ML20136J318
| ML20136J318 | |
| Person / Time | |
|---|---|
| Issue date: | 07/26/1985 |
| From: | Babe K, Thompson R NRC OFFICE OF ADMINISTRATION (ADM), PENNSYLVANIA STATE UNIV., UNIVERSITY PARK, PA |
| To: | |
| Shared Package | |
| ML20136J314 | List: |
| References | |
| CON-FIN-D-1609, CON-NRC-04-85-113, CON-NRC-04-85-113-0, CON-NRC-4-85-113 NUDOCS 8508200681 | |
| Download: ML20136J318 (14) | |
Text
- N t wW it 0 6 M t.ATIONAL DU NE ,
AW AR D/CONTR AC T UNutn utsA RFG 2 AND/OR D'AS HEG 1 ] l 14 he.,i~rer,,,,.,,d.n,,~o. tu m.ovtoare t u misii roN,,u cnau -t outu rm a No.
i;RC-04-85-113-04 4/1/85 RES-85-113 s im O av '^""'"'"'"'""#'""""'**'"''
CODE l- _ _ . _ cOOe I ___ . _ _ ._
U. S. Muclear Regulatory Cournission Division of Contracts
aShington, DC 20555
- 1. N AMt! AND ADON E 55 OP c uni M Acio R (No , s treet Cf f y, eokn fy, Sta te and 4 AP Code) a oELivtHV .,
The Pennsylvania State University 5 01d Main Building OFOaORiclN (2] OTHER f 5ee 6clowl 3=orccouN r i o n aaoo en'Av uo.r University Parks PA 16802 NET IO SUBMIT INVOICES 44 aopies unless others l' T E nd wise specified) TO THE I 12 CODE F ACILtTY CODE ADD RE SS SHO'.'/N IN [
- 11. br.I* T o/M A N s4 F o M i 12. PAvMtN T WsLL et Maot av g U. S. Nuclear Regulatory ET$iSSion U. S. Nuclear Regulatory CommT33lon Attn: Dr. Andrew Murphy Division of Accounting and Finance OMgggfnNuQeafogggulatoryResearch Attn: Gov /Com Accounts, Washington, DC 20555 g
- 13. THIS 1
- AC COUN I 8 NG AN O """"O" R '
- i 'ON D A T A l A. ADVERTISED ACQUISITION e. Necori A T EO feuR5uAN T 10. B&R No. 60-19-50 $110:000.00 is covered
- h'#^'f,*,
, , O 'o usc 23o*'." >" 4' usc 252k" l o> FIN No. D1609 by this appropriation 15A.1 TEM NO. ISB SUPPLIES / SERVICES 15C. QU AN TI T9 150 UNIT ISE UNIT PRICE -
'15F. AMOUNT
" Northeastern Seismic Research Progra:n - Task 4" 1sG. TOTAL AMOUN T OF CONTR ACT > S301.8_13.00
~~ ~
- 16. TABLE OF CONTENTS
[V) ISEC. l OESCRIPTION lP AG E ts) VI[SEC.l OESCRiPTION ~ lPAGELS)
PART t - T HE SCHE DULE PAMi ti - CONT R ACT CL AUSES A SOLICITATIONiCONTR ACT FORM l 8 l CONTR ACT CLAUSES l .
O SUPPLIES OR SERVICES AND PRICES / COSTS Pani nt - List oP cocuMEN rs. E mMenir s ANO oteet a ATT AcN.
C DESCRIPTION / SPECS /WORs( STATEMENT IJ l LIST OE ATTACHMENTS l 0 PACK AGING AND MARKING PAsti ev - R EP A E SE NT A tlONS AND tP45Y RUCTIONS E 6NSPECTION AND ACCEPTANCE K REPRESENTATlONS. CE RTIFICATlONS ANO F DELIVERIES OR PE RFORMANCE OTHER ST ATEMENTS OF OFFERORS G CONTR ACT ADMINISTR ATION DATA L INSTRS , CONOS , AND NOTICES TO OFFE R /
H SPFCIAL CONTR AC T REOUIREMENTS M EVALUATION F ACTORS FOR AWARD CONTRACTING OfflCER Will COMPL ETE ITEM 110R 18 AS APPlICABL E
- 37. CON T RACTOM'S NEGOfl ATED G R E E M E N T (Con tree foe is 're- 18. AW AMO (Centreefor ta not reov# red to ange #4.s doewment ; vous
~tred n asgn this stoeuenent end return eepies to lessing office i otter on Sentltation Feue nber _
m; trac sattuding the additions ce enantes enade ey ynw wnicn add.Isons or cnee.ses toeta (,t r estees to fuennn and denver en 6 tem s or perf orm aH Ine services setotmeewne are sdentified set forth ensoobe sad on +s tui8 aoove. anymereDy contlnwation sneets accepted forone as to tne seems tested above sad a nsi:er: tion stated herein. the eignes and abusations of one parties to tais on any continuation sneets. This award consummaios one contract anwn con.
