ML20128L950
| ML20128L950 | |
| Person / Time | |
|---|---|
| Issue date: | 04/26/1985 |
| From: | Mechlin G, Smith P NRC OFFICE OF ADMINISTRATION (ADM), WESTINGHOUSE ELECTRIC COMPANY, DIV OF CBS CORP. |
| To: | |
| Shared Package | |
| ML20128L947 | List: |
| References | |
| CON-FIN-D-1167, CON-NRC-04-85-103, CON-NRC-4-85-103 NUDOCS 8505310526 | |
| Download: ML20128L950 (69) | |
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- 13 1 HIS 7A ADVEMISED 14. AccouN1 NG AND APPHOPRt AllON DAT A ~
AC,ogiS81 , ,, ION s Nicotian o PvHsuAN11o: B&P. No. 601940 FIN No. D1167 a ,,, ana ,,,), O touSC 23o4r n 1 0 41 uSc 252(cH10 ) Obligated: S 152,380.00 for Phase I ~
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i The Commission hereby accepts Westinghouse's propodal #84M1496 dated November 21, -
1984, and revisions thereto dated Fdbruary 19, 1985, l -
all which are incorporated into thisl contract by tdis refelrence to pe(for efforts as detailed herein for Phase I - Identificdtion, Assessment arid. Selection. ,
Phase II and Phase III are two separate unpriced or tions t!o be exercis ed at tne discretion of the NRC Contracting Of'ficer by modifi cation to the contiact.
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Contr.,ct ;o. :AC 01 35-103 4
Page.2 i
Section B --Supplies or Services and Prices / Costs
- 8. l ~ Brief Description of Work - Entitled "*4odeling Cognitive Behavior of Nuclear Power Plant Personnel" Identify cognitive aspects of behavior that offect safety, assess the related- impact . of cognitive' behavior on sa fety, select and assess cognitive .modeling approaches, . document . results of the research - and develop ~ an administrative plan for conducting the research, t
l- 8.2 For Phase I only: -
L Total Estimated C0st....................... 147,943.00 Fixed Fee...................................$ .S ~~4,437.00 Total Estimated Cost Plus Fixed fee. . . . . . .. 5]51@0TU0 -
8.3 Remittance Address L
Name: tiestinghouse Electric Corporation Address: P. O. Box 15582' Baltimore, Maryland 21263 4
Section C -. Description /Suecifications/ Work Statement C.) Stater.ent of Wori.
1
-C.I.1 Eackground The-- U. 5. Nuclear Regulatory ~ Commission (NRC) has dete rmined that m.
research on improved. methods and techniques for modeling , human _
m performance, especially its cognitive aspects, is needed to support
- nuclear power plant (NPP) reliability evaluations (e.g., Interim Reliabili ty Evaluation Program (IREP), Integrated Safety Analysis Program (ISAP), Severe Accident Sequence Analysis (SASA), Accident Sequence Evaluation Program (ASEP)), which employ probabilistic risk assessment (PRA) methodologies. Cognitive behavior involves information acquisition, assimilation and processing, decision making, and one or. more action responses carrying out that decision. To respond to this need, a phased 3-year research program is required.
C.).2 Contract Objectives Phase I objectives will involve: (1)identificationand_prioritization of selected NPP ' personnel jobs, roles and functions which involve aspects of cognitive behavior that af fect safety; (2) assessment of the e
E' b C ntem.t No. NRC 04 mS 103 Pige 3 impact of this. behavior on other plant personnel, plant safety ' systems-and overall plant risk; and (3) selection of one or more approaches for .
quantitatively and/or qualitatively modeling cognitive aspects of the -
jobs, roles and functions identified during performance of (1) above.
The Phase 11 research objective, if exercised by the NRC as 'an option based on Phase- I results, will involve development of a rnaxiinum 0Ft'wo inodels for analyzing the quantitative and qualitative aspects of cognitive activities emerging f rom Phase I research.
.The Phase L ill research objective, if exercised by the NRC as an-option based on Phase Il results, will involve field evaliiation/vaTidation OT the cognitive modeT(s) developed during Phase 11.
C.).3 Scope of Work
'The contractor shall furnish the personnel, equipment, ma te r.ia l s ,
transportation and facilities necessary to perform the following: ,
C.I.3.a Phase I - Identification, Assessment and Selection Task 1 - Meeting to identify Cognitive Aspects of Behavior that Affect Safety ,
The purpose of this task. 'is for the contractor to meet with . NRC
' personnel and other consultants identified by the NRC, to establish -
working definitions of cognitive behavior that affect _ sa fety; and ' y subsequently to , identify and classify such cognitive behavior as-undertaken by NPP personnel during normal and abnormal conditions, and the . context in which these cognitive activities are performed. This meeting' will be used to exchange information on work completed, or in progress by the NRC,- on cognitive-related issues (e.g. , recovery and diagnostic modeling, cognitive modeling workshop proceedings, PRA results), for use by the contractor in accomplishing subsequent research tasks during Phase 1. The meeting will also establish working definitions of cognitive behavior vis-a-vis safe operation of a NPP (e.g., information. gathering, assimilation, decision making.) Finally,
.the meeting will' direct (focus) program research on selected members of the NPP staff (e.g., control room opera tors , equipment ope ra to rs ,_ ,
maintenance personnel, supe rviso rs , managers). . At the end ' nf the .- 'f meeting, the contractor will have the following, as a minimum:
- Reference documentation and points of contact inside/outside t e NRC to be consulted by the contractor during subsequent Phase I tasks;
- Set of working definitions for identifying and isolating cognitive aspects of NPP personnel behavior that affect safety;
- Candidate NPP personnel whose jobs, roles and functions will be focused on during Phase I research.
The cont rac tor shall coordinate, schedule, convene, and provide an agenda for this meeting, not to exceed two days, with NRC personnel and other' NRC consultants as appropriate, at the NRC facilities in the
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&,ntre t "o. W C 00 "5-103 Page 4 m
Metropolitan Washington, D.C. area, within 30-days af ter the ef fective date . of the contract. The NRC Project Of ficer will provide to the contractor a list of the approximately ten NRC attendees for this meeting. The- NRC Proj ect Officer will also make the -necessary arrangements to reserve a conference room at the fiRC f acilities and
- will notify the Contractor as to location of such reserved room.
The contractor shall provide one copy of the minutes of the meeting to the NRC Project 0fficer - and one copy to the NRC Contracting Officer within one' week after the meetino. This task will involve one_ trip by the contractor to the NRC facilities.
. Task 2 - Assess Related _ Imoact of Cognitive Behavior on Safety L
. TheLpurpose of this task is to assess the impact of cognitive-based activities of each NPP job, role and function identified during Task 1, on other plant personnel, plant safety systems, ano on overall plant risk. The contractor shall employ working definitions of
- cognitive-related behavior, reference. documentation and points of contact from Task 1, to categorize and prioritize NPP jobs, roles and f unctions on the basis of their potential impact on safety.
The contractor shall submit a written draft list of the results of the NPP_ jobs, roles and functions analysis to the fiRC Project Of ficer 'f or ,
his review. Upon the NRC Project Officer's review and acceptance of ,
the draft list, the contractor shall submit one copy of a final written list to the NRC Project Officer and one copy to the NRC Contracting -
Of fice r. This task will involve one trip by the contractor to the NRC -
facilities.
Task 3 - Select and Assess Cognitive Modeling Aporoaches Tne purpose of this task is to identify a maximum of five approaches (i.e., cuantitative, qualitative) as a basis for modeling cognitive aspects of NPP personnel jobs, roles and functions emerging from Task
- 2. The contractor shall conduct a su rvey of the literature on cognitive treodeling and its applications to the types of jobs, roles and functions emerging from Tasks 1 and 2. This survey will focus especially on the proceedings of fiRC's cognitive modeling workshop of August 1982 (NUREG/CR-3114). (Refer to C.4 - References for copy of ,-
7; this document). The contractor shall establish a. set of criteria for -
assessing each modeling approach's adequacy for analyzing the tiPP jobs, roles and functions of interest. Finally, the contractor shall~ carry out the aforementioned assessment for each cognitive modeling approach identified as part of this task.
The contractor shall submit a written inventory of cognitive modeling approaches identified as part of this task including discussions of their strengths and weaknesses for responding to the safety-related objectives of this research program, in one copy to the NRC Project Of ficer, and one copy to the tiRC Contracting Of ficer.
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' Contract No. NRC ,04 05-103 -
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' Task 4 - Document Results of Phase i Research and Presentations The purpose of this task is: (1) prepare a written report of Phase I results, and (2) make formal presentations of these results as directed by the NRC Project Officer. The report will be used by the NRC as a basis- for selecting NPP jobs, roles and functions, and as a specification to develop a maximum of two methods for modeling cognitive behavior during Phase 11. The written report shall be'in accordance with the format requirements of NRC Manual Chapter 3202,
" Publication of Unclassified Regulatory and Technical Reports Prepared by NRC Contractors" (Attachment 3 to the contract). Six copies of a final draf t of the report shall be submitted to the NRC Project Officer for review not later than eleven months after the effective date of the .
contract. Upon the NRC Project Officer's review and written acceptance of the final dra f t report, the contractor shall submit the final written report in one camera-ready and one copy' to the NRC Project Officer, and one copy to the NRC Contracting Officer prior to the last day .of the contract Phase i period of performance. -
' At the discretion of the'NRC Project Officer, the contractor may be requested to make a formal presentation of Phase 1 results to NRC personnel at the NRC facilities during the performance of Task 4.
Should the NRC_ Project Officer request such a presentation, the -
contractor shall convene the presentation in the same manner as the -
initial meeting for Task 1 above. .
The NRC holds an annual Light Water Reactor Safety Research Meeting each October in Gaithersburg, Maryland. .The NRC Project Officer may request the contractor to prepare a paper summarizing the Phase I research results under this contract for presentation to the 1985 meeting. On or before July 15, 1985, the NRC Project Officer will inform the contractor and the NRC Contracting Officer, in writing, of his decision whether to request the contractor to submit a draf t paper for review. Upon the NRC Project Officer's written request, the contractor shall submit a dra f t paper to the NRC Project Of ficer by August 15, 1985. Upon review of the paper, and any subsequent discussions with the contractor, the NRC Project Of ficer will inform the contractor and the NRC Contracting Of ficer,. in writing, on or before September 15, 1985, of his decision whether to request the % r contractor to present the paper, which has been approved by ti.e NRC "" N Project Officer, at the October 1985 Light Water Reactor Safety Research Meeting. The one-day presentation shall be given by the contractor's key personnel as identified in Section H.1 herein, or by an alternate person mutually satisfactory to both the contractor and the NRC Project Of ficer.
I Task 4 may involve two trips to the NRC facilities at the discretion of the NRC Project Officer for two separate presentations.
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Task 5 - final Plan for Phase 11 Research The purpose of this task is to prepare a final adri.ir.istrat ive and <
technical plan for the development of the nodels as detailed under l
L
r.,ntract %. 'AC-01 35-103 Page 6 Phase 11 of this contract. P,ased on the contractor's findings during the Phase I research, the contractor shall include in the plan, as a minimum, any revised technical approach, evaluation criteria of methods, personnel, or schedules beyond those presented in his original technical proposal that he may deem necessary for the performance of Phase 11 research. This plan shall be developed concurrent with Task 3 and one copy shall be submitted to the NRC Project Officer and one copy )
to the NRC Contracting Officer, not later than ten months after the effective date of the contract. This task will involve one trip by the contractor to the NRC facilities.
C.l.3.b Optional Phase II - Model Development If the government exercises its option to require additional work as described herein under Phase II, the cost to perform such work and the delivery schedule shall be negotiated by the NRC Contracting Officer and a funded modification to the contract will be issued to the contractor. Refer to Section H.11 entitled, " Option to Extend the Terms of the Contract Services." -
~
Task 1 - Development of Models The contractor shall develop a maximum of two models for qualitatively and quantitatively describing and predicting cognitive aspects of -
selected NPP jobs performed by operations, maintenance, etc. personnel -
which are related to safety during normal, abnormal and emergency. -
conditions, using the suitable approaches identified by the contractor ~
during performance of Task 3 under Phase 1 of this contract, and in accordance with the NRC-approved plan developed under Phase 1 (Task 5) of this contract.
Task 2 - Document Results of Phase 11 Research and Presentations The purpose of this task is: (1) prepare a written report of Phase Il results, and (2) make formal presentations of these results as directed by the NRC Project Of ficer. The written report shall be in accordance with the format requirements of NRC Manual Chapter 3202, " Publication of Unclassified Regui tory and Technical Reports Prepared by NRC Contractors" ( Attachment 3 to the contract). Six copies of a final draf t of the report shall be submitted to the NRC Project Officer for ~ 7A review not later than eleven months af ter the ef fective date^of the ' >
contract modification for this optional Phase 11. Upon the NRC Project Officer's review and written acceptance of the final draf t report, the contractor shall submit the final written report in one camera-ready and one copy to the NRC Proj ect Of ficer, and one copy to the NRC Contracting Officer prior to the last day of the contract Phase 11 period of performance.
At the discretion of the NRC Project Officer, the contractor may be requested to make a formal presentation of Phase Il results to NRC .
personnel at the NRC facilities during the performance of Task 2.
Should the NRC Project Officer request such a presentation, the contractor shall convene the presentation in the same manner as the c initial meeting for Task I of Phase I in this contract.
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Contract 30. WC-04-35-103-Page 7 L
The NRC each : holds October an annual Light in Gaithersburg, Water Reactor Sa fety Research heeting Maryland.
The NRC Project Officer may request the contractor to prepare a paper summarizing 'the Phase Il research ' results under this contract for presentation to the 1986 meeting. On or before July 15, 1986, the NRC Project Officer will inform the contractor and the NRC Contracting Officer, in writing, of his decision whether to request the contractor to submit a draf t paper L
for review. Upon the fiRC Project Officer's written request, the contractor shall submit a draf t paper to the NRC Project Officer by August 15, 1986. Upon review of the paper, and any subtequent l discussions with the contractor, the NRC Project Officer will inform the contrac tor and the NRC Contracting Officer, in writing, on or before September 15, 1986, of his ' decision whether to request the contrac tor to present the paper, which has been approved by the NRC Project Officer, at the October 1986 Light Water Reactor Safety Research Meeting. The one-day presentation shall be given by the contractor's key personnel as identified in Section H.I herein, or by an alternate person mutually satisfactory to both the contractor and -
the NRC Project Officer.
Task 2 may involve two trips to the NRC facilities at the discretion of the NRC Project Officer for two separate presentations.
l Task 3 - Final Plan for Phase I_II Research -
The purpose of this task is to prepare a final administrative and technical plan for evaluating / validating the cognitive models developed l during Phase 11 of this contract. Based on the contractor's findings during the Phase Il research, the contractor shall include in the plan, as a minimum, any revised technical approach, evaluation criteria of nethods, personnel, or schedules beyond those presented in his original technical proposal that he may deem necessary for the performance of Phase Ill research. This plan shall be developed concurrent with Task
? and one copy shall be submitted to the NRC Project Of ficer and one copy to the NRC Contracting Of ficer, not later than ten months af ter the ef fective date of the Phase 11 contract period. This task will involve one trip by the contractor to the NRC facilities.
C.l.3.c _ Optional Phase 111 - Model Evaluation / Validation " %
- x If the government exercises its option to require additional work as described herein under Phase III, the cost to perform such work and the delivery schedule shall be negotiated by the NRC Contracting Officer and a funded modification to the contract will be issued to the contractor. Refer to Section H.11 entitled, " Option to Extend the Terms of the Contract Services."
(
L Cu.ti .o t No. WC UMS 103 Page 8 Task 1 - Collection and Analysis of Evaluation / Validation Data The contractor shall collect and analyze laboratory, survey and field data, as appropriate, to provide a rigorous evaluation / validation of the cognitive model(s) developed during Phase 11 of this contract. The contractor shall collect and analyze evaluation / validation data in accordance with the NRC-approved plan developed under Task 3 of Phase II. In cases where the contractor requires primary data from utility or NPP personnel to support the evaluation / validation, the contractor shall submit one copy of a written statement of need and justification to the NRC Project Officer for his written approval, and one copy to the NRC Contracting Officer. If the Project Officer determines it appropriate, the contractor shall also submit a written request, through the NRC Project Officer, to the Office of Management and Budget (OMB) for OMB's clearance. This task will be considered complete at such time that all data collection and analysis activities have been accomplished in accordance with the NRC-approved administrative plan developed under Task 3 of Phase II. .
Task 2 - Document Results of Phase Ill Research and Presentations The purpose of this task is: (1) prepare a written report of Phase III results, and (2) make formal presentations of these results as directed ~
by the f4RC Project Of ficer. The written report shall be in accordance '
with the format requirements of f4RC Manual Chapter 3202, " Publication of Unclassified Regulatory and Technical Reports Prepa red by NRC -
Contractors" (Attachment 3 to the contract). Six copies of a final c draft of the report shall be submitted to the NRC Project Officer for review not later than eleven months af ter the ef fective date of the contract modification for this optional Phase 111. Upon the NRC Froject Officer's review and written acceptance of the final draft report, the contractor shall submit the final written report in one camera-reooy osid one copy to the NRC Project Officer, and one copy to the NRC Contracting Officer prior to the last day of the contract Pnese 111 period of performance.
At the discretion of the NRC Project Officer, the contractor may be requested to make a formal presentation of Phase 111 results to NRC personnel at the NRC facilities during the performance of Task 2. _
Should the NRC Project Officer request such a presentation _ the --
contractor shall convene the presentation in the same manner as the initial meeting for Task 1 of Phase 1 of this contract. -
The NRC holds an annual Light Water Reactor Safety Research Meeting each October in Gaithersburg, Maryland. The NRC Project Officer may request the contractor to prepare a paper sunnarizing the Phase Ill resea rch results under this contract for presentation to the 1987 meeting. On or before July 15, 1987, the NRC Project Of ficer will inform the contractor and the NRC Contracting Of ficer, in writing, of his decision whether to request the contractor to submit a draf t paper for review. Upon the NRC Proj ect Officer's written request, the contractor shall submit a draf t paper to the NRC Project Of ficer by August 15, 1987. Upon review of the paper, and any subsequent discussions with the contractor, the NRC Project Of ficer will inform
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'the contractor and the f4RC Contracting Officer, in writing, on or
~before September 15, 1987, of' his decision whether to request the contractor.- to present the paper, which has been approved by the NRC Project Of ficer, at the Oc t ober 1987 Light Wa ter Reactor. Safety O ' Research ' Meeting. The one day presentation . shall be given by the contractor's key personnel as identified in Section H.I herein, or by an alternate. person mutually satisfactory to both the contractor and the f4RC Project Officer.
' Task'2 may involve two trips to the NRC. facilities at the discretion of the fiRC. Project Officer for two separate presentations.
