ML20137U968

Contract: Facility Sys Analysis Support, Awarded to Science Applications Intl Corp

ML20137U968
Person / Time
Issue date:	09/25/1985
From:	Hagan T NRC OFFICE OF ADMINISTRATION (ADM), SCIENCE APPLICATIONS INTERNATIONAL CORP. (FORMERLY
To:
Shared Package
ML20137U965	List: ML20137U959 ML20137U968
References
CON-FIN-D-1101-5, CON-NRC-02-85-007, CON-NRC-2-85-7 NUDOCS 8510030329
Download: ML20137U968 (65)

Text

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i TNis CONTRACT IS A RAf t D ORDE R

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2. CONI N AC I 1/ ' Pug in.f JdrM t . NO. J & # 8 L '. I t V L D A l t . N L WVibli TON #U 6.(Haght HL Qul b l #HOJL L I NO NRC-C2-85-007 RFPA No. NMS-85-007 9/25/85 COor L Coot L _ - _ _

U.S. Nuclear Regulatory Commission. _ . _ . _

Division of Contracts. AR 2223 Washington, D.C. 20555

7. NAME AND ADDRL55 Of C O N T H AC 10 64 #A o . .f r r f. tis s , co.s ts . S t.f. .md tif Code # 8 of L 4 W 4 84 Y Science Applications International Corp. ,gg gn,c,y g g, g t n ,,,, ,, ,,, ,

Attention: Mr. Tom Trevino. Vice President , o,,g g y , , o n , % y., , ,, , , , ,

Administration P. O. Box 2351 Net 1200 Pros La Jolla,pect Street 92038 California 10 SUBvii INVOICES l't E M t 4 tes ne. s.nor.. v the, u .., ect e r.rd , T O T H E CODE !F ACit 4TV CODE ADDRE SS SHOWN IN No. 12

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cgg, U.S. Nuclear Regulatory b,mWsTon o U.S. NRC/0RM Division of Attention: Douglas Pickett MS 881-55 Accounting & Finance, Attention: GOV /COM Accounts Washington D.C. 20555 Washington D.C. 20555 2 0.vmbait. 6.usw.ot-c.to.N.vu A,socctNcourtn- 3. Ac covN e ,r.<. -r.o Avenov a. Ai .oN oA t A t ion I B&R No: 50-19-02-00 I

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[i] 4i u s c 2swn 10 i FIN No: 01101-5 OBLIGATED AMOUNT: $250.000.00 l 15A ITEV NO i t' B SurPLIE S'5E A VICE S 15C OUANTIT v 150 UNIT ISE UNIT PRICE 158 AMOUNT

The U. Sj Nuclear Regulatory Commission hereby accepts Science Applications International Corporatjon's proposal dated April 3,1985 suthitted in respanse to RFP RS-NMS-85-007. as amended t;y Amendment No. I dated March 11. 1985 andAmendmendNo.2datedMarch 25, 1985, as rovised tly the Best and Final offer dated July 16 1985 to provide technical support as specified herein.8 See attacted pagels for incordoration of administqativechanges.

This is an incrementally funded cost-plus-fixed-fee type contract.

ISG. TOTAL AMOUNT OF CONTR Act > $ 583.260.0D' 4

16. TABLE OF CONTENTS ~

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Contract No. NRC-02-85-007 The following administrative changes are hereby made:

Subparagraph B.2 is changed to read:

Total Estimated Cost $535,102.06 Fixed Fee 46,15S. 0C Total Estimated Cost Plus Fixed Fee 583,260.0(

Subparagraph F.3 Duration of Contract Period is hereby changed to read:

The period of performance for work described herein shall be from September 25, 1985 through September 24, 1987.

Subparagraph G.1 - Consideration is changed to read:

Consideration Estimated Cost, Fixed Fee and Obligation

1. It is estimated that the total cost to the Government for full performance o' this contract will be $583,260.00, of which the' sum of $535,102.00 represents the estimated reimbursable costs, and of which $48,158.00 represents the fixed fee.

2. There shall be no adjustment in the amount of the contractor's fixed fee by reason of differences between any estimate of cost for performance of the work under the contract and the actual cost performance of that work.

3. The amount presently obligated by the Government with respect to this contract is $250,000.00.

Subparagraph G.2 - Overhead / General and Administrative Rates is changed to read:

A. Pending the establishment of final overhead rates which shall be negotiated based on audit of actual costs, the contractor shall be reimbursed for allowable indirect costs hereunder at the provisional rate of 82.6 percent of direct labor.

B. Pending the establishment of final general and administrative 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 12.3 percent of total direct rost.

l Contract No. NRC-02-85-007 l

C. Pending the establishment of final fringe benefits rates which shall be negotiated based on audit of actual costs, the contractor shall be reimbursed for allowable fringe benefit costs hereunder at the provisional rate of 40 percent of direct labor.

D. Notwithstanding A, B, and C, of this Article, said provisonal overhead, G&A and Fringe Benefit rates may be adjusted as appropriate during the term of the contract upon the acceptance of such revised rates by the Contracting Officer.

Subparagraph G.4., Project Officer, is completed to read:

U.S. Nuclear Regulatory Connission Attention: Douglas Pickett Office of Nuclear Material Safety & Safeguards Division of Safeguards Special Projects Branch Mail Stop: 881-55 Washington, D.C. 20555 Telephone: (301)492-4751 Subparagraph H.1, Key Personnel, is completed to identify the following individuals as the key personnel: .

Peter Lobner Stephen Finn Lewis Goldman William Horton Thomas McDaniel Jacobus Vrouwes l

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RS-NMS-85-007

Page 2 i Section B - Supplies or Services and Prices / Costs B.1 Brief Description of Work i

Facility Systems Analysis Support. The NRC requires technical support in the fonn o' reports and analytical and engineering expertise to fully 4

implement the regulatory effectiveness review program for all power reactors. The purpose of this project is to initiate and complete facility systems analysis for use in finalizing vital area designations in security plans.

B.2 (Offeror should provide Cost and Fee infonnation)

A. Total Estimated Cost........................$ 539,537 Fixed Fee...................................$ 51,255 Total Estimated Cost Plus Fixed Fee.........$ 590.792 l

L.3 ! Remittance Address If iten 15c. of the Standard Form 33 has been checked, the offeror shall enter the remjtta.1ce address below, kame: Science Applications International Corp.

Addret s

c/o First National Bank of flaryland P.O. Box 64115

Baltimore, MD 21264 Account No. 401-9197-2

! Section C - Description / Specifications / Work Statement C.1 Statement of Work l C.1.1 Background i

] This project will support the NRC Division of Safeguards Regulatory

Effectiveness Review (RER) program for comercial power reactors.

,, The primary purpose of this RER program is to assess the effectiveness of reactor safeguards, as implemented. in meeting the objectives of 10 CFR 73.55(a) to protect against radiological sabotage at operating nuclear power reactors relative to the design basis threat contained in NRC regulations [10 CFR 73.1(a)(1)]. The program is also designed to (1) validate the identification of vital areas and equipment, (2) l identify safety) procedures, (3 problems evaluatethatcontingency may result from implementing response safeguards capabilities and coordination with local law enforcement, and (4) identify generic issues and validate the regulatory base.

i De4

RS-NMS-85-007 Page 3 Assessments under this progran are only conducted at those power reactor facilities that have a fully implemented NRC-approved physical security i

plan and a Vital Area Analysis completed by Los Alamos Na tional Laboatory (LANL) for the NRC, Since 1978, LANL has perfonned vital area analyses of nuclear power

' reactors in support of the onooing power reactor licensing program. As part of the RER program. NRC staff is validating, and updating as required, the LANL vitel area ar.alyses. To fully implement this progre for all power reactors in an expeditious manner, NMSS requires technical support in the forn of services to provide technical expertise and to prepare Facility System Analysis (FSA) reports based upon a computer generated Vital Area Analysis printout provided to the NRC by LANL.

A Facility Systens Analysis report is a document used by the RER team to assist them in analyzing the LANL printout, explaining the bases for protection options, and identifying the components that would need te be vital under each of the protection options. It also presents a Boolean representation of .the fault tree in ways that are more amenable to manually determining the effect of changes in the model to vital area / vital equipment solutions.

4 .

C.1.2 Contract Objecthes The objective of this contract is to provide 50 Facility Systems Analysis reports over a two year period. Approximately 20 reports are to be provided in the first year and 30 reports to be provided in the

second year. uce report shall provide an overview of the equipment involved in systematic review of systems at a power reactor facility.

4 The report will be used both in developing data sheets and during plant

walk throughs to ensure that all important equipment is examined.

1

' Subsequent to submittal of the report to NMSS, technical support will be provided to the Project Officer, by the contractor, in the fonn of

! telephonic consultations.

C.1.3 Scope of Work j

The Facility Safety Analysis (FSA) reports to be prepared by the contractor will be based upon a computer generated Vital Area Analysis prepared under separate contract by LANL. Therefore, it is vital that the contractor have prior experience and knowledge of LANL's YItaT Area Analyses (VAA).

The NRC staff uses the FSA reports during RER's to validate and update,

)

as required, the LANL VAA. Currently the staff is conductirg

) approximately one such site visit each month. As can be seen by the ,

schedule of producing 50 FSA reports over a two year period, there may be a significant time lag between completion of an FSA and the staff's respective site visit. Therefore, it is imperative that the

' contractor's reports shall be written clearly and contain all necessary information.

shall be to prepare and revise the first FSA.Due thethe Thetorev first taskof these r importance .

submitted to the NRC Project Officer'for approval. The Project Officer and the contractor shall agree to the format and technical content prior

to contractor perfomance on the remaining FSA's.

RS-NHS-85-007 Page 4 FSA to the Project Officer's satisfaction. After format and technical content are agreed upon, work shall begin on the remaining FSA's.

I Finally, it is anticipated that the contractor will have technical i

questions regarding the LANL VAA's. In order to limit any impact on LANL's work schedule, we wish to limit discussions, between the contractor and LANL. Therefore, the contractor must have sufficient nuclear reactor experience to prepare the FSA independently of the ,LANL staff. However, the contractor shall maintain a list of any technical concerns regarding the validity of the LANL analysis and present them to the NRC. Discussions with the LANL staff may be arranged through the NRC project officer, if required.

Each Facility Systems Analysis report will be based on the LANL vital area analysis printout and site specific drawings. The NRC Project Officer will supply this information, which is considered sensitive Safeguards Information, through appropriate channels, for each report.

All reports will contain sensitive Safeguards Infonnation and must be protected in accordance with Section C.I.4 of the Statement of Work.

The tasks to be completed by the contractor are as follows:

Task 1 The contractor shall prepare and submit the first FSA to the NRC for review and corrent before proceeding with remaining work. The l contractor and NRC staff shall meet to discuss the report. The FSA is to be revised as directed by the NRC project officer. The FSA reports 1 shall contain the following infonnation:

a. Each report will contain a systems level overview. The systems level overview shall contain basic information about each of the systems of interest identified in the LANL vital area analysis so that the NRC teams will have an understanding of the significant systems interactions for the plant being analyzed. Where major themes that have been encountered at similar reactors are omitted from the plant being analyzed, a d!scussion of the rationale and site-specific causes should be presented,

b. Plant fault tree infonnation will be provided in simplified syster diagrams. These are developed based upon Piping and Instrumentation Diagrams (PID). There shall be a single diagram for each system that has a Boolean equation set relating necessary components for 1 each required system. Likewise each system shall be completely exhibited on a single diagram on a single page, if feasible.

The basis of the simplified diagram is a piping diagram showing all fluid piping (including steam pipes), valves, pumps, and other fluid handling components within the system. Valves shall be shown in their nonnal position and labeled as to type (electrically operated, air operated, etc.). The valves shall also be labeled with the valve name and electrical bus providing power for electrically operated valves. Electrically operated valves shall also be labeled with the valve motor control center in parenthesis. Pumps shall be

labeled with pump name; motor operated pumps shall have electrical 4

o O RS-NMS-85-007 Page 5 bus providing power and pump motor control center or switchgear labeled in parenthesis; and pumps that are not flow cooled shall have pump cooling systems identified. 3 Piping shall be labeled with pipe diameter and code, if available. Other components shall be labeled appropriately. Vital areas and their boundaries shall be

clearly identified ir the simplified system diagrams, preferrably in a different color than that used for the piping / electrical equipment. LANL vital area designation symbols shall be used in these labels. A similar diagram shall be included for the vital electrical distribution system,

c. A complete listing, by system, of the equipment that appears in the LANL VAA for each of the Type I and Type II areas. The disabling mode for each component (e.g., open a nomally closed valve, etc.)

shall be provided in coded nomenclature,

d. A simplified (i.e., reduced to essential tems) facility disablement equation shall be provided in terms of major systems faults and major initiating events, accompanied by a brief narrative description of each term. The complement or protection equation shall also be provided.

e. Simplified Boolean equations of systems faults shall be provided for each major system and major initiating event in tems of basic events. System fault equations in tems of area combinations shall also t'e presented, in a fomat that readily indicates the components or combinations of components along with their respective areas that must be disabled in order to cause the system fault. Similarly, the protection equations for prevention of system faults shall be presented both in terms of basic events prevented and areas protected.

f. A brief discussion of each Type I vital area that includes (a) ar identification of the vital corponents and systems that make it Type I and (b) the principal strategy that requires this area to be designated Type I.

g. A list of all electrical panels, busses and motor control centers implied in the LANL vital area analysis sorted by their physical locations, along with a sunnary o which they are a source of power { components ordered by system, for I

These may be deleted with the permission of the NRC Project Officer if necessary for clarity of the diagram.

