ML20244C575

Contract: Investigative Svcs, Awarded to as Rosenthal

ML20244C575
Person / Time
Issue date:	03/24/1989
From:	Halman E, Rosenthal A NRC OFFICE OF ADMINISTRATION (ADM), ROSENTHAL, A.S.
To:
Shared Package
ML20244C566	List: ML20244C564 ML20244C575
References
CON-FIN-L-11889, CON-NRC-34-89-347 NUDOCS 8904200278
Download: ML20244C575 (34)

Text

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l AWARD / CONTRACT Page 1 of 2 Pages

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

2. CONTRACT NO.

l3. EFFECTIVE DATE l4. REQUISITION / PURCHASE (Proc. Inst. Ident.) No.l l

REQUEST / PROJECT NO.

NRC-34-89-347 l

02/28/89 l

OCM-89-347

5. ISSUED BY Code:

l6. ADMINISTERED BY Code:

l-(If other than Item 5) k U.S. Nuclear Regulatory. commission l

Div.'of Contracts & Property Mgmt.

l Mail Stop P-1114 l

l Washington, DC 20555 l

l CONTACT - Edward L. Halman l

PHONE - 301-492-4347

7. NAME AND ADDRESS OF CONTRACTOR l 8. DELIVERY Alan S. Rosenthal l

()

FOB ORIGIN 3203 Kent Street l

(X)

OTHER (See below)

Kensington, MD 20895 l

l 9. DISCOUNT FOR PROMPT. PAYMENT l

N/A Code:

l Facility Code:

10. SUBMIT INVOICES (4 copies unless otherwise specified) TO THE ADDRESS SHOWN IN ITEM: 12

11. SHIP T0/

CODE N/A l12. PAYMENT WILL CODE MARK FOR l

BE MADE BY See Section F.4 herein l

U.S. Nuclear Regulatory Commission l

Division of Accounting and Finance l

GOV /COM Accounting Section l

Washington, DC 20555 l

13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION

(.) 10 U.S.C. 2304(c)( ) (X) 41 U.S.C. 253(c) (2) 1

14. ACCOUNTING AND APPROPRIATION DATA B&R No. 9701901000 Fin. No. L11889 l

APPN. No. 31X020.970

]

15A. ITEM 158. SUPPLIES /

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

SERVICES PRICE

{

Investigative Services i

8904200278 890324

-3 347 PDC 15G. TOTAL AMOUNT OF CONTRACT

$30,000.00 EXCEPTION TO STANDARD FORM SF26 (REV.4-85)

Prescribed by GSA FAR(48 CFR) 53.214(a)

1 4

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AWARD / CONTRACT Page 2 of 2 Pages 16.

TABLE OF CONTENTS SEC DESCRIPTION PAGE(S)

PART I - THE SCHEDULE A

ICITATION/ CONTRACT FORM B

SUP S OR SERVICES AND PRICES / COSTS C

DESCRIP

/ SPECIFICATIONS / WORK STATEMENT D

PACKAGING A RKING E

INSPECTION AND A TANCE F

DELIVERIES OR PERFOR E

G CONTRACT ADMINISTRATION H

SPECIAL CONTRACT REQUIREMENT.

PART II - CO CT CLAUSES I

CONTRACT CLAUSES PART III - LIST OF DOCUMENTS, EXHIBITS OTHER ATTACHMENTS J

LIST OF ATTACHMENTS PART IV - REPRESENTATIONS AND INSTRUCT K

REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS FFERORS L

INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFER 0RS M

EVALUATION FACTORS FOR AWARD 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) 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 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 l 20A. NAME OF CONTRACTING OFFICER (Type or print) l Edward L. Halman h\\an T.

kpRdh6 l

19B. NAME OF CONTRACTOR l 20B. UNITED STAT S OE AM A

by 2/.

by (Signature of person authorized to sign)'

(Signature of Contracting Officer)

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19C.

ATE SIG ED 20C. DATE SIGNED g

g EXCEPTION TO STANDARD FORM 26 (REV.4-85) 1

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TABLE OF CONTENTS PAGE AWARD / CONTRACT 1

TABLE OF CONTENTS..........................

