ML20128M286
| ML20128M286 | |
| Person / Time | |
|---|---|
| Issue date: | 06/12/1985 |
| From: | Thompson R, Wexler R NRC OFFICE OF ADMINISTRATION (ADM), PROFESSIONAL EXAMINATION SERVICE |
| To: | |
| Shared Package | |
| ML20128M283 | List: |
| References | |
| CON-FIN-D-1315, CON-NRC-03-85-052, CON-NRC-3-85-52 NUDOCS 8507110646 | |
| Download: ML20128M286 (74) | |
Text
m ~ _w . - . .=: -- -- - . - - .
~. .
- t. t
- o.r.
/ .*
C Q'jg,C",T," ks'CFR $ " Tt noi "8" AWARD / CONTRACT $ 7
- 2. C oreT R AC T 79.r. J e J.e.s s No. .. RE Quitet somfpumCmA&E RE C.vtsifemosEC T No.
NRC-0^-85-052 4.dEFW1 T e v%oA T E1985 RFP RS-NRR-85-052
- 5.
- saved e v [ 6. AouimisTI.nto av af.sner .t..Jun es [
i U. S. Nuclear Regulatory Comission '
Division of Contracts Washington, DC 20555
' T. NAus Ano AconEss or CONT m ACTom av...r=es. eery, e...ry, sue, .d :sP c , s.oELivEnv 1
Professional Examination Service -
6 475 Riverside Drive p. oiscovhv Poa snow.T
- AvwENT 7
New York, NY 10115 rj
,- N/A
~
1 r.0.......
SUBMIT.INvo.lCES
. . . . . . I'T EM
. .,u,r.,TOTNE , 12
~
(73E "
F ACILITY COCE _ _
ADORESS SNOWN IN - l A L 6m* T O/w Asm a o. 42. em v ut iwreLL mE MADE ev l G. .
iSee F.2. See G.8 and G.10
- f 4.. ACCovmTiNG Ano A*.aopme Avec= OAT A H.'gJga o.ieTv s om us + c cTat a TwAN rv6L Amo o*EN CoweETa-io$s c, 2 ou.n i y ,i u s c. saien l o i B&R No. 20-19-50-57-4 FIN 01315 15A. tTEt4 NO ' 159 $UPPLIES/SLRv8CES 15C. OUANTITY 15D_UNrf 1*E UNIT PetCE 158 AMOUNT The Commission hereby accepts Professional Exanination Service's proposal dated January 28, 1985, as revisep dated March '15.1985 and April 29, 1985, all of which are incorporated into this cost p' us fimd fee contract by this reference to perform the efforts as detai' ed he/ein.
isc. TOTAL AsaOuNT OF CONTRACT P!$288.390.65
~
- 16. TABLE OF CONTENTS Vi l$EC. l OE SCRIPTICMd lPAGE t$l Vi ! $EC. ) E'JSCRIPTION " l PAC E LSt PamT I-TME SCMEouLE PART te - CoNTR ACT CCAUSES A A SOLICITATION / CONTRACT FORM I Ai 8 l CONTRACT CLAUSES I 30 X B $UPPLIES CR SE RvlCES AND PRICES / COSTS 2 *a =T iii- List oR ooCuutNTs. E = iniTs ANo oTNE a ATT ACa.
X C DESCRIPTION / SPECS /WORer STATEMENT 7 Xl J l LIST OF ATTACNMENTS \6[
y 0 PACK AGING ANC MARKING 'n pant av - votreESENT AT.oNS ANo INSTauCTeoNS d
V E INSPECTION AND ACCEPTANCE K R E P R E SE NTATeONS. CE RTIF ICATIONS AND F CELtvERIES OR PERFORMANCE '1 OTHER STATEMENTS OF OFFERORS v
V G CONTR ACT ACMINISTR ATION DAT A $ L INSTRS . CONOS . ANO NCTICES TO OF FE RCRS y N SPECi AL CONTR ACT REOUIREMENTS 91 M CVALUATION F ACTORS FOR AWARD
(
CONTRACTING OFFICER nlll CCMPL ETE ITEM Ii OR 18 AS APPlICA8L E
- 7. e.,r., = =. as. AwAmo tc..r cr , n e m. ,4 se e i saa. d.come.e a v..e
[ CoNTa ACTomas NEcoTiATto 3aoaEEutNt sc m.. . . . . . . . . .. ... . . .. . . . . . . . .
d . . .. . .. . . . . . .....i~
- . . . . . ~ . .- .,. ,. ,. .........N..,..N..
- e. ~ . . .,No.........i...
. .. . . ~ . . .. . . ~...
. . . . ............T.............~
- . ....i........,..........
. ..... ............ . . . ........T.....,................,.
.........i..c..............,
',*0."."'.'.
- . . . . ' " 3,4 ..
.O...'.U..,",.'.C.. .
. L, I "'"."*.'.Du..*"';.".'.".'#
d *.".'*J*.'.*.20 0;'""''***-"*'**"""'**'"""*"""'"**"*"'**""'
1,A. NAME Atuo TIT LE of SeGNE A (Type ee pn r# 20A. NAME oF CONT A ACT.NG OF F sCER d h/e'I/O r /G e horreb[ .Mid D. Thompson a.C A i.. -A NT= Acro. - i,u oAtt s.c~Eo
,pv~ E st ATExc, p3Cj,=it s.G~co sv bCII, cor Co$($dID g
g fa, e$,, M WVh,!..blW ,, ,,- .. . c .,~ r h,' W.
Q *h '(
NSN75 003353.s04, ts.los PREvtoWS LotTion UNUSAeLE ./ STANDA.R.D pr. y C5 A FORM 26 ImEv. . e FAm(es.4 C m S L 2 W.1 e if 5. 60Tlen.d.1 p.i.tsas ofrett : 3333 0.-34 tergi) 8507110646 850612 PDR CONTR fWtC-03-85-052 PDR-r -
' I O
RS-NRR-85-052 Page 2 Section 8 - Supplies or Services and Prices / Costs 8.1 Brief Description'of Work Entitled " Development of NRC Reactor Operator Licensing Examination Specifications":
Development of a content-valid, reliable, and resource efficient reactor operator licensing examination and examination process.
1 The major scope of work will be the production of a catalog of
, required job content for operation of boiling water reactors and
! other guidance for NRC certified licensing examiners.
B.2 A. Total Estimated Cost........................$ 272,066.69 Fee...................................$
+
Fixed 16,324.00 j
Total Estimated Cost Plus Fixed Fee.........$ 288,390.69 l
Section C - Description / Specifications / Work Statement
! C.1 Statement of Work
( C.I.1 Background NRC's primary mission is to ensure that nuclear power plants are operated in such a manner that public health and safety are protected.
One of the key mechanisms for achieving this mission is to ensure that qualified persons are licensed to operate reactors. The licensing examinat
> operator {on is a major candidate point of NRC competence. It notintervention only servesinastheanassessment evaluation ofof operator capabilities, but also influences utility training programs.
1 0perator applies to both licensed reactor operators and senior reactor operators.
a -.- - -. - . . - . . . -.. - -.- ~ . - . . -
l' '.
l-i RS-NRR-85-052 Page 3 The current licensing examination contains two separate components: a written examination and an operating test. The written examination has four sections, each contains approximately 12-15 short-answer and objective-type questions. The operating test commonly includes an oral and a work sample examination; the latter is perfonned on a simulator that replicates the physical characteristics and operating parameters of a nuclear power plant control room. Together, these examination
~, components ensure that licensing decisions are based upon data from a wide range of relevant knowledge, skills and abilities (KSAs).
The reactor operator and senior operator positions are comprised of i
highly-skilled, technically complex duties and responsiblities. Years of experience and months of classroom and experiential training must be successfully completed before applicants can apply for a license. When granted, a license to operate is specific to one facility, due to appreciable differences in design, structural and operating characteristics across sites. Examination content must therefore be tailored to measure the specific KSAs necessary for competent perfonnance at that facility, resulting in the need to place consider-able reliance on examiner judgment in the development of test content and evaluation of candidate response. Currently, examiners develop test content and evaluation criteria based upon copious amounts of plant-specific material dealing with training program content, technical specifications, procedures, plant design, etc. Guidelines for the development, administration, and evaluation of-examination responses are detailed in the Operator Licensing Examiner Standards (NUREG 1021).
The NRC has recently completed a two-year examination development and validation project. The purpose of this project was to determine and develop the best method for ensuring that examinations are valid, reliable, resource-efficient, and allow the most effective use of each examination medium (i.e. , oral, written and simulator). The first l phase of this work focused on reviewing state-of-the-art testing practices; surveying attitudes and opinions of examiners, licensees, and utility trainers; examining licensing and testing processes in related organizations, and other background investigations. Based on the information obtained from these reviews, a content validation
, approach was selected, focusing on the delineation of important i operator KSAs and the development of a structured test construction and l evaluation process.
The Institute for Nuclear Power Operations (INP0) performed a job-task dnalysis of the reactor operator position at Pressurized Water Reactors 1
(PWRs). The INPO analysis was used as source data for the development of KSAs relevant to PWR licensing examinations. Delineation of KSAs for reactor operators at Boiling Water Reactors (BWR) plants was ';
j deferred until the INP0 analyses on this reactor type were completed and the procedures used to develop KSAs for PWR operators proved l
effective.
l
,s _ _ _ _ _ _ _ _ -_. ._ . _ _ _ _ . _ __m ___._.=__ _
I I n i
- 1 RS-NRR-85-052 i
Page 4 1
2 Due to the unique characteristics of the INPO data base , the task of 4
culling relevant data was replete with difficulties. For example INPO's job-task analysis is intended primarily for training purposes;,
as such, it includes many enabling knowledge and ability requirements that are too remedial for use in licensing examinations. The INP0 KSAs i ,
'. a re , by and large, very specific, highly detailed, and extremely copious (over 28,000 statements). Considerable effort was necessary to derive a workable XSA taxonomic structure and design procedures for rewriting knowledge and ability statements at the appropriate level of detail.
Once knowledge and ability statements were rewritten by a core of if censing examir;ers, they were submitted for review to a panel of experienced senior operators from a representative sample of PWR facilities and senior level examiners. Panelists reviewed the statements for completeness and accuracy. In addition, participants rated the importance of each statement in the final KSA listing, accord-ing to the rating criteria in Reference a. The product of these efforts i includes a catalog of operator knowledge and ability statements and an accompanying Examiner Handbook.
4 A comparable analysis now needs to be performed on BWR licensed i
operator positions. Lessons learned during the perfomance of the last project will help streamline the process required to develop a 8WR catalog and make associated modifications to the examiner ' handbook.
However, the technical complexity of the positions under study, coupled
, with the continued need to incorporate data from the INP0 job-task analysis of BWR operators, make this project one that requires both an in-depth understanding of job-task analysis procedures and an ability to apply creative solutions to complex situations.
Other NRC examination development efforts of note proceeded concurrently with the development of the PWR catalog and handbook. The computerization of written test items is near completion3. Among other features, it will allow examiners easy access to and review of archival questions based on a number of relevant search criteria. A keywording system that will link test items to the KSA catalog is currently being developed, so that knowledge and ability statements can be included as an item selection variable. Consequently, the fomat of the future BWR catalog must also allow easy application of this keywording system to these new KSAs.
Another recent NRC project produced reconnendations for improvements to simulator examinations. These suggestions have been incorporated into the Examiner Handbook. Further improvements are needed to better i
2 A description of the INP0 job-task analysis procedures and data base is i ncluded in Attachment #6, Reference b.
3 A description of the computerized Examination Question Bank is included in Attachment #6, Reference d.
t
__, . - -- - ~ ~ ~ ~
e y dr y- w --. e- v1,-i,.-w-e - - - - * - + .------e -----my ry.--n.-,y-m--owwe --y-w, -ey-9-r-- . - - - ,-----w. w-w- ,.-----,---g..-e r- e ,-
~.. -_ . . . . - . _
t RS-NRR-85-052 i Page 5 l
integrate the catalog KSAs with procedures for the development of each
- test medium (i.e., oral, written and simulator). Specifica W -
procedures are still needed that will better delineate KSAs on the basis of the most approprii.te examination medium for their measurement.
While the PWR catalog KSAs indicate the specific types and areas of knowledge and ability necessary for safe operator perfonnance, many statements do not specify the depth or level at which the KSA should be tested. This issue has already been explored in a preliminary fashion, yet no concrete decisions on how or if to proceed in this direction j have been made.
l The current PWR catalog and handbook have yet to be put into practice.
Experience gained from examiner use of these documents may lead to the identification of areas that need further modifications and improvements. A method needs to be developed to systematically incorporate the variety of feedback (e.g., examiner reactions; content analysis; exam results) in evaluations of the effectiveness of these examination guides.
In evaluating the effectiveness of these materials, special attention will be given to assessing the ease with which examiners can develop plant-specific test content using these generically-based knowledge and ability requirements, as well as the quality of the resulting test product. Depending upon these findings, the need for a separate plant-specific KSA delineation and importance rating procedure will be determined.
C.I.2 Contract Objective The objective of this project is to complete the identification of BWR operator knowledges and abilities for use in the development of licensing examinations and to make other necessary improvements to ensure that the licensing process is content-valid, resource-efficient, l and understood and accepted by examination developers. Specific tasks in this regard include the development of modifications to the NRC l
Examiner Handbook, evaluation of revisions to the testing process, and evaluation of the need to further delineate KSAs on the basis of depth, i level, and/or plant-specificity.
l C.I.3 Scope of Work l The Contractor shall provide all personnel, materials, transportation, and facilities necessary to perfonn the following five major tasks:
TASK 1 - Development of a BWR Catalog This task involves the development of a complete listing of important knowledge and ability statements for reactor operators and senior
- operators at BWR plants. The development of these statements should be based upon a structured job-task analytic approach, tailored to allow the integration of relevant INP0 job-task analysis data during either the developmental or verification phase. While the exact manner in which this task should be accomplished is not predetennined, the t
-v
m .. .. . _ _
2 t,
, e RS-NRR-85-052 Page 6 following stipulations apply: (1) the procedure should include the use of BWR operations experts, and (2) the resulting KSA listing should conform to the format (including stem statements and categories) of the corresponding catalog of knowledge and abilities for PWR operators.
- a. The Contractor shall develop a final methodology to be used for 1
development of BWR knowledge and ability statements, based on discussion and feedback from the NRC. The plan shall incorporate use of the INP0 job-task analytic data for BWR operators, senior operators and shift supervisors in the development and/or verifica-tion of the knowledge and ability statements. The plan should also include the criteria for selecting systems and other INP0 job-task analysis data for further analysis and/or incorporation into the KSA catalog.
- b. Concurrent with the performance of subtask 1.a., the Contractor shall become proficient in the ability to access the INP0 job-task analysis data base on TYMNET and review the data for familiarity of structure and content.
- c. The Contractor shall implement the plan based on subtasks 1.a. and 1.b., culminating in the completed draft catalog of BWR knowledge and ability statements. To the extent applicable, the knowledge and ability statements in the PWR catalog should be adopted.
After one system has been completed, the Contractor shall submit to the NRC Project Officer one copy of a progress report detailing all efforts expended to date on these subtasks 1.a.,1.b., and 1.c., including any problems encountered and/or anticipated as well as solutions and/or an alternative plan for completion of this subtask 1.c. The Contractor shall do no further work on this subtask 1.c. until receipt of written approval by the NRC of the work proposed, if any, in the progress report. Any resultant discussions between the NRC and the Contractor shall take place l
i within seven calendar days after receipt of the Contractor's progress report,
- d. The Contractor shall prepare a catalog of BWR knowledge and ability statements and submit 25 copies to the NRC Project Officer.
- e. The Contractor shall assist the NRC in conducting a suoject matter expert panel review meeting (to be convened in the Metropolitan Washington, D.C. area by the NRC) to review the BWR knowledge and ability statements generated in subtask 1.d. for completeness and accuracy.*
I f. The Contractor shall incorporate the results of the panel review l meeting, conducted under subtask 1.e., into the BWR catalog and pre-l pare the catalog in a format ready for the notation of importance ratings.-
l
- g. The Contractor shall assist the NRC in conducting a second subject matter expert panel review meeting convened by NRC in the Metropolitan Washington, D.C. area to rate the knowledge and ability statements for importance, using an NRC-developed rating scale. *
- The NRC shall be responsible for the subject matter expert panel member selection and participation. The Contractor will incur no cost for i these panel members.
. . - . - - . - - -. a - - .- .- - _.
i' i.
RS-NRR-85-052 Page 7
- h. The Contractor shall perform statistical analyws to derive means and standard devidtions of importance ratings f or each statement.
The Contractor shall incorporate these results into the BWR catalog.
TASK 2 - Development of Additional " Examiner S tanda rds ," for NURET T021, Based on the Handbook for Examiner Use of the Catalog This task involves an evaluation of the draft NRC Examiner Handbook.
This evaluation will take two fonns: (1) recommendations for improvements to the Handbook based on the Contractor's review of the document; and (2) findings and conclusions based on examiner feedback and any feasible analysis of outcome criteria (e.g., test content, exam results). Based on the above information, the Contractor will propose recommendations for modifications to the current Handbook that will better ensure that examinations are constructed, administered and graded in a content-valid, consistent manner.