2 This list need not include components that are not modeled in the LANL fault tree unless the contractor believes that they may be significant to the on-site review, except that panels and basses which are sources of instrumentation and control power for the contiol room or for an auxiliary shutdown panel shall be included.

i

i

.I RS-NMS-85-007 Page 6

h. A narrative description of each of the LANL area protection strategics (cut sets) shall be provided. The description shall include both the area protection strategy and the corresponding equipment protection strategy in such a way that the difference in 1

the strategies are highlighted.

For those areas where multiple protection strategies rely on the same safety system trains, a matrix presentation or equivalent way of displaying differences shall be used.

1. A complete list of components and systems, sorted by areas, that were identified in the area protection strategies. The corresponding protection strategy (ies) shall be identified for each component, such that only the minimum components needing to be protected to achieve a protection strategy are identified for each strategy.

j. An overview of the site, describing its location, type of reactor, site layout, layout of key buildings and equipment, and ultimate heat sink. Simplified plan drawings shall be included showing locations, on each elevation, of areas identifed in LANL printout.

k. A list of initialisms used in developing the site-specific fault tree should be included as a glossary. Each initialism should be identified in sufficient detail so that its meaning is clear. (A readable copy of the LANL VAA glossary would be acceptable.) Any 4

equipment given multiple initialisms because it is involved in more than one role should be identified.

Task 2 4

l

a. After the completion of Task I and with the approval of the Project Officer, the contractor shall begin work on the remaining 49 FSA reports to be completed within a two year time frame. These reports shall include the same format and contents as accepted for the first report, unless otherwise directed by the NRC Project Officer.

j b. Technical concerns or difficulties that may arise regarding understanding or the validity of the LANL VAA shall be forwarded to the NRC Project Officer.

Task 3 Provide technical support to the NRC associated with Facility Systems Analyses that have been completed and submitted. In particular, the individual who prepared the site Facility System Analysis report will consult with and support the NRC team by way of telephone consultations.

C.I.4 Safeguards Information The contractor shall have facilities for the handling and storage of safeguards information. As a minimum, the contractor shall comply with l provisions of NRC Manual Chapter 2101, Appendix XVII, Attachment 6. for j the marking and protection of sensitive Safeguards Information.

1 l

l i

. o RS-NMS-85-007 Page 7 The contractor shall not make copies of the LANL printouts. Copies of the Facility Systems Analysis reports shall be limited. The contractor shall number and control distribution of all copies of Facility Systems Analysis reports and provide the NRC Project Officer with a distribution list of all parties possessing these reports.

C.2 Level of Effort The NRC's estimate of the total of scientific, technical, and clerical effort is approximately six' staff years over a two year period.

Note: 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 Within 15 working days of contract award, the contractor will meet with the NRC Project Officer at the NRC offices in Silver Spring, Maryland to resolve any questions about the scope or schedule of the progran.

C.4 Nkt Furnished Materials

1. The NRC Project Officer will supply one copy of the LANL Vital Area Analysis printout and marked up drawings for each reactor unit.

These documents are considered sensitive Safeguards information and will be protected by the contractors in accordance with NRC Rules and Regulations (10 CFR 23.21), (Reference 1).

2. Prior to the initiation of Task 1, the NRC Project Officer shall supply analyses performed on a previous plant to the contractor in order to provide further insight of the level of detail that is required, as described in the statenent of work.

3. All documents will be returned to the NRC at the completion of the contract or when requested by the Project Officer.

C.5 References

1. NRC Regulation 10 CFR 23.21 Free single copies of the regulation referenced above may be obtained by sending a written request to: Publication Services Section, Division of Technical Information and Document Control, U.S. Nuclear Regulatory Commission, Washington, DC 20555.

Section D - 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.

RS-NMS-85-007 Page 8 Section E - Inspection and Acceptance E.1 FAR Citations 52.246-5 INSPECTION OF SERVICES--COST-REIMBURSEMENT. (APR 1984)

(a) Definition. " Services," as used in this clause, includes services performed, workmanship, and material furnished or used in performing services.

(b) Tne Contractor shall provide and maintain an inspection system acceptable to the Government covering the services under this contract.

Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all services called for by the contract, to the extent practicable at all places and times during the term of the contract. The Government shall perform inspectiors and tests in a manner that will not unduly delay the work.

(d) If any of the services performed do not confonn with contract requirements, the Governnent 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 repcrformance, the Government may (1) require the Contractor to take necessa ry action to ensure that future performance conforms to contract requirements and (2) reduce any fee payable under the contract to reflect the reduced value of the services performed.

(e) If the Contractor fails to promptly perform the services again or take the action necessary to ensure future perfomar.ce 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.)

E.2 Place of Inspection and Acceptance A. Inspection and acceptance of the deliverable items to be furnished hereunder shall be made at the destination. .,

Section F - Deliveries and Performance F.1 Reports, Documentation and Other Deliverable End items l

The reports listed below are to be prepared in accordance with NRC Manual Chapter 3202 (Attachment 3) unless specifically stated otherwise.

1.

F.1.1 Facility Systems Analysis Reports The Facility Systems Analysis Reports shall be submitted and controlled in accordance with the provisions of Section C l.4 of the Statement of Work.

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. - ._. _.._ _ _ __,. . ~ -_ . _ _ _ . _ . _ _ .___ _ _ _ _ . - _ _ . _ __

. o RS- MS-85-007 j Page 9 i

)

Two copies of each report shall be provided. Duc dates for each of the task reports will be established and documented by the contractor's prir.cipal investigator in coordination with the Project Officer. ,

F.1.2 -Business Letter Report ,

The contractor shall submit a monthly letter report by the 15th of each ,

month. Two copies shall be submitted to the Project Officer with copies provided to the Office of the Director, NMSS (Attn: Program Support),

and to the Contracting Officer. These reports shallidentify the title of the project, the FIN, the Principal Investigator, the period of

• 1 j

1 performance, the reporting period, and contain the following sections:

Each report shall sunearize (1) the work performed during the  !

previous month; (2) the total personnel and each key person's time  !

expended during the previous month; (3) the costs and uncosted obligations (listed separately): (a) during the previous month, (b) cumulative to date (fiscal year and total), and (c) projected by month to completion of work; and (4) the costs by unit associated with each facility analysis: (a) during the pr i cumulative tn date. The first month report shagvious l providemonth, the initial and (b) projection, and subsequent reports snall ir.dicate either revised projections or "no change" in the cost and uncosted obligation projection. ,

F.2 Place of Delivery 1 The iter's to be furnished hereunder shall be delivered, with all i transportation charges paid by the Contractor, to

U.S. Nuclear Regulatory Consnission i Attn

Douglas Pickett 1

Office of Nuclear Material Safety & Safeguards Division of Safeguards  ;

i Special Projects Branch i Mail Stop: 881-55 j Washington, D.C. 20555 i

F.3 Duration of Contract Period I  ;

! This contract shall become effective on either the date of award or the ,

effective date as otherwise specified, and shall continue to completion j thereof, two years af ter said contract is effective.

F.4 FAR Citations '

l 52.212-13 STOP-WORKORDER.--Alternate 1(APR1984)

) (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 j 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 4

clause. Upon receipt of the order, the Contractor shall immediately comply with  ;

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RS-NMS-85-007 Page 10 its terms and take all reasonable steps to mirimize 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 this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work.

The Contracting Officer shall make an 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 f:r the adjustment within 30 days af ter the end of the period of work stoppage; provided, that, if the Centracting Officer decides the f acts justify the action, the Contracting Officer may receive and act upon the claim asserted at any time before final payment under tais contract.

(c) If a stop-work order is not canceled and the work covered by the order is terminated for the conveninecr: 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 i Estimated Cost, Fixed Fee and Obligation

1. It is estimated that the total cost to the Governrr.ent for full perfonnance of this contract will be $ * , of which the '

sum of $

• represents the estimated reimbursable costs, and of which $

• represents the fixed fee.

2. Total funds currently available for payment ard allotted to this contract are $ *

, of which $

• represents the

, estimated reimbursable costs, and of which 5

• represents j the fixed fee.

3. It is estimated that the amount currently allotted will cover

) performance of which is scheduled to be completed

)

• months from the effective date of the contract.

• To be incorporated into any resultant contract.

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RS-NMS-85-007 Page 11 G.2 Overhead / General and Administrative 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 provisiorel 4

rate of

• percent of

• B. Pending the establishment of final general and administr,ative 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

• C. Notwithstanding A. and B. of this Section, said provisional overhead and G&A rates may be adjusted as appropriate during the term of the contract upon the acceptance of such revised rates by the Contracting Officer.

• To be incorporated into any resultant contract.

G.3 Payment of Fixed Fee Fayment 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. Perfonnance of the work under this contract shall be subjectho 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:

l. Tt.cnnical 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 contract, approval of technical reports, drawings, specifications and technical infonnation 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 maf not issue any technical direction which:

1. Constitutes an assignment of additional work outside the general scope of the contract.

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RS-NMS-85-007 Page 12

2. Constitutes a change es 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 performance.

4. Changes any of the expressed terms, conditions or 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 perfonnance of technical directions duly issued by the Project Officer in the manner prescribed by this article and within such person's authority under the provisions of this article.

If, in the opinion of the Contractor, any instruction or direction issued by the Project 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 Contractor, the Contracting Officer shall issue an appropriate contract modification or advise the Contractor in writing that, in the Contracting Officer's opinion, the technical direction is within the scope of this article and does not constitute a change under the Changes Clause.

D. Any unauthorized comitment or direction issued by the Project Officer may result in an unnecessa ry 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 Of ficer) for technical aspects of this contract. The Project Officer is not authorized to approve or reouest any action which results in or could result in an increase in contract cost; or terminate, settle any claim or dispute arising under the contract, or issue any unilateral directive whatever.

f

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! RS-NMS-85-007 Page 13 The Project Officer is responsible for: (1) monitoring the Cont ractor's technical progress, including surveillance and assessment of performance, and recocinending 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 requesttd for reimbursement by Contractors and submit recommandations for approval, disapproval, or suspension for supplies / services required under the contract. The Contracting Officer is responsible for directing or negotiating any changes in terms, conditions, or amounts cited in the contract.

For guidance from the Proiect 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 perfomance 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:

• Office Address:

• Telephone Number: *

• To be incorporated into any resultant contract G.6 Travel Reimbursement The Contractor shall 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 $50.00.

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 575.00

3. The cost of travel by privately owned automobile shall be reimbursed at the rate of 20.Sc per mile.

4 The cost of travel by rented automobile shall be reimbursed on a reasonable actual ex;iense basis.

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RS-NMS-85-007 Page 14 5 All common carrier travel reimbursable hereunder shall be via economy class rates when available. If not available, reimbursement vouchers will be annotated that economy class accommodations were not available. First-class air travel is net authorized.

6. Receipts are required for conmon carrier transportation, lodging and miscellaneous items in excess of $25.00.

G.7 Payment Due Date (a) Payments under this contract will be due 30 calendar days af ter the later of:

(1) The date of actual receipt of a proper invoice (original and 4 copies) to:

U.S. Nuclear Regulatcry Commission Division of Accounting and Finance Office of Resource Management ATTN: GOV /COM Accounts Section Washington, D.C. 20555 or (2) The date the final deliverable product / service is accepted by the Government.

(b) For the purpose of determining the due date for payment and for no other purpose, acceptance will be deemed to occur 30 calendar days after the date of delivery of the final deliverable. Product / service performed in accordance with the terms of the contract. -

(c) If the final product / service is rejected for tailure to conform to the technical requirements of the contract, the provisions in paragraph (b) of this caluse will apply to the new delivery of the final product / service.

(d) The date of payment by wire transfer through the 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.

G.8 Invoice Requirements 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.

4 5

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RS-NMS-85-007 Page 15 To constitute a proper invoice, the invoice must include the following infortnation 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 tems.

(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 Proript 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 discounts.

(b) Determinations of interest due will be made in accordance with the provisions of the Prompt Payment Act and Office of Management and Budget Circular A-125, Vol. 47 Federal Register 37321 August 25, 1982. Among other considerations, OM8 Circular A-125 provides that:

(1) Interest penalties are not required when payment is delayed because of a disagreement over the amount of payrnent or other 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.