- C.2 Level of Effort
~
- The NRC's estimate of the total- of scientific, technical, and clerical ef fort .for this project is approximately 1.25 staff-years for Phase I, 1.75 staff-years for Phase 11, and 2.5 staff-years for Phase 111. This information is advisory and is not to be considered as the sole basis for the development of your staffing plans. You must detail' how you intend to accomplish each objective covered herein. ,
C.3 Meetings and Travel Prior to any trip taken during the period of performance under this ,
contract, the contractor shall obtain verbal or written approval of the NRC Project Officer. ,
C. 3.1 ' During performance of Phase 1, one meeting shall be scheduled for Task 1, Task 2 and Task 5, not to exceed two days each. Two one-day meetings shall be scheduled for Task 4 at the request of the NRC Project 'Of ficer.
C.3.2 During performance of the optional Phase II, one meeting shall be scheduled for Task I, Task 2 ano Task 5, not to exceed two days each.
Two one-day meetings shall be scheduled for lask 2 at the request of the NRC Project Officer for presentations, a '
C.3.3 During performance of the optional Phase Ill, one meeting shall be scheduled for. Task I and Task 2 not to exceed two days each. Two one-day meetings shall be scheduled for Task 2 at the request of the NRC Project Of ficer for presentations. Additionally, a maximum 20-drlls _,i travel to data collection sites within the continental United States shall be scheduled as required under Task 1. -
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Contract '!o. "kC 0?-i:5-103 Page 10
- C.4 References The reference NUREG/CR-3114 on the proceedings .of TJRC's cognitive modeling workshop of August 1982 may be purchased by calling (301) 492-9530 or by. writing to the Publication Services Section, Division of Technical Information and Document Control, U. 5. Nuclear Regulatory Commission, Washington, D. C. 20555, or purchased from the-National Technical Information Service, Department of Corimerce, 5?85 Port ' Royal Road, Springfield, VA 22161. This reference document may be purchased by charging to a' GPO Deposit' Account, Visa or MasterCard account, or by check or money crder. * '
This reference NUREG/CR-3114 is also available for review at the U. 5.
Nuclear Regulatory Commission Public Document-Room, which is located in the lobby of 1717 H Street, Washington, D.C. Copies may be made for a -
fee.
Section D - Packaging and Marking .g. ,,, ,
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D.1 Packaging and Marking- -
The Contractor shall use standard commercial packaging for all items to be delivered. On the front of the package, the Contractor shall ,
clearly identify the contract number under which the product is being provided. ,
-Section E - Inspection and Acceptance E.1 FAR Citations 52.246-5 it;5PECT10tl 0F SERVICES--COST-RElHSURSEMENT. (APR 1984)
(a) Definition. " Services," as used in this clause, incluoes services performed, workmanship, and material furnished or used in performing services.
(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the services under this contract.
Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and __.
for as long af terwards as the. contract requires. .
u d[,
(c) The Government has the right to inspect and test 211 services called for by the contract, to the extent practicable at all places ano times during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.
(d)- If any. of the services performed do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, for no additional fee. When the defects in services cannot be correctd by reperformance, the Government may (1) #
require the Contractor to take necessa ry action to ensure that future performance conforms to contract requirements and (2) reduce any fee payable ,
under the contract to reflect the reduced value of the services performed, o ,
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CLntrat No. NRC-04-35-103 Page 11 i
(e) If the Contractor fails to promptly perform the services again or take the action necessa ry to ensure future performance in conformity w'ith contract requirements, the Government may (1) by contract or otherwise, perform the services and reduce any fee payable by an amount that is equitable under the circumstances or (2) terminate the contract for default.
(End of clause)
(R 7-1909.5 1971 Nov.)
Section F - Deliveries and Perfornance - -
F.1 Reports, Documentation and Other Deliverable End items F.1.1 Monthly letter Status Reports By the 20th of each month, three copies of a brief letter report shall be submitted to the NRC Project Officer and one copy to the NRC Contracting Officer which summarizes the work performed during the ,
previous month, personnel . time expenditure during the orevious month, and costs generated against the work effort. Also contained in each nonthly report shall be a breakout of the following items, as a minimum: (1) Number and distribution of labor hours utilized during reporting period for each task; (2) Contractor's assessment of -;
cumulative percentage of technical work completed for each task; (3) ..-
detail of all direct and ' indirect costs incurred during the reporting period; and-(4) balance of total expenditures during reporting period and cumulative balance of total expenditures curing contract period. d F.1.2 Technical Information, Reports and Presentations a) Phase 1
- 1. Minutes of initial c:eeting under Task 1.
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- 2. Final list of results under Task 2, subsequent to submittal of a draf t list of results.
- 3. Inventory of cognitive modeling approaches under Task 3.
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- 4. Final report under Task 4, prepared in accordance with 1.'!C
- Manual Chapter 3202 (Attachment'3 to this contract). -
- 5. If requested by .the NRC Project Officer under Task 4, a paper summarizing Phase I research and presentation to NRC personnel and/or at the 1985 NRC Light Water Reactor Safety Research Information Meeting.
- 6. Administrative Plan under Task 5.
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Contract f!o. MC-04105.103' Page-12 b) Phase h 11-(Option)
- 1. - Final report under Task 2, prepared in accordance with NRC Manual Chapter 3202 (Attachment 3 to this contract), and if requested by the NRC Project Officer, presentation of - the report' to the- NRC.
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- 2. 'If requested by the NRC Project Of ficer under Task 2, a paper suruna rizing . Phase Il research and presentation to the 1986 t,RC Light Water Reactor Safety Research Meeting. -
- 3. ' Administrative plan under Task 3.
c) Phase Ill_ (Option)
- 1. Final report under. Task '2, prepared in accordance with NRC Manual Chapter 3202 ( Attachment 3 to the contract), and if ,
requested by the NRC Project Officer, presentation of the report to the NRC. -
- 2. If requested by the NRC Project Officer under Task 2, a paper summarizing Phase III research and presentation. to the 1987 .
, NRC Light Water Reactor Safety Research Meeting. .
F. 2 Place of Delivery .
i-The items to be furnished hereunder shall be delive red, with all transportation charges paid by the. Contractor, to:
- 1. Copies to Project Officer:
U. S. Nuclear Regulatory Commission Attn: Dr. Thomas G. Ryan Office of Nuclear Regulatory Research Division of Risk Analysis and Operations itail Stop: 5650 N/L Washington, DC 20555
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- 2. Copy to Contracting Officer: -
U. S. Nuclear Regulatory Cormission Attn: Contracting Of ficer Division of Contracts
~ Mail Stop: AR-2223 Washington, DC 70555
'F '3 Duration of Contract Period C
This contract shall become effective on the effective date as specified in '
. block 3 of the Standard form 26, and shall continue to completi.on thereof, within twelve-(12) months after said contract is effective for Phase r
- m. .
Cuit r.u.t ';o. WC 01-85-103 Page 13 F.4 _FA_R Citations 52.212-1 TIME OF DELIVER). (APP,1984)
Contractor shall refer to F.1 - Peports, Documentation and Other Deliverable End items.
52.212-13 STOF-WORK ORDER.-- Alternate 1 (APR 1984)
(a) The Contracting Of ficer 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' 90 days af ter the order is delivereo to the Contractor, and for any further period to which the parties may agree. Tne oroer shall be specifically ioentified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor _ shall irmediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work r. overed by the order during the. period of work stoppage.
Within a period of 90 oays after a stop-work order is delivered to the -
Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either-- -
(1) Cancel the stop-work order; or (2) Terminate the work covered by the order as provided in the, Termination clause of this contract or the Termination for Convenience of the -
Government, clause of this contract. -
(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.
The Contracting Officer shall make an eouitable adjustment in the delivery "
schedule, the estimated cost, the fee, or a combination thereof, and the contract shall be modified, in writing, accordingly, if--
(1) The stop-work order results in an increase in the time recuired for, or in the Contractor's cost properly allocable to, the perf ormance of any part of this contract; and (2) The Contractor asserts a claim for the adjustment within 30 days' after tne enc of tne period of work stoppage; providec, that, if ine Cuntracting Officer decides the facts justi fy the action, tne Contracting Officer may receive and act upon the claim asserted at any time before finai payment under this contract.
(c) If a stop-work order is not canceled ano the work covereo by tne oroer is terminated for the conveninece of the Government, the Contracting Of ficer *:s shall allow -rcasonable costs resulting from the stop-work order in arriving at ~
the termination settlement. -
(d) If a stop-work order is not canceleo and the work covered by the order is terminated f or default, the Contracting Of ficer shall allow, by equitable adjustment or otherwise, reasonable costs resulting f rom the stop-work order.
(End of clause)
(AV 7-105.3 1971 APR)
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Section. G - Contract Administra tion Data -
G.)_ Consideration Estiraated Cost, Fixed Fee and'0blication (for Phase I Only) ,
1.
It is estimated that the total cost to the Government for full performance of Phase.1. of this contract will' be $152,380.00, b'f which the sum.of $ , represents the estimated reirr6ursable costs, I and of which ! represents' the' fixed fee.
- 2. . Total funds currently available for payment and allotted 13 this contract are $152,380.00, of which 5 represents the
- i. estimated reimt arsable costs, and of. wh'ich. ' represents F the fixed fee.
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- 3. It is estimated that the amount currently allotted will cover performance of Phase I which is sch'eduled to be completed 12 months
} from the effective date of the contract. ,
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G;2 q t Overhead / General and Administrative Rates .i A. Pending the establishment of final overhead rates which shall be negotiated based on audit of actual costs, the Contractor shall be
_ reimbursed for allowable -indirect costs hereunder at the provisional rate of percent of R&D Labor.
B. Pending the establishment of final general and / admin'istrative rates which shall be negotiated based on audit of actual cnsts, the Contractor shall be reimbursed for alle..;able indirect rnsts hereunder at the provisional rate of percent of. R&D Center Labor and Engineering Overhead.
C. kotwi ths toriding A. and E. of this Section, saic pr ovi s iona l 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 Of ficer.
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G.3- Payment of Fixed Fee -
Payment of fixed fee shall be in accordance with paragraph .(b) of clause 52.216-8 entitled " Fixed Fee" and the h'RC billing instructions in Part 111, Section J.
! G.4- Technical Direction '
1 A. Performance of the work under this contract shall be subject to the technical direction of the NRC Project Officer narhed in ;,
.- . Section G.5 of this contract. The term " Technical Direction" is-defined to include the following:
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Contrect No. M C U4-MS 103 Page 15
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' Technical direction to the Contractor which shifts work emphasis between areas of work or tasks, requires pursuit of certain lines of inqui ry , fills in details or otherwise serves to. accomplish the contractual scope of work.
'2. Providing assistance to the Contractor in the preparation of
~ drawings, specifications or technical portions of the work
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-description.
- 3. Review and where required by the con tract. approval of technical reports, drawings, specifications and technical information to be delivered by the Contractor to the Government under the contract.
B. Technical direction must be within the general scope of work stated in the contract. The Project Officer does not have the authority to and may not issue any technical direction which:
- 1. Constitutes an assignment of additional work outside the -
general scope of the contract.
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2.. Constitutes a chance as defined in the clause of the General Provisions, entitled " Changes."
- 3. In any way causes an increase or decrease in the total -
- l. estimated contract cost, the fixed fee, if any, or the time -
required for contract performance.
1.
- 4. Changes any of the expressed terms, conditions or specifications of the contract.
C.
l ALL TECHNICAL DIRECTIONS SHALL BE ISSUED IN WRITING BY THE PROJECT OFFICER OR SHALL BE CONFIRMED BY SUCH PERSON IN WRITING WITHIN TEN (10) WORKING DAYS AFTER VERBAL ISSUANCE. A copy of said written direction shall be submitted to the Contracting Officer.
The Contractor shall proceed promptly with the performance of technical directions duly issued by the Project Of ficer in the-manner - prescribed by this article and within such person's authority under the provisions of this article.
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. T If, in the opinion of the Contractor, any instruction or direction issued by the Project Officer is within one of the categories as defined in B(1) through (4) above, the Contractor shall not proceed but shall notify the Contracting Officer in writing within five (5) working days after the receipt of any such instruction or direction.and shall request the Contracting Officer to modify the contract accordingly~. ' Upon receiving such notification from the Cont ractor, the Contracting Officer . shall issue an appropriate contract modification or advise the. Contractor in writing that, in e the Contracting Officer's opinion, the technical direction is within the scope of this article and does not constitute a change under.the Changes Clause. -(
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Centi n t ';o. !.RC M & l03 Page 16 i- , P; Any vr.rntha iled (: ,i t re n t or di'm tion i* wed by tb h W r.c t Of f'ii e t to if nit in c. r. u w .cs v ry d i ay in the (% ,reci m 's perf ormente,--and pay even result in the Contrcctor eq,encang f unds for unallowable costs under the contract.
E '. A failure .of the parties to agrec upon the na t u re of- the instruction or. direction or upon the contract action to be taken wi th . respect thereto shall be subject to the provisions of the contract clause entitled " Disputes."
- G.5 _
Project Officer A. The individual (s) listed in "B" below is (are) hercby designated a s. the Contracting Officer's authorized representative (hereinaf ter called Project Officer) ..for technical aspects of this-contract. The Proiect Officer is not authorized to approve or-reouest any action wnicn results in or could result in an increase in contract costt or terminate, settle any , claim or]ispute a rising .uncer the contract, or issue any unilateral oirective wnatever.
The Proj ect Officer is respcnsible for: . (1) rnoni to rine the Controctor's technical progress, including surveillance and assessment of performance, and recommending to the Contracting Officer changes in requirements; (2) interpreting the scope of work;- (3) performing technical evaluation a s- required; (4) performing technical inspections and acceptances required by this-contract; and (5) assisting the Contractor in the~ resolution. of technical problems encountered during performance. Within the purview of this authority, the ' Project Officer is authorized to review all costs . requested f or ; reimbursernent by Contractors :and submit recorc.endations for approval, disapproval, or suspension for . supplies / service's required- under the contract. The-Contracting Officer is responsible for directing or negotiating any changes in~ terms, conditions, or amounts cited in 'the contract.
for guidance from the Project Officer to the ~ Contractor . to be valid, it must: (1) be consistent with the description of work set forth in the contract; (2) not constitute new assignment of '
work or change to the expressed terms, conditions or specifications ' incorporated into this contract; (3) not constitute i 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.
B. Name and Mail Code: Dr. Thomas.G. Ryan, 5650 N/L Office Address: U. S. Nuclear Regulatory Commission Office of Nuclear Regulatory Research Washington,'DC 20555 #
Telephone Number: (301) 433-7619
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rege 17 6.0 re,c en t ' ,e N ie.
(a) ro ; nt s u A r th i s t o r ne t . sill 1,e doe 3? ( c),. J e r deys o f t e r . t he later of:
(1) The date of actual receipt of a proper invoice (original and 4 copies) to:
U.S. Nuclear f.egulatory Comissinn Division of Accounting and finance Office of Resource riar,ecement ATTN: GOV /CCM Accconts 59c t ior.
Uar.hingion, D.C. 20555 or (2) The date the final deliserable product / service is accepted by the Government.
(b) for the purpose of determining the due date for payment and for no otner purpose, acceptance will be deemed to occur 3D calendar days after the date of deli ve ry of tne final deliverable product / service performed in cccordance with the t e rms of the ControCt.
(c) If the final product / service is reiected for failure to conform to the technical reouirements of the contract, the provisions in paragraph (b) of this caluse will apply to the new delivery of the
-final product / service.
.(d) The date of payment by wire transfer through the T rea sury fi r.a ncial Communications Sys t ert shall be considered the date pay.ent is made f or indivicual payments exceeding 525,000. The date a check is issued shall' be considereo the date payment is made for individual payments of SP5,000 or less.
G.7 invoice Recuirements invoices shall be submitted in an original and 4 copies to:
0.5. tiuclear Regulatory Coianission Division of Accounting and Finance Office of Resource Management ATTh: GOV /COM Accounts Section Washington, D.C. 20555.
To constitute a proper invcice, the invoice must include the following information and/or attached documentation:
(1) Name of the business concern and invoice date.
(2) Cont ract number or other authoritation for delivery of property or services.
(3) Cescription price end g.antity of property end services ectually deiner ed or rcodered.
(4) Shipping and payment ter ms.
f u.! i e c t '.'O . f. 'C S - 4 in3 Page 18-(,,i.eie 4
(5) *.de preciiccM c), ty t ic , ii ee en Wr, erd m ph ie L
mai. ling oddress of responsible of ficial to whom payment is to be sent.
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.(6) 'Other. substantiating documentation or information as required by~
the contract.
G. 8 - ~ Interest on Overdue rayments
. (a) The Frompt Payment Act, Public law 97-177 '(96 STAT. 85, 31 ll5C
~1801) is applicable. -to . payment of the expiration invoice under this . contract and requires the payment of interest to Contractors on overdue' payments of the expiration invoice or improperly taken discounts.
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(b)- Determinations of interest due will be made in accordence with the provisions of the Prompt Payment Act and Office of- 14anagement and
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Budget Circular A-125, Vol. 47 federal Register 37321, ' August 25, 1982. Among_ other considerations, 014B Circular A-125 provices that:
(1) Interest penalties are not recuired when payment is' delayed because of a disagreement over the amount of payment or.'other.
issues concerning. compliance with the terms of the contract.
'(2); Whenever a proper invoice is paid af ter the due date plus 15 days, _ interest will be included with the payment at the.
interest rate. applicable on the. payment date. . Interest will ~
be computed f rom. the day after the due ~ date through the-payment date.
.(c) for purposes of this clause, an expiration invoice is defined as a claim submitted for costs incurred for performance. through th'e expiration date of a Cost ' Type 'contrect.
G . 9' - t4ethod of Payment-(a) Payment under this contract will be made by wire transfer through the Treasury Financial Communications. System for- each individual payment , in excess of. S25,000 and by Treasury check for each
. individual payment of 525,000 or less.
(b)'LWithin seven days-- af ter the ef fective date of -the contract, _the
- Contractor shall forward the following information in writing to-the Contracting Of ficer to facilitate wire transfer of contract payments. -In the . event that the . Contractor.'s financial institution has. access to 'the federal Reserve Cc.,mu ni c a t i ons.
' Sy s t em , Contractor 'shall complete all items except items 7 - 9.
-In the event the Contractor's fir.ancial institution does n'ot .have-
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. eccess to the federal Reserve Ca.%nications Systam, Ccntractor shall complete all items.except-item 4.-
1.. N:-ne and address of orga ni7a t icr.
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- ~ r: nt m t ';o. m U M vb 103 l' age 19
?. C c r.1 c c perscr e d 1 Iephunc n d .er 3 '. r;ame and address of financial institution f 4. Financial institutions's 9-digit : ABA identifying number for 3
routing transfer of funds
- 5. Telegraphic abbreviation of financial institution 6 '. Account nun.be r at your financial institution'your financial institution receives electronic funds transfer mssages through, if it aoes not have access to the Federal Reserve Communications System
- 7. fiame and adaress of the corresponcent financial institution l ,
your financial institution receives electronic f unds transfer
'- raessages through, if it does ~ riot have access to the Federal Reserve Communications System
- 8. Correspondent financial institution 9-digit ABA identifying number for routing transf er of f unds
- 9. .Telegrcphic abbreviation of correspondent financial institution
- 10. Signature and title of person supplying this inforr.ation (c) Any changes ' to the information furnished under . paragraph (b) of this clause shall be furnished to the Contracting Officer in writing. It is the Contractor's responsibility to furnish these ct,anges promptly to avoic payments to erroneous bank accounts.