3 PART I - THE SCHEDULE........................

4 SECTION B - SUPPLIES OR SERVICES AND PRICE / COSTS..........

4 B.1 BRIEF DESCRIPTION OF WORK (MAR 1987)............

4 B.2 CONTRACT CEILING AMOUNT..................

4 B.3 SCHEDULE OF PRICES / COSTS..................

4 SECTION C - DESCRIPTION / SPECIFICATION..........

5

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

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

8 F.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE.

8 F.2 PLACE OF DELIVERY--REPORTS (JUNE 1988)...........

8 F.3 DURATION OF CONTRACT PERIOD (MAR 1987)...........

8 F.4 LETTER PROGRESS REPORT...................

8 SECTION G - CONTRACT ADMINISTRATION DATA..............

10 G.1 PROJECT OFFICER AUTHORITY (JUNE 1988)...........

10 G.2 TRAVEL REIMBURSEMENT (JUNE 1988) ALTERNATE I (JUNE 1988)..

12 SECTION H - SPECIAL CONTRACT REQUIREMENTS..............

13 H.1 PRIVATE USE OF CONTRACT INFORMATION AND DATA (JUNE 1988)..

13 H.2 DRAWINGS, DESIGNS, AND SPECIFICATIONS (JUN 1988)......

13 H.3 ORGANIZATIONAL CONFLICTS OF INTEREST............

13 (OMB CLEARANCE NUMBER 3150-0112) (JUNE 1988)

H.4 SITE ACCESS BADGE REQUIREMENTS (JUNE 1988).........

15 H.5 SUBCONTRACT APPROVAL....................

16 PART II - CONTRACT CLAUSES.....................

17 CONTRACT CLAUSES...................

17 SECTION I I.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE.

17 1.2 CLAUSES INCORPORATED BY REFERENCE.............

18 (FAR 52.252-2) (JUN 1988)

PART III - LIST OF DOCUMENTS, EXHIBITS..........

19 AND OTHER ATTACHMENTS SECTION J - LIST OF ATTACHMENTS...............

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

19 l

NRC-34-89-347 Page 4 Section B PART I - THE SCHEDULE SECTION 8 - SUPPLIES OR SERVICES AND PRICE / COSTS B.1 BRIEF DESCRIPTION OF WORK (MAR 1987)

Investigative Services (End of Clause)

B.2 CONTRACT CEILING AMOUNT The ceiling price to the Government for performance of the work specified in section C. herein shall not exceed $30,000.00 unless otherwise modified by the Contracting Officer.

B.3 SCHEDULE OF PRICES / COSTS The contractor shall provide services as specified in section C. herein on a time and materials basis, as follows:

Compensation for services of Judge Rosenthal shall be $500 per day.

Fractional parts of a day shall be paid at the rate of $62.50 per hour. A " day" is defined as an 8 hour9.259259e-5 days <br />0.00222 hours <br />1.322751e-5 weeks <br />3.044e-6 months <br /> period between the hours of 7:30 a.m. and 6:00 p.m.

Premium pay for time worked in excess of an 8 hour9.259259e-5 days <br />0.00222 hours <br />1.322751e-5 weeks <br />3.044e-6 months <br /> day or for time worked on weekends or holidays is not allowable under this contract, unless otherwise authorized by the Contracting Officer.

Material incidental to performance, including subcontracts (see H.7 herein) shall be reimbursed at actual costs.

Travel costs, if any, shall be reimbursed in accordance with section G.2 herein.

FAR 52.232-7 " Payments Under Time and Materials and Labor Hour Contracts" is incorporated by reference in section I. herein.

Pursuant to paragraph (a)(1) therein, the contractor may be reimbursed at either the daily or the hourly rate, as appropriate to the hours worked.

In addition, paragraph (a)(2), which provides for Government withholding of five per cent of amounts due under each invoice, is hereby deleted.

(End of Clause)

i Page 5 l NRC-34-89-347 Section C 4

SECTION C - DESCRIPTION / SPECIFICATION

/ WORK STATEMENT

~C.1 STATEMENT OF WORK (MAR 1987)

C.1.1

Background

.The NRC has an urgent requirement for investigative services to resolve certain outstanding allegations concerning the manner in which NRC's Office of Investigations (01) performs its functions.

That office performs critical, highly visible investigations of NRC. licensees, contractors, vendors and employees of these entities.

The timely resolution of these allegations is essential since OI must'have the public's full confidence in order to perform its mission.

Investigative services to be performed under this contract are a matter of strong concern to NRC management and the Congress.

C.1.2 Contract Objective The objective of this procurement will include on going investigations where the focus of the investigation is 01 as well as any new investigations that might be initiated as a result of allegations received prior to the activation of the Inspector General for the NRC. The contractor shall provide independent-investigative services, and shall furnish fully documented reports in all cases, be consistent with the agency'gative services shall, of his investigative findings.

Such investi s need for timely resolution of the allegations.

C.I.3 Appointment as Agent The contractor is appointed as agent for the NRC for purposes of administering oaths and such other ministerial functions as may be l-necessary to perform the investigative activities required in this statement of work.

Work Requirements C.1.4.1. Scope of Work l

l The contractor shall perform any and all investigations necessary I

to accomplish the contract objectives, either directly or through subcontractors approved under this contract.

The NRC shall provide required office space, furniture, equipment, telephone service and the like, together with all necessary secretarial, clerical, administrative and other support that the contractor may require in his investigation.