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.

• To be incorporated into any res'ultant contract.

l

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RS-NMS-85-007 Page 16 The Contractor agrees that such personnel shall not be removed from the contract work or replaced without compliance with paragraphs (b) and (c) hereof.

(b) If one or more of the key personnel for whatever reason becomes, or is expected to become, unavailable for work under this contract for a continuous period exceeding 30 work days, or is expected to devote substantially less effort to the work than indicated in the proposal or initially anticipated, the Contractor shall imedia tely notify the Contracting Officer and shall, subject to the concurrence of the Contracting Officer or his authorized representative, promptly replace such personnel with personnel of at least substantially equal ability and qualifications.

(c) All reauests for approval of substitutions hereunder must be in writing and provide a detailed explanation of the circumstances necessitating the proposed substitutions. They must contain a complete resume for the 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 promptly notify the Contractor of his approval or disapproval thereof in writing.

(d) If the Contracting Officer determines that suitable and timely replacement of key personnel who have been reassigned, terminated or have otherwise become unavailable for the contract work is not reasonably forthcoming or that the resultant reduction of productive effort would be so substantial as to impair the successful completion of the contract or the service order, the contract may,be terminated by the Contracting Officer for defaul t or for the convenience of the Government, as appropriate, or, at the discretion -of the Contracting Officer if he finds the Contractor at fault fors '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 Safety, Health, and Fire Protection The Contractor shall take all reasonable precautions in the perfonnance 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 protectior regulations and requirements (including reporting requirements) of the Comission and the Department of Labor. In the event that the Contractor fails to comply with said regulations or requirements, the Contracting Officer may, without prejudice to any other legal or contractual rights of the Comission, issue an order stopping all or any part of the work; thereaf ter, a start order for l resumption of work may be issued at the discretion of the Contracting l Officer. The Contractor shall make no claim for an extension of time or j for compensation or damages by reason of or in connection with such work l stoppage.

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RS-NMS-85-007 Page 17 H.3 Dissemination of Contract Infomation (OMB Clearance Number 3150-0112)

The Contractor shall not publish, pemit to be published, or disseminate to the public any infoma tion , oral or written, concerning the work performed under this contract without the prior written consent of the Contracting Officer. Two copies of any infomation proposed to be published or disseminated shall be submitted to the Contracting Officer.

Failure to comply with this Clause shall be grounds for termination of this contract. (Unauthorized disclosure of safeguards infoma tion is subject to civil or criminal penalties).

H.4 Private Use of Contract Infomation and Data Except as otherwise specifically authorized by Sectior. H., publication of contract work of this contract, or as otherwise approved by the Contracting Officer, infomation and other data developed or accuired by or furnished the Contractor in the perfomance of this contract, shall be used cnly in connection with the work under this contract.

H.5 Drawings, Designs, and Specifications All drawings, sketches, designs, design data, specifications, notebooks, technical and scientific data, and all photographs, negatives, reports,

'indings, recomenda tions , data and memoranda of every description relating thereto, as well as all copies of the foregoing relating to the work or any part thereto, shall be subject to inspection by the Comission at all reasonable times (for which inspection the proper facilities shall be afforded the Comission by the Contractor and its subcontractors), shall be the property of the Government and may be used by the Government for any purpose whatsoever without any claim on the part of the Contractor and its subcontractors and vendors for additional compensation and shall, subject to the right of the Contractor to retain a copy of said material for its own use, be delivered to the Government, or otherwise disposed of by the Contractor either as the Contracting Officer may from time to time direct during the progress of the work or in any event as the Contracting Officer shall direct upon completion or temination of this contract. The Contractor's right of retention and use shall be subject to the security, patent, and use of information provisions, if any, of this contract.

H.6 Proprietary Data and Confidential Information in connection with the perfomance 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 infoma tion , including Comission plans, policies, reports, financial plans, internal data protected by the Privacy Act of 1974 (P.L.93-579), or other infomation which has not been released to the public or has been detemined by the Comission to be otherwise exempt from disclosure to the public. Contractor agrees to hold such infomation in confidence and not to directly or indirectly duplicate, i

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

RS-NMS-85-007 j Page 18 to the Consnission or otherwise dispose of it either as the Contracting Officer may from time to time direct during the progress of the work or  ;

' in any event as the Contracting Officer shall direct upon completion or termination of this contract. Failure to comply with this clause shall be grounds for termination of this contract.

l H.7 Security (OMB Clearance Number 3150-0112) '

I (a) It is the Contractor's duty to safeguard Restricted Data, Formerly Restricted Data, and other classified infonna tion. The Contractor shall, in accordance with the Consnission 's security regulations and '

requirements, be responsible for safeguarding Restricted Data, Fomerly l Restricted Data, and other classified infomation and protecting against sabotage, espionage, loss and theft, the classified documents and i 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 termination of this contract, transmit to the Commission any classified i matter in the possession of the Contractor or any person under the Contractor's control in connection with perfomarce of this contract.

If retention by the Contractor of any classified matter is required after the completion or temination of the contract and such retention is approved by the Contracting Officer, the Contractor will complete a certificate of possession to be furnished to the Consnission specifying the classified matter to be retained. The certification shall identify a

l 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 i

security provisions of the contract will continue to be applicable to l the matter retained.

i (b) Regulations. The Contractor agrees to confom to all security j regulations and requirements of the Consnission.

(c) Definition of Restricted Data. The term " Restricted Data," as used in this clause, means all data concerning (1) design, manufacture, or i

t utilization of atomic weapons; (2) the production of special nuclear ,

material; or (3) the use of special nuclear material in the production r i of energy, but shall not include data declassified or removed from the i Restricted Data category pursuant to section 142 of the Atomic Energy Act of 1954, as amended.

(d) Definition of Fomerly Restricted Data. The tem "Formerly Restricted Data " as use'd 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 pemit 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 Consnission's regulations .or

, requirements applicable to the particular type or category of classified information to which access is required.

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RS-NMS-85-007 Page 19 (f) Criminal Liabilities. It is understood that disclosure of Restricted Data, Fomerly Restricted Data, or other classified infomation 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, or subcontractors to criminal liability under the laws of the United States. (See the Atomic Energy Act of 1954, as amended, 42 U.S.C. 2011 et seq.; 18 U.S.C. 793 and 794; and Executive Order 11652.)

(g) Subcontracts and Purchase Orders. Except as 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 perfoming the contract work, the Cont ractor shall assign classifications to all documents, material, and equipment originated or generated by the Contractor in accordance with classification guidance by the Comission. Every subcontract and purchase order issued hereunder involving the origination or generation of classified documents, naterial, 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.8 Contractor Organizational Conflicts of Interest (OMB Clearance Number 3150-0112)

(a) Purpose. The primary purpose of this clause is to aid in ensuring that the Contracter: (1) Is not placed on a conflicting role because of current or planned interest (financial, contractual, organizational, or otherwise) which relate to the work under this contract, and (2) does not obtain an unfair competitive advantage over other parties by virtue of its performance of this contract.

(b) Scope. The restrictions described herein shall apply to performance or participation by the Contractor as defined in 41 CFR 520-1.5402(f) in the activities covered by this clause.

(c) Work for Others. Notwithstanding any other provision of this contract, during the term of this contract, the Contractor agrees to 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 perfomed under this contract. The Contractor shall ensure that all employees who are employed full time under this contract and employees designated as key personnel, if any, under this contract abide by the provision of this clause. If the Contractor believes with respect to itself or any such employee that any proposed consultant or other contractual arrangement with any fi m or organization may involve a potential conflict of interest, the Contractor shall obtain the written approval of the Contracting Officer prior to execution of such contractual arrangement.

RS-NMS-85-007 Page 20 (d) Disclosure after award.

(1) The Contractor warrants that to the best of its knowledge and belief and except as otherwise set forth in this contract, it does not have any organizational conflicts of interest, as defined in 41 CFR 20-1.5402(a).

(2) The Contractor agrees that if after award it discovers organizational conflicts of interest with respect to this contract, it shall make an imediate and full disclosure in writing to the Contracting Officer. This statement shall include a description of the action which the Contractor has taken or proposes to take to avoid or mitigate such conflicts. The NRC may, however, terminate the contract for convenience if it deems such temination to be in the best interests of the Government.

(e) Access to and use of information.

(1) If the Contractor in the perfomance of this contract obtains access to infomation, such as NRC plans, policies, reports, studies, financial plans, internal data protected by the Privacy Act of 1974 (Pub. L.93-579), or data which has not been released to the public, the Contractor agrees not to:

(1)Use such information for any private purpose until the 4 infomation has been released to the public; (ii) compete for work for the Comission based on such information for a period of six (6) months after either the completion of this contract or the release of such infomation to the public, whichever is first; (iii) submit an unsolicited proposal to the Government based on such infomation until one year after the release of such information to the public, or (iv) release the information without prior written approval by the Contracting Officer unless such infomation has previously been released to the public by the NRC.

(2) In addition, the Contractor agrees that to the extent it receives or is given access to proprietary data, data protected by the Privacy Act of 1974 (Pub. L.93-579), or other confidential or privileged technical, business, or financial infomation under this contract, the Contractor shall treat such information in 'accordance with restrictions placed on use of the information.

(3) The Contractor shall have, subject to patent and security provisions of this contract, the right to use technical data it produces under this contract for private purposes provided that all requirements of this contract have been met.

(f) Subcontracts. Except as provided in 41 CFR 20-1.5402(h), the Contractor shall include this clause, including this paragraph, in f

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RS-NMS-85-007 Page 21 subcontracts of any tier. The terms " contract " " Contractor," and

" Contracting Of ficer," shall be appropriately modified to preserve the Goverreent's rights.

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

(h) Waiver. A request for waiver under this clause shall be directed in writing through the Contracting Officer to the Executive Director for Operations (E00) in accordance with the procedures outlined in 620-1.5411.

H.9 Method of Payment (a) Payment under this contract will be made by wire transfer through the Treasury Financial Comunications 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 Centractor shall forwar.d the following infonnation 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 Comunications 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 nurber at your financial institution your financial institution receives electronic funds transfer messages through, if it does not have access to the Federal Reserve Comunications

-System

7. Name and address of the correspondent financial institution your financial institution receives electronic funds transfer messages through, if it does not have access to the Federal Reserve Comunications System

RS-NMS-85-007 Page 22

8. Correspondent financ-ial institution 9-digit ASA identifying number for routing transfer of funds

9. Teleg'raphic abbreviation of correspondent financial institution

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10. Signature and title of person supplying this information (c) Any changes to the infonnation 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.

t H.10 Contractor's Duty to Safeguard Sensitive Infonnation (hRC Form-187, Attachment 7)

In the perfonnance of the work under this contract, the Contractor shall, fr.

accordance with Nuclear Regulatory Comission (NRC) security regulations and.

l requirements, be responsible for safeguarding Sensitive Infonnation and pro-tecting against unauthorized dis ~ closure, loss, and thef t, the Sensitive Infor-mation in the Contractor's possession in connection with the perfonnance of work under this contract. The Contractor agrees to comply with all security regula-tions and requirements of the NRC. Except as otherwise expressly provided for in this contract, the Contractor shall, upon completion or tennination of this contract, transmit to the NR,C any Sensitive Infonnation in the possession of i

the Contractor or any person under the Contractor's control in connection with j performance of this contract. If retention by the Contractor of any Sensitive Information is required after the completion or tennination of the contract and such retention is approved by the Contracting Officer, the Contractor will complete a Certificate of Possession to be furnished to the NRC specifying the Sensitive Information to be retained. The Certificate of Possession shall identify the items and types or categories of matter retained, the conditions governing the retention of the matter and the period of retention, if known.

If retention is approved by the Contracting Officer, the security provisions of the contract will continue to be applicable to the matter retained.

' Sensitive Information--includes proprietary infonnation, safeguards information, Naval Nuclear Propulsion Information, and other infonnation withheld from public dissemination under the Freedom of Information Act, Privacy Act or; Atomic Energy A-t and information not exported to foreign countries or prohibited to be dis-closed to foreign countries. It also inc udes sensitive unpublished and other-wise unavailable fuel cycle information relating to the technology of enrichment or reprocessing.

In addition, it must be understood that the selected Contractor nust provide SEC with infonnation relative to its proposed security measures for the protection of unclassified Safeguards Infonnation in conformance with the

regulations contained in NRC Appendix 2101, all its applicable Parts, and NRC Announcement No.119, if applicable.

~

I RS-NMS-85-007 Page 23 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, Adminis tra tor, 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 tem " authorized representative" means any person, persons, or board (other than the Contracting Officer) authorized to act for the head of the agency)or Secretary. Officer" means a person with the authority to enter inte, (b " Contracting administer, and/or terminate contracts and make related determinations and findings. The tem 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 tem " subcontracts" includes, but is not limited to, purchase orders and changes and modifications to purchase orders under this contract.