- a. The Contractor shall develop a plan to obtain feedback from a sample of NRC certified examiners in regard to their use of the PWR catalog and Examiner Handbook. This plan shall include the results of the Contractor's analysis of the present Handbook, involving an assessment of parts and areas that require further attention. In addition, the Contractor shall develop a method to evaluate the effectiveness of these materials based upon an analysis of examination products (e.g. , examination content, test score results).
- b. Based on NRC approval of the plan / method developed in subtask 2.a., the Contractor shall collect data by which to evaluate the revised NRC licensing process. The Contractor shall submit a sumary of these findings, including a final list of recomended revisions to the Handbook to the NRC.
- c. The Contractor shall incorporate NRC's written coments and revise handbook material into format suitable for incorporation into NUREG-1021, " Examiner Standards."
TASK 3 - Development of Revisions to the PWR and 8WR Catalog Format Based in part on the assessments perfonned in Tasks 1 and 2, the Contractor shall evaluate the need to modify the format of the PWR and BWR ca talog. The evaluation shall include the basis for each recommendation and an analysis of the respective costs and benefits of each proposal, including the criteria by which these changes should be evaluated. In addition, if modifications are recomended , the Contractor shall include a proposed method by which to develop and .
incorporate each change.
i 3, ,
t RS-NRR-85-052 Page 8 TASK 4 - Evaluation of the Suitability of Additional Examination Content Selection Criteria This task 16volves evaluating the suitability of further delineating PWR and BWR catalog statements on the basis of (1) level or depth of knowledge / ability, and (2) preferred mode of measurement (i.e., oral, written or simulator). This evaluation shall include an analysis of the respective costs and benefits of both collecting the necessary data and using the resulting information during examination development.
Include in the proposed alternative (s) the criteria by which recommendations are to be judged.
a.
The Contractor shall submit an evaluation of the suitability of KSA modifications to further delineate each statement on the basis of: (1) level or depth of knowledge / ability, and (2) optimal mode (or manner) of test measurement. This evaluation shall include a procedure for the collection of data necessary to implement the proposed recommendation (s).
- b. Based on NRC approval, the Contractor shall implement the proposed recomendation(s), using the methods and materials proposed under subtask 4.a. Panel meetings, if part of the methodology, shall be conducted in tt Metropolitan, D.C. area. If the method requires the services of industry or NRC personnel, the NRC shall be responsible for coordinating their participation.
- c. If statistical analyses on the results of subtask 4.b. are required by NRC, the Contractor shall perform these analyses and incorporate the NRC-approved results into existing testing materials (i.e., Catalogs and Handbook).
TASK 5 - Evaluation of the Development of Plant-Specific Catalogs The existing PWR Catalog and the future BWR Catalog are based on a compilation of generic reactor operator knowledge requirements. This task involves evaluating the need for analogous and ability testing materials at a plant-specific level, primarily involving site-specific ratings and modifications of current catalog content. If deem-ed necessary by the NRC, the Contractor shall develop refined job-analytic procedures to gather and use new KSA data for each facility.
- a. Based on the results of work parformed under previous tasks, the Contractor shall submit an evaluation of the development of separate plant-specific KSA catalogs based on both importance ratings specific to that facility and site-specific training materials. Include an analysis of the estimated costs and benefits of developing plant-specific KSA catalogs and the criteria by which alternative strategies should be evaluated. If plant-specific catalogs are recommended, include a proposed method for data collection and incorporation into the current testing system.
b.
Based on NRC approval, the Contractor shall pilot test the process designed in subtask 5.a. at two different NRC Regional Offices (to be selected by NRC), one for a PWR facility at King of Prussia, Pennsylvania, or Atlanta, Georgia, the other for a BWR facility at Glen Ellyn, Illinois.or Arlington, Texas.
1
l RS-NRR-85-052 i Page 9
- c. Based upon the experience gained in the pilot' test, the Contractor shall revise the process designed to produce plant-specific catalogs and delineate the revised procedures for NRC use.
C.2 Level of Effort i
The NRC's estimate of the total of scientific, technical, and clerical effort for this project is approximately 2.5 s taff-years. 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 of the following trips -taken during-the period of perfomance
- ~
under thiUcontractr the' Contractor. shall obtain.. verbal or written. approval of the NRC Project Qfficer. All- meetirigs, will. be.. convened by^ the NRC and
~ ~ ~
sha'll'4be he'id at liie. NRC^ facilities. _
- 1. Initial project conference of I day of all project staff in Bethesda, Maryland.
- 2. Monthly progress meetings, at the NRC office in Bethesda, Maryland involving the Principal Investigator.
- 3. A three-day, three-person meeting with INP0 in Atlanta, Georgia in performance of subtask 1.b.
- 4. A one-week, three-person meeting in performance of subtask 1.e in Bethesda, Maryland.
- 5. A one-week, three-person meeting in performance of subtask 1.g. in Bethesda, Maryland.
- 6. Six three-day meetings of 2 people in each of the NRC Regional Offices (King of Prussia, Pa. ; Atlanta, Ga.; Glenn Ellyn, II.;
Arlington, Tx.; Walnut Creek, Ca.) and to a contractor site (Idaho Falls, Idaho), in performance of subtask 2.b.
- 7. A one-week, three-person meeting in Bethesda, Maryland in performance of subtask 4.b.
- 8. Two three-day, three-person meeting to two NRC Regional Offices (one East Coast - King of Prussia, Pennsylvania or Atlanta, Georgia; one Mid-West - Glenn Ellyn, Illinois or Arlington, Texas) in perfom-ance of subtask 5.b.
- 9. A one-day wrap-up meeting in Bethesda, Maryland by the Principal Investigator in performance of subtask 5.c.
- 10. A one-day presentation meeting in Bethesda, Maryland, to senior NRC staff regarding results of contract work by Principal Investigator,
- 11. Two two-day trips by two people to Morris, Illinois.
RS-NRR-85-052 j Page 10 i
C.4 References
- 1. The following six references were provided to the Contractor:
i
- a. "R0 and SR0 Importance Ratings"
- b. Description of INP0 Job-Task Analysis
- c. Proposed 10 CFR 55.41, 55.43 and 55.45
- d. Description of Examination Question Bank
- e. Excerpt from NRC Catalog of "Knowledges and Abilities Required of Nuclear Power Plant Operators: Pressurized Water Reactors."
f.
Draft NRC " Examiner's Handbook for Developing PWR Operating Licensing Examinations."
+
Section 0 - Packaging and Marking 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.
Saction E - Inspection and Acceptance E.1 FAR Citations 52.246-5 INSPECTION OF SERVICES--COST-REIMBURSEMENT.(APR1984) e (a) Definition. " Services," as used in this clause, includes services perforned, 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 perfornad by the Contractor shall be
,_ . . - - - - . *~
= w
l
.{'
Ii RS-NRR-85-052 Page 11 maintained and made available to the Government during contract perfomance and for as long afterwards as the contract requires.
(c) The Government las the right to inspect and test all services during the term ofcontract, called for by the to the extent practicable at all places and times the contract. The Government shall perfom 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 necessary action to ensure that future performance confoms to contract requirements and (2) reduce any fee payable under the contract to reflect the reduced value of the services performed.
(e) If the Contractor fails to promptly perform the services again or take the action necessary to ensure future performance in conformity with 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 Performance F.1 Reports, Documentation and Other Deliverable End Items F.1.1 Recuirements for Use of Microcomputers by NRC Contractors These requirements cover the use of microcomputers by NRC Contractors l to produce machine-readable contract deliverables.
guidelines is to assure that such deliverables The purpose of the (e.g., programs, documents, graphs, data, etc.) will be usable on NRC equipment.
- a. All deliverables intended for use on NRC microcomputers should i
l meet the following criteria:
1.
All diskettes should be capable of use on an IBM PC using one 1
of the software packages supported by the NRC (see b. below).
- 2. In particular, documents (e.g., reports) should be produced I
with IBM DisplayWrite 2 word processing sof tware. This will allow them to be used both on NRC microcomputers and word processing equipment.
l
- 3. Failing criteria 1 or 2 above, data or text should be ,
produced as ASCII files in standard IBM PC diskette fomat,
- b. Microcomputer software support by the NRC:
l Operating System: PC DOS
l, . ,
RS-NRR-85-052 Page 12 Programming Language: BASIC Data Base: dBASE III Spreadsheet:
LOTUS 1-2-3 Graphics:
CHARTMASTER and SIGNMASTER Project Management: PERTMASTER Word Processing: DISPLAYWRITE 2 Communications: CROSSTALK XVI (asynchronous)
DISPLAYCOMM (bisynchronous)
F.1.2 Technic-' Reports and Other End Items The Contractor shall submit all of the following technical reports to the Project Officer in the format and amount of copies indicated. For each report Officer.
Contracting submitted, one copy shall also be submitted to the NRC 1.
Within seven calendar days after completion of subtasks 1.a. and 1.b., submit a technical letter report, original and 2 copies, that describes the final methodology for developing the BWR know-ledge and ability statements.
2.
Within seven calendar days after completion of subtask 1.c.,
submit a technical letter report, original and 2 copies, that contains -a catalog listing of BWR knowledge and ability state-ments oraanized and fonnatted in the same manner as that of the PWR catalog.
3.
Within seven calendar days after completion of subtask 1.d.,
submit a technical letter report, original and 25 copies, that
- - contains the revised BWR catalog based on verification of the statements with the INP0/ data.
4.
Within seven calendar days after completion of subtask 1. f. ,
submit a technical letter report, original and 25 copies, that contains the revised BWR catalog in a format annotated for indicating the importance ratings.
5.
Within seven calendar days after completion of subtask 1.h.,
submit a technical letter report, camera ready and 5 copies, that contains the BWR catalog revised to include the importance ratings and the statistical results. The catalog is to be prepared in NUREG format in accordance with the requirements of NRC Manual -
Chapter 3202 (Attachment 3 to this contract).
I 6.
Within seven calenda r days after completion of subtask 2.a.,
submit a atechnical contains final plan. letter report, original and 2 copies, that
_ - __ .. --- ~ _-- . ~ .- - .
I a
RS-NRR-85-052 Page 13
- 7. Within fourteen calendar days after the completion of the NRC-approved plan under subtask 2.b., submit a technical letter report, original and 2 copies, that contains a summary of the findings and recommended revisions to the Handbook.
3 i
- 8. Within seven calendar days after completion of subtask 2.b.,
submit a technical letter report, original and 3 copies, that contains revisions to the Examiner Handbook.
- 9. Within seven calendar days after completion of subtask 2.c.,
submit a camera ready and 5 copies of the revisions that incorporates NRC comments and in the format suitable for incorporation into NUREG-1021.
- 10. Within seven calendar days after completion of Task 3, submit a technical letter report, original and 3 copies, that contains reconsnendations regarding changes to the format of the BWR and PWR catalogs, including pros and cons of NRC implementation of each reconsnendation and other infonnation as detailed in Task 3.
- 11. Within seven calendar days after completion of subtask 4.a.,
submit a technical letter report, original and 3 copies, that contains the evaluation detailed in subtask 4.a.
- 12. Within seven calendar days after completion of subtask 4.c. ,
submit a camera ready and 5 copies of the BWR catalog that incorporates the results attained in subtask 4.b; also submit a technical letter report, original and 5 copies, that contains the results of subtask 4.b for the PWR catalog.
- 13. Within seven calendar days after completion of subtask 5.a.,
submit a technical letter report, original and 5 copies, that contains the process designed for NRC to develop plant-specific catalogs and the plan for conducting a pilot test including cost / benefit analysis.
- 14. Within seven calendar days after completion of subtask 5.c.,
submit a technical letter report, original and 12 copies, o. the process designed for NRC to develop plant-specific catalogs that incorporates the results and lessons learned from conducting the pilot test.
F.1.3. Monthly Business Letter Report By the 15th of each month, .the Contractor shall submit six (6) copies of a brief monthly business letter report to the NRC Project Officer ,
and one (1) copy to the NRC Contracting Officer which sunsnarizes the work performed during the monthly reporting period.
Each report shall identify the contract title, contract number and FIN nuniber as listed in block 21 on page 1 of this contract, the reporting period, and the following items, as a minimum:
l a *.
RS-NRR-85-052 Page 14 Project Status Section 1.
Athelisting period:of the efforts milestones by tasks reached, or and subtasks, completed provided; staff hours if missed, an explanation performed such as travel. expended; and any other events / work
- 2. Any problems or delays encountered or anticipated and recorrrnendations for resolution.
3.
A summary of progress to date on all work being performed un this contract completion (this for the may. be expressed in terms of percentage project examples of work in progress). Additionally, for TASK 1 - submit 4.
Plans for the next reporting period.
Financial Status Section 1.
cumulative balance of total expenditures dur 2.
Provide the reporting details period,ofby all taskdirect and indirect costs incurred durin and subtask.
F.2 Place of Delivery The items to be furnished hereunder shall be delivered, with all transportation charges paid by the Contractor, to:
- 1. Copies to Project Officer:
U.S. Nuclear Regulatory Comission Attn: Dr. Susan Shankman Office of Nisclear Reactor Regulation Division Mail Stop: of Human Factors Safety AR5221 Washington, D.C. 20555 i
- 2. Copies to Contracting Officer:
U.S. Nuclear Regulatory Commission Attn: Contracting Officer Division of Contracts. Mail Stop AR-2223 Washington, D.C. 20555
, F.3 Duration of Contract Period .
This contract effective shall become date as otherwise effective specified, and shallon either continue e the dat to comple thereof, within eighteen (18) months after said contract is c ve. effe ti
- ~
_ _ . . -_______&_: u_.-__.- - - - - - - - - - --- "
i RS-NRR-85-052 Page 15 V.
THIS PAGE INTENTIONALLY LEFT BLANK t
i.
l l
I I
s
,_.._n._ - . . -~
, - , - , - - - , - - - - -- , -~ , - , -v-
i l* * ,
RS-NRR-85-052 Page 16 F.4 FAR Citations 52.212-13 STOP-WORK ORDER.-- Alternate 1 (APR 1984)
(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage.
Within a period of 90 days 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 thi's 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 equitable 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 required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and (2) The Contractor asserts a claim for the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim asserted at any time before final payment under this contract.
(c) If a stop-work order is not canceled and the work covered by the order is terminated for the conveninece of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the tennination settlement.
(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.
(End of clause)
(AV 7-105.3 1971 APR)
Section G - Contract Administration Data G.1 Consideration Estimated Cost, Fixed Fee and Obligation
- 1. It is estimated that the total cost to the Goverr. ment for
RS-NRR-85-052 Page 17 full performance of this contractrepresents will be $288,390.69,d of which the sum of 5 the estimate reimbursable costs, and of which 5 represents the fixed fee.
- 2. Total funds currently available for payment and allotted to this contract are $197,000.00, of which $ . represents the estimated reimbursable costs, and of which $
represents the fixed fee.
- 3. It is estimated that the amount currently allotted will cover performance of Tasks 2, 3 and 4 which is scheduled to be f completed 12 months from the effective date of the contract.
G.2 Overhead Rates A. Pending the establishment of final overhead rates which shall be negotiated based on audit of actual costs, the Contractor shall be reimbursed for allowable indirect costs hereunder at the provisional rate of percent of total direct labcr costs.
~
B. Notwithstanding A. of this Section,- sarid provisional l
overhead rates-may be adjusted as appropriate during the term of the contract upon the acceptance of such revised rates by the Contracting Officer.
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 NRC billing instructions in Part III, Section J.
G.4 Technical Direction A. Performance of the work under this contract shall be subject to the technical direction of the NRC Project Officer named in Section G.5 of this contract. The term " Technical Direction" is defined to include the following: .
M RS-NRR-85-052 Page 18 1.
Technical direction to the Contractor which shifts work emphasis between areas of work or tasks, requires pursuit of certain lines of inquiry , fills in details or otherwise serves to accomplish the contractual scope of work.
- 2. Providing assistance to the Contractor in the preparation of drawings, specifications or technical portions of the work description.
- 3. Review and where required by the centract, 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.
- 2. Constitutes a change as defined in the clause of the General Provisions, entitled " Changes."
- 3. In any way causes an increase or decrease in the total estimated contract cost, the fixed fee, if any, or the time required for contract perfonnance.
- 4. Changes any of the expressed terms, conditions or l specifications of the contract.
C.
ALL TECHNICAL DIRECTIONS SHALL BE ISSUED IN WRITING BY THE PROJECT OFFICER OR SHALL BE CONFIRMED BY SUCH PERSON IN WRITING WITHIN TEN (10) WORKING DAYS AFTER VERBAL ISSUANCE. A copy of said written direction shall be submitted to the Contracting Officer.
' The Contractor shall proceed promptly with the performance of technical directions duly issued by the Project Officer in the
! manner prescribed by this article and within such person's l authority under the provisions of this article.
If, in the opinion of the Contractor, any instruction or direction issued by the Project Officer is within one of the categories as defined in B(1) through (4) above, the Contractor shall not proceed but shall notify the Contracting Officer in writing within five (5) working days after the receipt of any such instruction or direction and shall request the Contracting Officer to modify the contract accordingly. Upon receiving such notification from the a Contractor, the Contracting Officer shall issue an appropriate i
contract modification or advise the Contractor in writing that, in L 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.
_ . . . . - .~ _.._ ___
, . - - _ _ - _ . ___m ._ _ . . _ _ . _ . _
l L. .,
RS-NRR-85-052 Page 19 0.
Any unauthorized commitment or direction issued by the Project Officer may result in an unnecessary delay in the Contractor's performance, and may even result in the Contractor expending funds for unallowable costs under the contract.
E.
