commingled property.  !

The Contractor shall make repairs and rennovations of the damaged Govern-ment property or take such other action as the Contracting Officer directs. *

(4) In the event the Contractor is indemnified, reimbursed, or otherwise compensated for any loss or destruction of or damage to the Gover.nent pro-perty, he shall use ' the proceeds to repair, renovate, or replace the Government  ;

property involved, or shall credit such proceeds against the cost of the work "

covered by the contract, or shall otherwise reimburse the Government, as '

directed by the Contracting Officer. The Contractor shall do nothing to pre-Judice the Government's right to recover against third parties for any such lorss, destruction, or damage and, upon the request of the Contracting Officer, '

shall, at the Government's expense, furnish to the Government all reasonable assistance and cooperation (including the prese:Ution of suit and the execu-tion of instruments of assignment in favor of the Government) in obtaining recovery. In addition, where the subcontractor has not been relieved from liability for any loss or destruction of or damage to Government property, the  !

Contractor shall enforce the liability of the subcortractor for such loss or destruction of or damage to the Government property for the benefit of the 1 Government. i (h) The Commission, and any persons designated by it, shall at all I reasonable times have access to the premises where any of the Government I property is located, for the purpose of inspecting the Government property. ]

(i) Upon the completion of this contract, or at such earlier dates as '

may be fixed by the Contracting Officer, the Contractor shall submit to the Contracting Officer in a form acceptable to him, inventory schedules covering all items of the Government property not consumed in the performance of this contract, or not theretofore delivered to the Government, and shall deliver or make such other disposal of such Government property as may be directed or authorized by the Contracting Officer. The net proceeds of any such disposal shall be credited to the cost of the work covered by the contract or shall be paid in such manner as the Contracting Officer may direct. The foregoing pro- l visions shall apply to scrap from Government property: Provided, however, l That the Contracting Officer may authorize or direct the Contractor to omit from such inventory schedules any scrap consisting of faulty castings or forgings, or cutting and processing waste, such as chips, cuttings, borings, 1 turnings, short ends, circles, trimmings, clippings, and remnants, and to

,. dispose of such scrap in accordance with the Contractor's established accounting procedures.

1 1

27 (j) Unless otherwise provided herein, the Government:

(i) May abandon any Government property in place, and thereupon all *l" obligations of the Government regarding such abandoned property shall cease; and (ii) Has no obligation to the Contractor with regard to restoration or rehabilitation of the Contractor's premises, neither in case of abandonment 1 (paragraph (j) (i), above), disposition on completion of need or of the contract (paragraph (i), above), nor otherwise, except for restoration or rehabilitation i costs caused by removal of Government property pursuant.to paragraph (b),

above.  !

(k) All communica*. ions issued pursuant to this clause shall be in writing.

SOCIO-ECONOMIC PROVISIONS NO. 3.0 )

3.1 Employment of the Handicapped (FPR Temp. Reg. 38)

(a) The contractor will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. The contractor agrees to take affirmative action to employ, advance in employment and otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicap in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

(b) The contractor agrees to comply with the rules, regulations, and l relevant orders of the Secretary of Labor issued pursuant to the Rehabilitation Act of 1973, as amended. ,

(c) In the event of the Contractor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with  !

the rules, regulations and relevant orders of the Secretary of Labor issued pursuant to the Act.

(d) The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed ,

by the Director, Office of Federal Contract Compliance Programs, Department of Labor, provided by or through the Contracting Officer. Such notices shall state the contractor's obligation under the law to take affirmative action to employ and advance in employment qualified handicapped employees and applicants for employment, and the rights of applicants and employees.

(e) The Contractor will notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding that the contractor is bound by the terms of section 503 of tne Act, and is committed to take affirmative action to employ and advance in employment physically and mentally handicapped individuals.

28 (f) The Contractor will include the provisions of this clause in every subcontract or purchase order of $2,500 or more unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 503 of the Act, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the Director of the Office of Federal Contract Compliance Programs may direct to enforce such provisions, including action for noncompliance.

3.2 Disabled Veterans and Veterans of the Vietnam Era (FPR Temp. Reg. 39)

(a) The contractor will not discriminate against any employee or applicant for employment because he or she is a disabled veteran or veteran of the Vietnam era in regard to any position for which the employee or applicant for employment is qualified. The contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disatled veterans and veterans of the Vietnam era without discrimination based upon their disability or veterans status in all employment practices such as the folicwing: employ-ment upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or otner forms of compensation, and selection for training, including apprenticeship.

(b) The contractor agrees that all suitable employment openings of the contractor which exist at the time of the execution of this contract and those which occur during the performance of this contract, including those not generated by this contract and including those occurring at an establishment of the contractor other than the one wherein the contract is being performed but excluding those of independently operated corporate affiliates, shall be listed at an appropriate local office of the State employment service system wherein the opening occurs. The contractor further agrees to provide such reports to such local office regarding employment openings and hires as may be required.

State and local government agencies holding Federal contracts of $10,000 or more shall also list all their suitable openings with the appropriate office of the State employment service, but are not required to provide those

, reports set forth in paragraphs (d) and (e).

(c) Listing of employment openings with the employment service system pursuant to this clause shall be made at least concurrently with the use of any other recruitment source of effort and shall involve the normal obliga-tions which attach to the placing of a bona fide job order, including the acceptance of referrals of veterans and nonveterans. The listing of employment openings does not require the hiring of any particular job applicant or from any particular group of job applicants, and nothing herein is intended to relieve the contractor from any requirements in Executive orders or regulations regarding nondiscrimination in employment.

(d) The reports required by paragraph (b) of this clause shall include,

. but not be limited to, periodic reports which shall be filed at least quarterly with the appropriate local office or, where the contractor has more than one

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.. c.

29 hiring location in a. State, with the central office of that State employment

. service. Such reports shall indicate for each hiring location (1) the number '

of individuals hired during the reporting period, (2) the number of nondisabled veterans of the Vietnam era hired,.(3) the number of disabled veterans of the Vietnam era hired, and (4) the total number of disabled veterans hired. The

. reports should include covered veterans hired for on-the-job training under 38 U.S.C. 1787. .The contractor shall submit a report within 30 days after the l end of each reporting period wherein any performance is made on this contract identifying data for each hiring location. The contractor shall maintain at each hiring location copies of the ' reports submitted until the expiration of one year after final payment under the contract, during which time these reports and related documentation shall be made available, upon request, for.

examination by any authorized representative of the contracting officer or of the Secretary of. Labor. Documentation would include personnel records respecting job openings, recruitment, and placement.

(e) Whenever the contractor becomes contractually bound to the listing provisions of this clause, it shall advise the employment service system in l each State where it has establishments of the name and location of each hiring location in the State. As long as the contractor is contractually bound to I j

these provisions and has so advised the State system, there is no need to '

advise the State-system of subsequent contracts. The contractor may advise the State system when it is no longer bound by this contract clause.

-(f) This clause does not apply to the listing of employment openings  ;

which occur and are filled outside the 50 states, the District of Columbia, Puerto Rico, Guam, and the Virgin Islands.

(

I (g) The provisions of paragraphs (b), (c), (d), and (e) of this clause do not apply to openinings which the contractor proposes to fill from within his I own organization or to fill pursuant to a customary and traditional employer-  !

union hiring arrangement. This exclusion does not apply to a particular opening once an employer decides to consider applicants outside of his own organization or employer-union arrangement for that opening.

(h) As used in this clause: (1) "All suitable employment openings" includes,. but is not limited to, openings which occur in the following job categories: production and non production; plant and office; laborers and mechanics;-supervisory and nonsupervisory; technical; and executive, admini-strative, and professional openings that are compensated on a salary basis of less than $23,000 per year. This term includes full-time employment, temporary employment of more than 3 days' duration, and part-time employment.

It does not include openings which the contractor proposes to fill from within his own organization or to fill pursuant to a customary and traditional d employer-union hiring arrangement nor openings in an educational institution which are restricted to students of that institution. Under the most compel-ling circumstances an employment opening may not be suitable for listing, including such situations where the needs of the Government cannot reasonably be otherwise supplied, where listing would be contrary to national security, or where the requirement of listing would otherwise not be for the best interest of the Government.

30 (2) " Appropriate office of the State employment service system" means the local office of the Federal / State national system of public employment offices with assigned responsibility for serving the area where the employ-ment opening is to be filled, including the District of Columbia, Guam, Puerto Rico, and the Virgin Islands.

(3) " Openings which the contractor proposes to fill from within his own organization" means employment openings for which no consideration will be .

~ given to. persons outside the contractor's own organization (including any i affiliates, subsidiaries, and parent companies), and includes any openings j which the contractor proposes to fill from regularly established " recall"  !

lists.  ;

i (4) " Openings which the contractor proposes to fill pursuant to a ,

customary and traditional employer-union hiring arrangement" means employment  ;

openings which the contractor proposes to fill from union halls, which is j part of the customary and traditional hiring relationship which exists between the contractor and representative of his employees.

(i) The contractor agrees to comply with the rules, regulations, and relevant orders of the Secretary of Labor issued pursuant to the Act.

(j) In the event of the contractor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with the rules, regulations, and relevant orders of the Secretary of Labor issued pursuant to the Act.

(k) The contractor agrees to post in conspicuous places available to employees and applicants for employment notices in a form to be prescribed by the Director, provided by or through the contracting officer. Such notice shall state the contractor's obligation under the law to take affirmative action to employ and advance in employment qualified disabled veterans and veterans of tree Vietnam era for employment, and the rights of applicants and employees. l l

(1) The cor. tractor will notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding that the contractor is bound by terms of the Vietnam Era h teran's Readjustment Assistance Act and is committed to take affirmative action to employ and advance in employment qualified disabled veterans and veterans of the Vietnam era.

