ML20002B492

Contract: Purchase of Metal Alloy Analyzer, Awarded to Tx Nuclear

ML20002B492
Person / Time
Issue date:	11/21/1980
From:	Mattia M NRC OFFICE OF ADMINISTRATION (ADM), TN TECHNOLOGIES, INC. (FORMERLY TEXAS NUCLEAR CORP.)
To:
Shared Package
ML20002B489	List: ML20002B488 ML20002B492
References
CON-FIN-B-1262, CON-NRC-05-81-242, CON-NRC-5-81-242 NUDOCS 8012110681
Download: ML20002B492 (64)

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~ srAsD A'eo coeu 2e. r;ty i9se AWARD / CONTRACT 1

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F E D. MtOC afG talCret 1 - l o.10 i

4. CONTR.aCT (l'rw lest idset.) NO.

2 ESPECTivE Daf t 3 RfCul5:rloN/PLICHA$t LtQVi$7/f tOJECT NO.

a. CtRTiHtD f ot NAT60NAL DEf tNSE UNDE R SD$A l

1 REG. 2 AND/CE DM$ StG t~

4Ok 2 S0 01E-81-242 i

.ATi~c NRC-05-81-242

e. AD-Nisitet0 sv cOpgl

p. Otti<tey S. ISSUED Bf CODE l FCS DEST l-(if other chne blak 1) 0 NAmN VeSe NUCLEAR REGULATORY C0:411SSION om. r s,,

Division of Contracts 6</~ >

Washington, DC 20555

9. d5 COUNT ICR PROMPT PAymtNT

3. CONTR ACICR CODEi

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NAME AND ADORE 55 Texas Nuclear

[e','"',': 37a 9101 Research Blvde b

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Austin, Texas 78766

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SEE ARTICLE X

11. SMtP TO/ MARK FOR CODE l l

i2 PAYMENT wiLL BE MADE By CODEj UeSe Nuclear Regulatory Commission UeSe Nuclear Regulatory Comission Inspection.& Enforcer.ent, Region I Office of the Controller 631 Park Avenue Washington, DC 20555 J inn nf Pru gia; PA 19406

] iD U S C. 2304 (eg )

13. THis PROCLREstNT W AS h ADVERTI5ED, C NEGOTIATtD, PykiUANT TQ.

O di u s c. 252 tcx i a 4.

ACCQUNTING AND APf eQet:ATION D ATA B&R Appropriation Symool:

FIN:

$21'000*00 t

30-31 31x0200.301 B1262 id.

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QU A NTIT Y UNIT UNIT PRICE AMOUNT lT[ M NO.

Your offer dated October 30, 1980, for a metal alloy analyzer is hereby accepted by the Comissione (SEE NEXT PAGEe)

TotAt AMOUNT CF CCNTPACT 5 21gde00_

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CONTR.(CTING OFIICER Ll~*lLI. COAtPLETE flLOG n UR 26 atS APPLICaillLE teve *Me*

0 CONTtACTOR $ NsGOTIAf t3 AGattutNT (Crossr.s.tse s's re.tusord to uge 2s Q AwanD ICener.ntor is

"*t rc.ro***d to us" thu dxume*rt.)

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nn est f ed eddit. eat of cha get mode by you wbch eddif.one os changes see see Ie to e en.sh end dehwee ett items se pectorm all she serv cos set forth or otherwise n

.dene.f ed above oad on any czas.awohon.'oe's for the coatede'oben poted ke**'a.

ebewe, as hereby accec*ed es to the stemt Ireted above ead on any confinesdoa sheeft v

This award coagummeres the contrott which consis't of the f eJewing decw*eatt' (el The e.g'tt and obligokoat of th* Port et to 'Nt contract shall be subted to sad gw e, ed p, tae todow.aq docefaeret f oi 946 eword /cornhect. (b) the tohcdohoa, af oaf, 4e Governmene e sol.cehsf e on end your e#ef, and (b) fNo esord/confeest No end (c) swch p'O"*.eas, re peeteatchens, cerhnc abens. and speciCtotione, os are f eather coaenoc*wel docvsaent is necessary.

geoc%ed or necorposoted by re'*' ente here'n

( 4II.n hments ante listed herern.)

27.UN 4 Tait % OF A 4ER:CAV

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29. NaME Of CONTR ACTING CmCER ( fype er prred) 29 Da!! $eCNED MARY JO MATTIA ll0V 21 1980

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ContractNo.NIC-05-81-242 Page 2 of 2 I.

Under ARTICLE IV - DELIVERY, Paragraph A is deleted in its entirety and substituted by the following in lieu thereof:

"A.

Time of Delivery Delivery.shall be made within 90 days after the date of contract."

II.

ARTICLE VI - PERIOD OF PERFORMANCE, is revised to read as follows:

"The period.of performance under this contract shall commence on the effective date of this contract and end one (1) year from the date the equipment is accepted.

III.

Under ARTICLE V - COMMERCIAL WARRANTY, insert " Texas Nuclear" in the blank space of the last paragraph.

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..uc I u, SOL:lCITATION, OFFER AND AWARD 1

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=AriNG i CcNta.cr m.

re.ar, =o a scucirat>CN No 3 oArtsauto e -ww.>.t wui c~a u.uu t e.o RS-01E-81-242 0 cemaia Ore =rro,,,

10/6/80 RFPA NO. 01E-81-242 i imEo.,

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U..S. Nuclear Regulatory Commission Same as Block 7 Division of Contracts Washington, D. C.

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SOLICITATIOf4

9. Seaseo otters in or ginas and two si cnec copies for fuenpnina ine supones or services in tne Scnedule weil be received at ene piace soecit.ed in esoce d.or i Il5 l80

\\5Oe 00'OWI

?:00 0.M.

• td w mt J handcarroed. on rne droosato*y tocated on (Hourt (cate)

If this is an advertised sohcitation, of fers well te puolicly opened at inat time.

CAUTION - LA TE OFFERS: See oars. 7 and 8 of Sotocoratron Instructions and Conditions.

All of f ers are sue;ect to the follovveng:

I~7b

3. The Scnedule included herein andtor attached neeeto.

1. The Sohcitation instructions and Cona tions. SC 33.A.

f edition which is attacmed or.ncorporated bere.n ey ref erence.

4. Sucn other crovisioris, representations. certif <ations. an,s sceci ications 7/D/ 0 edition. Mich s as are attachM or incorporated nerein by reference.

2. The Geeetal Provisions. SF 32.

attached or encarcorated ne*e.n by reference.

(Attacn nents are lusted on schecute.)

roniufoRuArion cetL tuamc a re,,onon,no } tuocore,etca<is>> Ms. Elois Wiggins, Area Code 301, 427-4021 SCHEDULE

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's uNir,aCs is AucuNr

'o attu No l te sup* Lits.5EaviCE5 i2 cuANiity J

Note:

The address shown in Block 7 is for mailing only.

Handcarried solicitations should be addressed as indicated in Block 7 and delivered to Ms. Elois W-ggins, Bid Opening Officer, or Ms. Lynne Martin, Bid Opening Officer's.recresentative at the guards desk, at 7915 Eastern Ave., Silver Sprina, MD. Telecra;shic ene eeene wn ee+

e e t.,,4 m eantmar e v sewo on one n OFFER tcages 2 and 3 must arso ce tusiv Cc?'scisted cy atterors 90 catenaar cavs (60 carencar days un/ css J dfsderent Cenod as in compnance w tn ine soove. the unoersigned agrees. it tnis of fer is xceptro witnin enserted Dv rne ofte'ori frcm the date for rece'Dt of offers specified above. to furnisn any or sit stems uCon wnich ofices Jre of fered at tne Orice let CDDosite etch item.dehvered at the designated point (s). with'n tne time scecified in the scnedule.

t$. Ge5CCLNT FCai PEGWT P AWENT s See s.r d M JJ-As N io CiaNc.. c. s

.,socauNe.ae.<s m Cau~c^a ea's Net $30 D2Weaa ca's coor

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. 4 NawE ANO reTM GF *E%CN Av en; thcW Ea i crnRon Dunns Estab[lisnment i.o:.

'.* *' '~" ( Re f. N o. : H-10-068-80) c Me'?,

f' Texas Nuc Mar, Subsidiary of Ramsey Engineering Co.

Anthony P. Hart

'5"",' 'A';,

9101 Research Blvd.

(P.O. Box 9267)

Reaional Sales Manacer

'* ScNa Tu*

A S w ta ce's Austin, Texas 78766

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'M[ct ber 30,198:

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AWABC IIQ od comateted cv G0vernrr'ents 28 ACCEPTED A5 to titu$ NuveERED 22 AMOUNT 23 ACCCuNfiNG ANO AN0p.aiA fiON DAT A 25 NEGOTIATEo' l 'o u 5 C 230.o, e r

24 Su6uif >NvoiCIS de cop.e..a.es, ovne-se saecas.eas PUR$UaNT TO l4e u3C :SJact i i

70 ADout$5 5*.Owse ese ntocia 26 ACuiNe%f f aEO ev COOg l 27 eavutNr wiLL at uaot a, cCCf l ter er.e* roen groge 1, 2s Naut Ca CONtaactwG ossicEn e r,,.

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29. UNITED STATES OF AMERICA w awanc Cart BY ISsgnature of corstractong Ottocers ae.< s est to *maae an on, reoor, oror,ses aa,eraam :e a,p.oue.,yogno.<,n n.w ce o

stanaano form 33 t'aoe s inEv J.trs33-131 Prescribed by G% FPR 91 CFM 1 16101 q

IFB RS-01E-81-242

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R EPRESENT ATIONS. CERTIFIC_ATIONS Af40 ACKNOWLEDGMkN TS REPR ESENTATION5 Ce0 or complete att avuticacie conos or otoces 1 The of tear recresents Js cart of h.s of f er inat 1.

SMALL BUSINE SS iSee var 14 on SF JJ A )

He C.nd. s not a imall bus. ness Concern if of f eror.s a smail business Concern aiid is,not the manuf acturer of the supplies of fered, P.e also represents that

.I supobes to be f:JenesPed hereunder C Anil, C will not, be manuf acturered or produced by a small business Concern art the United $! ate',

s Cassessions. or Puerto Rico.

2.

MINORITY BUSINESS ENTERPRISE He C.s. Ms not a minority business enterprise A mmority business enterprise is defined as * " business, at least 50 percent of *hien is owned bf m.cority ; ow: men bers or.in case of riublic:y owned bus nesses, at least 51 cercent of the stock of which is owned byrwcrity group memcers ' F o-the purpose of this definition, minority group members are Negroes Spanish speakmg American persons.

American Orienta's. Amencan ino>ans. American Esomos. and American Aieuts.

3.

REGUL AR DE ALER - MANUF ACTURER (Acc/,cao/c on/y to suuv r contracts enceedmg S10 000.)

e He is a C regurar dea or in % manufac' uter of, the supplies offered 4.

CONTtHGENT FE E !See var.15 on SF )).A i f J He haL { Has not tmosoytd or retainto any ComDany or persons (other than a full time bona frt;e emotove* wurkmg solely ror t!'e n/ferdri M looC 1 or secure this Contract, ano Ibf he 2 hat. $ has not, pa.d or agreed to pay any company or person ruther thJn '.,//.

trrne Ocr*,, ip.errodueee wor *Ill? lo/ery for tr'e of/frorf any fee, commission, percer'tage or Dromerage f ee contingent t.pc,n,Jr resulting frem the anaro of this cor' tract. and agrees to f urnish information relat ng to (al and Ibl above, as requested by the Contracting Officer. /Interare.

tatron of t!'e redreatntJtQn, inClJdang the term "borta froe empnoyet."see Cace of feoeral Regulatoons. Titte 41. Sucuart I t.5 3 5.

!YPE OF BUSINESS ORGANIZATION He operates as C an inoIvidual. C a DJrtnership C 4 nonprofit organi24tsCn.k a coronration, encorDorated ur'oer the lasvs of tre State of DW 6.

AF FILI ATION AND IDENTIFYING D ATA t Anchcable only to advertised soncitarsors /

EJ:n ot'eror snJil ccmciete tal and (b) if apolicaole. and (c) below:

. (as He E is.

is not, owned or controlled by a parent company. (See car.16 on SF JJ A e tbr if the offero< is owned or controlled by a parent company, he shall enter in the blocus r2elow the name and main of fice adoress of the carent co reany-RamSey Engineering Comp'any

-a.i e,...n. c e.i.

. h 1853 West County Road "C"

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St. Paul, Minnesota 55113 c, tw%c ta > et% rw.ca u %vuoth af***

• e ss u s, ca m oasa. su es.ererceweas,s,,ga 74-2128109 74-2128109 41-1238498 7.

ECUAL OPPORTUNITY fa) He C has. b nas not, participated in a previous contract or sut enntract subiect either to the Equal Ooportunity clause herein or the clause originally contained an section 301 of Execut ve Order No.10925, or the Clause Contained in Section 201 of E =ecutive Order No.

11114, thJt he D hJs. C has not, filed all. required compliance reports, and that representations mdicJttng submission of required c3mpfiance reports. signed by proposed subcontractors, will be cbtained prior to subcontract awards. (The above representation need not be sue < sitted en cont ect:on with cuntracts or subcoritracts which are esempt from the ecual ooportunity clause i Ibi The bidder (or of feror) represents that (1) he O has developed and has on file. C 'ias not developer 1 and does not have on life, at each estJbseshment af t.rmative action programs as required by the rules and regulations of tne Secretary of Labor (41 CFR 60 t and 60 21 or

12) he O h.,5 not pri'viously had contracts subject to the written af firmative amon programs requi ement of the rules and regulations cl the Secretarv of Lacor i The Joove representation snati be comptered by earn 0:ccer for offerort anose oua ro! feel as $50 00% more anct wna t'as.

50 or mnre emutoyees o CEHTif tCATIONS (ChecA or (nmmera.en.wohradra t'o ve

<>r rm'or i e 1.

DUY AMERICAN CERTITICATE The of feror certif.es.es i ar t of his of fer, that cJch end product, duCept the end products listed below, is J domestic enti product IJS defmed :

i iri the t/ Junta cattitit'd "Duv American Act") and that compont'ets e f unknown origin have been conudered to have been mined, produced, or -

(

mJnuf actured outsette the U#iited States CCv'if et Cr 08 GN tschwLeo b;enGo W s,

$ist%1aro Farm JJ Page 2 tHEV J.7 78 QQ

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2 CLEAN AIR AND WATER 1Aconcable of the bed or offer escreas $100 000.or the contractong ottocer has artermoned tnat orcers under ar, ondefonote quantors contract.n any year well esceed $100000, sw a facoloty to be used has teen the subrect of a convectoon uncer the Ciran Air Act t.t2 U S C.1857c 8(c)(11)or the feceral Water Pollation Control Act (33 U S C.1319fcil and a losted by EPA, or os not otherwrse enemot i The bidder or of feror certifies as follows.

(a) Any facility to be sitihted in the performance of this proposed contract O has, f has not, been hsted on the Environmental protection Agency List of %olatmg Facihties (b) He *>ll promptly notif y the contracting of ficer, prior to award.of the receipt of any communication from the Director, Of fice of Federal Activities, Environmental Protection Agency, indicating that any facility which he proposes to use for the performance of the contract is uncer cons ::er6 tion to be listed on the EPA list of Violating Facilities.

(c) He will inc!ude substantialif this certif. cation, mcludmg this paragraph (C), in every r onenempt subcontract.

3.

CERTIFICATION OF INDEPENDENT PRICE DETERMINATION (See par 18 on SF JJ AJ far 8/ suomisuon of this offer, the offeror certifies, and m the Case of a lomt offer, each party thereto certifies as to its own organitation, that in connection with this procurement' (1) The prices in this offer have been arnved at mdependently Without consultation, Communication, or agreement, for the ourDost of restr%tmg C3mpet tion, as to any matter relJting to such prices with any other of feror or with any competitor, (2) Unless otherwise rea,, ired oy law, the prices which hJee been ouoted in this of f er have not been knoaingly disc!osed by tPt

1. feror and will not knowmgly be disclosed by the offeror prior to opening in the case of an advertised procurement or prior to award m the cate of a negotiated proco.ement.uitectly or indi ectly to any other offeror or to any cornretitor, and (31 No a,ttempt has been made or weil be made by the offeror to inauce any other person or firm to submit or not to submit an cif fer for that purpose of restrictmg competition.