. G 110 . Travel Reimbursement The costs'for travel expenses associated with contract reviews, presentations and meetings- is . covered as a part of the Engineering: Overhead! Rate applied .to the' direct labor cost. However, for any travel required for field. installa-tion or field service of equipment, the Contractor shall first obtain written
- approval of such travel by the NRC Contracting Officer 'and such travel shall be in accordance with the following:
- 11. Per diem shall be reimbursed at a daily rate not to exceed 550.00. 'The
~ per diem amount is comprised of lodging expense plus 523.00'for meals
-and. miscellaneous expense, the total of which shall not exceed .the daily rate.
- 2. When travel is- to one of the high-rate geographical areas as detailed in the Federal Travel Regulations, actual subsistance costs shall be reimbursed at a daily rate not to exceed 575.00.
- 3. ;The cost of travel by privately owned autc"obile shall- be reinbursed at the rate of 20.5c per mi_le.
-4. The- cost of travel by rented automobile shall be reirrbursed on a reasonable actual expense basis.
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. . ,1, . i. t ' 0 . FL M -; b 103 Pcge 19a
- 5. All tv .n c c i i e r t r.n+ 1 i . , sr': h i,i.. kr ' i- 11 '. e v ; c ,.i m .j cl.m ren r . n av:211 rle 11 et ' . m il c:le t- a t v.m wr will t.e av .,1c'.od that - i e' . t Ic ' a. s det' -
<. r e t a t .u ;o i . . l e first-class air travel is not authorized.
- 6. Receipts are required for coman carrier transportation, lodging and miscellaneous items in excess of 525.00.
Section H - Snecial Contract Reouirements H.1 tey Personnel (a) The following individuals are considered to be essential to the successful performance of the work hereunder.
L. F. Hanes "m . ". ". '. . m r..y 8-D. D. Woods -
J. M. Gallagher E. M. Roth The Contractor agrees that such personnel shall not be removed from the contract work or replaced without compliance with paragraphs (b) and (c) hereof.
(b) If one or more of the key personnel for whatever reason becomes or is expected to become, unavailable for work under this contract for a continuous period exceeding 30 work days, or is expected to devote substantially less effort to the work than indicated in the proposal or ini'ially anticipated, the Contractor shall immediately notify the Contr a ing Offic and shall, subject to the concurrence of the REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
fonti a t 'M. WC-04-;'5-io3 rage 70 Centrect ing Of ficer 'or his ..u,tbri:M ir;. m nibtisc, t'. .ptly repb u such persor.nel with per sonnel of at Itast substentially equal ability ano qualifications.
(c) All requests for appro'alv of-substitutions hereunder must be_-in writing and provide a detailed explanation of the circumstances necessitating.-the~ proposed substitutions. .They.must contain a complete resume for :the proposeo substitute, and other inf ormatior, requested by the Contracting Officer or needed by him to approve or 01sapprove the
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proposec substitution. The Contracting Officer or nis authorized representative will evaluate such requests ~ and promptly notify the Contractor of his approval or disapproval thereof in writing.
(d) If the Contracting Officer determines that suitable and timely replacement of key personnel who have been reassigned, terminated or have otherwise become unavailable for. the contract work is not reasonably ! forthcoming or _ that the resultant reduction of productive effort would be so substantial -as to impair the successful completion of the contract or the service order, the contract may be terminated by the _ Contracting Of ficer. for default or for the convenience of tne Gove rnne nt , as appropriate, or, at the' discretion of the Contracting Officer if he finos the Contractor at fault for the condition, the contract price or~ fixed f ee - may be equitably adjusted downward to compensate the ' Government for any resultant delay, loss or damage.
L H. 2- Consultant or Other- Comoarable Employment Services of Cont ractor Emaloyees (OMB Clearance t; umber 3150-0112)
The Contractor ~ shall require _ all employees who are employed full-time
'(an individual who performs work :under the cost-type contract on a full-time annual basi's) 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 shall transmit to the
. _ Contracting Of ficer all information cbtained 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 participation in such work, 'that he will not perform consultant or other compa rable employment services for another Commission cost-type Contractor under its contract with the Commission except with the prior approval of the Contractor.
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ns M , Co,O,nt ';o. WC-01 05 103 Pete 21
'h.3f Safety, Health, cred fire h oteQion The. Contractor shall take all. reasonable precautions in the performance Eof.~ the work under this contract to protect the health -- and safety of .
employees and of memoers of the public and to minimize canger from all hazaros to 1ife and' property 'and shall comply with all hcalth, safety, and fire protection regulations and requirements (including reporting recuirements) of the Commission and the Department of-Labor. In the event that- the Contractor fails to comply with said regulations or requirements, the Contracting. Officer may, without preiudice to any othe r . . 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 tne 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.
H . 4. 'Disseminatior of Contract Information (OfS Cleerence Number 3150-0112)
The. Contrac tor shall not publish, permit to ~be published, or disseminate . to the public any inf ormation, oral or written, concerning the work performeo under this contract without the prior ? written consent. of the Contracting Officer. Two copies of any information proposed to ' be -published ..or-- disseminated shall be submitted to 2the Contracting Officer. Failure to comply with this clause shall be
- grounds -for termination of this contract.
H. 5 - Private' Use of Contract Information and Data Except as otherwise spec ifically authorized. by Section H. , .publ'icationl of contract work of1 this~ contract, or ? as otherwise approved by . the Contracting Officer, information and other; data developed or accuired /
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by or furnished the Contractor in the performance of this contract, shall be used only in connection with the work under this contract.
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Contract tio. TAC-04-85-103 Page 22 H.6 Drawines , Desions , and, Sgcificat ions All drawings, sketches, . designs, design data, specifications, notebooks, technical and scientific data, and all photographs, negatives, reports, findings, recommendations, data and memoranda of eve ry 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 Commission at all reasonable times (for which inspection the . proper facilities shall be afforded the Comission 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 cont ra ct.
H.7 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, proprieta ry data (trade secrets) or confidential or privileged technical, business, or financial information, including Comission plans, policies, reports, financial plans, internal data protected by the Privacy Act of i 1974 (P.L.93-579), or other informati_on which has not been released to the public or has been determined by the Comission. to be otherwise exempt . f rom 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 information
.to the Commission or otherwise dispose of it either as the Contracting
~ 0fficer 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.
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Contract No. NRC-04-85-103-
.c Page 23 H.6 Secur ity (CME Clearance Nur!ber 3150-0112)
(a) It is the Contractor's duty t'o safeguard Restricted Data, formerly Restricted Data, and other classified information. The Cont ra c to r 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 connection with performance of this contract.
If retention by the Contractor of any classified matter is required after the completion or termination of the contract and such retention is approved by the Contracting Of ficer, 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. Comission.
(c) Definition of Restricted Data. The term " Restricted Data," as used in this clause, means all data concerning (1) design, manufacture, or utilization 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,
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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 ca tegory 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 l person not entitled to receive it, or failure to safeeuard any '
Restricted Data, formerly Restricted Data, or any other classified
Contract :fo. MC-04-85-103 Page 24 metter. that r,ay come to the Centractor or any prson under the Contractor's control in connection with work under this -contract, may subject the Contractor, its agents, employees, or subcontractors to criminal liability under the laws of the United States. (See the Atomic 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 otnerwise 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 generated by the Contractor in accordance with classification guicance by the Commission. Every subcontract and purchase order issued hereunder involving the origination or generation of classified documents, material, or equipment shall provide that the subcontractor or supplier shall assign classifications to all such documents, material, and equipment in accoroance with classification guidance furnished by the Contractor.
H.9 Contractor Organizational Conflicts of Interest (OMS Clearance Number 3150-0112)
(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 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
$20-1.5402(f) in the activities covered by this clause.
(c)- Work for. Others, hotwithstanding any other provision of this contract, during the term of this contract, the Contractor agrees to forgo entering into consulting or other contractual arrangements with any firm or organization, the result of which may . give rise to a conflict of interest with respect to the work being performed under this contract. The Contractor shall ensure that all employees who are employed full time under this~ contract and employees designated as key.
personnel, if any, under this contract abide by the provision of this clause. If the Contractor believes with respect to itself or any such employee that any proposed' consultant or other contractual- arrangement with any firm or organization may involve a potential conflict of interest, the Contractor shall obtain the written approval of the Contracting Officer prior to execution of such contractual 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 contrect, it does
Contract *;o. MC-04-85-103 Page 25 not . have any organi7ct ior.al conflicts of i r.t e res t , as cefined in 41 CFR 20-1.5402(a).
(2) The Contractor agrees that if after award it discovers organizational conflicts of interest with respect to this contract, it shall~ make an immediate and full disclosure in writing to the Contracting Of ficer. This statement shall include.
a oescription 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 ccems 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 been released.
to the public, the Contractor agrees not tc:
(i) Use such information for any private purpose until the \
information has been released to tne public; (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; (iii) submit an unsolicited proposal to the Government based on such 'information until one year after the release of such.information to the public, or (iv) release the information without prior written approval by the Contracting Officer unless such information has previously been released to the public by the NRC.
(2) In addition,- the Contractor agrees that ' to the extent it receives or is given access to proprietary data data protected by the Privacy Act of 1974 (Pub. L.93-579), or other confidential or privileged . technical, business, or financial information under this contract, the Contractor shall treat such infomation in accordance with restrictions placed on use of the information.
(3) ~ The Contractor shall have, subject to patent and security provisions of this contract, the right to use technical data it-produces under this contract for private purposes provided that all requirements of this contract have been met.
(f) Subcontracts. Except as provided in 41 CFR 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 Goverr. ment's rights.
.n. , ,, - ---
Contract No. NRC-0& 85-103 Page 26 (g) Eeredies. For breach of a ny of t he ebevc prescriptions or for intentional nondisclosure or misrepresentation of any relevant a
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 (ED0) in accordance with the proceoures outlined in $20-1.5411.
H.10' Option to Extend the Term of the Contract--Services
'(a) There are hereby created in the Government two options to require the contractor to perform the efforts specified in Phase 11 and Phase 111 as described in the Statement of Work herein, at the amount and for the period of performance to be specified at such time as the requirements arise.
(b) The Contracting Officer may exercise any one or a combination of options at various times when the need arises by giving written notice to the contractor provided, that the Government shall give the contractor a preliminary written notice of its intent at least 30 days before the contract expires. The preliminary _ notice does not commit the Government to exercise the option.
(c) 'The' options may be exercised at any time after the effective date of the contract. '
-(d) Upon exercise of any of the options, the following modifications will be made to the contract:
(i) the Statement of Work in Section C will be modified to incorporate the applicable Phase, as set forth herein and as further defined at such time.
(ii) the duration of the contract period in Section F.3 will be modified accordingly.
(iii) Section G.1, Consideration, will be modified accordingly.
(e) The Contracting Officer shall require the contractor to submit a Cost. Proposal, in the same' format as detailed under Section L.6 of-the Solicitation No. RS-RES-85-103, for the option efforts for the Government's consideration.
(f) - Pending exercise of the option for the additional effort under Phase II and Phase III, the contractor is not authorized to cornence work fo r t.hese tasks and the total obligation of the Government, pursuant to Clause 52.232-21, " Limitation of Costs,"
shall not exceed the amount set forth in this contract.
Contract flo. ';RC-04-?,5-103 I' age 27 (g) if the Gover.r.ent coercises this option, the c x t uidec c or.t rec t shall be consicered to include this option provision.
(h) The total duration of this contract, including the exercise of any options under this clause, shall not exceed three (3) years.
(End of-Clause)
Contract No. NRC-04-85-103 Page 28 PART II - 00f,iRACl CLAUSES Section 1 - Contract Clauses 52.202-1 DEFINITIONS. (APR 1984)
(a) " Head of the agency" (also called agency head") or " Secretary" means the Secreta ry (or Attorney General, Administrator, Governor, Chairperson, or other chief official, as appropriate) of the agency, including any deputy or assistant. chief official of the agency, and, in the Department of Defense, the Under Secretary and any Assistant Secretary of the Departments of the Army, Navy, and Air Force and the Oirector and Deputy Director of Defense agencies; and the term " authorized representative" means any person, persons, or board (other than the Contracting ' Officer) authorized to act for the head of tne agency or Secretary.
4 (b) " Contracting Officer" means a person with the authority to enter into, administer, and/or terminate contracts and make related determinations and findings. The term includes certain authorized representatives of the Contracting Officer acting within the limits of their authority as delegated by the Contractino Officer.
~
(c) Except as otherwise provided in this contract, the term " subcontracts" -
includes, but is not limited to, purchase orders and changes and modifications to purchase orders under this contract.
(End of clause)
(R 7-103.1 1979 MAR)
(R 7-203.1)
(R 7-302.1) ,
(R 7-402.1)
(R 7-901.1)
(R 7-1902.1) 1 (R 7-1909.1) 52.203-10FFICIALS NOT 10 BENEFIT. (APR 1984)
No member of or delegate to Congress, or resident commissioner, shall be admitted to any share or part of this contract, or to any benefit arising from it. However, this clause does not apply to this contract to the extent that this contract is made with a corporation for the corporation's general benefit.
(End of clause)
(R 7-103.19 1949 JUL)
(R 1-7.102-17) 52.203-3 GRATUITIES. (APR 1984)
(a) The right of the Contractor to proceed may be terminated by written notice .if, af ter notice and hearing, the agency head or a designee determines that the Contractor, its agent, or another r.epresentative--
(1) Of fered or. gave a gratuity (e.g., .an entertainment or gif t) to an officer, official, or employee of the Government; and (2) Intended, by the g ra tuity , to obtain a cont ra ct or favorable
. treatnent under a contract.
(b) The facts supporting this detennination may be reviewed by any court having lawful jurisdiction.
r
- r. . . . . . - _ . .
_.m , - - - - - _ ,. . , - - __
. _ _ _ _ ~ ~ . - _ . . - - - - . - - _
l Contract No. NRC-C M S-103 Page 29 (c) If this contract is t ermir.at ed oncer Umgrak (a ) abou , the Gm e rnment is entitlec -
4 (1)- To pursue the same remedies as in a breach of the contract; and r
(2) in addition to any other damages provided by law, to e x empla ry damages of not less than 3 nor more than 10 times the cost incurred by the Contractor in giving gratuities to the person concerned, as determined by the agency head or a-designee. (This subparagraph (c)(2) is applicable only if this contract uses money appropriated to the Department of Def ense.)
(d) The rights and remedies. of the Government provided in this clause shall not be exclusive and are in addition to any other rights anc rcmedies provided
(
by law or under this contract.
1 (End of clause)
(R 7-104.16 1952 MAR) 52.203-5 C0VENANT AGAINST CONTINGENT FEES. (APR 1984)
(a) The Contractor warrants that no person or agency has been employed or retained to solicit or obtain this contract upon an agreement or understanding for a contingent fee, except a bona fide employee or agency. For breach or violation. of this warranty, the Government shall have the right to annul this contract without liability or, in its ciscretion, to deduct f rom the contract price or consideration, or otherwise recover, the full amount of the contingent fee.
(b) " Bona fide agency," as used in this clause, means an established commercial or selling agency, maintained by a contractor for the purpose of securing business, that neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds itself out as being able to obtain any Government contract or contracts through improper influence.
" Bona fice employee," as used in this clause, means a person, employed by a contractor and subject to the contractor's supervision and control as to time, place, and manner of performance, who neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds out as being _ able to obtain any Government contract or contracts through improper influence.
" Contingent fee," as used in this clause, means any comission, percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in_ securing a Government contract.
" Improper influence," as used in this clause, means any influence that induces or tends to induce a Government employee or officer to give consideration or to act regarding a Government contract on any basis other than the merits of the matter.
(End of clause)
(R 7-103.20 1958 JAN)
(R l-1.503)
(R l-7.102-18) 52.215-1 EXAMINATION OF RECORDS BY COMPTROLLER GENEDAL. (APR 1984)
(a) -This clause applies if this contract exceeds $10,000 and was entered into by negotiation.
(b) -The Comptroller General of the United States or a duly authorized representative from the General Accounting Office shall, until 3 years after final payrrent under this contract or for any shorter period specified in Federal Acquisition Regulation (FAR) Subpart 4.7, Contractor Records Retention, have
Ctatract No. NRC 04-85-103 Page 30 cccess to and the right to eumine any of the Contrac tor's di rectly pertinent books, documents, papers, or otner records involving transactions related to this contract.
(c) The Contractor agrees to include in first-tier subcontracts under this contract' a clause to the effect that the Comptroller General or a duly authorized representative from the General Accounting Office shall, until 3 years after final payment under the subcontract or for any shorter perica specified in FAR Subpart 4.7, have access to and the right to examine any of the subcontractor's directly pertinent books, documents, papers, or other records involving transactions relat'ed to the subcontract. " Subcontract," as used in
-this clause, excludes (1) purchase orders not exceeding 510,000 and (2) subcontracts or purchase orders for public utility services at rates established to apply unifonnly to the public, plus any applicable reasonable connection charae.
(d) The periods of access and examination in paragraphs (b) and (c) above for records relating to (1) appeals under the Disputes clause, (2) litigation or settlement of claims arising from the performance of this contract, or (3) costs and expenses of this contract to which the Comptroller General or a duly i authorized representative f rom the General Accounting Office has taken exception shall continue until such appeals, litigation, claims, or exceptions are disposed of.
(End of clause)
(R 7-104.15 1975 JUN)
(R 1-7.103-3) 52.215-2 AUDIT--NEGOTIATION. (APR 1984)
(a) Examination of costs. If this i.s a cost-reimbursement, incentive, time-and-materials, labor-hour, or price-redeterminable contract, or any combination of these, the Contractor shall maintain--and the Contracting Officer or reprasentatives of the Contracting Officer shall have the right to. examine and audit--books, records, documents, and other evidence and accounting procedures and practices , sufficient to reflect properly all costs claimed to have been incurred or anticipated to be incurred in performing this contract. This right of examination shall include inspection at all reasonable times of the Contractor's plants, or parts of them, engaged in performing the contract.
(b) Cost or pricing data. If, pursuant to law, the Contractor has been l required to suomit cost or pricing data in connection with pricing this contract
-or any modification to this contract, the Contracting Officer or representatives of the Contracting Officer who are employees of the Government shall have the right to examine and audit all books, records, documents, and other data of the
, Contractor (including computations and projections) related to negotiating, pricing, or performing the contract 'or modification, in order to evaluate the accuracy, completeness, and currency of the cost or pricing data. 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.
(c) Reports. If the Contractor is required to furnish cost, funding, or performance reports, the Contracting Of ficer or representatives of the Contracting Officer who are employees-of the Government shall have the right to c> amine and audit books, records, other documents, and supporting materials, for the purpose of evaluating (1) the effectiveness of the Contractor's policies and
. procedures to produce data compatible with the objectives of these reports and (2) the data reported.