(m) The contractor will include the provisions of this clause in every subcontract or purchase order of $10,000 or more unless exempted by rules, regulations, or orders of the Secretary issued pursuant to the Act, so that such provisions will be binding upon each subcontractor or vendor. The con-tractor will take such action with respect to any subcontract or purchase order as the Director of the Office of Federal Compliance Programs may direct to enforce such provisions, including action for noncompliance.

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3.3 Convict Labor (1-12.204)

In connection with the performance of work under this contract the Contractor agrees not to employ any person undergoing sentence of imprisonment except as provided by Public Law 89-176, September 10, 1965 (18 U.S.C. 4082(c)(2)) and Executive Order 11755, December 29, 1973.

3.4 Equal Opportunity (1-12.803-2)

(The following clause is applicable unless this contract is exempt under the rules, regulations, and relevant orders of the Secretary of Labor (41 CFR, ch. 60)).

During the performance of this contract, the contractor agrees as follows:

(a) The contractor will not discriminate against any employee or applicant for empicyment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, or national origin. Such action shall include, but not be limited to, the following: amployment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

The contractor agrees to pose in conspicuous places, available to employees end applicants for employment, notices to be provided by the Contracting Officer setting forth the provisions of this Equal Opportunity clause.

(b) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, or national origin.

(c) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract i or understanding, a notice, to be provided by the agency Contracting Officer, I advising the labor union or workers' representative of the contractor's com-mitments under this Equal Opportunity clause, and shall post copies of the notice in conspicuous places available to employees and applicants for I employment. l l

(d) The contractor will comply with all provisions of Executive Order l No. 11246 of September 24, 1965, and of the rules, regulations, and relevant l orders of the Secretary of Labor.

i (e) The contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and ordr.rs.

- - - _ - - - - -- - _ _,-.D 7

4 o s T.

32 (f) In the event of the contractor's noncompliance with the Equal Opportunity clause of this contract or with any of the said rules, regulations, or orders, this contract may'be cancelled, terminated, or suspended, in  ;

whole or in part, and the contractor may be declared ineligible for further ,

Government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions may be imoosed and remedies invoked as.provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as ,

otherwise provided by law.

(g) The contractor will include the provisions of paragraphs (a) through (g) in every subcontract or purchase order unless exempted by rules, regula-tions, or orders of the Secretary of Labor issued pursuant to section 20A of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the' contracting agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, That in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency, the contractor i may request the United States to enter into such litigation to protect the interests of the United States. ,

3.5 Preference for U.S. Flag Air Carriers (1-1.323-2) i (a) Pub. L.93-623 requires that all Federal agencies and Government contractors and subcontractors will use U.S. flag air carriers for inter-national air transportation of personnel (and their personal effects) or property to the extent service by such carriers is available. It further provides that the Comptroller General of the United States sha21 disallow any expenditures from appropriated funds for international alte trenssutation on other than a U.S. flag air carrier in the absence of satisfactory ornof of the necessity therefor.

(b) The contractor agrees to utilize U.S. flag air carriers for international air transportation of personnel (and their personal effects) or property to the extent service by such carriers is available.

(c) In the event that the contractor ' selects a carrier other than a  ;

U.S. f. lag air carrier for international air tran nortation; he will include  ;

a certification on vouchers involving such transportation which is essentially as follows:

CERTIFICATION OF UNAVAILABILITY OF U.S.. FLAG AIR CARRIERS I hereby certify that transportation service for' personnel (and their i personnel effects) or property by certificated air carrier was unavailable .

for the following reasons:1 (state reasons)

.15ee Federal Procurement Regulations (41 CFR 1-1.323-3).

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(d) The terms used in this clauta have the following meanings: {

(1) " International air transportation" means transportation of persons

~

l (and their personal effects) or prcperty by air between a place in the i United States and a place,outside thereof or between two places both of which j are outside the United States.

(2) "U.S. Flag air carrier" means one of a class of air carriers. holding j a certificate of public convenience and necessity issued by the Civil Aero-  :

nautics Board, approved by the President, authorizing operations between the l United States and/or its territories and one or more toreign countries.

t (3) The term " United States" includes the fifty states, Commonwealth  !

of Puerto Rico, possessions of the Unitefi States, and the District of  !

Columbia.  !

(e) The contractor shall include the substance of this clause, including i this paragraph (e), in each subcontract or purchase hereunder which may )

invch;; international air transportstion. {

I 3.6 Use of U.S. Flag Comercial Vessels (1-19.108-2)

(a) The Cargo Preference Act of 1954 (Pub. L. 664, August 26, 1954,  ;

68 Stat. 032, 46 U.S.C.1241(b)), requires that Federal departments or l agencies shall transport at least 50 percent of the gross tonnage (computed  ;

separately for dry bulk carriers, dry cargo liners, and tankers) of equipment, '

materials, or comodities which may be transported on ocean vessels, on privately owned United States flag commercial vessels. Such transportation  ;

shall be accomplished whenever:  ;

(1) Any equipment, materials, or commodities, within or outside the i United States, which :may be transported by ocean vessel, are:

(A) Procured, contracted for, or otherwise obtained for the agency's accocnt; or (B) Furnished to or for the account of any foreign nation without  ;

provision for reimbursement. >

(2) Funds or credits are advanced or the convertibility of foreign  !

currencias is guaranteed in connection with furnishing such equipment, i materials, or commodities wnich may be transported by ocean vessel. l NOTE: This requirement does not apply to small purchases as defined in 41 CFR 1-3.6 ce to , cargoes carried in the vessels of the Panama Canal Company.  ;

(b) The sentractor agrees as fe,11ows:

(1) To utilize privately owned United States flag commercial vessels to snip at least 50 percent of the gross tonnage (computeo separately for dry bulk carriers, dry cargo liners, and tankers) involved whenever shipping l

l l

i

3A any equipment, material, or commodities under the conditions set forth in (a) above pursuant to this contract to the extent such vessels are available at fair and reasonable rates for United States flag commercial vessels.

NOTE: Guidance regarding fair and reasonable rates for United States flag vessels may be obtained from the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, D.C. 20230; Area Code 202. phone 377-3449.

(2) To furnish, within 15 working days following the date of loading l for shipments originating within the United States or within 25 working days following the date of loading for shipments originating outside the L;nited States, a legible copy of a rated " onboard" commercial ocean bill of lading in English for each shipment of cargo covered by the provisions in (a) above l to both the Contracting Officer (through the prime contractor in the case of subcontractor bills of lading) and to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, D.C. 20230.

(3) To insert the substance of the provisions of this clause in all subcontracts issued oursuant to this contract except for small purchases as defined in 41 CFR 1-3.6.

3.7 Buy American Act (1-6.104-5)

(a) In acouiring end products, the Buy American Act (41 U.S. Code 10a-10d) provides that the Government give preference to domestic source end products.

For the purpose of this clause:

(i) " Components" means those articles, materials, and suoplies which are directly incorporeted in the end products; (ii) "End products" means those articles, materials, and suoplies which are to M ennuired under this contract for Dublic use; and (iii) A " domestic source end product" means (A) an unmanufactured end product which has been mined or produced in the United States and (B) an end product manufactured in the United States if the cost of the components thereof which are mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. For the purposes of this (a)

(iii) (B), components of foreign origin of the same type or kind as the pro-aucts referred to in (b) (ii) or (iii) of this clause shall be treated as components mined, produced, or manufactured in the United States.

(b) The Contractor agrees that there will be used under this contract (by the Contractor, subcontractor, materialmen and suppliers) only domest-ic source end products, except end products:

(i) Which are for use outside the United States.;

(ii) Which the Government determines are not nined, produced, or manufactured in the United States in sufficient and reasonably available  !

commercial cuantities and of a satisfactory cuality; s ,.

., .s 35 (iii) As to which the Commission determines the domestic preference to be inconsistent with the public interest; or (iv) As to which the Commission determines the cost to the Government to be unreasonable.

3.8 Contract Work Hours and Safety Standards Act - Overtime Compensation (1-12.303)

This contract, to the extent that it is of a character specified in the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333), is subject to the following provisions and to all other applicable provisions and excep-tions of such act and the regulations of the Secretary of Labor thereunder.

(a) Overtime Requirement. No Contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers, mechanics, apprentices, trainees, watchmen, and guards shall require or permit any laborer, mechanic, apprentice, trainee, watchman, or guard in any workweek in which he is employed on such work to work in' excess of 8 hours9.259259e-5 days <br />0.00222 hours <br />1.322751e-5 weeks <br />3.044e-6 months <br /> in any calendar day or in excess of 40 hours4.62963e-4 days <br />0.0111 hours <br />6.613757e-5 weeks <br />1.522e-5 months <br /> in such workweek on work subject to the provisions of the Contract Work Hours and Safety Standards Act unless such laborer, mechanic, apprentice, trainee, watchman, or guard receives compensation at a rate not less than one and one-half times his basic rate of pay for all such hours worked in excess of 8 hours9.259259e-5 days <br />0.00222 hours <br />1.322751e-5 weeks <br />3.044e-6 months <br /> in any calendar day or in excess of 40 hours4.62963e-4 days <br />0.0111 hours <br />6.613757e-5 weeks <br />1.522e-5 months <br /> in such workweek, whichever is the greater number of overtime .1ours.

(b) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the provisions of paragraph (a), the Contractor and any subcontractor responsible therefor shall be liable to any facted employee for his unpaid wages. In addition, such Contractor and subcon ctor shall be liable to the United States for liquidated damages. Such liqui ted damages shall be computed with respect to each individual laborer, nochanic, apprentice, trainee, watchman, or guard employed in violation of the provisions of paragraph (a) in the sum of $10 for each calendar day on which such employee was required or permitted to be employed on such work in excess of 8 hours9.259259e-5 days <br />0.00222 hours <br />1.322751e-5 weeks <br />3.044e-6 months <br /> or in excess of his standard workweek of 40 hours4.62963e-4 days <br />0.0111 hours <br />6.613757e-5 weeks <br />1.522e-5 months <br /> without payment of the overtime wages requirsd by paragraph (a).

