ML20204B267
| ML20204B267 | |
| Person / Time | |
|---|---|
| Issue date: | 03/19/1987 |
| From: | Hagan T, Kloxin C NRC OFFICE OF ADMINISTRATION (ADM), SOUTHWESTERN BELL TELEPHONE CO. |
| To: | |
| Shared Package | |
| ML20204B245 | List: |
| References | |
| CON-FIN-D-1851, CON-NRC-33-87-232 NUDOCS 8703250019 | |
| Download: ML20204B267 (24) | |
Text
5 s coNTRAcm A tATasoRosa AWARD / CONTRACT
' *'ot R OPAS 115 CF R abol 1
1 10 UN B. CONT R AC T Free. Duet. 5Arn t.) NO.
3 EFFECT eve DATE
.. REQut&lisON/ PURCHASE REQUE61/ PROJECT ou;,
_NRC-33-87-232 10/1/86 ORM-87-232 s.essuEo ev g
- s. AoMiNisitRto ey est.e.,, an.n seem si j
U.S. Nuclear Regulatory Comission Division of Contracts Washington, DC 20555
- 7. NAME AND ADDRESS Of CONT R AC10R (No.. et, ret. city. county. 80s8c ond MP Code)
- 4. DELIVE R Y Southwe' stern Bell Telephone Company
{ OTHE R (see trioie) fos oRiclN Attn:
Carolyn Kloxin
'- ' ' ' " ' " ' " " " ' ^ * " ' * '
501 East Pawnee. Suite 200, No. 37 Witchita, Kansas 67211 N/A
- 10. SUBMIT INVOICES l6 TEM (d eeples. nares.rher.
I erise speestied; TO THE l2 CODE F ACll ITY CODE ADDRESS SHOWN IN:
- 31. Ship 1O/M ARK F OR
- 42. PAYMENT WILL BE MADE BY J.S. Nuclear Regulatory Comission S:e Section F DRM/ Division of Accounting and Finance GOV /COM atrnnntt. Waehinntnn-nr 70RRE
- 33. AUTHORITY FOR USleeG OTHER THAN FULL AND OPEN COMPETi.
- 14. ACCOUNTING AND A9PROPRIATION DAT A TION FIN: D1851 APPN: 31X0200.107 i
B&R: 10-20-23-01 Amount:
$37,300.00 to u.S C. 230 sten i
as U.S C 253icH 1
15A. ITEM NO.
158. SUPPLIES /SE RVICES 15C. QUANTITY 150. UNIT 15E. UNIT PRICE 15F. AMOUNT See Section B 8703250019 870319 PDR CONTR NRC-33-87-232 PDR TB Control No. 87-M-0307 15G. TOTAL AsieOUNT OF EX)NTRACT > $ 37,300.00
- 16. TABLE OF CONTENTS V)lSEC.l OESCRIPTION lPAGE tS)
WI lSEC l DESCRIPTION lPAGEtS)
PART I-THE SCHEDULE PART 11 - CONTR ACT CLAUSES A
A SOLICITATION / CONTRACT FORM Xl 1 l CONTR ACT CLAUSES l D A
B SUPPLIES OR SE RVICES ANDf' RICES / COSTS 2
PART lit - LIST OF DOCUMENTS. EXHIBITS AND OTHER ATTACH.
A C
DESCRIPTIOft/ SPECS / WORK STATEMENT N/A XlJ l LIST OF ATTACHMENTS l IU A
D PACKAGING AND MARKING N/A PART IV - REPRESENT ATIONS ANO INSTRUCT 80NS A
E INSPECTION AND ACCEPTANCE N/A K
REPRESENTATIONS. CERTIFICATIONS AND A
F DELIVERIES OR PERFORMANCE 4
OTHER STATEMENT % OF OFFERORS A
G CONTRACT ADMINISTRATION DATA 4
L INSTRS.CONDS.. AND NOTICES TO OF F E RORS 6
A H
SPECIAL CONTRACT REQUIREMENTS 5
M EVALUATION FACTORS FOR AWARD CONTRACTING OfflCER Will COMPL ETEITEM 17 OR 18 AS APPLICABL E
- 37. h CONTRACTOR S NEGOTIATED AGREEMENT (Contreefor de re.
i.
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SDPPLIEs/ SERVICES QUANTITY UNIT UNIT PRICE AMOUNT Section B - Supplies or Services and Prices / Costs B.1 Description of Work The Contractor shall provide telecommunica-tion services including, but not limited to, circuitry, installations, removals, mainten-ance and moves of telephones and other associated equipment in support of seismographic circuitry within the state of Kansas. The services shall be provided Estimated at the following location:
Monthly Months Charge 1
Kansas. University (For the period 12 EA 51,208.33
$14,500.00 Bill No. 913-144-0636 10/1/86 through Circuit No. 76PL000080 9/30/87) 2 Kansas University (For the period Bill No. 913-144-0990 5/1/86 through Circuit No. 76PL000068 9/30/87) 17 EA 1,341.17 22,800.00 TOTAL ESTIMATED AMOUNT
$31,300.00 These services shall be provided in accordance with the rates, terms and conditions set forth in applicable Tariffs as filed with and approved by the Kansas Comunication Comission B.2 Consideration and Obligation a.
Thd total estimated amount of this contract (ceiling) for the products /
services ordered, delivered, and accepted under this contract is
$37,300.00. The Contracting Officer 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 $37,300.00.