c;ntract on e no suesect to and governed De the tonoaing documentst tal tnis sists of the tonowing documents tap tae no.een,nent e soeicitar on and your c aat/c: .teact, to) ano soigitation, of any, and (c) sucn peo.esions. eeseesente- of fer. and (e) in's easedicontract. nu twriner contractual document n neces-t i ..s. t etilg
~
sp sar y,
- x,eno nee.ations, in. raa.nd.,me,ecif ne oa w.,e ations, as a,re sesses mere n attacmed or encorporated by Ig A. N AME ANo T4 T LE OF S.GNTa vr,Pe o, Prints soA. NAuf or coNinaCr No os e scca K:nneth S. Babe, Assistant Vice President Ronald D. Thompson The P:nnsylvania State University /
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NR3-04-05-113 PDR
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Page 2 TC ':4-85-113a4 Part ! - The Schedule Section C - Description / Specifications / Work Statement The work to be performed under this contract as set forth in the Request for Proposal dated October 26, 1934, and amended flovember 28, 1984, shall be
, performed in accordance with the contractor's technical proposal dated e December 12, 1984, and amended March 1, 1985.
Section C.3 - Option to Increase Period of Performance The following sentence is added to this paragraph:
"The Contractor will be requested to submit a cost proposal for any option period exercised."
Section C.4 - Level of Effort Delete Paragraph C.4 (pages 10 and 11) and insert the following:
"C.4 - A) Level of Effort
'The NRC's estimate of the total of scientifik technical and clerical effort for this project is approximately 3.0 staff yIars. This information is advisory and is not to be considered as the sole basis for the development of your staffing plans."
"C.4 - B) Telemetry _ Costs "All telemetry services for seismic data transmission necessary for the performance of this contract will be provided by NRC."
Section C.6 - Final Report or Publishing in Open Literature The following paragraph is added as follows:
"C.6 - Final Report or Publishing in Open Literature "The principal investigator (s) may publish the results of this work in the open literature instead of submitting a final report and/or present papers at public c associatico meetings at interim stages of the work, if the article ce pgte has caen reviewed by the NRC project manager in drait form and agree-ment has been reached on the content. The applicable procedures set forth in Chapters NRC-3206 or NRC-1102 must be followed. l tha a w incl @ in ty al n nk t.+,
a -
- : . : ' Work 5 ;;vr u by tre U. 3. .*bci:Jr R y i .; . y., a:'istoi.' !ily 1: :3 u ceued necessary to cover NRC c'ajaccians.
If hRC oojactions cannot be covered in this manner, NRC can refuse to authorize publication in the open literature and/or presentation of papers."
Section E - Inspection and Acceptance Delete Parrgraph E.1 - FAR Citations and insert the following:
"E.1 - FAR Citations '
nr,7.?d6 0 incnattinn nf Daeaarch nas nouninn a+ Icha.+ ca r-. ) Inno inon u
Paga 3 Section F.1.2 . Technical Repsrts A. In Para. l.), delete the last sentence and insert the following:
"All subsequent reports, except the final report or publication material, will update this program status report."
- 8. Delete Para. 5, Annual Report and Para. 6, Draft Final and Final Report and insert the following:
"5. Publication Material
" Publication material due: March 31, 1988. All material published in the open literature shall be provided to NRC in a format suitable for publication as a :
NUREG report. All publication material shall be submitted to the Project Officer at least four weeks prior to the contract termination date to allow for NRC review and comment. One copy uf the mat-rf al shall also be submittad to the NRC Contracting Officer. NRC comments shall be weeks after receipt of the draft publication material."provided within two NOTE: Should the option to extend the tem of the contract be exercised at the con- _.
clusion of the third and/or fourth year of the contract, the final report or publication material shall be due at the end of the extended period.