(c) Withholdings for unpaid wages and liquidated damages. The Contracting Officer may withhold from the Government Prime Contractor, from any moneys payable on account of work perfogmed by the Contractor or subcontractor, such sumsasmaybeadministrative1yfedeterminedtobenecessarytosatisfyany liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the provisions of paragraph (b)..

(d) Subcontracts. The Contractor shall insert paragraphs (a) through (d) of this clause in all subcontracts, and shall require their inclusion in all subcontracts of any tier.s

36 (e) Records. The Contractor shall maintain payroll records containing the information specified in 29 CFR 516.2(a). Such records shall be preserved for 3 years from the completion of the contract.

3.9 Utilization of Small Business Concerns and Small Business Concerns Owned and Controlled by Socially and Economically Disadvantaged "

Individuals (FPR Temp Reg. No. 50)

(a) It is the policy of the United States that small business concerns and small business concerns owned and controlled by socially and economically disadvantaged individuals shall have the maximum practicable opportunity to participate in the performance of contracts let by any Federal agency.

(b) The contractor hereby agrees to carry out this policy in the awarding of subcontracts to the fullest extent consistent with the efficient performance of this contract. The contractor further agrees to cooperate in any studies or surveys that may be conducted by the Small Business Administra-tion or the contracting agency which may be necessary to determine the extent of the contractor's compliance with this clause.

(c) (1) The term "small business concern" shall mean a small business as defined pursuant to Section 3 of the.Small Business Act and in relevant regulations promulgated pursuant thereto.

(2) The term "small business concern owned and controlled by socially and economically disadvantaged individuals" shall mean a small business concern -

(i) which is at least 51 per centum owned by one or more socially and economically disadvantaged individuals; or in the case of any publicly owned business, at least 51 per centum of the stock of which is owned by one or more socially and economically disadvantaged individuals; and (ii) whose management and daily business operations are controlled by one or more of such individuals.

The contractor shall presume that socially and economically disadvantaged individuals include Black Americans, Hispanic Americans, Native Americans, and other minorities, or any other individual found to be disadvantaged by the Small Business Administration pursuant to'section 8(a) of the Small Business.Act.

Contractors acting in good faith may rely on written representations by their subcontractors as either a small business concern or a small business concern owned and controlled by socially and economically disadvantaged individuals.

3.10 Utilization of Labor Surplus Area Concerns (1-1.805-3(a))

(The following clause is applicable if this contract exceeds $10,000.)

f h

37 -

(a) It is the policy of the Government to award contracts to labor ,

surplus area concerns that agree to perform substantially in labor surplus  :

areas, where this can be done consistent with the efficient performance of ,

the contract and at prices no higher than are obtainable elsewhere. The Contractor agrees to use his best efforts to place his subcontracts in accordance with this policy.

i (b) In complying with paragraph (a) of this clause and with paragraph (b) of the clause of this contract entitled " Utilization of Small Business Concerns," the Contractor in placing his subcontracts shall observe the ,

following order of preference: (1) Small business concerns that are labor l surplus area concerns, (2) other small business concerns, an (3) other labor surplus area concerns.

6) (1) The term " labor surplus area" means a geographical area ,

identif*.ed by the Department of Labor as an area of concentrated unemployment  ;

or underemployment or an area of labor surplus.  !

(2) The term " labor surplus area concern" means a concern that together with its first-tier subcontractors will perform substantially in labor surplus areas.

(3) The term " perform substantially in a labor surplus area" means that the costs incurred on account of manufacturing, production, or _

appropriate services in labor surplus areas exceed 50 percent of the contract price.

3.11 Clean Air and Water (1-1.2302-2) f (Applicable only if the contract exceeds $100,000, or the contracting officer has determined that orders under an indefinite quantity contract in any one year will exceed $100,000, or a facility to be used has been the  ;

subject of a conviction under the Clean Air Act (42 U.S.C. 1857c-8(c)(1))

, or the Federal Water Pollution Control Act (33 U.S.C. 1319(c)) and is listed by EPA, or the contract is not otherwise exempt.) ,

(a) The Contractor agrees as follows:

(1) To comply with all the requirements of section 114 of the Clean Air Act, as amended (42 U.S.C. 1857 et seq., as amended by Pub. L.91-604) and j section 308 of the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq., as amended by Pub. L.92-500), respectively, relating to inspection, i monitoring, entry, reports, and information, ac well as other requirements  :

specified in section 114 and section 308 of the Air Act and the Water Act, respectively, and all regulations and guidelines issued thereunder before  ;

the award of this contract. -

(2) That no portion of the work required by this prime contract will be performed in a facility listed sn the Environmental Protection Agency List o" Violating Facilities on the date when this contract was aw:rced unless aid until the EPA eliminates the name of such facility cr facilities from j nch listing. l i

l i

38 (3) To use his best efforts to comply with clean air standards and clean water standards at the facility in which the contract is being performed.

(4) To insert the substance of the provisions of this clause into any nonexempt subcontract, including this paragraph (a)(4).

(b) The terms used in this clause have the following meanings:

(1) The term " Air Act" means the Clean Air Act, as amended (42 U S.C.

1857 et seq., as amended by Pub. L.91-604).

(2) The term " Water Act" means Federal Water Pollution Control Act, as amended (33 U.S.C. 1251 et seq., as amended by Pub. L.92-500).

(3) The term " clean air standards" means any enforceable rules, regula-tions, guidelines, standards, limitations, orders, controls, prohibitions, or other requirements which are contained in, issued under, or otherwise adopted pursuant to the Air Act or Executive Order 11738, an applicable implementation plan as described in section 110(d) of the Clean Air Act (42 U.S.C. 1857c-5(d)),

an approved implementation procedure or plan under section 111(c) or section 111(d), respectively, of the Air Act (42 U.S.C. 1857c-6(c) or (d)), or an approved implementation procedure under section 112(d) of the Air Act (42 U.S.C. 1857c-7(d)).

(4) The term " clean water standards" means any enforceable limitation, control, condition, prohibition, standard, or other requirement which is pro-mulgated pursuant to the Water Act or contained in a permit issued to a discharger by the Environmental Protection Agency or by a State under an approved program, as authorized by section 402 of the Water Act (33 U.S.C. 1342), or by local government to ensure compliance with pretreatment regulations as required by section 307 of the Water Act (33 U.S.C. 1317).

(5) The term "c7mpliance" means compliance with clean air or water standards. Compliance shall also mean compliance with a schedule or plan ordered or approved by a court of competent jurisdiction, the Environmental Protection Agency or an air or water pollution control agency in accordance with the requirements of the Air Act or Water Act and regulations issued pursuant thereto.

(6) The term " facility" means any building, plant, installation, structure, mine, vessel, or other floating craft, location, or site of operations, owned, leased, or supervised by a contractor or subcontractor, to be utilized in the performance of a contract or subcontract. Where a location or site of operations contains or includes more than one building, plant, installation, or structure, the entire location or site shall be deemed to be a facility except where the Director, Office of Federal Activities, Environmental Protection Agency, determines that independent facilities are collocated in one geographical area.

O

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.a 39 3.12 Utilization of Women-owned Business Concerns (over $10,000) (FPR Temp Reg 54)  ;

(a) It is the policy of the United States Government that women-owned  !

businesses shall have the maximum practicable opportunity to participate in l 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 this contract, a " woman- l owned business" concern means a business that is at least 51% owned by a woman or women who also control and operate it. " Control" in this context means -

exercising the power to make policy decisions. " Operate" in this context  !

means being actively involved in the day-to-day management. " Women" mean all  !

women business owners. 1 PATENT AND COPYRIGHT PROVISIONS NO. 4.0 l 4.1 Patent Rights - Acquisition by the Government (1-9.107-5(a)) f (a) Definitions -

(1) " Subject Invention" means any invention or discovery of the Contractor conceived or first actually reduced to practice in the course of or under this '

contract, and includes any art, method, process, machine, manufacture, design, j or composition of matter, or any new and useful improvement thereof, or any variety of plant, which is or may be patentable under the Patent Laws of the  :

United States of America or any foreign country. i

-(2) " Contract" means any contract, agreement, grant, or other arrangement, ,

or sdcontract entered into with or for the benefit of the Government where a purpose of the contract is the conduct of experimental, developmental, or l research work.

(3) " States and domestic municipal governments" means the States of the United States, the District of Columbia, Puerto Rico, the Virgin Islands, '

American Samoa, Guam, the Trust Territory of the Pacific Islands, and any political subdivision and agencias thereof. i (4) " Government agency" includes an executive department, independent .

commission, board, office, agency, administration, authority, Government l corporation, or other Government establishment of the executive branch of the  ;

Government of the United States of America.

(5) "To the point of practical application" means to manufacture in the case of a composition or product, to practice in the case of a process, or to  !

operate in the case of a machine and under such conditions as to establish  ;

that the invention is being worked and that its benefits are reasonably accessible to the public. .

I 40 (b) Allocation of principal rights (1) Assignment to the Government. The Contractor agrees to assign to the Government the entire right, title, and interest throughout the world in and to each Subject Invention, except to the extent that rights are retained ,

by the Contractor under paragraphs (b)(2) and (d) of.this clause.