The Contracting Officer or other individual specifically authorized under this contract may issue orders Ottos 764041 163-4047 34 109 STANDARD FORM 36 (REY.10-83)
Prescribed by CSA MM EDITION USASLE - - - - - - -
OG 3 o OCDO Q. 000 000 Oc30m
no. w mosw -. -in. -. wso w
CONTINUATION SHEET NRC-33-87-232 3
10
,,u ts NAML OF OFFEROH OH CONT RACTOR ITEM NO.
SUPPL.lEs/ SERV!CEs oVANTITY UNIT UNIT PRICE AMOUNT for work up to amount presently obligated. This obligation amount may be unilaterally increased from time to time by the Contracting Officer by written modification to this' contract. The obligation 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 obligation 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 contract. Any work undertaken by the Contractor in excess of the obligation amount specified above is done so at the Contractor's sole risk.
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- CPO 1983 0 - 381-$26 (9050)
FAR les CFR) 53
hRC-33-87-232 Section F - Deliveries and Performance F.1 Duration of Contract Period This contract shall commence on October 1,1986 and end on September 30, 1987.
Section G - Contract Administration Data G.1 Project Officer Authority a.
The Contracting Officer's authorized representative hereinafter referred to as the Project Officer for this contract is:
Name:
Mr. Herbert Rickert Address:
U.S. Nuclear Regulatory Commission Division of Computer and Telecommunications Services, IRM Mail Stop W-331 Washington, DC 20555 Telephone Number: 492-8257 b.
The Project Officer is responsible for:
- 1) Placing Delivery Orders for items required under this contract.
- 2) Monitoring Contractor performance and recommending to the Contracting Officer changes in requirements.
- 3) Inspecting and accepting products / services provided under the contract.
- 4) Reviewing all Contractor invoices / vouchers requesting payment for products / services provided under the contract and making recommendations for approval, disapproval, or suspension.
c.
The Project Officer is not authorized to make changes to the express terms and conditions of this contract.
G.2 Payment Due Date a.
Payments under this contract will be due 30 calendar days after the later of:
- 1) The date of actual receipt of a proper invoice in accordance with the attached " Billing Instructions", or
- 2) The date the supplies / services are 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 these supplies or performance of the services in accordance with the terms of the contract.
NRC-33-87-232 Page 5 c.
If the supplies / services'are rejected for failure to conform to the technical requirements of the contract, or for damage in transit or otherwise, the provisions in paragraph b of this clause will apply to the new delivery of replacement supplies or performance of the services.
l d.
The date of payment by wire transfer through the Treasury Financial Communications Systems 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.3 Interest on Overdue Payments a.
The Prompt Payment Act, Public Law 97-177 (96 STAT. 85, 31 USC 1801) is applicable to payments under this contract and requires the payment of interest to Contractors on overdue payments and 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, OMB Circular A-125 provides that:
- 1) Interest penalties are not required when payment is delayed because of a disagreement over the amount of payment or other issues concerning compliance with the terms of the contract.
[
- 2) Whenever a proper invoice is paid 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.
Section H - Special Contract Requirements f
H.1 Private Use of Contract Infomation and Data l
Except as specifically authorized by this contract, or as otherwise approved by the Contracting Officer, infomation and other data developed or acquired by or furnished the Contractor in the performance of this contract, shall be used only in connection with the work under this contract.
H.2 Contractor Organizational Conflicts of Interest (OMB Clearance Number j
3150-0112) a.
Purpose. The primary purpose of this clause is to aid in ensuring that the Contractor:
1.
Is not placed on a conflicting role because of current or planned interest (financial, contractual, organizational, or otherwise) which relate to the work under this contract, and
NRC-33-87-232 page 6 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)intheactivitiescoveredbythisclause.
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 fim or organization, the result of which may give rise to a conflict of interest with respect to the work being performed under this contract. The Contractor shall ensure that all employees who are employed full time under this contract and employees designated as key personnel, if any, under this contract abide by the provision of this clause.
If the Contractor believes with respect to itself or any such employee that any proposed consultant or other contractual arrangement with any firm or organization may involve a potential conflict of interest, the Contractor shall obtain the written approval of the Contracting Officer prior to execution of such contractual arrangement.
d.
Disclosure after award.
1.
The Contractor warrants that to the best of its knowledge and belief and except as otherwise set forth in this contract, it does not have any organizational conflicts of interest, as definedin41CFR20-1.5402(a).
2.
The Contractor agrees that if after award it discovers organizational conflicts of interest with respect to this contract, it shall make an insnediate 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 interests of the Government.
e.
Access to and use of information.
1.
If the Contractor in the perfomance of this contract obtains access to information, such as NRC plans, policies, reports, studies, financial plans, internal data protected by the privacy Act of 1974 (Pub. L.93-579), or data which has not been released to the public, the Contractor agrees not to:
(1)
Use such information for any private purpose until the infomation has been released to the public; (ii)
Compete for work for the Commission based on such infomation for a period of six (6) months af ter either the completion of this contract or the release of such infomation to the public, whichever is first;
NRC-33-87-232 Page 7 (iii)
Submit an unsolicited proposal to the Government based on such infomation until one year after the release of such infomation to the public, or (iv)
Release the infomation without prior written approval by the Contracting Officer unless such information has previously been released to the public by the NRC.