(End of clause)

(R 7-103.1 1979 MAR)

(R 7-203.1)

(R 7-302.1)

(R 7-402.1)

(R 7-901.1 (R 7-1902.1 (R 7-1909.1) 52.203-1 0FFICIALS NOT TO BENEFIT. (APR 1984)

No member of or delegate to Congress, or resident cornissioner, 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 corporatien's general benefit.

l (End of clause)

(R 7-103.19 1949 JUL)

(R 1-7.102-17) l 52.203-3 GRATUITIES. (APR 1984) i (a) The right of the Contractor to proceed may be teminated by written t

notice if, af ter notice and hearing, the agency head or a designee detemines l that the Contractor, its agent, or another representative--

l (1) Offered or gave a gratuity (e.g., an entertainment or gift) to an l officer, official, or employee of the Government; and l (2) Intended, by the gratuity, to obtain a contract or favorable treatment under a contract.

(b) The facts supporting this detemination may be reviewed by any court having lawful jurisdiction.

O

• RS-NMS-85-007

Page 24 (c) If this contract is teminated under paragraph (a) above, the Government is entitled--

(1) To pursue the same remedies as in a breach of the contract; and i

(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) i

52.203-5 COVENANT AGAINST CONTINGENT FEES. (APR1984)

(a) The Contractor warrants that no person or agency has been employed or i retained to solicit or obtain this contract upon an agreement or understanding l for a contingent fee, except a bona fide employee or agency. For breach or t

violation of this warranty, the Government shall have the right to annul this l contract without liability _or, in its discretion, to deduct from the contract j price or consideration, or otherwise recover, the full amount of the contingent i fee.

) (b) " Bona fide agency," as used in this clause, means an established comercial 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 perfomance, who neither exerts nor proposes to exert g

improper influence to solicit or obtain Government contracts nor holds out as being able to obtain any Government contract or contracts through improper influence.

, " Contingent fee," as used in this clause, means any comission, percentage, j 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 j induces or tends to induce a Government employee or officer to give consideration or to act regarding a Government contract on any basis other than the merits of the matter.

t (End of clause)

(R 7-103.20 1958 JAN)

(R 1-1.503)

! (R 1-7.102-18) t l 52.215-1 EXAMINATION OF RECORDS BY COMPTROLLER GENERAL. (APR 1984) 1 (a) This clause applies if this contract exceeds $10,000 and was entered f into by negotiation.

(b) The Comptroller General of the United States or a duly authorized representative from the General Accounting Office shall, until 3 years after final payment under this contract or for any shorter period specified in Federal

! Acquisition Regulation (FAR) Subpart 4.7, Contractor Records Retention, have i

RS-NMS-85-007 Page 25 access to and the right to examine any of the Contractor's directly pertinent I books, documents, papers, or other records involving transactions related to this contract, j

4 (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 Acccunting Of fice shall, until 3 j

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 unifomly to the public, plus any applicable reasonable connection cha rge. i (d), The periods of access and examination in paragraphs (b) and (c) above for records relating to (1) appeals under the Disputes clause, (2) litioation 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 I

shall continue until such appeals, litigation, claims, or exceptions are i disposed of.

(End of clause)

(R 7-104.15 1975 JUN)

(R 1-7.103-3) -

, 52.215-2 AUDIT--NEGOTIATION. (APR 1984)

+

(a) Examination of costs. If this is a cost-reimbursenent, incentive, time-and-materials, labor-hour, or price-redeterminable contract, or any combination of these, the Contractor shall maintain--and the Contracting Officer or i

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 examinaticn 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 to law, the Contractor has been i

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 bcoks, 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 ard 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 s

! procedures to produce data compatible with the objectives of these reports and (2) the data reported.

1

,,---g -, - - - ~ , , - , , - - -

, , , , - ,y , ,,-,-,wv,-,

, , , . ~ w- ,,,--------,-,-----n--n-,- -

RS-NMS-85-007 Page 26 (d) Availability. The Contractor shall make available at its office at all reasonable times the materials described in paragraphs (a) and (b) above, for examination, audit, or reproduction, 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 t%is contract. In additinn-- '

(1) If this contract 'is completely or partially terminated, the records relating to the work teminated shall be made available for 3 years af ter any resulting final termination settlement; and (2) Records relating to appeals under the Disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are disposed of.

(e) The Contractor shall insert a clause containing all the terms of this clause, including this paragraph (e), in all subcontracts over $10,000 under this contract, altering the clause only as necessary to identify properly the contracting parties and the Contracting Officer under the Government prime contract.

(End of clause)

(R 7-104.41(a) 1978 AUG)

(R 1-3.814-2(a))

R 7-303.28)

R 7-402.30)

R 7-603.20)

(R 7-605.11 (R 7-607.22 (R 7-802.7 (R 7-901.16 (R 7-1702.15 1971 APR)

(R 7-1903.29)

(R7-1909.24)

) (R 7-2102.19) 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 anount 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 subcontrac tor or prospective subcontractor furnished the Contractor cost or pricing data that were not complete, accura te , 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.

. i RS-NMS-85-007 Page 27

. t (End of clause)

(R 7-104.29(a) 1970 JAN)

(R 1-3.814-1(a))

52.215-24 SUSCONTRACTOR COST OR PRICING DATA. (APR 1984)

(a) Before awarding any subcontract expected to exceed $100,000 when entered into, or before pricing any s ubcontract modification involving a pricing i adjustment eepected to exceed $100,000, the Contracter shall reouire 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 comercial items sold in substantial quantities to the general public; or (3) Set by law or regulation.

(b) The Contractor shall require the subcontractor to certify in j substantially the form prescribed in Subsection 15.804-4 of the Federal Acquisition Regulation (FAR) that, to the best of its knowledge and belief, the data subnitted 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 l Contractor shall insert either--

T this clause, inciuding this paragraph (c), if pa ragraph(1)(a)he substance above requires of submission of cost or pricing data for the

subcontract; or (2) The substance of the clause at FAR ' 52.215-25 Subcontractor Cost or l Pricing Data--Modifications.

(End of clause)

(R 7-104.42(a) 1970 JAN)

(R1-3.814-3(a))

52.215-30 FACILITIES CAPITAL COST OF MONEY. (APR 1984)

, (a) Facilities capital cost of money will be an allowable cost under the i contemplated contract, but only if the prospective contractor elects to claim it below. If the prospective contractor. elects to claim this cost, the Waiver of

Facilities Capital Cost of Money will be excluded from the contract. If the prospective contractor does not elect to claim this cost, the contract will t

include the Waiver of Facilities Capital Cost of Money.

! (b) By including an item of proposed allowable cost in response to the l solicitation, the prospective contractor will be deemed to have elected to claim facilities capital cost of money (End of clause)

(NM) 52.215-31 WAIVER OF FACILITIES CAPITAL COST OF MONEY. (APR 1984)

If the Contractor did not include facilities capital cost of money as a proposed alloweble cost, it shall be deemend that the Contractor waived the right to claim it under this contract.

(End of clause)

! (AV 0 Fit Policy Letter 80-7 1980 OCT)

RS-NMS-85-007 Page 28 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 fom and reasonable detail as the representative

, may require, an invoice or voucher supported by a statement of the claimed this contract.

allowable cost for costs.

(b) Reimbursing perfoming(1) For the purpose of reirbursing allowable costs (except as provided in subparagraph (2) below, with respect to pension, deferred pro'it sharing, and employee stock ownership plan contributions), the term

" costs" includes only--

1 (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 perfomance in the ordinary course of business, cests incurred, but not necessarily paid, for--

(A) Materials issued from the Contractor's inventory and f

placed in the production process for use on the contract; (B) Direct labor; C) Direct travel; 4

D) Other direct in-house costs; and E) Properly allocable and allowable indirect costs, as shown in the records 5.ain'.ained by the Contractor for purposes of obtaining reimbursement under Government contracts; and (iii) The amount of progress payments that have been paid to the Contractor's subcontractors under similar cost standards.

1 (2) Contractor contributions to any pension, profit-sharing, or employee stock ownership plan funds that are paid quarterly or more often may be included in indirect costs for payment pur ws; provided, that the Contractor pays the contribution to the fund within 30 days after the close of the period covered.

Payments made 30 days or more after the close of a period shall not be included until the Contractor actually makes the payment. Accrued costs for such contributions that are paid less often than quarterly shall be excluded from indirect costs for payment purposes until the Contractor actually makes the payment.

(3) Notwithstanding the audit and adjustment of invoices or vouchers under paragraph (g) below, allowable indirect costs under this contract shall be obtained b applying indirect cost rates established in accordance with paragraph (yd) below.

(4) Any statements in specifications or other documents incorporated in this contract by reference designating performance of services or furnishing of materials at the Contractor's expense or at no cost to the Government shall be disregarded for purposes of cost-reimbursement under this clause.

! (c) Small business concerns. A small business concern may be paid more often than every 2 weeks and may invoice and be paid for recorded costs for j iters or services purchased directly for the contract, even though the concern has not yet paid for those items or services.

(d) Final indirect cost rates. (1) Final annual indirect cost rates and the I appropriate bases shall be established in accordance with Subpart 42.7 of the l- ._ ___ , __ __ _ _ _ -

1  ;

i i

) RS-NMS-85-007

, Page 29 ,

1 Federal Acquisition Regulation (FAR) in effect for the period covered by the r f indirect cost rate proposal. t

! (2) The Contractor shall, within 90 days af ter the expiration of each of its fiscal years, or by a later date approved by the Contracting Officer, submit a to the cognizant Contracting Officer responsible for negotiating its final i indirect cost rates and, if required by agency procedures, to the. cognizant audit activity proposed final indirect cost rates for that period and supporting l cost data specifying the contract and/or subcontract to which the rates apply.

l The proposed rates shall be based on the Contractor's actual cost experience for ,

j that period. The appropriate Government representative and Contractor shall '

I establish the final indirect cost rates as promptly as practical after receipt of the Contractor's proposal.

l (3) The Contractor and the appropriate Government representative shall

indirect cost rates.

A execute The a written understanding understanding shall specify (setting forth the final 1) the agreed-upon final annu rates, (ii) the bases to which the rates apply, (iii) the periods for which the rates apply, (iv) any specific indirect cost items treated as direct costs in j

the settlement, and (v) the affected contract and/or subcontract, identifying ary with advance agreements or special terms and the applicable rates. The understanding shall not change any monetary ceiling, contract obligation, or

! specific cost allowance or disallowance provided for in this contract. The 1 understanding is incorporated into this contract upon execution.

(4) Failure by the parties to agree on a final annual indirect cost rate j

shall be a dispute within the meaning of the Disputes clause. t (e) Billing rates. Until final annual indirect cost rates are established for any period, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (the

! cognizant auditor), subject to adjustment when the final rates are established. i i 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) Quick-closecut procedures. When the Contractor and Contracting 0fficer

! agree, the quick-closecut procedures of Subpart 42.7 of the FAR may be used.

l (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 i

audited. Any payment may be (1) reduced by amounts found by the Contracting j Officer not to constitute allowable costs or (2) adjusted for prior overpayments j or underpayments.

{

(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) l from tne completion date. Upon approval of that invoice or voucher, and upon j the Contractor's compliance with all terins 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, j 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 i amounts are properly allocable to costs for which the Contractor has been I reinbursed by the Government. Reasonable expenses incurred by the Contractor i for securing refunds, rebates, credits, or other amounts shall be allowable l costs if approved by the Contracting Officer. Before final payment under this i e

" ' " * - * " * ' ' ' " - - " " - ~ ' - - - -

~-r-' "* " #

RS-NMS-85-007 Page 30 contract, the Contractor and each assignee whose assignment is in effect at the time of final payment shall execute and deliver--

(i) An assignment to the Government, in fonn 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 amounts when the exact amounts are not known; (B) Claims (including reasonable incidental expenses) based upon liabilities of the Contractor to third parties arising out of the perfornance 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 centract, excluding, however, any expenses arising from the Contractor's indemnification of the Government against patent liability.

(End of clause)

(R 7-203.4(a) 1978 SEP)

(R 7-203.4(b) 1979 MAR)

(R7-203.4(c)(4)(iv))

(R 7-402.3(a) and (c)(5)(iii)

(R 7-605.5)

(R7-1909.4)

(R1-7.202-4)

(R 1-7.203-9)

(R 1-3.704-1 and -2)

(R 1-7.402-3(a) and (b)(1) and (3))

(R 1-7.403-9) 52.216-8 FIXE 0 FEE. (APR 1984)

(a) The Government shall pay the Contractor for perfcnning this contract the i~

fixed fee specified in the Schedule.

(b) Payment of the fixed fee shall be made as specified in the ' Schedule; provided, that after payment of 85 percent of the fixed fee, the Contracting j 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.