Ibs Each person signing this of fer certifies that-(11 He is the person in tre offe or's organization responsible within that organization for the decis.on as to the prices t;emg of fered hereiri and that ha has not participated, and will not participate,in any action contrary to (a)(1) through (4H3), above, or (2) Ul He is not the person in the offeror's organitation responsible withm that organization for the cecision as to Ine prices C9mg of f red berem but that hc has been aJthorited in writmg to act as. agent for the persons responsible for such decision in cert f ying that it iuct' f ersons have t'of partiCioated and W68 not PJrticipate, in any JClion Contrary to (a)(1) through laH3) above, and as their agent does hereDy so certif y, and (ed he has.iot participated, and will not participate,in any 4Clion Contrary to (a)(1) through (aH3) above.

4 CERTIF;CATICN CF NONSEGREGATED FFCILlTiES (Apptreable to (1) contracts. (2) subcontracts. and (JI agreements wrth

.wo.ocants wno are themsehes performing federally assisted construction contracts, euceeding $10.000 shren are not enemor from the provisions of the Eaual Doportumtv clause.)

B / ?he submisOon of this bid, the bidder, offefor, applicant, or subcontractor Certifies that he does not mamtJm or provide for his criiplostes any seyegated fJC.fities at any of his establishments, and that he does not permit his employees to perform their serects at any

'oratinn anda nos control, where segregated f acilities are maintamed. He certifiei further that he will not maintam or provide f or his employ.

ees env begregred f acilities at any of his establishments, and that he will not permit his employees to perfc tir services at anv tccation, unster h.s contros, where.aregated facihties are maintained The bidder, of f eror, applicant, or subcontra

' that a breach of this cer.

tefication is a violation of tne Eaual Oppcrtunity clause m this contract As used in this certification ert

' gated f acilities" means ariy wait.r.g roems. work areas, rest rooms anc1 wash rooms, restaurants and other eating Jreas, time.

. lock 6 s and other storage or tiresung areas, parbing tots, drmkmg fountains, recre'ation or entertainment areas, transportatio, ed ho95*Q 1Cihties proveried for employ-es whicn are segregated by emplicit d.rective or are m f act segregated on the basis of race, co

^9 or-ional origin, because of habit, local custom, or otherwise He 8urther agrees that teucept where he has obtamed ide as sons from proposed subcontractors for specific time penods) he will obtam identical certifications from proposed suba

, prior to the award of subcontrJcts enceeding 510.000 wnich are not esempt from the provisions of the Equal Opportunity clause. that he will retain such certifications in his '.les, and that he wn! forward the followmg notree to such proposed subcontractors (eucept where the proposed subcontractors have submitted identical certifications for specific time periods).

Notice to prospective subcontractors of requirement for certifications of nonsegregated facihties.

A Certifit.ation of Nunsegergated Facilities must be submitted prior to the award of a subcontract esecedmq S10,000 AheCh G not vormpt from the provisions of the Equal Opportunity clause The certification may'bc submitted eitner for eacn subcontract or for als sut, contracts du ing J period b e., quarterly, semiJnnually, or annually) NOT[ The penJiry /or mJksng !Jise oltrars ss prestr.be(/ sn 18 r

vi c toor Continued on Page 4

.uw.uo.r c a.re au. a.w.r a.o rars

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. ACKra0WLEDGMENT OF AMENDYENTS ibe ov'eror acaro...dges reco pt of arrend.

rnents to 'ne sor cestion toe orfors and re<et.ed docuirents numoured and amied as tonows.

yo (( Orrers mmt set tort *i r ier accurate sna complete uttarinarum as reuu.m* ny thn Subcatation functuamy attach,entsi The penalty u

r.>r mas on.tintw statema nrs on ortns os arr:crohninr 13 U S C 1001 9 }t* f fIy i&

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IFB-RS-0!E-81-242 Page 4 On PART I Representations, Certifications, and Acknowledgments - Continued SF-33 (Page 3) l S.

WOMAN-0WNED BUSitiESS i

Concern is G is not f a woman-owned business. The business is publicly owned, a joint stock association, or a business trust / / yes /_/ no.. The

~

business is 6 certified /7 not certified.

A woman-owned business is a business which is, at least, 51 percent owned, controlled, and operated by a woman or women.

Contrclied is defined as l

exercising the power to make policy decisions.

Operated is defined as actively involved in the day-to-day management.

3 i

For the purposes of this definition, businesses which are publicly owned, joint stock associations, and business trusts are exempted.

Exemoted businesses may voluntarily represent that they are, or are not, woman-owned if this informatior. is available.

l i

6.

PERCENT OF FOREIGN CONTENT The bidder / contractor will represent (as an estimate), immediately after 4

the award of a contract, the percent of the foreign content of the item or service being procured expressed as a percent of the contract award price (accuracy within plus or minus 5 percent is acceptable).

7.

NON-DISCRIMINATIOM BECAUSE OF AGE CERTIFICATION (1-12.1001)

The bidder hereby certifies as follows:

@ (a)

In the performance of Federal contracts, he and his subcontractors shall not in connection with the employment, advancement, or i

discharge of employees or in connection with the terms, conditions, or privileges of their employment, discriminate against persons i

because of their age except upons the basis of a bona fide occupa-tional retirement plan, or statutory requirement, and g (b) That contractors and subcontractors, or persons acting on their behalf, shall not specify, in solicitations or advertisements for employees to work on Government contracts, a maximum age limit for such employment unless the specified maximum age limit is based on a bona fide occupational qualification, retirement plan, or statutory requirement.

l 8.

CERTIFICATION OF RECOVERED MATERIALS (1-1.2504(b))

T'he bidder / contractor' certifies that recovered materials will be used as required by specifications referenced in the solicitation / contract.

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IFB R5-UAL-Bi-242 j

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1 9.

C0fiTRACTOR ORGAflIZATI0flAL C0flFLICTS OF IfiTEREST I represent to the best of my knowledge and belief,that:

The award to "

TEXAS flVCLEAR of a cog.ract er tne modification of an existing contract oces L ! or coes not /g involve situations or relationships of the type set forth in 41 CFR paragraph 20-1.5403(b)(1).

If the representation as completed indicates that situations or relation-ships of tt ' type set forth in 41 CFR 20-1.5403(b)(1) are involved or the Contracting ]fficer otherwise detemines that potential organizational l

conflicts exist, the offeror shall provide a statement in writing which 1

describes in a concise manner all relevant factors bearing on his represen-tation to the Contracting Officer.

If the Contracting Officer determines that organizational conflicts exist, the following actions may be taken:

(c) impose appropriate conditions which avoid such conflicts, (b) disqualify the offeror, or (c) detemine that it is otherwise in the best interest of the United States to seek award of the contract under the waiver provisions of 6 20-1.5411.

Tne refusal to provide the representation' required by 620-1.5404(.

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 nondisclo-sure or misrepresentation of any relevant interest me also result in the k

disqualification of the offeror for awards; or if such nondisclosure or i

misrepresentation is discovered after award, the resulting contract may be terminated.

The offeror'may also be disqualified from subsequent related flRC contracts and be subject to such other remedial actions pro-vided by law or the resulting contract.

The offeror may, because of actual or potential organizational conflicts of interest, propose to exclude specific kinds or work from the statements of work contained in an RFP unless the RFP specifically prohibits such exclusion. Any such proposed exclusion by an offeror will be considered by the fiRC in the evaluation of proposals.

If the f1RC considers the pro-posed excluded work to be an essential or integrai part of the required

. ork and its exclusion would work to the detriment of the competitive w

posture of the other offerors, the proposal must be rejected as unacceptaole.

The offeror's failure to execute the representation required herein with respect to invitation for bids will be considered to be a minor infonnality.

and the offeror will be permitted to correct the oniission.

Any contract resulting from a solicite- equirement shall include general clauses (41 CFR 20-1.5404-!; prohib. ing contractors from engaging in relationships which may give rise to an actual or apparent conflict of interest. flote: flRC Contractor P 'anizational Conflicts of Interest (41 CFR Part 20) is included ti, t 6 19 as Attachment No, l.

1 I

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IFB RS-0!E-81-242 PART !!

Page 6 i

SOUCITATCN INSlauCTIONS AND CONDITIONS t

1. DEFINITIONS.

7. LATE Biris, MODlHCATIONS OF alDS, OR WITHDRAWAL Of As used herein:

BIDS.

(al The tec,n 'sohcitation" means invitation far Bide (IFB) where (a) Any bid rneiu d a' ti c e,f% e-Ire aut.d in the schritanoon af ter the procurement is adscrtised, and Riquest for Proposal (RFP) where the emai t time spnified fbr ri ccint mil e.ot br.cnnsidered unless it is the procurement is neitotiated, received before award is rr. d. ml r he r-(b). The term "o6er" means bid where the procurement is adver.

(I) It was sent bv reoste er.1 ne s ettihed snail not lairr than the tised, and proposal where the procurement e aceutisted.

6fth calendar das pnor to the slate spe < ihed for the en cept of bids (c) For purposes of this sohcitation and Block 2 oi Standard Form fe g. a bid submitted m resposiv 'o a sch< itation requirine receipt of 33, the term " advertised" includre Small Bus ness Restncted Adv*r.

bids by the 20th of the month must her brrn inailed by the 15th or tising and other types of restricted advertising.

earlict ) ; or (2) It was si nt hv mail (or ta 'caram if authonrrd) and it is 2, PREPARATION OF OFFERS.

determmed by the Governmrnt that the late receipt was due solely to (a) Offerers are capected to examire the drawings, speci6 cations, mishandhng by the Govers. ment afte r recript

,e t the Government Schedule, and all instructions. Failure to do so will be at onernr's installation.

nsk.

(b) Any mod 6 cation or wishdrawal of a bid is subiert to the same (b) Each oReror shall furnish the information required by the conditions as in (a), above. A bid ma) afin be withdrawn in person solicitation. The oHeror shall sign the sohcitation and print or' type by a bidder or his authonred representative, provided his identity is his name on the Schedule and each Cc'itinuation Sheet thereof on made known and he signs a recript for the oid, but orily if the with, which he makes an entry. Erasures or other changes must be initiated drawal is mide pnor to the enart time set for receipt of bids.

by the person sianing the oRer. Offers signed by an agent are to be (c) The only acceptable evidence in establish:

accompanied by evidence of his a.ithority unless such ender.cc has (1) The date of mailing of a late bid, modi 6 cation, or withdrawal been reviousq furnished to the issuing ofher.

sent either by registered or certined mail is the U S Postal Service

.i price for each unit oRered shall be shown and such price Pottmark on bo'h the envelope or wrapper and on the original receipt (c) t shall int.de packing unic s otherwise specs 6cd A total shall be entered from the U.S. Postal Scruce. If neithcr postmark shows a legible date, ia the Amount column of the Schedule for each item oRered. In case the bid, modi 6 cation, or withdrawal shall be deemed to have been of discrepancy between a unit price and enter.ded pnce, the unit price m, ailed late. (The term " postmark" means a pnnted. stamped, or other.

will be presumed to be correct, subject, however, to correction to the wne placed impression (enclusive of a postare meter machine irnpres.

same catent and in the same manner as any other mistake.

sion) that is readily sdenti6able without further action as having been (d) OJers for supphes or services other than those speci6ed vill not supplied and af6 ed on the date of maihng by employees of the U.S.

Se considered unlest authorized hv the sohcitation.

Postal Service. Therefore, oHerors should request the postal clerk to lP ace a hand cancellation butt's-eye " postmark" on both the receipt (e) Offeror must state a de6 nite time for delivery of supplies or for performance of services unless otherwise speci6ed in the sohcitation.

and the envelope or wrapper.)

(f) Time, sf stated as a number of days, will include Saturdays, (2) The time of receipt at the Government installation is the Sundays and holidays.

time.date stamp of such installation on the bid wrapper or other (3) Code bones are for Government use only.

documentary evidence of receipt mair.tained by the installation.

(d) Notwithstanding (a) and (b) of this provision, a late me. din.

3. EXPLANATION TO OFFERORS. Any esplanation desired by an cation of an otherwise successful bid which makes iu terms more c4feror regards": the meaning or interprrtation of the slicitation, favorable to the Government will be considered at any time it is re.

drawines, spec 6 cations, etc., must be requested in wnting and with ceived and may be accepted.

sudicient ts:ne allowed for a reply to reach orferors before the sub.

Note : The term " telegram" includes mailararos.

mission ~ of their offer Oral explanation. or instructions siven before the award of the contract will not be bmdins. Any information given

8. LATE P90POSALS, MODIFICATIONS OF PROPOSALS, AND ta a prospective oderer concermnar a sohcitation will be furnished to WITHDRAWALS OF PROPOSALS.

(J1 prospective offerors as an amendment of the solicitation, if such (a) Any proposal received at the ofke designated in the solicita.

information is necenary to c6erors m submittmg orfers on the solicita.

tion after the exact time speci6ed for receipt will not be considered tion or if the lack of such information would be prejudicial to ur..

unless it is received before award is made, and:

informed orferers.

(1) It was sent by registered or certined rnail not !ater than the 6fth calendar day prior to the date speci6ed for receipt of offers (e g

4. ACKNOWLEDGMENT OF AMENDMENTS TO GOLICITATIONS.

an offer submitted in rc.iurw to a snlicitation requirmg receipt el Receipt of an amendment to a schettation by an oReror must be offers by the 20th of the month must have been mailed by the 15eh or e knowledged (a) by siening and returnine the amendment, (b) on carher) ;

page three of Standard form 33, or (c) by letter or telegram. Such (21 It was sent by mail (or telegram if authorized) and it is

cknowledament must be received prior to the hour and date specined determined by the Government that the late receipt was due solely for receipt of c4fers to mishandling by the Government after receipt at the Government installation;or *

5. SUBMISSION OF OFFERS.

(3) It is the only proposa! received.

(a) Offers and modi 6 cations thereof shall be enclosed in scaled (b) Any modi 6 cation of a proposal. except a modi 6 cation resulting enselopes and addressed to the of6ce spec 6ed in the sohcitation. The from the Contractme Othect's request for best and noal' c#er,is sub.

offeror shall show the hour and date speci6ed in the subcitation for ject to the same conditions as in (a)(I) and (a)(2) c4 this provision.

receipt, the solicitation rumber, and the name and address of the (c) A modi 6 cation resulting from the Contracting Oficer's request offerer on the face of the envelope.

for "best and 6nal" offer received after the tirre and date specined in (b) Telerraphic offers will not be considered unless authorized by the request will not be considered unless received before award and the schcitation; however, offers may be modified or withdrawn by the late receipt is due solely to mishandhng by the Government after written or telegraphic notice, provided such notice is received prior to receipt at the Government installation.

the hour and date specified for receipt. (Ifowever, see paragraphs 7 (d) The only acceptab!c evidence to estabhsh and S.)

(1) The date of mailing of a late proposal or modi 6 cation acnt (c) Samp!*s of items, when required. must be submitted within the either by resistered or certified mail is the U S. Postal Service post.

time specihed, and unless otherwise speci6cd by the Government, at mark on both the envelope or wrapper and on the origina! receipt from no empense to the Government. If not destroyed by testmg, samples the U.S. Postal Scruce. If neither postmark shows a legible date, the will be returned at offeror's request and expense, unless otherwise pmposal or modi 6 cation shall be deemed to have been mailed late.

specded by the solicitation.

, The term " postmark" means a printed, stamped, or otherwise, placed

(

impression (esclusive of a postage meter machine impression) that is

6. FAILURE TO SUBMIT OFFER. If no nFer is to be submitted, da readily identifiable without further action as having been supphed and not return the sohcitatmn unless otherwise speci6ed. A letter or put-afhmed nn the date of mailing by employees of the U.S. Postal Service.

card shall be sent to the issums of6re advismq whether future sohr-Therefore, offerors should request the postal clerk to place a hand itations for the typr of supphes nr seruces covered by this sohcitation cancellation bull's-eye " postmark" on both the receipt and the envelope are deured Faihire of the recipient ta efTer, nr ta notify the issuins or wrapper.)

of6cc that future sohcitatione are desired, may result in rrmmal of (2) The time of receipt ac the Government installation is the the navne of such recipient from the maihng list for the type of supplies time-date stamp of sus h installation on the proposal wrapper or other or teruces covered by the sahtstation.

documentary evidence of receipt mamtained by the installation.