A failure of the parties to agree upon the nature of the instruction or direction or upon the contract action to be taken with respect thereto shall be subject to the provisions of the contract clause entitled " Disputes."
G.5 Project Officer A. The individual (s) listed in "B" below is (are) hereby designated as 'the Contracting Officer's authorized representative (hereinafter called Project Officer) for technical aspects of this contract. The Project Officer is not authorized to approve or request any action which results in or could result in an increase in contract cost; or terminate, settle any claim or dispute arising under the contract, or issue any uni latera l directive whatever.
The Project Officer is responsible for:
Contractor's technical progress, including (1)surveillance monitoring the and assessment of performance, and recor:rnending to the Contracting Officer changes in requirements; (2) interpreting the scope of work; (3) performing technical evaluation as required; (4) performing technical inspections and acceptances required _ by this contract; and (5) assisting the Contractor in the resolution of technical problems encountered during performance. Within the purview of this authority, the Project Officer is authorized to review all costs requested for reimbursenent by Contractors and submit recommendations for approval, disapproval, or suspension for supplies / services required under the contract. The Contracting Of ficer is responsible for airecting 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 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.3 Susan Shankman, AR5521 Office Address: Division of Human Factors Safety ,
Nuclear Regulatory Comnission
, Washington, DC 20555 Telephone Number: (301) 492-9806
I i* .
RS-NRR-85-052 Page 20 G.6 Travel Reimbursement The Contractor will be reimbursed for the follo this contract and accepted by the Contracting Officer:
1.
The per diem amountPer diemo shall be reimbursed at a daily rate is comprised . .
for. meals and miscellaneous expense,f lodging expense plus $23.00 exceed the daily rate. the total of which shall not 2.
When travel is- to one of the;high-rate geographical areas as in the Federal. Travel Regulations, actual subsistance costs sh reimbursed in accordance with the current Federal Travel Regul 3.
The cost of travel by privately owned automobile sha ll be reimbursed at the rate of 20.5c per mile.
4.
The cost of reasonable travel actual by rented expense basis.automobile shall be reimbursed on a 5.
All common economy class carrier rates when travel reimbursable available. not hereunder shall If available, reimbursement vouchers will be annotated that economy class accommodations were not available.
authorized. First-class air travel is not 6.
and miscellaneous items in excess of $25.00. Receipts a 7.
The rates provided shall remain in effect for the duration of the contract.
G.7 Paynent Due Date (a)
Paynents the later of: under this contract will be due 30 calendar days after (1) 4The date to:
copies) of actual receipt of a proper invoice (original and U.S. Nuclear Regulatory Commission Division of Accounting and Finance Office of Resource banagement ATTN: GOV /COM Accounts Section Washington, D.C. 20555 or &
(2)
TheGovernment.
the date the final deliverable product / service is accepted by (b)
For the purpose of determining the due date for payment and for no after purpose, other the date acceptance will be deemed to occer 30 calendar days of delivery of the final
. deliverable
3 ,
RS-NRR-85-052 i
Page 21 1
product /.ervice pert onned in accordance with the terms of the contract.
(c) If the final product / service is rejected for failure to conform to the technical requirements of the contract, the provisions in paragraph (b) of this clause will apply to the new delivery of the final product / service.
(d) The date of payment by wire transfer through the Treasury Financial Communications System shall be considered the date payment is made for individual payments exceeding $25,000. The date a check is issued shall be considered the date payment is made for individual payments of $25,000 or less. l G.8 Invoice Recuirements Invoices shall be submitted in an original and 4 copies to:
U.S. Nuclear Regulatory Commission Division of Accounting and Finance !
Office of Resource Management ATTN: GOV /COM Accounts Section Washington, D.C. 20555. i To constitute a proper invoice, the invoice must include the following l information and/or attached documentation: '
(1) Name of the business concern and invoice date.
(2) Contract number or other authorization for delivery of property or services.
(3) Description price and quantity of property and services actually delivered or rendered.
(4) Shipping and payment terms.
(5) Name (where practicable), title, phone number, and complete mailing address of responsible official to whom payment is to be sent.
(6) Other substantiating documentation or information as required by the contract.
G.9 Interest on Overdue Payments (a) The Prompt Payment Act, Public Law 97-177 (96 STAT. 85, 31 USC 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 l_ discounts.
!+
(b) Determinations of interest due will be made in accordance with the provisions of the Prompt Payment Act and Office of Management and
- ' - ~ ~
pl _ ._._ _
\- -
( RS-NRR-85-052 i
Page 22 l Budget Circular A-125, Vol. 47 Federal Register 37321, August 25, 1982. Among other considera tions , OMB Circular A-125 provides
{
t that:
(1) Interest penalties are not required when payment is delayed because of a disagreement over the amount of payment or other i
issues concerning compliance with the terms of the contract.
(2) Whenever a proper invoice is paid after 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 from 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 perfomance through the expiration date of a Cost Type contract.
G.10 Method 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 $25,000 and by Treasury check for each individual payment of $25,000 or less.
(b) Within seven days after the effective date of the contract, the Contractor shall forward the following information in writing to the Contracting Officer to facilitate wire transfer of contract payments. In the event that the Contractor's financial institution has access to the Federal Reserve Communications System, Contractor shall complete all items except items 7 - 9.
In the event the Contractor's financial institution does not have access to the Federal Reserve Communications System, Contractor shall complete all items except item 4.
- 1. Name and address of organization
- 2. Contact person and telephone number
- 3. Name and address of financial institution
- 4. Financial institutions's 9-digit ABA identifying number for routing transfer of funds
- 5. Telegraphic abbreviation of financial institution
- 6. Account number at your financial institution your financial institution receives electronic funds transfer messages th rough, if it does not have access to the Federal Reserve
- Communications System
- 7. Name and address of the corresponder.t financial institution your financial institution receives electronic funds transfer
,,%,_. - = = - * ~ * =
m -
.r. .,
\l .
RS-NRR-85-052 l
Page 23 messages through, if it does not have access to the Federal Reserve Communications System
, 8.
~
Correspondent financial institution 9-digit ABA identifying number for routing transfer of funds a 9. Telegraphic i
abbreviation of correspondent financial institution
- 10. Signature and title of person supplying this information (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 changes promptly to avoid payments to erroneous bank accounts.
Section H - Special Contract Requirements H.1 Key Personnel (a) The following individuals are considered to be essential to the successful performance of the work hereunder.
I. Leon Smith, Gerald Rosen, and Sandra Greenburg The Contractor agrees that such personnel shall not be removed from the contract work or replaced without compliance with paragraphs (b) and 4
(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
,; initially anticipated, the Contractor shall immediately notify the Contracting Officer and shall, subject to ':he concurrence of the
! Contracting Officer or his authorized representative, promptly replace such personnel with personnel of at least substantially equal ability and qualifications.
l fc) All requests for approval of substitutions hereunder must l
' be in writing and provide a detailed explanation of the circumstances necessitating the proposed substitutions. They must contain a complete resume for the proposed substitute, and other information requested by the Contracting Officer or needed by him to approve or disapprove the
, proposed substitution. The Contracting Officer or his authorized representative will evaluate such requests and prcmptly notify the
- Contractor of his approval or disapproval thereof in writing.
l (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 l
~ . . ~. - - - . . - .- _n -
i .
RS-NRR-85-052 Page 24 reasonably torthcoming 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 Officer for default or for the convenience of the Government, as appropriate, or, at the discretion of the Contracting Officer if he finds the Contractor at fault for the condition, the contract price or fixed fee may be equitably adjusted downward to compensate the Government for any resultant delay, loss or damage.
H.2 Censultant or Other Comparable Employment Services of Contractor Employees (OMB Clearance Number 3150-0112)
The (an Contractor shall require all employees who are employed full-time individual who performs work under the cost-type contract on a full-time annual basis) or part-time (50 percent or more of regular annual compensation received under terms of a contract with the Commission) on the contract work to disclose to the Contractor all consultanttoorundertake proposed other comparable for others.employment services which the employees 4
The Contractor shall transmit to the Contracting Officer all information obtained from such disclosures.
The Contractor will require any employee who will be employed full-time on the that work, contract to agree, he will as a condition of his participation in such not perform censultant 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.
H.3 Safety, Health, and Fire Protection The Contractor shall take all reasonable precautions in the performance of the work under this contract to protect the health and safety of employees and of members of the public and to minimize danger from all hazards to life and property and shall comply with all health, safety, ,
and fire protection regulations and requirements (including reporting requirements) of the Comission and the Department of Labor. In the event that requirements,the Contractor fails to comply with said regulations or the Contracting Officer may, without prejudice to any other legal or contractual rights of the Commissicn, ist,ue an order stopping all or any part of the work; thereafter, a start order for resumption of work may be issued at the discretion of the Contracting Officer.
The Ccntractor shall make no claim for an extension of time or forstoppage.
work compensation or damages by reason of or in connection with such H.4 Dissemination of Contract Information (OMB Clearance Number 3150-0112)
The Contractor shall not publish, permit disseminate to the public any information, or:0 to be published, or or written, concerning "
the workofperformed consent underOfficer.
the Contracting this contract witnout the prior written Two copies of any information proposed to be Contracting Officer.published or disseminated shall be submitted to the Failure to grounds for temination of this contract. comply with this clause shall be
.. . =- =-= .=
. .= = = . =.+ _ a.
I e o RS-tiRR-85-052 Page 25 H.S Private Use of Contract Information and Data Except as otherwise specifically authorized by this contract, or as otherwise approved by the Contracting Officer, infomation and other data developed or acquired by or furnished the Contractor in the performance of this contract, shall be used only in connection with the work under this contract.
- 12. 6 Drawings, Desigrs, and Specifications All orawings, sketches, designs, design data, notebooks, tectnical and scientific da ta , and allspecifications, photographs, negatives, reports, findings, recommendations, data and memoranda of every description relating thereto, as well as all copies of the foregoing relating to the work or any part thereto, shall be subject to inspection by the Commission at all reasonable times (for which inspection the proper facilities shall be afforded the Commission by the Contractor and its subcontractors), shall be the property of the Government and may be used by the Government for any purpose whatsoever without any clain 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 upcn completion or termination of this contract.
The Contractor's rig:1t of retention and use shall be subject to the security, patent, and use of information provisions, if any, of this contract.
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, proprietary data (trade secrets) or confidential or privileged technical, business, or financial information, including Commission plans, policies, reports, financial plans, internal data protected by the Privacy Act of 1974 (P.L.93-579), or other information which has not been released to the public or has been determined by the Conmission to be otherwise exempt from disclosure to the public. Contractor agrees to hold such information in confidence and not to directly or indirectly duplicate, disseminate, or disclose such information in whole or in part to any other person or organization except as may be necessary to perform the work under this contract. Contractor agrees to return such information to the Commission or otherwise dispose of it either as the Contracting Officer may from time to time direct during the progress of the work or in any event as the Contracting Officer shall direct upon completion or termination of this contract. Failure to comply with this clause shall .
be grounds for termination of this contract.
H.8 Security (0M8 Clearance tJumber 3150-0112)
(a) It is the Contractor's duty to safeguard Restricted Data, Formerly Restricted Data, and other classified in forma tion. The Con tractor
7_
1
! RS-NRR-85-052 Page 26 shall, in accordance with the Commission's security regulations and requirements, be responsible for safeguarding Restricted Data, Formerly Restricted Data, and other classified infomation and protecting against sabotage, espionage, loss and theft, the classified documents and material in the Contractor's possession in connection with the perfomance of work under this contract. Except as otherwise expressly provided in this contract, the Contractor shall, upon completion or temination 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 Officer, the Contractor will complete c ,
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 I 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. -
1 L
(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, or other classified information, except in accordance with the Atomic Energy Act of 1954, as amended, and the Commission's regulations or requirements applicable to the particular type or category of classified infomation to which access is required.
(f) Criminal Liabilities. It is understood that disclosure of Restricted Data, Fomerly Restricted Data, or other classified information relating to the work or services ordered hereunder to any person not entitled to receive it, or failure to safeguard any ,;
Restricted Data, Formerly Restricted Data, or any other classified matter that may come to the Contractor or any person under the Contractor's control in connection with work under this contract, may subject the Contractor, its agents, employees, cr subcontractors to criminal liability under the laws of the United States. (See the
i .
I RS-NRR-85-052 Page 27 4
Atemic Energy Act of 1954, as amended, 42 U.S.C. 2011 et seq.; 18 U.S.C. 793 and 794; and Executive Order 11652.)
(g) Subcontracts and Purchase Orders. Except as otherwise authorized in writing by the Contracting Officer, the Contractor shall insert ,
provisions similar to the foregoing in all subcontracts and purchase orders under this contract.
(h) In performing the contrac work, the Contractor shall assign classifications to all documents, material, and equipment originated or generated by the Contractor in accordance with classification guidance by the Commission. Every subcontract and purchase order issued 1 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 accordance with classification guidance furnished by the Contractor.
H.9 Contractor Organizational Conflicts of Interest (OM8 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 t'o performance or participation by the Contractor as defined in 41 CFR 920-1.5402(f) in the activities covered by this clause.
^
. (c) Work for Others. Notwithstantiing any other provis1on 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 rd employees designated as key personnel, if any, under this contract abide by the provisior) 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 interes t, 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 end belief and except as otherwise set forth in this contract, it..coes not have any organizational conflicts of interest, as defired in 41 CFR 20-1.5402(a). l s
_______ . _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ - ~
- j. .
!(
,c '
's RS-NRR-85-052 Page 28 Y ~
'(2)
The Contractor agrees that if after award it discovers organizational conflicts of interest with respect to this
' writing contract, to theit shall Contracting make an imediate and full disclosure in Officer.
This statement shall include a description of the action which the Contractor has taken or
' proposes to take to avoid or mitigate such conflicts. The NRC may, however, teminate the contract for convenience if it deems sucht' termination to be in the best interests of the Government.
(e) Access to and use of infomation.
(1) accessIf the Contractor in the perfomance of this contract obtains i
L' i to information, such as NRC plans, policies, reports, 1
c Act of 1974 (Pub. L.93-579), or data 'which has not be to the public, the Contractor agrees not to:
(i) Use such information for any private purpose until the information has been released to the public;
! (ii) compete for work for the Commission based on such g
infomation 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; y
(iii) submit suchan unsolicited proposal to the Government based on L
( '!
information until one' year after the release of such information to the pub 71c, or
/
(iv) release the infomation without prior written approval by the Contracting Officer unless such ,infomation has previously been released to the public bf the NRC.
-(2) .
In addition, the Contractor agrees that to the extent it
' receives or is given access to proprietary data, data protected by the Privacy Act of 1974 (Pub. L.93-579), or other confidential or privileged technical, business, or financial information under this contract, the Contractor shall treat such information in accordance with restrictions placed on use of the infomation.
(3) The Contractor shall have, subject provisions of this contract, to patent and security produces under this contract for private purposes provided thatthe al.1 requirements of this contract have been met.
(f) /Scbcontracts'.
Contractor subcontracts of any shall stier.' include this clause, including this paragr(ap '
" Contracting the Govern nent's rights. Officer," shall be appropriately mcdified to preserveT s j
(g) Remedies.
For breach of any' of the above prescriptions or
, for intentional nondisclosure or misrepresentation of any relevant interest required to De disclosed concerning this contract or for
\
- e
RS-NRR-85-052 Page 29 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 Operatfors (E00) in accordance with the procedures outlined in $20-1.5411.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANT, i
l i
l l
l
- l
I RS-NRR-85-052 Page 30 PART II - CONTRACT CLAUSES Section I - Contract Clauses 52.202-1 DEFINITIONS. (APR 1984)
(a) " Head of the agency" (also called " agency head") or " Secretary" means the Secretary (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 Director 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 the agency or Secretary.
(b) " Contracting Officer" means a person with the authority to enter into, administer, and/or tenninate 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 Contracting 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)
(R7-402.1)
(R 7-901.1)
('l 7-1902.1)
, (R 7-1909.1) 52.203-1 0FFICIALS NOT TO 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, after notice and hearing, the agency head or a designee detennines that the Contractor, its agent, or another representative--
(1) Offered or gave a gratuity (e.g., an entertainment or gift) to an
- officer, official, or employee of the Government; and (2) Intended, by the gratuity, to obtain a contract or favorable treatment un'er a contract.
(b) The acts supporting this determination may be reviewed by any court having lawful jurisdiction.
.- x - - :- - ~-
RS-NRR-85-052 Page 31 (c) If this contract is terminated under paragraph (a) above, the Government is entitled--
(1) To pursue the same remedies as in a breach of the contract; and (2) In addition to any other damages provided by law, to exemplary 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 Defense.)
(d) The rights and remedies of the Government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.
(End of clause)
(R 7-104.16 1952 MAR) 52.203-5 COVENANT 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 discretion, to deduct from 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 fide 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 perfonnance, 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 commission, 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 afficer to give consideration or to act regarding a Government contract on sh basis other than the merits of the matter.
(End of clause)
(R 7-103.20 1958 JAN)
(R 1-1.503)
(R 1-7.102-18) 52.215-1 EXAMINATION OF RECORDS BY COMPTROLLER GENERAL. (APR 1984)
(a) This clause applies if this contract exceeds $10,030 and was entered
- into by negotiation.