(Endofclause)

(R 7-203.4(a) 1978 SEP) i (R7-203.4(c)(9))

(R 7-402.3(a) and (c)(7))

(R 7-1909.4) l (R 1-7.202-4)

(R 1-7.402-3(a) and (b)(5))

. o .

RS-NMS-85-007 Page 31 1

52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL DISADVANTAGED BUSINESS CONCERNS. (APR 1984)

I (a) It is the policy of the United States that small business concerns and I small business concerns owned and controlled by socially and economically i

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 consistent with efficient contract i 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 detemine the extent of the Contractor's compliance with this clause.

l (c) As used in this contract, the tem "small business concern" shall mean a i small business as _ defined pursuant to section 3 of the Small Business Act and

, relevant regulations promulgated pursuant thereto. The term "small business concern owned and controlled by socially and economically disadvantaged individuals" shall mean a small business concern--

l (1) Which is at least 51 percent owned by one or more socially and i economically disadvantaged individuals; or, in the case of any publicly owned business, at least 51 per centum of the stock of which is owned by one or more

]'

socially (and economically disadvantaged individuals; and2) Whose managem or more of such individuals, t

The Contractor shall presume that socially and economically disadvantaged j individuals include Black Americans, Hispanic Americans , Native Americans ,

, Asian-Pacific Arericans, Asian-Indian Americant and other minorities, or any

{ other individual found to be disadvantaged by the Administration pursuant to i section 8(a) of the Small Business Act.

l (d) Contractors acting in good faith may rely on written representations by

their subcontractors regarding their status as either a small business concern i

or a small business concern owned and controlled by socially and economically I

disadvantaged individuals.

(End of clause) 4 (R 7-104.14(a) 1980 AUG)

! (V FPR Temp. Reg. 50 1979 JUN and its j Supplement 2 1980 MAY) i

! 52.219-9 SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS SUBCUNTRACTING j PLAN. (APR 1984)

! (a) This clause does not apply to small business concerns.

l (b) " Commercial product," as used in this clause, means a product in regular j production that is sold in substantial quantities to the general public and/or i industry at established catalog or market- prices. It also means a product which, in the opinion of the Contracting Officer, differs only insignificant 1y

from the Contractor's connercial product.

I

' " Subcontract," as used in this clause, means any agreement (other than one involving an employer-employee relationship) entered into by a Federal

Government. prime Contractor or subcontractor calling for supplies or services required for perfomance of the centract or subcontract.

i (c) The offeror, upon request by the Contracting Officer, shall submit and negotiate a subcontracting plan, where applicable, which addresses separately subcontracting with small business concerns and small disadvantaged business l-

RS-NMS-85-007 Page 32 concerns and which shall be included in and made a part of the resultant contract. The subcontracting plan shall be negotiated within the time specified by the Contracting Officer. Failure to submit and negotiate the subcontracting plan shall make the offeror ineligible for award of a contract.

(d) The offeror's subcontracting plan shall include the following:

(1) Goals, expressed in terms of percentages of total planned subcentracting dolla rs , for the use of small business concerns and small disadvantaged business concerm as subcontractors. The offeror shall include all subcontracts that contribute to contract perfomance, and may include a proportionate share of products and services that are nomally allocated as indirect costs.

(2) A statement of--

(1) Total dollars planned to be subcontracted; (ii) Total dollars planned to be subcontracted to small business concerns; and (iii) Total dollars planned to be subcontracted to small disadvantaged business concerns.

(3) A description of the principal types of supplies and services to be i

subcontracted, and an identification of the types planned for subcontracting to (1) small business concerns and (ii) small disadvantaged business concerns.

! (4) A description of the method used to develop the subcontracting goals in (1) above.

, (5) A description of the method used to identify potential sources for solicitation purposes Automated Source System ( e .g(. , existing PASS) of thecompany source lists, Small Business the Procurement Administration, the j

National Minority Purchasing Council Vendor Information Service, the Research and Infomation Division of the Minority Business Development Agency in the Department of Conenerce, or small and small disadvantaged business concerns trade associations).

(6) A statement as to whether or not the offeror included indirect costs in establishing subcontracting goals, and a description of the method used to detemine the proportionate share of indirect costs to' be incurred with (1) small business concerns and (ii) small disadvantaged business concerns.

(7) The name of the individual employed by the offeror who will administer the offeror's subcontracting program, and a description of the duties of the individual.

(8) A description of the efforts the offeror will make to assure that t

small business concerns and small disadvantaged business concerns have an equitable opportunity to compete for subcontracts.

(9) Assurances that the offeror will include the clause in this contract entitled " Utilization of Small Business Concerns and Small Disadvantaged Business Concerns" in all subcontracts that offer further subcontracting opportunities, and that the offeror will require all subcontractors (except small business concerns) who receive subcontracts in' excess of $500,000 ($1,000,000 for construction of any public facility), to adopt a plan similar to the plan agreed to by the offeror.

(10) Assurances that the offeror will (1) cooperate in any studies or surveys as may be required. (ii) submit periodic reports in order to allow the Government to detemine the extent of compliance by the offeror with the subcontracting plan, (iii) submit Standard Form (SF) 294, Subcontracting Report for Individual Contracts, and/or 'SF 295, Sunenary Subcontract Report, in accordance with the instructions on the forms, and (iv) ensure that its subcontractors agree to submit Standard Foms 294 and 295.

RS-NMS-85-007 Page 33 (11) A recitation of the types of records the offeror will maintain to demonstrate procedures that have been adopted to comply with the requirements and goals in the plan, including establishing source lists; and a description of its efforts to locate small and small disadvantaged business concerns and award subcontracts to them. The records shall include at least the following (on a plant-wide or company-wide basis, unless otherwise indicated):

(i) Source lists, guides, and other data that identify small and small disadvantaged business concerns.

(ii) Organizations contacted in an attempt to locate sources that are small or small disadvantaged business concerns.

(iii) Records on each subcontract solicitation resulting in an award of more than $100,000, indicatin (A) whether small business concerns were solicited and if not, why not, (B) gwhether small disadvantaged business concerns were solicited and if not, why not, and (C) if applicable, the reason award was not made to a small business concern.

(iv) Records of any outreach efforts to contact (A) trade associations, (B) business development organizations, and (C) conferences and trade fairs to locate small and small disadvantaged business sources.

(v) Records of internal guidance and encouragement provided to buyers through (A) workshops, seminars, training, etc., and (B) monitoring perfomance to evaluate compliance with the programs's rergirements.

(vi) On a contract-by-contract basis, records to support award data

' submitted by the offeror to the Government, including the name, address, and business size of each subcontractor. Contractors having company or division-wide annual plans need not comply with this requirement.

(e) In order to effectively implement this plan to the extent consistent with efficient contract perfomance, the Contracter shall perfortn the following functions:

(1) Assist small business and small disadvantaged business concerns by arranging solicitations, time for the preparation of bids, quantities, specifications, and delivery schedules so as to facilitate the participation by such concerns. Where the Contractor's lists of potential small business and small disadvantaged subcontractors are excessively long reasonable effort shall be made to give all such small business concerns an opp,ortunity to compete over a period of time.

(2) Provide adequate and timely consideration of the potentialities of small business and small disadvantaged business concerns in all "make-or-buy" decisions.

(3) Counsel and discuss subcontracting opportunities with representatives of small and small disadvantaged business firms.

(f) A master subcontracting plan on a plant or division-wide basis which contains all the elements required by (d) above, except goals, may be incorporated by reference as a part of the subcontracting plan required of the offeror by this clause; provided, (1) the master plan has been approved (2) the i

offeror provides copies of the approved master plan and evidence of its approval to the Contracting Officer, and (3) goals and any deviations from the master plan deemed necessary by the Contracting Officer to satisfy the requirements of this contract are set forth in the individual subcontracting plan.

(g) (1) If a comercial product is offered, the subcontracting plan required by this clause may relate to the offeror's production generally, for both commercial and nonconsnercial products, rather than solely to the Government contract. In these cases, the offeror shall, with the concurrence of the Contracting Officer, submit one company-wide or division-wide annual plan.

RS-NMS-85-007 Page 34 (2) The annual plan shall be reviewed for approval by the agency awarding the of feror its first prime contract requiring a subcontracting plan during the fiscal year, or by an agency satisfactory to the Contracting Officer.

(3) The approved plan shall remain in effect during the offeror's fiscal year for all of the offeror's commercial products.

(h) Prior compliance of the offeror with other such subcontracting plans under previous contracts will be considered by the Contracting Of ficer in

determining the responsibility of the offeror for award of the contract.

(i) The failure of the Contractor or subcontractor to comply in good faith with (1) the clause of this contract entitled " Utilization of Small Business Concerns and Small Disadvantaged Business Concerns," or (2) an approved plan required by this clause, shall be a material breach of the contract.

(End of clause)

(R 7-104.14(b) 1980 AUG)

(R 7-104.14(c) 1980 AUG)

(R FPR Temp. Reg. 50 1979 JUN and its Supplement 2 1980 MAY) 52.219-13 UTILIZATION OF WOMEN-0WNED SMALL BUSINESSES. (APE 1984)

(a) " Women-owned small businesses," as used in this clause, neans businesses 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 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 wonen-owned small businesses shall have the maximum practicable op contracts awarded by any Federal agency.portunity to participate in performing (c) The Contractor agrees to use its best efforts to give women-owned small businesses the maximum practicable opportunity to participate in the subcontracts it awards to the fullest extent consistent with the efficient perfonnance of its contract.

(End of clause)

(7-104.52 1980 AUG)

(FPR Temp. Reg. 54 1980 MAY) 52.220-1 PREFERENCE FOR LABOR SURPLUS AREA CONCERNS. (APR 1984)

(a) This acquisition is not a set aside for labor surplus area (LSA) concerns . However, the offeror's status as such a concern may affect (1) entitlement to award in case of tie offers or (2) offer evaluation in accordance with the Buy Ar:erican Act clause of this solicitation. In order to determine

• whether the offeror is entitled to a preference under (1) or (2) above, the offeror must identify, below, the LSA in w u ch the costs to be incurred on account of manufacturing or production (by the offeror or the first- tier subcontractors) amount to more than 50 percent of the contract price.

(b) Failure to identify the locations as specified above will preclude consideration of the offeror as an LSA concern. If the offeror is awarded a

RS-NMS-85-007 Page 35 contract as an LSA concern and would not have otherwise qualified for award, the offeror shall perform the contract or cause the contract to be perfomed in accordance with the obligations of an LSA concern.

(End of clause)

(R 7-2003.13 1978 JUN) 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 Part 13 of the Federal Acquisition Regulation.

(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 can be done consistent with the efficient performance of the contract and at prices no higher than are obtainable elsewhere. The Contractor agrees to use its best efforts to place subcontracts in 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 shall observe the following order of preference in awarding subcontracts: (1) small business concerns that are LSA concerns, (2) other small busine'ss 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 together with its first-tier subcontractors will perfom substantially in labor surplus areas. Performance is substantially in labor surplus areas if the costs 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.

(End of clause)

(R1-1.805-3(a))

(R 7-104.20(a) 1981 May) 52.222-1 NOTICE TO THE GOVERhMENT 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 timely perfomance of this contract, the Contractor shall imediately give notice, including all relevant information, to the Contracting Officer.

(b) The Contractor agrees to insert the substance of this clause, including this paragraph (b), in any subcontract to which a labor dispute may delay the timely performance of this contract; except that each subcontract shall provide that in the event its timely perfomance is delayed or threatened by delay by any actual or potential labor dispute, the subcontractor shall imedia tely notify the next higher tier subcontractor or the prime Contractor, as the case may be, of all relevant infomation (End ofconcerning)the clause dispute.

(R 7-203.27 1967 JUN)

(AV 7-104.4 1958 SEP)

(AV 7-603.1 1958 SEP) l

RS-NMS-85-007 Page 36 52.222-2 PAYMENT FOR OVERTIME PREMlUMS. (APR 1984)

(a) The use of overtime is authorized under this contract if the overtime premium cost does not exceed $0. In addition to this dollar ceiling, overtime is pemitted only for work--

(1) Necessa ry to cope with emergencies such as those resulting from accidents, natural disasters, breakdowns of production equipment, or occasional production bottlenecks of a sporadic nature; (2) By indirect-labor employees such as those performing duties in connection with administration, protection, transportation, maintenance, standby plant protection, operation of utilities, or accounting; (3) To perform tests, industrial processes, laboratory procedures, loading or unloading of transportation conveyances, and operations in flight or afloat that are continuous in nature and cannot reasonably be interrupted or completed otherwise; or (4) That will result in lower overall costs to the Government.