Ob Section F.3 - Duration of Contract Period
- A The I'. period arch of performance under this contra'ct is from April 1,1985 through 31,1988.
Section G - Contract Administration Data Delete Paragraph G.1 Consideration, and insert the following:
"G.1 Consiceration A. Ex.iraated Cost and Obligation '
l.
It is estimated that the total cost to the Government for full performance of this contract will be $301,813.00.
- 2. Total funds currently available for payment and allotted to this contract are $110,000.00. -
Delete Paragraph G.2 Overhead / General and Administrative Rates, and insert the following:
a-.
. ._s: , s- * .-
t u. : :- yrect cc;: 2, as A. The contractor shall be reit.sursed for allowable fringe benefits costs here-under at the following fixed rates for the contractor's FY 85* and FY'86:
- FY 85 - Category 1 - - Category II -
FY 86 - Category I - Category II - " ~
Pending establishment of final fringe benefits rates which shall be negotiated reimbursed based on audit for allowable FY of87actual costs, the fringe oene fits contractor shall be costs hereunder-at the following provisional rates: ' Category I - ' , Category II - .
Centract N;. NRC-04-85-113-04 1 Pag? 4 B. The contractor" shall be reimburscd fer ellowable indirect costs hereunder at the following fixed rates for the contractor's FY 85 and FY 86:
FY 85 - FY 86 -
Pending the establishment of final FY 87 overhead rates which shall be negotia.ted based on audit of actual costs, the contractor shall be reimbursed for allowable indirect costs hereunder at the provisional rate of of modified total direct costs.
tiotwithstanding A and B of this section, said provisional fringe benefits and predetermined indirect cost rates may be adjusted as appropriate during the term of the contract upon the acceptance of such revised rates by the Contracting Of ficer. ,,
- The contractor's fiscal year begins on July 1 and ends on June 30."
Delete Paragraph G.3 Payment of Fixed Fee in its entirety.
Section G.5 Project Officer
~ ~'
B. Insert the following name:
Dr. Andrew Nurphy 4j Earth Sciences Branch 4 4 Division of Health, Siting and Waste t'.ar.ageme'nt '
Office of fluclear Regulatory Research (301) 427-4078 Delete Paragraph G.6 Travel Reinbursement, and insert the following:
"G.6 Travel Reimbursement The contractor will be reimbursed for the following reasonable domestic travel costs incurred directly and specifically in the performance of this contract and accepted by the Contracting Officer: .
- 1. Per diem shall be reimbursed at a daily rate not to exceed S50.00. The per diem amount is comprised of lodging expense plus $23.00 for meals and miscellaneous expense, the total of which shall not exceed the daily rate.
2.. When travel is to one of the high-rate geographical areas listed below, actual subsistance costs shall be reimbursed at a daily rate not to exceed the rates indicated:
Area _ Daily Rate Washington, DC $75.00 -
- 3. The cost of travel by privately owned automobile shall be reimbursed at the rate of .20t per mile.
- 4. The cost of travel by rented automobile shall be reimbursed on a reasonable actual expense basis.
w._ . - - _ - _ _ _ _ - _ - . _ . . - . _ . . _ _ _ _ . . _ . . _ . . _ _ _ _ _ . _ - . . - .
i L@if@ORGN Page 5
- 5. All c'mmon o carrier travel reimbursable hereunder shall be via economy class rates when available. If not available, reimbursement vouchers will be annotated that economy class acco=odations were not available. -
l First-class air travel is not authori:ed.
- 6. Receipts are required to be maintained in the contractor's internal records .for comon carrier transportation, lodging, and miscellaneous items in excess of $15.00."
Section G.7 Payment Due Date In Para. (a)(2), the following phrase is added:
"if it is the expiration invoice."
Section H.1 - Key Personnel ,,
(a) The following individuals are considered to be essential to the successful performance of the work hereunder.