2.
In addition, the Contractor agrees that to the extent it receives or is given access to proprietary data, data protected by the Privacy Act of 1974 (Pub.
L.93-579), or other confidential or privileged technical, business, or financial information under this contract, the Contractor shall treat such infomation in accordance with restrictions placed on use of the information.
3.
The Contractor shall have, subject to patent and security provisions of this contract, the right to use technical data it produces under this contract for private purposes provided that 2
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 tems " contract," " Contractor," and
" Contracting Officer," shall be appropriately modified to preserve the Government'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 4
i Government may teminate the contract for default, disqualify the Contractor from subsequent contractual efforts, and pursue other i
remedies as may be pemitted by law or this contract.
r 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 in i
(20-1.5411.
l e
)
a l
i
m.__ _ _
NRC-33-87-232 Page 8 l
PART II - CONTRACT CLAUSES Section 1 - Contract Clauses i
1.1 Rates, Charges, and Services (a) The services and facilities furnished hereunder shall be in accordance with all applicable tariff, rates, charges, rules.
l regulations or reqJirements (i) lawfully established by an appropriate governmental regulatory body; and (ii) applicable to j
service and facilities furnished or offered by the contractor to the general public or his subscribers; or at rates, terms and conditions 4
of service facilities furnished or offered by the contractor to the i
general public of his subscriber; or at rates, terms and conditions of service as may be agreed upon subject, when appropriate, to I
jurisdiction of an appropriate governmental regulatory body.
For any services, which are furnished, the Government shall be charged l
f at the lowest rank and under the most favorable terms and conditions i
for similar service and facilities offered to any other customer.
(b) The Government may discontinue the use of any service of facilities furnished hereunder at any time.
Upon discontinuance, the Government shall pay to the contractor all charges for services and facilities adjusted to the effective date of discontinuance.
(c) If at any time the Government defers or changes its orders for any i
of the services hereunder but does not cancel or teminate them, the i
amounts paid or payable to the contractor for providing the services deferred or modified shall be equitably adjusted in accordance with i
applicable tariffs filed by the contractor with deferral or change or, if no tariffs filed by the contractor with the regulatory comission and in effect at the time of the deferral or change or, i
if no tariffs are in effect, by written agreement between the l
Government and the contractor.
Failure to agree on any adjustment shall be a dispute concerning a question of fact within the meaning i
[
of the " Disputes" clause.
(d)Whentheuseofserviceorfacilitiesfurnishedbythecontractoris 1
i interrupted due to any cause other than the negligence or willful l
act of the Government an adjustment of the monthly charges involved shall be made for the service and facilities rendered inoperative by t
reason of the interruption.
The adjustment to the monthly charge j
shall be in accordance with the applicable tariff.
52.232-6 PAYMENT UNDER COMMUNICATION SERVICE CONTRACTS WITH COMMON l.
CARRIERS.
(APR1984)
The Government shall pay the Contractor, in arrears, upon submission of 2
invoices for services and facilities furnished in accordance with the terms of l
CSAs issued under this contract, the rates and charges for the services and i
facilities as set forth in the clause entitled " Rates, Charges and Services."
1 (Endofclause) j (AY7-1702.101971APR)
NRC-33-87-232 Page 9 52.252-2 CLAUSES INCORPORATED BY REFERENCE.
(APR1984)
This contract incorporates the following clauses by reference, with 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 Section E 52.246-4 INSPECTION OF SERVICES--FIXED-PRICE.
(APR 1984)
Section F 52.212-13 STOP-WORK ORDER.
(APR 1984)
Section I 52.202-1 DEFINITIONS.
(APR 1984) 52.203-1 0FFICIALS NOT TO BENEFIT.
(APR 1984) 52.203-5 COVENANT AGAINST CONTINGENT FEES.
(APR 1984) 52.203-6 RESTRICTIONS ON SU8 CONTRACTOR SALES TO THE GOVERNMENT (JUL 1985) 52.208-3 CONFLICTS.
(APR 1984) 52.215-1 EXAMINATION OF RECORDS BY COMPTROLLER GENERAL.
(APR1984) 52.215-33 ORDER OF PRECEDENCE.
(JAN1986) 52.222-26 EQUAL OPPORTUNITY.
(APR 1984) 52.222-35 AFFIRMATIVE ACTION FOR SPECIAL DISA8 LED AND VIETNAM ERA VETERANS (APR1984) 52.222-36 AFFIRMATIVEACTIONFORHANDICAPPEDWORKERS(APR1984) 52.229-3 FEDERAL, STATE. AND LOCAL TAXES (APR 1984) 52.229-5 TAXES--CONTRACTS PERFORMED IN U.S. POSSESSIONS OR PUERTO RICO. (APR 1984) 4 1
52.232-1 PAYMENTS.
(APR 1984) j 52.232-8 DISCOUNTS FOR PROMPT PAYMENT.
(JUL1985) 52.232-11 EXTRAS.
(APR1984) 52.232-17 INTEREST.
(APR1984) 52.232-23 ASSIGNMENT OF CLAIMS.
(JAN 1986)--Alternate I.
(APR1984) 52.233-1 DISPUTES.
(APR 1984)--Alternate I.
(APR 1964) 52.243-1 CHANGES--FIXED-PRICE.
(APR 1984)--Alternate I.