(b) The Comptroller General of the United Sta tes or a duly authorized representative from the General Accounting Office shall, until 3 years after final payment under this contract or for any shorter period specified in Federal Acquisition Regulation (FAR) Subpart 4.7, Contractor Records Retention, have
i
- RS-NRR-85-052 Page 32 access to and the right to examine any of the Contractor's directly pertinent books, documents, papers, or other 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 period 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 related to the subcontract. " Subcontract," as used in this clause. excludes (1) purchase orders not exceeding $10,000 and (2) subcontracts or purchase orders for public utility services at rates established to apply uniformly to the public, plus any applicable reasonable connection cha rge.
(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 authorized representative from the General Accounting Office has taken exception shall continue unti] such appeals, litigation, claims, or exceptions are disposed of.
(End of clause)
(R 7-104.15 1975 JUN)
(R1-7.103-3) 52.215-2 AUDIT--NEGOTIATION. (APR1984)
(a) Examination of costs. If this is a cost-reimbursement, incentive, time-and-materials, labor-hour, or price-redeteminable contract, or any combination of these, the Contractor shall maintain--and the Contracting Officer or representatives 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 perfoming the contract.
(b) Cost or pricing data. If, pursuant tc law, the Contractor has been required to submit 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 Officer or representatives of
- the Contracting Officer who are employees of the Government shall have the right to examine 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.
i i
RS-NRR-85-052 Page 33 (d) Availability.
The Contractor shall make available at its office at all reasonable times the materials
'examina tion, audit, or reproduction, described in paragraphs (a) and (b) above, for until 3 years after 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 period required by statute or by other clauses of this contract. In addition--
(1) If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after 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 under -
this contract, altering the clause only as necessary to identify properly the contracting parties and the Contracting Officer under the Government prime contract.
52.215-22 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA. (APR 1984)
(a) If any price, including profit or fee, negotiated in connection with this contract, or any cost reimbursable under this contract, was increased by any significant amount because (1) the Contractor or a subcontractor furnished cost or pricing data that were not complete, accurate, and current as certified in its Certificate of Current Cost or Pricing Data, (2) a subcontractor or prospective subcontractor furnished the Contractor cost or pricing data that were not complete, accurate, and current as certified in the Contractor's Certificate of Current Cost or Pricing Data, or (3) any of these parties furnished data of any description that were not accurate, the price or cost shall be reduced accordingly and the contract shall be modified to reflect the reduction.
(b) Any reduction in the contract price under paragraph (a) above due to defective data from a prospective subcontractor that was not subsequently awarded the subcontract shall be limited to the amount, plus applicable overhead and profit markup, by which (1) the actual subcontract or (2) the actual cost to the Contractor, if there was no subcontract, was less than the prospective subcontract cost estimate submitted by the Contractor; provided, that the actual subcontract price was not itself affected by defective cost or pricing data.
(End of clause)
(R 7-104.29(a) 1970 JAN)
(R 1-3.814-1(a)) #
52.215-24 SUBCONTRACTOR COST OR PRICING DATA. (APR 1984)
(a) Before awarding any subcontract expected to exceed $100,000 when entered into, or before pricing any subcontract modification involving a pricing '
adjustment expected to exceed $100,000, the Contractor shall require the subcontractor to submit cost or pricing data (actually or by specific identification in writing), unless the price is--
(1) Based on adequate price competition; (2) Based on established catalog or market prices of commercial itms sold in substantial quantities to the general public; or
r ____ ._ .- ~ _ . - _m_ .m e _ _ _ . _ . _ _ . m
. RS-NRR-85-052 Page 34
)
l
- (3) Set by law or regulation.
I (b) The Contractor shall require the subcontractor to certify in substantially the form prescribed in Subsection 15.804-4 of the Federal J Acquisition Regulation (FAR) that, to the best of its knowledge and belief, the i data submitted under paragraph (a) above were accurate, complete, and current as of the date of agreement on the negotiated price of the subcontract or subcontract modification.
+ (c) In each subcontract that exceeds $100,000 when entered into, the Contractor shall insert either--
(1) The substance of this clause, including this paragraph (c), if paragraph (a) above requires submission of cost or pricing data for the subcontract; or (2) The substance of the clause at FAR 52.215-25, Subcontractor Cost or Pricing Data--Modifications.
(End of clause)
(R 7-104.42(a) 1970 JAN)
(R 1-3.814-3(a))
52.215-31 WAIVER OF FACILITIES CAPITAL COST OF MONEY. (APR1984)
If the Contractor did not include facilities capital cost of money as a proposed allowable cost, it shall be deemend that the Contractor waived the right to claim it under th'is contract.
~
(End of clause)
(AV 0FPP Policy Letter 80-7 1980 OCT) 52.216-7 ALLOWABLE COST AND PAYMENT. (APR 1984)
(a) Invoicing. The Government shall make payments to the Contractor when requested as work progresses, but (except for small business concerns) not more often than once every 2 weeks. in amounts determined to be allowable by the Contracting Officer in accordance with Subpart 31.2 of the Federal Acquisition Regulation (FAR) in effect on the date of' this contract and the terms of this contract. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the representative may requi re , an invoice or voucher supported by a statement of the claimed allowable cost for performing this contract.
(b) Reimbursing costs. (1) For the purpose of reimbursing allowable costs (except as provideo in subparagraph (2) below, with respect to pension, deferred profit sharing, and employee stock ownership plan contributions), the tenn
" costs" includes only-- .
(i) Those recorded 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 Contractor is not delinquent in paying costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for-- -
placed in the production process for use on the contract; (8) Direct labor; (C) Direct travel; (D) Other direct in-house costs; and -
(E) Properly allocable and allowable indirect costs, as
- .. ~ -- -- . - - . -
- -.= -. . -.- - - -
o
., RS-NRR-85-052
. Page 35 shown in 4
i reimbursement under Government contracts; rposesandthe records; of obtaining Contractor's subcontractors under similar cost employee s(2) Contractor contributions to any r s. paid tostanda the d(
j tock ownership plan funds that are paid pension, profi t-sha ring, or t
included in indirect costs for payment purposes; quarterly or more often m covered. provided, that the Contractor pays the contribution to the fund within 30 days aft -
{ included until the Contractor actually makes ayment.
theperiod p shall not be -
i such contributions that are paid less often than from indirect costs for payment purposes until the shall payment.
quarterly Accrued costs for Co t be excluded 3 n ractor actually makes the under para (gr)aph (g) below, allowable obtained by applyin s or indirect vouchers cost _
paragraph (d) below. g s contract shall be indirect cost rates established in accordan .;
this contract by reference designating performance ncorporated in (4) An disregarded for purposes of cost-reimbursement e Government shall be unde J often(c) Small business concerns.A small s clause y be paid more @Q items or services purchased directlyorfor recorded contthan the costs for ever ~s j
has not yet paid for those items or services .
ract, even though the concern i
(d) Final indirect cost rates.
. Federal Acquisition Regulationappropriate bases shall be estab indirect cost rate proposal. u part 42.7 of the (2) The Con (FAR)- in effect for the period covered by the of its fiscal years, tractor shall, within 90 days after the expiration submit i
' final indirect to the cognizant Contracting Officeror responsible by a later date approved er, by for negotiating its
- cognizant audit cost rates proposed activity and, if required final indirect by agency cost rat procedures, to th
' supporting rates apply. cost data specifying the contract and/or es for that subperiod and experience forThe proposed rates shall be based on the Contract that period. contract to which the Contractor shall The appropriate Government or's actual cost establish the final representative and practical after receipt of the Contractor's indirectproposal cost ra tes as promptly as execute a written understanding setting representative forth shall the fin l(
The understanding shall specify (i) the agreed -
a up indirect cost rates.
rates, (ii) the bases to which the rates applyon final annual indirect cost }
rates the apply, (iv) settlement, and any v specific indirect cost items t, (iii) the periods for which the i any with advance agr(ee)ments or specialthe affected contract and/or subco ,
understanding specific cost shall not change any monetary ceilingtermsThe and the app allowance or disallowance provided for contract obliga tion, nr understanding is incorporated into this contract in this upon contract. executi The (4) Failure by the parties to agree on a final a on.
rate(eshall berates.
Billino a dispute within the meaning uofesthe Dispindirect nnual t cost for any) _ period, clause.
t tne Government shall reimburse at billing ratesthe Contr .
, , . , 9,.9 m P**#
m -
.-.-%y . , _ , ,. - . - - - m - y
- __ _. . _ = ..
RS-NRR-85-052 Page 36 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--
l (1) Shall be the anticipated final rates; and (2) May be prospectively or retroactively revised by mutual agreement, at either party's request, to prevent substantial overpayment or underpayment.
(f) Ouick-closecut procedures. When the Contractor and Contracting Officer agree, the quick-cioseout 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 or underpayments.
to constitute allowable costs or (2) adjusted for prior overpayments (h) Final payment. (1) The Contractor shall submit a completion invoice or "
voucher, designated 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 1
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 amounts are properly allocable to costs for which the Contractor has been reimbursed by the Government. Reasonable expenses incurred by the Contractor for securing refunds, rebates, credits, or other amounts shall be allowable costs if approved by the Contracting Officer. Before final payment under this contract, the Contractor and each assignee whose assignment is in effect at the time of final payment shall execute and deliver--
(1) An assignment to the Government, in form and substance satisfactory to the Contracting Officer, of refunds, rebates, credits..or other amounts (including 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 from all liabilities, obligations, and claims arising out of or under this contract, except--
(A) Specified claims stated in exact amounts, or in estimated r amounts when the exact amounts are not known; '
' (8) Claims (including 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, however, any expenses arising from the Contractor's indemnification of the Government against patent liability. .
, ,,,_. r. . e .-r ~e ~ ""~
- - - r- ,- -- - - -_
- - r >.
RS-NRR-85-052 Page 37
- 52.216-8 FIXED FEE. (APR1984) f (a) The Government shall pay the Contractor for performing this contract the i fixed fee specified in the Schedule.
(b) Payment of the fixed fee shall be made as. specified in the Schedule-ll - provided. that after payment of 85 percent of the fixed fee, the Contracting -
.i Officer 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 interest. 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 7-203.4(c)(9)) -;
(R 7-402.3(a) and (c)(7)) ~
(R 7-1909.4)
(R1-7.202-4)
(R 1-7.402-3(a) and (b)(5))
52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL DISADVANTAGED BUSINESS CONCERNS. (APR 1984)
(a) It is the policy of the United States that small b'usiness concerns and '
small business concerns owned and controlled by socially and economically disadvantaged individuals shall have the maximum practicable opportunity to participate in performing contracts let by any Federal agency.-
(b) The Contractor hereby agrees to carry out this policy in the awarding of subcontracts to the fullest extent cons.istent with efficient contract
_ performance. The Contractor further agrees' to cooperate in any studies or surveys as may be conducted by the United States Small Business Administration or the awarding agency of the United States as may be necessary to determine the
' extent'of the Contractor's compliance with this clause.
(c) As used in this contract, the term "small business concern" shall mean a small business as ' defined pursuant to section 3 of the Small Business Act and
?
relevant regulations promulgated pursuant the re to. The term "small business '
concern owned and controlled by socially and economically disadvantaged
. individuals"~shall mean a small business concern--
i
' (1) Which is at least 51 percent owned by one or more socially and economically disadvantaged individuals; or, in the case of any publicly cwned business, at least 51 per centum of-the stock of which is owned by one or more socially and economically disadvantaged individuals; and (2) Whose management and daily business operations are controlled by one or more of such individuals.
The Contractor shall presume that socially and economically disadvantaged individuals include Black Americans, Hispanic Americans,. Native Americans ,
Asian-Pacific Americars, Asian-Indian Americans and other minorities, or any ,
other individual found to be' disadvantaged by the Administration pursuant to sectior. 8(a) of the Small Business Act.
(d) Contractors acting in good faith may rely on written representations by their. subcontractors regarding their status as either a small business concern or a small business concern owned and controlled by socially and economically disadvantaged individuals.
(End of clause) '
(R 7-104.14(a) 1980 AUG)
(V FPR Temp. Reg. 50 1979 JUN and its -
Supplement'2 1980 MAY) a_ _ _ . . _ . _ _ . _ - -- --
w- -n-. - . - . - _- -- - . . . . - -
, , RS-NRR-85-052 Page 38 52.219-13 UTILIZATION OF WOMEN-0WNED SMALL BUSINESSES. (APR1984)
'l . (a) " Women-owned small businesses," as used in this clause, means businesses 1
that are at least 51 percent owned by women who are United States citizens and "-
! who also control and operate the business.
- " Control," as used in this clause, means exercising the power to make policy 4 decisions.
" Operate," as used in this clause, means being actively involved in the day-
- to-day management of the business.
(b) It is the policy of the United States that women-owned small businesses 2
shall have the maximum practicable opportunity to participate in performing '
contracts awa-ded by any Federal agency.
. (c) The Contractor agrees to use its best efforts to give women-owned small
- businesses the maximum practicable opportunity to participate in the P
subcontracts performance of its contract.
it awa rds to the fullest extent consistent with the efficient
~
l.
52.220-3 UTILIZATION OF LABOR SURPLUS AREA CONCERNS. (APR 1984)
(a) Applicability. This clause is applicable if this contract exceeds the appropriate small purchase limitation in Regulation. Pprt 13 of the Federal Acquisition (b) Policy. It is the policy of the Government to award contracts to
- concerns that agree to perform substantially in labor surplus areas (LSA's) when this cart be done consistent with the efficient performance of the contract and -
at prices no higher than are obtainable elsewhere. The Contractor agrees to use its best efforts to place subcontracts ir accordance with this policy.
(c) Order of preference. In complying with paragraph (b) above and with -
paragraph (c).of the clause of this contract entitled Utilization of Small Business Concerns and Small Disadvantaged Business Concerns, the Contractor J shall observe the following order of preference in awarding subcontracts: (1)
] small business concerns that are LSA concerns , (2) other small business concerns, and (3) other LSA concerns. .
(d) Definitions. " Labor surplus area," as used in this clause, means a geographical 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, means a concern that i together with its first-tier subcontractors will perform substantially in labor surplus areas. Performance is substantially in labor surplus areas if the costs
i incurred under the contract on account of manufacturing , production, or performance of appropriate services in labor surplus areas exceed 50 percent of -
the contract price.
52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES. (APR 1984)
.]
(a) If the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timcly performance of this centract, the Contractor shall immediately give notice, including all relevant information, to the Contracting Officer. if (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 of this contract; except that each subcontract shall provide S' that in the event its timely perfonnance is delayed or threatened by delay by -
any actual or potential labor dispute, the subcontractor shall insnediately '
notify the next higher tier subcontractor or the prime Contractor, as the case may be, of all relevant information concerning the dispute. -
-- - - - ~ - - - -
- - . . - _ _ _ _ _ - . m__ _ . _ _ . - - - _ _
- . ~ - _ _ . ~ __
t RS-NRR-85-052 Page 39
.it 52.222-3 CONVICT LABOR. (APR 1984)
The Contractor agrees not to employ any person undergoing sentence of imprisonment in perfoming this contract except as provided by 18 U.S.C.
4082(c)(2) and Executive Order 11755, December 29, 1973.
j (Endofclause)
! (R 7-104.17 1975 0CT)
(R 7-607.12 1975 0CT)
(R 1-12.204) j 52.222-26 EQUAL OPPORTUNITY. (APR 1984) j (a) If, during any 12-month period (including the 12 months preceding the award of this contract), the Contractor has been or is awarded nonexempt Federal contracts and/or subcontracts that have an aggregate value in excess of $10,000, the Contractor shall comply with subparagraphs (b)(1) through (11) below. Upon
+
request, the Contractor shall provide infomation necessary to determine the 3' applicability of this clause.
(b) During performing this contract, the Contractor agrees as follows:
(1) The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin.
(2) The Contractor shall take affimative action to ensure that appifcants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. This shall include, but not be limited to, (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 (vif f) selection for training, including apprenticeship.
1 (3) The Contractor shall post in conspicuous places available to employees and applicants for employment 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 qualified applicants will receive consideration for employment without regard to race,
< color, relig) ion,Contractor (5 The sex, or national origin.
shall send, to ea::h labor union or representative of i 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 commitments under this clause, and post copies of the notice in conspicuous places available to employees and applicants for employment.
(6) The Contractor shall comply with Executive Order 112.46, 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. Standara 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 (0FCCP) for the purposes of investigation to ascertain the Contractor's corr.p11ance with the applicable rules, regulations, and orders.
1 RS-NRR-85-052 Page 40 i
i with this clause or any rule, regulation, or order of i
thisContractor the contractmay may be canceled, terminated, or suspendedr in be declared and whole o
under the procedures authorized ineligible for further Government contracts, in Executive Order 11246, as amended. In i
- as provided in Executive Order 11246 addition, sanctions may be im as amended, the rules, re orders of the Secretary of Labor, or a,s otherwise provided by law.gulations, a
- 10) The Contractor shall subparagra(ph (b)(1) through include the tenns (11)and ofconditions this clause of in order that is not exempted by the rules, regulations, or orders of j
of Labor issued under Executive Order 11246, as amended, so tha conditions will be binding upon each subcontractor or-vendor.
~
(11) The Contractor shall take such action with respect to a enforcing provided, these terms and conditions, subcontract or purchase o
' that if the Contractor becomes involved in, or is threatene litigation with a subcontractor or vendor as a result of any directi ,
Contractor the interests ofmay request the United the United States to enter intoon, States. the the litigation rotect this clause will be governed by the procedures in 41 CF ..