L
Contract ';o. I:RC-04-85-103 Page 31 (d) Availability. The Contrac tor shall make avellable at its-office at all reasunable times tTe materials oescribed in paragraphs (a) and (b) above, for examina tion , audit, or reproduction, until 3 years af ter final payment under this contract, or for any shorter period specified . in Subpart 4.7, Contractor Records Retention, of the Federal Acquisition Regulation, . or for any longer perica required by statute or by other clauses of this contract. ln addition--
(1) If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years af ter any resulting final termination settlement; and (2) Records relating to appeals under the Disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are disposed of.
(e) The Contractor shall insert a clause containing all the terms of this clause, including this paragraph (e), in ' all subcontracts over $10,000 unaer this contract, altering the clause only as necessary to identify properly the contracting parties and the Contracting Officer under the Government prime contract.
(End of clause)
(R 7-104.41(a) 1978 AUG)
(R l-3.814-2(a))
(R 7-303.28)
(R 7-402.30)
(R 7-603.20)
(R 7-605.11)
(R 7-607.22)
(R 7-802.7)
(R 7-901.16)
(R 7-1702.15 1971 APR)
(R 7-1903.29)
(R.7-1909.24)
(R 7-2102.19)
.52.215-30 FACILITIES CAPITAL COST OF MONEY. (APR 1984)
(a) Facilities capital cost of money will be an allowable cost under the contemplated contract, but only if the prospective contractor elects to claim it below. If the prospective contractor elects to claim this cost, the Waiver of Facilities Capital Cost of Money will be excluded from the contract. If the prospective contractor does not elect to claim this cost, the contract will include the Waiver of Facilities Capital Cost of Money.
(b) By including an item of proposed allowable cost in response to the solicitation, the prospective contractor will be deemed to have elected to claim facilities capital cost of money.
(End.of clause)
(NM) 52.215-31 WAIVER OF FACILITIES CAPITAL COST OF MONEY. (APR 1984)
-If the Contractor did not include facilities capital cost of money as a proposed allewable cost, it shall be deemend that the Contractor waived the
, right to claim it under this contract.
(End of clause)
. .- - . - - - . - . - - - ~ ~ + ~ .. - - - ~ ~ - = ~ = = -
Contr'act No. MRC-00 6-103 Poge 32
( AV. 0i PP Policy l et ter 60-7 19FU OCI)
, 52.216-7 ALLOWABLE COST AND PA mfNT. (APR 1984)
(a) Invoicing. The Government shall make payments to the Contractor when requested as wort progresses, but (except for small business ccncerns) not more
.often than once every 2 weeks, in amounts determined to- be allowable by the Co'ntracting Officer:in 'accordance with Subpart 31.2 of the Feceral Acquisition Regul.ation (FAR) in effect on the. date of this contract ano tne terms of this contract. . The Contractor r..ay submit to an .authorizea representative of the
, Contracting Of ficer, in such foria and reasonable aetail as the repress tative may . requi re , an . invoice or voucher supported by a statement of the cla mec allowable cost for performing this contract.
(b) Reimbursina costs. (1) For'the purpose of reimbursing allcwable cnsts
- (except as provicea in suoparagraph (2) below, witn respect to penslor., deferred t'
profit sharing, and employee stock ownership plan contributions), the term
" costs includes only--
(i) Those recordec~~ costs that, at the time Of the request for reimbursement, the Contractor has paid by cash, check, or other form of actual payment for items or services purchased directly for the contract; (ii) . When the Contractcr is not del ir. cue nt in paying costs of contract performance in the ordinary course of business, costs incu red, but not necessarily paid, for--
..(A) Materials issued f rom the Contractor's inventory and placed in the production process for use on the contract; (B) Dir'ect labor;
-(C) Direct travel; (D) Other direct-in-house costs; and (E) Properly allocable and allowable indirect costs, as
~ shown in the recorcs maintained by the Contractor for purposes of obtaining reir.bursement under Goverranent contracts; and (iii) The - amount of' progress payraents that have been paid to the Contractor's subcontractors unoer similar cost standards.
(2) Contractor contributions- to any pension, profit-sharing, or employee stock ownership plan funds that are paid quarterly or more of ten may be included in indirect costs for payment purposes; providec, that tne Contractor
~
2 pays the.' contribution to the fund within 30 days after the close of the period
- covered. Payments.made 30 days or more af ter the close of a perico shall not be included until the Contractor actually makes the payment. Accrued costs ' for.
Such contributions that are paid less of ten than quarterly - shall be. excluded from indirect costs for payment purposes until the Contractor actually makes the 1
payment.
(3) hotwithstanding the audit and adjustment of invoices or' vouchers under paragraph (g) below, allowable indirect costs under this contract shall be obtained by applying indirect cost rates established in accordance with paragraph (d) below.
(4) Any statements in specifications or other documents incorporated in this contract by reference designating performance of services or furnishing of j materials at the _ Contractor's expense' or at no cost to the Goverr. .ent shall be
- disregarded for purposes of cost-reimbursement under this clause.
4 (c) Small business concerns. A small business concern may. be paid more often than everv 2 weks ed r.av invcice and be r,aic fcr reter&d costs for
~
i_tems- or services purchased directly for the contract, even thr.u;n the concern has not ,yet paid for those items or services.
4
, , ~ . - . . - - - .
Contract No. NRC-04-85-103 Page 33 (d) Final mdirect cost r t, t e s . (1) Final ennual indir ect cost retes znc the approprii~te baseHhall Ee esta61ished in accordance with Subpart 42.7 of the
~-
-Federal Acquisition Regulation (FAR) in effect for the period covered by the indirect cost rate proposal.
(2) The Contractor shall, within 90 days after the expiration of each of its fiscal years, or by a later date approved by the Contractir.g Officer, submit to the cognizant Contracting Officer responsible for negotiating its final indirect cost ra tes and, if required by agency procecures, to the cognizant audit activity proposed final indirect cost rates for that period and supporting cost data specifying the contract and/or subcontract to which the
- rates apply. The proposed rates shall be based on the Contractor's actual cost experience for that perico. The appropriate Government representative and Contractor shall establish the final indirect cost rates as promptly as practical af ter receipt of. the Contractor's proposal.
(3) The Contractor and the appropriate Government representative shall execute a written understanding setting forth the final indirect cost rates.
Tne understanding shall specify (i) the agreed-upon final annual indirect cost rates, (ii) the bases to which the rates apply, (iii) the periods for which the rates apply, (iv) any specific indirect cost items treated as direct costs in the settlement, and (v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable ra t e s . Tne understanding shall not cnange any moneta ry ceiling, contract obligation, or specific cost allowance or disallowance provided for in this contract. The
. understanding is incorporated into this contract upon execution.
(4) Failure by the parties to agree on a final annual indirect cost rate shall be a dispute within the meaning of the Disputes clause.
(e) Billino rates. Until final annual indirect cost rates are established for any pericd, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (the cognizant auditor), subject to adjustment when the final rates are established.
These billing rates--
(1) Shall be the anticipated final rates; and (2) May be prospectively or retroactively revised by mutual agreement, at either party's recuest, to prevent substantial overpayment or underpayment.
(f) Ouick-closecut procedures. When the Contractor and Contrecting Officer agree, the quick-closecut procedures of Subpart 42.7 of the FAR may be used.
(g) Audit. At any time or times before final payment, the Contracting Officer may have the Contractor's invoices or vouchers and statements of cost audited. Any payment may be (1) reduced by amounts found by the Contracting Officer not to constitute allowable costs or (2) adjusted for prior overpayments or underpayments.
(h) Final payment. (1) The Contractor shall submit a completion invoice or voucher, oesignated as such, promptly upon completion of the work, but no later than one year (or longer, as the Contracting Officer may approve in writing) from the completion date. Upon approval of that invoice or voucher, and upon the Contractor's compliance with all terms of this contract, the Government shall promptly pay any balance of allowable costs and that part of the fee (if any) not previously paid.
(2) The Contractor shall pay to the Government any refunds, rebates, credits, or .other amounts (including interest, if any) accruing to or received by the Contractor or any assignee under this contract, to the extent that those ar ount s are prcperly allncable to costs for which the Contractor has Men reimbursed by the Government. Reasonable expenses incurred by the Contractor for securing refunds, rebates, credits, or other evounts shall be allcwable
, - ~ , . , e --- ,,
Cont rac t i;o. i.-:C-04 103 Page 34 cetts if approvec by thc Cont ra ting Of f icer. f.ef ore fi r.al i c,, ne r. t under this c ont ra c t , the Contractor anc each assigree whose assignnent is in effect at the time of final payment shall execute and deliver--
.(i) An assignment to the Government, in form and substance satisf actory to the Contracting Officer, of refunds, rebates, credits, or other amounts (including interest, if any) properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and (ii) A release discharging the Government, its officers, agents,
.and employees f rom all liabilities, obligations, and claims arising out of or under this contract, except--
(A) Specified claims stated in exact amounts, or in estimated amounts when the exact amounts are not known; (B) Claims (incluoing reasonable incidental expenses) based upon liabilities of the Contractor to third parties arising out of the performance of this contract; provided, that the claims are not known .to the Contractor on the date of the execution of the release, and that the Contractor gives notice of the claims in writing to the Contracting Officer within 6 years following the release date or notice of final payment date, whichever is earlier; and.
(C) Claims for reimbursement of costs, including reasonable incidental expenses, incurred by the Contractor under the patent clauses of this contract, excluding, hoaever, any expenses arising from tne Contractor's indemnification of the Government against patent liability.
(End of clause)
(R 7-203.4(a) 1978 SEP)
(R 7-203.4(b) 1979 MAR)
(R 7-203.4(c)(4)(iv))
(R 7-402.3(a) and (c)(5)(iii)
(R 7-605.5) 1 (R 7-1909.4)
(R 1-7.202-4)
(R 1-7.203-9)
(R-1-3.704-1 and -2)
(R 1-7.402-3(a) and (b)(1) and (3))
(R 1-7.403-9) 52.216-8 FlXED FEE. ~(APR 1984)
~(a) The Government shall pay the Contractor for performing this contract the fixed fee specified in the Schedule.
(b) Payment of the fixed fee shall be made as specified in the Schedule; provided, that after payment of 85. percent of the fixed fee, the Contracting Of ficer may withhold further payment of fee until a reserve is. set aside in an amount that the Contracting Officer considers necessary to. protect the Government 's : interes t. This reserve shall not exceed 15 percent of the total fixed fee or $100,000, whichever is less.
(End of. clause)
(R 7-203.4(a) 1978 SEP)
(R 7-P03.4(c)(9))
(R 7-402.3(a) and (c)(7))
(R 7-1909.4)
(E l-7.202-4)
(R l-7.402-3(a) and (b)(5))
C a ti n. t No. *. <t T. r.5 -103 Page 35
!J. ?) 9-E L ' ] L i 7 Al i U; W i% t EIS IM t 5 P .t i -T A'.? "
i!!U.N. YD IOIM M W.: i MS. (in M4)
(aj it is the policy of: the United States that sn,all business concerns end nr. ell business concerns. owned and controllec by socially ana ecc.nomically e disadvenicaea incividuals shall have the ma>.imum practicable 0;+0rt unity - to participate in performing contracts let by any Federal acency.
(b) TheJContractor hereby agrees to carry out Inis policy ir, the awarding of subcontracts- to- the fullest extent consistent with efficient. cont ra c t
~
performance. The Contractor further agrees to cooperate in any stucies or surveys as may be conducted by the United States Small Eusiness Acministration or the awarding agency of the United States as may be necessary to determine tne
-c> tent of the Contractor's comoliance with this clause.
(c) As used in.this contract, the. terrr~ *small business concern" shall rnean e small business as oefinea pursuant to section 3 of the Small Eusiness Act end releva_nt regulations promulgated pursuant the re to . The term "small business concern ownea and controlled by socially and economically cisadvantaged 4-individuals" shall n.ean a small business concern--
(1) .Which is,at least 51 percent ownec by one or acre socially and economically disaavantaged individuals; or, in the case of any publicly owned
~
business, at least 51 per centum of tne stock of which is owned by one or more
.socialiy anc economically disacvantaged individuais; ar:c'
~(2) Wnose manegement and daily busir.ess operations are controiiec b3
' one or more of such inoividuals.
Ine-' Contractor ~ shall presume that socially and economically.. cisacvanteced
- i r.d iv idua i s include Black Americans, -Hisoanic Americans, hative . Americans, Asian-Pacific Americans, Asian-Incian Americans and otner minorities, or ~ any otner individual .founc to be :disaavantagec by the Acministration pursuent to section 8(a) of the Sn.all Business Act.
(d) Contractors acting in good faith may rely on written representations by their subcontractors regarding their status as either a small business concerr.
or _ a small business concern owned and controlied by socially anc econorr.ically 3
disacrertaged incividuals.
(End of clause)
(R 7-104.14(a) 1980 AUG)
(V FPR Temp. Reg. 50 1979 JUN anc its ~
Supplement-2 1980 MAY) e REMAINDER OF PAGE INTENTIONALLY LEFT BLANK s
b r .
+
b
,I
.---=------=~~~n -
-u_---- y Contract No. HRC-04-85-103 Page 38 e
^
'PAGES 36 AND 37 ARE; DELETED IN THEIR' ENTIRETY L52.219-13 UTILIZATION OF WOMEN-0 wried SMALL BUSINESSES. (APR 1934)
-(a). Women-owned small -businesses," es used in this clause, means busines.ses that are at least SI' percent Who also control- and operate- the business.onned ' by. women who are Unitec States citizens
" Control," as used in this clause, means exercising the- power to make policy
-decisions.
to-day? Operate,"
management as of used the in this' clause, means being actively involved in the day-business.
shall(b)have-It is the policy of the United States that women-owned small businesses the maximum practicable op {
contracts awarded. by any Federal agency.portunity to participate in performing (c) The Contractor agrees to use its best efforts _ to-give women-owned small businesses the animum practicable. opportunity to t particicate in the subcontrac ts i t--
performance of its contract.
awa rds to , the fullest extent consistent with. tne efficient- -
(End of clause) e (7-104.52 1980 AUG)
(FPR Temp. Reg. 541980 PAY)
, ~52.220-3 UTILIZATION OF LABOR SURPLUS AREA CONCERNS. (APR 1984)
('a) Applicability. ~ This clause is applicable if. this contract exceeds th'e appropriate [
Reculation. smali purchase ^ limitation in Part - 13 of ' the Federal Acquisition
~ '(b)3 Policy.
It is the 'policyf of the Government ' to --award contracts toi concerns .that. agree to perform substantially in labor: surplus areas (LSA's) when dhis can be .done consistent-with the efficient performance of- the contract and '
.at pricesino higher than are obtainable elsewhere. The Contractor agrees to use-4 its best
- (c) . efforts Order of topreference.
place subcontracts in accordance with this policy.
In complying with paragraph _ (b) above and with paragraph - (c) of the clause of 'this contract entitled Utilization of : Ssall Business -Concerns' and Small Disadvantaged Business Concerns, the Contractor shall observe the follcwing order of. Dreference in n.a rdir.;- s@catrac t s: (1) 9.all busir ess . concerns that are 1SA concerns, (2) other small sncerns, and (3) ctLer LSA ccocerns. business ,
- N
<-ew-= y. w
- ep,.-r. y -
g yy w'+-
Contract No. NRC-04-35-103 Page 39
- (d) -Definitions. "L u t;o r surplus area," at usec in this . clause, mcans a oeographical area identified by the Department of labor in accordance with 20 CFR 654, Subpart A, as an area of concentrated unemployment or underemployment or an area of labor surplus.
Labor surplus area concern," as used in this clause, rceans a concern that tocether with its first-tier subcontractors will perform substantially in labor su'rpl'us areas. Performance is-substantially in labor surplus areas if the costs incurred under. the contract' on account of manuf actu ring , production, or performance of appropriate services in labor surplus areas exceed 50 percent of the contract price.
(End of clause)
(R l-1.805-3(a))
(R 7.-104.20(a) 1981 May) 52.222-1 NOTICE TO THE GOVERNMEllT OF LABOR DISPUTES. (APR 1984)
(a) . ]f the Contractor has knowledge that any actual or potential labor dispute is delaying or tnreatens to delay the timely performance of this contract, the Contractor shall immediately give notice, including all relevant information, to the Contracting Officer.
(b) The Contractor agrees to insert the substance of this clause, including this paragraph (b), in any subcontract to which a labor dispute may delay the timely performance. cf this contract; except that each subcontract shall provide that in the event its timely performance is delayed or ~ threatened by delay by any ' actual or potential labor dispute, the subcontractor shall imediately notify the next higher tier subcontractor or the prime Contractor, as the case may be, of all relevant information concerning the dispute. i (End of clause) (
(R 7-203.27 1967 JUN)
(AV 7-603.1 1958 SEP) 52.222-3 CONVICT LAB 0F.. (APR.1984)
The Contractor agrees not . to employ any person undergoing sentence of imprisonment in performing this contract except as provided by 18 U.S.C.
4U82(c)(2) ano Executive Order 11755, December 29, 1973.
(End of clause)
(R 7-104.17 1975 0CT)
(R-7-607.12 1975 0CT)
(R l-12.204)
. 52.222-26 EQUAL OPPORTUNITY. (APR 1984)
(a) If, during any 12-month period (including the 12 months preceding the award of this contract), the Contractor has been or is awarded nor. exempt Federal contracts and/or subcontracts that have an aggregate value in e> cess of $10,000,
'the Contractor shall comply with subparagraphs (b)(1) through (11) below. 'Upon request, the Contractor shall provide infomation neces sa ry to deterroine the.
applicability.of this clause.
-(b) Duririg performing this contract, the Contractor agrees as folicas:
m , _ .
au Ccnt ract No. :GC-04-85-103 Page 40 (1) The Contractor shall not c i s c r ir.i na t c Scinst e r.y n;.lcyee or applicant for en:p i cyteen t because of rece, color, religion, sex, or national origin.
(2) The Contractor shall take affirmative action to ensure that applicants a re employed, and that employees are treated during empl oyment ,
without regard to their race, color, religion, sex, or . national origin. This shall include, but not be limited te, (i) employment, (ii) upgrading, (iii) demotion, (iv) transfer, (v) recruitment or recruitment advertising, (vi) layoff or termination, (vii) - rates of pay or other forms of compensation, and (viii) selection for training, incluaing apprenticeship.
(3) The Contractor shall post in conspicuous places available to employees and applicants for employmert the notices to be provided by the Contracting Officer that explain this clause.
(4) The Contractor shall, in all solicitations or advertisement for employees placed by or on behalf of the Contractor, state that all cualified applicants will receive consideration for employment without rega rd to race, color, religion, sex, or national origin.
(5) The Contractor shall send, to each labor union or representative of workers with which it has a collective bargaining agreement or Other contract or understanding, the notice to be provided by the Contracting Officer advising the labor union or workers' representative of the Contractor's cornitments under this clause, and post copies of the notice in conspicuous piaces available to employees and applicants for employment.
(6) The Contractor shall comply with Executive Order 11246, as amended, and the rules, regulations, and orders of the Secretary of Labor.