(APR1984) 52.249-4 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (SERVICES) (SHORT FORM).
(APR1984) 52.249-8 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE).
(APR1984) 52.216-18 ORDERING.
52.216-21 REQUIREMENTS.
i I
- - - - - -.. ~ _ _. _. _ _ _ _. _ _ _ _ _ - _ _. - _,,, _ _ _ _ _ - _ _ - - -,,,,, -.., _ _,.
NRC-33-87-232 Page 10 PART III - LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS Section J - List of Attachments J.1 Attachments Attachment Number Title 1
NRC Contractor Organizational Conflicts of Interest (41 CFR Part 20) 2 Billing Instructions l
l
,e
,s 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 conflicts 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.
i 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) 120-1.5401 Scope and Policy 1
(NRC)(a) It is the policy of the U.S. Nuclear Regulatory Connissionto avoid, e 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 I
'give rise to actual or potential conflicts of interest in the event of contract award.
j (b)
Contractor conflict of interest determinations cannot be made l
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 policy guidance.
The ultimate test is:
Might the contractor, if awarded i
the contract, 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 to contractors and offerors only.
Individuals or firms who have other relat'ionships with NRC (e.g., parties to a licensing proceeding) are not covered by this regulation.
This rule does not apply to the acquisition j
of consulting services through the personnel appointment orocess, NRC
I i
7590-01 agreements with other government agencies, international organizations.
or state, local or foreign governments; separate procedures for avoiding i
conflicts of interest will be employed in such agreements, as appropriate.
520-1.5402 Definitions (a)
" 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 perfomed under an NRC contract which:
(1) May diminish its capacity to give impartial, technically l
biased work product, or (2) may result in its being given an unfair sound, objective assistance and advice or me.y otherwise result in a i
competitive advantage.
J (b)
"Research" means any scientific or technical work involving i
theoretical analysis, exploration, or experimentation.
(c)
- Evaluation activities" means any effort involving the appraisal of a technology, process, product, or policy.
l (d)
" Technical consulting and management support services" means l
internal assistance to a component of the NRC in the fomulation or i
administration of its programs, projects, or policies which nomally 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 1.5401(c).
(f)
" Contractor" means any person, fim, unincorporated association.
I joint venture, co-sponstor, partnership, corporation, affiliates thereof, l
or their successors in interest, including their chief executives, directors, key personnel (identified in the contract), proposed consultants or subcontractors, which is a party to a contract with the NRC.
i 1
(g)
" Affiliates" means business concerns which are affiliates of j
each other when either directly or indirectly one concern or individual controls or has the power to control another, or when a third party i
controls or has the power to control both (41 CFR il-1,606-1(e)).
i (h)
" Subcontractor" means any subcontractor of any tier which performsworkunderacontractwiththeNRCexceptsubcontractsforl 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, or subcontractors, submitting a bid or proposal, solicited or unsolicited, to the NRC to obtain a contract.
/
,s 2
-.. -. _ _,....... ~.
- s
.s 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 tem " 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 perfomance.
I20-1.5403 Criteria for recognizing contractor organizational conflicts of interest (a) General.
Two questions will be asked in detemining whether l
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 competitive advantage based on the performance of the contract?
The ultimate determination by NRC as to whether organizational conflicts of interest exist will be made in light of common sense and good business judgment based upon the relevant facts disclosed and the work to be perfomed. While it is difficult to identify and to prescribe in advance l
a specific method for avoiding all of the various situations or relationships which might involve potential organizational conflicts of interest, NRC personnel 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 NRC's decisions on regulatory activities, future procurements, and research programs.
l (b)
Situations or relationships which may give rise to organizational l
conflicts of interest.
(1) The offeror or contractor shall disclose infomation concerning relationships which may give rise to organizational conflicts of interest under the following circumstances:
l (1) Where the offeror or contractor provides advice and reconsnandations l
to the NRC in a technical area in which it is also providing consulting assistance in the same area to any organization regulated by the 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.
(iii) Where the offeror or contractor evaluates its own products or I
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 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.
1 j
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 6 20-1.5405-2 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 j
procurements using such approaches or methodologies.
j l
(iii) Where the offeror or contractor is granted access to information
, not available to the public concerning NRC plans, policies, or programs l
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 otherwise l
result in an unfair competitive advantage for the offeror or contractor.
i (c)
Policy application guidance. The following examples are illustrative only and are not intended to identify and resolve all contractor organizational conflict of interest situations.
(1) Example, j
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 i
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.
l' advises that it is currently performing similar analyses for the reactor manufacturer.
Guidance. An NRC contract for that particular work nortnally would I
not be awarded to the XYZ Corp, because it would be 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 perfom certain analyses of a reactor component 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 A8C Corp.
projects have any relationship to the work called for in the RFP. Based on the NRC evaluation, the A8C Corp. is considered to be the best qualified company to perform the work outlined in the RFP.
- a.
~
7590-01 Guidance.
An NRC contract normally could be awarded to the ABC Corp. because no conflict of interest exists which would motivate bias 4
i 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 perfomance of similar work for the company developing the t
advanced reactor mentioned in the example.
t (3)
Example.
As a result of operating problems in a certain type of consercial nuclear facility, it is imperative that NRC secure specific data on various. operational aspects of that type of plant so as to i
assure adequate safety pr%tection of the public.