(End of clause)
(R 7-103.18 1978 SEP)
(R 1-12.803-2)
(R 7-607.13 1978 SEP) 52.222-35 AFFIRMATIVE (APR1984) ACTION FOR SPECIAL DISABLED A (a) Definitions.
"Ap clause,propriate office of the State employment service system," as used in thi means the local office of the Federal-State national system of public
' employment offices assigned to serve the area where the employmen be filled, including the District of Columbia, Guam, Puerto Rico, Vir Islands, American Samoa, and the Trust Territory of the Pacific Islands
" Openings that the Contractor proposes to fill .
organization,"
one outside as used in this clause, means employment from within openings its own for wh the Contractor's organization (including subsidiaries, and the parent any affiliates, openings that the Contractor companies) will be considered and includes any
" recall" lists. proposes to fill from regularly established
" Openings that the Contractor proposes to fill under a customary an traditional employer-union hiring arrangement " as used in this, means clause employment openings that the Contractor propose,s to fill from , under union halls their customary and traditional employer-union hiring relationship
" Suitable employment openings," as used in this clause-- .
categorized (1)as--
Includes, but is not limited to, openings tha t occur in jobs >
(1) Production and nonproduction; (ii) Plant and office; (iii) Laborers and mechanics; (iv (v)) Technical;andSupervisory and nonsupervisory;
l 3 ,
RS-NRR-85-052
- Page 41 (vi) Executive, administrative, and professional positions compensated on a salary basis of less that $25,000 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.
i The Contractor agrees to take affirmative action to employ, advance in ll 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--
(1) Employment; t
(ii) Upgrading; (iii Demotion or transfer;
- (iv)) Recruitment; j
(v) Advertising; (vi) Layoff or termination; i
(vii) Rates of pay or other forms of compensation; 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.
l (c) Listing openings. (1) The Contractor agrees to list all suitable employment openings existing at contract award or occuring during contract performance, at an appropriate office of the State employment service system in the locality where the opening occurs. These openings include those occuring at
, any Contractor facility, including one not connected with performing this i
contract. An independent corporate affiliate is exempt from this requirement.
! (2) State and local government agencies holding Federal contracts of
$10,000 or more shall also list all their suitable openings with the appropriate office of the State employment service.
- (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 order, including accepting referrals of veterans and nonveterans. This i
listing does not require hiring any particular job applicant or hiring from any i particular group of job applicants and is not intended to relieve the Contractor i from any requirements of Executive orders or regulations concerning 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 tems and has so advised the State system, it need not advise the State system of subsecuent contracts. The Contractor may advise the State system when it is no longer bound by this contract clause. '
(5) Under the most compelling circumstances, an employment opening may not be suitable for listing, including situations when (i) the Government'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.
. \
1 i
RS-NRR-85-052 Page 42 (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, i (2) The terms of paragraph (c) above of this clause do not apply to j openings that the Contractor proposes to fill from within its own organization 1
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.
1
' (e) Postings. (1) The Contractor agrees to post employment notices stating (1) the Contractor's obligation under the law to take affirmative action to 3 employ and advance in employment special disabled veterans and i veterans of the Vietnam era, and (ii) qualified the rights of applicants and employees.
l (2) These notices shall be posted in conspicuous places that are available to employees and applicants for employment. They shall be in a form j prescribed by the Director, Office of Federal Contract Compliance Programs, i 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 tenns of the Act, and is
, comitted to take affirmative action to employ, and advance in employment, i qualified special disabled and Vietnam Era veterans.
(f) Noncompliance. If the Contractor does not comply with the requirements of this clause, appropriate actions may be taken under the rules, regulations, i and relevant orders of the Secretary issued pursuant to the Act.
- (g) Subcontracts. The Contractor shall include the terms of this clause in every sut. contract or purchase order of $10,000 or more unless exempted by rules, regulations, or orders of the Secretary. The Contractor shall act as specified
! by 'the Director to enforce the terms, (End ofincluding) clausc action for noncompliance.
l (R 7-103.27 1976 JUL) 4 (R FPR Temp. Reg. 39) i 52.222-36 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984)
-(a) General. (1) Regarding any position for which the employee or applicant for employment is qualified, the Contractor shall not discriminate against any employee or applicant because of physical or mental handicap. 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--
, (1) Employment; (ii) Upgrading; j iii) Demotion or transfer; i iv) Recruitment; v) Advertising; vi) Layoff or tennination;
, (vii) Rates of pay or other forms of compensation; and (viii) Selection for training, including apprenticeship.
1 (2) The Contractor agrees to comply with the rules, regulations, and relevant orders of the Secretary of Labor (Secretary) issued under the Rehabilitation Act of 1973 (29 U.S.C. 793) (the Act), as amended.
l 1
ms ,. , . . , , _ _ , . . , . , . _ , . _ , , _ , _ _ . , , , _ , _ _ _ , _ _ . , , _ _ , _ _ _ _ , . , , , _ . . , _ _ , _ , , . , . . _ _ , _ _ . _ _ _ . , _ _ ~ _ _ _ _ _
_ m .,,y, _ _ , . _ _ y _, , . ,, , ,,
L. :_.., . L- - -. == --
~
- =
i l-i RS-NRR-85-052
- Page 43 (b) Postings. (1) The Contractor agrees to post employment notices stating (1) 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 be 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 i
understanding, that the Cantractor is bound by the terms of Section 503 of the Act and is committed to take affirmative action to employ, and advance in employment, qualified physically and mentally handicapped individuals.
(c) Noncompliance. 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.
(d) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order in excess of $2,500 unless exempted by rules, regulations, or orders of the Secretary. The Contractor shall act as specified by the Director to enforce the terms, including action for noncompliance.
(End of clause)
(R7-103.281976MAY)
(R FPR Temp. Reg. 38) 52.223-2 CLEAN AIR AND WATER. (APR 1984) 4 (a) " Air Act," as used in this clause, means the Clean Air Act (42 U.S.C.
7401 et seq.).
" Clean air standards," as used in this clause, means--
(1) Any enfcrceable rules, regulations, guidelines, standards, limitations, o rders , controls, prohibitions, work pra ctices , or other requirements contained in, issued under, or otherwise adopted under the Air Act or Executive Order 11738; (2) An applicable implementation plan as described in section 110(d) of th~e Air Act (42 U.S.C. 7410(d));
(3) An approved implementation procedure or plan under section 111(c)'
or section 111(d) of the Air Act (42 U.S.C. M11(c) or (d)); or (4) An approved implementation procedure under section 112(d) of the Air Act (42 U.S.C. 7412(d)).
" Clean water standards," as used in this clause, means any enforceable limita tion , 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 standards; or (2) A schedule or plan ordered or approved by a court of competent jurisdiction, the Environmental Protection Agency, or an air or water pollution control agency under the requirements of the Air Act or Water Act and related regulations. "
4
- + .
gp n--, ,..s -.-w ,,_r. * - * - , . - ,,. ,.y-. --+.-.-% ---.s . -r -._m. , .
7-e , -.
. ~ -:. . . _ _._: = . -ua w.~.=- - --- .= =
t- -
),.[
4
- RS-NRR-85-052 Page 44 4
- " Facility," as used vesselin this clause, means any building, plant, installation, structure, mine, 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.
When a location or site of i ' operations includes more than 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 Environmental Protection Agency, detemines l
that independent facilities are collocated in one geographical area.
i etseq.). " Water Act " as used in this clause, means Clean Water Act (33 U.S.C. 1251 (b) The Contractor agrees--
i ~, (1) To compl Act (42 U.S.C. 7414)y with all the requirements of section 114 of the Clean Air relating to inspection,and section 308 monitoring, entry, of the Cleanand reports, Water Act (33 U.S.C.1318) information, as well as other requirements specified in section 114 and section 308 of the Air Act and the Water Act, and all regulations and guidelines issued to implement those acts before the award of this contract; (2) That no portion of the work required by this prime contract will be performed in a facility listed on the Environmental Protection Agency List of Violating Facilities on the date when this contract was awarded unless and until the EPA eliminates the name of the facility from the listing; i
(3) To use best efforts to comply with clean air standards and clean water standards at the facility in which the contract is being perfomed; and '
i (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 OCT)
(R 1-1.2302)
! 52.227-1 AUTHORIZATION AND CONSENT.
i (APR1984)
~
- (a) The this performing Government contract authorizes and consents to all use and manufacture, in or any subcontract at any tier, of any invention described in and covered by a United States patent (1) embodied in the structure or composition of any article the delivery of which is accepted by the i, 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 (1) specifications or written provisions forming a part of this contract or i (ii) specific the manner of written performance. instructions given by the Contracting Officer directing The entire liability to the Government for infringement of a patent of the United States shall be determined solely by the provisions of the indemnity clause, if any, included in this contract or any i subcontract hereunder (including any lower-tier subcontract), and the Government assumes liability for all other infringement to the extent of the authorization and consent hereinabove granted.
(b) The contractor agrees to include, and require inclusion of, this clause, 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 $25,000; however, omission of this clause from any subcontract, under or li over $25,000, does not affect this authorization and consent.
(End of clause) 4 (R 7-103.22 1961 JAN)
?
, #,.... ...- . * - - - * * ~ ~ ^~
-'tv*- T--
-& i-
.,ry - _ , , ,____m,,,_ , . _ , , _ . . , , , _ , . , , , , , _ , , , , , , _,,.g _g.__. ,,_g, m,,, _,9 _ , , , ,,_y...-,.a., .,,_,.-m-7- 9,,_.,g,. ,,_,,,,9.,r, , , _ ,
=--m___= m. _-__ - m . ~ . _
l *
- RS-NRR-85-052 Page 45 52.227-2 NOTICE AND ASSISTANCE, REGARDING PATENT AND COPYRIGHT INFRINGEMENT. (APR 1984)
(a) The Contractor shall report to the Contracting Officer, promptly and in reasonable written detail, each notice or claim of patent or copyright infringement based on the perfomance 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 perfomance of this contract or out of the use of any supplies furnished or work or services perfomed under this contract, the Contractor shall furnish to the Government, when requested by the Contracting Officer, all evidence and infomation in possession of the Contractor pertaining to such suit or claim. Such evidence and infomation shall be furnished at the expense of the Government except where the Contractor has agreed to indemnify the Government.
(c) The Contractor agrees to include, and require inclusion of, this clause in all subcontracts at any tier for supplies or services (including construction and architect-engineer subcontracts and those for material, supplies, models, samples, or design or testing services) expected to exceed the dollar amount set forth in 13.000 of the Federal Acquisition Regulation (FA'".
(End of clause)
(R 7-103.23 1965 JAN) 52.227-11 PATENT RIGHTS--RETENTION BY THE CONTRACTOR (SHORT FORM).
(APR1984)
(a) Definitions.
"Invention" 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 method, or to operate in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are, to the extent pemitted by law or Government regulations, available to the public on reasonable terms.
"Made," when used in relation 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.
" Nonprofit 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 ,
under section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a) or any domestic nonprofit scientific or educationcl organization qualified under a state nonprofit organization statute.
(b) Allocation of princfoal riohts. The Contractor may retain the entire right, title, ano ini.eres t througnout the world to each subject invention subject to the provisions of this clause and 35 U.S.C. 203. With respect to any
_ . _ _ _ . _ _ ~ . _ - -
1 . .
RS-NRR-85-052 Page 46 subject invention in which the Contractor retains title, the Federal Government shall have a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced for or on behalf of the United States the subject invention throughcut the world.
(c) Invention disclosure, election of title, and filing of patent applications by contractor.
(1) The 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 fonn of a written report and shall identify the contract under which the invention was made and the inventor (s). It shall be sufficiently 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 manuscript describing the invention has been submitted for publication and, if so, whether it has been accepted for publication at the time of disclosure. In addition, after disclosure to the Centracting Officer, the Contractor shall promptly notify the Contracting Officer of the acceptance of any manuscript describing the invention for publication or of any on sale or public use planned by the Contractor.
(2) The Contractor shall elect in writing wnether or not to retain title to any such invention by notifying the Federal agency within 12 months of disclosure; provided, that in any case where publication, on sale, or public use has initiated 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 end of the statutory period.
(3) The Contractor shall file its initial patent application on an elected invention within 2 years after election or, if earlier, prior to the end 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 either 10 months of the corresponding initial patent appifcation or 6 months from the date permission is granted by the Commissioner of Patents and Trademarks to file foreign patent applications where such filing has been prohibited by a Secrecy Order.
(4) Requests for extension of the time for disclosure to the Contracting Officer, election, and filing may, at the discretion of the funding Federal agency, be granted.
(d) Conditions when the Government may obtain title. The Contractor shall convey to the Federal 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 request title within 60 days after learning of the Contractor's failure to report or elect within the specified times);
(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 after 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
~- -- - .- .. -
~- - -
. o .
RS-NRR-85-052 Page 47 (3) In any country in which the Contractor decides not to continue the prosecution of any application for, to pay the maintenance fees on, or defend in reexamination or opposition proceeding on, a patent on a subject invention.
(e) Minimum rights to contractor. (1) The Contractor shall retain a nonexclusive, royalty-free license throughout the world in each subject invention to which the Government obtains title except if the Contractor fails to disclose the subject invention within the times specified in paragraph (c) above. The Contractor's license extends to its domestic subsidiaries and affiliates, if any, within the corporate structure of which the Contractor is a cart and includes 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 mcdified 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 accordance with applicable provisions in the Federal Prom y Management Regulations and agency licensing regulations (if any). This shall not be revoked in that field of use or the geographical areas in wi the Contractor has achieved practical application ano continues to make the senefits of the invention reasonably accessible to the public. The license in any foreign country may be revoked 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, and the Contractor shall be allowed 30 days (or such other time as may be authorized by the funding Federal agency for good cause shown by the Contractor) after the notice to show 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 Property 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) The Contractor agrees to execute or to have executed and promptly deliver to the Federal agency all instruments necessary to (1) establish or confirm the rights the Government has throughout the world in those subject inventions to which the Contractor elects to retain title, and (ii) convey title 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 require, 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 inventior, made under contract in order that the Contractor can comply with the disclosure provisions of paragraph (c) above, and to execute all papers necessary 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 educational programs on the importance of
1
+. .
RS-NRR-85-052 Page 48 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 statement: "This invention was made with Government support under (identify the contract) 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 Federal Acquisition Regulation (FAR)), suitably modified to identify the parties, in all subcontracts, regardless of tier, for experimental, 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 Contractor shall not, as part of the consideration for awarding the subcontract, obtain rights in the subcontractor's subject inventions.
(2) In the case of subcontracts, at any tier, when the prime award with the Federal agency was a contract (but not a grant or cooperative agreement),
the agency, subcontractor, and the Contractor agree that the mutual obligations of the parties created by this clause constitute a contract between the subcontractor and the Federal agency with respect to those matters covered by this clause.
(h) Reporting utilization of subject inventions. The Contractor agrees to submit on request periodic reports no more frequently than annually on the utilization of a subject invention or on efforts at obtaining such utilization that are being made by the Contractor or its licensees or assignees. Such reports shall incluce information regarding the status of development, date of first commercial sale or use, gross royalties received by the Contractor, and such other data and information as the agency may reasonably specify. The Contractor also agrees to provide additional reports as may be requested by the agency in connection with any march-in proceedings undertaken by the agency in accordance with paragraph (j) of this clause. To the extent data or infonnation supplied under this paragraph is considered by the Contractor, its licensee, or assignee to be privileged and confidential and is so marked, the agency agrees that, to the extent permitted by law, it shall not disclose such information to perscns outside the Government.
(i) Preference for United States industry. Not withstanding any other provision of this clause, the Contractor agrees that neither 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 products embodying the subject invention will be manufactured substantially in the United States. However, in individual cases, the requirement for such an agreement may 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 '
similar terms to potential licensees that would be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not comercially feasible.
(j) March-in rights. (1) The Contractor agrees that with respect to any subject invention in which it has acquired title, the- Cederal agency has the
- nma..n -
I 1 o i .
RS-NRR-85-052 Page 49 right in accordance with the procedures 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 reasonable 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 paragraph (i) of this clause has not been obtained or waived or because a licensee of the exclusive right to use or sell. any subject invention in the United States is in breach of such agreement.
(k) Special provisions for contracts with nonprofit organizations. If the Contractor is a nonprofit organization, it agrees that--
(1) Rights to a subject invention in the United States 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 the management of inventions and which is not, itself, engaged in or does not hold a substantial interest in other organizations engaged in the manufacture or sale of products or the use of processes that might utilize the invention or be in competition with embodiments of the invention (provided, that such assignee will be subject to the same provisions as the Contractor);
(2) The Contractor may not grant exclusive licenses under United States patents or patent applications in subject inventions to persons other than small business firms for a period in excess of the earlier of--
(1) Five years from first comercial sale or use of the invention; or (11) Eight years from the date of the exclusive license excepting that time before regulatory agencies necessary to obtain premarket clearance, unless on a case-by-case basis, the Federal agency approves a longer exclusive license. If exclusive field-of-use licenses are granted, commercial sale or use in one field of use will not be deemed comercial sale or use as to other fields of use, and a first commercial sale of use with respect to a product of the invention will not be deemed to end the exclusive period to different subsequent products covered by the invention; (3) The Contractor shall share royalties collected on a subject invention with the inventor; and (4) The balance of any royalties or income earned by the Contractor with respect to subject inventions, after payment of expenses (including ,
payments to inventors) incidental to the administration of subject inventions, will be utilized for the support of scientific research or education.
(1) Comunications. Reserved.