33 STAssOaslO P0sred 33 4 (now.148)

Prescreed try GSA PPR (el CTR) 1-16.101 b

Arb to - U l t. - o l - 4 9 4 Page 7 (e) Ngtwithsiandms tah (bl. and (c), of this provision, a lati

'l5-45), the Contrac t Wnsk llours Standards Art 140 if S C :1.!? -130),

. iaodi6eJtion nf an neh ~.se succes ful proposal who h maka its tenne and the Seruce Contras e Ae t of IWe MI U.S C. Mi Wl may be more favorable t.. the Gmernment will br conudered at any time it is

..htained is.. sit the Department of I.aln.r. Washington, D.C. bl.'lu, or received and.nas i e aa tepted f rnen any teammal..tG e of thit amenry. Mrquess. l..r mf e.rmation eh..ul.1 (f) Proi m als mas be withdrawn by written or telegraphic notic e include the sobiitatum nuinber, the riarne and wilderst of the i.susius recened at ans vern.. prrut to award. Prnposals

• y be withdrawn en asenc y, and a deu ripti..n nf the supubes i.r servic es permii by an offeror or b:s authorned repter v.:stive, provided his identitr is made kn-wn and he sians a receipt sor the proposal prior

13. SELLER'S INVOICES. Invoices shall be prepared and submitted to a =ard.

in quadruplicate (one copy shall be marked origind") unless other-hote: TI e tarm " telegram" includes rnailayams.

wise speci6ed. Invnices shall contain the following information: Con i

Note: The sleernate late proposals, mod 46 cations of proposals and tract and order number (if any), item numbers, descripten of supphes withdiawals of proposais provmon prescribed by 41 CFR l-3 CO2-2(b) or services. sizes, quan.ities, unit pnces, and calended totals. ibli of shall te used in beu of provision 8. si specahed by the contract.

lading number and weight of shipment will be shown fnr shipments made on Gose nment bills of ladmg

9. DISCOUNT 1.

(a) Notwithstrnding the fact that a blank is provided for a ten (10)

14. SMALI. nUSINESS CONCIRN. A small business concern for the ds1 shstount. prumpt rssinent disenunts offered for payment within purpose of Gosernment procurement is a comern, including its affili-less than twenty '~

ndar dau wdl not be cons dered in evalu-ates, which is mdependently owned and operated, is not dommant in atmg utfers im dess otherwise speahed in the sohcitation.

the 6 eld of operation m which it is submitting oilers on Government llown er. uff e i of less th.sn 20 days we be taken of pa)-

contracts, and can further quahiy under the craiena concermns num-ment is meia hunt period. esen thourh not considered ber of employees, aversee ' annual receipts, or other criteria, a pre-scribed by the Small Business Administratiors (See Code of Federal in the evaluat'.

sns discount c4eted, time wil$ he computed Rerulations, Title 13, Part 121, as amended, which contains detaded (b) In cor i

from date oi

'he supphes in carrier when deinery and industry definitions and related procedures.)

acceptance ar-orncin, or from date of delisery at desti.

nation or port ation when dehvery and acceptance are at

15. CONTINGENT FEE. If the offeror, by checking the appmpriate l

either of tho+

or from the date correct mvoice et voucher is boa provided therefor, has represented that he rias emplosed or retained I

recened m the ar.nc speci6cd by the Coserrment. if the latter date a company or person (other than a full time bona 6de emp oyee work.

l is later than date of deinerv. Payme nt is deemed en be made for the ing solely for the oderor) to sohcit or secure this contract, or that he purpose of carnms the dmount on the date of maihna of the Govern-has paid or a6 reed to pay any fee, commissinn, percentase, or brokeace rnent cheik.

fee to any company or person contingent upon or resulting from the award of this contract, he shall fumish, in duphrate, a complete Stand-

10. AWARD OF CONTRACT.

ard Form 119, Conirscior's Statement of Cont naent or Other Fres If (a) The contract will be awarded to that truensible offeror whose atferor has previously furmshed a complesed Standard Fort,119 to the c6er runformine to the sol citation wall be most adsantageous to the office issuing this solicitation, he may accompany his nfier with a surned Gosernment, pru e and e,ther f actors s onsidtred.

statement (a) indicating when such completed form was previnusly (b) The Gmernment seterses the rutht to reject any or all offers furnished, (b) identifung by number the previnus sohcitation or con-and to waise mformahtics and minor irregularities in oders received tratt, if any, in connection with which such form was submitted, and (c) The Government mas accept anv item or group of items of any (c) representing that the statement in such form is apphrable to this oder, unless the offeror quah6cs his clier bv specific brnitations UN-offer.

LESS OTilERWl5E P140VIDED IN 'IllE SCllEDULE OFFERS M AY llE SUBM11TED FOR ANY Ol'ANTITIES LESS TIIAN

16. PARENT COMPANT. A parent company for the purpose of this TilOSE SPECIFIED. AND Tile GOVERNMENT RESERVES offer is a company which either owns or controls the attiuties and basic Tile RIGIIT TO M AKE AN AW ARD ON ANY ITEM FOR A bunness pohcies of the olieror Tu own another company means the QUANTITY LESS 'IllAN TIIE QUAN11IY OFFERED AT Tile parent company must own at least a majority (moic than 50 percent)

UNIT PRICES OFFERED UNLEdS Tite OFFEROR SPECIFILS of the votine rwhts in that company. To control another aompany, such OTilERh!$E IN 1115 OFFER ownership is not required; if another company is able to formulate,

,(d) A,wntien award (or Accept nce of OtTrr) maded (or ot'her-determme, or veto basic business policy decisions of the oderor, such j

wise furnished) to the sucrenful offeror within the time for acceptsnre other company is considered the parent company of the oderor. This spetshed in the oder shall be dermed to roult in a bindmg contract control may be esercised through the use of dommant minority voting without further action br enhcr p"'".ueh (h). apply only to negotiated rights, use of proxy voting, contrattual arranrements, or otherwise.

The followmg parae.raphs (< ) tl e 17, EMPLOYER'S IDENTIFICATION NUMBER. ( Applicable only to (c) e Government may accept withm the time speci6cd therein, adverined solicitations ) The offeror shall susert in the applicable space any oder (or part thereof, as provided in f ri above). whether or not on the oder form, if he has no parent company, his own Employer's there are negotiations mbsequent in its receipt unless the offer is with, (Federal Soc,al Secunty Number j

drawn by wntien notu e recened by the tiovernn.cnt prior to award.

Identification Num,ber (E..l. No. )

i used on Employer s Quarterly Federal Taz Return, U.S. Treasury If subuquent cerotiationi are conducted. thr, shall not constitute a Department Form 961), or,if he has a parent company, the Employer's i

rejection or counter offer on the part of the Government.

Identification, Number of his parent company.

(f) T.Te right is rnerved to auept other than the lowest offer and to reject any or all offers.

(g) The Government may a vard a contract, based on imtial offers

18. CERTIFICATION OF INDEPENCENT PRICE DETERMINATION.

rereaved, without docussion of such offers Accordingly. each initial (a) This cert:6 cation on the oder form is not applicable to a foreign I

oder should be submitted on the most favoiable terms from a prire offeror submitting an oder for a contract which requires performance and technical s'andpmnt which the otTeror can submii to the Govern-or driive ry outside the United States, its possessions, and Puerto Rico.

(b) An offer will not be considered for award where f a)(1), (a)(3),

ment, (h) Any nnancial data submitted with ans offer heerunder or any or (b) of the cert:6 cation has been deleted or modined Where (a)(2) representation concermng fariht.cs nr 6 naming will nr,t form a part of the certi6 cation has been deleted or modined, the offer will not be of any resultans contract; provided. however, that, is the resultmg co'n.

considered for award unless the offeror furnishes with the oder a siarned.

tract contains a clause providme nor pnre reduttum for defective cc-t statement which sets forth in detail the circumstances of the disclosure or priemg data, the cr ntract pnce wdl be subject to reduction if cost and the head of the agency, or his designee, determines that such dis, or pricing data furnished hereunder is im omph - enaccurate. % not closure was not made for the purpose of restricting competition.

current, 19, ORDER OF PRECEDENCE. In the event of an inconsistency be,

11. GOVERNMENT FURNISHED PROPERTY. S.. rnaterial, labor, or tween prosmons of this solicitation. the inconsistency shall be resolved fanhties wi l be furnnhed by the Governmesa unicu otherwise pro.

by giving precedence in the followmg ordert (a) the Sthedule; (b) l vided for in the scheitation.

Solicitation Iruructions and Conditions; (c) General Provisions; (d) 12.1ADOR INFORM ATION. G mer.1 inforenation regarding the re.

other provisions of the contract, whether incorporated by reference or quirements of the Walsh licalcy Purshc,Mntracts Act (41 U.S.C.

otherwise; and (e) the sp<ci6 cations.

SyAseDARD F0tsu 3bA secti tisov.1.ySt e o e o.

eae e.,ae.gs on.

sors-ses serieses

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IF3 h3-01E-81-242 Page 8 PART II (Continued)

NOTICES TO 310CER3 1.

Notice of Recuirement to Certify Monsecrecated F1cilities Bidders are cautioned as follows: By signing this offer, the bidder will be deemed to have signed and agreed to the provisions of the

" Certification of Nonsegregated Facilities' contained on page 3 of tnis solicitation.

Failure of the bidder to agree to the certification of nonsegregated facilities may cause his bid to be rejected as non-responsive.

2.

Bid Identification Mailing envelopes shall be marked with the IFB number as specified on Page 1, Block #2 of this solicitation. The IFB number should also be referenced in your cover letter and on each page of your bid.

3.

Time of Delivery The equipment required hereunder shall be delivered within 120 days of effective date of the contract.

4 Cost of Bid precarstion This solicitation does not commit the Govdrnment to pay any costs incurred for the preparation of bids 'r.Jr any studies or enalysis that may be conducted in the preparation thereof; nor is the Government cccmitted to precure or contract for the articles or services described under Part III of this solicitation. It is also brought to your attantion that the Contracting Offi:er is the only individual who can legally commit the Government to the expenditure of public funds in connection with the pro;osed procurement.

5.

Small Business Size Standards The Contracting Officer has determined that the material described herein is classified under the Standard Classification Manual as tiumber

. 3829 and a concern whose employment standard for the last four (4) quarters did not exceed 500 employees is considered as a small business Concern.

.- -.._ - - =.-.

IFB RS-01E-81-242 a'

Page 9 6.

Award Notification All bidders will be notified of their. final selection or nonselection i

as soon as possible following the completion of the formal NRC bid

{

opening and subsequent detailed examination of bids and conduct of responsibility checks. Formal notification of nonselection to unsuccessful bidders will be made following contract award to the successful bidder.

7.

Tyce of Contract and General Provisions

-It is contemplated that a fixed-price type contract will j

be awarded. The contract will. include all applicable terms and condi-tions as prescribed by the Federal Procurement Regulations. Standard Form 32, General Provisions (7/30/80 edition) are attached and will form part of any resultant contract, i

8.

Bid Evaluation A.

Bids in response to this IFB shall set forth full, accurate, and complete information as required herein. The penalty for making false statements in bids is prescribed in 18 U.S.C. 1001.

4 B.

Bids will be evaluated for purposes of award by first ascertaining the sum of the proposed total amounts for each of the items speci-fied in Article I, contained on Page 13 of this solicitation.

To this " Total Bid Amount" will be applied any due consideration

.I for discounts offered.in Block No.16 on Page 1 of this IFB.

- (See Part II, A, " Solicitation Instructions and Conditions,"

i-

" Discounts.") This will constitute the bidder's " final bid amount."

r i

C.

Award will be made to that responsive, responsible bidder within -

i-the meaning of Federal Procurement Regulation 1-1.12 whose total l

bid amount, as set forth by the bidder in the appropriate blank of Page 13 of this IFB, after NRC consideration of 'any applicable i

discount, constitutes the-lowest overall'eva!uated final. contract l

price to the Government based upon the requirements as set' forth in the schedule.

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D.

Separate chargas, in any form, are not solicited. Bids con-taining such charges for discontinuance, termination, failure to exercise an option, or for any other purpose will cause the bid to be rejected as nonresponsive.

E.

A preaward onsite survey of the bidder's facilities, equipment, etc. in accordance with FPR 1-1.1205-4 may be made by representa-tives of the Commission for the purpose of determining whether the bicder is responsible within the meaning of FPR 1-1.12 and whether the bidder possesses qualifications that are conducive to the production of work that will meet the requirements, specifications, and provisions of this contract. Also, if requested by the Commission, the prospective contractor may be required to submit statements within 72 hours8.333333e-4 days <br />0.02 hours <br />1.190476e-4 weeks <br />2.7396e-5 months <br /> after such request concerning their ability to meet any of the minimum standards set forth in FPR l-1.1203.

9.

Award of Contract f.ttention is directed to Part II, Solicitation Instructions and Conditions, No.10(d) of this Invitation For Bids, which provides that a written award mailed or otherwise furnished to the successful bidder results in a binding contract. Any award hereunder, or a preliminary notice thereof, will be mailed or otherwise furnished to the bidder the day the award is dated. Therefore, in computing the time available for performance, the bidder should take ir.to consideration the time required for the notice of award to arrive through the ordinary mails.

Hov.2ver, a bid offering delivery based on date of receipt by the contractor of the contract or notice of award (rather than contract date) will be evaluated by adding the maximum number of days normally required for delivery of the award through the ordinary mails.

If, as so computed, the delivery date offered is later than the deliv-ery date required in the invitation, the bid will be considered non-responsive and rejected.

10.

Listing of Employment Openings (FPR l-12.1102-2)

Bidders and offerors should note that this solicitation includes a provision requiring the listing of employment openings with the local office of the Federal-State employment service system where a con-tract award is for $2,500.00 or more.

11.

Commitment of Public Funds The Contracting 0.icer is the only individual who cen legally commit the Government to the expenditure of public funds in connection with this procurement. Any other commitment, either explicit or implied, is invalid.

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IFB RS-01E-81-242 Page 11

12. Minimum Bid Acceatance Period Bids offering fewer than ninety (90) days for acceptance by the Government from the date set for opening will be rejected as non-responsive.

13. Bidder Qualifications and Past Excerience Bidder shall list three (3) previous / current centracts for the same or similar products:

(1) Contract No.:

Phillips Petroleum Company Name and address of Government Agency or

. Commercial Entity:

Phillips Petroleum Company P.O. Box 273 Phillios. Texas 79071 Point of Contact and Telephone Number:

Gerald Jueschke (91R) 661-9269_

(2) Contract No.:

nirna (ninminnm en-nnny nr n-oricei Name and address or.

Government Agency or Ccmmercial Entity:

Anderson County Works P.O. Box 558 Palestine, Texas 75081 Point of Contact and Telephone Number:

Tommy Hodges (214) 329-2281 (3) Contract No.:

Exxon Chemical Comoany Name and address of Government. Agency or Commerical Entity:

Bayway Chemical Plant i

Linden. New Jersey 07016 L

Point of Contact and Telephone Number:

nign nyr+4n (201) 474-7485.

Additional information will be supplied to the Contracting Officer upon l

request.

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IFB RS-01E-81-242 Page 12 i

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)

14.

Standard Commercial Warranty Bidder shall set forth in the space provided below, the terms of the standard commercial warranty on the equipment being proposed.

(Note: See Article V entitled " Commercial Warranty",

Standard Warranty:

Texas Nuclear warrants its manufactured equipment to be free from de fnets in workmanship er aterials under aermal use for One year.