Shelton S. Alexander (b) In para. (d), a period is placed after the word " appropriate" in line eight and the remainder of the paragraph is dele d.
Delete Paragraph H.2 Consultant or Other Comsarab'le Enployment Services of Contractor Employ 5es, in its entirety.
Delete Paragraph H.4 Dissemination of Contract Infon.ation~, in its entirety.
Delete Paragraph H.5 Private Use of Contract Information and Data, in its entirety.
Delete Paragraph H.7 Proprietary Data and Confidential Information, in its entirety.
Part II - Contract ClausesSection I - Contract Clauses, the following clauses are deleted in their entirety.
52.215-22 Price Reduction for Defective Cost or Pricing Data 52.215-23 Price Reduction for Defective Cost _or Pricing Data--Modifications 52.215-24 Subcontractor Cost or Pricing Data 52.215-25 Subcontractor Cost or Pricing Data--Modifications 52.215-30 Facilities-Capital Cost of Money 52.215 Waiver of Facilities' Capital ' Cost of Money 52.216-8 Fixed Fee 52.219-9 Smail: Business and Small Disadvantaged Business Subcontracting Plan 52.220-4 . Labor Surplus Area Subcontracting Program 52.230 . Cost Accounting Standards
~52.230-4 Administration of Cost Accounting Standards
- - Contract No. NRC-04-85-ll3-04 Page 6 52.230-5 Disclosure and Consistency of Cost Accounting Practices 52.232-17 Interest 52.232-18 Availability of Funds 52.242-2 Production Progress Reports 52.245-2 Government Property (Cost-Reimbursement, Time and Material, or Labor Hour Contracts) ,,
52.249-6 Termination (Cost Reimbursement)
Section I - Contract Clauses, the following clauses are added and made a part of this contract.
52.232-20 Limitation of Costs 52.245-5 Government Property (Cost Reimbursement Time and Material, or Labor Hour Contracts) - Alternate I 52.249-5 Termination for Convenience of the Government (Educational and Other Nonprofit Institutions) 52.216-11 Cost Contract - No Fee .
52.216-15 Predetermined Indirect Cost Rates d 52.216-7 Allowable Cost and Payment - in Para. (a), delete "Subpart 31.2" and substitute "Subpart 31.3."
Attachment No. 3 - NRC Manual Chapter 3202 - The version dated 4/29/82 was sub-stituted for the version dated 1/25/78.
Attachment No. 5 - Instructions for Preparing Cost Information for NRC Contracts -
a) Page 2, Item (h)(1) - this item is' rewritten as follows:
"(1) Direct Labor - this consists of salaries and wages paid (or accrued) for direct perfornance of the contract."
b) Page 3, Item (h)(7) - the beginning phrase of the first paragraph is rewritten as follows:
"All costs associated with each trip must be retained by the Contractor in his internal records in the following format:"
Ler,t rac t No ',: C-04-8b- 113 04 l
rage 7 52.232-20 LIMITATION OF COST. (APR 1984)
(a) The parties estimate that perfor r.ance of this ccw3ct, exclusive of any fee, -ill not cost the Gcvern .ent more than (i) tne esti >:ed cost soecifie: in the Scnedule or, (2) if this is a cost-sharing contract, tne Sov+rnrent's snare of the estira ted cost specified in the Scnedale. The Car.tractar agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within the estirated cost, which, if this is a cost-sharing contract, includes both the Governcei.s and the Contractor's share of the cost.
(b) The Contractor shall notify the Contracting Of ficer in writing whenever -
it has reason to believe that--
(1) The costs the contractor expects to incur under this contract in the next 60 days, when added to all costs previously incurred, will exceed 75 percent of the estimated cost specified in the Schedule; or (2) The total cost for the performance of this contract, exclusive of any fee, will be either greater or substantially less than had been previously estimated.
(c) As part of the notification, the Contractor shall provide the Contracting Officer a revised estimate of the total cost of performing this contract.
-(d) 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 (i) the estimated cost specified in the Schedule or, (ii) if this is a cost-sharing contract, the estiga ted cost to the Government specified in the Schedule; and' s (2) The Contractor is not obligated to continue performance under this contract (including actions under the Tennination 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 wi th the formula specified in the Schedule.