(End of clause)
(R 7-302.23(h) 1981 JUL)
l .
r i
i RS-NRR-85-052 Page 50 52.228-7 INSURANCE LIABILITY TO THIRD PERSONS. (APR 1984)
(a) (1) Except as provided in subparagraph (2) immediately following, or in paragraph shall provide (h) ofand thismaintain clause (if the clause has a paragraph (h)), the Contractor workers' compensation, employer's comprehensive general liability, liability (bodily injury), comprehensive automobile liability (bodily injury and property damage) insurance, and such other insurance as the Contracting Officer may require under this contract.
maintain (2) a The Contractor may, with the approval of the Contracting Officer, 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 form 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 Contracting Officer's approval, to the extent and in the manner required by the Contracting Officer, any other insurance that is maintained by the Contractor in connection with the performance of this contract and for which the Contractor seeks reimbursement.
(c) Except as provided in paragraph (h) of this clause (if the clause has a paragraph (h)), the Contractor shall be reimbursed--
(1) For that portion (1) of the reasonable cost of insurance allocable to this contract and (ii) required or approved under this clause; and (2) For certain liabilities (and expenses incidental to such liabilities) to third persons not compensated by insurance or otherwise without regard to and as an exception to 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 negli i Contractor or of the Contractor's agents, servants, or employees,gence and must of the be represented by final judgments or settlements approved in writing by the Government. These liabilities are for--
(f) Loss of or damage to property (other than property owned, occupied, or used by the Contractor, rented to the Contractor, or in the care, custody, or control of the Contractor); or (ii) Death or bodily injury.
(d) The Government's liability under paragraph (c) of this clause is subject to the availability of appropriated funds at the time a contingency occurs.
Nothing in this contract shall be construed as implying that the Congress will, at a later date, appropriate funds sufficient to meet deficiencies.
(e) The Contractor shall not be reimbursed for liabilities (and expenses incidental to such liabilities)--
(1) For which the Contractor is otherwise responsible under the express terms of any clause specified in the Schedule or elsewhere in the contract; insurance(2) asFor which required bythe the Contractor Contracting has failed Officer; or to insure or to maintain (3) That result from willful misconduct or lack of part of any of the Contractor's directors, officers, managers, good faith on the 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 connection with the perfomance of this contract.
(f) The provisions of paragraph (e) of this clause shall not restrict the right of the Contractor to be reimbursed for the cost of insurance maintained by
i RS-NRR-85-052
, Page 51 the Contractor in connection with the performance of this contract, other than insurance required in accordance with this clause; provided, 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 then the amount claimed, the Contractor shall--
(1) Immediately notify the Contracting Officer and promptly furnish copies of all pertinent papers received; (2) Authorize Government representatives to collaborate with counsel for the insurance carrier in settling or defending the claim when the anount of the liability claimed exceeds the amount of coverage; and (3) Authorize Government representatives to settle or defend the claim and to represent the Contractor in or to take charge of any litigation, if required by the Government, when the liability is not insured or covered by bond. The Contractor may, at its own expense, be associated with the Government representatives in any such claim or litigation.
(End of clause)
(R 7-203.22 1966 DEC)
(R 1-7.204-5) 52.230-3 COST ACCOUNTING STANDARDS. (APR1984)
(a) Unless the Cost Accounting Standards Board (CASB) has prescribed rules or regulations exempting the Contractor or this contract from standards, rules, and regulations promulgated pursuant to 50 U.S.C. App. 2168 (Pub. 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 as required by regulations of the CASB. The practices disclosed for this contract shall be the same as the practices currently disclosed and appifed on all other contracts and subcontracts being perfonned by the Contractor and which contain a Cost Accounting Standards (CAS) clause. If the Contractor has notiffec the Contracting Officer that the Disclosure Statement contains trade secrets and commercial or financial information which is privileged and confidential, the Disclosure Statement shall be protected and shall not be released outside of the Government.
(2) Follow consistently the Contractor's cost accounting practices in accumulating and reporting contract performance cost data concerning this contract. 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 applied prospectively to this contract, and the Disclosure Statement must be amended 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 award of this contract or, if the Contractor has submitteo cost or pricing data, on the date of final agreement on price as shown on the Contractor's signed certificate of current cost or pricing data. The Contractor shall also comply with any CAS which
- hereafter becomes applicable to a contract or subcontract of the Contractor.
Such compliance shall be required prospectively from the date of applicability to such contract or subcontract.
(4) (1) Agree to an equitable adjustment as provided in the Changes clause of this contract if the contract cost is affected by a change which,
RS-NRR-85-052 Page 52 pursuant to (3) above, the Contractor is required to make to the Contractor's established cost accounting practices.
(ii) Negotiate with the Contracting Officer to determine the terms and conditions under which a change may be made to a cost accounting practice, other than a change made under other provisions of this paragraph 4; provided, that no agreement may be maae under this provision that will increase costs paid by the United States.
(iii) When the parties agree to a change to a cost accounting practice , other than a change under (4)(1) above, negotiate an equitable adjustment as provided in the Changes clause of this contract.
(5) Agree to an adjustment of the contract price or cost allowance, as appropriate, if the Contractor or a subcontractor fails to comply with an applicable Cost Accounting Standard or to follow any cost accounting practice consistently and such failure results in any increased costs paid by the United States. Such adjustment shall provide for recovery of the increased costs to the United States together with interest thereon computed at the rate determined by the Secretary of the Treasury pursuant to Pub. L. 92-41, 85 Stat.
97, or 7 percent per annum, whichever is less, from the time the payment by the United States was made to the time the adjustment is effected.
(b) If the parties fail to agree whether the Contractor or a subcontractor has complied with an appifcable CAS, rule, or regulation of the CASB and as to any cost adjustment demanded by the United States, such failure to agree shall be a dispute concerning a question of fact within the meaning of the Disputes clause of this contract.
(c) The Contractor shall permit any authorized representatives 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 ccmp11ance with the requirements 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 other 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 requirement shall apply only to negotiated subcontracts in excess of $100,000 where the price negotiated is not based on--
(1) Established catalog or market prices of commercial 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 othenvise 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 appifcable to both national defense and nondefense CAS-covered contracts upon award of a new national defense Q S-covered contract containing the new Standard. The award of a new nondefense CAS-covered contract shall not trigger application of new CAS.
Note (2): Subcontractors shall be required to submit their Disclosure Statements to the Contractor. However, if a subcontractor has previously ,
submitted its Disclosure Statement to a Government Administrative Contracting Officer (AC0), it may satisfy that requirement by certifying to the Contractor the date of the Statement and the address of the AC0.
Note (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 authori:e
RS-NRR-85-052 Page 53 direct submission of that subcontractor's Disclosure Statement to the same Government offices to which the Contractor was required to make submission of its Discicsure 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 wish 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 Contractor under its contract with the Government. It is also expected that any subcontractor subject to such indemnification will generally require substantially similar indemnification to be submitted by its subcontractors.
Note (4): If the subcontractor is a business unit which, pursuant to 4 CFR 332 is entitled to elect modified contract coverage and to follow Standards 401 and 402, the clause at 52.230-5, " Disclosure Consistency of Cost Accounting Practices," of the Federal Acquisition Regulation shall be inserted in lieu of this clause.
Note (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-fixed-price subcontract 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 identical, (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-l'J4.83(a) 1975 FEB)
(R1-3.1204-1(a)(1))
(R 1-3.1204-2(a))
S2.230-4 ADMINISTRATION OF COST ACCOUNTING STANDARDS. (APR 1984)
For *he purpose of administering the Cost Accounting Standards (CAS) requirements under this contract, the Contractor shall take the steps cutlined in (a) through (f) below:
(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 change which displays the potential shift of costs between CAS-covered contracts by contract type (i.e., fi rm-fixed-pri ce ,
incentive, cost-plus-fixed-fee, etc.) and other contractor business activity.
As related to CAS-covered contracts, the analysis should display the potential impact of funds of the various Agencies / Departments (i.e., Department of Energy, National Aeronautics and Space Acministration, Army, Navy, Air Force, other Department of Defense, cther 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)(1) 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.
,' RS-NRR-85-052 Page 54 with paragraph(2) For(a)(4 any )(ii) chance
~
in cost of or (a)(4)(iii) accounting the CASpractices clause orproposed in accordance with paragraph (a)(3) or (a)(5) of the Disclosure and Consistency of Cost Accounting Practices clause, not less than 60 days (or sucF other date as may be mutually agreed to) before the effective date of the propc a change.
(3) For cry failure to comply with an applicable CAS or to follow a disclosed practice as contemplated by paragraph (a)(5) of t9e 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 Officer within 60 days (or such other date as may be mutually acreed to) after the date of determination of the adequacy and compliance of a change submitted pursuant to (a) above. If the above proposal is not submitted within the specified time, or any extension granted by the cognizant Contracting Officer, an amount not to exceed 10 percent of each payment made after that date may be withheld until such time as a proposal has been provided in the fann and manner specified by the cognizant Contracting Officer.
(c) Agree to appropriate contract and subcontract amendments to reflect adjustments established in accordance with paragraphs (a)(4) and (a)(5) of the CAS clause or with 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) So 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 subcontract, submit the following information to the Contractor's cognizant contract administration office for transmittal to the contract administration office cognizant of the subcontractor's facility:
(1) Subcontractor's name and subcontract number.
(ii) Dollar amount and date of award.
(iii) Name of Contractor making the award.
(iv) Any changes tne 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, based on them, to this contract's price or estimated cost and fee. This notice is due within 30 days after proposed subcontract adjustments are received and shall include a proposal for adjusting the higher tier subcontract or the prime contract appropriately.
(f) For subcontracts containing the CAS clause, require the subcontractor to comply with all Standards in effect on the date 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)
(R1-3.1204-1(b))
i
__. __-_L
. J - = -
=
RS-NRR-85-052 Page 55 52.232-17 INTEREST. (APR 1984)
(a) Notwithstanding any other clause of this contract, all amounts that become any payable applicable taxby the Contractor to the Government under this contract (net of credit under the Internal Revenue Code (26 U.S.C. 1481))
shall 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) Amounts shall be due at the earliest of the following dates:
(1) The date fixed under this contract.
(2) The date of the first written demand for payment consistent with this contract, including any demand resulting from a default termination.
(3) The date the Government transmits to the Contractor a proposed supplemental agreement to confirm completed negotiations establishing the amount of debt.
(4) If this contract provides for revision of prices, the date of written notice to the Contractor stating the amount of refund payable in connection with a pricing proposal or a negotiated pricing agreement not confinned by contract modification.
(c) The interest charge made under this clause may be reduced under the procedures prescribed in 32.614-2 of the Federal Acquisition Regulation in effect on the date of this contract.
(End of clause)
(R 7-104.39 1972 MAY)
(R 1-7.203-15) 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 Scaedule or, (2) if this is a cost-sharing contract, the Government's share i
of the astimated cost specified in the Schedule. The Contractor agrees to use j its best efforts to perform the work specified in the Schedule and all l obligations under this contract within the estimated cost, which, if this is a cost-shtring 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--
4 (1) The costs the contractor expects to incur under this contract in i the next 60 days, when added to all costs previously incurred, will exceed 75 f
percent of the estimated cost specified in the Schedule; or (2) The total cost for the performance of this contract, exclusive of any fee, will be either greater or substantially less than had been previously 3 estimated. . -
(c) As part of the notification, the Contractor shall provide the
! Contracting Officer a revised estimate of the total cost of performing this contract.
(d) Except as required by other provisions of this contract, specifically citing and stated to be an exception to this clause--
RS-NRR-85-052 Page 56 (i' The Government is not obligated to reimburse the Contractor for corts
.urnd in excess of (i) the estimated cost specified in the Schedule or, (ii) - nnis is a cost-sharing contract, the estimated cost to the Government specc. eu in the Schedule; and
(?) The Contractor is not obligated to continue performance under this 4 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) No notice, communication, or representation in any form other than that specified in subparagraph (d)(2) above, or from any person other than the Contracting Officer, shall a ffect this contract's estimated cost to the Government. In the absence of the specified notice, the Government is not obligated to reimburse the Contractor for any costs in excess of the estimated cost or, if this is a cost-sharing contract, for any costs in excess of the estimated cost to the Government specified in the Schedule, whether those excess costs were incurreo during the 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 the previously estimated cost shall be allowable to the same extent as if incurred afterward, 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 increasing the estimated cost.
(h) If this contract is tenninated or the estimated cost is not increased, the Government and the Contractor shall negotiate an equitable distribution of all property produced or purchased under the contract, based upon the share of costs incurred by each.
(End of clause) i (R 7-203.3(a) 1966 0CT)
(R 7-402.2(a) 1966 0CT) l' (R 7-402.2(b) 1973 MAY)
(R1-7.202-3(a))
(R 1-7.402-2(a) & (b))
52.232-22 LIMITATION OF FUNDS. (APR1984)
(a) The parties estimate that performance of this contract 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 estimated 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 Schedule specifies the amount presently available for payment by the Government and allotted to this contract, the items covered, the Government's
{ sha re of the cost if this is a cost-sharing con tract, and the period of t
performance it is estimated the allotted amount will cover. The parties
! contemplate that the Government will allot additional fLnds incrementally to the 1
i k
RS-NRR-85-052 Page 57 contract up to the full estimated cost to the Government specified in the Schedule, exclusive of any fee. The Contractor agrees to perfom, or have performed, wurk on the contract up to the point at which the total amount paid and payable by the Government under the contract approximates but does not exceed the total amount actually allotted by the Government to the contract.
(c) The Contractor shall notify the Contracting Officer in writing whenever it has reason to believe that the costs it expects to incur under this contract in the next 60 days, when added to all costs previously incurred, will exceed 75 percent of (1) the total amount so far allotted to the contract by the Government or, (2) if this is a cost-sharing contract, the amount then allotted to the contract by the Government plus the Contractor's corresponding share.
The notice shall state the estimated amount of additional funds req' aired to continue perfomance for the period specified in the Schedule.
(d) Sixty days before the end of the period specified in the Schedule, the Contractor shall notify the Contracting Officer in writing of the estimated amount of additional funds, if any, required to continue timely perfomance under the contract or for any further period specified in the Schedule or otherwise agreed upon, and when the funds will be required.
(e) If, after notification, additional funds are not allotted by the end of the period specified in the Schedule or another agreed-upon date, upon the Contractor's written request the Contracting Officer will terminate this contract on that date in accordance with the provisions of the Termination clause of this contract. If the Contractor estimates that the funds available will allcw it to continue to discharge its obligations beyond that date, it may specify a later date in its request, and the Contracting Officer may teminate this contract on that later date.
(f) Except as required by other provisions 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 the total amount allotted by the Government to this contract; and (2) The Contractor is not obligated to continue perfomance under this contract (including actions under the Termination clause of this contract) or otherwise incur costs in excess of (1) the amount then allotted to the contract by the Government or, (ii) if this is a cost-sharing contract, the amount then allotted by the Government to the contract plus the Contractor's corresponding sharc, until the Contracting Officer notifies the Contractor in writing that the amount allotted by the Government has been increased and specifies an increased amount, which shall then constitute the total amount allotted by the Government to this contract.
(g) The estimated cost shall be increased to the extent that (1) the amount allotted by the Government or, (2) if this is a cost-sharing contract, the amount then allotted by the Government to the contract plus the Contractor's corresponding share, exceeds the estimated cost specified in the Schedule. If this is a cost-sharing contract, the increase shall be allocated in accordance with the fomula specified in the Schedule.
(h) No notice, communication, or representation in any form other than that specified in subparagraph (f)(2) above, or from any person other than the Contracting Officer, shall affect the amount allotted by the Government to this '
contract. In the absence of the specified notice, the Government is not obligated to reimburse the Contractor for any costs in excess of the total amount allotted by the Government to this contract, whether incurred during the course of the contract or as a result of termination.
ummern -e ve-yemt-ew wrr'v^weww---um---orww-
~. . . . -- .- - ..-
i RS-NRR-85-052 Page 58 (i) When and to the extent that the amount allotted by the Government to the contract is increased, any costs the Contractor incurs before the increase that ;
are in excess of (1) the amount previously allotted by the Government or, (2) if '
this is a cost-sharing contract, the amount previously allotted by the Government to the contract plus the Contractor's corresponding share, shall be allowable to the same extent as if incurred aftenvard, unless the Contracting Officer issues a termination or other notice and directs that the increase is solely to cover termination or other specified expenses.
(j) Change orders shall not be considered an authorization to exceed the amount allotted by the Government specified in the Schedule, unless they contain a statement increasing the amount allotted.
(k) Nothing in this clause shall affect the right of the Government to tenninate this contract. If this contract is terminated, the Government and the Contractor shall negotiate an equitable distribution of all property produced or purchased under the contract, based upon the share of costs incurred by each.
(1) If the Government does not allot sufficient funds to allow completion of the work, the Contractor is entitled to a percentage of the fee specified in the Schedule equalling the percentage of completion of the work ,
contemplated by this contract. I (R 7-203.3(b) 1966 OCT)
(R 7-402.2(c) & (d) 1966 0CT)
(R1-7.202-3(b)
(R 1-7.402-2(c) & (d))
52.232-23 ASSIGNMENT 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 to 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 may thereafter further assign 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 centract) or infomation related to work under this contract until the Contracting Of ficer authorizes such action in writing.
