ML20153B021

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Contract: NRC Reactor Operator Examiner Training Conference, Awarded to Tabas Hotel
ML20153B021
Person / Time
Issue date: 06/29/1988
From: Drake H, Wiggins E
NRC OFFICE OF ADMINISTRATION & RESOURCES MANAGEMENT (ARM), TABAS HOTEL
To:
Shared Package
ML20153B018 List:
References
CON-FIN-D-1780, CON-NRC-03-88-027, CON-NRC-3-88-27 NUDOCS 8807120686
Download: ML20153B021 (39)
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Text

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AWARO/ CONTRACT OM8 No. 0505-0005 Expiration Date: 05/31/88

1. THIS CONTRACT IS A RATED ORDER UNDER OPAS (15 CFR 350) 1.

RATING: N/A

2. CONTRACT NO.
3. EFFECTIVE DATE
4. REQUISITION / PROJECT NO.

NRC-03-88-027 06/26/88 NRR-88-027

5. ISSUED BY Code:
6. ADMINISTERED BY Code:

(If other than Item 5)

U.S. Nuclear Regulatory Commission U.S. Nuclear Regulatory Commission Div. of Contracts & Property Mgmt.

Div. of Contracts & Property Mgmt.

Mail Stop AR 2223 Contract Administration Branch Washington, DC 20555 Washington, DC 20555

7. NAME AND ADDRESS OF CONTRACTOR
8. OELIVERY Tabas Hotel

(

)

FOB ORIGIN U.S. Route 30

(

)

OTHER Downington, PA 19335 (See Section F)

9. DISCOUNT FOR PROMPT PAYMENT N/A-Duns Code:

Facility Code:

10. SUBMIT INVOICES (4 copies unless otherwise specified) TO THE ADDRESS SHOWH IN ITEM: 12
11. SHIP T0/ MARK FOR
12. PAYMENT WILL'8E MADE BY Code:

U.S. Nuclear Regulatory Commission If applicable, Olvision of Accounting and Finance see Section 0 GOV /COM Accounting Section of the Schedule Washington, DC 20555 Code:

13. AUTHORI1'Y FOR USING OTHER THAN FULL AND OPEN COMPETITION

( ) 10 U.S.C. 2304(c)( ) ' (X) 41 U.S.C. 253(c) (2)

14. ACCOUNTING AND APPROPRIATION DATA FIN No. 0-1780 B&R No. 20-19-03-02 APPN No. 31X0200.208 Obligate $42,233.75 15A. ITEM ISB. SUPPLIES /

15C. QUANTITY 150. UNIT 15E. UNIT ISF. AMOUNT NO.

SERVICES PRICE "U.S. Nuclear Regulatory Commission (NRC) Reactor Operator Examiner Training Conference" 15G. TOTAL AMOUNT OF CONTRACT

$42,233.75 APPROVED BY GSA/0!RM 6/85 STANDARD FORM 26 (Rev. 4-85)

FAR(48 CFR) 53.214(a)

!!!72Es?h*A**o7o' NRC-03-SS-027 PDC

PAGE 2 I

-AWARD / CONTRACT 16.

TABLE OF CONTENTS PART/SECTION DESCRIPTION PART I - THE SCHEDULE A SOLICITATION / CONTRACT FORM B SUPPLIES OR SERVICES AND PRICES / COSTS C DESCRIPTION / SPECIFICATIONS / WORK STATEMENT D FACKAGING AND MARXING E INSPECTION AND ACCEPTANCE F DELIVERIES OR PERFORMANCE G CONTRACT ADMINISTRATION DATA H SPECIAL CONTRACT REQUIREMENTS PART II - CONTRACT CLAUSES I

CONTRACT CLAVSES j.-

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS J LIST OF ATTACHMENTS PART IV - REPRESENTATIONS AND INSTRUCTIONS K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF 0FFER0RS CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE

~

17.

(X) CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is required to sign this document and return 3 copies to issuing office.) Contractor agrees to furnish and deliver all items or perform all the services set forth or otherwise identified above and on any continuation sheets for the consideration stated herein. The rights and obligations of the parties to this contract shall be subject to and governed by the following documents: (a) this award / contract, (b) i the solicitation, if any, and (c) such provisions, representations, certifications, and specifications as are attached or incorporated by reference herein.

(Attachments are listed herein.)

18.

() AWARD (Contractor is not required to sign this document.) Your offer on i

Solicitation Number

, including the additions or changes made by you which additions or changes are set forth in full above, is hereby accepted as to the items listed above and on any continuation sheets. This award consummates the contract which consists of the following documents: (a) the Government's solicitation and your offer, and (b) this award / contract. No further contractual document is necessary.

19A. NAME AND TITLE OF SIGNER 20A. NAME OF CONTRACTING OFFICER (Type or print)

Elois J. Wiggins llendrik Drake, Director of Sales 198 NAME O C0tTRA TOR Tabas llotel 208. UN TED STATES OF AMERICA

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by (Signature of person authorized to sign)

(SignatureofContra(f(fgOfficer) 19C. DATE SIGNED 20C. DATE SIGNED hv o. < 0hhY h h////

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EXCEPTION TO STANDARD FORM 26 APPROVED BY GSA/0IRM 6/85 1

5

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TABLE OF CONTENT.S PAGE m

AWARD / CONTRACT...........................

1 TABLE OF CONTENTS....................'......

'3 SECTION B - SUPPLIES OR SERVICES AND PRICE / COSTS..........

5 8.1 BRIEF DESCRIPTION OF WORK (MAR 1987)............

5 B.2 PRICING SCHEDULE......................

5 B.3 CONSIDERATION AND OBLIGATION................

6 SECTION C - DESCRIPTION / SPECIFICATION................

7

/ WORK STATEMENT C.1 STATEMENT OF WORK (MAR 1987)....

7 SECTION D - PACKAGING AND MARKING..................

8 0.1 FACKAGING AND MARKING (MAR 1987)..............

8 SECTION E - INSPECTION AND ACCEPTANCE................

9 E.1 CLAUSES INCORPORATED BY REFERENCE.............

9 (FAR 52.252-2) (APR 1984)

SECTION F - DELIVERIES OR PERFORMANCE................

10 F.1 CLAUSES INCORPORATED BY REFERENCE.............

10 (FAR 52.252-2) (APR 1984)

F.2 DURATION OF CONTRACT PERIOD (MAR 1987)...........

10 SECTION G - CONTRACT ADMINISTRATION DATA..............

11 G.1 PROJECT OFFICER AUTHORITY (MAR 1987)............

11 ALTERNATE II (MAR 1987)

SECTION H - SPECIAL CONTRACT RE0VIREMENTS..............

12 H.1 PRIVATE USE OF CONTRACT INFORMATION AND DATA (MAR 1987)..

12 H.2 CONTRACTOR ORGANIZATIONAL CONFLICTS OF INTEREST......

12 (OMB CLEARANCE NUMBER 3150-0112) (MAR 1987)

H.3 GOVERNMENT FURNISHED EQUIPMENT / PROPERTY - NONE PROVIDED..

14 (MAR 1987)

PART II

. CONTRACT CLAUSES.....................

15 CONT RACT C LADS ES...................

15 l

SECTION I 1.1 CLAUSES INCORPORATED BY REFERENCE,............

15 (FAR 52.252-2) (APR 1984)

I.2 ANil-KICKBACK PROCEDURES (FAR 52.203-7)..........

16 I.3 REQUIREMENTS (FAR 52.216-21) (APR 1984)..........

18 ALTERNATE I (APR 1984)

I,4 PROMPT PAYMENT (52.232-25) (FEB 1988)...........