(7) The Contractor shall furnish to .the contracting agency all information reguired by Executive Order 11246, as amended, . and by the rules, regulations, and orders of the Secretary of Labor. Standard form 100- (EE0-1),
or any successor form, is the prescribed form to be filed within 30 days 4 following the award, unless filed within 12 months preceding the date of award.
(8) The Contractor shall permit access to its books, records, and accounts by the contracting agency or the Office of Federal Contract Compliance Programs (OFCCP) for the purposes of investigation to ascertain the Contractor's compliance with the applicable rules, regulations, and orders.
(9) If the OFCCP determines that the Contractor is not in compliance with this clause or any rule, regulation, or order of the Secretary of Labor, this contract may be canceled, terminated, or suspended in whole or in part and
.the Contractor may be decla red ineligible for further Government contracts,
'under the proteaures authorized in Executive Order 11246, as amenced. In addition, sanctions may be imposed and remedies invoked against the - Contractor as provided in Executive Order 11246, as amended, the rules, regulations, and orders of the Secretary of Labor, or as otherwise provided by law.
(10) The Contractor shall include the terms and conditions of subparagraph (b)(1) through (11) of this clause in every subcontract or purchase order that is not exempted by the rules, regulations, or orders of the Secretary of Labor issued under Executive Order 11246, as amended, so that these terms and conditions will be binding upon each subcontractor or vendor.
(11) The Contractor shall take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing these terms and conditions, including sanctions for noncompliance; 4;rovided, that if the Contractor beccmes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of any c i rec t ion , the Contrcctor ray recuest the United States to enter into the litigation to protect the interests of the United States.
- . . ~ . -
Contract No. I;RC- 04-85-103 Page 41
.(c) 16 withstanding any other clause in this contract, disputes relative to this clause will be governed by the procedures in 41 CFR 60-1.1.
(End of clause)
(R 7-103.18 1978 SEP)
(R l-12.803-2)
(R 7-607.13 1978 SEP) 52.222-35 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA VETERANS (APR 1984)
(a)-Definitions.
" Appropriate office of the State employment service system," as used in this clause, means the local office of the Federal-State national system of public-employment offices assigned to serve the area where the employment opening is to be filled, including the District of Columbia, Guam, Puerto Rico, Virgin Islands, American Samoa, ano the Trust Territory of the Pacific Islands.
" Openings that the Contractor proposes to fill from within its own-organization," as used in this clause, means employment openings for which no one. outside _the Contractor's organization (including any affiliates, subsidiaries, and the parent companies) will be considered and includes any openings that the Contractor proposes to fill from regularly established
" recall" lists.
" Openings that the . Contractor proposes to fill under a cus toma ry and traditional employer-union hiring arrangement," as used in this clause, means employment openings that the Contractor proposes to fill from union halls, under their customary and traditional employer-union hiring relationship.
" Suitable employment openings," as used in this clause--
(1) Includes, but -is not limited to, openings that occur in jobs l categorized as-- ~
(i) Production ano nonproduction; (ii) Plant and office; (iii) Laborers and mechanics; (iv). Supervisory and nonsupervisory; (v) Technical; and (vi) : Executive, administrative, and professional positions compensated on a salary basis of less that 525,000 a year; and (2) Includes full-time employment, temporary employment of over 3 days, and part-time employment, but not openings that the Contractor. proposes to fill from- within its own organization or under a customary and traditional employer-union hiring arrangement-, nor openings in an educational institution that are restricted to students of that institution.
(b) General. (1) Regarding any position for which the employee or applicant for employment is qualified, the Contractor shall not discriminate against the individual because'the individual is a special disabled or Vietnam Era veteran.
The ' Contractor agrees to take a ffirmative action to empl oy, advance in employment, and otherwise. treat qualified special disabled and Vietnam Era veterans without discrimination based upon their disability or veterans' status in all -employment practices such as--
(i) Employment; (ii) Upgrading; (iii) Demotion or transfer; (iv) Recrui tr:ent; (s) Advertising; (5i) Lajoff or termination; ;
Cnntra t No. NRC-04-85-103 Page 42 (vii) Rates of pay or nther forms of compersation; and (viii) Selection for training, including apprenticeship.
(2) The Contractor agrees to comply with the rules, regulations, and relevant orders of the Secretary of Labor (Secretary) issued under the Vietnam Era Veterans' Readjustment Assistance Act of 1972 (the Act), as amended.
(c) Listing openings. (1) The Centractor agrees to list all suitable employment openings existing at contract dward or occuring during contract performance, at an appropriate of fice of the State employment service system ir.
the locality where the opening occurs. These openings include those occuring at any Contractor . f acility, including one not connected with performing this cont ra c t. An indepenoent corporate af filiate is exempt f rom this requirement.
(2) State and local government agencies holding Federal contracts of 510,000 or more shall also list all their suitable openings with the appropriate office of the State employment service.
(3) The listing of suitable employment openings with the State employment service system is required at least concurrently with using any other recruitment source or effort and involves the obligations of placing a bona fide job o rde r , including accepting referrals of veterans and nonvete rans . This listing does not require hiring any particular job applicant or hiring from any particular group of job applicants and is not intended to relieve the Contractor from any , recui rements of Executive orcers or regulations cor.ce rning nondiscrimination in employment.
(4) Whenever the Contractor becomes contractually bound to the listing terms of this clause, it shall advise the State employment service system, in 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 these terms and has so advised the State system, it need not advise the State {
system of subsequent contracts. The Contractor may advise the State system when j it is no longer bound by this contract clause.
(5) Under the most compelling circumstances, an employment opening may nnt be suitable for listing, including situations when (i) the Gove rn:.ient 's needs cannot reasonably be supplied, (ii) listing would be contrary to national security, or (iii) the requirement of listing would not be in the Government's interest.
-(d) Applicability. (1) 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, Virgin Islands, American Samoa, and the Trust Territory of the Pacific Islands.
(2) The terms of paragraph (c) above of this clause do not apply to openings that the Contractor proposes to fill from within its own organization or under 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 its own organization or employer-union arrangement for that opening.
e) Postings.
(1) (the Contractor's obligation under the law to (1)take The affirmative Contractor action agreestoto post em employ and advance in employment special disabled veterans and veterans of the Vietnam era, and (ii) qualified the rights of applicants and employees.
(2) These notices shall be posted .i n conspicuous places that are available to employees and applicants for employment. They shall be in a form prescribed. by the Director, Office of Federal Contract Compliance Frograms, Departtent of Labor (Director), and prcvided by or thr ugh the Cor.tracting Officer.
Centrad No. WC-04-85-103
,l' age 43 l-(3) ine Cont ractor shall notify rech labor urfi orr or representative' of c workers with wnich it has a collective bargaining agreer:.ent or other contract k- understanding, that the Contractor is bound by the terms of the Act, and is I coranitted to take af firmative action to employ, and advance in employment, I qualified special disabled and Vietnam Era veterans.
l (f) fjoncompliance. If the Contractor does not comply with the requirements of this clause, appropriate actions may be taken .under the rules, regulations, and relevant orders of the Secretary issued pursuant to the Act.
(g) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order of 510,000 or more unless exempted by rules, t regulations, or orders of the Secretary. The Contractor shall act as specified )
by the Director to enforce the terms, including action for noncompliance. i (End of clause)
(R 7-103.27 1976 JUL)
(R FPR Temp. Reg. 39) 1 52.222 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984) i (a) General. (1) Regarding any position for which the employee or applicant for employment is qualified, the Contractor shall not discriminate, against any enployee or applicant because of physical or mental hancicap. 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--
(i) Empioyment; '
(ii) Upgrading; j
(iii) Demotion or transfer; '
(iv) Recruitment; (v) Advertising; (vi) Layoff or termination; (vii) Rates of pay or other forms of compensation; and (viii) Szlection for training, including apprenticeship.
(2) The Contractor agrees to comply with the rules, regulations, and relevant orders of the Secreta ry of Labor -(Secretary) issued under the Rehabilitation Act of 1973 (29 U.S.C. 793) (the'Act), as amended.
(b) Postings. (1) The Contractor agrees to post employment ndtices stating a
'(i) the Contractor's obligation under the law to take affirmative action to employ'and advance in employment qualified handicapped individuals and (ii) the rights of applicants and employees.
(2) These notices shall t,e posted in conspicuous places that are available to' employees and applicants for employment. They shall be in a form prescribed by the Director, Office of Federal Contract Compliance Programs, Department of . Labor (Director), and. provided by or through the Contracting Officer.
(3)-The Contractor shall 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 the Act and is committed to take af firmative action to enploy, and advance in employment, qualified physically and mentally handicapped individuals.
(c) Noncogliance. If the Contractor does not comply with the requirements of this clause, appropriate actions may be taken under the % rules, regulations, and relefant orders of the Secr etary issued pursuant to the Act.
(d) Subcont racts. The Contractor shall include the terri of this clause ir.
eve ry suTcontroct or purchase order in excess of $2,500 unless exempted by
= .
Contrott No. NRC-04-85-103 Page 44 t
rules, regulations, or orcers of _ the Sec reta ry. The Ccntractor shall act as
.specified by .the Director to enforce the terms, including action for noncompliance.
(End of clause)
(R 7-103.28 1976 NAY) 1 (R FPR Temp. Reg. 38)
-52.223-2 CLEAN AIR AND WATER. (APR 1984) 7401 -(a)et "seq.).
Air Act," as usea in this clause, means the Clean Air Act (42 U.S.C.
" Clean air standards," as 6 sec in this clause, means--
(1) Any enforceable rules, regulations, limitations, -orders, controis, prohibitions, work guidelines, oractices ,
standards, or other reovirements contained in, issued under, or otherwise odopted under the Air Act or Executive Oraer 11738; (2) An applicable implementation plan as aescribed in section 110(d) of
-the Air Act (42 U.S.C. 7410(d));
-(3) An approved implementation procedure or plan under section 111(c) or section 11)(d) of the Air Act (42 U.S.C. 7411(c) or-(d)); or (4) An approved impicmentation procedure uncer section 112(d) of the Air Act (42 U.S.C. 7412(d)).-
" Clean water. standards," as used in this clause, means any enforceable limitation, _ control, condition, prohibition, standard, or other requirement promulgated under 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).
" Compliance," as used in this clause, means compliance with--
(1) Clean air or water stancaros; or
.(2) A schedule or plan : ordered or approved by a court of competent
,iurisdiction, the Environmental Protection Agency, or an air or water pollution cortroi acency under the reouirements of -the Air Act or Water Act and related regulations.
Facility," as used in this cicuse, means any building, plant, installation, s tructure , mine, vessel or other floating- craft, location, or site of operations, owned, leased, or supervised by a Contractor or subcontractor, used in the performance of a contract or subcontract. .Wnen a location or site of operations includes more then one building, plant, installation, or structure, the entire location or site shall be deemed a facility except when the Administrator, or a designee, of 'the Enviror, mental Protection Agency, determines that independent f acilities are cr.ilocated in one geographical area.
" hater Act," as used in this clause, means Clean Water Act (33 U.S.C. 125) et seq.).
(b) The Contractor agrees--
(1) To comply _ with all the requirements of section 114 of the Clcan Air
- Act (42 U.S.C.
7414) and section 308 of the Clean Water Act (33 U.S.C. 1318) re16 ting. to inspection, monitoring, entry, reports, and information, as well as other reouirements specified in section 114 and secticn 3C8 of the Air Act eno the L'ater Act, and all regulations and guidelines issued to implement these acts before the a..ard cf this contract; M rf onaed (2) That no portion of the work required by thii ;.ri e contrect will bc in a' facility listed on the Enviror. mental Protection Agency List of
=,
Contrac t No. ' 'aC-04-CS-103 Page 45 Violating f acilities on the dete when this contract was eer.cd unless and until the EPA eliminates the name of the facility from the listing; (3) T.o use best efforts to comply with clean air standards and clean water standards- at the facility in which the contract is being performed; and (4) To insert the substance of this clause into any nonexempt subcontract, including this subparagraph (b)(4).
(End of clause)
(R 7-103.29 1975 0CT)
(R l-1.2302) 52.227-1 AUTHORIZAT10N AND CONSENT. (APR 1984)
(a) -The Government authorizes and consents to all. use ano manufacture, in performing this contract or any subcontract at any tier, of any invention described in and covered by a United States patent (1) embodied in tne structure or composition of any article the delive ry of which is accepted by the Government under this contract or (2) used in machinery, tools, or methods whose -
use necessarily results from compliance by the Contractor or a subcontractor with (i) specifications or written provisions forming a part of this contract or (ii) specific written instructions given by the. Contracting Of ficer directing the manner of pe rfo rma nce. The entire liability to the Government for infringement of a patent of the United States shall be cetermined solely by the provisilo ns of the indemnity clause, if any, included in this contract or any subcontract hereunder (including any lower-tier subcontract), and the Government assumes liability for all other infringement to the extent of the authorization end consent hereinabove granted.
(b) The contractor agrees to include, and require inclusion of, this clause, j suitably modified to identify the parties, in all . subcontracts at any tier for
~
supplies or services (including construction, . architect-engineer services, and (
materials, supplies, models, samples, and design or testing services expected to exceed 525,000; however, omission of this clause f rom any subcontract, under or over 525,000, does not affect this authorization and consent.
(End of clause)
(R 7-103.22 1961 JAN) 52.227-2 NOTICE AND ASSISTANCE, REGARDING PATENT AND COPYR]GHT INFRINGEMENT; (APR 1984) i (a) The Contractor shall report to the Contracting Of ficer, promptly and in I reasonable written 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 event of any claim or suit against the Government on account of any alleged patent or copyright infringement arising out. of the performance of this contract or out of the use of any supplies furnished or work or services performed under this contract, the Contractor shall furnish to the Government, when requested by the Contracting Officer, all evidence and information in possession of the Contractor pertaining to such suit or claim. Such evidence
! and information shall be furnished at the expense of the Government except where L
the Contractor has agreed to indemnify the Government.
(c) The Contractor agrees to include, and require inclusion of, this clause l in all subcontracts at any tier for supplies or services (including construction and1 architect-engineer subcontracts and those for material, supplies , nodels ,
Ccntract No. !.RC-0445-103 Page 46 samples, cr design or testirig services) expected to exceed the dollar arount set forth in 13.C00 of tne fecerol Acquisition kegulation (f AR).
(End of clause)
(R 7-103.23 1965 JAN) 52.227-11 PATENT RIGHTS--RETENTION BY THE CONTRACTOR (SHORT FORM).
(APR 1984)
(a) Definitions.
"]nvention" means any invention or discovery which is or may be patentable or otherwise protectable under Title 35 of the United States Code.
" Subject invention" means any invention of the Contractor conceived or first actually reduced to practice in the performance of work under this contract.
" Practical application" means to manufacture in the case of a composition or product, to practice in the case of a process or methi ' or to ODE rate in the case of a machine or system; and, in each case, under 'ch conditions as to establish that the invention i_s being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms.
"Made," when used in rela tion to any invention, means the conception or first actual reduction to practice of such invention.
"Small business firm" means a small domestic business concern as defined at Section 2 of Public Law 85-536 (15 U.S.C. 632) and implementing regulations of the Administrator of the Small Business Administration. For the purpose of this clause, the size standards for small business concerns involved in Government procurement and subcontracting at 13 CFR 121.3-8 and 13 CFR 121.3-12, respectively, will be used.
"honprofit organization" means a domestic university or other institution of higher education or an organization of the type described in section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c) and exempt from taxation unoer section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a) or any domestic nonprofit scientific or ecucational organization qualified under a state nonorofit orcanization statute.
~
(b) Allocation of principal rights. The Contractor may retain the entire right.,- titie , and interest tnrougnout the world to each subject invention subject to the provisions of this clause and 35 U.S.C. 203. With respect to any subject invention in which the Contractor retains title, the Federal Government shall have a nonexclusive, non trans ferable , irrevocable, paid-up license to practice or have practiced for or on behalf of the United States the subject invention throughout the world.
(c) Invention disclosure, election of title, and filing of patent' applications by Contractor.
(1) Ine Contractor shall disclose each subject invention to the Contracting Officer within 2 months after the inventor discloses it in writing to ' Contractor personnel responsible for patent matters. The disclosure to the Contracting Officer shall be in the form of a written report and shall identify the. contract under which the invention was made and the inventor (s). It shall be suf ficiently complete in technical detail to convey a clear understanding, to the extent known at the time of the disclosure, of the nature, purpose, operation, and physical, chemical, biological, or electrical characteristics of the invention. The disclosure shall also identify any publication, on sale, or public use of the invention and whether a r;anuscript describing the invention has been submitted for publication and, if so, whether it has been accepted for publication at the time of disclcsure. In addition, after disc 1csure to the
Cont rac t No. WC-Obb5-103 Page 47 Centrecting Of f u er , "he Centinctor shcIl p cgtly notify inc C ai rectinc Officer of the ecceptance of ony manuscript describing the iraention for publication or of any on sale or public use planned by the Contractor.
(2) The Contractor shall elect in writing whether or not to retain title to any such invention by notifying the f ederal agency within 12 r..onths of disclosure; orovided, tr.it in any case where publication, on sale, or public use has initiatec the 1-year statutory period wherein valid patent protection can still be obtained in the United States, the period of election of title may be shortened by the agency to a date that is no more than 60 days prior to the enc of the statutory perioc.
(3) The Contractor shall file its initial patent apolication on an elected invention within 2 years af ter election or, if earlier, prior to the enc of any statutory period wherein valid patent protection can be obtained in the United States after a publication, on sale, or public use. The Contractor will file ~ patent applications in additional countries within eitner 10 months of the corresponding initial patent application or o rnonths f rom the cate permission is granted by the Commissioner of Pctents and Trademarks to file f oreigr, patent applications where such filinc has been prohibited by a Secrecy Orcer.
(4) keouests for extension of the time for cisclosure to the Contracting Officer, election, and filing may, at the discretion of the f unding
. Federal agency, be granted.
(d) Conditions when the Government may obtain title. The Contractor shall convey to the Federai agency, upon written request, title to any subject invention--
(1) If the Contractor fails to disclose or elect the subject invention within the times specified in paragraph (c) above, or elects not to retain title (the agency may only. recuest title within 60 days after learning of the Contractor's failure to report or elect within the specified t ues);i (2) In those countries in which the Contractor fails to file patent applications within the times specified in paragraph (c) above; provided, however, that if the Contractor has filed -a patent application in a country
'af ter the times specified in paragraph (c) above, but prior to its receipt of the written request of the Federal agency, the Contractor shall continue to retain title in that country; or (3) In any country in which the Contractor decices not to continue the.
prosecution of any application for, to pay the maintenance fees on, or defend in reexamination or opposition proceeding or, a patent on a subject invention.
. (e) . Minimum rights to contractor. (1) The Contractor shall retain a nonexclusive, royaity-f ree i1 cense throughout the worlo in each subject invention to which the Government obtains title except if the Contractor fails to disclose the subject invention within the times specifiec in paragraph (c) above. The Contractor's license extends to its domestic subsidiaries and af filiates, if any, within the corporate structure of which the Contractor is a part and incluces the right to grant sublicenses of the same scope to the extent the . Contractor was legally obligated to do so at the time the contract was awarded. The license is transferable only with the approval of the funding Federal agency except when transferred to the successor of that part of the Contractor's business top which the invention pertains.