(b) Any request for estimated overtime premiums that exceeds the amount specified above shall include all estimated overtime for contract completion and shall--

(1) Identify the work unit; e.g. , department or section in which the requested overtime will be used, together with present workload, staffing, and other data of the affected unit sufficient to pemit the Contracting Officer to evaluate the necessity for the overtime; (2) Denonstrate the effect that denial of the request will have on the contract delivery or perfomance schedule; (3) Identify the extent to which approval of overtime would affect the perfomance or payments in connection with other Government contracts, together with identification of each affected contract; and (4) Provide reasons why the required work cannot be perfomed by using multishift operations or by employing additional personnel.

-(End of clause)

(R 7-203.271967 JUN)

, 52.222-3 CONVICT LABOR. (APR 1984) 4 The Contractor agrees not to employ any person undergoing sentence of imprisonment in perforining this contract except as provided by 18 U.S.C.

4082(c)(2) and Executive Order 11755, December 29,-1973.

(End of clause)

(R 7-104.17 1975 OCT)

(R 7-607.12 1975 0CT)

(R 1-12.204) s' 52.222-26 EQUAL OPPORTUNITY. (APR1984)

(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 information necessary to determine the applicability of this clause.

(b) During perfoming this contract, the Contractor agrees as follows:

I RS-NMS-85-007

- Page 37 (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 af fima tive action to ensure that applicants 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 (viii) selection for training, including apprenticeship.

(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, religion, sex, or national origin.

(5) The Contractor shall send, to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, the notice to be provided by the Contracting Officer advising the labor union or workers' representative of the Contractor's 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 11246, as amended, and the rules, regulations, and orders of the Secretary of Labor.

(7) The Contractor shall furnish to the contracting agency all information reguired by Executive Order 11246, as amended, and by the rules, regulations, and orders of the Secretary of Labor. Standard Fom 100 (EEO-1),

or any successor form, is the prescribed form to be filed within 30 days followino 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 centracting agency or the Office of Federal Contract Compliance Programs (OFCCP) for the purposes of investigation to ascertain the Contractor's compliance with the applicable rules, regulations, and orders.

(9) If the OFCCP determines that the Contractor is not in compliance with this clause or any rule, regulation, or order of the Secretary of Labor, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts, under the procedures authorized in Executive Order 11246, as amended, in addition, sanctions may be imposed and remedies invoked against the Contractor as provided in Executive Order 11246, as arrended, the rules, regulations, and orders of the Secretary of Labor, or as otherwise provided by law.

(10) The Contracter shall include the terms and conditions of subparagraph (b)(1) through (11) of this clause in every subcontract or purchase order that is not exempted by the rules, regulations, or orders of the Secretary of Labor issued under Executive Order 11246, as amended, so that these terms and conditions will be binding upon each subcontractor or vendor.

(11) The Contractor shall take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing these terms and conditions, including sanctions for noncompliance; provided, that if the Contractor becomes involved in, or is threatened with,

! litigation with a subcontractor or vendor as a result of any direction, the Contractor may request the United States to enter into the litigation to protect the interests of the United States.

1

RS-NMS-85-007 Page 38 (c) hetwithstanding any other clause in this contract, disputes relative to this clause will be governed by the procedures in 41 CFR 60-1.1.

(End of clause)

(R 7-103.18 1978 SEP)

(R 1-12.803-2)

(R 7-607.13 1978 SEP) 52.222-35 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA VETERANS (APR 1984)

(a) Definitions.

" Appropriate of fice of the State employment service system," as used in this clause, means the lccal office of the Federal-State national system of public employment offices assigned to serve the area where the employment opening is to be filled, including the District of Columbia, Guam, Puerto Rico, Viroin Islands, American Samoa, and the Trust Territory of the Pacific Islands.

" Openings that the Contractor proposes to fill from within its own organization," as used in this clause, means employment openings for which no

,one outside the Contractor's organization (including any affiliates, subsidiaries, and the parent companies) will be considered and includes any openings that the Contractor proposes to fill from regularly established

" recall" lists.

" Openings that the Contractor proposes to fill under a customary and traditional employer-union hiring arrangement," as used in this clause, means employment openings that the Contractor proposes to fill from union halls, under their customary and traditional employer-union hiring relationship.

" Suitable employment openings," as used in this clause--

(1) Includes, but is not limited to, openings that occur in jobs categorized as--

(i) Production and nonproduction; (ii) Plant and office; (iii) Laborers and mechanics; (iv) Supervisory and nonsupervisory; (v) Technical; and (vi) Executive, administrative, and professional positions compensated on a salary basis of less that $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.

Tt.e Contractor agrees to take affinnative action to employ, advance in employment , and otherwise treat qualified special disabled and Vietnam Era veterans without discrimination based upon their disability or veterans' status in all employment practices such as--

(i) Employment; (ii) Upgrading; (iii) Demotion or transfer;

, (iv) Recruitment; (v) Advertising; (vi) Layoff or termination; I

l

l RS-NMS-85-007 Page 39 l (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.

(c) Listing openings. (1) The Contractor agrees to list all suitable amployment 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 cny Contractor facility, including one not connected with performing this 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 empicyment 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 listing does not require hiring any particular job applicant or hiring from any particular group of job applicants and is not intended to relieve the Contractor from any requirements of. Executive orders or regulations concerning nondiscrimination in employment.

(4) Whenever .ti.. 1 tractor becomes contractually bound to the listing terms of -his clause, it aall advise the State employment service system, in each State where it has establishments, of the name and location of each hiring location in the Stz 'e. As lona as the Contractor is contractually bound to these tems and has so advised the State system, it need not advise the State system of subsequent contracts. The Contractor may advise the, State system when 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 reeds cannot reasonably be supplied, (ii) listing would be contrary to national security, or (iii) the requirement of listing would not be in the Government's interest.

(d) Appl icabili ty. (1) This clause does not apply to the listing of employment openings which occur and are filled outside the 50 states, the District of Columbia, Puerto Rico, Guam, Virgin Islands, American Samoa, and the Trust Territory of the Pacific Islands.

(2) The tems of paragraph (c) above of this clause do not apply to openings that the Contractor proposes to fill from within its own organization or under a customary and traditional employer-union hiring arrangement. This exclusion does not apply to a particular opening once an employer decides to consider applicants outside of its own organization or employer-union arrangement for that opening.

(e) Postings. (1) The Contractor agrees to post employment notices stating (i) the Contractor's obligation under the law to take affirmative action to employ and advance in employment qualified special disabled veterans and veterans of the Vietnam era, 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.

1 RS-NMS-85-007 Page 40 (3) The Contractor shall notify each labor union or representative of l workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of the Act, and is comitted to take affirmative action to employ, and advance in employment, 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, and relevant orders of the Secretary issued pursuant to the Act.

(g) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order of $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 tems, (End ofincluding) clause action for noncompliance.

(R 7-103.27 1976 JUL)

(R FPR Temp. Reg. 39) 52.222-36 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984)

(a) General. (1) Regarding any position for which the employe.e 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 affimative 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; (iii) Demotion or transfer; (iv Recruitment; (v)) Advertising; vi) Layoff or temination; vii) Rates of pay or other foms 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 Rehabilitation Act of 1973 (29 U.S.C. 793) (the Act), as amended.

b) Postings. (1) The Contractor agrees to post employment notices stating (1) (the Contractor's obligation under the law to take affimative 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 fom prescribed by the Director, Office of Federal Contract Compliance Programs, Department of Labor (Director), and provided by or through the Contracting Officer.

(3) The Contractor shall notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the tems 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 requireme: s of this Muse, 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 tems of this clause in

-every subcontract or purchase order in excess of $2,500 unless exempted by

- . , -  ? A-?., . , . , . - , - . - - - - . . . . -

RS-NMS-85-007 Page 41 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)

(R 7-103.28 1976 MAY)

(R FPR Temp. Reg. 38) 52.223-2 CLEAN AIR AND WATER. (APR 1984)

(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 enforceable rules, regulations, guidelines, standards, limitations, orders, controls, prohibitions, work practices, 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 the 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. 7411(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 lirri tation , control, condition, prohibition, standard, or other requirement promulgated under the Water Act or contained in a pemit 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.

" Facility," as used in this clause, means any building, plant, installation, structure, mine, vessel or other floating craft, location, or site of operations, owned, leased, or supervised by a Contractor or subcontractor, used in the performance of a contract or subcontract. When a location or site of operations includes more than one building, plant, installation, or structure, the entire location or site shall be deemed a facility except when the Adninistrator, or a designee, of the Environmental Protection Agency, determines that independent facilities are collocated in one geographical area.

" Water Act," as used in this clause, means Clean Water Act (33 U.S.C.1251 etseq.).

(b) The Contractor agrees--

(1) To comply with all the requirements of section 114 of the Clean Air Act (42 U.S.C. 7414) and section 308 of the Clean Water Act (33 U.S.C. 1318) relating to inspection, monitoring, entry, reports, and 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; l

(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 ,

, \

RS-NMS-85-007 Page 42 Violating Facilities on the date when this contract was awarded unless and until the EPA eliminates the name of the facility from the listing; (3) To use best efforts to comply with clean air standards and clear water standards at the facility in which the contract is being performed; and (4) To insert the substance of this clause into any nonexempt subcontract, including this subparagraph (b)(4).

(End of clause)

(R 7-103.29 1975 0CT)

(R 1-1.2302) 52.227-l' AUTHORIZATION AND CONSENT. (APR 1984)

(a) The Government authorized and consents to all use and manufacture, in performing this contract or any subcontract at any tier, of any invention described in and covered by a United States patent (1) embodied in the structure or composition of any article the delivery of which is accepted by the Government under this contract or (2) used in machinery, tools, or methods whose use necessarily results from compliance by the Contractor or a subcontractor with (i) specifications or written provisions forming a part of this contract or (ii) specific written instructions given by the Contracting Officer directing the manner of performance. 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 subcontract hereunder (including any lower-tier subcontract), ar.d 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 525,000; however, omission of this clause from any subcontract, under or

'over $25,000, does not affect this authorization and consont.

(End of clause)

(R 7-103.22 1961 JAN) 52.228-7 INSURANCE LIAEILITY TO THIRD PERSONS. (APR 1904)

(a) (1) Except as provided in subparagraph (2) immediately following, or in paragraph (h) of this clause (if the clause has a paragraph (h)), the Contractor shall provide and maintain workers' compensation, employer's liability, comprehensive general 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.

(2) The Contractor may, with the approval of the Contracting Officer, maintain a self-insurance program; provided that, with respect to workers' compensation, the Contractor is qualified pursuant to statutory authority.

(3) All insurance required by this paragraph shall be in a 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

RS-NMS-85-007 Page 43 insurance that is maintained by the Contractor in connection with the perfomance 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 (i) 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 negligence of the Contractor or of the Contractor's agents, servants, or employees, and must be represented by final judgments or settlements aoproved in writing by the Government. These liabilities are for--

(i) Loss of or damage to property (other than property owned, occupied, or used by the Contractor, rented to the Contractor, or in the care, 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 implyir.g 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; (2) For which the Contractor has failed to insure or to maintain insurance as required by the Contracting Officer; or (3) That result from willful misconduct or lack of good faith on the part of any of the Contractor's directors, officers, managers, superintendents, or other representatives who have supervision or direction of--

(1) 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 i

I right of the Contractor to be reimbursed for the cost of insurance maintained by the Contractor in connection with the perfomance 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.

l (g) If any suit or . action is filed or any claim is made against the i

Contractor, the cost and expense of which may be reimburscble tc the Contractor l

under this contract, and the risk of which is then uninsured or is insured for less than the amount claimed, the Contractor shall--

(1) Immediately notify the Contracting 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 amount of the l liability claimed exceeds the amount of coverage; and ie (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

RS-NMS-85-007 Page 44 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. (APR 1984)

(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 applied on all other contracts and subcontracts being performed by the Contractor and which contain a Cost Accounting Standards (CAS) clause. If the Contractor has notified the Contracting Of ficer that the Disclosure Statement contains trade secrets and comercial 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 performence 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 submitted 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) (i) Agree to an equitable adjustment as provided in the Changes clause of this contract if the contract cost is affected by a change which, 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 detemine the tems 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, thht no agreement may be made 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

. . l l

l 1

RS-NMS-85-007 l Page 45 l 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 fai? to agree _whether the Contractor or a subcontractor has complied with an applicable CAS, rule, or regulation of the CASB and as to any cost adjustment 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 compliance with the reoufrements 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 shcwn 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 connercial items sold in substantial Quantities to the general public; or (2) Prices set by law or regulation, and except that the requirement shall not apply to negotiated subcontracts otherwise exempt from the requirement to include a CAS clause by reason of 331.30(b) of Title 4, Code of Federal Regulations (4 CFR 331.30(b)).

Note (1): New CAS shall be applicable to both national defense and nondefense CAS-covered contracts upon award of a new national defense .CAS-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 Centractor. However, if a subcontractor has previously submitted its Disclosure Statement to a Government Administmive Centracting Officer (ACO), it may satisfy that requirement by certifying to the Contractor the date of the Statement and the address of the ACO.