19 l

ALTERNATE II (FEB 1988) l PART III - LIST OF DOCUMENTS, EXHIBITS......

25 AND OTHER ATTACUMENTS l

SECTION J - LIST OF ATTACHNENTS..,................

25 J.1 ATTACHMENTS (MAR 1987)...................

25 f

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TABLE OF CONTENTS - C0tiTINUE0 l

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NRC-03-88-027 Section B 1

SECTION B SUPPLIES OR SERVICES AND PRICE / COSTS B.1 BRIEF DESCRIPTION OF WORK (MAR 1987)

The Contractor shall provide meals and lodging for NRC attendees at the NRC Reactor Operater Examiner Training-Conference.

(End of Clause)

B.2 PRICING SCHEDULE Approximately 128 perscns will be attending the NRC Reactor Operator Examiner Training Conference.

It is anticipated that 95 persons will be NRC employees and 33 persons will be non-NRC employees.

The Contractor shall provide accommodations for all attendees.

The NRC, however, will not be held liable for the costs 4

associated with accommodations for the non-NRC employees, and are not provided for under this contract.

In addition, the pricing schedule reflects se9arate costs for approximately eleven extra banquet attendees (4 for the luncheon banquet and 7 for the dinner banquet).

These costs are in addition to the per diem rate of $113.00 reflected in the Pricing Schedule, which includes the banquet sessions for all other NRC attendees.

The Contractor shall provide meals and lodging in accordance with the price schedule stipulated below.

The contractor shall provide a banquet dinner session on June 27, 1988 and shall. provide a banquet luncheon session on June 30, 1988 for all conference attendees.

Approx.

Unit Total Item

, Quantity Price Est. Amount 1.

Conference Attendees 95

$113 00

$41,923.00*

2.

Luncheon Banquet 4

$28.25

$113.00 3.

Dinner Banquet 7

$28.25

$197.75 Total Estimated Cost................................. $42,233.75 t

  • The estimated amount of $41,923.00 is computed as follows:

I Approximately 4 attendees"expected to arrive June 26, a.

l 1988 and depart July 1,1988 (4 people x 5 days x $113.00/ day) b.

Approximately 2 attendees expected to arrive June 29,

PAGE 6 NRC-03-88-027; Section B 1988 and. depart July 1,1988 (2 people x 2 days x $113.00/ day) c.

Approximately 3 attendees expected for June 29,-1988 only (3 people x 1 day x $113.00/ day) l d.

Approximately 86 attendees expected to arrive June 27, 1988 and depart July 1,1988 (86 people.x 4 days x $113.00/ day)

(End of Clause)

B.3 CONSIDERATION AND OBLIGATION a.

The --total estimated amount-of this contract (celling) for the services ordered, delivered, and accepted under this contract is $42,233.75.

The Contracting Officer or other individual i

specifically authorized under this contract may unilaterally increase this amount as necessary for completion of orders placed with the contractor during the contract period provided such orders are within any maximum ordering limitation prescribed under this contract.

b.

The amount presently obligated with respect to this contract is $42,233.75.

The Contracting Officer may issue orders for work up to this amount presently obligated.

This obligated amount may be unilaterally increased from time to time by the Contracting Officer by written modification to this contract.

The obligated amount shall, at no time, exceed the contract ceiling as specified in paragraph A above. When and if the amount (s) paid and payable to the Contractor hereunder shall equal the obligated amount, the Contractor shall not be obligated to continue performance of the work unless and until the Contracting Officer shall increase the amount obligated with respect to this i

contract. Any work undertaken by the Contractor in excess of the obligated amount specif,ted above is done so at the Contractor's sole risk.

1 (End of Cicuse) 5 P

PAGE 7 NRC-03-88-027

'Section C--

a

- SECTION C - DESCRIPTION / SPECIFICATION

/ WORK STATEMENT 48 C.1 STATEMENT OF WORK (MAR 1987)

'The Contractor shall provide meals and lodging for NRC

' attendees at the NRC Reactor Operator Examiner Training Conference in accordance with the schedule specified under Section B of this contract.

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(End of Clause)

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PAGS 8 NRC-03-88-027 Section D SECTION D - PACKAGING AND MARKING D.1 PACKAGING AND HARKING (MAR 1987)

The Contractor shall package material for shipment to the NRC in such a manner that will insure acceptance by common carrier and safe delivery at destination.

Containers and closures shall comply with the Interstate Commerce Commission Regulations, Uniform Freight Classification Rules, or regulations of other carriers as applicable to the mode of transportation. On the front of the package, the Contractor shall clearly identify the contract number under which the product is being provided.

(End of Clause) 4 b

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PAGE 9 NRC-03-88-027 Section E SECTION E - INSPECTION AND ACCEPTANCE E.1

. CLAUSE 5 INCORPORATED BY REFERENCE (FAR 52.252-2) (APR 1984) e This contract incorporates the following clauses by reference.

These clauses have.the same force and effect as -if they were given in full text.

Upon request, the Contracting Officer will make their L

full text available.

I.

FEDERAL ACQUISIflott REGULATION (48 CFR CHAPTER 1) CLAVSES CLAUSE NUMBER DATE TITLE 52.246-4 APR 1984 INSPECTION OF SERVICES -- FIXED-PRICE a

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PAGE 10 NRC-03-88-027 Section F c.-

SECTION F --DELIVERIES OR PERFORMANCE F.1 CLAUSES INCORPORATED BY REFERENCE

'fFAR 52.252-2) (APR 1984)

~This contract incorporates the following clauses by reference.

These clauses have the same force and effect as if they were given in full text.

Upon request, the Contracting Officer will make their full text available.

I.

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES CLAUSE NUMBER DATE TITLE None by reference F.2 DURATION OF CONTRACT PERIOD (MAR 1987)

This contract shall commence on 06/26/88 and will expire on 07/01/63.

(End of Clause) e

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PAGE 11 NRC-03-88-027-Ssction G SECTION G - CONTRACT ADMINISTRATION DATA G.1 PROJECT 0FFICER AUTHORITY (MAR 1987)

Al3ERNATE II (MAR 1987)

.a.

The Contracting Officer's authorized representative hereinafter referred to as the Project Officer for this contract is:

Name:

Karen Pulsipher (M/S OWFN 11-11-22)

Adaress: U.S. Nuclear Regulatory Commission Technical Assistance Management Section, NRR Washington, D.C.

20555 Telephone Number: 301-492-1215 b.

The Project Officer is responsible for:

1) Monitoring Contractor performance and recommending to the Contracting Officer changes in requirements.

2)

Inspecting and accepting products / services provided under the contract.

3) Reviewing all Contractor invoices / vouchers requesting payment for products / services provided under the contract and making recommendations for approval, Jisapprovat, or suspension, c.

The Project Offic?r is not authorized te. make changes to the express terms and conditions of this contract.

(End of Clausa)

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F PAGE 12-NRC-03-88-027 Section H SECTION H - SPECIAL CONTRACT REQUIREMENTS I

H.1 PRIVATE USE OF CONTRACT INFORMATION AND DATA (MAR 1987)

Except as specifically authorized by this contract, or as otherwise approved by the Contracting Officer, information and other data developed or acquired by or furnished the Contractor in the l

performance of this contract, shall be used only in connection with the work under this contract.

(End of Clause)

I H.2 CONTRACTOR ORGANIZATIONAL CONFLICTS OF INTEREST (OMB CLEARANCE NUMBER 3150-0112) (MAR 1987) a.