If any part of such equipment except transistors, vacuum tubes, fuses and hattnrige n"0Ve to be defective in-workmanship or i;5teri515 and if such part is, within the warranty period computed from date of shin-ont frc the Company's factory, returned to-such fectory, transportation charges prepaid, and if the same is found by the Company to.be defecti e in 'forkmanship or-e+terial, it will be re-V i

placed or repaired, free of charge, F.0.B. Company's factory. The liahility for consequential damascs of any kind company ase"-ac nn and the Purchaser by acceptance of.this. equipment will assume all liability and will indemnify and hold lexas iiaclear harmless from any and all direct or indirect results and consequences of its use or misuse by the purchaser, his employees or others. A defect in the meaning of this warranty in any part of said equipment shall l

not, when such part is capable of being renewed, repaired or re-placed, operate to condemn such equipment. This warranty is expressly in lieu of all other warranties guarantees, obligations, or liabilities, expressed or implied by the company or its repre-I' sentatives. All statutory or implied warranties, other than title, are hereby expressly negative and excluded.

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$TANDARD FCRM 36. JULY 1966 CONTINUATION SHEET IFB RS-01E-81-242 13 22 4

otNEni : svices,owstur,en f(P. PtOC. EG. ;4 3 CFil 1 16 t ot Nwt CF Cff tFCa Ct CCnr4ACTc4 PART III - C0flTRACT SCHEDULE ov erny enir uur aucs m oust nta No.

ARTICLE I suretits/senvicts/ PRICES 1.

Metal alloy analyzer for independent measure-1 EA

$20,950.00

$20.95.00 ments (flDE) program as further described in Article II entitled Description / specifications 2.

Operation and Maintenance flanual (0&M) 2 EA 0.00

$.-3 50.00 3.

Shipping Charging -------------- -------------

--$ 21,000.0C TOTAL AMOUNT Reference f(umber: H-10-068-80 D

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IFB RS-0IE-81-242 Page 14 ARTICLE II - DESCRIPTION / SPECIFICATIONS A.

Purpose The proposed alloy analyzer will be used by the Nuclear Regulatory Commis-sion's Region I Office, King of Prussia, Pennsylvania. The alloy analyzer will be used at reactor sites and vendor shops for the purpose of conducting independent nondestructive examinations to identify that correct materials are being used.

B.

Gencval Requirements 1.

Design:

The instrument shall employ radioisotope excitation X-ray fluorescence to provide rapid, non-destructive, on-site verification of type and major elemental composition of important Fe-Ni-Cr based steel alloys.

2.

Physical Descriotion The instrument should be comprised of two interconnected units; a hand held measurement probe which is placed on the metal to be analyzed and battery-powered microprocessor-based electronic unit which controls the measurement mode and displays the results.

The compact electronic unit shall be equipped with a shoulder strap and/or a carrying nandle.

It should have provisions within the unit for support in a convenient-to-read position on the bench.

Battery power for at least 8 hours9.259259e-5 days <br />0.00222 hours <br />1.322751e-5 weeks <br />3.044e-6 months <br /> of normal field use shall be derived from internal batteries and shall be recharged in place. An auxiliary rechargeable battery pack should be provided which can be clipped onto the base of the electronic unit for extended field operation. The probe shall be designed to permit con-tact measurements on inside corner welds, short pipe sections and on flat plate.

Radioisotope excitation sources shall be mounted inside the probe. The sources shall be well protected against physical I

damage by protective shutters which envelop each source.

When making l

a measurement, the shutters shall open so the radiation may shine on the sample. Shutter actuation shall be controlled, with several fail-safe provisions, by the microcompressor.

The total system shall consist of a probe, electronic unit, carrying strap, auxiliary battery pack, two (2) recharger units, extender cable, and samples for standardization and zeroing supplied in an approved-for-shipment carrying case. The system shall not require the user to have a regulatory agency license for its use.

The type and activity of the radioisotope sources shall permit the user to ship the system by air.

Total weight shall not exceed 44 lbs. (20 Xg's).

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IFB RS-0IE-81-242 Page 15 3.

Operation "The Alloy Analyzer" shall provide two basic modes of measurements, alloy identification and analysis.

Each mode should be capable of modification for a selected precision, sample size comparison, and for other measurement conditions, through the touch-type keyboard on the instrument panel.

Alloy identification and elemental analysis shall be automatic, provide a direct readout of alloy type and percent concentration of major alloy-ing elements, and shall compensate for matrix interference without the manual use of graphs, charts, or calibration curves.

4.

Alloy Library A minimum of 60 high alloy steels shall be programmed into permanent memory for identification purposes. A minimum of 3 grades of chrome-moly steels shall be programmed into permanent memory for identifica-tion purposes.

5.

Alloy Identification Instrument shall be able to identify and display by appropriate desig-nation at least 60 grades of alloy steels, mild steels, and/or tool steels, and at least 20 grades of chrome-moly steels.

Alloy identification should be initiated by the operator by keyboard operation. After the probe is placed in position and the system actuated and if the measured data matches one of the library alloys, the alloy type should be registered on the display. The number of alloys stored in the memory shall be at least 100 and include most engineering alloys of importance in the nuclear industry.

l 6.

Alloy Analysis The analyzer shall enable the determination of percent content of the elements Ti, V, Cr, Mn, Fe, Co, Ni, Cu, Nb, Mo, and W.

The content of (Ti, V, Cr, Ni, Nb, Mo, and W) shall be capable of display immediately i

after the identification measurement.

These and other elements shall l

also be capable of analysis specifically to a higher precision with matrix compensation based on the identification data. Alternatively, l

the alloy type to be analyzed shall be allowed to be entered through the keyboard so that even a single element determination can be made with matrix compensated accuracy. A typical analysis shall take between 10-20 seconds.

The element symbol shall be displayed along with percent content.

IFB RS-0IE-81-242 Page 16 The analyzer shall be capable of the following typical prec.sions:

Alloy Type Typical Precisions LOW ALLOY STEEL (e.g. 2.25 Cr,1 Mo) 1.0.02% (Ti, V, Mo, Nb)

+0.1% (Cr) 10.3%(Mn)

STAINLESS STEEL (e.g. SS 304/316) 1.0.03% (Ti, V, Mo, Nb)

+0.3% (Cr, Mn)

~

10.5%(Fe,Co,Ni,Cu)

NICKEL ALLOYS (e.g. Inconel 625, Hasteloy X) 1.0.04 (Ti, V, Mo, Nb, W)

+0.2% (Ni) 10.35%(Cr,Mn,Cu) 1.0.55% (Fe, Co) 7.

Measurement Modifiers Each mode of measurement shall be capable of being modified by one of several selectable levels of precision, and one of several size compensation routines.

For example, the size compensation feature would correct for under-sized samples and non-standard probe-tc-sample air gap distances as might be presented by some weld configura-tions or non-contact measurement on a high temperature surface.

8.

Radioisotopes Total source activity shall not exceed 50 millicuries of class IV isotopes.

9.

Detector The Detector shall be a gain-stabilized solid state X-ray detector employing a filter system capable of resolving adjacent. elements in the periodic table without employing extreme stabilization techniques.

10.

Standardization Standardization shall automatically compensate for source decay and detector efficiency when performed once weekly.

11.

Zeroing Zeroing shall be automatically controlled by the internal program.

Using only one pure standard, any or all elements shall be zerced not more often than once weekly.

g C

ZFB RS-0!E-81-242 Page 17 12.

Power The batteries supplied shall be capable of operating the instrument for 8 hours9.259259e-5 days <br />0.00222 hours <br />1.322751e-5 weeks <br />3.044e-6 months <br /> of continuous DC operation.

Each unit shall be equipped with an individual AC/DC converter /recharger device. An auxiliary battery pack should be provided to extend field operation to 16 hours1.851852e-4 days <br />0.00444 hours <br />2.645503e-5 weeks <br />6.088e-6 months <br />.

13.

Weight Total instrument weight shall not exceed 9.1 Kg's (20 lbs.) with auxiliary battery pack attached.

14.

Probe Probe unit shall be eqt:7 ped to allow operator control of program sequence. The probe shall be capable of weld-bead analysis of 90 degrees weldments.

15.

Electronic Unit Shall consist of 1) a touch type keyboard for complete program con-trol, 2) alpha-numeric LCD display, 3) combination bench stand / carrying handle, and 4) clip-on shoulder strap.

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1FB RS-01E-81-242 Page 18 1

ARTICLE III - PRESERVATION / PACKAGING / PACKING All materials delivered under this contract shall be afforded the degree of packaging (preservation and packing) required to prevent deterioration and/or damages due to hazards of shipment, handling, and storage. Such packaging shall be accomplished in such a manner as to insure safe delivery at destina-tion.

ARTICLE IV - PELIVERY

- A.

Time of Delivery Delivery is DESIRED by the Government within ninety (90) days after the Date of Contract.

If the bidder is unable to meet the above delivery schedule, he may, without prejudice to the evaluation of his bid, set forth his Proposed Delivery Schedule below; but such delivery schedule must not extend the delivery period beyond the time for delivery called for in the following required delivery schedule.

Delivery is REQUIRED by the Government within one hundred twenty (120) days after the Date of Contract.

Bids offering delivery under such terms or conditions that delivery will not clearly fall within the applicable required delivery period specified above will be considered nonresponsive and will be rejected.

If the bidder does not propose a different delivery schedule, the Government's desired delivery schedule shall apply.

Bidder's Proposed Delivery Schedule (to be completed by bidder)

Delivery will be made within the following number of days after the 4

date of contract (

). (NLT 120 Days)

(NOTE: SEE Notice No. 9 entitled " Award of Contract")

B.

Place of Delivery The item requireo hereunder shall be ~ delivered to the following location:

U.S. Nuclear Regulatory Commission Region I Office of Inspection and Enforcement 631 Park Avenue King of Prussia, PA 19406 8

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IFB RS-0IE-81-242 Page 19 ARTICLE V - COMMERCIAL WARRANTY Notwithstanding the provisions of the " Inspection" clause of this contract, the Contractor agrees that the items delivered under this contract shall be covered by the same warranties as the Con-tractor customarily offers in connection with the sale of these items on the commercial market.

In the event that differing warranties covering these items are customari.y offered to other purchasers by the Contractor, it is agreed that such warranties shall apply to this contract as are available to the Contractor's most favored purchaser.

In addition to any other obligations imposed upon the Contractor under any such warranties, and regard-less of whether a similar right is customarily offered to other purchasers, the Contractor shall, if so required by the Governnent within a reasonable time after the giving of notice of defect in accordance with such warranties, correct or replace the defective or nonconforming item with all possible speed at the Contractor's cost, including shipping costs, not exceeding usual charges, from the dehvery noint to the Contractor's plant and return.

The Contractor shall affix a prominent notice on the equipment stating that the unit is covered by a warranty by the (1)

Complete details of the terms of the warranty shall be included in a separate section of the OSM Manual.

I1)

Insett name of compamj ARTICLE VI - PERIOD OF PERFORMANCE The period of performance under this contract shall commence on tne effective date of this contract and end days from the date the equipment is accepted.

ARTICLE VII - CONTRACTING OFFICER'S AUTHORIZED REPRESENTATIVE (PROJECT OFFIC i

The Ccntracting Officer may designate one or more authorized representatives under this contract for the purpose of assuring that the supplies required I

under the contract are delivered in accordance therewith. Such representatives l

as may be appointed will be specifically designated in writing by the Contract-ing Officer.

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To be comoleted at time of award.

L.

ZFB RS-0ZE-81-242 Page 20 ARTICLE VIII - INSPECTION AND ACCEPTANCE All inspections, acceptance, and rejection decisions shall be made at destination by the Project Officer or his authorized representative.

Upon receipt of all deliverable items spec fied, the Project Officer or his authorized representative shall inspect each item for compliance with the specifications contained herein.

Acceptance or rejection of deliverable items shall be made in writing by the Project Officer within 14 calendar days after receipt of said deliverable items from the contractor.

ARTICLE IX - PAYMENT A.

In the absence of a discount, the contractor shall be paid upon the submission of a proper and correct invoice or voucher in approximately thirty (30) days after submission or date of delivery, whichever is later, the prices stipulated in Article I forsupplies delivered and accepted, as herein provided.

B.

If this contract provides for a discount, the contractor shall indicate the contract's discount terms (Block 16 of Page 1) on the face page of the invoice or voucher.

C.

Additional provisions relating to payment are contained in Article VII of the General Provisions.

ARTICLE X - BILLING INSTRUCTIONS FOR FIXED PRICE CONTRACTS AND PURCHASE ORDERS l

Gene ral. The contractor shall submit vouchers or invoices as prescribed herein, j

Fo rm.

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

Government's Standard Form 1034 "Public Voucher for Purchases and Services i

Other Than Personal," and Standard Form 1035 "Public Voucher for Purchases j

Other Than Personal -- Continuation Sheet." These forms are available from the Government Printing Office, 710 North Capitol Street, Washington, D. C.

20301.

Number of Cocies and Mailino Address. An original and six (6) copies shall be suomitted to NRC offices identified below.

Frecuency. The contractor shall submit an invoice or voucher only after NRC's final acceptance for services rendered or products delivered in performance l

of the contract unless otherwise specified in the contract.

S 8

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J IFB RS-OfE-81-242 Page 21 ARTICLE X (Continued)

Precaration and Itemization of the Voucher. The voucher shall be prepared in ink or typewriter (witnout strikeovers) and corrections or erasures must be initialed.

It must include the following:

(a) Payor's name and address.

(i) Address the original voucher (with four (4) copies) to:

U. S. ?!uclear Regulatory Commission, Division of Accounting, Office of the Controller, ATTil: GOV /COM Accounts Section.

Washington, D. C.

20555.

(ii) Address two (2) copies to:

U. S. Nuclear Regulatory Commission, ATT?l:

E. L. Halman, Director, Division of Contracts, Washington, D. C.

20555.

(iii) The oriainal cocy of the voucher should indicate that two (2) cocies have been forwarded to the Contractino Officer.

(b) Voucher number.

(c) Date of voucher.

(d) Contract number and date.

(e) Payee's name and adceess.

(Show the name of the contractor and its correct address, except when an assignment has been made by the con-tractor or a different payee has been designated, then insert the name and address of the payee.)

(f) Description of articles or services, quantity, unit price, and total amount.

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

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

(i)

Instructions to consignee to notify Contracting Officer of receipt of shipment.

(j) Final invoice marked: "FIllAL INVOICE" Currency. Billings may be expressed in the currency normally used by the contractor in maintaining t.is ~ 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.

i I

IFB RS-ADM-81-242 Page 22 ARTICLE XI - GENERAL PROVISIONS This contract is subject to the Fixed Price Supply Contract General Provisions, dated 7/30/80, which incorporates the Standard Form 32 (Rev. 4-75) General Provisions and FPR Changes and Additions to Standard Form 32 General Provisions (June 1976), attached hereto and made a part hereof by this reference.

FPR Changes and NRC Additiens to Standard Form 32 General Previsions is further modified as folicws:

Clause No. 22 entitled " Utilization of Labor Surplus Area Concerns" is deleted in its entirety and substituted with the attached clause entitled "Ut11iration of Labor Surplus Area Concerns (FPR l-1.305-3)"

in lieu thereof.

Clause No. 32 entitled " minority Susiness Enterprises Subcontracting Program" is deleted in its entirety.

Clause No. 33 entitled " Preference For U. S. Flag Air Carriers is deleted in its entirety.

Clause No. 47 entitled " Conflict of Interest" is hereby added.

PART IV LIST OF ATTACHMENTS l

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

General Provisions S

8 l

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

20-1.5401 Scope and policy.

20-1.5402 De.fini tions.

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.

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) 520-1.5401 Scope and Policy (NRC)(a) It is the policy of the U.S. Nuclear Regulatory Comission to avoid, eliminate or neutralize contractor organizational conflicts 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 1

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 k

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 U :

Might the contractor, if awarded 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 aoplies to contractors and offerors only.

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

This rule does not apply to the acouisition of consulting services through the personnel acpointment orocess, NRC

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7590-01 l

agreements with other government agencies, international organizations.

. or state, local or foreign governments; separata procedures for amiding conflicts of interest will be employed in such agreements, as appropriate.

l 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 performed under an NRC contract which:

(1) May diminish its capacity to give impartial, technically sound, objective assistanca and advice or may otherwise result in a biased work product, or (2) may result in its being given an unfair l

competitive advantage.