(Endofclause)
(R 7-103.8 1962 FEB; R 1-30.703 1976 MAY)
(R7-602.819760CT)
(R 7-607.6 1976 0CT) ,
52.233-1 DISPUTES. (APR 1984)
(a) This contract is subject to the Contract Disputes Act of 1978 (41 U.S.C.
601-613) (the Act).
1 RS-NRR-85-052 Page 59 (b) Except as provided in the Act, all disputes arising under or relating to this contract shall be resolved under this clause.
(c) " Claim," as used in this clause, means a written demand 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 tems, or other relief arising under or relating to this contract. A claim arising under a contract, unlike a claim relating to that contract, is a claim that can be resolved under a contract clause that provides for the relief sought by the claimant. However, a written demand or written assertion by the Contractor seeking the payment of money exceeding $50,000 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 Contracting Officer.
(2) For Contractor claims exceeding $50,000, 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 requested accurately reflects the contract adjustment for which the Contractor believes the Government is liable.
(3) (1) 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 official in charge at the Contractor's plant or location involved; or (8) An officer or general partner of the Contractor having overall responsibility for the conduct of the Contractor's aff airs.
(e) For Contractor claims of $50,000 or less, the Contracting Officer 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 Officer trust, within 60 days, decide the claim or notify the Contractor of the date 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 from (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 i Treasury Secretary during the pendency of the claim.
(h) The Con tractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, anc comply with any decision of the Contracting Officer.
l
. o j -
RS-flRR-85-052 Page 60a (End of clause)
(R 7-103.12 1980 JUti)
(R FPR Temporary Regulation 55-II 1980 JUft) 52.242-1 f40TICE OF If4TEf4T TO DISALLOW COSTS. (APR1984)
(a) flotwithstanding any other clause of this contract--
(1) The Contracting Officer may at any time issue to the Contractor a written notice of intent to disallow specified costs incurred or planned for incurrence under under this the contract tems; contract and that have been determined not to be allowable (2) The Contractor may, after receiving a notice under subparagraph (1) above, submit a written response to the Contracting Officer, with justifica-tion for allowance of the costs. If the Contractor does respond within 60 days, the Contracting Officer shall, within 60 days of receiving the response, either make a written withdrawal of the notice or issue a written decision.
(b) Failure to issue a notice under this flotice 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 PR00VCTI0ft PROGRESS REPORTS. (APR1984) .
(a) The Contractor shall prepare and submit to the Contracting Officer 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.
(End of clause)
(R 7-104.51 1971 APR) 52.243-2 CHAtlGES--COST-REIM8URSEMEllT. (APR 1984)--Alternate I. (APR 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 t
I 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, (3) Place of performance of the services.
' (b) If any such change cuases 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 tems and conditions of this contract, the Contracting Officer shall make
' an equitable adjustment in the (1) estimated cost, delivery or completion schedule, or both; (2) amount of any fixed fee; and (3) other affected terms and shall modify the contract accordingly.
RS-NRR-85-052
} Page 60b l (c) The Contractor must' ' submit any " proposal for adjustment" (hereafter
' referred to as proposal) under this clause within 30 days from the date of receipt of the written order. However, if the Contracting Officer decides that the facts justify it, the Contracting Officer may receive and act upon a proposal submitted before final payment of the contract.
(d) Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed.
(e) Notwithstanding the tenns and conditions of paragraphs (a) and (b) above, the estimated cost of this contract and, if this contract is incrementally funded, the funds allotted for the performance of this contract, shall not be increased or considered to be increased except by specific written modification of the contract indicating the new contract estimated cost and, if this contract is incrementally funded, the new amount allotted to the contract.
Until this modification is made, 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)
(R 1-7.202-2)
(R 7-1909.2 1971 NOV) 52.244-2 SUBCONTRACTS UNDER COST-REIM8URSEMENT AND LETTER CONTRACTS. (APR1984)
(a) " Subcontract," as used in this clause, includes but is not limited to purchase orders, and changes and modifications to purchase orders. The Contractor shall notify the Contracting Officer reasonably in advance of entering into any subcontract i f--
(1) The proposed subcontract is of the cost-reimbursement, time-and-materials, or labor-hour type; (2) The proposed subcontract is fixed-price and exceeds either
$25,000 or 5 percent of the total estimated cost of this contract; (3) The proposed subcontract has experiemental, developmental, or research work as one of its purposes; or (4) This contract is not a facilities contract and the proposed subcontract provides for the fabrication, purchase, rental, installation, or other acquisition of special test equipment valued in excess of $10,000 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 estimated to exceed ,
$10,000, including any fee, (ii) is proposed to exceed $100,000, or (iii) is one i of a number of subcontracts with a sinole subcontractor, under this, contract, I
} i l . .- - -
l
---m-te~me* v-++-ge*. a g-ee e wye e- ev , .e*w* g +re t a-f e *- F *"e weg . . We w'- _ WWwey
,, ._ ._ ~ _ -. . . . _ - _ _ . _. . . - _ . _ _
RS-NRR-85-052 Page 61 i
i for the same or related supplies or services that, in the aggregate, are expected to exceed $100,000, the advance notification required by paragraph (a) above shall include the infonnation 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 explanation the competition obtained.how the proposed subcontractor was selected, including of why and (iv) The proposed subcontract price and the Contractor's cost or price analysis.
(v) The subcontractor's current, complete, and accurate cost or pricing data and Certificate of Current Cost or Pricing Data, if required by other contract provisions.
(vi) The subtentractor's Disclosure Statement or Certificate relating to Cost Accounting Standards when such data are required by other provisions of this contract.
(vii) A negotiation memorandum reflecting--
(A) The principal elements of the subcontract price negotiations; (B) The most significant considerations controlling 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 did not rely on the subcontractor's cost or pricing data in detennining the price objective and in negotiating the final price; (E) The extent to which it was recognized in the negotiation that the subcontractor's cost or pricing data were not accurate, complete, or current; the action taken by the Contractor and the subcontractor; and the effect of any such defective data on the total price negotiated; (F) The reasons for any significant difference 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 perfonnance element, management decisions used to quantify each incentive element, reasons for the incentives, and a sunnary of all possibilities considered. trade-off (c) The Contractor shall obtain the Contracting Officer'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 ma enter into the subcontracts described in subparagraphs (a)(1) and (a)(2) yabove without the consent of the Contracting Officer, unless this contract is for the acquisition of major systems, subsystems, or their components.
(e) Even if the Contracto r's purchasing system has been approved, 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
i
. . l RS-NRR-85-052 Page 62 acceptability of any subcontract tems or conditions, (2) of the allowability of any cost under responsibility this contract, for perfoming or (3) to relieve the Contractor of any this contract.
(g) No subcontract placedbasis, cost-plus-a-percentage-of-cost under this contract shall provide for payment on a and any fee payable under cost-reimbursement subsection 16.301-4 type subcontracts shall not exceed the fee limitations in of the Federal Acquisition Regulation (FAR).
(h) The Contractor shall give the Contracting Officer immediate written notice the Contractorof any action by anyor suit filed and subcontractor or prompt notice of any claim made against vendor that, in the opinion of the Contractor, may result in litigation respect to which the Contractor may be entitled related in any way to this contract, with Government. to reimbursement from the (i) (1) The Contractor shall insert in each price redetermination or incentive price revision subcontract under this contract the substance of the paragraph 5, Price " Quarterly limitation on payments statement" of the clause at 52.216-Redetermination--Prospective, 52.216-6, Price Retroactive, 52.216-16, Incentive Price Revision--Firm Ta Redetermination-- rget, or 52.216-17 Incentive Price Revision-- Successive Targets , as appropriate , modified in accordance with the paragraph entitled " Subcontracts" of that clause.
(2) Additionally, the Contractor shall reimbursement subcontract under this include in each cost-contract a requirement that the subcontractor insert the substance of the appropriate modified subparagraph 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 in confamity with the standards for customary progress payments stated in FAR 32.502-1 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 handicap or adverse factor in the award of subcontracts.
system (k) as ThesetGovernment forth in FAR Subpart reserves44.3.the right to review the Contractor's purchasin l (End of clause)
(R7-203.8(a)and(b 1982 DEC)
(R 7-402.8(a) and (b 1982OEC)
!. R 7-605.23
! R 7-702.33
! R 7-703.25 R 7-1703.5 R 7-1909.7 R1-7.202-8) i (R 1-7.402-8(a) and (c )
l R 7-702.33 1977 APR R 7-703.25 1977 APR 52.244-5 COMPETITION IN SU8 CONTRACTING. (APR1984) .
The Contrac tor shall select subcontractors (including suppliers) on a competitive and requirements basisof tothetheContract.
maximum practical extent consistent with the objectives (End of clause)
(V 7-104.40 1962 APR)
RS-f4RR-85-052 1
Page 63 1
57.245-5 GOVf RNMFNT PRCPLRTY (C0SI-REIMBURSI MI NT, TIME JSD ".ATLRI AL, OR .
LABOR-HOUR CON 1RACIS). (APR 1984)
(a) G (1) The term " rContractor's managerial p e r s o n neasf,_ov_e use F inr pa nmeragnraph t - f u rn g)i of s hthis edaroge clause, ty~(.
means any of the Contractor's directors, officers, managers, superintendents, or equivalent 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 operation at any one plant, or separate location at which the contract is being performed; or (iii) A separate and complete major industrial operation connected with performing this contract.
(2) The Government shall deliver to the Contractor, for use in connection with and under the terms of this contract, the Government-furnished property described in the Schedule or specifications, together with such related data and information as the Ccntractor may request and as may be reascnably required for the intended use of the property (hereinafter re ferred to as
" Government-furnished property").
(3) The delivery or performance dates for this contract are based upon the expectation that Government-furnished property suitable for use will be delivered to the Contractor at the times stated in the Schedule or, if not so stated, in sufficient time to enable the Contractor to meet the contract's delivery or performance da tes.
(4) If Government-furnished property is received by the Contractor in a condition not suitable for the intended use, the Contractor shall, upon receipt, notify the Contracting Of ficer, detailing the facts, and, as directed by the Contracting Officer and at Government expense, either effect repairs or modification or return or otherwise dispose of the property. After completing the directed action and upon written request of the Contractor, the Contracting Of ficer shall make an equitable adjustment as provided in paragraph (h) of this clause.
(5) If Government-furnished property is not delivered to the Contractor by the required time or times, the Contracting Officer shall, upon the Contractor's timely written request, make a determination of the delay, if any, caused the Contractor and shall make an equitable adjustment in accordance with paragraph (h) of this clause.
(b) Chances in Government-furnished frocerty. (1) The Contracting Of ficer may, by written notiie'3 cecrease the LEFrTr7ent-furnished property pros ided or to be provided under this centract or (ii) substitute other Goverr, ment-furnished property for the property to be pro.ided by the Government or to be acquired by the Contractor for the Gas e rmen t under this c o n t ra c t . The Contractor shall promptly take such action as the Contracting Of ficer may d' rect regarding the removal, shipment, or disposal of the property cov ered by this notice.
(2) Upon the Contractor's written request, the Contracting Of ficer shall make an equitable adjustment to the contract in accordance with paragraph (h) of this clause, if the Government has agreed in the Schedule to make such prcperty avai4ble for performing this contract and there is any--
e
. - - - . - - - . - . . .w - - . -
, RS-NRR-85-052 page 64 (i) Dec rc.ne cr substitution in this peopm ty pursuant to subparagraph (b)(1) above; or .
- , (ii) Withdrawal of authority to use property, if pr ovided under any other contract or lease.
(c) ~ Title. (1) The Government shall retain title to all Government-furnished p'rTperty.
(2) Title to all property purchased by the Contractor for which the Cont rac tor is entitled to be reimbursed as a direct item of cost under this contract shall pass to and vest in the Government upon the vendor's delivery of such property.
(3) Title to all other property, the cost of which is reimbursable to
. the Contractor, shall pass to and vest in the Governr..ent upon--
l (i) Issuance of the property for use in contract performance;
- (ii) Comnencement of processing of the property or use in contract performance; or (iii) Reimbursement of the cost of the property by the Government, whichever occurs first.
(4) All Government-furnished property and all property acquired by the Cont rac tor, title to which vests in the Government under this paragraph (collectively referred to as " Government property"), a re subject to the provisions of this clause. Title to Government property shall not be af fected by its incorpora tion into or attachment to any property not owned by the Government, nor shall Government property become a fixture or lose its identity as personal property by being attached to any real property. ~
(d) Use of Government p_roperty. The Government property shall be used only for performiiig this contract, unless otherwise provided in this contract or approved by the Contracting Officer.
(e) Property administration. (1) The Contractor shall be responsible and accountable for aT1 Government property provided under this contract and shall comply with Federal Acquisition Regulation (FAR) Subpart 45.5, as in effect on the date of this contract, and which is hereby incorporated into this contract by reference.
(2) The Contractor shall establish and maintain a program for the use, maintenance, repair, protection, and preservation of Government property in accordance with sound business practice and the applicable provisions of FAR Subpart 45.5.
(3) If damage occurs to Government property, the risk of which has been assumed by the Government under this contract, the Government shall replace the items or the Contractor shall make such repairs as the Government directs.
However, if the Contractor cannot af fect such repairs within the time required, the Contractor shall dispose of the property as directed by the Contracting Officer. When any property for which the Governroent is responsible is replaced or repaired, the Cont rac tin shall make an equitable a dj u s tr..en t in accordance with paragraph (h)g Of ficer of this clause.
(f) Access. The Government and all its designees shall have access at all reasonablTTiiies to the premises in which any Government property is located for the purpose of inspecting the Government property.
(g) 1.fmited risk of loss. (1) The Contractor shall not be liable for loss ,
or des trWticTWor diin5e to, the Government property provided under this
~
contract or for erpenses incidental to such loss, destruction, or damage, except ,
as provided in subparagraphs (2) and (3) below. ;
(2) The Contractor shall be respcnsible for loss or destruction of, or damage to, the Government property provided under this cont rac t (including expenses incidental to such los',, destruction, or dange)--
_ _ _ _ _ _ _ _ _. c ----rr
- __.m.__ _ _ . _ _ . __
5.
RS-NRR-85-052 Page 65 (i) Rat results from a risk expressly required to be insured -
' under this contr.ict , but only to the extent of the insurance required to be purch,ised and maintained or to the extent of insurance actually purchased and maintained, whichever is greater; (ii) That results from a risk that is in fact covered by insurance or for which the Contractor is otherwise reimbursed, but only to the extent of such insurance or reimbursement; (iii) For which the Contractor is otherwise responsible under the express terms of this contract; (iv) That results from willful misconduct or lack of good faith on the part of the Contractor's managerial personnel; or
' (v) That results from a failure on the part of the Contractor, due to willful misconduct or lack of good faith on the part of the Contractor's i managerial personnel, to establish and administer a program or system for the control, use, protection, preservation, maintenance, and repair of Government proper ty as required by paragraph (e) of this clause.
(3) (i) If the Contractor fails to act as provided by subdivision
> j (g)(2)(v) above, af ter being notified (by certified mail addressed to one of the :
Contractor's managerial personnel) of the Governn,ent's disapproval, withdrawal of approval, or nonacceptance of the system or program, it shall be conclusively presumed that such failure was due to willful misconduct or lack of good faith on the part of the Contractor's managerial personnel. 3 (ii) In such event, any loss or destruction of, or damage to, the Government pecperty shall be presumed to have resulted from such failure unless the Contractor can establish by clear and convincing evidcnce that such loss, destruction,ordamageh)
Did not result from the Contractor's failure to maintain an approved program or system; or maintained by the Contractor.
(B) Occurred while an approved program or system was (4) If the Contractor transfers Government property to the possession and cnntrol of a subcontractor, the transfer shall not affect the liability of }
the Contractor for loss or destruction of, or damage to, the property as set forth above. However, the Contractor shall require the subcontractor to assume the risk of, and be responsible for, any loss or destruction of, or damage to, the property while in the subcontractor's possession or control, except to the extent tnat the subcontract, with the advance approval of the Contracting Officer, relieves the subcontractor from such liability. In the absence of such '
approval, the subcontract shall contain appropriate provisions requirin9 the return of all Governrrent property in as good condition as when received, except for rrecnable wear and tear or for its use in accordance with the provisions of the prime contract.
(5) Upon loss or destruction of, or damage to, Governnent property provided under this contract, the Contractor shall so notify the Contracting Of ficer and shall communicate with the loss and salvage organization, if any, designated by the Contracting Officer. With the assistance of any tuch organitation, the Contractor shall take all reasonable iction to protect the ,
Government property from further damage, separate the damaged and undamaged -
Gove rnren t property, put all the affected Goveri, rent property in the best possible order, and furnish to the Contracting Of ficer a statu.ent of - '
(t) The lost, destroyed, or damaged Covernunt property; (ii) The time and origin of the loss, destruction, or dange; l (iii) All kncwn interests in ecs.uinglod prnperty of which the Mvernr-ent pr oporty is a part; and ,
, RS-NRR-85-052 Page 66 l
(iv) The insurance, if any, cosering any part of or interest in such ccusaingled property.
(6) The Contractor shall repair, renovate, and take f uch other action with respect to damaged Government property as the Contracting Officer directs, if the Government property is destroyed or damaged beyond practical repair, or is damaged and so conningled or combined with property of others (including the Contractor's) that separation is impractical, the Contractor may, with the approval of and subject to any conditions imposed by the Contracting Of ficer, sell such property for the account of the Government. Such sales nay be made in i order to minimize the loss to the Government, to permit the resumption of business, or to accon,plish a similar purpose. The Contractor shall be entitled to an equitable adjustment in the contract price for the expenditures made in the obligations under this subparagraph (g)(6) in accordance with performing pa ragraph (h) of this clause. However, the Government may directly reimburse the loss and salvage organization for any of their charges. The Contracting Officer shall give due regard to the Contractor's liability under this paragraph (g) when traking any such equitable adjustment.