The NRC further agrees to cooperate fully in this investigation, and to grant the contractor ';nimpeded access to all necessary NRC files and documents. The priority to

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e Page 6 l NRC-34-89-347 Section C

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be assigned allegations that 01 personnel have not properly performed their assigned duties will be established by the contractor in consultation wi_th the Project Officer. The contractor shall conduct complete investigations in accordance with the terms of this contract.

C.l.4.2 Record Review The contractor shall review the record of The Office of Inspector and Auditor concerning any pending investigations of the Office of Investigations.

Such reviews of the record shall include previous 4

investigative materials, reports, and other documents which j

reflect relevant information or the conclusions of those prior l

investigative efforts.

Record reviews shall, to the extent the j

contractor deems necessary, include such supporting materials as i

records of interviews, transcripts, and tapes associated with the l

prior investigation, as well as the underlying documents referred I

to in those materials.

C.1.4.3 Independent Review In addition to his review of any prior investigative records, the contractor shall conduct such investigations and reviews as are necessary to independently determine the validity of the allegations that OI personnel did not properly perform their assigned duties.

This may involve interviews with witnesses, both formally transcribed by a court reporter and informal.

Such independent reviews may also include any and all relevant documentary materials not contained in the prior investigatory files, including internal NRC memoranda and other papers generated by NRC staff; correspondence with other federal agencies on the prior investigation; and other relevant documents obtained from licensees, contractors, and other entities.

In sum, the contractor is to take such additional investigative steps as are necessary to assure its full, accurate and complete assessment of the allegations in question.

C.1.4.4 Investigative Report The contractor shall furnish an investigative report upon completing each investigation of allegations that 01 personnel did not properly perform their assigned duties.

Such reports shall contain complete findings as to the validity of the the allegations, and shall fully document the reasons for those findings. To the extent that the contractor's findings differ from those reflected in the prior investigatory materials, the contractor shall identify those differences and, to the maximum extent practicable, the reasons for the differences.

Investigative reports shall not contain recommendations on what management action should be taken based on the findings in the reports. The delivery dates for investigative reports shall be established by mutual agreement between the NRC and the contractor.

C.1.4.5 Briefings fC

Page 7 NRC-34-89-347 Section C

.The contractor may be requested to provide oral briefings for the Commission, the Congress, and other interested parties on his L

findings after delivery of an investigative report.

Such oral briefings shall be undertaken only in accordance with the written-request of the contracting officer, which request shall identify the time, place and audience for the briefing.

Necessary time to prepare'for any oral briefings, as well as the actual briefing itself, shall be included in this task.

1 C.I.5 Inconsistent Arrangements Effective as of the execution of this contract all arrangements with the contractor which are inconsistent with the terms of this contract shall be of no force or effect.

(End of Clause)

Page 8l NRC-34-89-347 Section F' B

4 SECTION F - DELIVERIES OR PERFORMANCE F.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE NOTICE: The following solicitation provisions and/or contract clauses pertinent to this section are hereby incorporated by reference:

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

NUMBER-DATE

. TITLE 52.212-13 APR 1984 STOP-WORK ORDER F.2 PLACE OF DELIVERY--REPORTS (JUNE 1988).

The items to be furnished hereunder shall be delivered, with all charges paid by the Contractor, to:

Project Officer (1 copies) l U. S.LNuclear Regulatory Commission ATTN: Bradley W. Jones M.S. 16 H3 Washington, D.C.

20555 (End of Clause)

F.3 DURATION OF CONTRACT PERIOD (MAR 1987)

.This contract shall commence on 02/28/89 and will expire on 9/30/89.

(EndofClause)

F.4 LETTER PROGRESS REPORT The contractor shall provide a monthly letter status report to the Project Officer and the Contracting Officer.

The report is due by the 15th day of each month and shall cover the prior month's activities.

Only the financial aspects of the contractor's monthly activities shall be provided to the Contracting Officer.

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.NRC-34-89-347 Section~F~

f The report shall include the following:

1.

List the contract number.

2.

Specify the period covered by the report.

3.

Provide a summary of the effort performed during that period.

4.

List any problems or delays encountered or anticipated.

Include any recommendations for resolutions.

5.

Attach the contractor's daily log for the reporting period, which records the number of. hours worked specifically in performance of this contract and the number of hours worked as a member of the Atomic Safety and Licensing Appeal panel, if any.

6.

Provide the total amount of contract costs incurred during this reporting period.

(The supporting detailed information for all contract costs-incurred shall be provided separately with the contractor's monthly voucher for payment.

Refer to the attached Billing Instructions.)

(End of Clause)

[

Page 10 l NRC-34-89-347 Section G SECTION G - CONTRACT ADMINISTRATION DATA G.1 PROJECT OFFICER AUTHORITY _ (JUNE 1988) a.