(e) No notice, communication, or representation in any form other than that specified in subpa ragraph (d)(2) above, or from any person other than the Contracting Officer, shall affect this contract's estima ted cost to the Gove rnme nt. 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 wer'e i termination.
-'ncurred during the course of the contract or as a result of f' ~
(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 terminated or the estimated cost is not increased, the Government and the Contractor shall negotiate an equitable distribution of all propei-ty produced or purchased
- under the contract, based upon the share of costs incurred by each. *
, (End of clause) -
trage 8 52.245-5 GG'.9:!. PEN T PROPE.:.! ( (COST-RE:ME UT.E E.uE 'C , i:Fi ::C-N 3 3 : 3L, OR t:E - -MOU.R C0tG.:C75 ). (APF. :9F ;--Alte-rt:.s !. (ATR 1574; (a ) G v e -: . . . :- f u rt. i s ht 1 orccerty.
(1), iht ter: " Con:rs::: r's mana ge ria l pers;nne O as usec in peragraon (g) or this cla:se, means any of the Con trac tor's directors, officers, managers, superintendents, or equivalent representatives who have supeivision 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 ca ta and infoma tion as the Contractor may request and as may be reasonably required for the intended use of the property (hereina f ter 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 statec in the Schedule or, if not so stated, in sufficient time to enable the Contractor to meet the con tra ct 's delivery or perfomance dates.
(4) If Government-furnished property is received by the Contractor in a condition not suitaole for the intended use, the Contractor snall, uoan receiot, notify the Contracting Officer, detailing the facgs, and, as airected by the Contracting Officer and at Gove'rnment expense, Seither effect repairs or modification or return or otherwise dispose of the procerty. After completing the directed action and upon written request of the Contractor, the Contracting Officer 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 detemination of the delay, if any, caused the Contractor and shall make an equitable adjustment in accordance with paragraph (h) of this clause.
(b) Changes in Government-furnished prooerty. (1) The Contracting Officer /
may, by written notice, (1) cecrease Ine Government-furnished property provided '*..* ' '
or to be provided under this contract or (ii) substitute other Government-furnished property for the property to be provided by the Government or to be
' acquired by the Contractor for the Government under this contract. The Contractor shall promptly take such action as the Contracting Officer may direct regarding the removal, shipment, or disposal of the property covered by this notice.
(2) Upon the Contractor's written request, the Contracting Officer shall S 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 property available for performing this contract and there is any--
(i) Decrea se or substitution in this p roperty pursuant to subparagraph (b)(1) above; or (ii) Withdrawal of , authority to use property, if provided under any other contract or lease. .
. . ~
..Page 9_
. . l (3) If damage occurs to Government property, the risk of which has been j
. ' amed by the Gpsernment under this contract, the Government shall replace tne 4
items or the Contractor shall make such repairs as the Gos e rnnen t airects. ,,
6 ever, if the Contractor cannot effect such repairs within the time recuired, i
the Contractor shall dispose of the property as directed by the Contracting
- Officer. When any property for which the Government is responsible is replaced , :
i l
or repaired, the Contracting Of ficer shall make an equitable adjustment in
- accordance kith paragraph (h) of this clause.
(f) Access. The Government and all its designees shall have access at all i
i reasonable times to the premises in which any . Government property is located for i the purpose of inspecting the Government property.
(g) Limited risk of loss. (1) The Contractor shall not be liable for loss
- i or destruction of , or damage to, the Government property provided under this
- i contract or for expenses incidental to such loss, destruction, or damage, except
!~ as provided in subparagraphs (2) and (3) below. :
(2) The Contractor shall be responsible for loss or destruction of, or j damage to, the Government property provided under this contract (including expenses incidental to such loss, destruction, or damage) -- f (i) That results from a risk expressly required to be insured under 4
this contract, but only to the extent of the insurance required to be purchased ". l i 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 4 or for which the Contractor is otherwise reimbursed, but only to the extent of ,
such insurance or reimbursement; (iii) For which the Contractor is othepise responsible under the express tenns of this contract; 4 -
(iv) That results from willful misconduct or lack of good faith on the part of the Contractor's managerial personnel; or . .