Only one manufacturer has extensive experience with that type.of plant.
Consequently, that l
company is the only one with whom NRC can contract 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 i
might result from the data produced because those decihions affect the reactor's design and thus the company's costs.
I Guidance. This situation would place the manufacturer in a role in i
which its judgment could be biased in relationship to its work for NRC.
Since the nature of the work required is vitally important in tems of NRC's responsibilities and no reasonable alternative exists, a waiver of i
the policy may be warranted.
Any such waiver shall be fully documented j
and coordinated in accordance with the waiver provisions of this policy i
with particular attention to the establishment of protective mechanisms to guard against bias.
(4)
Example.
The A8C Co. submits a proposa'l for a new system for l
evaluating a specific reactor component's perfomance for the purpose of developing standards that are important to the NRC program. The A8C Co.
l has advised NRC that it intends to sell the new system to industry once l
its practicability has been demonstrated.
Other companies in this f
business are using oider systems for evaluation of the specific reactor component.
l Guidance. A contract could be awarded to the A8C 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 i
l has been reported to NRC. Information which is reported to NRC by contractors will normally be disseminated by MRC to others so as to preclude an l
unfair competitive advantage that might otherwise accrue. When NRC furnishes infomation to the contractor for the performance of contract work, it shall not be used in the contractor's private activities unless such infomation is generally available to others.
Further, the contract will stipulate that the contractor will infom the NRC contracting
(
officer of all situations in which the information developed under the i
contract is proposed to be used.
i
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. Infoms the NRC that it is presently doing seismological studies for several utilities in the Eastern United States but none of the sites are within the geographic area contemplated by the NRC study.
Guidance.
The contracting officer would nomally conclude that award of a contract would not place ABC Con. in a conflicting role where its judgment might be biased.
The work for others clause of 820-1.5405-1(c) would preclude ABC Corp. fmm 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 relevant to a detamination of the existence of such conflicts prior to the award of i
a contract.
(2)
It is not relevant that the contractor has the professional reputation of being able to resist temptations which arise from orynizational conflicts of interest, or that a follow-on procurement is not invo' ved, or that a contract is awarded on a competitive or a sole source basis.
120-1.5404 Representation (a) The following procedures are designed to assist'the NRC contracting officer in determining whether situations or relationships exist which may constitute organizational conflicts of interest with respect to a particular offeror or contractor.
(b)
Representation procedure.
The following organizational conflicts of interest representation provision shall be included in all solicitations and unsolicited proposals for:
(1) Evaluation services or activities; (2) technical consulting and management support services; o
(3) research; and (4) other contractual situations where special organizational conflicts of interest provision; are noted in the solicitation and would be included in tem resulting contract.
This representation requirement shall :1so apply to all modifications for additional effort under the contract except those issued under the " changes" clause.
Where, however, a statement of the type required by the ormnizational conflicts of interest representation. provision has prev' ously been submitted with regard to the contract being modified, only an updating of such statement shall be required. *
,.,,s 75b-01 i
i I
ORGANIZATIONAL CONFLICTS OF INTEREST REPRESENTATION
! represent to the best of my knowledge and belief that:
l The award to of a contract or the modification of an l
existing contract does ( ) or 49es not ( ) involve situations or relationships j
of the type set forth in 41 CFR I20-1.5403(b)(1).
4 l
(c)
Instructions to offerors.
The following shall be included in all NRC solicitations:
(1) If the representation as completed indicates 1
i that situations or relationships of the type set forth in 41 CFR 820-1.5403(b)(1) are 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 l
all relevant facts bearing on his representation to the contracting officer.
If the contracting officer determines that organizational (1)Imposeappropriate conflicts exist, the following actions may)be taken: disqualify the offeror, or conditionswhichavoidsuchconflicts.(11 (iii) detemine that it is otherwise in the best interest of the United l
States to seek award of the contract under the waiver provisions of i
120-1.5411.
i (2) The refusal to provide the representation required by i20-
)
1.5404(b) or upon request of the contracting officer the facts required
)
by 'l20-1.5404(c), shall result in disqualification of the offeror for award.
The nondisclosure or misrepresentation of any relevant interest j
may also result la the disqualification of the offeror for awards or if such nondisclosure or misrepresentation is discovered after award, the I
i resulting contract may be terminated.
The offeror may also be disqualified l
from subsequent related NRC contracts and be subject to such other i
remedial actions provided by law or the resulting contract.
l l
(d) The offeror may, because of actual or potential organizational j
conflicts of interest, propose to exclude specific kinds of work from the statements of work contained in a RFP unless the RFP specifically i
prohibits such exclusion.
Any such proposed exclusion by an offeror l
l will be considered by the NRC in the evaluation of proposals.
If the l
NRC considers the proposed excluded work to be an essential or integral l
part of the required work and its exclusion would work to the detriment l
l of the competitive posture of the other offerers, the proposal must be 1
rejected as unacceptable.
\\
(e)
The offeror's failure to execute the representation required by subsection (b) above with respect to invitation for bids will be considered to be a minor informality, and the offeror will be permitted l
l to correct the omission.
I 20 1.5405 Contract clauses i
i 20-1.5405-1 General contract clause l
l l,
i
.- L
7590 01 All contracts of the types set forth in i20-1.5404(b) shall include the following clauses:
The primary (purpose of this clause is to aid in1) is not pla (a)
Purpose.
ensuring that the contractor:
because of current or planned interest (financial, contractual, organizational, or othemise) 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 6s defined in 41 CFR I 20-1.5402(f) in the actitities covered by this clause.