(2) Greater rights determinations. The Contractor or the employee- '

inventor with authorization of the Contractor may retain greater rights than the nonexclusive license provided in paragraph (d) of this clause in accordance with the procedure and criteria of 41 CFR 1-9.109-6. A request for determina-tion whether the Contractor or the employee-inventor is entitled to retain such greater rights must be submitted to the Contracting Officer at the time of the first disclosure of the invention pursuant to paragraph (e)(2)(i) of this clause, or not later than 3 months thereafter, or such longer period as j may be-authorized by the Contracting Officer for good cause shown in writing ,

by the Contractor. The information to be submitted for a greater rights determination is specified in 41 CFR 1-9.109-6. Each determination of greater i rights under this contract normally shall be subject to paragraph (c) of this (

J clause and to the reservations and conditions deemed to be appropriate by the l agency.

(c) Minimum rights acquired by the Government. With respect to each Subject Invention to which the Contractor retains principal or exclusive rights, the Contractor:

(1) Hereby grants to the Government a nonexclusive, nontransferable, paid-up license to make, use, and sell each Subject Invention throughout the world by or on behalf of the Government of the United States (including any Government agency) and States and domestic municipal governments; (2) Agrees to grant to responsible applicants, upon request of the Government, a license on terms that are reasonable under the circumstances:

(i) Unless the Contractor, his licensee, or his assignee demonstrates I to the Government that effective steps have been taken within 3 years after a l patent issues on such invention to bring the invention to the point of practical application, or that the invention has been made available for licensing royalty-free or on terms that are reasonable in the circumstances, or can show cause why the principal or exclusive rights should be retained for a further period of time; or (ii) To the extent that the invention is required for public use by governmental regulations or as may be necessary to fulfill public health, safety, or welf are needs, or for other public purposes stipulated in this contract; (3) Shall submit written reports at reasonable intervals upon request of the Government during the term of the patent on the Subject Invention regarding:

41 ~l l

l (i) The commercial use that is being made or is intended to be made of the invention; and (ii) The steps taken by the Contractor or his transferee to bring the invention to the point of practical application or to make the invention I available for licensing; (4) Agrees to refund any amounts received as royalty charges on any I Subject Invention in procurements for or on behalf of the Government and to i provis for that refund in any instrument transferring rights to any party in the invention; and (5) A paragraph c)(1)

(greesoftothis provide forinthe Government's paid-up license pursuant l clause sny instrument transferring rights in a to '

Subject Invention and to provide for the granting of licenses as required by I (2) of this clause, and for the reporting of utilization information as required by paragraph (c)(3) of this clause whenever the instrument transfers principal l or exclusive rights in any Subject Invention.

Nothing contained in this paragraph (c) shall be deemed to grant to the Government any rightc with respect to any invention other than a Subject Invention.

(d) Minimum rights to the Contractor.

(1) The Contractor reserves a revocable, nonexclusive, royalty-free license in each patent application filed in any country on a Subject Invention and any resulting patent in which the Government acquires title. The license shall extend to the Contractor's domestic subsidiaries and affiliates, if any, within the cerporate structure of which the Contractor is a part and shall include the rignt to grant sublicenst 3 of the same scope to the extent the Contractor was legally obligated to do so at the time the contract was awarded.

The license shall be transferable only with approval of the agency except when t ansferred to the successor of that part of the Contractor's business to which the invention pertains.

(2) The Contractor's nonexclusive domestic license retained pursuant to paragraph (d)(1) of this clause may be revoked or modified by the agency to the extent necessary to acieve expeditious practical application of the Subject i Invention under 41 CFR 101-4.103-3 pursuant to an applicatien for exclusive license submitted in accordance with 41 CFR 101-4.1043. This license shall not be revoked in that field of use and/or the geographical areas in which the Contractor has brought the invention to the point of practical application and continues to make the benefits of the invention reasonably accessible to the public. The Contractor's nonexclusive license in any foreign country reserved pursuant to paragraph (d)(1) of this clause may be revoked or modified at the i discretion of the agency to the extent the Contractor or his domestic subsidiaries or affiliates have failed to achieve the practical application of the invention I in that foreign country.

0

5 42 (3) Before modification or revocation of the license, pursuant to paragraph (d)(2) of this clause, the agency shall furnish the Contractor a written notice of its intention to modify or revoke the licese, and the Con-tractor shall be allowed 30 days (or such longer period as may be authorized 7 by the agency for good cause shown in writing by the Contractor) after the t notice to show cause why the license should not be modified or revoked. The Contractor shall have the right to appcal, in accordance with procedures prescribed by the agency, any decision concerning the modification or revocation of his license.

(e) Inventions, identification, disclosures, and reports.

(1) The-Contractor shall establish and maintain active and effective  ;

procedures to ensure that Subject Inventions are promptly identified and I timely disclosed. These procedures shall include the maintenance of laboratory notebooks or equivalent records and any other records that are reasonably <

necessary to document the conception and/or the first actual reduction to practice of Subject Inventions, and records which show that the procedures for identifying and disclosing the inventions are followed. Upon request, the  !

Contractor shall furnish the Contracting Officer a description of these  !

procedures so that he may evaluate and determine their effectiveness.

(2) The Contractor shall furnish the Contracting Officer:

(i) A complete technical disclosure for each Subject Invention within 6 months af ter conception or first actual reduction to practice which-ever occurs first in the course of or under the contract, but in any event prior to any on sale, public use, or publication of such invention known to the Contractor, The disclosure shall identify the contract and inventor and shall be sufficiently complete in technical detail and appropriately illus-trated by sketch or diagram to convey to one skilled in the art to which the invention pertains a clear understanding of the nature, purpose, operation, and, to the extent known, the physical, chemical, biological, or electrical characteristics of the invention; (ii) Interim reports at2 least every 12 months from the date of the contract listing Subject Inventions for that period and certifying that:

(A) The Contractor's procedures for identifying and disclosing Subject Inventions as required by this paragraph (e) have been followed throughout the reporting period; and -

(B) All Subject Inventions have been disclosed or that there are no such inventions; and (iii) A final report within 3 months after completion of the contract 2

work, listing all Subject Inventions or certifying that there were no such inventions.

3 Agency may specify form.

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,_ - - - ~ __ .. _._._,_.,s. -

s . e 43 (3) The Contractor shall obtain patent agreements to effectuate the provisions of this clause from all persons in his employ who perform any part ,

of the work under this contract except nontechnical personnel, such as clerical employees and manual laborers. ,

(4) The Centractor agrees that the Government may duplicate and disclose }

Subject Invention disclosures and all other reports and papers furnished or required to be furnished pursuant to this clause.  :

(f) ForfeitureofrightsinunreportedSubjectInventions (1) The Contractor shall forfeit to the Gcvernment all rights in any l Subject Invention which he fails to disclose to the Contracting Officer within (

6 months after the time he: l1 (i) Files or causes to be filed a United States or foreign application {

thereon; or  ;

(ii) Submits the final report required by paragraph (e)(2)(iii) of  ;

this clause, whichever is later.  !

(2) However, the Contractor shall not forfeit rights in a Subject Invention if, within the time specified in (1)(i) or (1)(11) of this paragraph (f), the i Contractor: '

(i) Prepared a written decision based upon a review of the record  :

that the invention was neither cenceived nor first actually reduced to practice '

in the course of or under the contract; or (ii) Contending that the invention is not a Subject Invention, he nevertheless discloses the invention and all facts pertinent to his contention  ;

to the Contracting Officer; or -

(iii) Establishes that the failure to disclose did not result from his fault or negligence.

i t

(3) Pending written assignments of the patent applications and patents i on a Subject Invention determined by the Contracting Officer to be forfeited ,

(such determination to be a final decision under the Disputes Clause), the  !

Contractor shall be deemed to hold the invention and the patent applications l and patents pertaining thereto in trust for the Government. The forfeiture i provision of this paragraph (f) shall be in addition to and shall not super- '

sede other rights and remedies which the Government may have with respect to i Subject Inventions. l (g) Examination of records relating to inventions j (1) The Contracting Officer or his authorized representative until the l expiration of 3 years after final payment under this contract shall have the i right to examine any books (including laboratory notebooks), records, documents, i and other supporting data of the Contractor which the Contracting Officer I

l l

44 reasonably deems pertinent to the discovery or identification of Subject Inventions to determine compliance with the requirements of this clause.

(2) The Contracting Officer shall have the right to review all books (includir:g laboratory notebooks), records and documents of the Contractor relating to the conception of first actual reduction to practice of inventions in the same field of technology as the work under this contract to determine whether any such inventions are Subject Inventions if the Contractor refuses or fails to:

(i) Establish the procedures of paragraph (e)(1) of this clause; or (ii) Maintain and follow such procedures; or (iii) Correct or eliminate any material deficiency in the procedures  ;

within thirty (30) days after the Contracting Officer notifies the Contractor l l

of such a deficiency.

(h) Withholding of payment (Not applicable to Subcontracts)

(1) Any time before final payment of the amount of this contract, the Contracting Officer may, if he deems such action warranted, withhold payment l until a reserve not exceeding $50,000 or 5 percent of the amount of this i contract, whichever is less, shall have been set aside if in his opinion, the (

Contractor fails to: l l

(i) Establish, maintain, and follow effective procedures for -

identifying and disclosing Subject Inventions pursuant to paragraph (e)(1) of this clause; or (ii) Disclose any Subject Invention pursuant to paragraph (e)(2)(i) of this clause; or (iii) Deliver acceptable interim reports pursuant to paragraph (e)(2)(ii) of this clause; or (iv) Provide the information regarding subcontracts pursuant to paragraph (i)(5) of this clause.

The reserve or balance shall be withheld until the Contracting Officer s has determined that the Contractor has rectified whatever deficiencies exist and has delivered all reports, disclosures, and other information required by this clause.

(2) Final payment under this contract shall not be made before the Contractor delivers to the Contracting Officer all disclosures of Subject Inventions required by paragraph (e)(2)(i) of this clause, and an acceptable final report pursuant to (e)(2)(iii) of this clause.