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

1 Name:

Bradley W. Jones Address: U.S. Nuclear Regulatory Commission M.S. 16 H3 Washington, D.C.

20555 Telephone Number: 301-492-1750 b.

Performance of the work under this contract shall be subject to the technical direction of the NRC Project Officer. The term " Technical Direction" is defined to include the following:

1)

Technical direction to the Contractor which shifts work emphasis between areas of work or tasks, fills in details or otherwise serves to accomplish the contractual statement of work.

2)

Provide advice and guidance to the Contractor in the preparation of drawings, specifications or technical portions of the work description.

3)

Review and, where required by the contract, approval of technical reports, drawings, specifications and technical information to be delivered by the Contractor to the Government under the contract.

c.

Technical direction must be within the general statement of work stated in the contract. The Project Officer does not have the authority to and may not issue any technical direction which:

l

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

2) Constitutes a change as defined in the " Changes" clause of this contract.

3) In any way causes an increase or decrease in the total esthnated contract cost, the fixed fee, if any, or the time required for contract performance.

4) Changes any of the expressed terms, conditions or

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] NRC-34-89-347'.

Section G' u

c specifications of the contract.

5)' Terminates the'c.ontract, settles any claim or dispute

arising 'under the contract, or issues any unilateral directive

.whatever.

-d.. The Contractor:shall proceed promptly with the performance of technical directions duly issued by the Project Officer in the manner prescribed by this' clause and within. such person's authority-p under the provisionsiof this clause.

I

e.. If, in the opinion of the Contractor, any instruction or

' direction Lissued by the Project Officer is within one of the categories as' defined in c above, the Contractor'shall not proceed but.shall notify the Contracting Officer'in writing within five (5) working days after the' receipt of any such instruction or direction and shall request the' Contracting.0fficer to modify the contract accordingly. Upon receiving such notification'from the Contractor,

-the Contracting Officer'shall issue an appropriate contract m

modification or advise the Contractor in writing that, in.the-Contracting Officer's opinion, the technical direction is within the scope of this article and does not constitute a change under.the

. Changes Clause.

f. - Any unauthorized commitment or direction issued by the Project Officer may result in an unnecessary delay in the

Contractor's performance and may even result in the Contractor expending funds'.for' unallowable costs under the contract.

I

g.. A failure of the parties to agree upon the nature of the instruction ~or direction or upon the contract action to be taken with respect thereto shall be subject to 52.233 Disputes.

h.

In. addition to providing technical direction as defined above, the Project Officer is responsible for:

1) Monitoring the Contractor's technical progress, including surveillance and assessment of performance, and recommending to the Contracting Officer changes in requirements.

2). Assisting the Contractor in the resolution of technical problems encountered during performance.

3) Reviewing all costs requested for reimbursement by the Contractor and submitting to the Contracting Officer recommendations for approval, disapproval, or suspension of payment for supplies and services required under this contract.

(End of Clause)

l Page 12 r

-- NRC-34-89-347 Section G G.2 TRAVEL REIMBURSEMENT '(JUNE 1988) ALTERNATE I (JUNE.1988) a.

'The Contractor is encouraged to use Government contract airlines, AMTRAK rail service, and discount hotel / motel properties-in order to reduce the cost of travel under this contract.

The Contracting Officer will, upon request, provide each additional traveler with a letter of identification which is required in order to participate in this program.

The Federal Travel Directory. (FTD) identifies carriers, contract fares, schedules, payment conditions, and hotel / motel properties which offer their services and rates to Government contractor personnel traveling on official business under this contract.

The FTD, which is issued monthly, may be purchased from the U.S. Government Printing Office, Washington, DC 20402.

b.

The Contractor will be reimbursed for reasonable domestic travel costs incurred directly and specifically.in the performance of this contract. The cost limitations for travel costs are determined by the Federal Travel Regulations that are in effect on the date of the trip. These Regulations specify the daily maximum

)

4 per diem rates for specific localities within the Conterminous United States (CONUS), the standard CONUS rate, the allowance for meals and incidental expenses (M&IE), the cost of travel by l

privately owned automobile, and the items which require receipts.

A j

copy of the Regulations may be obtained from the Superintendent of Documents, Government Printing Office, Washington, DC 20402.

c.

When the Government changes the Federal Travel Regulations, it is the responsibility of the Contractor to notify j

the Contracting Officer in accordance with the Limitation of Cost clause of this contract if the Contractor will be unable to make all i

of the approved trips and remain within the cost and fee limitations I

of this contract due to the changes.

d.

The rates for foreign travel are established by the U.S.

Department of State and are listed in a publication entitled

" Maximum Travel Per Diem Allowances For Foreign Areas".

Copies of this publication may be obtained from the U.S. Government Printing Office, Washington, D.C.