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 authorize direct submission of that subcontrac tor's Disclosure Statement to the same Government offices to which the Contractor was required to make submission of its Disclosure Statement. Such authorization shall in no way relieve the Contractor of liability as provided in paragraph (a)(5) of this clause. In view of the foregoing and since the contract may be subject to adjustment under this clause by reason of any failure to comply with rules, regulations, and Standards of the CASB in connection with covered subcontracts, it is expected that the Contractor may 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

RS-NMS-85-007 Page 46 subc~ontractor subject to such indemnification will generally require substantially similar indemnification to be submitted by its subcontractors. l 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 3 this clause.

4 Note (5): The terms defined in 4 CFR 331.20 shall have the same meanings herein. 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 7-104.83(a) 1975 FEB)

(R 1-3.1204-1(a)(1))

(R1-3.1204-2(a))

52.230-4 ADMINISTRATION OF COST ACCOUNTING STANDARDS. (APR 1984)

For the purpose of administering the Cost Accounting Standa rds (CAS) requirements under this contract, the Contractor shall take the steps outlined in (a) through (f) below:

(a) Submit to the cognizant Contracting Officer a description of any accounting cnange, the potential impact of the change on contracts containing a CAS clause, and if not obviously innaterial, 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., firn-fixed-price, 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 Administration, Army, Navy, Air Force, other Department of Defense, other Government) as follows:

1 (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.

4

' (2) For any change in cost accounting practices proposed in accordance i with (a)(3)parag(raph (a)(4)(ii) or a)(5) of the or (a)(4)(iii)

Disclosure of the CAS and Consistency of clause or with paragraph Cost Accounting Practices clause, not less than 60 days (or such other date as may'be mutually agreed to) before the effective date of the proposed change.

(3) For any failure to comply with an applicable CAS or to follow a 1 disclosed practice as contemplated by paragraph (a)(5) of the CAS clause or by paragraph (a)(4) of the Disclosure and Consistency of Cost Accounting Practices clause, within 60 days (or such other date as may be mutually agreed to) after the date of agreement of noncompliance by the Contractor.

(b) Submit a cost impact proposal in the form and manner specified by the cognizant Contracting Officer within 60 days (or such other date as may be

! mutually agreed to) after the date of determination of the adequacy and compliance of a change submitted pursuant to (a) above. If the above proposal

O

• RS-PMS-85-007 Page 47 is not submitted within the specified time, or any extension granted by the t

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 Officer.provided in the form and manner specified by the cognizant Contracting (c) Agree to appropriate contract and subcontract amendments to reflect edjustments established in accordance with paragraphs (a)(4) and (a)(5) of the CAS clause or dth 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 af ter award of the subcontract, submit the following information to the Contractor's ccgnizant contract administration office for transmittal to the contract administration office cognizant of the subcontractor's facility: '

(i) Subcontractor's name and subcontract number.

(ii) Dollar amount and date of award.

(iii) Name of Contractor making the award.

(iv) Any changes the subcontractor has made or proposes to make to accounting practices that affect prime contracts or subcontracts containing the CAS clause or Disclosure and Consistency of Cost Accounting Practices clause, unless t0ese 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.

(Endofclause)

(R 7-104.83(b) 1977 OCT)

(R 1-3.1204-1(b))

52.232-17 INTEREST. (APR 1984)

(a) Notwithstanding any other clause of this contract, all amounts that become payable by the Contractor to the Government under this contract (net of any applicable tax credit under the Internal Revenue Code (26 U.S.C. 1481))

shall bear simple interest from the date due until paid unless paid within 30 days of Decoming 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 appliceble to the period in which the amount becomes due, as provided in paragraph (b) of this clause, and then at the rate cpplicable for each six-month period as fixed by the Secretary until the amount is paid.

(b) Amounts shall be due at the earliest of the following dates:

RS-NMS-85-007 Page 43 (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 4

' 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 confirmed by contract modification.

(c) "The interest charge made under this clause may be reduced under the Jrocedures 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) 52.232-22 LIMITATION OF FUNDS. (APR 1984)

(a) The parties estimate that perfomance 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 perfom 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 share of the cost if this is a cost-sharing contract, and ' the period of perfomance it is estimated the allotted amount will cover. The parties contemplate that the Government will allot additional funds incrementally to the 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, work on the contract up to the point at which the total amount paid and payable by the Government under the contract arproximates 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 required to continue performance for the period specified in the Schedule.

. o RS-NMS-85-007 Page49 (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, i f a ny , required to continue timely performance 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 allow it to continue to discharge its obligations beyond that date, it may specify a later date in its request, and the Contracting Officer may terminate 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 contract; and in excess of the total amount allotted by the Government to this (2) The Contractor is not obligated to continue performance under this a

contract (including actions under the Termination clause of this contract) or otherwise incur costs in excess of (i) 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 share, 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 formula specified in the Schedule.

(h) No notice, comunication, 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.

(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 this in is excess of (1) the amount previously allotted by the Governmert or, (2) if 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 afterward, unless the Contracting i Officer issues a termination or other notice and directs that the increase is solely to cover termination or other specified expenses.

i (j) Change orders shall not be considered an authorization to exceed the amount allotted by the Governme.nt 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 terminate this contract. If this contract is terminated, the Government and the

RS-NMS-85-007 Page 50 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 equallir.g the percentage of completion of the work contemplated by this contract.

(End of clause)

(R 7-203.3(b) 1966 0CT)

(R 7-402.2(c) & (d) 1966 0CT)

(R 1-7.202-3(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 reassignnent may be made to one party as agent or trustee for two or more parties participating in the financing of this contract.

(c) The Contractor shall not furnish or disclose to any assignee under this contract any classified document (including this contract) or information related to work under this contract until the Contracting Officer authorizes such action in writing.

(End of clause)

(R 7-103.8 1962 FEB; R 1-30.703 1976 MAY)

R 7-602.8 1976 OCT R 7-607.6 1976 OCT 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).

(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 terms, 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 l 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, 1 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

RS-NMS-85-007 Page 51 requirements of this clause, lf it is disputed either as to liability or amount or is not acted upon in a reason 0ble time.

(d) (1) A claim by the Contractor shall be made in writing and submitted to the Contracting Officer for a written decision. A clain 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) (i) If the Contractor is an individual, the certification shall be executed by that individual.

(ii) If the Contractor is not an individual, the certification shall be executed by--

(A) A senior company official in charge at the Contractor's plant or location involved; or (B) An officer or general partner of the Contractor having overall responsibility for the conduct of the Contractor's affairs.

(e) For Contractor claims of $50,000 or less, the Contracting Officer must, the request. in writing by the Contractor, render a decision within 60 days of if requested For Contractor-certified claims over $50,000, the Contracting Officer must, 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 Treasury Secretary during the pendency of the claim.

(h) The Contractor shall proceed diligently with perfomance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Centracting Officer.

(End of clause)

(R 7-103.12 1980 JUN)

.(R FPR Temporary Regulation 55-II 1980 JUN) 52.242-1 NOTICE OF INTENT TO DISALLOW COSTS. (APR1984)

(a) Notwithstanding 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 terms; the contract this 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 justification for allowance of the costs. If the Contractor does respond within 60 days, the

RS-NMS-85-007 Page 52 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 Notice of Intent to Disallow Costs clause shall not affect the Government's rights to take exception to incurred costs.

(End of clause)

(R 7-203.35 1978 AUG)

'  ?

PRODUCTION PROGRESS REPORTS. (APR 1984)

(a) The Contractor ~ nare and submit to the Contractina ,,, e production progress reports speci contra (b) During any delay in furni vu encress report required under this contract + ing Officer may withhold ,

+ an amount n , , u0 or 5 percent of the amount of this contract, w i .

s.-

(End of clause)

(R 7-104.51 1971 APR) 52.243-2 CHANGES--COST-REIMBURSEMENT. (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 contract in any one or more of the following:

(1) Description of services to be perfomed.

(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 causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the work under this contract, whether or not changed by the order, or otherwise affects any other terms 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 tems and shall modify the contract accordingly.

(c) The Contracter 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 terms 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 perfonnance 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.

RS-NMS-85-007 Page 53 Until this modification is made, the Contractor shall not be obligated to continue performance or incur costs beyond the point established in .the i limitation of Cost or Limitation of Funds clause of this contract.

1 (End of clause) j (R 7-203.2 1967 APR) 1 (R l-7.202-2)

(R 7-1909.2 1971 NOV) 52.244-2 SUBCONTRACTS UNDER COST-RE!MBURSEMENT AND LETTER CONTRACTS.  !

(APR 1984)

(a) " Subcontract," as used in this clause, includes but is not limited to purchase orders, and changes and modifications to purchase orders. The ,

i Contractor shall notify the Contracting Officer reasonably in advance of entering into any subcontract if--

(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 experimental, developmental, or research work as one of its purposes; or i

(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.

i (b) (1) In the case of a proposed subcontract that (1) is of the cost-I reimbursement, time-and-materials, or labor-hour type and is estimated to exceed 1 510,000, including any fee, (ii) is proposed to exceed $100,000, or (iii) is one j

of a number of subcontracts with a single subcontractor, under this contract, 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 information specified in subparagraph (2) below.

(2) 1) 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 of why and how the proposed subcontractor was selected, including 7 the competition obtained.

j  !

(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.

l

.(vi) The subcontractor'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 i 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 determining the price objective i and in negotiating the final price; '

RS-NMS-85-007 Page 54 (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 dif ference betweer. 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 performance element, management decisions used to cuantify each incentive element, reasons for the incentives, and a sumary of all trade-off possibilities considered.

(c) The Contractor shall obtain the Contracting Of ficer's written consent before placin paragraph (a)gabove.

any subcontract for which However, the advance Contracting notification Officer is requred may ratify under in writing any such subcontract. Ratification shall constitute the consent of the Contracting Officer.

(d) If the Contractor has an' approved purchasing system and the subcontract is within the scope of such approval, the Contractor may enter into the subcontracts described in subparagraphs (a)(1) and (a)(2) above without the consent of the Contracting Officer, unless this contract is for the acouisition of major systems, subsystems, or their components. -

(e) Even if the Contractor'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 deterinination (1) of the acceptability of any subcontract terms or conditions, (2) of the allowability of any cost under this contract, or (3) to relieve the Contractor of any responsibility for perfoming this contract.

(g) No subcontract placed under this contract shall provide for paynent on a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in subsection 16.301-4 of the Federal Acquisition Regulation (FAP).

(h) The Contractor shall give the Contracting Of ficer imrediate written notice of any action or suf t filed and prompt notice of any clair made against the Contractor by any subcontractor or vendor that, in the opinion of the Contractor, may result in litigation related in any way to this contract, with respect to which the Contractor may be entitled tc reimburserent from the Government.

(1) (1) The Contractor shall insert in each price redetemination or incentive price revision subcontract under this contract the substance of the paragraph " Quarterly limitation on payments statement" of the clause at $2.216-5 Price Redetemination- Prospective, 52.216 6, Price Redetemination--

Retroactive, 52.216-16, Incentive Price Revision -Firm Target, 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 include in each cost-reimbursement subcontract under this contract a requirerent that the subcontractor insert the substance of the appropriate modified subparagraph

, referred to in subparagraph (1) above in each lower tier price redetemination or incentive price revision subcontract under that subcontract.

. -- . - . .- . . - -__ - - - - .- _ ~ - _ - - - - - - - - . _ - .__~

RS-NMS-85-007 Page 55 l

(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 conformity with the standards for customary progress payments stated in FAR 1 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 i

considered a handicap or adverse factor in the award of subcontracts.

(k) The Government reserves the right to review the Contractor's purchasing system as set forth in FAR Subpart 44.3.

(End of clause)

(R 7-203.8(a) and (b) 1982 DEC)

(R 7-402.8(a) and (b) 1982 DEC)

R 7-605.23  !

I(R7-702.33) J '

I!R7-703.25)

I ;R 7-1703.5 I ;R7-1909.7j)

I;R 1-7.202-8) 4 (R 17.402-8(a) and (c)) ,

(R 7-702.33 1977 APR)

(R 7-703.25 1977 APR) i i 52.244-5 COMPETITION IN SUBCONTRACTING. (APR1984) i i The Contractor shall select subcontractors (including suppliers) on a '

q competitive basis to the maximum practical extent consistent with the objectives

{ and requirements of the contract.

(End of clause) 1 I

(V 7 104.40 1962 APR)

(V l-7.202-30)

I

(;V7-303.27 V 7-402.29 4 I;V7-603.18' I Y 7-605.37 L,V 7-702.50 4

(V7-703.43 I V 7-704.35 .

l I V 7-1703.5 -

(,V7-1903.28) '

(V 7-1909.23) 52.246-25 LIMITATION"0F LIABILITY--SERVICES. (APR1984)

(a) Except as provided in paragraphs (b) and (c) below, and except to the 4

extent that the Contractor is expressly responsible under this contract for deficiencies in the services required to be performed under it (including any i materials furnished in conjunction with those services), the Contractor shall i

not be liable for loss of or damage to property of the Government that (1)

! occurs after Government acceptance of services performed under this contract and 5

(2) results from any defects or deficiencies in the services performed or materials furnished.