T (v) That results from a failure on the part of the Contractor, due l to willful misconduct or lack of good f aith on the part of the Contractor's ,
canagerial personnel, to establish and administer a program or system for the ,
I control, use, protection, preservation, maintenance, and repair of Government property as reouired by paragraph (e) of this clause.
i (3) (i) If the Contractor fails to act as provided by subdivision (g)(2)(v) above, after being notified-(by certified mail accressed to one of the ,
1 Contractor's managerial personnel) of the Government's disapproval, withdrawal
! of approval, or nonacceptance of the system or program, it shall be conclusively
? resumed that su'ch failure was due to willful misconduct or lack of good faith on the part of the Contractor's managerial personnel.
- (ii) In such event, any loss or destruction of , or damage to, the li Government property shall be presumed to have resulted from such failure unless the Contractor can establish by clear and convincing evidence that such loss,
' destruction, or damage-- .
(A) Did not result from the Contractor's failure to maintain an approved program or system; or Occurred while an approved program or system was !
l' (B) l maintained by the Contractor, 4 (4) If the Contractor transfers Government property to the possession !
and control 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 mthe 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 that the subcontract, with the advance approval of the Contracting
- Gif.icer, relieves the subcontractor frcm such liability. In the absance of such a;pecval, the subcontract shall contain appropriate provisions recuirinc tne
[aarn cf all Government property 'in as goed condition as whan receiveo, elcept i ror reasonable wear and tear or for its use .in. accordance with the provisions of l the prime contract.
/'
. . Page 10
',t unishec (c) Title.
prc;,e rty.,
(1) The Government shall
- retain title to all G c v e rn,me nt -
(2) All G:aernment-furnished property and all pr perty nouired by the Contractor, title to which vests in the Government ar. der this paragraph (collectively referred to as " Government property"), are subject to the provisions of this clause. Title to Government property shall not be affected by its incorporation 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. ,~
(3) Title to all property purchased by the Contractor for which the Contractor is entitled to be reimbursed as a direct item of cost under this contract and that, under the provisions of this contract is to vest in the Government, shall pass to and vest in the Government upon the vendor's delivery .
of such property. Title to all other property, the cost of which is to be .
reimbursed to the Contractor under this contract and that under the provisions of this contract is to vest in the Government, shall pass to and vest in the Government upon-- . ,
(i) Issuance of the property for use in contract perfomance; (ii) Comancement of processing of the property or its use in contract perfomance; or .
(iii) Reimbursement of the cost of the property by the Government.
whichever occurs first. .
(4) Title to equipment purchased with funds available for research and having an acquisition cost of less than $1,000 shall vest in the Contractor upon acquisition or as soon thereafter as feasible; provjded, that the Contractor obtained the Contracting Officer's approval before eac) acquisition.
Title to equipment purchased with funds available for research and having an acquisition cost of 51,000 or more shall. vest as set forth in the contract, if ,
title to equipment vests in the Contractor under this subparagraph (c')(4), the Contractor agrees that no charge will be made to the Gove rr. ment for any .
oepreciation, amortiza tion, or use under any existing or future Government contract or subcontract thereunder. The Contractor shall furnish the Contracting Officer a list of all equipment to which title is vested in the Contractor under this subparagraph (c)(4) within 10 days following the end of the calendar quarter during which it was received. ,
(5) Vesting title under this paragraph (c) is subject to civil rights legislation, 42 U.S.C. 2000d. Before title is vested and by signing this contract, the Contractor accepts and agrees that--
"No person in the United States shall, on the ground of ra'c e , color, or national origin, be excluded from participation in, be cenied the benefits of, or be otherwise subjected to discrimination under this contemplated financial assistance (title to equipment)."
(d) Use of Government prooerty. The Government property shall be used only '
for perfoming this contract, unless otherwise provided in this contract or approved by the Contracting Officer. f (e) procerty administration. (1) The Contractor shall be responsible and j
accountable for all 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 a5.5.
?
Page 11 (5) Upon loss or destruction of, or damage to, Government prc;:e r ty pr vided under this contract, the Contractor shall so notify the Contracting
- Of ficer and shall cc cu'nicate with the loss and salvage organization, if any, cesignated by the Contracting Officer. With the assistance of any such crganization, the Cor.t ra c t o r shall take all reasonable action to prctect the \
Government property from further damage, separate the daraged and undamaged j Government property, put all the affected Government property in the best possible order, and furnish to the Contracting Of ficer a statement of--
(i) The lost, destroyed, or damaged Government property; (ii) The time and origin of the loss, destruction, or damage; (iii) All known interests in comingled property of which the ,_
Government property is a part; and (iv) The insurance, if any, covering any part of or interest in such comingled property.