20402.

(End of Clause) i j

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Page 13 1

l NRC-34-89-347 1 Section H j

b SECTION H - SPECIAL' CONTRACT REQUIREMENTS H.1.

PRIVATE USE OF CONTRACT INFORMATION AND DATA (JUNE 1988)

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 to the Contractor in the

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

(EndofClause)

H.2 DRAWINGS, DESIGNS, AND SPECIFICATIONS (JUN 1988)

..All drawings,. sketches, designs, design data, specifications, notebooks, technical and scientific data, and all photographs, negatives, reports, findings, recommendations, data and memoranda of every description relating thereto, as well'as all copies of the foregoing relating to the work or any part thereto, are subject to inspection by the Commission at all reasonable times (for which inspection the proper facilities must be afforded the Commission by the Contractor and its subcontractors), are the property of the Government and may be used by the Government for any purpose whatsoever without any claim on the part of the Contractor and its subcontractors and vendors for additional compensation and must,

-subject to'the right of the Contractor to retain a copy of the material for its own use, be delivered to the Government, or otherwise disposed of by the Contractor either as the Contracting Officer.'may from time to time direct during the progress of the work or in any event as the Contracting Officer shall direct upon completion or termination of this contract.

The Contractor's right of retention and use is subject to the security, patent, and use of information provisions, if any, of this contract.

(End of Clause)

H.3 ORGANIZATIONAL CONFLICTS OF INTEREST (OMB CLEARANCE NUMBER 3150-0112) (JUNE 1988) 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. interests (financial, contractual, organizational, or i

otherwise) which relate to the work under this contract, and

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

b.

Scope.

The restrictions described apply to performance or

Page 14 NRC-34-89-347 Section H participation by the Contractor as defined in 48 CFR 2009.570-2 in the activities covered by this clause.

c.

Work for others.

Notwithstanding any other provision of this contract, during the term of this contract, the Contractor agrees to forgo entering into consulting or other contractual arrangements with any firm or organization, the result of which may give rise to a conflict of interest with respect to the work being performed under this contract. The Contractor shall ensure that all employees under this contract abide by the provision of this clause.

If the Contractor believes with respect to itself or any 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 to the best of its knowledge and belief, and except as otherwise set forth in this contract, that it does not have any organizational conflicts of interest, as defined in 48 CFR 2009.570-?.

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 must 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 if termination is 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 the public, the Contractor agrees not to:

(1)

Use this information for any private purpose until the information has been released to the public; (ii) Compete for work for the Commission based on the information for a period of six (6) months after either the completion of this contract or the release of the information to the public, whichever is first; (iii) Submit an unsolicited proposal to the Government based on the information until one year after the release of the information to the public, or (iv) Release the information without prior written approval by the Contracting Officer unless the information has

e Page 15 NRC-34-89-347 Section H previously been released to the public by the NRC.

2) In addition, the Contractor agrees that to the extent it l

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 the 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 48 CFR 2009.570-2(g),

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

The terms " contract," " Contractor,"

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

g.

Remedies.

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

Waiver.

A request for waiver under this clause must be directed in writing through the Contracting Officer to the Executive Director for Operations (EDO) in accordance with the procedures outlined in 48 CFR 2009.570-9.

(End of Clause)

H.4 SITE ACCESS BADGE REQUIREMENTS (JUNE 1988)

During the life of this contract, the rights of ingress and egress for contractor personnel shall be made available as required.

In this regard, all contractor parsonnel whose duties under this contract require their presence on-site shall be clearly identifiable by a distinctive badge furnished by the Government.

The Project Officer will cssist the Contractor in obtaining the badges for the contractor personnel.

It is the sole responsibility of the Contractor to insure that each employee has proper identification at all times.

All p ascribed identification shall be immediately delivered to the Security Office for cancellation or disposition upon the termination of employment of any contractor personnel. Contract personnel must have this identification in their possession during on-site performance under this contract.

It is the Contractor's duty to assure the safeguarding of any Government records or data that contractor personnel may come into contact with. Adherence with special requirements for Foreign Nationals, in accordance with NRC Manual Chapter 2101, Part VII.C is the responsibility of the Contractor.

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E NRC-34-89-347 Section H-(End of Clause)

H.5 SUBCONTRACT APPROVAL

.The contractor shall obtain the Contracting Officer's prior approval before placing any subcontract for performance of any of the work under this contract.

No subcontract placed under this contract shall provide for payment on a cost plus-a percentage-of-cost basis, and any fee payable under cost-reimbursement subcontracts.shall not exceed the fee limitations in subsection 16.301-4 of the Federal Acquisition Regulation. Unless the. approval specifically provides otherwise,' consent by the Contracting Officer to any subcontract shall not relieve the Contractor of any responsibility for performing this contract.