Purpose.

The primary purpose of this clause is to aid in

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ensuring that the Contractor:

1)

Is not placed on a conflicting role because of current or planned interest (financial, contractual, organizational, or otherwise) which relate to the work under this contract, and l

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2) Does not obtain an unfair competitive advantage over other parties by virtue of its perfornante of this contract.

b.

Scope.

The restrictions described herein shall apply to perfcrmance er participation by the Contractor as defined in 41 CFR f

20-1.5402(f) in the activities covered by this clause.

c.

Work for Others.

Notwithstanding any other provision of l-this contract, during the term of this contract, the Contractor agrees to forgo entering into consulting or other contractual arrange:nents with any firm or organization, the result of which may give rise to conflict of interest with respect to the work being performed under this contract.

The Contrector shall ensure that all employees who are employed full time under this contract and employees designated as key personnel, if any, under this contract abide by the provision of this clause.

If the Contractor believes with respect to itself or any such employee that any proposed consultant or other contractual arrangement with any firm or organization may involve a potential conflict of interest, the Contractor shall obtain the written approval of the Contracting Officer prior to execution of st.ch contractual arrangement, d.

Disclosure after award.

1) The Contractor warrants that to the best of its knowledge and belief and except as otherwise set forth in this

-PAGE 13 NRC-03-88-027 Section H 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 immediate and full disclosure in writing to the Contracting Officer. This statement shall include a description of the action which the Contractor has taken or proposes to take to avoid or mitigate such conflicts.

The NRC may, however, terminate the contract for convenience if it deems such termination to be in the best interest of the Government.

e.

Access to and use of information.

1)

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

(i)

Use such information for any private purpose until the information has been released to the public; (ii)

Compete for work for the Commission based on such information for a period of six (6) months after either the completion of this contract or the release of such information to the public, whichever is first; (iii) Submit an unsolicited proposal to the Government based on such information until one year after the release of such information to the public, or (is)

Release the information without prior written approval by the Contra: ting Officer unless such information has previously been released tu 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 Privtcy Act of 1974 (Pub. L.93-579), or other confidential or privileged technical, business, or financial information under this contract, the Contractor shall treat such information in accordance with restrictions placed on use of the information.

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

,f.

Subcontracts.

Except as provided in 41 CFR 20-1.5402(h),

the Contractor shall include this clause, including this paragraph, in subcontracts of any tier.

The terms "contract," "ConLractor,"

and "Contracting Officer," shall be. appropriately modified to preserve the Government's rights.

g.

Remedies.

For breach of any of the above prescriptions or

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9 PAGE 14 NRC-03-88-027 Section 11 for intentional nondisclosure or misrepresentation of any relevant interest required to be disclosed concerning this contract or for such erroneous representations as necessarily imp 19 bad faith, the Government may terminate the contract for default, disqualify the Contractor from subsequent contractual efforts, and pursue other remedies as may be permitted by law or this contract, h.

Waiver.

A request for waiver under this clause shall be directed in writing through the Contracting Officer to the Executive Director for Operations (EDO) in accordance with the procedures outlined in 20-1.5411.

(End of Clause)

H.3 GOVERNMENT FURNISHE0 EQUIPMENT / PROPERTY - NONE PROVIDED (MAR 1987)

The Government will not provide any equipment / property, notwithstanding any provisions of the specification (s) to the contrary.

(End of Clause) s a

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PAGE.15 f.s NRC-03-88-027 Section I.

PART II - CONTRACT CLAUSES' SECTION I CONTRACT. CLAUSES I.1 CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) (APR 1984)

This contract incorporates the following clauses by reference.

These clauses have the same force and effect as if they were given in full text.

Upon request, the Contracting Officer will make their full text available.

I.

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER '1) CLAUSES -

CLAUSE NUMBER DATE TITLE 52.202-1 APR 1984 DEFINITIONS 52.203-1 APR 1984 0FFICIALS NOT TO BENEFIT 52.203-3 APR 1984 GRATUITIES 52.203-5 APR 1984 COVENANT AGAINST CONTINGENT FEES 52.203-6 JUL 1985 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT 52.215-1 APR 1984 EXAMINATION OF P.ECORDS BY COMPTROLLER GENERAL 52.215-2 APR 1984 AUDIT -- NEGOTIATION 52.215-33 JAN 1986 ORDER OF PRECEDENCE 52.219-8 4UN 1985 U11LIZATION OF SMALL BUSINESS CONCERNS-AND SMALL DISADVANTAGED BUSINESS CONCERNS 52.219-13 AUG 1986 UTILIZATION OF WOMEN-OWNED SMALL BUSINESSES 52.220-3 APR 1984 UTILIZATION OF LABOR SURPLUS AREA CONCERNS 52.220-4 APR 1984 LABOR SURPLUS AREA SUBCONTRACTING PROGRAM 52.222-3 APR 1984 CONVICT LABOR 52.222-26 APR 1984 EQUAL OPPORTUNITY 52.222-35 APR 1984 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA VETERANS 52.222-36 APR 1984 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS 52.227-1 APR 1984 AUTHORIZATION AND CONSENT 52.227-2 APR 1984 NOTICE AND ASSISTANCE REGARDING PATENT AND

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PAGE 16 NRC-03-88-027 Section I COPYRIGHT INFRINGEMENT 52.229-4 APR 1984. FEDERAL, STATE AND LOCAL TAXES (NONCOMPETITIVE CONTRACT) 52.229-5 APR 1984 TAXES -- CONTRACTS PERFORMED IN U.S.

i POSSESSIONS OR PUERTO RICO 52.232-1 APR 1984 PAYMENTS 52.232-8 JUL 1985 DISCOUNTS FOR PROMPT PAYMENT 52.232-11 APR 1984 EXTRAS 52.232-17 APR 1984 INTEREST 52.232-23 JAN 1986 ASSIGNMENT OF CLAIMS 52.233-1 APR 1984 DISPUTES 52.233-3 JUN 1985 PROTEST AFTER AWARD 52.244-5 APR 1984 COMPETITION IN SUBCONTRACTING 52.246-25 APR 1984 LIMITATION OF LIABILITY

-- SERVICES 52.249-1 APR 1984 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE) (SHORT FORM) 52.249-8 APR 1984 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) 52.215-26 APR 1987 INTEGRITY OF UNIT PRICES APR 1987 ALTERNATE I 52.219-14 OCT 1987 LIMITATIONS ON SUBCONTRACTING 52.222-37 JAN 1988 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS ERA 52.243-1 AUG 1987 CHANGES-FIXED PRICE APR 1984 ALTERNATE I I.2 ANTI-KICKBACK PROCEDURES (FAR 52.203-7)

'(a) Definitions. "Kickback," as used in this clause, means any money, fee, commission, credit, gif t, gratuity, thing of value, or compensation of any kind which is provided, directly or indirectly, to any prime Contractor, prime Contractor employee, subcontractor, or subcontractor employee for the purpose of improperly obtaining or rewarding favorable treatment in connection witn a prime contract or in connection wi+.h a subcontract relating to a prime contract.

"Person," as used in this clause, means a corporacion, partnership, business association of any kind, trust, joint-stock company, or individual, o

"Prime contract," as used in this clause, means a contract or contractual action entered into by the United States for the purposes of obtaining supplies, materials, equipment, or services of any kind.

"Prime Contractor employee," as used in this clause, means any officer, partner, employee, or agent of a prime Contractor.

"Subcontract," as used in this. clause, means a contract or contractual action entered into by a prime Contractor or subcontractor for the purpose of obtaining supplies, materials, equipment, or services of any kind under a prime contract.