(3) The Contracting Officer may, in his discretion, decrease or increase If the Contractor is a the sums withheld up to the maximum authorized above.

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nonprofit organization the maximum amount that may be withheld under this paragraph shall not exceed $50,000 or 1 percent of the amount of this contract whichever is less. No. amount shall be withheld under this paragraph while the .'

amount specified by this paragraph is being withheld under other provisions of the contract. The withhold.ing of any amount or subsequent payment thereof -

shall not be construed as a waiver of any rights accruing to the Government under this contract. ,

(i) . Subcontracts ,

(1) For the purpose of this paragraph the term " Contractor" means the party awarding the subcontract and the term " Subcontractor" means the party being awarded a subcontract, regardless of tier.

(2) Unless otherwise authorized or directed by the Government Contracting Officer, the Contractor shall include this Patent Rights clause modified to '

identify the parties in any subcontract hereunder if a purpose of the subcontract is the conduct of experimental, developmental, or research work. In the event  ;

of refusal by a Subcontractor to accept this clause, or if in the opinion of )

the Contractor this clause is inconsistent with the policy set forth in ,

41 CFR 1-9.107-3, the Contractor: j (i) Shall promptly submit a written notice to the Government  !

Contracting Officer setting forth reasons for the Subcontractor's refusal and ,

other pertinent information which may expedite disposition of.the matter; and i

(ii) Shall not proceed with the subcontract without the written authorization of the Government Contracting Officer.

(3) The Contractor shall not, in any subcontract or by using a subcontract I as consideration therefor, acquire any rights in his Subcon:ractor's Subject i Invention for his own use (as distinguished from such rights as may be required i solely to fulfill his contract obligations to the Government in the performance '

of this contract).  :

_(4) All invention disclosures, reports, instruments, and other information i required to be furnished by the Subcontractor to the Government Contracting ,

Officer under the provisions of a Patent Rights clause in any subcontract hereunder may, in the discretion of the Government Contracting Officer, be  ;

furnished to the Contractor for transmission to the Government Contracting 1 Officer. I J

(5) The Contractor shall promptly notify the Government Contracting  !

Officer in writing upon the award of any subcontract containing a Patent 1 Rights clause by identifying the Subcontractor, the work to be performed under  ;

the subcontract, and the dates of award and estimated completion. Upon request of the Government Contracting Officer, the Contractor shall furnish a copy of the subcontract. If there are no subcontracts containing Patent Rights Clauses, a negative report shall be included in the final report submitted pursuant to paragraph (e)(2)(iii) of this clause.

46 l

(6) The Contractor shall identify all Subject Inventions of the Subcontractor i of which he acquires knowledge in the performance of thit contract and shall notify the Government Contracting Officer promptly ur the identification of the inventions. 1 (7) It is understood that the Government is a third party beneficiary of  :

any subcontract clause granting rights to the Government in Subject Inventions, and the Contractor hereby assigns to the Government all rights that he would have to enforce the Subcontractor's obligations for the benefit of the I Government with respect to Subject Inventions. The Contractor shall not be i obligated to enforce the agreements of any Subcontractor bereunder relating to  :

the obligations of the Subcontractor to the Government in regard to Subject l Inventions. l 1

-(j) No claim for pecuniary award or compensation under the provisions of 1 the Atomic Energy Act of 1954, as amended, shall be asserted by the contractor i or its employees, with respect to any invention or discovery made or conceived  !

in the course of or under this contract.

(k) With respect to any U.S. Patent Application filed by the contractor or any contract invention or discovery made or conceived in the course of the  ;

contract, the contractor will incorporate in the first paragraph of the U.S. '

Patent Application the following statement:

'The invention described herein was made in the course of, or under, a contract (if desired, may substitute contract with identifying number) with the Commission.'

1 4.2 Patent Indemnification of Government by Contractor  !

1 The contractor agrees to indemnify the Government, its officers, agents, '

servants, and employees against liability of any kind (including costs and expenses incurred) for the use of any invention or discovery and for the  ;

infringement of any Letters Patent (not including liability, arising pursuant l to sec. 183, Title 35 (1952) U.S.C., prior to the issuance of Letters Patent) 1 occurring in the performance of this contract or arising by reason of the use or disposal by or for the account of the Government of items manufactured or supplied under this contract.  ;

4.3 Rights in Copyrightable Material Under Contracts (a) The contractor (i) agrees that the Commission shall determine the disposition of the title to and the rights under any copyright secured by the contractor or its employees on copyrightable material first produced or composed under this contract and (ii) hereby grants to the Government a royalty-free, nonexclusive, irrevocable license to reproduce, translate, publish, use and dispose of, and to authorize others so to do, all copyrightable work not first produced or composed by the contractor in the performance of this contract but which is incorporated in the material furnished under the contract, provided

, that such license shall be only to the extent the contractor now has, or prior to the completion or final settlement of the contract may acquire the right to

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grant such license without becoming liable to pay compensation to others solely because of such grant.  ;

(b) The contractor agrees that it will not include any copyrighted  !

material in any written or copyrightable material furnished or delivered under this contract, without a license as provided for in paragraph (a)(ii) hereof, or without the consent of the copyright owner, unless specific written approval ,

of the Contracting Officer to the inclusion of such copyrighted material is .

secured.

(c) The contractor agrees to report in writing to the Commission, promptly '

and in reasonable detail, any notice or claim of copyright infringement received by the contractor with respect to any material delivered under this contract.

4.4 Copyright Indemnification of Government Except as otherwise provided, the contractor agrees to indemnify the -

Government, its officers, agents, servants, and employees against liability, including costs and expenses, for the infringement of any copyright in any work protected under the copyright laws of the United States arising out of the performance of this contract, including the reproduction, translation, j publication or use of any such copyrighted material. t 4.5 Notice and Assistance Regarding Patent and Copyright Infringement ' '

(1-7.103-4) t (a) The Contractor shall report to the Contracting Officer, promptly and in reasonable writtea detail, each notice or claim of patent or copyright  !

infringement based on the performance of this contract of which the Contractor has knowledge.

(b) In the evert of any claim or suit against the Government, on account #

of any alleged patent or copyright infringement arising out of the performance i of this Contract or out of the use of any supplies furnished or work or services  ;

performed hereunder, the Contractor shall furnish to the Government, when  !

requested by the Contracting Officer, all evidence and inforsation in possession of the Contractor pertaining to such suit or claim. Such evidence and informa-tion shall be furnished at the expense of the Government except where the

• Contractor has agreed to indemnify the Government. ,

FINANCIAL AND TERMINATION PROVISIONS NO. 5.0 5.1 Limitation of Cost (1-7.202-3(a)) ,

(Applicable to Contracts which are fully funded only) i (a) It is estimated that the total cost to the Government for the L performance of this contract, exclusive of any fee, will not exceed the estimated  ;

cost set forth in the Schedule, and the Contractor agrees to use his best  !

efforts to perform the work specified in the Schedule and all obligations  ;

under this contract within such estimated cost. If, at any time, the Contractor l

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i 48 has reason to believe that the costs which he expects to incur in the perform-ance of this contract in the next succeeding 60 days, when added to all costs previously incurred, will exceed 75 percent of the estimated cost then set forth in the Schedule, or if, at any time, the Contractor has reason to believe that the total cost to the Government for the performance of this contract, exclusive of any fee, will be greater or substantially less than the then estimated cost hereof, the Contractor shall notify the Contracting Officer in writing to that effect, giving the revised estimate of such total cost for the performance of this contract.

(b) Except as required by other provisions of this contract specifically citing and stated to be an exception from this clause, the Government shall not be cbligated to reimburse the Contractor for costs incurred in excess of the estimated cost set forth in the 5'chedule, and the Contractor shall not be obligated to continue performance under the contract (including actions' under the Termination clause) or otherwise to incur costs in excess bf the estimated cost set forth in the Schedule, unless and until the Contracting Officer th'a11 have notified the Contractor in writing that su:h estimated cost has been i increased and shall have specified in such notice a revised estimated cost which shall thereupon constitute the estimated cost of performance of this contract. No notice, communication, or representation in any other fom or from any person other than the Contracting Officer shall affect the estimated  ;

cost of this contract. In the absence of the specified notice, the Go'vernseht  !

shall not be obligated to reimburse the Contract for any costs in excess of the estimated cost set forth in the Schedule, whether those excess costs were ,

incurred during the course of the contract or as a result' of termination.  :

When and to the extent that the estimated cost set forth in the Schedule has l been increased, any costs incurred by the Contractor in excess of the estimated  :

cost prior to such increase shall be allowable to the same extent as if such I costs had been incurred af ter the increase; unless the Contracting Officer l issues a termination or other notice and directs that the increase is solely for the purpose of termination or other specified expenses.

(c) Change orders issued pursuant to the Changes clause of this contract shall not be considered an authorization to the Contractor to exceed the estimated cost set forth in the Schedule in the absence of a statement in the change order, or other contract modification, increasing the estimated costc (d) . In the event that this contract is terminated or the estimated cost not increased, the Government and the Contractor shall negotiate an equitable distribution of all property produced or purchasea under the contract based upon the share of costs incurred by each.

5.2 Limitation of Funds (1-7.202-3(b))

(Applicable to contracts which are incrementally funded)

(a) It is estimated that the cost to the Government for the performance of this contract will not exceed the estimated cost set forth in the Schedule, and the Contractor agrees to use his best efforts to perform the work specified in the Schedule and all obligations under this contract within such estimated cost.

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1 49 (b) The amount present'ly available for payment and allotted to this contract, the items covered thereby, the period of performance which it is estimated the allotted amount will cover, are specified in the Schedule. It is contemplated that from time to time additional funds will be allotted to this contract up to the ' full estimated cost set forth in the Schedule, exclu-sive of any fee. The Contractor agrees to perform or have performed work on this contract up to the point at which the total amount paid and .

payable by the Government pursuant to the terms of this contract approximates but does not exceed the total amount actually allotted to the contract.