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I Page 17 l NRC-34-89-347 Section I I

PART II - CONTRACT CLAUSES CONTRACT CLAUSES SECTION I I.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE NOTICE:

The following solicitation provisions and/or contract clauses pertinent to this section are hereby incorporated by reference:

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

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 52.203-7 OCT 1988 ANTI-KICKBACK PROCEDURES 52.215-1 APR 1984 EXAMINATION OF RECORDS BY COMPTROLLER GENERAL 52.215-2 APR 1988 AUDIT -- NEGOTIATION 52.215-33 JAN 1986 ORDER OF PRECEDENCE 52.219-8 JUN 1985 UTILIZATION 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 52.222-3 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 52.232-7 APR 1984 PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR CONTRACTS 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 52.237-2 APR 1984 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION 52.243-3 AUG 1987 CHANGES -- TIME-AND-MATERIALS OR LABOR-HOURS

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H Page 18-NRC-34-89-347 Section I' 4

52.245-1 APR-1984 PROPERTY RECORDS

-52.245-4 APR 1964 GOVERNMENT-FURNISHED L

PROPERTY (SHORT FORM) 52.245-19' APR 1984 GOVERNMENT PROPERTY FURNISHED "AS IS" 52.249-6 MAY 1986 TERMIi4ATION (C0ST. REIMBURSEMENT) -

ALTERNATE IV (APR 1984) 52.249 APR 1984 EXCUSABLE DELAYS 52.251-1 APR 1984 GOVERNMENT SUPPLY SOURCES

.52.232-25 FEB 1988 PROMPT PAYMENT ALTERNATE II (FEB 1988).

I.2 CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) (JUN 1988)

This contract incorporates.one or more 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.

(End of Clause)

e.,ou Page 19 NRC-34-89-347-Section J g

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PART III - LIST OF DOCUMENTS, EXHIBITS; AND OTHER ATTACHMENTS SECTION J - LIST OF ATTACHMENTS l

'I J.1:. ATTACHMENTS (MAR 1987)-

At6achment Number Title

-1 Billing. Instructions 2

.NRC Contractor Organizational Conflicts of Interest (41 CFR Part 20) i

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Attachment I BILLING INSTRUCTIONS

- Genera'1. The contractor shall submit vouchers or invoices as prescribed

- herein.

Number of Copies. ; An original and three copies should be mailed to:

U.S. Nuclear Regulatory Commiss' ion Division of. Accounting and Finance ATTN: GOV /COM Accounts Section Washington, DC 20555 1

Freauency.- The contractor shall submit claims for reimbursement once each month unless otherwise authorized by the Contracting Officer.

Form.. Claims shall be submitted on the payee's letterhead, invoice or on

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the Government's Standard Form 1034 "Public Voucher for Purchases and Services Other Than Personal".

These forms are available from the Government Printing Office,-701 North Capitol Street, Washington, DC 20801.

Billina of Costs After Expiration of Contract.

If costs are incurred during the contract period and claimed after the contract has expired, the period during which these costs were incurred must be cited.

_____._____m._______________-_______.______________

e,.c.-..

s l-INSTRUCTIONS FOR PREPARING VOUCHER FOR PAYMENT Preparation'and Itemization df the Voucher.

The contractor shall furnish-the.information set forth in the explanatory notes below.

Payor's Name and Address. Address the original voucher (with 3 copies) to:

U.S. Nuclear Regulatory Commission, Division of Accounting and Finance, ATTN: -GOV /COM Accounts Section, Washington,'DC 20555 Any questions regarding vouchers yet to be paid by the NRC should be addressed to the Division of Accounting and Finance (301-492-8010).

Any questions regarding vouchers for which payment has been received (either in full or partially with suspensions or disallowances) should be addressed to the Contracting Officer.

Payee's Name and Address.

Show the name of the contractor as it appears in the contract and its correct address.

(4) Contract Number - Insert the NRC contract number.

(b) Voucher Number - Insert the appropriate serial number of the voucher beginning with 001 for this contract.

(c) Date of Voucher - Insert the date the voucher is prepared.

(d) Contract Amount - Insert the total estimated amount of the contract.

(e) Billina-Period - Insert the beginning and ending dates (day, month, and year) of the period in which costs were incurred and for which reimbursement is claimed.

(f) Direct Costs - Insert the major cost elements.

(1) Direct Labor - This consists of salaries and wages paid (or accrued) for direct performance of the contract itemized as follows:

No. of Cumulative I93,1 Davs Bi11ed Name

.D.gy.s_

.EiLt2_.

tt (2) Travel - Domestic travel is travel within the United States, its territories, possessions, and Canada.

It should be billed separately from foreign travel.

All costs associated with each trip must be shown in the format:

D.ilt2 Traveler Destination Purpose Cost From 1,q_

From Tq.

p. s...