PAGE 17 H

NRC-03-88-027-Section I

. "Subcontractor," as used in this clause, (1) me.ans any person, i

other than the prime Contractor, who offers to furnish or furnishes any supplies, materials, equipment, or services of any kind under a

' prime contract or subcontract entered into in connection with any such prime contract, and (2) includes any person who ofrers to furnish or furnishes supplies to the prime Contractor or a higher tier subcontractor.

"Subcontractor employee," as used in this clause, means any officer, partner, employee, or agent of a subcontractor.

(b) The Anti-kickback Act of 1986 (41 U.S.C. 51-58) (the Act),

prohibits any person from--

(1) Providing or attempting to provide or of fering to provide any kickback; or (2) Soliciting, accepting, or attempting to accept any 3

kickback; or (3)

Including, directly or indirectly the amount of any kickback in the contract price charged by the prime Contractor to the United States or in the contract price charged by a subcontractor to a prime Contractor or a higher tier subcontractor.

(c)(1) The Contractor shall have in place and follow reasonable procedures designed to prevent and detect possible violations described in paragraph (b) of this clause in its own operatior,: and direct business relationships.

(2) When the Contractor has reasonable grounds to helieve that a violation described in paragraph (b) of this clause may have occurred, the Contractor shall promptly repcrt in writing the possible violation.

Such reports shall be made to the it.spector general of the contracting agency, the head of the contracting agency. If the agency does not have an inspector general, or the Department of Justice.

(3) The Contractor shall caperate fully with any Federal agency investigating a possible violation described ir. paragraph (b) of this clause.

(4) Regardless of the contract tier at which a kickback was provided, accepted or charged under the contract in violation of paragraph (b) of this clause, the Contracting Of ficer may--

(i) Offset the amount of the kickback againist any monies owed by the United States under this contract and/or (ii) direct that the Contractor withhold from sums owed the subcontractor, the amount of kickback. The Contracting Of ficer.may order that monies withheld under subdivision (c)(4)(ii) of thi.s clause be paid over to the Government unless the Government has already offset those monies under subdivision (c)(4)(1) of this clause.

In the latter case, the j

l contractor shall notify the Contracting Officer when monies are

PAGE 18 NRC-03-88-027 Section I witheld.

(5) The Contractor \\ agrees to incorporate the substance of this clause, including this s'ubparagraph (c)(5), in all subcontracts under this contract.

(End of Clause)

I.3 REQUIREMENTS (FAR 52.216-21) (APR 1984)

ALTERNATE I (APR 1984)

(a)wThis is a requirements contract for the supplies or services specified, and effective for the period stated, in the Schedule. The l

quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract.

Except as this contract may otherwise provide, if the Government's requirements do not result in orders in the quantities described as "estimated" or "maximum" in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause.

Subject to any limitations in the Delivery-Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause.

The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) The estimated quantities are not the total requirements of the Government activity specified in the Schadule, but are estimates or requh em mts ir excess of the quantities that the activity may itself furn bh within its own capabilities.

Except as this contract otherwise provides, the Goverr, ment shall order from tne Contractor all of that activity's requirements for supplies and services specif.ied in the Schedule that exceed the quantities that the activity may itself furnish within its own capabilities.

1 (d) The Government is not required to purchase from the Contractor reqeirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified l

under this contract, and if the Contractor will not accept an order providing from the accelerated delivery, the Government may acquire the urgently required goods or services from another source.-

(f) Any oFder issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order.

The contract shall govern the Contractor's and Government's. rights and

(

obligations with respect to that order to the same extent as if the order were completed during the contract's ef fective period;

PAGE 19-NRC-03-88-027 Section I provided, that the Contractor shall not be required to make any deliveries under this contract af ter July 1,1988.

j (End of Clause)

I.4 PROMPT PAYMENT (52.232-25) (FEB 1988)

ALTERNATE II (FEB 1988)

Notwithstanding any other payment clause in this contract, the Government will make invnice payments and contract financing payments under the terms,and conditions specified in this clause.

Payment shall be considered as being made on the day a check is dated or an electronic funds transfer is made. Definitions of pertinent terms are cet forth in 32.902. All days referred to in

~this clause are calendar days, unless otherwise specified.

(a) Invoice Payments (1) For purposes of this clause, "invoice payment" means a Government disbursement of monies to_a Contractor under a contract or other authorization for supplies or services accepted by the Government. This includes payments for partial deliveries that have been accepted by the Government and final cost or fee payments where amounts owed have been settled between the Government and the Contractor.

(2) Except as indicated in subparagraph (a)(3) of this clause, the due date for making invoice payments by the designated payment office shall be the later of the following two events:

(1) The 30th c.; after the designated billino office has received a proper invoice from the Contractor.

(ii) The 30th day after Government acceptance of supplies delivered or services performed by the Coatractor. On a final invoice where the payment amount is subject to contract settlement actions, acceptance sha.ll be deemed to have occurred on the effective date of the contract settlement.

(3) The due date on contracts for meat and meat food products, contracts for perishable agricultural commodities, and contracts not requiring submission of an invoice shall be as follows:

(1) The due date for meat and meat food products, as defined in Section 2(a)(3) of the Packers and Stockyard Act of 1921 (7 U.S.C.

182(3)) and further defined in Pub. L.98-181 to include poultry, poultry products, eggs, and egg products, will be as close as possible to, but not later than, the 7th day af ter product delivery.

(ii) The due date for perishable agricultural commodities, as defined in Section 1(4) of the Perishable Agricultural Commodities Act of 1930 (7 U.S.C. 499a(44)), will be as close as possible to, but not later than, the 10th day after product delivery, unless another date is specified in the contract.

PAGE 20 NRC-03-88-027 Section I (iii) If_ the contract does not require submission of an invoice for payment (e.g., periodic lease payments), the due date will be~ as specified in tSe contract.

(4) An invoice is the Contractor's bill or written request for payment under the contract for supplies delivered or services performed.-An invoice shall be prepared and submitted to the designated billing officer specified in the contract. A proper invoice must include the items listed in subdivisions (a)(4)(1) through (a)(4)(viii) of this clause. If the invoice does not comply.

with these requirements, then the Contractor will be notified of the defect within 15 days.after receipt of the invoice at the designated billing office (3 days for meat and meat food products and 5 days for perishable agricultural commodities). Untimely notification will be taken into account in the computation of any interest penalty owed the Contractor in the manner described in subparagrpah (a)(6) of this clause.

(1) Name and address of the Contractor.

(11) Invoice date.

(iii) Contract number or other authorization for supplies delivered or services performed (including order number and contract line item number). (iv) Description, quantity, unit of measure, unit price, and extended price of supplies delivered or services performed.

(v) Shipping and payment terra (e.g., shipment number and date of shipment, prompt payment dise.

.t terms). Bill of lading number and for shipments on Government bills weight of shipment will be st a

of lading.

(vi) Name and address of Contractor official to whcm payment is to be sent (must ne the same e.s that ir, the c]ntract or in a proper notice of assignment).

(vii) Name (where practicable), title, phone number and mailing adc'ress of person to be notified in event of a defective invoice.

(viii) Any other information or documentation required by other requirements of the contract (such as evidence of shipment).

(5) An interest penalty shall be paid automatically by the Government, without request from the Contractor, if payment is not made within 15 days after the due date (3 days for meat and meat food products and 5 days for perishable agricultural commodities) and the following conditions are met, if applicable: (i) A proper invoice was received by the designated billing office.