(2) The Contractor's domestic license may be revoked or modified by the funding Federal agency to the extent necessary to achieve expeditious practical application of the subject invention pursuant to an application for an exclusive license submitted in accorrance with applicable provisions in the Federal Property Management Regulations and acency licensing regulations (if any). This license shall not be revoied in that field of use or the gecgraphical arcas in
L
. Ccnt rac t No. MC-04-85-103 roge 48
,Lich ine Centrac tor has ethieved put ticel epplicci m and c u.t inues .to make the benefits of the invention reasonabiy eccessible to the public. The license i n ' a ny foreign country may be revokec or modified at the discretion of the funding Federal agency to the extent the Contractor, its licensees, or its domestic subsidiaries or affiliates have failed to achieve practical application in that foreign country.
(3) Before revocation of modification of the license, the funding Federal agency shall furnish the Contractor a written notice of its intention to revoke or modify the license, ano the Contractor shall be allooed 30 days (or such other time as may be authorized by the funding Federal agency for good cause shown by the Contractor) af ter tne notice to snow cause why the license should not be revoked or modified. The Contractor has the right to appeal, in accordance with applicable agency licensing regulations (if any) and the Federal Froperty Management Regulations concerning the licensing of Government- owned inventions, any' decision concerning the revocation or modification of its license.
(f) Contractor action to protect the Government's interest. (1) Tne Contractor agrees to execute or to have executeo ano promptly oeliver to the feceral agency all instruments necessary to (i) establish or confirm the rights -
the Government has throughout the world in those subject inventions to which thc Contractor -elects to retain title, anc (ii) convey titie to the Federal agency
'when requested under paragraph (d) above, and to enable the Government to obtain patent protection throughout the world in that subject invention.
(2) The Contractor agrees to requ i re , by written agreement, its employees, other than clerical and nontechnical employees, to disclose promptly in writing to personnel identified as responsible for the administration of patent matters and in a format suggested by the Contractor each subject invention maoe under cont ract in order that the Contractor can comply with the disclosure provisions of paragraph (c) above, and to execute all papers necessa ry to file patent applications on subject inventions and to establish the Government's rights in the- subject inventions.
This disclosure format should require, as a minimum, the information required by subparagraph (c)(1) above. -The Contractor shall instruct such employees through employee agreements or other suitable ecucational programs on the importance of reporting inventions in sufficient time to permit the filing of patent applications prior to U.S. or foreign statutory bars.
(3) The Contractor shall notify the Federal agency of any decision not to continue the prosecution of a patent application, pay maintenance fees, or defend in a reexamination or opposition proceeding on a patent, in any country, not less than 30 days before the expiration of the response period required by the relevant patent office.
(4) The Contractor agrees to include, within the specification of any United States patent application and any patent issuing thereon covering a subject invention, the following sta terrent: "This invention was made with Government support under (identify the cont ract) awarded by (identify the Federal agency). The Government has certain rights in this invention."
(g) Subcontracts. (1) The Contractor shall include this clause (52.227-11 of the Feoeral Acquisition Regulation'(FAR)), suitably modified to identify the parties - in all subcont racts , regardless of tier, for expe rimenta l ,
developmental, or research work to be performed by a small business firm or nonprofit organization. The subcontractor shall retain all rights provided for the Contractor in this clause, and the Ccntractor shal not, as part of the consideration for awarding the subcontract, obtain rights in the subcontractor's subject inventions.
J
Cont ract No. '.RC-00 85 103 Page 49 G ) in the case c mbcont r ec t s , a t ent t im . wr ne prim ea rc with d
the iece<rl agency wc s a ( c;r.t rnc t (but not c 'grcnt or c c:;, era ti ve ep . ement ) ,
the agency, subcontractor, anc the Contractor agree that the mutual obligatinns
-of the parties created by this clause constitute a ccntract between the subcontractor anc the Feocral agency with respect to those rnetters covered by tnis.ciause.
(h) Reporting utilization of subject inventions. Tne tentractor acrees te subnn t on reovest periocic reports no more f requently than annualiy - on tne utilization of a scDject invention or on ef f orts at obtaining such utilizatico
'that ore being r.ade by the Contractor or its licensees or assignees. Suct reports shall incluce, information regardine the status of aevelopnent, date of first comercial sale or use, gross royalties _ receivec by the Contractor, anc
'such . Other data anc information as the agency may reasonably specify. Ine Contractor also agrees to provice additional reports as may oe requested by the .
agency in. connection with any march-in proceedings uncertaken by the agency. in accorcanc'e witn paragrapn (j) of tnis clause. To tne extent' aata or information supplied uncer this paragraph is consicered by the Contractor, its-licensee, or assignee'to be privilegec and conficential and is so marked, the agency agrees that, ic the extent permittec by law, it shall not cisclose such information to persons outside 'the Government.
(i) Freference for United States industry. Not withstanding any otner provision of tnis clause, the Contractor agrees that r.eitner it nor any assignee will grant to any person the exclusive right to use or sell any subject invention _in the United States unless such person agrees that any crocucts embodying the subject invention will be manufactured substantially in the United States. However, in individual cases, the requirement for such an agreenient nay be waived by the Federal agency upon a showing by the Contractor or its assignee that reasonable but unsuccessful efforts have been made to grant licenses on
'imilar terms -to potential licensees that would be likely to manufacture substantially ' in the United States or that under the circumstances comestic
-canufacture is not commercially feasible. .
-(j )~ Ma rch-in rights. (1) The Contractor agrees that with respect - to . any subject -invention in which it has acouirea ti tie , the ' Federal - agency has the
.right in' accordance witn the proceoures in FAR 27.304- 1(g) to require the Contractor, an assignee, or exclusive licensee of a subject invention to grant a-nonexclusive, partially exclusive, or exclusive license in any field of use to a responsible applicant or applicants, upon terms that are reasenable under the circumstances, and if the Contractor, assignee, or exclusive licensee refuses such a request, the Federal agency has the right to grant such a' license itself if. the Federal agency determines that--
(i) Such action is necessary because the Contractor or ' assignee has not taken, or is not expected to take within a reasonable time, effective steps to achieve practical application of the subject invention in such field of use;.
(ii) Such action is necessary to alleviate health or safety needs which are not reasonably satisfied by the Contractor, assignee, or their licensees; (iii) Such action is necessary to meet requirements for public use specified by Federal regulations and such requirements are not reasonably satisfied by the Contractor, assignee, or licensees; or (iv) Such action is necessary because the agreement required by pa reg raph (i) of this cl?use has not Leen obtained or waised or Stcause a o .
a .
Contract No. f.RC-Ob 86103 Page 50 licensee 'of the exclusive right ic use or sell any subject invention i r: tr e
- United States is in breach of such agreer;.ent.
l(k) Special provisions for contracts' with nonprofit organizations. If the Contractor is a nonprofit organization, it acrees that--
~
(1) Rights to a subject invention in the United Sta tes may _ not be assigned without the approval of the Federal agency, except where such assignment is made to an organization which has as one of its primary functions tne managernent of - inventions and whicn is not, itself, engaged in or aces not hold a substantial interest in otner organizations engageo in the manufacture or sale of prooucts: or the use of processes that might utilize the invention or be in competition with embodiments of the invention (proviced, that such essignee will be subject to the same-provisions as the Contractor);
(2) The Contractor may not grant exclusive licenses unoer Unitec States patents or patent applications in subject inventions to persons other tnan small business firms for a period in excess of the earlier of--
(i) Five years from first comercial sale or use of the inventior.;-
or (ii) Eight years f rom the date of the exclusive license excepting
.that time before regulatory agencies necessary to obtain prenarket cl ea rance ,
unless on a case-by-case basis, the Federal agency approves a longer exclusive license. .lf exclusive fielc-of-use licenses are grantec, corrercial sale or use in one field of use will not be deemed comercial sale or use as to other fielos of use, and a first comercial sale of use with respect to a product of the invention will not--be deemed to eno the exclusive period to different subsecuent products covered by the invention; (3) The Contractor shall share royalties collected on a sut, ject invention with the inventor; and (4) The balance of any royalties or income earned by the Contractor j with -respect to subject inventions, af ter payment of expenses (including payments to inventors) incidental to the administration of subject inventions, will. t,2 utilized for the support of scientific research or ecucation.
(1) Comunications. Reserved.
(End of clause)
(R 7-302.23(h) 1981 JUL) .
.52.228-7 INSURANCE LIABILITY TO THIRD PERSONS. (APR 1984)
(a) (1) Except as provided in subparagraph (2) irrnediately following, or. in
" paragraph (h) of this clause (if the clause has a paragraph (h)), the Contractor shall provide and. maintain wo rke rs ' compensation, employer's l iaDili ty ,
comprehensive genera l liability (bodily injury) , comprehensive automobile liability- (bodily injury and property damage) insu rance , anc such other insurance as the. Contracting Of ficer may recuire under this contract.
(2) The Contractor may, with the approval of the Contracting Gf ficer, maintain a self-insurance program; provided that, with respect to workers' compensation, the Contractor is qualified pursuant to statutory authority.
(3) All insurance required by this paragraph shall be in a fortn and amount and for those periods as the Contracting Officer may require or approve and with insurers approved by the Contracting Officer.
(b) The Contractor agrees to submit for the Contractir.g Of ficer's approval, to _ the extent and in the manner required by the Contracting Of ficer, any other insurance that is r:a int a ined by the Contractor in c cr r.ec t ion with the performance of this contract and for which the Contractor seeks reimbursement.
- Ccntract yo. MC-04-BS-103 1 Page~51
. (c) beert es. Prev icec T r. pe rogr aph (b) of .tr.is cleuse (); iM clause het a paragraph (h)j, the Contractor shali be reimbursed--
(1) For that portien (i) of the reasonable cost of insurance allocable to this contract and (ii) requireo or approved under this clause; and (2) For certain liabilities (and expenses incicental to such
-liabilities) to thira persons not compensated by insurance or otherwise without regarc to and as an exception tc the limitation of cost or the limitation of funds. clause of this contract. These liabilities must arise out of the performance of this contract, whether or not caused by the negligence of the Contractor or of the Contractor's agents, servar:ts, or employees, and rust be represented by final judgments or settlements approved in writing by' the Government. Tnese liabilities are for--
(i) Loss of or damage to property (other than property ~ owned,
. occupied, or' used by the Contractor, rented to the Contractor, or in the care, custocy, or control of the Contractor); or (ii) Death or bodily injury.
(c) The Government's liability unoer paragraph (c) of this clause is subject to the ' availability of appropriated funds at the time a contingency occurs.
hothing- in this cor. tract shall be construed as implying that the Congress' will, at a later date, appropriate funos sufficient to meet deficiencies.
(e) Tne Contractor shall not be reimbursed f c,r liabilities (and expenses incicental to sucn liabilities)--
(1) For which the Contractor is otherwise responsible under the express-terms of any clause specified in the Schedule or elsenhere in the contract; (2) For which the Contractor has failec to insure or to maintain insurance as reouired by the Contracting Officer; or (3) That result f rom willful misconduct or lack of good faith on the part of any of the Contractor's directors, officers, managers, superintendents,
- or other representatives who have supervision or direction of--
(i) All or substantially all of the Contractor's business; (ii) All or substantially all of the Contractor's operations at any one plant or separate location in which this contract is being performed; or
~
(iii) A separate and complete major industrial operation -in
- ccnnection with the performance of this contract.
(f) The provisions of paragraph (e) of this clause shall not restrict the right of the Cuntractor to be reimbursed for the cost of insurance maintained by
-the Contractor in connection with the performance of this contract, other than insurance 'r,equirea in accordance with this clause; provioed, that such cost is allowable under the Allowable' Cost and Payment clause of this contract.
-(g) If any suit or action is filed or any. claim is made against the Contractor, the cost and expense of which may be reimbursable to the Contractor under this contract, and the risk of which is then uninsured or is insured for less:than the amount claimed, the Contractor shall--
(1) Immediately notify the Contracting Of ficer and promptly furnish-copies of all pertinent papers received; (2) Authorii Government representatives to collaborate -with counsel for the- insurance carrier in settling or defending the claim when the. amount of i
the liability claimed exceeds the amount of coverage; and l (3) Authorize Government representatives to settle or defend the claim
( .and to represent the Contractor in or to take charge of any litigation, if l
required by the Government, when the liability is not insured or covered by j bond. The Contractor r,ay, at its cwn eger:se, be as sodated with the Gc.erruent representatives in any such claim or litigation.
(End of clause)
(-
i: .
, Contract No. NRC-04-85-103 Page 52 s 7-203.22 1966 DEC)
(R 1-7.204-5) 52.230-3' COST ACCOUNTING STANDARDS. (AFR 1984)
(a) Unless the Cost Accounting Star.caros Board (CASE) has prescribed rules or regulations exempting the Contractor or this contract from stancaros, rules, and regulations promulgated pursuant to 50 - U.S.C. App. 2168 ( F u t, . L.91-379.
August- 15,1970), the Contractor,'in connection with this contract, shall--
.(1) (National Defense Contracts Only) By submission of a Disclosure-Statement, disclose in writing the Contractor's _ cost accounting practices es required by regulations of the CASB.
~
The practices oisclosed for this contract shall bc the same as the practices currently disclosed anc appliec on all otner contracts and subcontracts being performed by the Contractor and which contain a
. Cost Accounting Standards (CAS) clause. If the Contractor nas notifiec the Contractinc Gfficer that the Disclesure Sta tenent contains trace secrets anc
~
l com,ercial or financial information which is privileged and cor.ficentiai , the Disciosure Statement snall bc protected ano shall not be released cuisice of the Government.
(2) follow consistently the Contractor's cost accounting practices in accumulating and reporting contract pe rf orma nce cost cata concerning this contra c t. If any change in cost accounting practices is made for the purposes of any contract or subcontract subject to CASB requirements, the change must be l appliec prospectively to this contract, and the Disclosure Statement must be amenced accordingly. If the contract price or cost allowance of this contract is affected by such changes, adjustment shall be made in accordance with subparagraph (a)(4) or (a)(5) below, as appropriate.
(3) Comply with all CAS in effect on the date of awara of this contract
- or, if the Contractor has submitted cost or pricing data, on the date of final I
agreement on price as shown on the Contractor's signea certificate of current l' cost or pricing date.
~
The Contractor shall also ' comply with any CAS which hereaf ter becomes applicable to a contract or subcontract of the Contractor.
Such compliance shall be recuired prospectively f rom the date of applicability to such contract or subcontract.
(4) (i) Agree to an equitable adjustment as provided in the Cnanges clause of this contract if the contract cost is affecteo by a change which, pursuant to (3) above, the Contractor is required to make to the Contractor's l . established cost accounting practices.
(ii) hegotiate with the Contracting Officer to determine the terms and conditions under which a change may be made tc a cost accountint, practice, other than a change made under other provisions of this paragraph.4; provided,
- t. that no agreement may be mace under this provision that will increase costs paid by the United States.
l (iii) When~ the parties agree to a change to a cost accounting practice, other than a change under (4)(i) above, negotiate an equitable
, adjustnient as provided in the Changes clause of this contract.
(5) Agree to an adjustment of the contract price or cost allowance, as eppropriate, if the Contrac tor or a subcontractor fails to comply ~with an applicable Cost Accounting Standard or to follow any cost accconting practice consistently and such failure results in any increased costs peid by the United States. Such adjustnent shall provice for recovery cf the increasad costs to the United States together with interest thereon computec at the rete
Contract No. NRC-04-85-103 roge 53 1
determined by the Secretary of the T reasury pursuant to Pub. L. 92-41, 85 Stat.
97, or 7 percent per annum, whichever is less, f rom the time the payment by the United States was mode to the time the adjustment is effected.
(b) lf the parties fail to agree whether the Contractor or a subcontractor has complied with an applicable CAS, rule, or regulation of the CASB and as to any cost adjustment oemanded by the United States, such f ailure to agree _ shall be a dispute conce ning a question of fact within the meaning of the Disputes clause of this corc -t.
(c) The Contractor shall permit any autnorized representatues of the agency head, of the CASB, or of the Comptroller General of the United States to examine and make copies of any documents, papers, or records relating to compliance with the reouirements of this clause.
(d) The Contractor shall include in all negotiated subcontracts which the Contractor enters into, the substance of this clause, except paragraph (b), and shall require. such inclusion in all otner subcontracts, of any tier, including the obligation to comply with all CAS in effect on the subcontract's award date or if the subcontractor has submitted cost or pricing data, on the date of final agreement on price as shown on the subcontractor's signed Certificate of Current Cost or Pricing Data. This reouirement shall apply only to negotiated subcontracts in excess of 5100,000 where the price negotiated is not based on--
(1) Established catalog or morket prices of coanercial items sold in substantial quantities to the general public; or (2) Prices set by law or regulation, and except that the requirement shall not apply to negotiated subcontracts otherwise exempt from the requirement to include a CAS clause by reason of 331.30(b) of Title 4, Code of Federal Regulations (4 CFR 331.30(b)).
Note (1): New CAS shall be applicable to both national defense and .
nondefense CAS-covered contracts upon award of a new national defense CAS- t covered contract containino the new Standard. The award of a new nondefense CAS-covereo contract shall "not trigger applicetion of new CAS.
Note (2): Subcontractors shall be requi red to submit their Disclosure Statements to the Contra ctor. However, if a subcontractor has previously submitted its Disclosure Statement to a Government Administrative Contracting Off wer ( AC0), it may satisfy that requirement by certifying to the Contractor the-date of the Statenent and the address of the ACO.
Ncte (3): In any case where a subcontractor determines that the Disclosure Statement information is privileged and confidential and declines to provide it to the Contractor or higher tier subcontractor, the Contractor may authorize direct submission of that subcontractor's Disclosure Statement to the same Government offices to which the Contractor was required to make submission of its Disclosure Statement. Such authorization shall in no way relieve the Contractor of liability as provided in paragraph (a)(5) of this clause. In view
.of the foregoing and since the contract may be subject to adjustment under this
- clause by reason of any failure to comply with rules, regulations, and Standards of the CASB -in connection with covered subcontracts, it is expected that the Contractor may with to include a clause in each such subcontract requiring the subcontractor to appropriately indemnify the Contractor. However, the inclusion of such a clause and the terms thereof are matters for negotiation and agreement between the Contractor and the subcontractor, provided that they do not conflict with the duties of the j Contractor urder its centract with the Gcverr.nent, it is also expected that any subcontractor subject to such indemnification will generally require tubstantially similar indemnification to be submitted by its subcontractors.
l
Contralt No. ?.RC-OF, 05. )()3 Page 54 foote (4): If the subcmtrac tor is a business unit which , purn.nnt to 4 CFR 332 is entitiea to elect rocifiec controct coverage anc to f olin Stencaros 401 a nd . ~ 402, the clause at - 52.230-5, " Disclosure Consistency of Cost Accounting Practices," 'of- the Feaeral Acquisition Regulation shall be inserted in lieu of this clause, hote- (5): The - terms defined in 4 CFR 331.20 shall have the same meanings he rein. As there defined,
- negotiated subcontract" means any subcontract except a ' firm-fixec-price subcont ract made by a Contractor ~or subcontractor after receiving offers from at least two persons not associated with each other or with such Contractor or subcontractor, providing (1) the solicitation to all competitors is icentical, (2) price is the only consideration in selecting the subcontractor from among the competitors solicited, _ and .(3) the lowest offer received in compliance with the solicitation from among those solicited is accepted.