, (3) Subcontracts - Include separate detailed breakdown of all costs paid to approved subcontractors during the' billing period.

(4)' Other - List all other direct costs by cost element and dollar' amount separately.

(g) Amount Billed for Current Period - Insert the amount billed for the major cost elements, adjustments, and total amount for the period.

(h) Cumulative Amount from Inception to Date of this Billfng -.

Insert the cumulative amounts billed for the major cost elements and adjusted amounts claimed.during this contract.

(i) Total Amounts Claimed <- Insert the. total amounts claimed for the current and cumulative periods.

(j) Adjustments -.This includes cumulative amounts billed that have been suspended or disallowed.

(k) ~ Grand To'tals ll a

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

Sec.

20-1.5401-Scope and policy.

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20-1.5402 Definitions.

20-1.540.flicts of interest.. Criteria for recognizing contractor organizational 3.

5 con 20-1.5404 Representation.

20-1.5405 Contract clauses.

20-1.5405-11 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) 1.5409 (Reserved) 20-l'.5410 Subcontractors.

20-1.5'.11 Waiver.

20-1.5412' Remedies.

AUTHORITY:

Sec. 8, Pub. L.95-601, adding Sec.170A to Pub. L.

l 83-703, 68 Stat. 919, as amended (42 U.S.C. ch.14)'

520-1.5401 Scope and Policy (NRC)(a) It.is the policy of the U.S. Nuclear Regulatory Commissionto 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 t.

policy guidance.

The ultimate test is:

Might the contractor, if awarded the contract, be placed in a position where its judgment may be biased, or whers it may have an unfair competitive advantage?

(c) The conflict of interest rule contained in this subpart applies 3

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 of consulting services through the personnel appointment process, NRC l

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7590 "

agreements with other government agencies, international' organizations,.

Jor stater local or foreign governments; separate procedures for avoiding conflictsL of interest will be employed in such agreements,- as: appropriate. -

- s20,1.5402 Definitions

_. -(a)1 " Organizational conflicts of interest" means that a relationship

exists-whereby a contractor.or prospective contractor has present or' 4

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' o

biased work product, or (2) may result in its being given an unfair competitive advantage..

(b):'"Research" means any scientific or technical work involving y

. theoretical analysis,' exploration, or experimentation.

'(c)

• Evaluation activities" means any effort involvin'g the appraisal

.of a technology, process, product, or policy. '

(d) '" Technical consulting and management support services" means internal assistance to a component of the NRC in the formulation 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; arid 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)

"Co'ntractor" means any person, firm, unincorporated association, joint-venture..co-spongor, partnership, corpor.ation, affiliates thereof, 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.

(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, or when a third party controls or has the power to control both-(41 CFR 51-l'.606-1(e)).

,(h)' " Subcontractor" means any subcontractor of any tier which performs work under a contract with the NRC except subcontracts for supplies and subcontracts in amounts of $10,000 or less, 1

(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.

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,a 7590-01 l

(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 term " 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.

520-1.5403 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 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 While it is difficult to identify and to prescribe in advance performed.

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 procurement, and research programs.

(b)

Situations or relationships which may give rise to organizational conflicts of interest.

(1) The offeror or contractor shall disclose 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 recommendations to the NRC in a technical area in which it is also providing consulting assistance in the same arec 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 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. - - _ - _ _ _ _ _ _ _ - __ __

a 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:

'(i) Where the offeror or contractor prepares specifications which are to be used in competitive procurement of products or services L

covered by such specifications.

-(ii) Where the offeror or contractor prepares plans for specific approaches or methodologies that are to be incorporated into competitive procurement 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 otherwise result in an unfair competitive advantage for the offeror or contractor.

(c) Policy applicatio'n 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 ccnsidered 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 normally 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 ABC 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.

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7590-01 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 e.-

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_the contract to preclude the ABC Corp. from subsequently contracting for work'during the performance of the NRC contract with the private sector-c

- which could create a conflict.

For example, ABC Corp. would be precluded-j from the. performance of similar work for the company developing the i

advanced reactor mentioned in the example.

l (3). Example. As a result of operating problems in a certain_ type

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of comercial. nuclear facility, it is imperative that NRC secure. specific j

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. data on various. operational aspects of that type of plant so as to l

assure adequate safety protection of the public. Only one manufacturer has extensive experience with that type of plant. Consequently, that 3

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 d

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

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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 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 vf protective mechanisms to guard against bias.

(4) Example. The ABC Co. submits a proposal for a new system for evaluating a specific reactor component's performance for the purpose of I

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 l

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 information to the contractor for the performance of contract work, it shall not be used in the contractor's private activities unless such information is generally available to others.