-(ii) A' receiving report or other Government documentation authorizing payment was processed and there was no disagreement over quantity, quality, or contractor compliance with any contract _ term or cordition.

q PAGE 21 NRC-03-88-027 Section I

-(111) In the case of a final invoice for any balance of funds.due the Contractor for supplies delivered or services performed, the amount was not subject to further contract settlement actions t

between the Government and the Contractor.

(6) The interest penalty shall be the rate established by the Secretary of the Treasury under Section 12 of the Contract Disputes Act of 1978 (41 U.S.C. 611) that is in effect on the payment date, except where the interest penalty is prescribed by other governmental authority. This rate is referred to as the "Renegotiation Board Interest Rate," and it is published in the Federal Register semiannually on or about January 1 and July 1. The

-interest penalty shall accrue daily on the invoice payment amount approved by the Government and be compounded in 30-day increments inclusive from the first day after the due date through the payment date. That is, interest accrued at the end of'any 30-day period will be added to the approved invoice payment amount and be subject to interest penalties if not paid in the succeeding 30-day period. If the designated billing office failed to notify the contractor of a defective invoice within the periods prescribed in paragraph (a)(4) of this clause, then the due date on the corrected invoice will be adjusted by subtracting the number of days taken beyond the prescribed notification of defects period. Any interest penalty owed

~

the Contractor will be based on this adjusted due date. Adjustments will be made by the designated payment office for errors in calculating interest penalties, if requested by the Contractor.

(i) For the sole purpose of computing an interest penalty that might be due the Contractor, Government acceptance shall be deemed to have occurred constructively on the 5th working day after the Contractor delive' red the supplies or performed the services in accordance with the terms and conditions of the contract, unless there is a disagreement over quantity, quality, or contractor compliance with a contract nrovision. In the event that act'ual acceptance occurs within the constructive acceptance period, the determination of an interest penalty shall be based on the actual date of acceptance. The. constructive acceptance requirement does not, however, compel Government officials to accept supplies or services, perform contract administration functions, or make payment prior to fulfilling their responsibilities.

(ii) The following periods of time will not be included in the determination of an interest penalty:

(A) The period taken to notify the Contractor of defects in invoices submitted to the Government, but this may not exceed 15 days (3 days for mer,t and meat food products and 5 days for' perishable agricultural commodities).

(8) The period between the defects notice and resubmission of the corrected invoice by the Contractor.

(iii) Interest penalties will not continue to accrue af ter the filing of a claim for such penalties under the Otsputes clause or J

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PAGE 22 NRC-03-88-027 Section I for more than 1 year. Inteiest penalties of less than $1.00 need not be paid.

i (iv) Interest penalties are not required on payment delays due to disagreement between the Government and Contractor over the payment amount or other issues involving contract compliance or on amounts temporarily withheld or retained in accordance with the terms of the contract. Claims involving disputes, and any interest that may be payable, will be resolved in accordance with the Disputes clause.

(7) An interest penalty shall also be paid automatically by the designated payment office, without request from the contractor, if an improperly taken discount for prompt payment was not corrected within 15 days after the expiration of the discount period (3 days for meat and meat food products and 5 days for perishable agricultural commodities). The interest penalty will be calculated as described in paragraph (a)(6) of this clause on the amount of discount taken for the period beginning with the first day after the end of the discount period through the date when the contractor is paid.

(b) Contract Financing Payments (1) For purposes of this clause, "contract financing payment" means a Government disbursement of mentes to a Co_ntractor under a contract clause or other authorizatt i prior to acceptance of supplies or services by the Governmen:. Contract financing payments include advance payments, progress payments based on cost under the clause at 52.232-16, Progress Payments, progress payments based on a percentage or stage of completion (32.102(e)(1)) other than those made under the clause at 52.232-5, Payments Under Fixed-Price Construction Contracts, or the clause at 52.232-10, Payments Under Fixed-Price Architect-Engineer Contracts, and interim payments on cost type centracts.

(2) For contracts that provide for contract financing, requests for payment shall be sub,nitted to the designated billing office as specified in this contract oi as directed by the Contracting Officer. Contract financing payments shall be made on the (insert day as prescribed by Agency head; if not prescribed, insert 30th day) day after receipt of a proper contract financing request by the designated billing office. In the event that an audit or other review of a specific financing request is required to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the due date specified.

(3) For advance payments, loans, or other arrangements that do not involve recurrent submissions of contract financing requests, payment shall be made in accordance with the corresponding contract terms or as directed by the Contracting Officer.

(4) Contract financing payments shall not be assessed an interest penalty for payment dalays.

._.,_y.,_.. _ - _, _.

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PAGE 23 NRC-03-88-027 Section I (c) Electronic Funds Transfer.

Payments under.this contract will be made by the Government either by check or electronic funds transfer (through the Treasury Financial Communications System (TFCS) or the Automated Clearing House (ACH)), at the option of the Government. Af ter award, but no later than 14 days before an invoice or contract financing request is submitted, the contractor shall designate a financial institution for receipt of electronic funds transfer payments. The Contractor shall submit this designation to the Contracting Officer or other Government official, as directed.

(1) For payment through TFCS, the Contractor shall provide the following information:

(i) Name, address, and telegraphic abbreviation of the financial institution receiving payment.

(11) The American Bankers Association 9-digit identifying number of the financing institution receiving payment if the institution has access to the Federal Reserve Communications System.

(iii) Payee's account number at the financial institution where funds are to be transferred.

(iv) If the financial institution does not have access to the Federal Reserve Communications System, name, address, and telegraphic abbreviation of the correspondent financial institution through which the financial institution receiving payment obtains electronic funds transfer messages. Provide the telegraphic abbreviation and American Bankers Association identifying number for the corrcspondent institution.

m (2) For payment through ACH, the Contractor shall provide the following information:

(1) Routing transit numbers of the financial institution receiving payment (same.as American Bankers Association identifying nunber used for TFCS).i (ii) Number of account to which funds are to be deposited.

(iii) Type of depositor account ("C" for checking, "S" for savings).

(iv) If the Contractor is a new enrollee to the ACH system, a "Payment Information Form," TFS 3881, must be completed before payment can be processed.

~

(3) In the event the Contractor, during the performance of this I

contract, elects to designate a different financial institution for the receipt of any payment made using electronic funds transfer orocedures, notification of such change and the required information specified above must be received by the appropriate Government official 30 days prior to the date such change is to become

PAGE 24-NRC-03-88-027 Section I' 4

effective.

(4) The documents furnishing the information required in this paragraph (c) must be dated and contain the signature, title, and telephone number of the Contractor official authorized to provide it,. as well as the contractor's name and contract number.

-(5) Contractor failure to properly designate a financial institution'or to provide appropriate payee bank account information may delay payments of amounts otherwise properly due.

(End of clause)

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PAGE 25 NRC-C3-88-027 Section J PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS SECTION J - LIST OF ATTACHMENTS J.1 ATTACHMENTS (MAR 1987)

Attachment Number Title 1

NRC Contractor Organizational Conflicts of Interest (41 CFR Part 20) 2 Billing Instructions e

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4 9

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PART 20-1 -- GENERAL Subpart 20-1.54--Contractor Organizational Conflicts of Interest Sec.

20-1.5401 Scope and policy.

20-1.5402

- Definitions.

20-1.5403 Criteria for recognizing contractor organizational sonflicts of interest.

20-1.5404 Representation.

20-1.5405 Contract clauses.

20-1.5405-1 General contract clause.

20-1.5405-2 Special contract provisions.