(b) The limitation of liability under paragraph (a) above shall not apply when a defect or deficiency in, or the Government's acceptance of, services performed or materials furnished results from willful misconduct or lack o' good

RS-NMS-85-007 Page 56 faith on the part of any of the Contractor's managerial personnel . The teer

" Contractor's managerial personnel," as used in this clause, means tee Contractor's directors, officers, and any of the Contractor's canagers, superintendents, or equivalent representatives who have supervision or airectun of--

(1) All or substantially all of the Contractor's business; (2) All or substantially all of the Centractor's operations at any cre plant, laboratory, or separate location at which the contract is beirg performed; or (3) A separate and corplete major industrial operrtion connected wi9 the performance of this contract.

(c) If the Contractor carries insurance, or has established a reserve (cr self-insurance, covering liability for loss or damage suffered by the Government through the Contractor's performance of services or furnishing of materials under this contract, the Contractor shall be liable to the Government, to the extent of such insurance or reserve, for loss of or damage to property of the Government occurring after Government acceptance of, and resultinq from ary defects and deficiencies in, services perfortned or naterials furnished under this contract.

(d) The Contractor shall include this clause, including this paragraph (d),

supplemented as necessary to reflect the relationship of the contracting parties, in all subcontracts over $25,000.

(End of clause)

(R 7-1912 1974 APR) 52.247-63 PREFERENCE FOR U.S.-FLAG AIR CARRIERS. (APR 1984)

(a) " International air transportatien." as used in this clause, mea s transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States.

" United States," as used in this clause, means the 50 States, the District of Columbia, the Connonwealth of Puerto Rico, and possessions of the United States.

"U.S.-flag air carrier," as used 1.n this clause, means an air carrier holding a certificate under section 401 of the Federal Aviation Act of 1958 (49 U.S.C. 1371).

(b) Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 1517) (Fly America Act) requires that all Federal agencies and Government contractors and subcontractors use U.S.-flag air carriers for U.S. Government-financed international air transportation cf personnel (and their personal effects) or property, to the extent that service by those carriers is available. It requires the Comptroller General of the United States, in the absence of sa tisfactory proof of the necessity for foreign-flag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for international air transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services.

(c) The Contractor agrees, in performing work under this centract, to use U.S.-flag air carriers for international air transportation of personnel (and their personal effects) or property to the extent that service by those carriers is available.

(d) In the event that the Contractor selects a carrier other than a U.S.-

i flag air carrier for international air transportation, the contractor shall

RS-NMS-85-007 Page 57 include a certification on vouchers involving such transportation essentially as follows:

CERTIFICATION OF UNAVAILABILITY OF U.S.-FLAG AIR CARRIERS I hereby certify that international air transportation of persons (and their personal effects) or property by U.S.-flag air carrier was not available or it .

was necessary to use foreign-flag air carrier service for the following reasons (see section 47.403 of the Federal Acquisition Regulation): (State reasons]:

............................g.g. g.g . . .

(e) The Contractor shall include the substance of this clause, including I tnis paragraph (e), in each subcontract or purchase under this contract that may involve international air transportation. ,

(End of clause)

(R 7-104.95 1979 NOV)

(R l-1.323-2) 52.249-6 TERMINATION (COST-REIMBURSEMENT). (APR 1984)

(a) The Government may teminate perfomance of work under this contract in i

whole or, from time to time, in part, if--

(1) The Contracting Of ficer determines that a termination is in the Government's interest; or (2) The Contractor defaults in perfoming this contract and fails to cure the def ault within 10 days (unless extended by the Contracting Officer) after receiving a notice specifying the default. " Default" includes failure to make progress in the work so as to endanger perfomance.

(b) The dontracting Officer shall teminate by delivering to the Contractor a Notice of Temination specifying whether termination is for default of the Contractor or for convenience of the Government, the extent of termination, and the effective date. If, af ter termination for default, it is determined that

.the Contractor was not in default or that the Contractor's failure to perfom or to make progress in performance is due to causes beyond the control and without i

the fault or negligence of the Contractor as set forth in the Excusable Delays 1

clause, the rights and obligations of the parties will be the same as if the termination was for the convenience of the Government.

(c) Af ter receipt of a Notice of Termination, and except as directed by the Contracting Officer, the Contractor shall imediately proceed with the following obligations, regardless of any delay in determining or edjusting any amounts due under this clause:

(1)Stopworkasspecifiedinthenotice.

(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) Terminate all subcontracts to the extent they relate to the work 4 terminated.

(4) Assign to the Government, as directed by the Contracting Of ficer, all right, title, and interest of the Contractor under the subcontracts terminated, in which case the Government shall have the right to settle or to pay any termination settlement proposal arising out of those terminations.

(5) With approval or ratification to the extent required by the Contracting Officer, settle all outstanding liabilities and termination settlement proposals arising from the temination of subcontracts, the cost of which would be reimbursable .in whole or in part, under this contract; approval or ratification will be final for purposes of this clause.

RS-NMS-85-007 Page 58 (6) Transfer title (if not already transferred) and, as directed by th; Contractino Officer, deliver to the Government (1) the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or ecquired for the work terminated. (ii) the completed or partially completed plans, drawings, information, and other property that , if the contract had been completed, would be required to be furnished to the Government, and (iii) the jigs, dies, fixtures, and other special tools and tooling acquired or manuf actured for this contract, the cost of which the Contractor has been or will be reimbursed under this contract.

(7) Complete performance of the work not terminated.

(8) Take any action that may be necessa ry , or that the Contracting Of ficer may direct, for the protection and preservation of the property related to this contract that is in the possession of the Contractor and in which the Government has or may acquire an interest.

(9) Use its best efforts to sell, as directed or authorized by the Contracting Officer, any property of the types referred to in subparagraph (6) above; provided, hcwever, that the Contractor (i) is not required to extend credit to any purchaser and (ii) may acquire the property under the concitions prescribed by, and at prices approved by, the Contracting Of ficer. The proceeds of any transfer or disposition will be applied to reduce any payecnts to be made by the Government under this contract, credited to the price or cost of the work, or paid in any other manner directed by the Contracting Officer.

(d) Af ter expiration of the plant clearance period as defined in Subpart 45.6 of the Federal Acquisition Regulation, the Contractor may submit to the Contracting Officer a list, certified as to quantity and quality, of temination inventory not previously disposed of, excluding items authorized for disposition by the Contracting Officer. The Contractor may request the Government to remove those items or enter into an agreement for their storage. Within 15 days, the Government will accept the items and remove them or enter into a storage agreement. The Contracting Officer may verify the list upon removal of the items, or if stored, within 45 days from submission of the list, and, shall correct the list, as necessary, before final settlement.

(e) After temination, the Contractor shall submit a final terminatier settlement proposal to the Contracting Officer in the fom and with the certification prescribed by the Contracting Officer. The Contractor shall submit the proposal promptly, but no later than 1 yea'r from the effective date of temination, unless extended in writing by the Contracting Officer upon written request of the Contractor within this 1-year period. However, if the Contracting Officer determines that the facts justify it, a termination settlement proposal may be received and acted on af ter 1 year or any extension.

If the Contractor fails to submit the proposal within the time allowed, the Contracting Officer may determine, on the basis of infomation available, the amount, if any, due the Contractor because of the termination and shall pay the amount determined.

(f) Subject to paragraph (e) above, the Contractor and the Contracting Officer may agree on the whole or any part of the amount to be' paid (including an allowance for fee) because of the temination. The contract shall be amended, and the Contractor paid the agreed amount.

(g) If the Contractor and the Contracting Officer fail to agree in whole or in part on the amount of costs and/or fee to be paid because of the termination of work, the Contracting Officer shall detemine, on the basis of information available, the amount, if any, due the Contractor, and shall pay that amount, which shall include the following:

RS-NMS-85-007 Page 59 (1) All costs reimbursable under this contract, not previously paid, for

' the performance of this contract before the effective date of the temination, and part of those costs that may continue 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 temination settlement proposals under teminated subcontracts that are properly chargeable to the terminated portion of the contract if not included in subparagraph (1) above.

(3) The reasonable costs of settlement of the work terminated, including--

i (i) Accounting, legal, clerical, and other expenses reasonably necessary for the preparation of temination settlement proposals and supporting

! data; (ii) The termination and settlement of subcontracts (excluding the

amounts of such settlements); and (iii) Storage, transportation, and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory. If the termination is for default, no amounts for the preparation of i

i the Contractor's termination settlement proposal may be included.

(4) A portion of the fee payable under the contract, determined as follows:

i (1) If the contract is terminated for the convenience of the l 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 subcontractors'. termination proposals, less previous payments for fee.

(ii) If the contract is teminated for default, the total fee payable shall be such proportionate part of the fee as the total number of

articles (or amount of services) delivered to and accepted by the Government is to the total number of articles (or amount of services) of a like kind required

by the contract.

(5) If the settlement includes only fee, it will be determined under i subparagraph (g)(4) above.

l (h) The cost principles and procedures in Part 31 cf the Federal Acquisition Regulation, in effect on the date of this contract, shall govern all costs claimed, agreed to, or detemined under this clause.

(1) The Contractor shall have the right of appeal, under the Disputes clause, from any determination made by the Contracting Of ficer.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 Officer has made a detemination of the amount due.under paragraph i

(e), (g) or (k), the Government shall pay the Contractor (1) the amount detemined by the Contracting Officer if there is no right of appeal or if no timely)(j appeal has at In arriving been thetaken, amountor due (2) the theamount finally Contractor determined under on an this clause, appeal.

there shall be deducted--

(1) All unliquidated advance or other payments to the Contractor, under the terminated portion of this contract; (2) Any claim which the Government has against the Contractor under this contract; and (3) The agreed price for, or the proceeds of sale of materials, supplies, or other things acquired by the Contractor or sold under this clause and not recovered by or credited to the Government.

RS-NMS-85-007 Page 60 (k) The Contractor and Contracting Officer must agree to any equitable adjustment in fee for the continued portion of the contract when there is a partial termination. The Contracting Officer shall amend the contract to reflect the agreement.

(1) (1) The Government may, under the terms and conditions it prescribes, make partial payments and payments against costs incurred by the Contractor for the teminated portion of the contract, if the Contracting Officer believes the total of these payments will not exceed the amount to which the Contractor will be entitled.

(2) If the total payments cyceed tb 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 from the date the excess payment is received by the Contractor to the date the excess is repaid. Interest shall not be charged on any excess payment due to a reduction in the Contractor's termination settlement proposal because of retention or other disposition of termination inventory until 10 days after the date of the retention or disposition, or a later date determined by the Contracting Officer because of the circumstances.

(m) The provisions of this clause relating to fee are inapplicable if this contract does not include a fee.

(End of clause) i (R 1-8.702) i (R 7-203.10 1973 APR) 52.249-14 EXCUSABLE DELAYS. (APR1984)

(a) Except for defaults of subcontractors at any tier, the Contractor shall not be in default because of any failure to perfom this centract under its tems if the failure arises from causes beyond the control and without the fault or negligence of the Contractor. Examples of these causes are (1) acts of God or of the public enemy, (2) acts of the Government in either its sovereign or contractual capacity, (3) fires, (4) floods, (5) epidemics, (6) quarantine restrictions, (7) strikes, (8) freight embargoes, and (9) unusually severe weather. In each instance, the failure to perform must be beyond the control and without the fault or negligence of the Contractor. "De faul t" includes failure to make progress in the work so as to endanger perfonnance.

(b) If the failure to perform is caused by the failure of a subcontractor at any tier to perfom or make progress, and if the cause of the failure was beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either, the Contractor shall not be deemed to be in default, unless--

(1) The subcontracte'd supplies or services were obtainable from other sources; (2) The Contracting Officer ordered the Contractor in writing to purchase these supplies or services from the other source; and (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 tht 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 temination clause of this contract.

(End of clause)

(R 7.-203.11 1969 AUG)

, i RS-NMS-85-007 -

Page 61 I (R l-8.708)

(R 7-605.39)

(R 1-7.403-5)

(R 7-702.7)

(R 7-703.7)

(R 1-7.202-11)

(R 1-8.700-2(c))

p 9

RS-NMS-85-007 Page 62

, PART III - LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMErTS Section J - List of Attachments Attachment Number Title 1 NRC Onganization Chart 2 NRC Contractor Organizational Conflicts of Interest (41 CFR Part 20) 3 NRC Manual Chapter 3202 4 Stancard Form 1411 with instructions 5 Billing Instructions j 6 NRC Manual Chapter Appendix 2101, Part XVII, Protection of Unclassified Safeguards Information 7

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