(b)

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

l (c) Evaluation activities" means any effort involving 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 fonnulation or administration of its programs, projects, or policies which normally require the contractor to be given access to information which has not been made available to the public or proprietary information.

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

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

(f)

" Contractor" mear:s any person, finn, unincorporated association, joint venture, co-sponsor, partnership, corporation, affiliates thereof, J

s l

or their successors in interest, including their chief executives, directors, key personnel (identified in the contract), proposad consultants or subcontractors, which is a party to a contract with the NRt.

(g)

" Affiliates" means b siness concerns which are affiliates of u

j each other when either directly or indirectl.y\\one concern or individual i

controls or has the power to control another, or when a third party controls or has the power to control both (41 CFR 51-1.606-1(a)).

. 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.

(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, sucmitting a bid or proposal, solicited or unsolicited, to the NRC to ottain a contract.

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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 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 perfonnance.

I20-1.5403 Criteria for recognizing contractor organizational conflicts of interest (a) General.

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

(1) Are there conflicting roles which might bias a contractor's judgment in relation to its work for the NRC7 (2) May the contractor be given an unfair 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 connon sense and good business judgment based upon the relevant facts disclosed and the work to be perfonned. 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 orograms.

(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:

(i) 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 l

the same or similar matter in which it is also providing assistance to l

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 deveiopment or ma rketing.

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

placing tne offeror or contractor in a conflicting role in wnich its l

judgment may be biased in relation to its work for the NRC er may otherwise result in an unfair competitive advantage for the offeror or contractor.

l 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:

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

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

(iii) Where the offeror or contractor is granted access to infonnation not available to the public concerning NRC plans, policies, or programs which could fom 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 offerar or contractor in a conflicting role in which its judgment may be biased in relation to its work for the NkC 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 nomally 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 NPC evaluation, the ABC Corp. is considered to be the best qualified company to perform the work outlined in the RFP.

4 4

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9 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 the contract to preclude the ABC Corp. from subsequently contracting for work during the performance of the NRC contract with the private sector which could create a conflict.

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

(3) Example. As a result of operating problems in a certain type of commercial 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.

Only 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 decisions affect the reactor's design and thus the company's costs.

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

Since the nature of the work required is vitally important in terms of 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 proposal for a new system for evaluating a specific reactor component's performance for the purpose of developing standards that are important to the NRC program. The ABC Co.

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

5_

7590-01 1

(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 5 20-1.5403(b)(1)(i), 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 crea contemplated by the NRC study.

Guidance.

The contracting officer would nonnally 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 5 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 perfonnance 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 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.

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 offerer 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; and (4) other contractual situations where special organizational conflicts of interest provisions are noted in the solicitation and would be included in tae 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 mooified, only an updating of such statement shall be required.

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7590-01 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 5 20-1.5403(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 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) detennine that it is otherwise in the best interest of the United States to seek award of the contract under the waiver provisions of 520-1.5411.

(2) The refusal to provide the representation required by 5 20-1.5404(b) or upon request of the contracting officer the fact: 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 i

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 oy 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 (o) above with respect to invitation for bids will be l

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 -

.._. __.~._ _ _... _.. _ _,

7590-01 All contracts of the types set forth in 120-1.5404(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 otherwise) which relate to the work under this contract, and (2) does not obtain an unfair competitive advantage over other parties by virtue of its performance of this contract.

(b)

Scope.

The restrictions described herein shall apply to performance or participation by the contractor as defined in 41 CFR 5 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 whicn 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 l

execution of such contractual arrangement.

l (d)

Disclosure after award.

(1) The contractor warrants that to the best of its knowledge and belief and except as otherwise set forth in thi: contract, it does not have any organizational conflicts of interest, as defined in 41 CFR 120-1.5402(a).

l (2) The contractor agrees that if after award it discovers organizational l

conflicts of interest with respect to this contract, it shall make an immediate and full disclosure in writing to the contracting officer.

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

contractor has taken or proposes to take to avoid or mitigate such g

conflicts.

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

l (e)

Access to and use of information.

(1) If the contractor in the performance of this contract obtains access to information, such as i

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: (i) Use such information for any private purpose until the information has been released to the public; (ii) compete for work for the Connission based

-H-a g g

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 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 20 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 5 20-1.5402(h), tne 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.

(a)

If it is determined from the nature of the proposed contract that organizational conflicts of interest exist, the contracting officer may determine that such conflict can be avoided or af ter obtaining a waiver in accordance with 520-1.5411, neutralized through tne 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 sucn restriction. These provisions include but are not limited to:

l --

7590-01 (1) Hardware exclusion clauses which prohibit the acceptance of production contracts following a related nonproduction contract previously performed by the contractor; (2)

Software exclusion clauses; (3) Clauses which require the contractor (and certain of his key personnel) to avoid certain organizational conflicts of interest; and (4)

Clauses wnich 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 in : 20-1.5405-1 when it is determined that award of a follow-on contract would constitute an organizational conflict of interest.

(i)

Follow-cn 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 of work or specifications unless so directed in writing by the contracting officer, in which case the restriction in this sut, paragraph shall not apply.

(3) Nothing in this paragraph shall preclude che contractor from offering or selling its standarc 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 reouirements of 520-1.5404(b) and other relevant information.

After evaluating this information against tne criteria of. 20-1.5403, a finding will be made by the contracting officer whether organizational conflicts of interest exist with resoect to a particular. offeror.

If it nas oeen determined tnat conflicts of interest exist, then tne contracting of ficer snall eitner:

(a)

Disqualify tne afferor fecm award,

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4 j

I

7590-01 (b) Avoid or eliminate such conflicts by appropriate measures; or (c) Award the contract under the waiver provision of 5 20-1.5411.

520-1.5407 Conflicts identified after award.

If potential organizational conflicts of interest are identified af ter award with respect to a particular contractor, the contracting officer determines that such conflicts do, in fact, exist and that it would not be in the best interests of the government to terminate the contract as provided in the clauses required by 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 identifled conflict.

j20-1.5408 (Reserved) 520-1.5409 (Reserved) 520-1.5410 Subcontracts The contnicting officer shall require offerors and contractors to submit a repreantation statement in accordance with 520-1.5404(b) from subcontractors and consultants.

The contracting officer shall require the contracror 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.

s20-1.5411 Waiver in the first instance, determination with respect to the need to i

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 recormendation 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 l

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 emoloyed by NRC to neutralize the conflict.

For any such waivers, the justification and approval cocumer.ts shall be placed in the Public Dncument Rocm.

11-r i

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7590-01 620-1.5412 Remedies 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 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 Warhincton. 0.Cthis 27th day of March 1979.

For the Nuclear Regulatory Commission

/

CCh M bb A Samuel U. Chilk e

Secretary oflthe Commission N

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B Revised 7/30/80 Consisting of Pages 1 through 25 CENERAL PROVISION FIXED PRICE SUPPLY CONTRACT TABLE OF CONTENTS Scandard For= 32, General Provisions (Supply Contract) Containing the following listed Articles on pages 1 through 5 of the form plus additional Articles on pages 6 through 20 attached thereto.

ARTICLE TITLE PAGE 1

Definitions.....................................................

1 2

Changes.........................................................

1 3

Extras..........................................................

1 4

Variation In Quantity...........................................

1 5

Inspection......................................................

1 6

Re s po ns ibility Fo r S upp lies.....................................

2 4

7 Payments........................................................

2 8

Assignment of Claims............................................

2 9

Additional Bond Security........................................

2 10 Examination of Records By Comptroller General...................

2 11 Default.........................................................

2 12 Disputes......................................'..................

3 13 Notice and Assistance Regarding Patent and Copyright Infringement..................................................

3 14 Buy American Act................................................

3 15 Convict Labor...................................................

4 16 Contract Work Hours and Safety Standards Act -

Overtime Compensation.........................................

4 17 Walsh-Healey Public Contracts Act...............................

4 18 E q ua l Op p o r t un i ty...............................................

4 19 Officials Not To Benefit........................................

5 20 Cove nan t Agains t Contingent Fe es................................

5 21 Ut iliza tion o f Small Business Concerns..........................

5 22 U tiliza tion o f Labor Surplus Area Concerns......................

5 23 U t iliza tion of Minority Business Concerns.......................

5 j

24 P r ic ing o f Adj us tmen ts..........................................

5 25 Payment o f In teres t On Contrac tors ' Claims......................

5 26 Al te ra tio ns..........

6 27 Listing of Employment 0penings..................................

6 28 Employment o f the Handicapped...................................

9 29 Clear Air and Water.............................................

10 30 Federal, State and Local Taxes..................................

11 l

31 Te rmination For Convenience of the Government................... 12 32 Minority Business Enterprises Subcontracting Program............

17 33 Preference For U.S. Flag Air Carriers...........................

18 34 No tice To the Government of Labor Disputep...................... 18 35 Permits.........................................................

19 36 Renegotiation...................................................

19 37 Pa tent Indemnity................................................

19 38 Reporting Royalties.............................................

20 39 No tice Rega rding La te Delivery.................................. 20

l GENERAL PROVISION l

FIXED PRICE SUPPLY CONTRACT l

(Cont.)

i ARTICLE TITLE PAGE 40 Stop Work Order.............................................

21 41 Publ i ca tion and Pu bl i ci ty...................................

22 42 Di ssemination of Contract Info rmation.,.....................

22 43 W o rk fo r O t h e rs.............................................

23 44 Disputes......................

U tilisation of Women-Owned Busin.....do.... l.., (Ov..., $10,,000);;;

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45 ess ncerns er 46 Utilization of Small Business Concerns and Small Business Concerns Owned and Controlled By Socially &nd Economically Di s advan taged Indi vi dual s........................................ 25 l

l l

l J

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(Supply Contract)

1. DnutTross without limitation raw materials, components, intermediate As used throughout this contract, the following terms shall assemblies, and end proNets) shall be subject to inspection and has e the meaning set forth below:

test by the Government, to the extent practicable at all times and ta) The te-m " head of the agency" or " Secretary" as used places including the period of manufacture, and in any event prior hereis means the Secretary, the Under Secretary, any to acceptance.

Assbtant Secretary, or any other head or assistant head (b) In case any supplies or lots of supplies are defective in of the executive or military department or other Federal material or workmanship or otherwise not in conformity with the agency; and the term "his duly authorized representative" requirements of this contract, the Government shall have the meens any person or persons or board (other than the right either to reject them (with or without instructions as to Contracting Omcer) authorized to act for the head of the their disposition) or to require their correction. Supplies or lots agency or the Secretary.

of supplies which have been rejected or required to be corrected (b) The term " Contracting Omeer" means the person executing shall be removed or,if peimitted or required by the Contracting this contract on behalf of the Goverr.nent, and any other Officer, entreeted in placa by and at the expense of the Contractor otheer or civilian empl3yee who is a properly designated promptly after notice, and shall not thereafter be tendered for Contracting Omcer; and the term incades, except as other-acceptance unless the former rejection or requirement of correc-wise provided in this contract, the authorized representa-tion is disclosed. If the Contractor fails promptly to remove such tive of a Contracting Oscer asting within the limits of his supplies or lots of supplies which are required to be removed, or authority.

promptly to replace or correct such supplies or lets of supplies.

(c) Except as otherwise provided in this contract, the term the Government either (i) may by contract or otherwise replace

" subcontracts" includes purchase orders under this or correct such supplies and charge to the Contractor the cost contract.

occasioned the Government thereby, or (ii) may terminate th%

contract for default as provided in the clause of this enn'/act 1 U" entitled " Default." Unless the Contractor corrects or replaces The Contracting Omcer may at any time, by a written order.

such supplies within the delivery schedule, the Contracting Omcer and without notice to the sureties, make changes, within the gen-may require the delivery of such supplies at a reduction in price eral wope of this contract,in any one or more of the following:

which is equitable under the circumstances. Failure to agree to (i) Drawings, designs. or specincations, where the supplies to be such reduction of price shall be a dispute concerning a question furnished are to be specially manufactured for the Government of fact within the meaning of the clause of this contract entitled in acenrdsnee therewith; (ii) method of shipment or packing;

" Disputes."

and (iii) place of delivery. If any such change causes an increase (c) If any inspection or test is made by the Government on the or deercase in the cost of, or the time required for, the perform-premises of the Contractor or a subcontractor, the Contractor ance of any part of the work unde, %s contract.whether changed without additional charge shall previde all reasonable facilities or not changed by any such order, an equitable adjustment shall and assistance for the safety and ccitvenience of the Government i

be made in the contract price or delivery schedule, or both, and inspectors in the performance of their ' duties. If Government the contract shall be modified in writing accordingly. Any datm by inspection or test is made at a point uther than the premises of the Contractor for adjustment under this clause must be asserted the Contractor or a subcontractor, it shall be at the expense of withm ) days from the date of receipt by the Contractor of the the Government cxcept as otherwise provided in this contract:

notinea son af change: Provided however, That the Contracting PmW h in a of $h W Gem M w k Omcer, if ac decides that the facts justify such action, may m liable for any reduction in value of samples used in connection ceive m.4 act upon any such claim asserted at any time prior t with such inspection or test. All inspections and tests by the f% payment under this contract. Where the cost of property Government shall be performed in such a manner as not to un<iuly made obsolete or excess as a result of a change is meluded in the delay the work. The Government reserves the right to charge to

&ntractor's claim for adjustment, the Contractmg Omcer shall the Contractor any additional cost of Government inspection and have the right to prescribe the manner of disposition of such test when supplies are not ready at the time such insbetion and property. Failure to agree to any adjustment shall be a dispute test is requested by the Contractor or when reinspection or retest conceming a question of fact within the meaning of the clause of is necessitated by prior rejection. Acceptance or rejection of the th:s enrtract entitled " Disputes." However, nothmg in this clause supplies shall be made as promptly as practicable after iclivery, shall excuse the Contractor from proceeding with the contract as except as otherwise provided in this contract; but failure to inspect and accept or reject supplies shall neither relieve tha aEm Contractor from responsibility for such supplies as are not in 1:xcept as other vise provided in this contract, no payment for extras hall be made unless such extras and the price therefor (d) The inspection and test by the Government of any supplies Faw been authorized in writing by the Contractmg Omcer.

or lots thereof does not relieve the Contractor from any responsi.

t V sitistroN IN Qt:A NTITY bility regarding defec. s or other failures to meet the contract L n,riatmn in the quantity of any item called for by this con.

requirements which nay be discovered prior to acceptarm.

inct mit be accepted unless such variation has been ' caused by Except as otherwise provided in this contract. acceptance e wil run+tmns of loading, shipping, or packing, or allowances in be conclusive except as regards latent defects, fraud, or such manufacturing processes. and then only to the extent, if any, gross mistakes as amount to fraud.

<pec*.cd elsewbere in this contract.

(e) The Contractor shall provide and maintain an inspectmn system acceptable to the Government covering the suppli s

3. Lu rrcTroN hereunder. Records of all inspection work by the Contractor (a) All supplies (which term throughout this clause includes shall be kept complete and available to the Government during STAND ARD FORM 32 (Rev. 4 79*

3 Pmscntled by GSA. FPR (4t CFm 1 16.40t 32-toe i

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h hu tce performaner of this contract and tu.

uch brger peried as surety fails to fu.sh reports as to hm financia! :en."tien from time to time as requested by the Government, the Contractor sha!!

may be specdini ele here ;n this contract.

promptly furnish auch additional security as may be required from time to ti.ne to protect the interests of the Government and Except an otherwm prmded in this centract. (i) the Con-of persons supplying labor a mater:als in the prosecution of the tractor sha!! be respuns.ble for the surpnes cusered by this work contemplated by this contract.

contract until they are delivered at the designated dcCvery point,

10. "1 AMIN ArtoN OF Rtconos av Courtnot.t.I.a CtxtnAI, regardicas of the point of inspection; (ii) after dedvery to the Government at the designated point and prior to acceptance by

a) This clause is applicable if the amount of this contract the Government or rejection and giving notice thereof by the ecceds $10,000 ed was entered into by meane of negotiation, Government, the Government shall be responsible for the loss or including small business restricted advertising, bit is not appli-destruction of or damage to the supplies only if such loss, cable if this contract was entered into by means of formal destruction, or damage results from the t% igencs of c0! cars, advertizing.