(c) Work for others.
Notwithstanding any other provision of this contract, during the tem of this contract, the contractor agrees to forego 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 fim 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 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 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 contractor has taxen or proposes to take to avoid or mitigat,a such conflicts.
The NRC may, however, terminate the contract for convenience if it deems such termination 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 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 l',
-H-
.,s
/r PART 20,CENERAC J'[
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 conflicts of interest.
20-1.5404 Representation.
20-1.5405 Contract clauses.
20-1.5405-1 General contract clause.
i l
20-1.5405-2 Special contract provisions.
l 20-1.5406 Evaluation, findings, and. contract award.
20-1.5407 Conflicts identified aftes award.
l 20-1.5408 (Reserved) 20-1.5409 (Reserved) i 20-1.5410 Subcontractors.
20-1.5411 Waiver.
l 20-1.5412 Remedies.
l AUTHORITY:
Sec. 8. Pub. L.95-601, adding Sec. 170A to Pub. L.
I 83-703, 68 Stat. g1p, as amnded (42 U.S.C. ch.14) l 120-1.5401 Scope and Policy 4
(NRC)(a)ItisthepolicyoftheU.S.NuclearRegulatoryCommission to avoid, eliminate or neutralize, contractor organi.tetiont) onflicts of interest.
The NRC achieves this objective 'oy requying 711 prospactive contractors to submit infomation describing relations?.ipt., If any,
'th i
organizations or persons (including those regulated by NRC) which me) j
'give rise to actual or potential conflicts of interest in tne event t
- contract award.
/
l i
(b) Contracter conflict of interest deteminations >cer not be r de
[
a automatically or routinely; the application of sound judgant on v9tually a case-by-case basis is necessary if the policy is to be apslied '.o as I
to satisfy the overall public Sterest.
It is not possible to pr escrit,a a
in advance a specific method or ),st of criteria which would servo to identify and resolve all of the contractor conflict of interest aituatiens which might ariset honever, ec mples are provided in thent regula dons' to guide application of W' policy.
NRC contracting ard progree,4 officials i
I must be alert to other situations which may warrant ap911 cation of this j
policy guidance.
The ultimate test is:
Might the contractor, if awaded the coni,ract, be placed in a position where its. Judgment may be bia 4
(
l or where it may have an enfair competitive advantage?
1 l
(c) The conflict of interest rule contained in this subpart applies i
ter contractors and offerors only.
Individuals or firms who have other l
l relatrionships with NRC (e.g., parties to a Itcensing pro eeding) are not 1
covered by this regulation.
This rule does not apply to che acquisition i
of consulting services through the personnel topvintment orocess, EC ;
d
l bu 7590-01
-\\ &' s >
l
'/
- j. agreements with other government agencies, international organizations, i
I/
- ^ or state, local or foreign governments; separate procedures for avoiding conflfr.ts of interest will be employed in such agreements, as appropriate.
r 520i.5402 Definitions l
p (a)
" Organizational conflicts of interest" means that a relationship exists whereby a contractor or prospective contractor has present or i
planned interests related to the work to be performed under an NRC contract which:
(1) May diminish its capacity to give impartial, technically sound, objective assistance and advice or may otherwise result in a
}
biased work product, or (2) may result in its being given an unfair i
t
,/~
competitive advantage.
!G (b)
"Research" means any scientific or technical work involving j:
' theoretical analysis, exploration, or experimentation.
1 i
(c)
- Evaluation activities" means any effort involving the appraisal
(
f, of a technology, process, product, or policy.
t t.
i o
(d)
" Technical consulting and management support services" means j
l internal assistance to a component of the NRC in the fomulation or j
acLninistration of its programs, projects, or policies which normally i
require the contractor to be given access to information which has not i
b':en made available to the public or proprietary infomation.
Such l
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 j
with the NRC except as provided in Section 20-1.5401(c).
j (f)
" Contractor" means any person, fim, unincorporated association.
D joint venture, co-sponstor, partnership, corporation, affiliates thereof, or their successors in interest, including their chief executives, directers, key personnel (identified in the contract), proposed consultants j
or seconcractors, which is a party to a contract with the NRC.
l 1
(g)
" Affiliates" means business concerns which are affiliates of i'
each other when either directly or indirectly one concern or individual controls or has the power to control another, or when a third party l
controls or has the power to control both (41 CFR Il-1.606-1(e)).
i s
1 (h)
" Subcontractor" means any subcontractor of any tier which performs work under a contract with the NRC except subcontracts for l i
supplies and subcontracts in amounts of $10,000 or less.
1 (1)
" Prospective contractor" or " offeror" means any person, firm, anincorporated association, joint venture, partnership, corporation, or
~
affiliaces thereof, including its chief executive, directors, key personnel (identified in the proposal), proposed consultants, or subcontractors, Mutaitting a bid or proposal, solicited or unsolicited, to the NRC to l/
ahtain a ccatract.
I i
./
, ~.
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 tem " 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.
1 520-1.5403 Criteria for recognizing contractor organizational conflicts of interest L
(a) General.
Two questions will be asked in determining whether 1
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 competitive advantage based on the perfonnance of the contract?