I
, (7) The Contractor shall not be reimbursed for, and shall not include as an item of overhead, the cost of insurance or of any reserve covering risk of loss or destruction of, or damage to, Government property, except to the extent that the Government may have expressly required the Contractor to carry such insurance under another provision of this contract.
(8) In the event the Contractor is reimbursed or otherv.ise ccrpensated for any loss or destruction of, or damage to, Government property, the Contractor shall use the proceeds to repair, renovate, or replace the lost, destroyed, or damaged Government property or shall otherwise credit the proceeds to, or equitably re f rabu rse , the Government, as directed by the Contracting '
Officer.
(9) The Contractor s ha, .1 do nothing to prejudice the Government's rights to recover against third parties for any loss or destruction of, or damage to, Government property. Upon the request of the Contracting Of ficer, i the Contractor shall, at the Government's expense, furnish to the Governraent all rusonable assis*ance and cooperation (including the prosecution cf suit and the execution of instruments of assignment in favor of the Governrent) in obtaining r &:c v e ry , in addition, where a subcontractor has not been :elieved from liability for any loss or deetruction of, or danage to, Governant property, the '
Contractor shall enforce for the benefit of the Government the liability of the subcontractor for such loss, destruction, or damage.
(h) Equitable adjustment. -
When this clause specifies an equitable adjustment, it snaTF be made to any affected contract provision in accordance with the procedures of the Changes clause. 'ihen appropriate, the Cantracting Of ficer may initiate an equitable adju',tment in favor of the Government. The right to an equitable adjustment shall be the Contractor's aclusive remedy.
The Government shall not be liable to suit for breach of contract for--
(1) Any delay in delivery of Government-furnished prcperty; (2) Colivery of Government-furnished property in a condition not suitable for its intended use; (3) A decrease in or substitution of Government-furnish"d property; or (4) failure to repair or replace Government property for which the .
Government is retpensible.
(i) final a r c00n t int) and dispnsition of Covnenmont preperty. "pon complet inf thlT dianiMt', or at such7El fiiF ^ ist Js75'iay" bri fixed by the Contracting Of f kor, the Contractor thall subnit, in a form acco;dable to the l Contracting Officer, inventury ,chedules ccvering ill items of L.n ntent t
l
. - . . .a .. . . a._ w._ : . . -- L. ..
RS-NRR-85-052 Page 67 i
i Il property not consumed Government.
in perfonning this contract or delivered to the The Contractor shall prepare for shipment, deliver f.o.b. origin, or dispose of the Government property as may be directed or authorized by the Contracting Officer. The net proceeds of any such disposal shall be credited to the cost o.f the work covered by this contract or paid to the Government as directed by the Contracting Of ficer. The foregoing provisions shall apply to scrap from Government property; provided, however, that the Contracting Of ficer may authorize or direct the Contractor to omit from such inventory schedules any scrap consisting of faulty castings or forgings or of cutting and processing waste, such as chips, cuttings, borings, turnings, short ends, circles, trimmings, clippings, and remnants, and to dispose of such scrap in accordance with the Contractor's normal practice and account for it as a part of general overhead or other reimbursable costs in accordance with the Contractor's established accounting procedures.
(j) ~ Abandonment and restoration of Contractor premises. Unless otherwise provided herein, the Government--
(1) May abandon any Government property in place, at which time all obligations of the Government regarding such abandoned property shall cease; and (2) Has no obligation to restore or rehabilitate the Contractor's premises under any circumstances (e.g., abandonment, disposition upon coapletion of need, or contract completion). Hcwever, if the Government- furnished property (listed in the Schedule or specifications) is withdrawn or is unsuitable for the intended use, or if other Government property is substituted, then the eouitable adjustment under paragraph (h) of this clause may properly include restoration or rehabilitation costs.
(k) Communications. All ccmmunications under this clause shall be in writing.
(1) Overseas contracts. If this contract is to be performed outside the United States of America, its territories, or possessions, the words
" Government" and " Government-f urnished" (wherever they appear in this clause) '
shall be construed as " United States Governrent" and " United States Goverr, ment-i furnished," respectively.
(End of clause)
(R 7-203.21 1970 SEP) l (R 7 402.25, except clause paragraph (c) 1972 SEP) l
- (R 7-901.5 1970 SEP) i (Rl-7.203-21(a))
(R l-7.402-25(a))
(R 1-7.402-25(b), except clause paragraph (c))
I l
i f
1 L
1
RS-NRR-85-052 i Page 68 i
52.246-25 LIMITATION OF LIABILITY--SERVICES. (APR 1984)
(a) Except as provided in paragraphs (b) and (c) below, and except to the extent that the Contractor is expressly responsible under this contract for deficiencies materials in the services furnished in conjunction required to be performed under it*(including any not be liable for loss of or damage with those services), the Contractor shall to property of the Government that (1) occurs af ter Government acceptance of services performed under this contract and (2) results from any defects or deficiencies in the services performed or materials furnished.
when (b) The limitation of liability under paragraph (a) above shall not apply
, a defect or deficiency in, or the Government's acceptance of, services performed or materials furnished results from 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 Contractor's directors, officers, and any of in this clause, means the the Contractor's managers, i
suoerintendents, of-- or equivalent representatives who have supervision or direction i l
(1) All or substantially all of the Contractor's business; plant, laboAllraortosubstantially (2) ry , or all of the Contractor's operations at any cne separate location at which the contract is being performed; or the performance (3) A separate of this and complete major industrial operation connected with contract.
(c) If the Contractor carries insurance, or has established a reserve for 6 self-insurance, covering liability for loss or damage suffered by the Government through under this the Contractor's contract, the Contractor performance of services or furnishing of materials extent of such insurance or reserve,shall be liable to the Government, to the for loss of or damage to property of the
. Government occurring after Government acceptance of, and resulting from any -
defects this contract. and deficiencies in, services performed or materials furnished under (d) The Contractor shall include this clause, including this paragraph (d),
supplemented parties, as necessary in all subcontracts over to reflect the relationship of the contracting
$25,000.
(End of clause)
(R 7-1912 1974 APR)
-l 52.247-63 PREFERENCE FOR U.S. FLAG AIR CARRIERS. (APR198t)
(a) " International air transporta tion ," 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, States. the Connonwealth of Puerto Rico, and possessions of the United "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. 1.171).
(b) Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 1517) (Fly America Act) rmpires that all federal agencies Carriers for U.S.and Goverrnnt contractors and subcontractors use U.S.. flag air Gm ernmen ta financed international air transDortation of personnel (and their personal effects) or property, to the stent that service t
i
t
. . RS-NRR-85-052 :
n .
Page 69 !
6 i
!j !
by those carriers is available.
United States, in the absence of It requires the Compt.oller General of the sa ti sfactory proof of the necessity for I
- ! foreign-flag air transporta tion , to disallow expenditures from funds, 4
appropriated or otherwise established for the account of the United States, for i{ international air transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services.
I (c) The Contractor agrees, in perfoming work under this contract, to use U.S.-flag air carriers for international air transportation of personnel (and I
,j their personal effects) or property to the extent that service by those carriers ts available.
(d) In the event that the Contractor selects a carrier other than a U.S.-
ji flag air carrier for international air transportation, the Contractor shall
!; include a certification on vouchers involving such transportation essentially as follows: ;
t i !' CERTIFICAT!0N OF UNAVAILABILITY OF U.S.-FLAG AIR CARRIERS '
I hereby certify that international air transportation of persons (and their l
personal effects) or property by U.S.-flag air corrier was not available or it l' 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 j this paragraph (c), in each subcontract or purchase under this contract that may ~,
involve international air transportation.
i .;
(End of clause) l l (R7-104.951979NOV)
(R1-1.323-2) i 52.249-6 TERMINATION (C0ST-REIMBURSEMENT). (APR1984) l:! ' (a) The Government may terminate performance of work under this contract in '
l whole or, from time to time, in part, if-- .
{I (1) The Contracting Officer determines that a termination is in the Government's interest; or .
ji 1
(2) The Contractor defaults in perfoming this contract and falls to l
cure the default within 10 days (unless extended by the Contracting Officer)
J af ter receiving a notice specifying the default. " Default" includes failure to l
] make progress in the work so as to endanger perfomance. l
]
j (b) The Contracting Officer shall teminate by delivering to the Contractor i l
a Notice of Temination specifying Whether temination is for default of the j Contractor or for convenience of the Government, the extent of termination, and !
the effective date. If, after temination for default, it is determined that !
the Contractor was not in default or that the Contractor's failure to perfom or I to make progress in perfomance is due to causes beyond the control and without l' the fault or negligence of the Contractor as set forth in the Excusable Octays !
j clause, the rights and obligations of the parties will be the same as if the ,
termination was for the convenience of the Government. }
}
4 (c) Af ter roccipt of a hotice of Termination, and except as directed by the !
Contracting Of ficer, the Contractor shall it:riediately proceed with the follo.ving I obligatinrs, regardless of any delay in detemining or adjusting any amounts due 4 under this clause:
(1) Stop work as specified in the notice. /!
(2) Place no further subcontracts or orders (referred to as !
subcontracts in this clause), except as necessary to complete the continued portion of the contract, l i
i !
i !
I, I
- m. ._
4 RS-NRR-85-052 14 Page 70 t
' teminated. (3) Terminate all subcontracts to the theyextent relate to the work
' all right, (4) Assign to the Government, as directed by the Contracti ng Of ficer, teminated, title, and interest of the Contractor under the subcontract pay any termination settlement proposal ons. arising out o o Contracting (5)Officer, With approval settle all or ratification to the extent required by outstanding 'iab111 ties and termination 4
which would be reimbursable in whole orcost
, the inofpart, u ract; approval or ratification will be final for purposes of this clause 1 Contracting (6) Transfer title (if Officer, deliver not already transferred) and .
, to the Government (i)
, as directed by the ,_
the fabricated or -
unfabricated parts, work in p material produced or acquired for the work terminated rocess , completed work, sup -
and other partially completed plans, drawings,. information, the completed or and nthe the contract had been completed, would be required to be fu Government, and erty that, if tooling acquired or manufactured (iii) the jigs, dies, fixtures, and othe for this contract, the cost of which the Contractor has been or will be reimbursed under this contr (7) 8 Ccmplete performance of the work nnt terminated .
i' Of ficer Take ma(y) anydirect,action that for may the be recessary,and protection or that nperty related the Co preserv l Government has or may acquire an interest.to n this contract th n which the i
Contracting Officer, any(9) Use its best efforts to sell, as directed o authorized by the above; provided, however, that property of the types referred to in subparagraph credit to any purchaser ~and 11 the Contractor (i) is not required to extend (6){i I.
! prescribed by, and at prices a(ppr)oved bymay acquire the property under!i the Contracting Officer i
of any transfer or disposition will be ap, plied to reduce any payme.
The proceeds '
by the Government under this contract, credited to the toprice nts be made or j work, or paid in any other manner directed by the Contracting cost of theOffic (d) After expiration of the plant clearance period er.
i as defined i l i
45.6 of the Federal Acquisition Regulation, the Contractor nmSubpart Contracting Of ficerdisa list, certified as to quantityay,and submit to the quality j inventory not previously of termination i by the Contracting Officer. posed of, excluding Items authorued for disposition those items Government will or enter accept into and the items an agreement for their .
storageThe Within 15 days, the Contr '
agreement.
items, or ifThe Contracting Of ficer may remove them or enter into a s torage verify the ;
i stored, within 4 itst upon removal of the i i correct the list, as necessary,5 days from submission of the list, and shall 1 before final settletent. !
(e) After settlement proposal termination, the Contractor shall sobr,t t a final termin !
certificatien prescribed to the Contracting by the Contracting Officer in the form and with the Of ficer.
j of submit the proposal promptly, but The Con t ractor shall by no later than 1 year f erom the e tomination, unless extended in writing i written Contracttng requestOfficer ofdetermines the Contractor within this 1 year reriodthe Contracting Of ficer that However, if the the facts justify it, c a termination i
i settlement If the Contractor propnsal may be received and acted fails to submit on af ter 1 year nr !
l fontracting Of ficer may determine, on the tasis nfthe preposal within the thetime allcwed, I
reunt, mount if any, detemined. due the Contractor becauw of the ter41 nation e and sha f
l
- RS-NRR-85-052 i Page 71 (f) Subject to paragraph (e) above, the Contractor and the Contracting Of ficer 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 Of ficer fail to agree in whole or in part on the amount of costs and/or fee to be paid because of the termination of work, the Contracting Officer shall determine, on the basis of information available, the amount, if any, due 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 ef fec tive date of the termination, and part of those costs that may continU for a reasonable time
+
with the approval of or as directed by the Contracting Officer; however, 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 teminated portion of the contract if not included in subparagraph (1) above.
(3) The reasonable costs of settlement of the work terminated, including--
(1) Accounting, legal, clerical, and other expenses reasonably necessary data; for the preparation of termination settlement propesals and supporting
, amounts of such (ii)settlements);
The termination and and settlement of subcontracts (excluding the iii S tora ge , transportation, and other costs incurred, reasonably nec(essa)ry for the preservation, protection, or disposit temination inventory. If the temination 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 under the contract, determined as follows:
(1) If the contract is terminated for the convenience of the Government, 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 subcontrac tors ' termination proposals , 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 Governtwnt 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 princip'es and procedures in Part 31 of the Federal Acquisition Regulation, in ef fect on the date of this contract, shall govern all costs claimed, agreed to, or detemined under this clause.
(1) The Contrac tor 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 (e) and failed to request a time extension, there is no right of appeal, If the .
Contracting Of ricer has made a dotemination of the mount due under paragraph (e), (g) or (k), the 00vernrnnt shall pay the Cnntractor (1) the 4*nunt
- temine.d by the Contracting Of ficer if thnre is no right of app"tl or if no tlw1y apocal has been ta6en, or (2) the munt f trally detcune o un an apucal.
Q) in arriving at the amount due the Contractor under this clause, there i
shalI be daducted--
,i RS-NRR-85-052 Page 72 (1) All unliquidated advance or other payments to the Contractor, under the terminated portion of this contract; ~
this contract;(2) Any andclaim which the Government has against the Contractor under-(3) The agreed price for. or the proceeds of sale of materiale, 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 Of ficer must agree to any equitable adjustment in fee for the continued portion of the contract when there is a partial termination.
reflect the agreement. The Contracting Officer shall amend the contract to (1) (1) The Government may, under the tems and conditions it prescribes, make partial payments and payments against costs incurred by the Contractor for the terminated portion of the contract, if the Contracting Officer believes the total be of these payments will not exceed the amount to which the Contractor will entitled.
(2) If the total payments exceed the amount finally determined to be due, the Contractor shall repay the excess to the Government upon demand, 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 date from the the excess date the excess paym)e(nt is received by the Contrac is repaid.
' 'due to a reduction in the Contractor's termination settlement propo of retention or other disposition of termination inventory until 10 days after the date of the retention are 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 claus'e)
(R l-8.702)
(R 7-203.10 1973 ApR) 52.249-14 EXCUSABLE DELAYS. (ApR1984) not be(a) Except for defaults of subcontractors at any tier, the Contractor shall .
in default because of any failure to perfom this contract under its terms if or negligencethe fatofture thearises f rom causes beyond the control and without the fault 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 i cont rac tua l capacity, (3) fires, (4) floods, (5) coidemics, (6) quarantine rostrictions, weather. (7) strikes, (8) freight embargoes , and (9) unusually sesure In each and without the fault instance, the failure to perform must be beyond the control or negligence of the Contractor. "De f au l t" includes '
failure to make progress in the work so as to endanger perforr~ance.
l (b) If the failure to perfom 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 nethe11 control of both the Contractor and subcontractor, and without the fault or 9 ence of either, un ess - the Contractor shall not be deemed to be in default, (1) The tut' contracted supplies or Survices were nbtainable from other ,
'5urens; (2) The Centractir) Officer ordered the Contractor in writing to :
purchasi* these suppliet, or services from the other source; and I
l l
=. . - . . . . - _ . - - - _ . . _ . . . . -
I RS-flRR-85-052 Page 73 (3) The Contractor failed to comply reasonably with this order.
(c) Upon request of the Contractor, the Contracting Officer shall ascertain the facts and extent of the failure. If the Contracting Officer determines that -
any failure to perform results from one or more of the causes above, the delivery schedule shall be revised, subject to the rights of the Government under the termination clause of this contract.
(End of clause)
(R 7-203.11 1969 AUG) ,_
(R1-8.708)
(R 7-605.39)
(R 1-7.403-5)
(R7-702.7)
(R 7-703.7)
(R1-7.202-11)
(R 1-8.700-2(c))
REMAlfl0ER OF THIS PAGE IflTErlTI0flALLY LEFT BLAflK i
j RS-NRR-85-052 Page 74
. PART 111 - LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHf4ENTS Section J - List of Attashments Attachment Number Title 1 NRC Organization Chart 2
NRC Contractor Organizational Confifcts of Interest (41 CFR Part 20) 3 NRC Manual Chapter 3202 4
Standard Form 1411 with Instructions .
5 Billing Instructions I
e 4
0 m
e