I acents, or employees of the Government acting within the scope (b) The Contractor agrees that the Comptroller General of the of their employme tt; and (iii) th. Contractor shall bear all risks United States or any of his duly authorized representatives shall, am to rejected supplies after notice of rejection, except that the until the expiration of 3 years after final payment under this Government sha'l be responsible fer.he loss, or destruction of, or contract or such lesser time speci6ed in either Appendix M of the damage to the seplies only if such noss, destruction or damage Armed Services Procurement Regulation or the Federal Procure-results from the gross negligence of ofdurs, agents, or employees ment Regulations Part 1-20, as appropriate, have access to and of the Government acting within the scop-f their employment.

the right to examine any directly pertinent books, documents, papers, and records of the Contractor involving transactions re.

7. PAyMrns lated to this contract.

The Contractor shall be paid, upon the subm.tssion of proper (c) The Contractor further agrees to include in all his sub-inv.oicca or vouchers, the prices stipulated herein for supplies e ntracts hereunder a provision to the effect tnat the subcontrac-delivered and accepted or services rendered and accepted, less t r agrees that the Comptroller General of the United States or dalursions, if any, as herein provided. Unless otherwise specided, any f his duly authorized representatives shall, until the expira-payment will be made on partial deliveries accepted by the Gov-ti n of 3 years after Anal payment under the subcontract or such ernment when the amount due on such deliver:es so warrants; lesser time epecified in either Appendix M of the Armed Services or, when requested by the Contractor, payment for accepted par-Procurement Regulation or the Federal Procurement Regulations tial deliveries shall be made whenever such payment would equal Part 1 20, as appropriate, have access to and the right to examine 7

or execed either $1,000 or 50 percent of the total amount of this any directly pertinent books, documents, papers, and records of contract.

such subcontractor, involving transactio.s related to the sub.

contract. The term "subcontraet" as used in this clause excludes ft. AsstGNMr37 or Ct.AtMS (a) Pursuant to the provisions of the Assirnment of Claims (1) purchase orders not exceeding $10.000 and (2) subcontracts Act of 1940, as amended (31 U.S.C. 203, 41 U.S.C.15), if this or purchase orders for public utility services at rates established for uniform applicability to the general publie.

contract provides for payments aggrerating $1,000 or more, claims for moneys due or to become due the Contractor from the (d) The periods of access and examination described in (b)

Government under this contract may be assigned to a bank, trust and (c), above, for records which relate to (1) ap eals under company, or othea Sancing institution, including any Federal the " Disputes" clause of this contract. (2) litigation or the lending agency, and a v thereafter be further assigned and settlement of claims arising out of the performance of this con.

reassigned to any such inditution. Any such assignment or re-tract, or (3) costs and expenses of this contract as to which ex-auienment shall cover all amounts payable under this contract ception has been taken by the Comptroller General or any cf his and not already paid. and shall not be made to more than one duly authorized representatives. shall eontinue until such appeals, party. cxcept that any such assignment or reassismment may be litigation, claims, or exceptions have been disposed of.

made to one party as agent or trustee for two or more parties

11. DETAt:1.T participatmg in such financing. Unless otherwise provided in (a) The Government may, subject to the provisions of para-this contract, payments to an assignee of any moneys due or to tecome due under this contract shall not, to the extent provided graph (c) below, by written notice of default to the contractor, terminate the whole or any part of this contract in any one cf in said Act. as amended, be subject to reduction oroetoff. (The the following circumstames:

preceding sentence applies only if this contract is made in time of (1) If the Contractor fails to make delivery of the supplies or war or national emergency as defined in said Act and is with the to perform the services within the time specified herein or any lupartment of Defense, the General Services Administration,the extension thereof: or I'nerey Rc*earch and Development Administration. the National fii) If the Contractor fails to perform any of the other pro-Aeronauties and Space Administration, the l'ederal Aviation visions of this contract, or so fails to make progress as to Administration, or any other department or agency of the United endanger performance of this contrnet in ac-ordance with its 8 tate < ofcsignated by the President pursuant to C!ause 4 of the terms, and in either of these twa circum =tanecs does not care proviso of section 1 of the Assignment of Claims Act of 1940, as such failure within a period of 11 Ays (er such lonree period amended by the Act nf May 15,1951,65 Stat. 41.)

as the Contracting Omcer may author:ze in writing) after (b) In nn event shall copies of this contract ne of any plans, receipt of notlee from the Contracting Omcer specifying such smcifications, or other similar documents relating to work under fah t his contract, if marked " Top Secret,"" Secret." or " Confident!al."

(b) in the event the Government terminates this enntract in le fnrnished to any assignee of any efaim arising under this whole or in part as prnvided in parseraph (a) of this clause, the contract or tn any other person not entitled to rece ve the same.

Government may procure, upon such terms and in such manner flow ever, a copy of any part or all of this contract so marked may as the Contracting Omcer may deem apprnnriate. supplie= nr be furnished. or any information certained therein may be dis,

=ervices.similar to those so terminated. and the contrnetnr sh til closed, to much asWene, upon the prior written authorization of be liable to the Government for any encu cents for such simdar the Contrneting OrEcer,

=upplies or services: Provided That the Contrneter shnll continue

9. AvoirmNAI. Bost> Sect ntTY the performance of this contract to the extent not terminated If any surety upon any bond furnished in connection with this under the provisions of this clause.

contract becomes unacceptabir to the Government or if any such (c) Execpt with respect to default

• of <ubcontractors, the STANDARO FORM 32 mev a-FM 2

0 9

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g fihM, b & M C,mtractor shall not te liable for any excess costs if the failure to ing Omcer, who shall reduce his decision to writing and mail er perform the contract arises out of causes beyond the control and otherwise furnish a copy thereof to the Contractnr. The decision Nasive unless, mthout the fault or ni chgence of the Contractor. Such causes of the Contrting Omce'shall be final and may include, but are not restricted to, acts of God or of the public within 30 days from the date of receipt o'

,the Con.

tractor mails or otherwise furnishes to ig Omcer emy, acts of the Government in either its sovereign or con.

tractual capacity, firm, Aoods, epidemics. quarantine restrict 4ons, a written appeal addressed to the See

.s on of the straes, freight embargoes, and unusually severe weather; but Secretary or his duly authorized r Y'

.c the determs.

in every case the failure to perform raust be beyond the control nation of such appeals shall b- [st

.ausive unles< de-und othout the fault or negligence of the Contractor. If the termined by a court of co' etion to have been fadure to perform is caused by the default of a subcontractor, fraudulent, or capricious.

Y so grossly erroneous t

sported by substantial and if such default armes out of causes beyond the control of both as necessanly to imply

• g

,a the Contractor and subcontractor, and without the fault or evidence. In connecC 4 peal proceeding under this afforded an opportunity to be negligence of either of them, the Contractor shall not be liabla clause, the Cont'

.a support of its appeal. Pending O

b-ard and to ht for any execss costs for failure to perform, unless the supplies ar *crvices to be furni>hed by the subcontractor were obtainable final decisio-c,6

.reunde, the Contractor shall proceed from other sources in sumerent time to permit the Contractor to diligent!"

t

.mance of the contract and in accordance

([

Acer's decision.

with t' meet the required delivery schedule.

(d) If this contract is terminated as provided in paragraph (1

.es" clause does not preclude consideration of (a) of this clause. the Government,in addition to any other rights law

. connection with decisions provided for in para-provided in this clause, may require the Contractor to transfer graph sve: Provided. That nothing in this contract shall be title and deliver to the Government in the manner and to the construeu as making fLnal the decision of any administrative extent directed by the Contracting Omeer. (i) any completed omeial, representative, or board on a question of law.

supplies, and (ii) such partially completed supplies and materials,

13. NOTICE AND ASSIsTANcz FeruantNo PATENT AND parts, tools, dies, jigs, fixtures, plans, drawings, information, Corvarcut INrazNctutNT and contrset rights (hereinafter enlled " manufacturing ma.

terials') as the Contractor has specideally produced or spe.

The provisions of this clause shall be applicable only if the amount of this contract exceeds $10,000.

cif!cally acquired for the performance of such part of this contract The Contractor shall report to the Contracting Omeer, (a) 24 has been terminated; and the Contractor shall, upon direction promptly and in reasonable written detail, each notice or claim of the Contracting Omcer, protect and preserve property in possession of the Contractor in which the Government has an of patent or copyrightsninngement based on the performance of this contract if which the Contractor has knowledge.

interest. Payrnent for completed supplies delivered to and ac.

(b) In the sent of any claim or suit against the Government cepted by the Government shall be at the contract price. Payment on account of any alleged patent o copyright infringement for manufacturing materials delivered to and accepted by the Government and for the protection and preservation of property arising out of the performance of this contract or out of the use shall be in an amount agreed upon by the Contractor and Con.

of any supplies furnished or work or services performed here-tractine Odcer: failure to arree to such amount shall be a dispute under, the Contractor shall furnish to the Government, when concerning a question of fact within the meaning of the clause of requested by the Contracting Omcer, all evidence and information this centrast entitled " Disputes." The Government may withhold in possession of the Contractor pertaining to such suit or claim.

Such evidence and information shall be furnished at the expense from amount > atherwise due the Contractor for such completed of the Government except where the Contractor has agreed to l

supplies or manufacturing materials such sum as the Contracting Omcer determines to be necessary to protect the Government indemnify the Government.

against loss because of outstanding liens or claims of former tien

14. Btnr AMancAN Act l

holders.

(a) In acquiring end products, the Buy American Act (41 U.S.

(e) If, after notice of termination of this contract under the Code 10 awl) provides that the Government give preference to provisions of this clause,it is determined for any reason that the domestic source end products. For the purpose of this clause:

Contractor was not in default under the provisions of this clause, (1) " Components" means those articles, materials, and sup-or that the default was excusable under the provisions of this plies, which are directly incorporated in the end products; cIsuse, the rights and obligations of the parties shall, if the con-(ii) "End products

• means those articles, materials, and.

tract contains a clause providing for termination for convenienee of the Government, be the same as if the notice of termination supplies, which are to be acquired under this contract for public use; and had been issued pursuant to such clause. If, after notice of termi.

(iii) A " domestic source end product" means ( A) an un-nation of this contract under the provisions of this clause, it is manufactured end product which has been mined or produced determineo for any reason that the Contractor was not in default in the United States and (B) an end product manufactured in under the provisions of this clause, and if this contract does not the United States if the cost of the components thereof which contain a clause providing for termination for convenience of the are mined, produced, or manuf actured in the United States ex-Government, the contract shall be equitably adjusted to compen.

eeeds 50 percent of the cost of all its components. For the sate foe such termmation and the contract modifial accordingly; purposes of this (a)(iii)(B), components of foreign orwin of faduro to aerce to any such adjustment shall be a dispute con.

the same type or kind as the products referred to in (h)(ii) or cernine a quntion of fact within the meaning of the clause of this (iii) of this clause shall be treated as components mined, pro-contract entitled " Disputes."

(f) The rights and remedies of the Government pfovided in this duced, or manufactured in the United States.

(b) The Contractor agrece that there will N %)ivered under claue = hall not be exclusive and are in addition to any other this contract only domestic source end r m.

except end rieFts and remedies provided by law or under this contract.

(g) As used in parseraph (c) cf this clause, tite terms "sub-products:

(i) Which are for use outside the United States; contractor

• and " subcontractors" mean subcontractor (s) at (ii), Which the Government determines are not mined. pro-any ticr.

duced, er manufactured in the United States in sumeient and reasonably available commercial quantities and of a satisfactory i

gd* 14 11 Disrms

, any dispute cuality; (a) Except as othes cerxe~ ng a -

gee utract which (iii) As to which the Secretary determines the ilomede

...oed by the Contract-preference to be inconsistent with the pubHe interest; or Egeded i s no' "

f CM 3

STANDARD FOW 32 f#ew 4 fM l

l i

m

' O + [.,jlD' NiMSy (iv) As to which the Secretary determines the cost to the interpretations of the Seentary of Labor which are now or may Government to be unreasonable.

heraatter be in effect.

(The foregoing requirements are administered in accordance with Executive Unier No.10582, dated December 17,1954.)

18. E@'AL OrroervMITY

' i' i'

empt under the rules, regulations, 'and relevant orders of the

15. Coxvrc71.ABoa In connection with the performance of work under this contrack Secretary of Labor (41 CFR, ch. 60).)

the Contractor agrees not to employ any person undergoing sen.

During the performance of this contract, the Contractor agrees tence of imprisonment at hard labor except as provided by Public as follows:

1.aw 80-176, September 10,1965 (18 U.S.C. 4CS2(c)(2)) and (a) The Contractor will not discriminate against any employee Executive Order 11755, December 29,1973.

or applicant for employment because of race, color, religion, sex,

18. CoNTRACf Woat Horas AND SAPTrY STANDAaDe Act-or national origin. The Contractor will take amtmative action to Overrswa CouruxaATION Snfurt that applicanta are imployed, and that employees are Ma e ng emf 4 ment, without ngard to then race, color, This contract, to the extent that it is of a chsracter speci8ed in the Contract Work Hours and Safety Standarus Act (40 U.S.C.

"U 327-333), is subject to the following provisions and - " other

"" '#3

'"II "I

cpplicable provisions and exceptions of such Act and tne regula-termination; rates of pay or other forms of compensation; and tions of the Secretary of Labor thereunder.

selection for training, including apprenticeWp. The Contractor (a) Overtime requirements. No Contractor or subcontractor agrees to post in conspicuous places, availal e to employees and contracting for any part of the contract work which may require applicants for employment, notices to be pa rided by the Con-tr involve the employment of laborers, u=*=

apprentices, tracting Oscer setting forth the provisions oi.his Equal Oppor-trainees, watchmen, and guards shall require or permit anY tunity clause.

I:borer, mechanic, apprentice, trainee, watchman, or guard in (b) The Contractor will, in all solicitations or advertisements c y werkweek in which he !s employed on such work to work in for employees placed by or on behalf of the Contractor, state excess of eight hours in any calendar day or in excess of forty that all qualifted applicants will receive consideration for em-hours in such workweek on work subject to the provisions of the ployment without regard to race, color, religion, sex, or national Contract Work Hours and Safety Standards Act unless such origin.

Itborer, mechanic, apprentice, tzsinee, watchman, or guard re-(c) The Contractor will send to each labor union or representa.

ceives compensation at a rate not less than one and one-half times tive of workers with which he has a collective bargaining agree-his basic rate of pay for all such hours worked in excess of eight ment or other contract or understanding, a notice, to be provided hours in any calendar day or in excess of forty hours in such by the agency Contracting Omcer, advising the labor union or workweek, whichever is the greater number of overtime hours.

workers' representative of the Contractor's commitments under (b) Violation; liability for unpaid wages; liquidated damages.

this Equal Opportunity clause, and shall post copies of the notice In the event of any violation of the provisions of paragraph (a),

in conspicuous places available to employees and applicants for the Contractor and any subcontractor responsible therefor shall employment.

be liable to any affected employee for his unpaid wages. In addi-(d) The Contractor will comply witn sll provisions of Execu-tion, such Contractor and subcontractor shall be liable to the tive Order No.11246 of September 24, 1965, as amended by United States for liquidated damages. Such liquidated damages Executive Order No.11373 of October 13,1967, and of the rules, shall be computed with respect to each individual laborer.

regulations, and relevant orders of the Secretary of Labor.

mechanic, apprentice, trainee, watchman, or guard employed in (e) The Contractor will furnish all information and reports violation of the provisions of parrgraph (a) in the sum of $10 required by Executive Order No.11246 of September 24, 1965, f4r each calendar day on which such employee was required or as amended by Executive Order No.11375 of October 13.1967, permitted to be employed on such work in excess of eight hours and by the rules, regulations, and orders of the Secretary of r in excess of his standard werkweek of forty hours without pay-Labor, or pursuant thereto, and will permit access to his books,

..se.t of the overtime wages required by paragraph (a).

records, and accounts by the contracting agency and the Secretary (c) Withholding for unpaid wages and liquidated damages. The of Labor for purposes of investigation to ascertain compliance Centracting Omcer may withhold from the Government Prime with such rules, regulattens, and orders.