(6) The Contractor shall. repair, renovate, and take such 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 comingled or combined with property of others (including the Contractor's) that separation is impra ctical , the Contractor may, with the approval of and subject to any conditions imposed bySuch the Contracting Officer, sales may be made in sell such property for the account of the Government.
order to minimize the loss to the Government, to pemit the resumption of business, or to accomplish a similar purpose. The Contractor shall be entitled to an equitable adjustment in the contract price for the expenditures made in performing the obligations under this subparagraph (g)(6) in accordance with pa ragraph (h) of this clause. However, the Government may directly reimburse the loss and salvage organization for any of thei r j cha rges. The Contracting Officer shall give due regard to the Contractor's liability under this paragraph (g) when making any such eq itable adjustment.
(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 I.
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 othe. mise compensated for any loss or destruction of, or damage to, Government property, the -
Contractor shall use the proceeds to repair, renovate, or replace the lost, cestroyed, or damaged Government property or shall otherwise credit the proceeds 1 to, or equitably reimourse , the Government, as directed by the Contracting i l
Officer. '
(9) The Contractor shall do nothing to prejudice the Government's rights j to recover.against third parties for any loss or destruction of, or damage to, Government property. Upon the request of the Contracting Officer, the Contractor shall, at the Government's expense , furnish to the Government all i reasonable assistance and cooperation (including the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery. In addition, where a subcontractor . has not been relieved from liability for any loss or destruction of, or damage to, Government property, the i Contractor shall enforce for the benefit of the Government the liability of the subcontractor for such loss, destruction, or damage.
(h) Ecuitable adjustment. When this clause specifies an equitable adjustment, it shall be made to any affected contract provision in accordance with the procedures of the Changes clause. When appropriate, the Contracting Officer may initiate an equitable adjustment in favor of the Government. The right to an equitable adjustment shall be the Contractor's exclusive remedy.
The Government shall not be liable to suit for breach of contract for--
(1) Any delay in delivery of Government-furnished property; (2) Delive ry of Gove rnment-fu rni shed property in a condition not l
'7 suitable for its intended use; l
(3) A decrease in or substitution of Government-furnished property; or l (4) Failure to repair or replace Government property for which the
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' Page 12
. i) final acccuntino and disposition of Gove rnr.cn t procerty. Upon
' compl(e' ting this contract, or at sucn earlier dates as ma[ be fixec by the Centrecting Of ficer, the Contractor shall submit, in a form acceMable to the Contracting Officer, inventory schedules covering all i t ms of Gcvernrent property not consured in performing this contract or celivered to the Gcvern.ent. 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 of the work covered by this contract or paid to the Government as directed by the Contracting Officer. The foregoing provisions shall apply to scrap from Government property; provided, however, that the Contracting Officer -
may authorize or direct the Contractor to omit from such inventory schedules any scrap consisting of faulty castings or forgings or 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 5 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 completion
- of need, or contract completion). However, if the Government- .'-
property (listed in the Schedule or specificatio is withdrawnfurnished or is {2 unsuitable for the intended use, or if other Governmen)ps) property is substituted, then the eouitable adjustment under paragraph (h) of this clause may properly include restoration or rehabilitation costs.
, (k) Communications. All cocrnunica tions under this clause shall be in writing.
(1) Overseas contracts. If this contract is to be perfonned outside the United States of America, its terri tories , or possessions, the words
" Government" and " Government-furnished" (wherever they appear in tnis clause) shall be construed furnished," as " United States Government" and " United States Government-respectively.
(End of clause) e e
9
Page 13 52.2a9-5 TERMltiAT ION FOR CONVEN)[ rice OF THE GCvi:r.*.ENT ( E DUC A110NAt AND OTHER tiO*. PROF 11 IN51]lU110NS). (APR 1924)
(a) The Government may teminate perf ormance of -crk under this contract in .
whole or, from time to time, in part if the Contracting Of ficer oetermines that a temination is in the Government's interest. The Contracting Of ficer shall ter-.inate_ by delivering to the Contractor a Notice of Termination specifying the, extent of temination and the effective date.