(End of clause)
(R 7-104.83(a) 197E FEB)
(R l-3.1204-1(a)(1))
(R l-3.1204-2(a))
-52.230-4 ADMINISTRATION OF COST ACCOUNTING STANDARDS. (APR 1984)
For the purpose of acministering the Cost Accounting Standards (CAS) requirements under this contract, the Contractor shall take the steps outlined
-in (a) through (f) belcw:
(a) Submit to the cognizant Contracting Officer a description of . any accounting change, the potential impact of the change on contracts containing a CAS ' clause, and if not obviously immaterial, a general dollar magnitude cost impact analysis of the cnange which displays the potential shift of costs
-between CAS-covered contracts by contract type (i.e., firm-fixed-price, J
incentive - cost-plus-fixed-fee, etc.) and other contractor business activity.
As related to CAS-covered contracts, the analysis should display the potential 5 cct of funds of the various Agencies / Departments (i.e., Department of Energy, f.'a ti ona l Aeronautics and Space Administration, Army, Navy, Air Force, other Department of Defense, other Government) as follows: -
(1) For any change in cost accounting practices required to comply with a new CAS in accordance with paragraphs (a)(3) and (a)(4)(i) of the CAS clause, within 60 days (or such other date as may be mutually agreed to) after award of a contract requiring this change.
(2) For any change in cost accounting practices proposed in accordance with paragraph (a)(4)(ii) or (a)(4)(iii) of the CAS clause or with paragraph (a)(3) or (a)(5) of the Disclosure and Consistency of Cost Accounting Practices clause, not less than 60 days (or such other date as may be mutually agreed to) before the effective date of the proposed change.
(3) For any failure to comply with an applicable CAS or to follow a disclosed practice as contemplated by paragraph (a)(5) of the CAS clause or by paragraph (a)(4) of the Disclosure and Consistency of Cost Accounting Practices clause, within 60 days (or such other date as may be mutually agreed to) after the date of agreement of noncompliance by the Contractor.
-(b) Submit a cost impact proposal in the form and manner specified by the cognizant Contracting Of ficer within 60 days (or such other date as may be mutually agreed to) after the date of determination of the adecuacy and compliance of a change submitted pursuant to (a) above. If the above proposal is not su t'~,i t t e d w i t hi n the specified time, or any extension granted by the cognizant Contracting Officer, an amount not to exceed 10 percent of each
F-Contrott No. NRC-04-85-103 Page 55 pap.e r.t acce a f t e r t ha t dete may be withhele until such tirte as o proposal has been provided in the f orm anc n.onner specified by the cognizant Contracting Officer.
(c) Agree to appropriate contract and subcontract amendments to reflect
. adjustments _ established in accordance witn paragraphs (a)(4) and (a)(5) of the CAS clause or witn paragraphs (a)(3), (a)(4), or (a)(5) of the Disclosure and Consistency of Cost Accounting Practices clause.
-(d) For _all subcontracts subject either to the CAS clause or to the Disclosure and Consistency of Cost Accounting Practices clause--
.. (1) 50 state in the body of the subcontract, in the letter of award, or in both (self-deleting clauses shall not be used); and (2) Include the substance of this clause .in all negotiated subcontracts. In addition, within 30 days after award of the subcont ract ,
submit the following information to the Contractor's cognizant cont ract a0 ministration office for transmittal to the contract administra tion office cognizant of the subcontractor's facility:
-(i) Subcontractor's name and subcontract number.
(ii) Dollar amount and cate of award.
(iii) f.ame of Contractor making the award.
(iv) Any changes the subcontractor has made or proposes to make to accounting practices that affect prime contracts or subcontracts containing the CAS clause or Disclosure and Consistency of Cost Accounting Practices clause, unless these changes have already been reported. If award of the subcontract results in making one or more CAS effective for the first time, this fact shall also be reported.
(e) Notify the Contracting Officer in writing of any adjustments required to subcontracts under this contract and agree to an adjustment, baseo on them, to this contract's price or estimated cost and fee. This notice is due within 30 days af ter proposed subcontract adjustments are received and shall include a proposal for aojusting the higher tier subcontract or the prime contract
. w griTrely.
(f) For subcontracts containing the CAS clause, require the subcontractor to comply with all Stendards in ef f ect on the cate of award or of final agreement -
on price, as shown on the subcontractor's signed Certificate of Current Cost or Pricing Data, whichever is earlier.
(End of clause)
(R 7-104.83(b) 1977 OCT)
(R l-3.1204-1(b))
62.232-17 INTEREST. (APR 1984)
(a) Notwithstanding any other clause of this contract, 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 (26 U.S.C. 1481))
shallt bear ~ simple interest from the date due until paid unless paid within 30 days of becoming due.
The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 12 of the Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, as provided in paragraph (b) of this clause, and then the until at the rate applicable amount is paid. for each six-month period as fixed by the Secretary (b) / counts shall be duc at the earliest of the folic,ing dates:
(1) The date fixed under this cc.ntract.
.. 4- Centr ut :;o. U C-0?-ht-ID3 i
page 56 (2) The do;e of the first r.r i t ter, demnd f or py r:ent c u:51 s t ert win this contract, inclucing any cemonc resulting from a default termination.
(3) The cate the Government transmits to the Contractor a proposed supplemental agreement to confirm completed negotiations establishing the amount of oebt.
(4) If this contract provides for ' revision of prices, the date of written notice to the Contractor stating the amount of refund payable i r.
. connection with a pricing proposal or a negotiatea pricing agreement not confirmed by contract modification.
(c) The interest charge made under this clause may. be reduced uncer the procedures prescribed i n ' 32. 614-2 of the Feoeral Accuisition Regulation ir effect on the date of this contract.
(End of clause)
(R 7-104.39 1972 MAY)
(R l-7.203-15) 52.232-20 LIMITATION OF COST. .(APR 1984)
(a) The parties estimate that, performance of this contract, exclusive of any fee, will not cost the Government more than (1) the estimated cost specified in the Schedule or, (2) if this is a. cost-sharing contract, the Government's share of the estimatec cost specified in the Schedule. The Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within the estimated cost, which, if this is a cost-sharing contract, includes both the Government's and the Contractor's share of the cost.
(b) The Contractor shall notify the Contracting Officer in writing whenever it has reason to believe.that--
(1) The costs the contractor expects to incur under this contract in the next 60 days, when added to all costs previously. incurred, will exceed 75 percent of the estimated cost specified in the Schedule; or
~(2) The total cost f or the performance of this contract, exclusive of any fee, will be either greater or. substantially less than had been previously estimated.
(c) As part of the notification, the Contractor shall provide the Contracting Officer a revised estimate of the total cost of perf orming this contract.
(d) Except as required by other provi.sions of this contract, specifically citing and stated to be an exception to this clause--
(1) The Government is not obligated to reimburse the Contractor for costs incurred in excess of (i) the estimated cost specified in the Schedule or, (ii)-if -this is a cost-sharing contract, the estimated cost to the Government specified in the Schedule; and (2) The Contractor is not obligated to continue performance under this contract- (including actions under the Termination clause of this contract) or otherwise incur costs in excess of the estimated cost specified in the Schedule, until . the Contracting Officer (i) notifies the Contractor in writing that the estimated cost' has been increased and (ii) provides a revised estimated total cost of performing this contract. If this is a cost-sharing contract, the increase shall be allocated in accordance with the formula specified in the Schedule.
(e) ho notice, commnication, or representation in ary forTn ot her than that gecified in s ubpa r a g ra ph (d)(2) above, or from any person other than the Cortracting 61ficer, shall affect this cont rac t 's estimated cost to the
. Cc ntrac t i;o. ;aC-0085 103 Page 57 Ge n rrme nt . In the absence of the specified notice, the Gcuernment' is not obligated to reimburse the Contractor for any costs in excess of the- estimated cost-or, if this is - a cost-sharing contract, f or any costs in excess of the estimated cost'to the Government specified in the Schedule, whether those excess S ' costs were--incurred during lthe course. of the contract or as a result of termination.
(f) ~ If. the estimated cost specified in the Schedule is increased, any costs the Contractor ' incurs before the increase that are in excess of tne previously estimated cost shall be allowable to the same extent as if incurred af terward, unless the Contracting Officer issues a termination or other notice directing that the increase is solely to cover termination or other specified expenses.
(g) Change orders shall not be considered an authorization to exceed the estimated cost to the Government specified in the Schedule, unless they contain
~
a statement increasino the estimated cost.
~
(h)-If this contract is. terminated or the estimated cost is not increased, the Government and the Contractor shall negotiate an equitable cistribution of all property produced or purchased under the contract, based upon the share of costs incurred by each.
(End of clause)
(R 7-203.3(a) 1966 0CT)
(R 7-402.2(a) 1966 OCT)
(R 7-402.2(b) 1973 fGY)
(R l-7.202-3(a))
(R l-7.402-2(a) & (b))
52.232-23 ASSIGrMENT OF CLAIMS. (APR 1984)
(a) The Contractor, under the Assignment of Claims Act, as amended, 31 U.S.C. 203, 41 U.S.C. 15 (hereafter referred to as the "the Act"), may assign its rights te be paid amounts due or to become due as a result of the performance of this contract to a bank, trust company, or other financing
. institution, including any Federal lending agency. The assignee under such an assignment raay thereafter further essign or reassign its right under the
-original assignment to any type of financing institution described in the preceding sentence.
(b) Any assignment or reassignment authorized under the Act and this clause shall cover all unpaid amounts payable under this contract, and shall not be made to more than one party, except that an assignment or reassignment may be made to one party' as agent or trustee for two or more parties participating in the financing of this contract.
(c) The Contractor shall not furnish or disclose to any assignee under this contract any classified document (including this contract) ur information related .to work under this. contract until the Contracting Of ficer authorizes such action in writing.
(End of clause)
(R 7-103.8 1962 FES; R 1-30.703 1976 MAY)
(R 7-602.8 1976 0CT)
(R 7-607.6 1976 OCT) 52.233-1 DISPUTES. (APR 1984)
(a) This contract is s ubject to the Contrect Di ,mes Act of 1978 (41 U.S.C.
i 601-613) (the Act).
Contract No. NRC-04-85-103 Page 58 m
(b) bcept as prewiced in the Act, all dis putes arising under or rCcimg to this centract shall be resched Under this cleuse.
(c) " Claim," as used in this clause, means a written der.and or written assertion by one of the contracting parties seeking, as a matter of right, the
.' payment of money in a sum certain, the adjustment or interpretation of' contract terms, or other relief arising unoer or relating to this contract. A claim arising under a contract, unlike a clairr. relating to that contract, is a claim that can be resolved uncer a contract clause -that provides for tne relief souoht by.' the claimant. However, a written cemand or written assertion by the Contractor seeking the payment of money exceeding 150,000 is not a claim under the Act until certified as -required by subparagraph (d)(2) below. A voucher,
. invoice, or other routine request for payment that is not in dispute' when submitted is not a claim under the Act. The submission may be converted to a claim under the Act, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.
(d) (1) A claim by the Contractor shall be made in writing and submitted to the Contracting Officer for a written decision. A claim by the Government against the Contractor shall be subject to a written decision by the Contrccting
-Officer.
(2) For Contractor claims exceeding 550,000, the Contractor shall submit with the claim a certification that--
(i) The claim is made in good faith; (ii) Supporting data are accurate and complete to the best of the Contractor's knowledge and belief; and (iii) The amount reauested accurately reflects the contract adjustment for which the Contractor believes the Government is liable.
(3) (i) If the Contractor is an individual, the certification shall be executed by that individual.
(ii) If the Contractor is not an individual, the certification shall be executed by--
(A) A senior company of ficial in charge at the Contractor's
.piant or-location involved; or (B)' An officer or general partner of the Contractor having overall responsibility for the conduct of the Contractor's affairs.
(e) For Contractor claims of 550,000 or less, the Contracting Of ficer must, if requested in writing by the Contractor', render a decision within 60 days of the request. For Contractor-certified claims over $50,000, the Contracting Of ficer must, within 60 days, decide the claim or notify the Contractor of the
'cate by which the decision will be made.
(f) The Contracting Officer's decision shall be final unless the Contractor appeals or files a suit as provided in the Act.
(g) The Government shall pay interest on the amount found due and unpaid f rom (1) the date the Contracting Officer receives the claim (properly certified if required), or (2) the date payment otherwise would be. due, if that date is later, until the date of payment. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury as provided in the Act, which is applicable to the period during which the Contracting Officer receives the
! claim and then at the rate applicable for each 6-month period as fixed by the l Treasury Secretary during the pendency of the claim.
L (h) The Contractor shall proceed diligently with perform nce of this contract, pending final resolution of any request for relief, claim, appeal, or action arising u r.ce r the centract, and cccply with any cecision of the Contracting Officer.
Contract No. iWC-C4-85-103 Page 59 t
(inc of clause)
(R 7-103.12 1980 JUN)
'(R FPR lemporary Regulation 55-11 1980 JUN) 52.242-1 NOTICE Of INTENT 1TO DISALLOW COSTS. (APR 1984)
(a) Notwithstanding any other clause of' this contract--
(1) The Contracting Of ficer may at any time issue to the Cnntractor a written notice of intent to disallow specifiec costs incurred or planned for
-incurrence 'under this contract that have been determined not to be alicwable under the contract- terms; and (2) The Contractor may, after receiving a notice under subparagraph (1) above, submit a written response to the Contracting Officer, with justification' for allowance.of the costs. If the Contractor does respond within 60 cays, the Contracting Officer shall, within 60 days of receiving the response, either make a written withcrawal of the notice or issue a written cecision.
(b) Failure to issue a notice under this Notice of Intent to Disallow Costs clause shall not affect the Government's rights to take exception to incurred-Costs.
(End of clause)
(R 7-203.35 1978 AUG) 52.242-2 PRODUCTION PROGRESS REPORTS. (APR 1984)
(a) The Contractor shall prepare and submit to the Contracting 0fficer the
, production progress reports specified in the contract Schedule.
-(b) During any delay in furnishing a production progress report required under this contract, the Contracting Officer may withhold from payment an amount not exceeding $10,000 or 5 percent of the amount of this contract, whichever is less.
(Enc of clause)
(R 7-104.51 1971 APR) 52.243-2 CHANGES--C051-REIMBURSEt4ENT. (APf 1984)--Alternate 1. (A?R 1984)
(a) The Contracting Officer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this contract in any one or more of the following:
(1) ~ Description of services to be performed.
(2) Time of performance (i.e. , hours of the day, days of the ' week, etc.).
(3) Place of performance of the services.
(b) If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the work under this.
- contract, whether or not changed by the order, or otherwise affects any other
.ternis and conditions of this contract, the Contracting Officer shall make an equitable adjustn.ent in the (1) estimated cost, delivery or cocpletion schedule, or both; (2) anaunt of any fixed fee; and (3) other affected terms and shall m dify the ccntract accordingly.
(c) The Contractor must submit any " proposal for adjustment" (heredfier referrec to as proposal) under this clause within 30 days from the date of
Centract No. '2C-04-85-103 page 60 ren i;.t of tne wr3iien order. 15.n e r , if the Cont rac ting Of ficer decides that the facts Justify it, the Contrecting Officer may receive and act upon a propesal submitted before final payment of tne contract.
(d) Failure to agree to any aojustment shall be a dispute under the Disputes clause. ~hcwever, nothing in this clause shall excuse the Contractor from proceeding with the contract as chancec.
(e) Notwitnstanding the terms ano conditions of pa ra graphs (a) and (b)
~
above,- the estimated cost of this contract and, if this contract is incrementally funded, the funds allotted for the performance of this contract, shall not be increased or considered to be increaseo except by specific written modification .of the contract indicating the new contract estimated cost and, if this contract is incrementally funded, the new ar.. cunt allotted to tne contract.
Until this modification i s ma de , the Contractor shall not be obligated to
. continue performance or incur costs beyond the point established in the Limitation of Cost or Limitation of Funds - clause of this contract.
(End of clause)
(R 7-203.2 1967 APR)
(Rl-7.202-2)
(R 7-1909.2 1971 NOV) 52.244-2 SUBCONTRACT 5 UNDER COST-REIMBURSEMENT AND LETTER CONTRACTS.
(APR 1984) 1 (a) " Subcontract," as used in this clause, includes but is not 1imited to purchase orders, and changes and modifications to purchase orders. The Contractor.shall notify the Contracting 0f.ficer reasonably in advance of entering into any subcontract if-- 1 (1) The proposed subcontract is of the cost-reimbursement, time-and- '{
materials, or labor-hour type;
~(2) The proposed subcontract is fixed-price anc exceeds either $25,000 cr 5 pycert of the total estimated cost of t.his contract; (3) The proposed subcontract has experimental, developmental, or research work as one of its purposes; or (4) This contract is not a facilities contract ano the proposed subcontract provides for the f ab rica tion , purchase, rental, installation, or other. acquisition of special test equipment valued in excess of 510,000 or of any.. items of industrial facilities.
(b) (1) In the case of a proposed subcontract that (i) is of the cost-reimbursement, time-and-materials, or labor-hour type and is estimateo to exceed
'510,000, including any fee, (ii) is proposed to exceed $100,000, or (iii) is one of a number of subcontracts with a single subcontractor, under this contract, for ~ the same or related supplies or services that, in the acgregate, are-expected to exceed 5100,000, the advance notification required by paragraph (a) above shall include the information specified in subparagraph (2) below.
(2) (i) A description of the supplies or services to be subcontracted.
(ii) Identification of the type of subcontract to be used.
(iii) Identification of the proposed subcontractor and an e>planation of why and how the proposed subcontractor was selected, including the competition obtained.
(iv) The' proposed subcontract price and the Contractor's cost or price. analysis.
(v) The rubcont ractor's ct.rrent, caplete, cod accurate cost or pricing data and Certificate of Current Cost or Pricine Cata, if required by other ccntract pr ovisions.
i
._ : )
Contract No. MC-M-85-103 Page 61
' ( v i )' The subcontrector's f>i<.cic".uro ! riment or- Cortificate relating te fest Accountinc Storccres when such ccic are ioavired by cther
- provisions of this contract.
(vii) A necotiation memorandum reflecting--
(A) ~ The principal elements of the subc t,nt ra c t price negotiations;
-(B) The most significant .consicerations .controliirg establishment of initial or revised prices; (C) The reason cost or pricing data were or were not required; (D) The extent, if any, to which the Contractor dio not rely on the subcontractor's cost or pricing cata in determining the price objective and in negotiating the final price; (E) The extent to which it was recognized in tne negotiation that the subcontractor's cost or pricing data were not accurate, complete, or current; the action taken by the Contractor and the subcontractor; anc the effect of any such defective data on the total price negotiatec; (F) Tne reasons for any significant diff erence between the
' Contractor's price objective and the price negotiated; and (G) A complete explanation of the incentive ' fee or profit plan when - incentives are used. The explanation shall identify each critical perfornance element, management cecisions used to cuantify each incentive element, reasons for the incentives, and a sumary of all trace-off possibilities considered.