The ultimate determination by NRC as to whether organizational conflicts of interest exist will be made in light of comon sense and good business judgment based upon the relevant facts disclosed and the work to be performed. While it is difficult to identify and to prescribe in advance a specific method for avoiding all of the various situations or relationships which might involve potential organizational conflicts of interest, NRC personnel will pay particular attention to proposed contractual requirements which call for the rendering of advice, consultation or evaluation activities, or similar activities that lay direct groundwork for the NRC's decisions on regulatory activities, future procurements, and research programs.
(b)
Situations or relationships which may give rise to organizational conflicts of interest.
(1) The c,fferor or contractor shall disclose infonnation concerning relationships which may give rise to organizational conflicts of interest unde'r the following circumstances:
(1) Where the offeror or contractor provides advice and recomendations to the NRC in a technical area in which it is also providing consulting assistance in the same aren to any organization regulated by the 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 organizaticti. regulated by the NRC.
(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 substatttially involved in their development or marketing'.
(iv) Where the award of a contract would 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 otherwise l
result in an unfair competitive advantage for the offeror or contractor. --
i 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.
(111) Where the offeror or contractor is granted access to infomation
. 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 infomation of its competitors.
(v) Where the award of a contract might otherwiss r5sult 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 otherwise result in an unfair competitive advantage for the offeror or contractor.
(c) Policy application guidance.
The following examples are illustrative only and are not intended to identify and resolve all contractor organizational conflict of interest situations.
(1) 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 contract for that particular work norpally would not be awarded to the XYZ Corp. because it would be 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 perform certain analyses of a reactor component 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
,s 7590-01 1
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 perfomance of the NRC contract with the private sector which could create a conflict.
For example ABC Corp. would be precluded from the perfomance of similar work for the company developing the advanced 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 protection of the public.
Ortly one manufacturer has extensive experience with that type of plant.
Consequently, that company is the only one with.whom NRC can contract 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 decihions affect the reactor's design and thes the company's costs.
l 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 tems of NRC'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 attention to the establishment of protective mechanisms to guard against bias.
(4)
Example.
The ABC Co. submits a proposa'l for a new system for evaluating a specnic reactor component's perfomance for the purpose of developing standards that are imsiortant to the NRC program. The ABC Co.
has advised NRC that it intends to sell the new system to industry once its practicability has been 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 infomation to the contractor for the perfomance of contract work, it shall not be used in the contractor's private activities unless such infcrmation is generally available to others.
Further,. the contract will stipulate that the contractor will infom the NRC contracting l
officer of all situations in which the information developed under the contract is proposed to be used.
l lw.
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 within the geographic area contemplated by the NRC study.
Guidance.
The contracting officer would nomally conclude that award of a contract would not place ABC Corp. in a conflicting role where its judgment might be biased.
The work for others clause of a20-l.5405-1(c) would preclude ABC Corp. from accepting work during the tem j
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 relevant 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 reputation of being able to resist temptations which arise from organizational conflicts of interest, or that a follow-on procurement is not invol~ ed, v
or that a contract is awarded on a competl1tive or a sole source basis.
I20-1.5404 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 i
particular offeror or contractor.
(b)
Representation procedure.
The following organizational conflicts of interest representation provision shall be included in all solicitations and unsolicited proposals for:
(1) Evaluation services or activities; (2) technical consulting and management support services; o
(3) research; and (4) other contractual situations where special organizational conflicts of interest provisions are noted in the solicitation and would be included in toe resulting contract.
This representation requirement shall.lso apply to all modifications for additional effort under the 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 modified, only an updating of such statement shall be required. ;,
n
75h0-01 ORGANIZATIONAL CONFLICTS OF INTEREST REPRESENTATION I represent to the best of my knowledge and belief that:
The award to of a contract or the modification of an existing contract does ( ) or does not ( ) involve situations or relationships of the type set forth in 41 CFR'l20-1.5403(b)(1).
(c)
Instructions to offerors.
The following shall be included in all NRC solicitations:
(1) If the representation as completed indicates that situations or relationships of the type set forth in 41 CFR 520-1.5403(b)(1) are 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 detemines that organizational conflicts exist, the following actions may be taken:
(i) Impose appropriate conditions which avoid such conflicts. (ii) disqualify the offeror, or (iii) detennine that it is otherwise 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 '520-1.5404(c), shall result in disqualification of the offeror for award.
The nondisclosure or misrepresentation of any relevant interest may also result in the disqualification of the offeror for 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 offeror 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 representation required by subsection (b) above with respect to invitation for bids will be considered to be 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._
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 ensuring that the contractor:
(1) Is not placed in a conflicting role because of current or planned interest (financial, contractual, organizational, or othemise) 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, i
)
(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 actitities 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 forego 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.
l The contractor shall ensure that all employees who are employed full time under this contract and employees designated as key personnel, if l
any, under this contract abide by the provision of this clause.
If the l
contractor believes with respect to itself or any such employee that any proposed consultant or other contractual arrangement with any firm or i
organization may involve a potential conflict of interest, the contractor
{
shall obtain the written approval of the contracting 'fficer prior to o
execution of such contractual arrangement.
I (d)
Disclosure after award.