20-1.5406 Evaluation, findings, and contract award.

20-1.5407 Conflicts identified after award.

20-1.5408 (Reserved) 20-1.5409 (Reserved) 20-1.5410 Subcontractors.

20-1.5411 Waiver.

20-1.5412 Remedies.

AUTHORITY:

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

120-1.5401 Scope and Policy (NRC)(a) It is the policy of the U.S. Nuclear Regulatory Comissionto avo i

of interest.

The NRC achieves this objective by requiring all prospective contractors to submit information describing relationships, if any, with organizations or persons (including those regulated by NRC) which may give rise to actual or potential conflicts of interest in the event of contract award.

(b)

Contractor conflict of interest determinations cannot be made automatically or routinely; the application of sound judgment on virtually a case-by-case basis is necessary if the policy is to be applied so as to satisfy the overall public interest.

It is not possible to prescribe in advance a specific method or set of criteria which would serve to identify and resolve all of the contractor conflict of interest situations which might arise; however, examples are provided in these regulations to guide application of the policy.

NRC contracting and program officials must be alert to other situations which may warrant application of this poliev guidance.

The ultimate test is:

Hight the contractor, if awarded the contrai:t, be placed in a position where its judgment may be biased, or where it may have an unfair competitive advantage?

(c) The conflict of interest rule contained in this subpart applies ter contractors and offerors only.

Individuals or firms who have other relationships with NRC (e.g., parties to a licensing proceeding) are not covered by this regulation.

This rule does not apply to the acquisition of consulting services through the personnel appointment orocess, NRC 1 (

7590-01 agreements with-other government agencies, international organizations, or state, local or foreign governments; separate procedures for avoiding conflicts of interest will be employed in such agreements, as appropriate.

120-1.5402 Definitions (a) g,

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"Organizational conflicts of interest" means that a relationship exists whereby a contractor or prospective contractor has present or planned interests related to the work to be perfonned under an NRC contract which:

(1) May diminish 1.ts capacity to give impartial, technically 1

so&d, obhetive, assistance and advice or may otherwise result in a biased work product, or (2) may result in its being given an unfair competitive. advantage.

(b)

"Research" means any scientific or technical work involving theoretical analysis, exploration, or experimentation.

(c) Evaluation activities" means any effort involving the appraisal of a technology, process, product, or policy.

(d)

"Tech'nical consulting and management support services" means internal assistance to a component of the NRC in the fonnulation or administration of its programs, projects, or policies which normally require the contractor to be given access to information which has not been made available to the public or proprietary information.

Such services typically include assistance in the preparation of program plans; and preparation of preliminary designs, specifications, or statements of work.

(e)

"Contract" means any contract, agreement, or other arrangement with the NRC except as provided in Section 20-1.5401(c).

(f)

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

(g)

"Affiliates" means business concerns which are affiliates of each other when either directly or indirectly one concern or individual controls or has the power to control another, er when a third party controls or has the power to control both (41 CFR I1-1.606-1(e)).

(h)

"Subcontractor" means any subcontractor of any tier which performs work under a contract with the NRC except subcontracts for l supplies and subcontracts in amounts of $10,000 or less.

(i)

"Prospective contractor" or "offeror" means any person, firm, unincorporated association, joint venture, partnership, corporation, or

~

affiliates thereof, including its chief executive, directors, key personnel (identified in the proposal), proposed consultants, er subcontractors, submitting a bid or proposal, solicited or unsolicited, to the NRC to obtain a contract.,

T 7590-01 (j)

"Potential conflict of interest' means that a factual situation exists that suggests (indicates) that an actual conflict of interest may arise from award of a proposed contract.

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

i20-1.5403 Criteria for recognizing contractor organizational conflicts of interest (a)

General..Two questions will be asked in determining whether actual or potential organizational conflicts of interest exist:

(1)Are there conflicting roles which might bias a contractor's judgment in relation to its work for the NRC7 (2) May the contractor be given an unfair competf tive advantage based on the performance of the contract?

The ultimste determination by NRC as to whether organizational conflicts of interest exist will be made in light of connon sense and good business judgment based upon the relevant facts disclosed and the werk to be performed.

While it is difficult to identify and to prescribe in advance a spe:ific method for avoiding all of the various situations or relationships which might involve potential organizational conflicts of interest, NRC perronnel will pay particular attention to proposed contractual requirements which call for the rendering of advice, consultation or evaluation i

activities, or similar activities that lay direct groundwork for the l

NRC's decisions on regulatory activities, future procurements, and research programs.

(b)

Situations or relationships which may give rise to organizational (1) The offeror or contractor shall disclose conflicts of interest.

information concerning relationships which may give rise to organizational conflicts of interest under the following circumstances:

)

(1) Where the offeror or contractor provides advice and reconnendations to the NRC in a technical area in which it is also providing consulting assistance in the same aren to any organization regulated by che NRC.

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

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

]

marketing.

(iv) Where the award of a contract would otherwise result in i

placing the offeror or contractor in a conflicting role in which its Judgment may be biased in relation to 'its work for the NRC or may otherwise result in an unfair competitive advantage for the offeror or contractor.

i L

7590-01 (2)

The contracting officer may request specific information from an offeror or contractor or may require special contract provisions such as provided in 520-1.5405-2 in the following circumstances:

(1) Where the offeror or contractor prepares specifications which are to be used in competitive procurements of products or services covered by such specifications.

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

(iii) Where the offeror or contractor is granted access to information not available to the public concerning NRC plans, policies, or programs

. which could form the basis for a later procurement action.

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

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

(c)

Policy application guidance.

The following exal@les are illustrative only and are not intended to identify and resolve all contractor organizational conflict of inttrest situations.

(l') Example.

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

In response to the inquiry in the RFP, the XYZ Corp.

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

Guidance. An NRC wWact for that particular work nortnally would not be awarded to the XYZ Corp. because it would b9 placed in a position in which its judgment could be biased in relationship to its work for NRC.

Since there are other well-qualified companies available, there would be no reason for considering a waiver of the policy.

(2) Example.

The ABC Corp., in response to a RFP, proposes to perfonn certata analyses of a reactor commnent which are unique to one type of advanced reactor. As is the case with other technically qualified companies responding to the RFP, the A8C Corp. is performing various ~

projects for several different utility clients. None of-the ABC Corp.

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

4 4

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7590-01 l

Guidance. An NRC contract normally could be awarded to the ABC Corp. because no conflict of interest exists which would motivate bias with respect to the work.

An appropriate clause would be included in the contract to preclude the ABC Corp. from subsequently contracting for work during the performance of the NRC contract with the private sector which could create a conflict.

For example, ABC Corp. would be precluded from the performance of similar work for the company developing the advan'ced reactor mentioned in the example.

(3)

Example.

As a result of operating problems in a certain type of comercial nuclear facility, it is imperative that NRC secure specific data on various. operational aspects of that type of plant so as to assure adequate safety pr'otection of the public.

Orfly one manufacturer has extensive experience with that type.of plant.

Consequently, that company is the only one with whom NRC can cortract which can develop and conduct the testing programs required to obtain the data in reasonable time.

That company has a definite interest in any NRC decisions that might result from the data produced because those decitions affect the reactor's design and thus the company's costs.

Guidance. This situation would place the manufacturer in a role in which its judgment could be biased in relationship to its work for NRC.

Since the nature of the work required is vitally important in terms of MRC's responsibilities and no reasonable alternative exists, a waiver of the policy may be warranted.