Contractor, from any moneys payable on account of work per-(f) In the event of the Contractor's noncompliance with the firmed by the Contractor or subcontractor, such sums as may Equal Opportunity clause of this contract or with any of the tdministratively be determined to be necessary to satisfy any said rules, regulations. or orders, this contract may be canceled, li-bilit:es of such Contractor or subcontractor for unpaid wages terminated. or suspended, in whole or in part, and the Contractor and liquidated damages as provided in the provisions of psra-may be declared ineligible for further Government contracts in graph (b).

accordance with procedures authorized in Executive Order No.

l (d) Subcontracts. The Contractor shall insert paragraphs (a) 11216 of September 24,1965, as amended by Executive Order No.

l through (d) of this clause in all subcontracts, and shall require 11375 of October 13, 1967, and such other manetions may be im-their inclusion in all subcontracts of any tie?.

posed and remedies invoked as provided in Executive Order No.

(e) Records. The Contractor shall maintain payroll records 11246 of September 24,1963, as amended by Executive Order No.

containing the information specified in 29 CFR 516.2(a), Such 11373 of October 13,1967, or by rule, regulation, or order of the records shall be preserved for three years from the completion Secretary of Labor. or as otherwise provided by law.

of the contract.

(g) The Contractor will include the provisions of paragraphs (a) through (g) in every subcontract or purchase order unless

17. WAt.sn.Hr.AtEY Pl*Dt.!C CONTRACTS Act exempted by rules, regulations, or orders of the Secretary of l

If this contract is for the manufseture or' furnishing of Labor issued pursuant to section 204 of Executive Order No.

materials, supplies, articles, or equipment in an amount which 11246 of September 24,1965, as amended by Executive Order No.

cxceeds or may exceed $10,000 and is otherwise subject to the 11375 of October 13,1967, so thst such provisions will be binding Walsh-Healey Public Contracts Act, as amended (41 U.S. Code upon each subcontractor or vendor. The Contractor will take such 35-43), there are hereby incorporated by reference all represen-action with respect to any subcontract or purchase order as the tztions and stipulations required by said Act and regulations contracting agency may direct as a means of enforcing such issued thereunder by the Secratery of Labor, suen representa-provisions, including sanctions for noncompliance: Pms tded.

l tions and stipulations being subject to all applicable rulings and however, That in the event the Contractor becomes involved in.

1 t

sTANDAAD FORM 32 (Rev 445) 4 4

1 e

s nr n, threatened with, litigation with a subcontractor or vendor small business concerns; (2) other certined-eligible concerns with as a result of such direction by the contractinst agency, the Con-a nrst preference; (3) certified-eligible concerns with a accond tractor mav request the United States to enter into such litigatt'en preference which are aho small business concerns; (4) other to protect the interests of the United States, certified-eligible concerns with a second preference; (5) pe r-sistent or substantial labor surplus area concerns which are also

19. OrricrALS NOT To BENErtT small business concerns; (6) other persistent or substantiallabor No member of or deleeste to Congress, or resident Commis-surplus area concerns; and (7) small business concerns which sioner, shall be admitted to any share or part of this contract, or are not labor surplus area concerns.

to any benefit that may arise therefrom; but this provision shall

23. UTtuzAf!ON Or MINORITY BLISINEss ENTERrnisES not be construed to extend to this contract if made with a corpo.

ration for its general benefit.

(a) It is the policy of the Government that minority business enterpnses shall have the maximum practicable opportunity to

20. COVENANT ACA1NST CONTINGENT Fess participate in the performance of Government contracts.

The Contractor warrants that no person or selling agency has (b) The Contractor agrees to use his best efforts to carry out baan employed or retained to solicit or secure this contract upon this policy in the award of his sabcontracts to the fullest extent an a reement or understanding for a commission, percentage, consistent with the efEcient performance of this contract. As brokerage, or contingent fee, excepting bona Ade employees or used ie this contract, the *#rm " minority business enterprise" bona fide established commercial or zelling agencies maintained means a business, at leaat 50 percent of which is owned by by the Contractor for the purpose of secunng business. For minority group members or,in case of publicly-owned businesses, breach or violation of this warranty the Government shall have at least 51 percent of tne stock of which is owned by minority the right to annul this contract without liability or in its discre-group members. For the purposes of this definition, minanty tion to deduct from the contract price or consideration, or other-group members are Negroes, Spanish-speaking Amenean persons, wi<e recover, the full v.:ount of such commissio i. percentage, American-Oriertals. American-Indians, American-Eskimes, and br4crace. or contincer2 fee.

Amenean Aleuts. Contractors may rely on written representa-tions by subcontractors regarding their status as minority busi.

21. UTit.!z sTION or SM At.r. bus NESS CONCERNS ness enterpnses in lieu of an independent investigation.

4 ai lt is the policy of the Government as declared by the Con.

eress that a fair proportion of the purchases and contracts for 2L PRtetNo or ADJUSTStENTS aunplies and services for the Government be placed with small When costs are a factor in any determination of a contract busne=s enneerns.

price adjustment pursuant to the Chances cisuse or any other 4 b) TFe Contractor arrees to accomplish the maximum amount provision of this contract such costs shall be in accordance with of subeentracting to small business concerns that the Contractor the contract cost principles and procedures in Part 1-15 of the

$nds to be cons' stent with the e5cient performance of this Federal Procurement Regulation a (41 CFR I-15) or Section XV cont ract.

of the Armed Services Procurement Regulation, as applicable, Which are in ei ect on the date of this contract.

22. UT:uz vrroN or LABOR St. rLUS AREA CONCERNS

25. PAU!ENT 0r INTEREST ON CONTRACTORS' CLAthtS (a) It is the policy of the Government *o award contracts to labnr surplus area concerns that (1) have been certified by the (a) If an appealis filed by the Contractor from a Anal decision Secretarv of Labor (hereafter referred to as certified-eligible of the Contracting OfBeer under the Disputes clause of this con-enneerns with first or second preferences) regarding the employ-tract. denying a claim arising under the contract, simple interest ment of a proportionate number of disadvantaged individuals and on the amount of the claim finally determined owed by the Govern-have arreed to perform substantially (i) in or near sections of ment shall be payable to the Contractor. Such interest shall be at concentrated unemployment or underemployment or in persistent the rate determined by the Secretary of the Treasury pursuant to or substantial labor surplus areas or (ii) in other areas of the Public Law 92-41,85 Stat. 97, from the date the Contractor fur-United States, rerpectively, or (2) are noncertified concerns nishes to the Contracting Offleer his written appeal under the l

which have agreed to perform substantially in persistent or sub-Disputes clause of this contract, to the date of (1) a final Judg-stantial labor surplus areas, where this can be done consistent ment by a court of competent jurisdiction, or (2) mailing to the with the eta ient performance of the contract and at prices no Contractor of a supplemental agreement for execution either con-c hicher than are obtainable elsewhere. The Contractor agrees to firmmg completed negotiations between the parties or carrying use his best e forts to place his subcontracts in accordance with nut a decision of a board of contract appeals.

(b) Notwithstanding (a), above (1) interest shall be applied thi= policy.

M in complyme with pararraph (a) of this clause and with only from the date payment was due, if such date is later than parwranh th) of the riause of this contract entitled "l*tilization the filing of appeal, and (2) interest shall not he paid for any nr Small Ruuress Concerns" the Contractor in placing his sub-period ? time that the Contracting Of'icer determines the Con-centracts shall observe the following order of preference: (1) tracte r has unduly delayed in pursuing his rer edies before a CerNied+1igible concerns with a first preference which are also boarc of contract appeals or a court of campetent junsdiction.

5 SrANoARD FoW 32 (Rev. 4-W

. e,

,,, i-,

~,

FPR CHANGES AND NRC ADDITIONS TO STANDARD FORM 32 (1-16.101(c))

GENERAL PROVI'"~

(SUPPLY CONTRACT)

.;a e 1976)

ADDITIONS CONSIST OF ARTICLES THROUGH 26.

ALTERATIONS The following alterations to the provisions of standard Form 32, General Provisions, of this contract were made prior to execution of the contract by the parties:

1.

DEFINITIONS The following paragraph'(d) is added to this clause:

a.

"(d) The term " Commission" or "NRC" means the United States Nuclear Regulatory Commission or any duly authorized representative thereof, including the Contracting Officer except for the purpose of deciding an appeal under the Article " Disputes."

27.

LISTING OF EMPLOYMENT OPENINGS (FPR Temp. Reg. 39)

(Applicable to Contracts Involving $10,000 or More)

DISABLED

• VETERANS AND VETERANS OF THE VIETNAM ERA a.

The contractor will not discriminate against any employee or applicant for employment because he or she is a disabled veteran or veteran of the Vietnam era in regard to any position for which the employee or applicant for er.ployment is qualified. The contract.or agrees to take affirmative action to employ, advance in employment,,and otherwise treat qualified disabled veterans rnd veterans for the Vietnam etc without discrimination based upon their disc bility or veterans status in all employment practices such as the following: employment upgrading, demotion or transfer, recruitment, adver-tising, la off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

l b.

The contractor agrees that all suitable employment openings of the contractor which exist at the time of the execution of this contract and those which occur during the performance of this contract, including those not generated by this contract and including those occurring at an establishment of the contractor other than the one wherein the contract is being performed but excluding those of independently operated corporate affiliates, shall be listed at an appropriate local office of the State employment service system wherein the opening occurs. The contractor further agrees to provide such reports to such local office regarding employment openings and hires as may be required.

State and local government agencies holding Feieral contracts of $10,000 or more shall also list all their suitable openings with the appropriate office of the State employment service, but are not reguired to provide tnose reports set forth in paragraphs (d) and (e).

6-8 E

e n

-,,,a

\\

Listing of employment openings with the employment service system pursuant to c.

this clause shall be =ade at least concurrently with the use of any other recruitment source or effort and shall involve the normal obligations which attach to the placing of a bona fide job order, including the acceptance of referrals of veterans and nonveterans. The listing of employment openings does not require the hiring of any particular job applicant or from any

~

particular group of job applicants, and nothing herein is intended to relieve the contractor from any requirements in Executive orders or regulations regard-ing nondiscrbination in employment.

d.

The reports required by paragraph (b) of this clause shall include, but not be li=ited to, periodic reports which shall be filed at least quarterly with the appropriate local office or, where the contractor has more thn one hiring location in a State, with the central office of that State employment service.

Such reports shall indicate for each hiring location (1) the number of indivi-duals hired during the reporting period, (2) the numbn of nondisabled veterans of the Vietna era hired, (3) the number of disabled veterans of the Vietnam era hired, and (4) the total number of disabled veterans hired. The reports should include covered veterans hired for on-the-job training under 38 U.S.C. 1787.

The contractor shall submit a report within 30 days af ter the end of each reporting period wherein any performance is made on this contract identifying data for each hiring location. The contractor shall maintain at each hiring location copies af the reports submitted until the expiration of one year af ter final pay =ent urder the contract, during which time these reports and related docu=entation s' tall be made available, upon request, for - 4"ation by any authorized rertesentatives of the contracting officer or of the Secretary of Labor. Doewentation would include personnel records respecting job openings, recruit ent, and placement.

e.

Wenever the contractor becomes contractually bound to the listing provisions of this clause, it shall advise the employment service system in each State-where it has establishments of the name and location of each hiring location j

in the State. As long as the contractor is contractually bound to these provisions and has so advised the State system, there is no need to advise the State system of subsequent contracts. The contractor may advise the State syste= when it is no longer bound by this contract clause.

f.

This clause does not apply to the listing of employment openings which occur and are filled outside the 50 States, the District of Columbia, Puerto Rico, Guam, and the Virgin Islands.

g.

The provisions of paragraphs (b), (c), (d), and (e) of this clause do not apply to openings which the contractor proposes to fill frem within his own organization or to fill pursuant to a customary and traditional e=ployer-union hiring arrange =ent.

This exclusion does not apply to a particular opening once an e=ployer decides to consider applicants outside of his own organization or employer-union arrangement for that opening.

-7_

l h.

As used in this clause:

(1) "All suitable employment openings" includes, but is not limited to, openings which occur in the fo'.. lowing job categories: production and non-production; plant and office; laborers.and mechanics; supervisory and nonsupervisory; technical; and executive, administrative, and pro-feasional openings that are compensated on a salary basis of less than

$25,000 per year. This term includes full-time employment, temporary employment of more then 3 days' duration, and part-time employment. It does not include openings which the contractor proposes to fill from within his own organization or-to fill pursuant to a customary and traditional employer-union hiring arrangement nor openings in an educa-tional institution which are restricted to students of that institution.

Under the most compelling circumstances an employment opening may not be esitable for listing, including such situations where the needs of the Government cannot reasonably be otherwise supplied, where listing would be contrary to national security, or where the requirement of listing would otherwise not be for the best interest of the Government.

(2) " Appropriate office of the State employment service system" means the local office of the Federal / State national system of public employment offices with assigned responsibility for serving the area where the employment opening is to be filled, including the District of Columbia, Guam, Puerto Rico, and the Virgin Islands.

(3) " Openings which the contractor proposes to fill from within his own organization" meano employment openings for which no consideration will be given to persons outside the contractor's organization (including any affiliates, subsidiaries, and the parent companies) and includes

. any. openings which the contractor proposes to fill from regularly established " recall" lists.

(4) " Openings which the contractor proposes to fill pursuant to a customary and traditional employer-union hiring arrangement" means employment openings which the contractor proposes to fill from union halls, which is part of the customary and traditional hiring relationship which exists between the contractor and representatives of his employees.

i.

The contractor agrees to comply with the rules, regulations, and relevant orders of the Secretary of Labor issued persuant to the Act.

j.

In the event of the contractor's noncompliance with the requirements of this clause, actions 'for noncompliance may be taken in accordance with the rules, regulations, and relevant orders of the Secretary of Labor issued pursuant to the Act.

k.

The contractor agrees to post in conspicuous places available to employees and applicants for employment notices in a form to be prescribed by the Director, provided by or through the contracting officer. Such notice shall state the contractor's obligation un_ar the law to take affirmative action to employ x

a h

-h p

r M

E b

and advance in employhent qualified disabled veterans and veterans of the Vietnam era for employuent, and the rights of applicants and employees.

1.

The contractor will notif;r each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding that the contractor is bound by terms of the Vietnam Era Veteran's Readjustment Assistance Act and is committed to take affirmative Action to employ and advance in employment qualified disabled veterans and veterans of the Vietnam era.

The contractor will include the provisions of this clause. in every subcontract m.

or purchase order of $10,000 or uore unless exempted by rules, regulations, or orders of the Secretary issued pursuant to the Act, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the Director of the Office of Federal Contract Compliance Programs may direct to enforce such provisions, including action for noncompliance.

18.

EMPLOYMENT OF THE HMDICAPPED (FPR Temp. Reg. 38) a.

The contractor will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. The contractor agrees to take af firmative action to employ, advance in employment and otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicap in all employment practices such as the following: cmployment, upgrading, demotion. or transfer, re-cruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

b.

The contractor agrees to comply with the rules, regulations, and relevant orders of the Secretary of Labor issued pursuant to the Rehabilitation Act of 1973 as a= ended f

In the event of the Contractor's noncompliance with the requirements of this c.

clause, actions for noncompliance may be taken in accordance with the rules, j

[

regulations and relevant orders of the Secretary of Labor issued pursuant to the Act.

d.

The Contractor agrees to post in conspicuo us places, available to employees and applicants for employment, notices in a form to be prescribed by the Director, of fice of Federal Contract Compliance Programs, Department of Labor provided by or through the Contracting Officer. Such notices shall state the contractor's obligation under the law to take affirmative action to employ and advance in employment qualified handicapped employees and appli-cants for empicycent, and the rights of applicants and employees.

I The Contractor will notify each labor union or representative of workers a.

with which it has a collective bargaining agreement or other contract under-standing that the contractor is bound by the terms of section 503 of the Act, and is committed to take affirmative action to employ and advance in employment ph mically and mentally handicapped individuals.

_9-

f.

The Contractor will include the provisions of this clause in every sub-contract or purchase order of $2,500 or more unless exempted by rules, reg-ulations, or orders of the Secretary of Labor issued pursuant to section 503 of the Act, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will tr.ke such ac ion with respect to any subcon-tract or purchase order as the Director of the Office of Federal Contract Compliance Programs may direct to enforce such provisions, including action.

for noncompliance.