(1) The contractor warrants that to the best of its knowledge and belief and except as othemise 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 i
contractor has taken or proposes to take' to avoid or mitigat,a 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 i
the perfomance of this. contract obtains access to information, such as NRC plans, policies, reports, studies, financial plans, internal data protected by the Privacy Act of 1974 (Pub. L.93-579), or data which has not been released to the public, the 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
- r
.a.
. ~ _ _ _,
4
=
,4 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 prcposal to the government based on such information until one year after the release of such information to the public, or (iv) release the information without prior written approval by the contracting officer unless such information has previously been released to the public by the NRC.'
(2)
In addition, the contractor agrees that to the extent it receives or is given access to proprietary data, data protected by the Privacy Act of 1974 (Pub. L.93-579), or other confidential or privileged technical, business, or financial information under this contract, the contractor shall treat such 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 i
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 shall include this clause, including this paragraph, in subcontracts of any tier.
The terms " contract," " contractor," and
" contracting officer,"*shall be appropriately modified to preserve the government's rights.
i l
(g)
Remedies.
For breach of any of the above proscriptions 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 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 l
in 520-1.5411.
l 5 20-1.5405-2 Special contract provisions.
l (a)
If it is determined from the nature of the proposed contract l
that organizational conflicts of interest exist, the contracting officer may determine that such conflict can be avoided or after obtaining a waiver in accordance with 520-1.5411. neutralized through th.e use of an appropriate special contract provision.
If appropriate, the offeror may negotiate the terms and conditions of these clauses, including the extent and time period of any such restriction. These provisions include but are not limited to:
l _
7590-01 (1)
Hardware exclusion clauses which prohibit the acceptance of production contfacts following a related nonproduction contract previously performed by the contractor; (2)
Software exclusion clauses; is (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 (1) in the clause set forth in s 20-1.5405-1 when it is determined that award of a follow-on contract would 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 performance 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 contractor under this contract prepares a complete or essentially complete statement of work or specifications, the contfactor shall be ineligible to perform _or participate in the initial contractual effort which is based on such statement of work or specifications.
The contractor shall not incorporate its products or services in such statement 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 commercial items to the government.
5 20-1.5406 Evaluation, findings, and contract award The contracting officer will evaluate all relevant facts submitted by an offeror pursuant to the representation requirements of $20-1.5404(b) and other relevant information.
Af ter evaluating this information agains't the criteria of 320-1.5403, 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 l
interest exist, then tne contracting officer shall eitner:
i (a)
Disqualify,tne offeror from award, i
f
.' ',/#
.)g.
,,..w 7590-01 (b)
Avoid or eliminate such conflicts by appropriate measures; or (c)
Award the contract under the waiver provision of $20-1.5411.
j 520-1.5407 Conflicts identified af ter award.
If potential organizational conflicts of interest are identified i
after 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 520-1.5405, 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) 520-1.5409 (Reserved) 520-1.5410 Subcontracts The contracting officer shall require offerors and contractors to submit'a representation statement in accordance with 520-1.5404(b) from
_ subcontractors and consultants.
The contracting officer shall require the contractor to include contract clauses in accordance with 520-1.5405 in consultant agreements or subcontracts involving performance of work under a prime contract covered by this subsection.
i20-1.5411 Waiver In the first instance, determination with respect to the need to seek a waiver for specific contract awards shall 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 after consultation with the Office of the General Counsel, the EDO may waive the policy in specific cases if he determines that it is in the best interest of the United States to do i
50.
Such action shall be strictly limited to those situations in which:
(1) The work to be performed under contract is vital to the NRC prcgram; (2) the work cannot be satisfactorily performed except by a contractor whose interests give rise to a question of conflict of interest; and (3) contractual and/or technical review and supervision methods can be j
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 Rimedies 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 Washinaton. 0.C this 27th day of Ma'rch 1979.
For the Nuclear Regulatory Commission O.
CCCun d b Samuel
. Chilk Secretary of the Commission e
I 1
32
.'o
- r
/.r 4
BILLING INSTRUCTIONS FOR FIXED PRICE CONTRACTS AND PURCHASE ORDERS General.
The contractor shall submit vouchers or invoices as prescribed here fn.
Form.
HeTeovernment's Standard Fom 1034 "Public Voucher for Pu Services Other Than Personal," and Standard Form 1035 "Public Voucher for i
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.
submitted to NRC offices identified below.An original and six copies shall be Frequency. The contractor shall submit an invoice or voucher only after NRC's final acceptance for services rendered or products delivered in perfomance of the contract unless otherwise specified 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.
(1) Address the original voucher (with 4 copies) to:
U.S. Nuclear Regulatory Commission, Division of Accounting Office of the Controller, 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 20555. (111) The original copy of the voucher should indicate that (2) copies have been forwarded to the Contracting Officer.
(b) Voucher number.
(c) Date of voucher.
(d) Contract number and date.
)
(e) Payee's name and address.
(Show the name of the contractor and its correct address, except when an assignment has been made by the contractor or a different payee has been designated, then 1
insert the name and address of the payee.)
(f) Description of articles or services, quantity, unit price, and total amount.
i
Ut i',
(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.
(1) Instructions to consignee to notify Contacting Officer of receipt of shipment.
(j) Final invoice marked: " FINAL INVOICE" Currency. Billings may be expressed in the currency normally used by the contractor in maintaining his accounting records and payments will be made in that currency. However, the U.S. dollar equivalent for all invoices paid under the contract may not exceed the total U.S. dollars authorized in the contract.
,