(c) If at any time the' Contractor has reason to believe that the costs which he expects to incur in the performance of this contract in the next succeeding 60 days, when added to all costs previously incurred, will exceed 75 percent of the total amount then allotted to the contract, the Contractor shall notify the Contracting Officer in writing to that effect. The notice ,

shall state the estimated amount of additional funds required to continue performance for the period set forth in the Schedule. Sixty days prior to the end of the period specified in the Schedule the Contractor will advise the Contracting Officer in writing as to the estimated amount of additional funds, if any, that will be required for the timely perfomance of the work under the contract or for such funther period as may be specified in the Schedule or otherwise agreed to by the parties. If, after such notification, additional funds are not allotted by the end of the period set forth in the Schedule or an agreed date substituted therefor, the Contracting Officer will, upon written request, by the Contractor, terminate this contract pursuant to the provisions of the Termination clause on such date. If the Contractor, in the exercise of his reasonable judgment, estimates that the funds available will allow him to continue to discharge his obligations hereunder for a period extending beyond such date, he shall specify the later data in his request and the Contracting Officer, in his discretion, may terminate this contract on that later date.

(d) Except as required by other provisions of this contract specifically citing and stated to be an exception from this clause, the Government shall not be obligated to reimburse the Contractor for costs incurred in excess of the total amount from time to time allotted to the contract, and the Con-tractor shall not be obligated to continue performance under the contract (including actions under the Termination clause) or otherwise to incur costs in excess of the amount allotted to the contract, unless and until the Con-tracting Officer has notified the Contractor in writing that such allotted amount has been increased and has specified in such notice an increased amount l constituting the total amount then allotted to the contract. To the extent i the amount allotted exceeds the estimated cost set forth in the Schedule, such estimated cost shall be correspondingly increased. No notice, communication,

'or representation in any other form or from any person other than the Con-tracting Officer shall affect the amount allotted to this contract. In the absence of the specified notice, the Government shall not be obligated to reimburse the Contractor for any costs in excess of the total amount then allotted to the contract, whether those excess costs were incurred during the course of the contract or as a result of termination. When cnd to the extent that the amount allotted to the contract has been increased, any costs Incurred by the Contractor in exca:: cf the amount previously allotted shall

50 be allowable to the same extent as if such costs had been incurred after such increase in the ' amount ~ allotted; unless the Contracting Officer issues a temination br other ' notice and directs that the increase is solely for the purpose of covering termination or other spec 1fied expenses.

(e) Change orders issued pursuant to the Changes clause of this contract shall not be considered an authorization to the Contractor to exceed the amount allotted in the Schedule in the absence of a statement in the change order, or other contract modification, increasing the amount allotted.

(f) Nothing in this clause shall affect the right of the Government to terminate this contract. In the event this contract is terminated, the Govern-ment and the Contractor shall negotiate an equitable distribution of all property produced or purchased under the contract based upon the share of costs incurred by each.

(g) In the event that sufficient funds are not allotted to this contract to allow completion of the work contemplated by this contract, the Contractor shall be entitled to that percentage of the fee set forth in the Schedule equivalent to the percentage of completion of the work contemplated by this contract. .

5.3 Allowable Cost, Fixed-Fee, and Payment (1-7.202-4) and (1-7.402-3(a))

(Applicable to cost-reimbursement type contracts which provide for j payment of a fixed fee)

(a) For the performance of this contract, the Government shall pay to the Contractor: i (1) The cost thereof (hereinafter referred to as " allowable cost")

determined by the Contracting Officer to be allowable in accordance with: ,

)

(i) Subpart 1-15.2 of the Federal Procurement Regulations (41 CFR 1-15.2), as in effect on the date of this contract; and i I

(ii) The terms of this contract; and (2) Such fixed-fee, if any, as may be provided for in the Schedule.

(b) Payments shall be made to the Contractor when requested as work progresses, but not more frequently than bi-weekly, in amounts approved by the Contracting Officer. The Contractor may submit to an authorized repre-sentative of the Contracting Officer, in such form and reasonable detail as (

such representative may require, an invoice or public voucher supported by a statement of cost for the performance of this contract and claimed to con-stitute allowable cost. For this purpose, except as provided herein with respect to pension contributions, the term " costs" shall include only those recorded costs which result, at the time of the request for reimbursement,

- from payment by cash, check, or other form of actual payment for items or ser-vices purchased directly for the contract, together with (when the Contractor

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51 is not delinquent in payment of costs of contract performance in the ordinary course of business) costs incurred, but not necessarily paid, for materials whch have been issued from the Contractor's stores inventory and placed in the production process for use on the contract, for direct labor, for direct travel, for other direct inhouse costs, and for properly allocable and allow-able indirect costs, as is shown by records maintained by the Contractor for purposes of obtaining reimbursement under Government contracts plus the amount of progress payments which have been paid to the Contractor's subcontractors under similar cost standards. In addition, when pension contributions are paid by the Contractor to the retirement fund less frequently than quarterly, accrued costs therefor shall be excluded from indirect costs for payment pur-poses until such costs are paid. If pension contributions are paid on a '

quarterly or more frequent basis, accruals therefor may be included in direct costs for payment purposes provided that.they are paid to the fund within 30 days after the close of the period covered. If payments are not made to the fund within such 30-day period, pension contribution costs shall be excluded from indirect cost for payment purposes until payment has been made. The restriction on payment more frequently than bi weekly and the requirement of prior payment for items or services purchased directly for the contract shall not apply when the Contractor is a small business concern.

-(c) Promptly after receipt of each invoice or voucher and statement of cost, the Government shall, except as othenvise provided in this contract subject to the provisions of (d) below, make payment thereon as approved by the Contracting Officer. Payment of the fixed-fee, if any, shall be made to the Contractor as specified in the Schedule: Provided, however, That af ter payment of 85 percent of the fixed-fee set forth in the Schedule, the Contracting Officer may withhold further payment of fee until a reserve shall have been set aside in an amount which he considers necessary to protect the interests of the Government, but such reserve shall not exceed 15 percent of the total fixed-rse, or $100,000, whichever is Icss.  ;

(d) At any time or times prior to final payment under this contract the Contracting Officer may have the invoices or vouchers and statements of cost audited. Each payment theretofore made shall be subject to reduction for amounts included in the related invoice or voucher which are found by the Contracting Officer, on the basis of such audit, not to constitute alIowable cost. Any payment may be reduced for overpayments, or increased for unde nay-ments, on preceding invoices or vouchers.

(e) Onreceiptandapprovaloftheinvoiceorvoucherdesignatedbythe Contractor as the ' completion invoice" or " completion voucher" and upon com-pliance by the Contractor with all the provisions of this contract (including, without limitation, the provisions relating to patents and the provisions of (f), below), the Government shall promptly pay to the Contractor any balance of allowable cost, and any part of the fixed-fee, which has been withheld pursuant to (c), above, or otherwise not paid to the Contractor. The com-pletion invoice or voucher shall be submitted by the Contractor promptly following completion of the work under this contract but in no event later than 1 year (or such longer period as the Contracting Officer may in his discretion approve in writing) from the date of such completion.

I

Sg (f) The Contractor agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Con-tractor or any assignee under this contract shall be paid by the Contractor to the Government, to the extent that they are properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract.

Reasonable expenses incurred by the Contractor for the purpose of securing such refunds, rebates, credits, or other amounts shall be allowable costs hereunder when approved by the Contracting Officer. Prior to final payment under this contract, the Contractor and each assignee under this contract whose assignment is in effect at the time of final payment under this contract shall execute and deliver:

(1) An assignment to the Government, in form and substance satisfactory  ;

to the Contracting Officer, of refunds, rebates, credits, or other amounts (including any interest thereon) properly allocable to costs for which the i Contractor has been reimbursed by the Government under this contract; and (2) A release discharging the Government its officers, agents, and l employees from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions:

(i) Special claims in stated amounts or in estimated amounts where the amounts are not susceptible of exact statement by the Contractor; (ii) Claims, together with reasonable expenses incidental thereto, based upon liabilities of the Contractor to third parties arising out of the i performance of this contract: Provided, However, that such claims are not l known to the Contractor on the date of the execution of the Telease; and pro-vided further, that the Contractor gives notice of such claims in writing to the Contracting Officer not more than 6 years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier; and  !

(iii) Claims for reimbursoment of costs (other than expenses of the "

Contractor by reason of its indemnification of the Government against patent liability), including ieasonable expenses incidental thereto, incurred by the Contractor under the provisions of this contr'act relating to patents.

(g) Any cost incurred by the Contractor under the terms of this contract ;

which would constitute allowable cost under the provisions of this clause  !

shall be included in determining the amount payable under this contract, ,

notwithstanding any provisions contained in tha specifications or other docu- l ments incorporated in this contract by reference, designating services to be performed or materials to be furnished by the Contractor at his expense or without cost to the Government.

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53 5.4 Allowable Cost and Payment (1-7.402-3(b))

(Applicable to contracts, without fee) ,

(a) For the performance of this cor. tract, the Government shall pay to the Contractor the cost thereof (hereinafter referred to as " allowable cost")

determined by the Contracting Officer to be allowable in accordance with,: .

(1) Subpart 1-15.2 of the Federal Procurement Regulations (41 CFR 1-15.2),

as in effect on the date of this contract; and (2) The terms of this contract.