(b) Af ter receipt of a Notice of Termination and except es directed by the Contracting Officer, the Contractor shall i. mediately proceed with the follo ing .--
obligations:
(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.
(3) Temina te all applicable subcontracts and cancel or divert applicable comitments covering personal services that extend beyond the effective date of termination. ,
(4)' Assign to the Government, as directed by the Contracting Officer, all right, ti tl e , and interest of the Contractor under the subcontracts :
te mina ted , in which case the Government shall have the right to settle or pay any temination settlement proposal arising out of those teminations.
(5) With approval or ratification to the extent required by the Contracting Officer, settle all outstanding liabilities and termination -
settlement proposals arising from the termination of subcontracts; approval or ratification will be final for purposes of this cla4se.
(6) Transfer title (if not already transfer?ed) and, as directed by the Contracting Officer, deliver to the Government any infomation and items that, if the contract had been completed, would have been required to be furnished ,
including (i) materials or equipment producek in process, or acquired for the i
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e inated and (ii) completed or partially completed plans, drawings, anc (7) Complete perfomance of the work not teminated.
(8) Take any action that may be neces sa ry, or that the Contracting Officer may direct, for the protection and preservation of tne property related to tnis contract that is in the possession of the Contractor and in which the Government nas or may accuire an interest.
(9) Use its best efforts to sell, as dicected or authorized by the Contracting Officer, temination inventory other than that retained by the Government under subparagraph (6) above; provided, however, that the Contractor (i) is not required to extend credit to any purcnaser and (ii) may acquire the property under the conditions prescribed by, and at prices approved by, the Contracting Officer. The proceeds of any transfer or disposition will be applied to reduce any payments to be made by the Government under this contract, credited to the price or cost of the work, or paid in any other manner directed by the Contracting Officer.
(c) After te rmination, the Contractor shall submit a final termination settlement proposal to the Contracting Officer in the fo m and with the certification prescribed by the Contracting Officer. The Contractor shall submit the proposal promptly but no later than 1 year from the effective date of termination unless extended in writing by the Contracting Officer upon written recuest of the Contractor within this 1-year period. If the Contractor fails to submit the termination settlement proposal within the time allowed, the Contracting Officer may detemine, on the basis of information available, the ariount, if any, due the Contractor because of the termination and shall pay the
.&rmnt detemined. ' '
7 - Ccr. tract No. hRC-04-05-113- 04 Page 14 s)
(d) Subject to pa ra g ra ph (c) above, the Contractor and the Contr*cting Cf ficer may agree upon the .hcle or any part of the arour.: to be paid because of ine t e r:ni na t i on. This am:un .ay incluce reescnacle cancellation cnarges incurred by the Contractor anc any reasonaDie loss on outstanding comitments for personal services that the Contractor is unable to cancel; provided, that the Contractor exercised reasonable diligence in diverting such comitments to other operations. The contract shall be amended and the Contractor paid the agreed amount.
(e) The cost principles and procedures in Subpart 31.3 of the Federal .
Acquisition Regulation (FAR), in effect on the date of the contract, shall govern all costs claimed, agreed to, or determined under this clause; however, if the Contractor is not an educational ins titution , and is a nonprofit organization under Office of Management and Budget (GMB) Circular A-122 " Cost Principles for Nonprofit Organizations," July 8, 1980, those cost principles ,
shall apply; provided, that if the Contractor is a nonprofit institution listed in Attachment C of OM8 Circular A-122, the cost principles at FAR 31.2 for comercial organizations shall . apply to such contractor.
(f) The Government may, under the tenns and conditions it prescribes, make partial payments against costs incurred by the Contractor for the terminated portion of this contract, if the Contracting Officer believes the total of these payments will not exceed the amount to which the Contractor will be entitled.
(g) The Contiactor has the right of appeal as provided under the Disputes clause, except that if the Contractor failed. to submit the termination settle!nent proposal within the time provided in jparagraph (c) and failed to request a time extension, there is no right of appes). ' *
(End of clause) 9 1
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