Further, the contract will stipulate that the contractor will inform the NRC contracting officer of all situations in which the information developed under the contract is proposed to be used.

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IU 7596-41

_ (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 representationtin the RFP and 120-1.5403(b)(1)(1), 'ABC Corp. informs the NRC that it is' presently ~

0 '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.

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Guidance. The contracting officer would normally 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 $ 20-

.1.5405-1(c) would preclude ABC Corp. from accepting work during the term 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 performance of a contract is not relevant to a determination of..the existence of such conflicts prior to the award of a contract.

(2)( It is not relevant that the contractor has the professional e,

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 competitive-or a sole source basis.

p 520-1.5404 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;

'(3) research;1and (4) other contractual situations where special organizational conflicts of' interest provisions are noted in the solicitation and would be included in tne resulting contract. This representation requirement shall also 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.

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' ORGANIZATIONAL CONFLICTS OF INTEREST REPRESENTATION I represent to the best of my k'nowledge and belief that:

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. The award to of a contract.or the modification of an -

existing contract'does ( ) or does not ( ) involve situations or relationships-L of.the type set forth in 41 CFR I 20-1.5403(b)(1).

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-(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 l

5 20-1.5403(b)(1) are involved, or the contracting officer otherwise~

L 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:

conflicts exist, the following actions may be taken:

(1) Impose appropriate conditions which avoid such conflicts, (ii) disqualify. the offeror, or (iii) determine that it is otherwise in the best' interest of the United States to seek award'of the contract under the waiver provisions of-1 20-1.5411.

(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 permitted to correct the omission.

5 20-1.5405 Contract clauses 5 20-1.5405-1 General contract clause.

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>. M 7590-01 iAll.contractsfofthetypessetforthin's20-1.5404(b)'shallinclude the"following clauses:

.(a); Purpose'; The" primary (purpose ofsthis 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, k

lor otherwise) which relate'to the work under this contract, and (2) 3 does not 'obtain an unfair competitive advantage 'over other parties by Kc virtue.of its performance of this contract.

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-(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)~Workforothers..Notwithstandinganyotherprovision.ofthis 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 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 e

execution of such contractual arrangement.

(d) Disclosure, after._ award.

(1)Thecontractorwarrantsthatto the best of its knowledge and belief and except as otherwise set forth in this~ contract, it does not have any or anizational 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 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 performance of this contract obtains access to information, such as e

NRC plans, policies, raports, 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 information has been released to the public; ii) compete for work for the Comission based,

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-f 7590-01 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 (iv) release the information without i

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 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.

(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 (ED0) in accordance with the procedures outlined in 520-1.5411.

520-1.5405-2 Special contract provisions.

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(a)

If it,is determined from the nature of the proposed contract that organizational conflicts of interest exist, the contracting officer l

may determine that such conflict can be avoided or after ootaining a waiver in accordance with 320-1.5411, neutralized through the 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:

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7590-Q1 c

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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 exclusica 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 ins 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 contractor 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 l

of work or specifications unless so directed in writing by the contracting i

officer, in which case the restriction in this subparagraph shall not l

apply.

(3) Nothing in this paragraph shall preclude the contractor from offering or selling its standard commercial items to the government.

I 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.

After evaluating this information against the criteria of i20-1.5403, a finding will be made by the contracting officer whether organizational conflicts of interest exist with respect to a particular offeror.

If it has been determined that conflicts of interest exist, then the contracting officer shall eitner:

(a)

Disoualify the offeror from award, _ _ _ - _ _ _ -

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4 7590-01 (b) Avoid or eliminate such conflicts by appropriate measures; or p

(c) Award the contract under the waiver prod sion of $20-1.5411.

.520-1.5407 Conflicts identified after award.

If potential organizational conflicts of interest are identified 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 p'

obtaining a waiver in accordance with 520-1.5411, neutralize the effects l

of. the identified conflict.

520-1.5408 (Reserved) 520-1.5409 (Reserved) 520-1.5410 Subcontracts l

The contracting officer shall require offerors and contractors to submit a representation statement in accordance with 520-1.5404(b) from l

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.

520-1.5411 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 recommendation of the contracting officer, and after consultation with the Office of the General Counsel, the ED0 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 to be performed under contract is vital to the NRC program; (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 employed by NRC to neutralize the conflict.

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

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020 1.5412; Remedies e

?In addition'to such other. remedies as may be. permitted by law or:

contract.for.a breach of the-restrictions'in.this..subpart.or for any" s

-intentional misrepresentation or. intentional nondisclosure'of any-

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. relevant. interest required.to be providedLfor this.section, the NRC

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may debar. the contractor from subsequent -NRC-contracts.

Dated at Washinaton. D.Cthis 27th-day of March 1979.

Forlthe NucleariRegulatory. Commission-

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Samuel J. Chilk.

Secretary of the Commission i

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