(b) Payments shall be made to the Contractor when requested as work progresses, but not more frequently than bi-weekly, in amounts approved oy the Contr6cting Officer. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as such represent- ,

ative may require, an invoice or public voucher supported by a statement of i cost for the performance of this contract and claimed to constitute allowable cost. For this purpose, except as provided herein with respect to pension contributions, the term " costs" shall include only those recorded costs which result, at the time of the request for reimbursement, from payment by cash, check, or other form of actual payment for items or services purchased directly for the contract, together with (when the Contractor is not delinquent in payment of costs of contract performance in the ordinary course of business)  ;

costs incurred, but not necessarily paid, for materials which have been issued  ;

from the Contractor's store inventory and placed in the production process for use on the contract, for direct labor, for direct travel, for other direct inhouse costs, and for properly allocable and allowable indirect costs, as is shown by records maintained by the Contractor for purposes of obtaining i reimbursement under Government contracts plus the amount of progress payments which have been paid to the Contractor's subcontractors under similar cost standards. In addition, when pension contributions are paid by the Contractor to the retirement fund less frequently than quarterly, accrued costs therefor shall be excluded from indirect costs for payment purposes until such costs are paid. If pension contributions are paid on a quarterly or more frequent j basis, accruals therefor may be included in indirect costs for payment purposes j provided that they are paid to the fund within 30 days after the close of the ~

period covered. If payments are not made to the fund within such 30-day period, pension contribution costs shall be excluded from indirect cost for payment purposes until payment has been made. The restriction on payment more frequently than bi-weekly and the requirement of prior payment for items or services purchased directly for the contract shall not apply when the Contractor is a small business concern.

(c) Promptly after receipt of each invoice or voucher and stat ent of cost, the Government shall, except as otherwise provided in this contract subject to the provisions of (d), below, make payment thereon as approved by the Contractng Officer.

54 After payment of an annunt equal to 80 percent of the total estimated cost of performance of this contract set forth in the Schedule, the Contract-ing Officer may withhold further payment on account of allowable cost until a reserve shall have been set aside in an amount which he considers necessary to protect the interests of the Government, but such reserve shall not exceed 1 percent of (the Government's share of) such total estimated cost or $100,000,  :

whichever is less.

(d) At any time or times prior M final payment under this contract the -

Contracting Officer may have the invoices or vouchers and statements of cost '

audited. Each payment theretofore made shall be subject to reduction for amounts included in the related invoice or voucher which are found by the  :

Contracting Officer, on the basis of such audit, not to constitutt allowable cost. Any payment may be reduced for overpayments, or increased for underpay-ments, on preceeding invoices or vouchers.

(e) Onreceigtandapprovaloftheinvoiceorvoucherdesignatedbythe coupletion invoice" or " completion voucher" and upon compliance Contractor as the by the Contractor with all the provisions of this contract (including, without limitation, the provisions relating to patents and the provisions of (f),

below, the Goverraent shall promptly pay to the Contractor any balance of allowable cost which has been withheld pursuant to (c), above, or otherwise not paid to the Contractor. The completion invoice or voucher shall be submitted by the Contractor promptly following completion of the work under this contract but in no event later than 1 year (or such longer period as the Contracting Officer may in his discretion approve in writing) from the date of such completion.

(f) The Contractor agrees that any refunds, rebates, credits, or other amounts (including any interest thereon) accruing to or received by the Con-tractor or any assignee under this contract shall be paid by the Contractor to the Government, to the extent that they are properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract.

Reasonable expenses incurred by the Contractor for the purpose of securing such refunds, rebates, credits, or other amounts shall be allowable costs hereunder when approved by the Contracting Officer. Prior to final payment under this contract, the Contractor and each assignee under this contract whose assignment is in effect at the time of final payment under this contract shall execute and deliver:

(1) Any assignment to the Government, in form and substance satisf actory to the Contracting Officer, of refunds, rebates, credits, or other amounts (including any interest thereon) properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and (2) A release discharging the Government its officers, agents, and employees from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions:

(i) Special claims in stated amounts or in estimated amounts where o

the amounts are not susceptible of exact statement by the Contractor.

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55 (ii) Claims, together with reasonable expenses incidental thereto, based upon liabilities of the Contractor to third parties arising out of the .

performance of this cor. tract: Provided, however, That such claims are not known to the Contractor on the date of the execution of the release; and provided further, that the Contractor gives notice of such claims in writing  ;

to the Contracting Officer not more than 6 years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier; and (iii) Claims for reimbursement of costs (other than expenses of the Contractor by reason of its indemnification of the Government against patent ,

liability), including reasonable expenses incidental thereto, incurred by the Contractor under the provisions of this contract relating to patents. ,

(g) Any cost incurred by the Contractor under the terms of this contract which would constitute allowable cost under thr provisions of this clause shall be included in determining the amount payable under this contract,  !

notwithstanding any provisions contained in the specifications or other i documents incorporated in this contract by reference, designating services to  ;

be performed or wterials to be furnished by the Contractor at his expense or without cost to the Government.

5.5 Negotiated Overhead Rates (1-3.704-1) ,

(a) Notwithstanding the provisions of the clause of this contract entitled

" Allowable Cost, Fixed Fee, and Payment," the allowable indirect costs under this contract shall be obtained by applying negotiated overhead rates to bases ,

agreed upon by the parties, as specified below.  ;

(b) The Contractor, as soon as possible but not later than ninety (90) days after the expiration of his fiscal year, or such other period as may be specified in the contract, shall submit to the Contracting Officer, with a ,

copy to the cognizant audit activity, a proposed final overhead rate or rates '

for thct period based on the Contractor's actual cost experience during that  ;

period, together with supporting cost data. Negotiation of overhead rates by  ;

the Contractor and the Contracting Officer shall be undertaken as promptly as practicable after receipt of the Contractor's proposal. l (c) Allowebility of costs and acceptability of cost allocation methods shall be determined in accordance with Subpart 1-15.2 of the Federal Procure-  !

ment Regulations (41 CFR 115.2) as in effect on the date of this contract.  ;

Subparts 1-15.3 and 1-15.7 of said Regulations apply in contracts with '

educational institutions or with State and local governments, respectively.

(d) The results of each negotiation shall be set fcrth in a modification  ;

to this contract, which shall specify (1) the agreed final rates, (2) the j bases to which the rates apply, and (3) the periods for which the rates apply. ,

(e) Pending establishment of final overhead rates for any period, the Contractor shall he reimbursed either at negotiated provisional rates as pro-vided in the contract, or at billing rates acceptable to the Contracting i

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i Officer, subject to appropriate adjustment when the final rates for that )

period are established. To prevent substantial over or under payment, and to 1 apply either retroactively or prospectively: (1) Provisional rates may, at the request of either party, be revised by mutual agreement and (2) billing rates may be adjusted at any time by the Contracting Officer. Any such revision of negotiated provisional rates provided in the contract shall be set I forth in a modification to this contract.

(f) Any f ailure by the parties to agree on any final rates under this l clause shall be considered a dispute concerning a question of fact for decision by the Contracting Officer within the meaning of the " Disputes" clause of this contract.

5. 6 State and Local Taxes .

(a) The contractor agrees to notify the Commission of any State or local tax, fee, or charge levied or purported to be levied on or collected from the contractor with respect to the contract work, any transaction thereunder, or 1 property in the custody or control of the contractor and constituting an I allowable item of cost if due and payable, but which the contractor has reason I to believe, or the Commission had advised the contractor, is or may be inapplicable !

or invalid; and the contractor further agrees to refrain from payi.ng any such l tax, fee, or charge unless authorized in writing by the Commission. Any State or local tax, fee, or charge paid with the approval of the Commission or on the basis of advice from the Commission that such tax, fee, or charge is applicable and valid, and which would otherwise be an allowable item of costs, l shall not be disallowed as an item of cost by reason of any subsequent ruling l or determination that such tax, fee, or charge was in f act inapplicable or invalid.

(b) The contractor agrees to take such action as may bo required or approved by the Commission to cause any State or local tax, fee, or charge which would be an allowable cost to be paid under protest; and to take such i action as may be required or approved by the Commission to seek recovery of any payments made, including assignment to the Government or its designee of all rights to an abatement or refund thereof, and granting permission for the Government to join with the contractor in any proceedings for the recovery thereof or to sue for recovery in the name of .the contractor. If the Commission directs the contractor to institute litigation to enjoin the collection of or to recover payment of any such tax, fee, or charge referred to above, or if a claim or suit is filed against the contractor for a tax, fee, or charge it has refrained from paying in accordance with this article, the procedures and requirements of the article entitled " Litigation and Claims" shall apply and the costs and expenses incurred by the contractor shall be allowable items of cost, as provided in this contract, together with the amount of any judgment rendered against the contractor.

(c) The Government shall save the contractor harmless from penalties and interest incurred through compliance with this article. All recoveries or

, credits in respect of the foregoing taxes, fees, and charges (including interest) shall inure.to be for the sole benefit of the Government.

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t 57 5.7 Termination for Default or for Convenience of the Governemnt (1-8.702)

(a) The performance of work under the contract may be terminated by the Government in accordance with this clause in whole, or from time to time in part:

(1) Whenever the contractor shall default in performance of this contract in accordance with its terms (including in the term " default" any such f'ailure by the contractor to ma.ke progress,in the prosecution of the work hereunder as endangers such performance), and shall fail to cure such default within a period ,

of ten days (or such longer period as the Contracting Officer may allow after  ;

receipt from the Contracting Officer of a notice specifying the default; or (2) Whenever for any reason the Contracting Officar shall determine that such termination is in the best interests of the Government., ,

Any such termination shall be effected by delivery to the contractor of a Notice of Termination specifying whether termination is for the default of the contractor or for the convenience of the Government, the extent to which performance of work under the contract is terminated, and the date upon which such termination becomes effective. If, after notice of termination of this contract for def ault under (1) above, it is determined for any reason that the contractor was not in default pursuant to (1), or that the contractor's failure to perform or to make progress in performance is due to causes beyond the control and without the fault or negligence of the contractor pursuant to the provisions of the clause of this contract relating to excusable delays, the ,

Notice of Termination shall be deemed to have been issued under (2) above, and the rights and obligations of the parties hereto shall in such event be governed accordingly.