Any such waiver shall be fully documented and coordinated in accordance with the waiver provisions of this policy with particular atteation to the establishment of protective mechanisms to guard against bias.

(4)

Example.

The ABC Co. submits a proposa'l for a new system fnr evaluating a specific reactor component's performance for the purpose of developing standards that are important to the NRC program. The ABC Co.

has advised NRC that it intends to sell the new system to industry once its practicability has baen demonstrated.

Other companies in this business are using older systems for evaluation of the specific reactor component.

Guidance. A contract could be awarded to the ABC Co provided that the contract stipulates that no information produced under the contract will be used in the contractor's private activities unless such information has been reported to NRC. Information which is reported to NRC by contractors will normally be disseminated by NRC to others so as to preclude an unfair competitive advantage that might otherwise accrue. When NRC furnishes information to the contractor for the performance of contract work, it shall not be used in the centractor's private activities unless such information is generally available to others.

Further. the contract will stipulate that the contractor vill inform the NRC contracting officer of all situations in which the information developed under the i

contract is proposed to be used...

7590-01 (5)

Example.

The ABC Corp., in response to a RFP proposes to assemble a map showing certain seismological features of the Appalachian fold belt.

In accordance with the representation in the RFP and 120-1.5403(b)(1)(1)

ABC Corp. informs the NRC that it is presently doing seismolog'ical studies for several utilities in the Eastern United States but none of the sites are withi.. the geographic area contemplated by the NRC study.

Guidance.

The contracting officer would normally conclude that award of a contract would not place A8C Corp. in a conflicting role where its judgment might be biased.

The work for others clause of 3 20-1.5405-1(c) would preclude ABC Corp. from accepting work during the tem of the NRC contract which could create a conflict of interest.

(d)

Other considerations.

(1) The fact that the NRC can identify and later avoid, eliminate, or neutralize any potential organizational conflicts arising from the perfomance of a contract is not ralevant to a detemination of the existence of such conflicts prior to the award of a contract.

(2)

It is not relevant that the contractor has the professional l

reputation of being able to resist temptations which arise from organizational conflicts of interest, or that a follow-on procurement is not involved, or that a contract is awarded on a cornet 1tive or a sole source basis.

12C-1.f404 Representation (a) The following procedures are designed to assist' the NRC contracting officer in detemining whether situations or relationships exist which may constitute organizational conflicts of interest with respect to a particular afferor or contracter.

(b)

Representation procedure.

The following organizational conflicts of interest representation provision shall be included in all I

solicitations and unsolicited proposals for:

(1) Evaluation services or activities; (2) technical consulting and management support services; l

(3) research; and (4) other contractual situations where special organizational conflicts of interest provision are noted in the solicitation and would be included in te resulting con; tract.

This representation requirement shall also apply to all modifications for additional effort.nder the l

contract except those issued under the "changes" clause.

Where, however, a statement of the type required by the organizational conflicts of interest representation. provision has previously been submitted with regard to the contract being modifiid, only an updating of such statement shall be required.

i 6-1

75h0-01 ORGANIZATIONAL CONFLICTS OF INTEREST REPRESENTATION I represent to the best of my knowledge and belief that:

The atard to of a contract or the modification of an existing c>ntract does ( ) or does not ( ) involve situations or relationships of the type set forth in 41 CFR's20-1.5403(b)(1).

(c)

Instructions to offerors.

The following shall be included in all NRC solicitations:

(1) If the representation as completed indicates 4

that situations or relationships of the type set forth in 41 CFR 5 20-1.5403(b)(1) aN involved, or the Contracting officer otherwise determines that potential organizational conflicts exist, the offeror shall provide a statement in writing which describes in a concise manner all relevant facts bearing on his representation to the contracting officer.

If the contracting officer determines that organizational (i) Impose appropriate conflicts exist, the following actions may)be taken: disqualify the offeror, or conditions which avoid such conflicts (ii (iii) determine that it is othemise in the best interest of the United States to seek award of the contract under the waiver provisions of I20-1.5411.

(2) The refusal to provide the representation required by 5 20-1.5404(b) or upon request of the contracting officer the facts required by '1201.5404(c) shall result in disqualification of the offeror for ward.

The nondisclosure or misrepresentation of any relevant interest l

i.ay also result in the disqualification of the offeror fcr award;. or if such nondisclosure or misrepresentation is discovered after award, the resulting contract may be terminated.

The offeror may also be disqualified from subsequent related NRC contracts and be subject to such other remedial actions provided by law or the resulting contract.

(d)

The offoror may, because of actual or potential organizational conflicts of interest, propose to exclude specific kinds of work from the statements of work contained in a RFP unless the RFP specifically prohibits such exclusion.

Any such proposed exclusion by an offeror will be considered by the NRC in the evaluation of proposals.

If the NRC considers the proposed excluded work to be an essential or integral part of the required work and its exclusion would work to the detriment of the competitive posture of the other offerors, the proposal must be rejected as unacceptable.

(e)

The offeror's failure to execute the repre!.titation required by subsection (b) above with respect to invitation for bids will be considered to t'e a minor informality, and the offeror will be.pemitted to correct the omission.

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

s 7590-01' All contracts of the types set forth in i20-1.5404(b) shall include the following clauses:

(a)

Purpose.

The primary purpose of this clause is to aid in J

ensuring that the contractor:

(1) 15 not placed in a conflicting role because of current or planned interest (financial, contractual, organizational, or otherwise) which relate to the work under this contract, and (t) does not obtain an unfair competitive advantage over other parties by virtue of its performance of this contract.

1 l

(b)

Scope.

The restrictions described herein shall apply to performance or participation by the contractor as defined in 41 CFR I 20-1.5402(f) in the act.itities covered by this clause.

1 (c) Work for others.

Notwithstanding any other provision of this contract, during the term of this contract, the contractor agrees to forego entering into consulting or otner contractual arrangements with i

any firm or crganization, 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 contracter believes with respect to itself or any such employee that any proposed consultant or other contractual arrangement with any firm or organization may involve a potential conflict of interest, the contractor shall obtain the written approval of the contracting officer prior to execution of such contractual arrangement.

(d)

Disclosure af ter award.

(1) The centractor warrants tnat to l

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 520-1.5402(a).

(2)

The contractor agrees that if after award it discovers organizational conflicts of interest with respect to this contract, it shall make an imediate and full disclosure in writing to the contracting officer.

This statement shall include a description of the action which the l

contractor has taken or proposes to take to avoid or mitigat,e such conflicts.

The NRC rray, however, terminate the contract for convenience if it deems such termination to be in the best interests of the government.

l (e) Access to and use of information.

(1) If the contractor in l

the perfomance of this. contract obtains access to information, such as NRC plans, policies, reports, studies, financial plans, internal data l

protected by the Privacy Act of 1974 (Pub. L.93-579), or data which has not been released to the public, the cohtractor agrees not go: (1) Use such information for any(private purpose until the information has been released to the public; ii) compete for work for the Comission based

-H-

i 7590-01 on such informati'on for a period of six (6) months after either the completion of this contract or the release of such information to the public, whichever is first, (iii) submit an unsolicited proposal to the government based on such information until one year after the release of such information to the public, or (iv) release the information without prior written approval by the contracting officer unless such information has previously been released to the public by the NRC.'

(2)

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

(3)

The contractor shall have,.ssbject 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 520-1.5402(h), the contractor snail include this clause, including this paragraph, in subcontracts of any tier.

The tems "contract," "contractor," and "contracting offic.er,"*shall be appropriately modified to preserve the SAvernment's rights.

2 (g)

Remedies.