(c) The Contractor shall obtain the Contracting Cf ficer's written consent before placing any subcontract for which advance notification is requred under paragraph (a) above. However, the Contracting Officer may ratify in writing any such subcontract. Ratification shall constitute the consent of the Contracting Officer.
(d) If the Contractor has an approved purchasing system and the subcontract -
is within the scope of such approval, the Contractor may enter into the sebcontracts described in subpa ragraphs (a)(1) and (a)(2) above without the consent of the Contracting Of ficer, unless this contract sis for the acquisition of major systems, subsystems, or their co aponents.
(e) Even if the Contractor's purchasing system has been a p;;ro ved , the Contractor shall obtain the Contracting Officer's written consent before placing subcontracts that have been selected for special surveillance and identified in the Schedule of this contract.
(f) Unless the consent or approval specifically provides otherwise, neither consent ' by the Contracting Officer to any subcontract nor approval of the Contractor's purchasing system shall constitute a deterimination (1) of the acceptability of any subcontract terms or conditions, (2) of the allowability of any cost under this contract, or (3) to relieve the Contractor of any responsibility for performing this contract.
(g) No subcontract placed under this' contract shall provide for payment on a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in i subsection 16.301 4 of the Federal Acquisition Regulation (FAR),
! .(h) The Contractor shall give the Contr' acting Officer immediate written notice of any action or suit filed and prompt notice of any claim made against the Contractor by any subcontractor or vendor that, in the opinion of the L
Ccntractor, may result in litigation related in any way to this contract,.with respect to which the Contractor may be entitled tc reinbursecent from the l Government.
l L
.- . l Centract No. M C-04 85-103 l Page 62 j l
l
-(1) (1) The ' Contractor shall ^ insert in each pn ce redeterminatior, or incentive- price revision subcontract under this contract 'the substance of the paragraph " Quarterly limitation on payments statement" of the clause at 52.216-
.5, . Price- Redetermination--Prospective, 52.216-6, Frice Redetermination--
Retroactive, 52.216-16, Incentive Price Rev i s ion--Fi rm Ta rge t , or 52.216-17 incentive Price Revision-- Successive Targets, as appropriate, nodified i r, accorcance with the paragraph entitled " Subcontracts" of that clause.
(2) Adoitionally, the Contractor shall . include in each cost--
reimoursement subcontract under this contract a reovirement that tne subcontractor insert the substance ~ of the appropria te modified subpa ragrcph referred to in subparagraph (1) above in each lower tier- price redetermination or. incentive price revision subcontract under that subcontract.
(j) To" facilitate small business participation in subcontracting, the Contractor agrees to provide progress payments on subcontracts under this contract that are fixed-price subcontracts with :small business concerns ir conformity with- the standaros for customa ry progress payments stated in FAF 32.502-l ' and 32.504(f), as in effect on the date of this contract. The Contractor further agrees that the need for such progress payments will not be considered a hencicap or adverse factor in the award of- subcontracts.
(k) The Government reserves the right to review the Contractor's purchasinc system as set forth-in FAR Subpart 44.3.
'(End of clause)
(P. 7-203.8(a) and (b) 1982 DEC)
(R 7-402.8(a) and (b) 1982 DEC)
(R 7-605.23)
(R 7-702.33)
(R 7-703.25)
(R 7-1703.5)
(R 7-1909.7)
(R l-7.202-8)
(R 1-7.402-8(a) and (c))
(R 7-702.33 1977 APR)
(R 7-703.25 1977 APR) 52.244-5 COMPETIT10h Ih SUBCONTRACTING. (APR 1984)
The Contractor shall select subcontractors (including suppliers) on a competitive basis to the maximum practical extent consistent with the objectives
'and requirements of the contract.
(End of clause)
(V 7-104.40 1962 APR)
(V l-7.202-30)
(V 7-303.27)
(V 7-402.29)
(V 7-603.18)
(V 7-605.37) i l
(V 7-702.50)
! (V 7-703.43)
(V 7-704.35) l t
(V 7-1703.5) j (V 7-1903.28)
(V 7-1900.23)
.52.240-25 LIM 11 AliCN OF LI ABILITY -SERVICES. (APR 1954) t L
c Contract No. W C-04-85-103 Page 63 (a) f.> cept as provicec ir. ; a racr a phs (b) enc (c ) !+1w, enc (,t ept to the extent that thc Cor.t r a c t o r is expressly responsible under tnis contract for oeficiencies in the services required to be performed under it (including any materials furnished in conjunction with those services), the Contractor shall not be liable for loss of or damage to property of the Government that (1) occurs after Government acceptance of services performed uncer this contract and (2) results from any defects or deficiencies in the services performed or materials furnished.
(b) The limitation of liability under paragraph (a) above shall not apply when a oefect or oeficiency in, or the Government's acceptance of, services performed or_ materials furnished results f rom willful misconduct or lack of good faith on the part of any of the Contractor's managerial personnel. The term
" Contractor's managerial personnel," as used in this claese, means the Contractor's direc to rs , of fice rs , and any of the Contractor's managers, superintencents, or equivalent representatives who have supervision or direction of--
(1) All or substantially all of the Contractor's business; (2) All or substantially all of the Contractor.'s operations at any one plant, labora tory , or separate location at which the contract is being perforned; or
-(3) A secarate and complete major industrial operation connected with the' perform 6nce of this contract.
(c) If the Contractor carries insurance, or has established a reserve for self-insurance, covering liability for loss or damage suffered by the Government through the Contractor's performance of services or furnishing of naterials under this contract, the Contractor shall be liable to the Government, to the extent of such insurance or reserve, for loss of or-camage to property of the Government occurring after Government acceptance of, and resulting from any defects 'and deficiencies in, services performed or materials furnished under i this contract.
(d) The Contractor shall include this clause, including this paragraph (d),
supplemented as necessary to reflect the relationship of 'the contracting carties, in all subcontracts over S25,000.
(End of clause)
(R 7-1912 1974 APR) 52.247-63 PREFERENCE FOR U.S.-FLAG AIR CARRIERS. (APR 1984)
(a) " International air transportation," as used in this clause, means transportation by air between a place in the United . States and a place outside
' the United States or between two places both of which are outside the United
. States.
" United States," as used in this clause, means the 50 States, the District of Columbia,- the Comonwealth of Puerto Rico, and possessions of the United States.
"U.S.-flag air carrier," as used in this clause, means an air carrier holding a certificate under section 401 of the Federal Aviation Act of 1958 (49 U.S.C. 1371).
(b) Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 1517) (Fly America Act) requires that all Federal agencies and Government contractors and subcontractors use U.S.-flag air ca rriers for U.S. Government-financed international air transportation of per scnnel (and their personal ef fects) or property, to the ed e r.t that service by these carriers is nailable. It rcquires the Cciptroller Crneral of the
Comract No. NRC-04-85-103 page 64 United ' States , in the obsence of utisf actory proof of the necessity for foreign-flag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for.
international air transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is availcble to provide such services.
_ (c) The. Contractor agrees, in performing work under this ' contract, to use U.S.-flag air carriers for international air transportation of personnel (and their personal . effects) or property to the extent that service by those carriers is available.
(d) _In the event:that the Contractor selects a carrier other than a U. S. -
flag air - carrier for international air transportation, the Contractor shall:
include a certification on vouchers involving such transportation essentially as.
follows:
CERTIFICATION OF UNAVAILABILITY OF U.S.-FLAG AIR CARRIERS I hereby certify that international air transportation of persons .(and their personal effects) or property by U.S.-flag air carrier' was not available or it was necessary to use foreign-flag air carrier service for the'following reasons (see . section . 47.403 of the federal Acquisition Regulation): [ State reasons):
(End of certification)
(e) The Contractor shall include the substance of this clause, including this paragraoh (e), in each subcontract or purchase under this- contract that may involve international air transportation.
(End of clause)
(R 7-104.95 1979 NOV)
(R l-1.323-2) 52.249-6 TERMINATION (C0ST-REIMBURSEMENT). (APR 1984)
(a) The Government may terminate performance of work under this contract in
.whole or, from time to time, in part, if -
(1) The Contracting Officer determines that a termination is in the G:vernment's interest; or (2) The Contractor defaults in performing this contract and fails to cure the default within 10 cays (unless- extended by the Contracting Officer) af ter receiving a notice specifying the default. " Default" incluces failure to make progress in the work so as to endanger performance.
(b) .The Contracting Officer shall terminate by delivering to the Contractor a Notice' of Termination specifying wnether termination is for default of the Contractor or for convenience of the Government, the extent of termination, and the effective date. If, after termination for default, it is determined that the Contractor was not in default 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 as set forth in the Excusable Delays clause, the rights and obligations of the parties will be the same as if the termination was for the convenience of the Government.
(c) Af ter receipt of a Notice of Termination, and except as directed by the Contracting Officer, the Contractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this clause:
(1) Step work as specified in the notice.
(2) Place no further subcontracts or orders (referred to as nbcontracts in this clause), cxccpt as necenary to complete the tortirued portion of the contract, t
Contract No. tac 04-85-103 Page 65 (3) Termrmte all'subc entracts to the extent thy relate tc the work terminated.
(4) Assign to the Government, as directed by the Contracting Of ficer, all right, title, and interest of the Contractor under the subcontracts terminated, .in which case the Government shall have the right to settle or to pay any termination settlement proposal arising out of those terminations.
(5) With approval or . ratification to the extent required by the Contracting Officer, settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts, the cnst of which would be reimbursable in whole or in part, under this contract; approval or ratification will be final for purposes of this clause.
(6) Transfer title (if not already transferred) and, as directed by the Contracting : Officer, ' deliver to the Government (i) the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated, (ii) the completed or partially completed plans, drawings, information, and other property that, if the contract had been completed, would be required to be furnished to the Government, and (iii) the jigs, dies, fixtures, and other special tools and tooling acquired or manufactured for this contract, the cost of which the Contractor has been or will be reimbursed under this contract.
(7) Complete performance of the work not terminated.
(8) Take any action that - may be neces sa ry , or that the Centrecting Officer may direct, for the protection and preservation of the property related to this contract that is in the possession of the Contractor and in which the Government has or may acquire an interest.
(9) - Use its best efforts to sell, as airected or authorized by the Contracting Officer, any property of the types referred to in subparagraph (6) above; provided, however, that the Contractor (i) is not required to extend credit to any purchaser and (ii) may acquire the property under the conditions prescribed by, and at prices approved by, the Contracting Officer. The proceeds of any transfer or disocsition will-be applied to reduce any payments to be made by the Government under this contract, credited to the price or cost of the work, or paid in any other manner directed by the Contracting Officer.
(d) Af ter expiration of the plant clearance period as defined in Subpart 45.6 of the Federal Acquisition Regulation, the Contractor may submit to the Contracting Of ficer a list, certified as to quantity and quality, of termination inventory nci previously disposed of, excluding items authorized for disposition by the Contracting Officer. The Contractor may request the Government to remove those items or enter into an agreement for their storage. Within 15 days, the Government will accept the items and remove them or enter into a s torage ag reement. The Contracting Officer may verify the list upon removal of the items, or if stored, within 45 days from submission of the list, and shall correct the list, as necessary, before final settlenent.
(e) After termination, the Contractor shall . submit a final termination settlement proposal to the ' Contracting Of ficer in the form and with the certification prescribed by the Contracting Of ficer. The Contractor shall submit the proposal promptly, but no later than 1 year from the effective date of. termination, unless extended in writing by the Contracting Officer upon written request of the Contractor within this 1-year period. However, if the Contracting Officer determines that the facts justify it, a termination settlement proposal may be received and acted on af ter 1 year or any extension.
If the ' Contractor fails to submit the proposal within the time allcwed, the ,
Ccntracting Of ficer may deterniine, on the basis of information asailable, the i
e ,
j
.' A Co. trac t No. MC-0485-103 page 66 cnount, if any, due the Contractor because of the termir.ction and stell pay the amount determined.
(f) Subject to pa ra graph (e) above, the Contractor and the Contracting Officer may agree on the whole or any part of.the amount to be paid (including an . allowance for fee) because of the termination. The contract shall be amended,.and the Contractor paid the agreed amount.
(g) If 'the Contractor and the Contracting Officer fail to agree in whole or in part on the amount of costs and/or fee to be paid because of tne termination
. of work , the Contracting Officer shall determine, on the basis of i nfo rma t ior, available the amount, i f a ny , aue the Contractor, and shall pay that amount, which shall include the following:
(1) All costs reimbursable under this contract, not previously paid, for the performance of this contract before the effective date of the termination, and part of those costs that may continue for a reasonable ' time with the approval of or as directed by the Contracting Of ficer; hcoever, the Contractor shall discontinue those costs as rapidly as practicable.
(2) The cost of settling and paying termination settlement proposals under terminated subcontracts that -are properly chargeable to the terminated portion of the contract if not included in subparagraph (1) above.
(3) The rea sonable costs of settlement of the work terminated, includinc--
~
(i) Accounting, legal, clerical, and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting.
data; (ii) The termination and settlement of subcsntracts (excluding the amounts of such settlements); and (iii) Storage, transportation, and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory. If the termination is for default, no amounts for the preparation of the Contractor's termination settlement proposal may be included.
(4) A portion of the fee payable uncer the contract, oetermined as follows:
(i) If the contract is terminated for the convenience of the Gove rrcent , the settlement shall include a percentage of the fee equal to the
. percentage of completion of work contemplated under the contract, but excluding subcontract effort included in subcontractors' termination proposal s , less previous payments for fee.
(ii) If the contract is terminated for default, the total fee payable shall be such proportionate part of the fee as the total number of articles (or amount of services) delivered to and accepted by the Government is to the total number of articles (or amount of services) of a like kind required by the contract.
(5) If the settlement includes only fee, it will be determined under subparagraph (g)(4) above.
(h) The cost principles and procedures in Part 31 of the Federal Acquisition Regulation, in effect . on the date of this contract, shall govern all costs claimed, agreed to, or determined under this clause.
(i) The Contractor shall have the right of appeal, under the Disputes clause, from any determination made by the Contracting Officer under paragraph (e) or (g) above or paragraph (k) below, except that if the Contractor failed to submit the termination settlement proposal within the time provided in paragraph (c) and failed to request a time es tersion, there is no right of a;pcal. If the Contracting Of ficer has made a detcrmination of the amount due under paragraph (e), (g) or (k), the Goverrcent shall pay the Contractor (1) the an.ount
n
~
Contract No. NRC-0 M 51103 Page 67 deti rcirec by thc U nt rcc ting' . Gf f ic er if there is no 'right of cppeal.Or if no
' timely (j ) In appeal .hasat arriving beenthe taken, amount or (2)the cue theContractor araount finally unoer cetermined this clause, on~ an'eppeai.
there
.shall be deducted--
(1) All unliquidatec advance or other payments to the Contractor, uncer
_'the terminated portion of this contract;
-(2)- Any- claim which the Government has against the Contractor under this contract; and
.(3) The agreec price for, or the proceecs of sale cf materials, supplies, or other things acquired by the Contractor or sold under this clause and not recovered by or credited to the Government.
(k) :The Contractor and - Contracting Officer must agree to any equitable adjustment. in fee for the continvec portion of the controct when .there is a partial ~ termination _. The Contracting Officer shall amend the contract to reflect the agreement.
(1) (1) The Government may, uncer the terms and conditions it prescribes, make partial payments and payments against costs incurred by the Centractor for the terminated portion of the contract, if the Contracting Officer believes the
' total of these payments will not exceed the amount to which the Contractor will be entitled.
(2) If the total payments exceed the amount finally determined 'to be
~
cue, the Centractor shall repay -the excess to the Government upon cemant, together with interest computed 'at the rate established by the Secretary of the Treasury under 50 U.S.C. App. 1215(b)(2). Interest shall be computed for the period from the date the excess payment is received by the Contractor to the date the~ excess is repaid. Interest shall not be charged on any excess payment
.due to a reduction in the Contractor's termination settlement proposal because of retention or other disposition of termination inventory until 10 days after q the date of the retention or disposition, or a later date determined . by the '
' Contracting Officer because of the circumstances.
(m) The provisions of this clause relating to fee are inapplicable if this contract does not include a fee.
(End of clause)
(R 1-8.702)
(R 7-203.10 1973 APR) 52.249-14 EXCUSABLE DELAYS. (APR 1984)
(a) Except for defaults of. subcontractors at any tier .the Contractor shall not be .in . default . because of any failure to perform this contract under its terms if the failure arises from causes beyond the control and without the fault or negligence of the Contractor. Examples of these: causes are ~(1) acts .of God or of the public enemy, (2) acts of the Government in either its sovereign or contractual capacity, (3) . fires, (4) floods, (5) epidemics, (6) quarantine restrictions, (7) strikes, (8) freight embargoes, and (9) unusually severe weather, in each instance, the f ailure to perform must be beyond the' control and without the fault or negligence of the Contractor. " Default" includes failure to make progress .in the work so as to endanger performance.
(b) If the failure to perform is caused by the failure of a subcontractor at any . tier to perform or make progress, and if the cause of the failure was beyond the control of both the Contractor and subcontractor, and without the fault or necligence of either, the Ccntractor shall not be doened to be in default, unless--
o .
- 5. .
, ', E (~7 CchtincCi;o. f;RC 8bfl03 ]
,4 -Page 68
'() ) . Th( si,bc cr+t ret t r d suppi ics 6r services - viere obt air.bble f rom oil + r sources; J .
-(2) 1The Contracting ' Officer ~ oroered the Contractor in writing to
' purchase thesetsupplies !or services f rom the other source;' and'
--(3)
- The: Contractor- f ailed to comply reasonably with this order.
~
(c)IUpon~ request of- the Contractor, the Contracting. Officer shall ascertain
-the: facts anc extent of.the failure. If-the Contracting:0ffi_ce~r determines that.
- any - f ailure' to perform results f rom one- or. more fof.1the..~causcs above', the;
' delivery - schedule? shall be - revised, subject to the' < rights of: the Gove rnr,en t-Junderithe termination clause of this contract.
~
(End of clause).
.(k-7-203.11 1969'AUG)
(R l-8.708)
,1 (R 7-605'.39)
(R l-7.403-5)
(R 7-702.7)
(R 7-703.7)-
(R 1-7.202-II)
(R l-8.700-2(c))
(
s
- i l
(_
Contrect ilo. ;iRC-04-85-103 Page 69 P Ri 111 - L I ST OF DOCU MEN T S , r y g 1 E ; 7 L , ;,7;D OTHE F. is G ! C ,f h T S Section J - List of Attachments-Attacnment Number Ti tie i NRC Orcanization Chart 2
NRC Contractor Orcanizational Conflicts of Interest (41 CFR Part 20) ~
3 NRC Manual Chapter 3202 4 Billing Instructions s
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