(b) After receipt of a Notice of Termination and except as otherwise directed by the Contracting Officer, the contractor shall:

(1) Stop work under the contract on the date and to the extent specified in the Notice of Termination; (2) Place no further orders or subcontracts for materials, services, or facilities, except as may be necessary for completion of such portion of the work under the contract as is not terminated; (3) Terminate all orders and subcontracts to the extent that they relate to the performance of work terminated by the Notice of Termination; (4) Assign to the Government, in the manner and to the extent directed by the Contracting Officer, all of the right, title, and interest of the con-tractor under the orders or subcontracts so terminated, in which case the Government shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (5) With the approval or ratification of the Contracting Officer, to the extent he may require, which approval or ratification shall be final and

i i

58 conclusive for all purposes of this clause, settle all outstanding liabilities I and all claims arising out of such termination of orders and subcontracts, the cost of which would be reimbursable in whole or in part, in accordance with the provisions of this contract;

-(6) Transfer title to the Government (to the extent that title has not already been transferred) and deliver in the manner, at the times and to the extent directed by the Contracting Officer, (i) the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced as a part of, or acquired in respect of the performance of, the work terminated by the Notice of Termination; (ii) the completed or partially completed plans, drawings, information, and other property which, if the contract had been com-pleted, would be required to be furnished to the Government; and -(iii) the jigs, dies, and fixtures, and other special tools and tooling acquired or manufactured for the performance of this contract for the cost of which the I contractor has been or will be reimbursed under this contract; l 1

(7) Use his best efforts to sell; in the manner, at the times, to the J extent, and at the price or prices directed or authorized by the Contracting Officer, any property of the types referred to in (6) above: Provided, however, That the contractor (i) shall not be required to extend credit to any purchaser, and (ii) may acquire any such property under the conditions pre-i scribed by and at a price or prices approved by the Contracting Officer: And 3rovided further, That the proceeds of any such transfer or disposition shaIT 3e applied in reduction of any payments to be made by the. Government to the  :

contractor under this contract or shall otherwise be credited to the price or I cost of the work covered by this contract or paid in such other manner as the Contracting Officer may direct; (8) Complete performance of such part of the work as shall not have been I teminated by the Notice of Termination; and l l

(9) Take such action as may be necessary, or as the Contracting Officer I may direct, for the protection and preservation of the property related to this contract which is in the possession of the contractor and in which the Government has or may acquire an interest.

l The contractor shall proceed immediately with the performance of the .

above obligations notwithstanding any delay in determining or adjusting the I amount of the fee, or any ites of reimburseable cost, under this clause. At any time after expiration of the plant clearance period, as defined in Subpart 1-8.1 of the Federal Procurement Regulations (41 CFR 1-8.1), as the definition may be amended from time to time, the contractor may submit to l the Contracting Officer a list, certified as to quantity and quality, of any  :

or all items of termination inventory not previously disposed of, exclusive of items the disposition of which has been directed or authorized by the Contracting Officer, and may request the Government to remove such items or enter into a storage agreement covering them. Not later than fifteen (15) days thereafter, the Government will accept such items and remove them or

- enter into a storage agreement covering the same: Provided, That the list submitted shall be subject to verification by the Contracting Officer upon l ee k

59 -

removal of the items or, if the items are stored, within forty-five (45) days from the date of submission of the list, and any necessary adjustment to correct the list as submitted shall be made prior to final settlement.

(c) After receipt of a Notice of Termination, the contractor shall ,

submit to the Contracting Officer his termination claim in tne form and with the certification prescribed by the Contracting Officer. Such claim shall be submitted promptly but in no event later than one year from the effective date of termination, unless one or more extensions in writing are granted by the Contracting Officer upon request of the contractor made in writing within one year period or authorized extension thereof. However, if the Contracting Officer determines that the facts ;ustify such action, he may receive and act '

upon any such termination claim at any time after such one year period or any extension thereof. Upon failure of the contractor to submit his ter-mination claim within the time alicwed, the Contracting Officer may, subject to any review required by the contracting agency's procedures in effect as of the date of execution of this contract, determine, on the basis of information available to him, the amount, if any, due to the contractor by reason of the termination and shall thereupon pay to the contractor the amount so determined.

(d) Subject to the provisions of paragraph (c), and subject to any review required by the contracting agency's procedures in effect as of the date of execution of this contract, the contractor and the Contracting Officer may agree upon the whole or any part of the amount or amounts to be paid (including an allowance for the fee) to the contractor by reason of the total or partial termination of work pursuant to this clause. The contract' shall be amended accordingly, and the contractor shall be paid the agreed amount.

(e) In the event of the failure of the contractor and the Contracting-Officer to agree in whole or in part, as provided in paragraph (d), as to the amounts with respect to costs and fee, or as to the amount of the fee, to be paid to the contractor in connection with the termination of work pur-suant to this clause, the Contracting Officer shall, subject to any review required by the contracting agency's procedures in effect as of the date of execution of this contract, determine, on the basis of information available to him, the amount, if any, due to the contractor by reason of the termination and shall pay to the centractor the amount determined as follows:

(1) If the settlement includes cost and fee -

(i) There shall be included therein all costs and expenses reimburseable in accordance with this contract, not previously paid to the contractor for the performance of this contract prior to the effective date of the Notice of Termination, and such of these costs and may continue for a reasonable time thereafter with the approval of or as directed by the Contracting Officer: Provided, however, That the contractor shall proceed as rapidly as practicable to discontinue such costs;

s 60 l (ii) There shall be included therein so far as not included under I (i) above, the cost of settling and pcying claims arising out of the termin- I ation of werk under subcontracts or orders, as provided in paragraph (b)(5) i above, wticn are properly chargeable to the terminated portion of the contract; l (iii) There shall be included therein the reasonable costs of settlement, including accounting, legal, clerical, and other expensos reasonably necessary for the preparation of settlement claims and supporting data with respect to the terminated portion of the contract and for the termination and settlement l of subcontracts thereunder, together with reasonable storage, transportation, and other costs incurred in connection with the protection or disposition of termination inventory: Provided, however, That if the termination is for default of the contractor there snall ndt be included any amounts for the preparation of the contractor's settlement proposal; and (iv) There shall be included therein a portion of the fee payable under the contract determined as follows -

(A) In the event of the termination of this contract for the .,

convenience of the Government and not for the default of the contractor, there shall be paid a percentage of the fees equivalent to the percentage of the l completion of work cor.templated by the contract, but exclusive of subcontract effort included in subcontractors' termination claims, less fee payments previously made hereunder; or (B) In the event of the termination of this contract for the default of the contractor, the total fee payable shall be such proportionate part of the fee (or, if this contract calls for articles of different types, of such part of the fee as is reasonable allocable to the type of article under considodion) as the total number of articles delivered to and accepted by the Government bears to the total number of articles of a like kind called for by this contract.

If the amount determined under this subparagraph (1) is less than the total payment theretofore made to the contractor, the contractor shall repay to the Government the excess amount.

(2) If the settlement includes nnly the fee, the ainount thereof will be determined in accordance with subparagraph (1)(iv) above, (f) Costs claimed, agreed to, or determined pursuant to paragraphs (c),

(d), and (e) of this clause shall be in accordance with the contract cost principles and procedures in FPR 1-15.2.

(g) The contractor shall have the right of appeal, under the clause of this contract entitled " Disputes," from any determination made by the Contracting Officer under paragraph (c) er (e) above, except that, if the contractor has

, failed to submit his claim within the time period provided in paragraph (c) above and has failed to request extension of such time, he shall have no such right of appeal, In any case where the Contracting Officer has made a determina-tion of the amount due under paragraph (c) or (e) above, the Government shall

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. , . ,;3 61 pay to the contractor the following: (1) If there is no right of appeal  !

hereunder or if no timely appeal has been taken, the amount so determined by l the Contracting Officer, or (2) if an appeal has been taken, the amount finally determined on such appeal.

(h) In arriving at the amount due the contractor under this clause there  :

shall be deducted (1) all unliquidated advance or other payments theretofore I made to the contractor, applicable to the terminated portion of this contract, '

(2) any claim which the Government may have'against the contractor in connection  ;

with this contract, and (3) the agreed price for, or the proceeds for sale of, I any materials, supplies, or other things acquired by the contractor or sold pursuant to the provisions of this clause and not otherwise recovered by or credited to the Government.

(i) In the event of a partial termination, the portion of the fee which is payable with respect to the work under the continued portion of the con-tract shall be equitably adjusted by agreement between the contractor and Contracting Officer and such adjustment shall be evidenced by an amendment to this contract.

(j) The Government mAy from time to time, under such terms and conditions as it may prescribe, make partial payments and payments on account against costs incurred by the contractor in connection with the terminated portion of the contract whenever in the opinion of the Contracting Officer the aggregate of such payments shall ta within the amount to which the contractor will entitled hereunder. If the total of such payments is in excess of the amount finally determined to be due under this clause, such excess shall be payable by the contractor to the Government upon demand, together with interest computed at the rate of G percent per annum, for the period from the da_Le.such excess payment is received by the contractor to the date on which excess is repaid to the Government: Provided, however, That no interest shall be charged with respect to any such excess payment attributable to a reduction in the contractor's  ;

claim by reason of retention or other disposition of termination inventory until 10 days after the date of such retention of disposition, or such later date as determined by the Contracting Officer by reason of the circumstances.

(k) The provisions of this clause relating to the fee shall be inapplicable if this contract does not provide for payment for a fee.

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