For breach of any of the above proscriptions or for intentional nondisclosure or misrepresentstion of any relevant interest requireo to be disclosed concerning this contract or for such erroneous representatiuns as necessarily imply bad faith, the government may l

teminate the. contract fur deft. ult, disqualify the contractor from subsequent contractual efforts, and pursue other remedies as may be pemitted by law or this contract.

1 i

(h) Waiver.

A request for waiver under this clause shall be directed in writing through the contracting officer to the Executive Director for Operations (EDO) in accordance with the procedures outlined ini20-1.5411.

I20-1.5405-2 Special contract provisions.

(a)

If it is determined fron, the nature of the proposed contract that organizational conflicts of interest exist, the cor'. tt'ing officer may determine that such conflict can be avoided or af te obtr'ning a waiver in accordance with 520-1.5411 neutralized through a use of an appropriate special contract provision.

If appropriate, the offeror may negotiate the tems and conditions of these clauses, including the extent and time period of ar.y such restriction. These provisions include but are not limited to: l-

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(1)

Hardware exclusion clauses which prohibit the acceptance of production contracts following a related nonproduction contract previously performed by the contractor; (2)

Software exclusion clauses; (3)

Clauses which require the contractor (and certain of his key personnel) to avoid certain organizational conflicts of interest; and (4)

Clauses which provide for protection of confidential data and guard against its unauthorized use.

(b)

The following additional contract clause may be included as section (i) in the clause set forth ini 20-1.5405-1 when it 'is determined that award of a follow-on contract woulo constitute an organizational conflict of interest.

(i)

Follow-on effort.

(1) The contractor shall be ineligible to participate in NRC contracts, subcontracts, or proposals therefor (solicited or unsolicited) which stem directly from the contractor's perfonnance of work under this contract.

Furthermore, unless so directed in writing by the contracting officer, the contractor shall not perform any technical consulting or management support services work or evaluation activities under this contract on any of its products or services or the products or services of another firm if the contractor has been substantially involved in the development or marketing of such products or services.

(2)

If the contracto.r under this contract prepares a complete or essentially complete statement of work or specifications, the contractor shall be ineligible to perform or participate in the initial contractual effort which is bascd on such statement of work cr specifications.

The contractor shall not incorporate its products or services in such statement l

of work or specifications unless so directed in writing by the contracting officer, in which case the restriction in this subparagraph shall not apply.

(3)

Nothing in this paragraph shall preclude the contractor from offering or selling its standard connercial items to the government.

5 20-1.5406 Evaluation, findings, and contract award The contracting officer will evaluate all relevant facts submitted 120-1.5404(b) by an offeror pursuant to the representation requirements of and other relevant information.

Af ter evaluating this information agains't the criteria of J 20-1.5403, a finding will be made by the contracting officer whether organizational conflicts of interest exist with respect to a particular offeror.

If it has oeen determined that conflicts of interest exist, then the contracting of ficer shall either:

(a)

Disqualify,tne offeror from award.

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(b)

Avc,id or eliminate such conflicts by appropriate measures; or

( <:) Award the contract under the waiver provision of I20-1.5411.

120-1.5407 Conflicts identified after award.

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If potential organizational conflicts of interest are identified af ter award with respect to a particular contractor, the contracting officer determines that such conflicts do, in fact, exist and that it would not be in the best interests of the government to terminate the contract as provided in the clauses required by $20-1.5405, the contracting officer will take every reasonable action to avoid, eliminate, or, after obtaining a waiver in accordance with 520-1.5411, neutralize the effects of the identified conflict.

520-1.5408 (Reserved)

$20-1.5409 (Reserved) 620-1.5410 5ubcontracts The contracting officer shall require offerors and contrac. tors te submit'a representation statement in accordarce with ! ?0-1.5404(b) from subcontractors and consultants.

The contracting officer snail require the contractor to include contract clauses in accordance with 520-1.5405 in consultant agreements or suocontracts ir.volving performance of work under a prime contract covered by this subsection.

I20-1.5411 Waiver in the first instance, detennination with respect to the need to seek a waiver for specif'ic contract awards shr,11 be made by the contracting officer with the advice and concurrence Of the program office director and the Office of Executive Legal Director.

Upon the recomendation of the contracting officer, and af ter consultation with the Office of the General Counsel, the E00 may waive the policy in specific cases if he determines that it is in the best interest of the United States to do so.

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

(1) The work 1. be performed under contract is vital to the NRC program; (2) the work cannot be satisfactorily perfonned exUpt by a contractor whose interests give rise to a question of conflict of interest; and (3) contracteal and/or technical review and supervision methods can be employed by NRC to neutralize the conflict.

For any such waivers, the justification and approval cocuments shall be placed in the Public Document Room. - _ - -

[

7590 01 620-1. 5412 Remedies In addition to such other remedies as may be permitted by law or contract f6r a breach of the restrictions in this subpart or for any intentional misrepresentation or intentional nondisclosure of any relevant interest required *to be provided for this section, the NRC may debar the contractor from subsequent NRC contracts.

Dated at Washincton. D.C this 27th day of Ma'rch

1979, For the Nuclear Regulatory Commission

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C&1w d h b k.

Samuel p. Chilk Secretary oftthe Commission s

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(REV1 SED-4/87)

BILLING INSTRUCTIONS FOR FIXED PRICE CONTRACT.S AhD PURCHASE ORDERS General. The contractor shall submit vouchers or invoices as prescribed herein.

Form. Claims shall be submitted on the payee's letterhead, invoice or on the Government's Standard' Form 1034 "Public Voucher for Purchases and Services Other lhan Personal," and Standard Form 1035 "Public Voucher for Purchases Order Other Than Personal -- Continuation Sheet." These forms are available from the Government Printing Office, 701 North Capitol Street, Washington, DC 20801.

Number of Copies and Mailing Address. An original and six copies shall be submitted to NRC offices identified below.

Frequency.__ The contractor shall submit an invoice or voucher only after NRC's final acceptance for services rendered or products delivered in performance of the contract unless otherwise spacified in the contract.

Preparation and Itemization of the Voucher.

The voucher shall be prepared in ink or typewriter (without strikeovers) and corrected or erasures must be initialized, it must include the following:

(a) Payor's name and address.

(i)Addresstheoriginalvoucher(with 4 copies) to:

U.S.- Nuclear Regulatory Commissicn, Division of Accounting and Finance, ATTN: GOV /COM Accounts Sections.

Washington, DC 20555.

(ii) Address 2 copies to:

U.S. Nuclear Regulatory Commission, ATTN: E. L. Halman, Director, Division of Contracts, Washington, DC 20550. (iii) The' original copy of the voucher should indicate that (2) copies have been forwarded to the Contracting Officer.

M (b) Voucher numker.,

(c) Date of voucher.

(d) Contract number and cate.

(e) Payee's name and address.

(Show the name of the enntractor and its correct addrcas, except when an assignment has been made by the contractor or a different payee has been desig,nated, then insert the name and address of the payee.)

(f) Descriptier. c.f articles or services, quantity, unit price, and total amount.

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-2 (g) Weight and zone of shipment, if shipped by parcel post.

(h)

Charges for freight or express shipments, and attached prepaid bill, if shipped by freight or express.

(i)

Instructions to consignee to notify Cor.tacting Officer of receipt of shipment.

(j)

Final invoice marked:

"FINAL INV0:CE" Currency.

Billings may be expressed in the currency normally used by the 1

contractor in maintaining his accounting records and payments will be made in that currency.

under the contract may not exceed the total U.S. dollars authorized i

.the contract.

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