29.

CLEAR ATY AND WATER (1-1.2302)

(Applicable only if 3.he contract exceeds $100,000, or the Contracting Officer has determined that orders under an indefinite quantity contract in any one year will exceed $100,000 or a fucility to be used has been the subject of a conviction under the Clear Air Act (42 U.S.C. 1957c-8(c) (1)) or the Federal Water Pollution Control Act (33 U.S.C. 1319(c)) and is listed by EPA, or the contract is not otherwise exempt.)

a.

The Contractor agrees as follows:

(1) To comply with all the requirements of section 114 of the Clean Air Act, as amended' (42. U.S.C.1857, et seq., as amended by Pub.

L. 91 504) and section 308 of the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq., as amended by Pub. L.95-500), respec-tively, relating to in pection, monitoring, entry,, reports, and information, as well as other requirements specified in section 114 and section 308 of the Air Act and the Water Act, respectively, and all regulations and guidelines issued thereunder before the award of the contract.

(2) That no portion of the work required oy this prima contract will be performed in a facility listed on the Environmental Protection Agency List of Violating Facilities on the date when this contract was awarded unless and until the EPA eliminates the name of such facility or facilities from such listing.

(3) To use his best efforts to comply with clean air standards and clean water star.dards at the facility in which the contract is being performed.

(4) To insert the substance of the provisions of this clause into any nonexemp: subcontract, including this paragraph (a)(4).

b.

The terms used in this clause have the following meanings:

(1) The term " Air-Act" means the Clean Air Act, as amended (42 U.S.C.

1857 et. seq., as amended by Pub. L.91-604).

(2) The term " Water Act" means Federal Water Pollution Control Act, as amended (33 U.S.C. 1251 et. seq., as amended by Pub. L.92-500).

8 O

. ~ -

+-

(3) The term " clean air standards" means any enforceable rules, regulations, guidelines, standards, limitations, orders, controls, prohibitions, or other requirements which are contained in, issued under, or otherwise adopted pursuant to the Air Act or Executive Order 11738, an applicable implementation plan as described in section 110(d) of the Clean Air Act (42 U.S.C.1857c-5(d)), an approved implementation procedure or plan under section lil(c) or section 111(d), respectively, of the Air Act (42 U.S.C. 1857(c) or (d)), or an approved implementation procedure under section ll2(d) of the Air Act (42 U.S.C.1857c-7(d)).

(4) The term " clean water standards" means any enforceable limitation, control, condition, prohibition, standard, or other requirement which is pro-mulgated pursuant to the Water Act or contained in a permit issued to a discharger by the Environmental Protection Agency or by a State unde.

an approved program, as authorized by section 402 of the Water Act 33 U.S.C.1342), or by local government to ensure compliance with pret reat-ment regulations as required by section 307 of the Water Act (33 U.S.C.

1317).

(5) The term " compliance" means compliance with clean air or water standards Compliance shall also mean compliance with a schedule or plan ordered or anproved by a court of competent jurisdiction, the Environmental Protection Agency or an air or water pollution control agency in accor-dance with the requirements of the Air Act or Water Act and regulations issued pursuant thereto.

(6) The term " facility" means any building, plant, installation, structure, mine, vessel.or other floating craf t, location, or site of operations owned, leased, or supervised by a contractor or subcontrrctor, to be utilized in the performance of a contract or subcontiac'. Where a location or site of operations contains or includes more than one -

building, plant, installation, or structure, the entire location or site shall be deemed to be a facility except where the Director, Office of Federal Activities, Environmental Protection Agency, determines that independent facilities are collocated in on6 geographical area.

FEDERAL, STATE, AND LOCAL TAXES (1-ll.401-1(c))

(a) Except as may be otherwise provided in this contract, the contract price includes all applicable Federal, State, and local taxes and duties.

(b) Nevertheless, with respect to any Federal excise tax or duty cn the trans-actions or property covered by this contract, if a statute, court decision, writran ruling, or regulation takes effect after the contract date, and--

1.

Results in the Contractor being required to pay or bear the burden of any such Federal excise tax or duty or increase in the rate thereof which would not otherwise have been payable en such transactions or property, the contract price shall be increased by the amount of such tax or duty ot rate increase: Provided, that the Contractor if requested i

i !

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.....,_,-,,-.-.----w.--m.,,,.r..

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v by the Contracting Officer, warrants in writing that no amount for such newly imposed Federal excise tax or duty or rate incrasse was included in the contract price as a contingency reserve or otherwise; or (2) Results in the Contractor not being required to pay or bear the burden l

of, or in his obtaining a refund or drawback of, any such Federal excise tax or duty which would otherwise have been payable on such transactions j

or property or which was the basis of an increase in the contract price, the contract price shall be decreased by the amount of the relief, refund; l

or drawback, or the amount shall be paid to Government, as directed by i

the Contracting Officer. The contract price shall be c2milarly decreased if the Contractor, through his fault or negligence or his failure te l

follow instructions of the Contracting Officer, is required to pay or bear the burden of, or does not obtain a refund or drawback of, any such Federal excise tax or duty.

No adjustment pursuant to paragraph (b) above will be msde under this contract c.

unless the aggregate amount thereof is or may reasonably be expected to be over $100.

d.

As used in paragraph (b) above, the term " contract date" scans the date set

~

l for the bid opening, or if this is a negotiated contract, the date of this contract. As to additional supplies or services procured by modification to i

this contract, the term " contract date" means the date of such nodification.

I Unless there does not exist any reasonable basis to sustain an exemption, the e.

l Government, upon request of the Contractor, without further liability, agrees, l

except as otherwise provided in this contract, to furnish evidence appropriate to establish exemption from any tax which the Contractor warraute !n writing was excluded from the contract price. In addition, the Contracting Officer may furnish evidence to establish exemption from any tax that may, pursuant to this clause, give rise to either an increase or decrease in the ceatract price. Except as otherwise provided in thi. contract, evidenca appropriate to establish exemption from duties will be furnished only at the discretion of the Contracting Officer.

f.

The Contractor shall promptly notify the Contracting Officer of matters which will result in either an increase or decrease in the contract price, and shall take action with respect thereto as directed by the Contracting Officer.

31.

TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (1-8.701)

The performance of work under this contract may be terminated by the Government a.

in accordance with this clause in whole, or from time to time in part, whenever the Contracting Officer shall determine that such termination is in the best interest of the Government. Any such termination shall be effected by delivery to the Contractor of a Notice of Termination specifying the extent to which perforr.,ce of work under the contract is terminated, and the date upon which such r r:dnation becomes effective.

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b.

After receipt of a Notice of Termination, and except as otherwise directed by the Contracting Officer,' the Contractor shall:

(1)

Stop work undet the contract on the date and to the extent specified in the Notice of Termination; (2) Place no further orders or subcontracts for materials, services, or facilities, except as may be necessary for completion of such portion of the work under the contract as is not terminated; (3) Terminate all orders and subcontracts to the extent that they relate to the performance of work re minated by the Notice of Termination; (4) Assign to the Government, in the manner, at the times, and to the extent directed by the Contracting Officer, all of the right, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case the Government shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; (5) Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Contracting Officer, to the extent he may require, which approval or ratification shall be final for all the purposes of this clause; (6) Transfer title to the Government and deliver in the manner, at the times, and to the extent, if any, directed by the Contracting Officer, (i) the fabricated or unfabricated parts, work in process, completed work, supplies, and other =aterial produced as a part of, or acquired in connection with the performance of, the work terminated by the Notice of Termination, and (ii) the completed or partially completed plans, drawings, infcrmation and other property which, if the contract had been completed, would have been required to be furnished to the Government; (7) Use his best efforts to sell, in the manner, at the times, to the extent, and at the price or prices directed or authorized by the Contracting Officer, any property of the types referred to in (6) above: Provided, housver, That the Contractor (1) shall not be required to extend credit

' o any purchaser, and (ii) may acquire any such property under the condi-l

ions prescribed by and at a price or prices approved by the Contracting Officer: And providad further, That the proceeds of iny such transfer or disposition shall be applied in reduction of any payments to be made by the Government to the Contractor under this contract or shall otherwise l

be credited to the price or cost of the work covered by this contract or paid in such other manner as the Contracting Officer may direct; (8) Complete performance of such part of the work as shall not have been terminated by the Notice of Termination; and i L

f s

(9) Take such action as may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this contract which is in the possession of the Contractor and in which the Government has or may acquire an interest.

At any time after expiration of the plant clearance period, as defined in Subpart 1-8.1 of the Federal Procurement Regulations (41 CFR l-8.1), as the definition may be amended from time to time, the Contractor may submit to the Contracting Officer a list, certified as to quantity and quality,'of any or all items of termination inventory not previously dis-posed of, exclusive of items the disposition of which has been directed or autho-ized by the Contracting Officer, and may request the Government to remove such items or enter into a storage agreement covering them.

~

Not later than fifteen (15) days thereafter the lovernment will accept title to suco items and remove them or unter into a storage agreement I

covering the same: Provided, That the list submitted shall be subject to l

verification by the Contracting Officer upon removal of the items or, if the items are stored, within forty-five (45) days from the date of sub-mission of the list, and any necessary adjustment to correct the list as submitted shall be maide prior to final settlement.

Af ter receipt of a Notice of Termination, the Contractor shall submit to the c.

Contracting Officer his termination claim, in the form and with cartification prescribed by the Contracting Officer.

Such claim shall be submitted promptly but in no event later than one year from the effective date of tereination, unless one or more extensions in writing are greated by the Contracting Officer upon request of the Contractor made in writing within such one-year period or authorized extension thereof. However, if the Contracting Officer determines that the facts justify such action, he say receive and act upon any such termination claim at any time after suc'n one-year period or-any extension thereof. Upo'n failure of the Contractor to submit his termination claim within the time allowed, the Contracting Officer may, subject to any review required by t'a contracting agency's procedures in effect as of the date of execution of this contract, determine, on the basis of information available to him, the amount, if any, due to the Contractor by reason of the termination and shall thereupon pay to the Contractor the amount so determined.

I d.

Subject to the provisions of paragraph (c), and subject to any review required by the contracting agency's procedures in effect as of the date of execution of this contract, the Contractor and the Contracting Officer may agree upon the whole or any part of the amount or amounts to be paid to the Contractor by reason of the total or partial termination of work pursuant to this clause, which amount or amounts may include a reasonable allowance for profit on work done: Provided, That such agreed amount or amounts, exclusive of settlement costs, shall not exceed the total contract price as reduced by the amount of payments otherwise mada and as further reduced by the contract price of work not terminated. The contract shall be amended accordingly, and the Contractor shall be paid the agreed amount. Ncching in paragraph (e) of this einuse, prescribing the amount to be paid to the Contractor in the event of failure of the Contractor and the Contracting Officer to agree upon the whole amount to e

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e be paid to the Contractor by reason of the termination of work pursuant to this clause, shall be deemed to limit, restrict, or otherwiae determine or affect the amount or amounts which may be agreed upon to be paid to the Contractor pursuant to this paragraph (d),

e.

In the esent of the failure of the Contractor and the Contracting Officer to agree as provided in paragraph (d) upon the whole amount to be paid to the Contracter by reason of the termin: tion of work pursuant to this clause, the Contracting Officer shall, subject to any review required by the contracting agency's procedures in effect as of the date of execution of this contract, determine, on the basis of information available to him the amount if any due to the Contractor by reason of the termination and shall pay to the Contractor the amounts determined as follows:

(1)

For completed supplies accepted by the Government (or sold or acquired as provided in paragraph (b) (7) above) and not theretofore paid for, a atm equivalent to the aggregate price for such supplies computed in accordance with the price or prices specified in the contract, appropriately adjusted for any saving of freight or other charges; (2) The total of--

(1) The costs incurred in the performance of the work terminated, including initial costs and preparatory expense allocable thereto, but exclusive of any costs attributable to supplies paid or to be paid for unden paragraph (e) (1) hereof; (ii) The cost of settling and paying claims arising out of the termination of work under subcont. acts or orders, as provided in paragraph (b)

(5) sbove, which are properly chargeable to the terminated portion of the contract (exclusive of amounts paid or payable on account of supplies or materials delivered or services furnished by subcontractors or vendors prior to the effective date of the Notice of Termination, which amounts shall be included in the costs payable under (1) above); and (iii) A sum, as profit on (1), above, determined by the contracting officer pursuant to 5 1-8.303 of the Federal Procurement Regulations (41 CFR l-8.303), in effect as of the date of execution of this contract, to be fair and reasonable: Provided, houever, That if it appears that the contractor would have sustained a loss on the entire contract had it been completed, no profit shall be included or allowed under this subdivision (iii) and an appropriate adjustment shall be made reducing the amount of the settlement to reflect the indicated rate l

of loss; and (3) The reasonable costs of settlement, incl tding accounting, legal, clerics 1, and scher expens: reasonably necessary for the preparation of settlement claims and supporting data with respect to the terminated portion of the

. i 1

i contract and for the termination and settlement of subcontracts the reunder, together with reasonable storage, transportation, and other costs incurred in connection with the protection or disposit.on of property allocable to this contract.

The total sum to be paid to the Contractor under (1) and (2) of this paragraph (e) shall not exceed the total contract price as reduced by the amount of payments otherwise made and as further reduced by the contract price of work not terminated. Except for normal spoilage, and except to the extent that the Government shall have otherwise expressly assumed the risk of loss, there shall be excluded from the amounts payable to the Contractor as provided in (e) (1) and (2) (i)' above, the fair value, as determined by the Contracting Officer, of property which is destroyed, lost, stolen, or damaged so as to become undeliverable to the Government, or to a buyer' pursuant to paragraph (b) (7).

f.

Costs claimed, agreed to, or determined pursuant to paragraphs (c), (d), and (e) of this cicuse shall be in accordance with the applicable contract cost principles and procedures in Part 1-15 of the Federal Procurament Regulations (41 CFR 1-15) ic effect on the date of this contract.

i g.

The Contractor shall have the right to appeal, under the clause of this contract entitled " Disputes," from any determination made by the Contracting Officer i.

under paragraph (c) or (e) above, except that, if the Contractor has failed to submit his claim within the time provided in paragraph (c) above and has i

failed to request extension of such time, he shall have no such right of appeal. In any case where the Contracting Officer has made a determinatian of the amount due under paragraph (c) or (e) above, the Government shall pay to the Contractor the following:

(1) if there is no right of appeal hereunier or if no timely appeal has been taken, the amount so determined by the Contracting of ficer; or (2) if an appeal has been taken, the amount finally determined on such appeal.

h.

In arriving at the amount due the Contractor under this clause there shall be deducted (1) all unliquidated advance or other payments on account theretofore made to the Contractor, applicable to the terminatrd portion of this contract;

'2) any claim which the Government may have agains'. the Contractor in connection with this ent.trcct; and (3) the agreed price for, or the proceeds of sale of, any materials, supplies, or other things acquired by the Contractor or sold, purstant to the provisions of this clause, and not otherwise recovered by or credict.d to the Government.

i l

1.

If the termination hereunder be partial, prior to the settlement of the termi-nated portion of this ' contract, the Contractor may file with the Contracting Officer a request in. writing for an equitable adjustment of the price or prices specified in the contract relating to the continued portion of the contract (the portion not terminated by the Notice of Termination), and such equitable adjustment as may be agreed upon shall be made in such price or prices.

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j.

The Government may f rom time to time, under such terms and conditions as it may prescribe, make partial isyments and payments on account against costs incurred by the Contractor in connection with the terminated portion of this contract whenever in the opinion of the Contracting Officer the aggregate of such payments shall be within the amount to which the Contractor will be entitled hereunder.

If the total of such payments is in excess of the amount finally agreed or determined to be due under this clause, such excess shall be payable by the Contractor to the Government upon demand, together with interest computed at the rate of 6 percent per annum for the period from the date such excess payment is received by the Contractor to the date on which such excess is repaid to the Government: Provided, hccever, That no interest shall be charged with respect to any such excess payment attributable to a reduction in the Contractor's claim by reason of retention or other disposition of termination inventory until ten days af ter the date of such retention of disposition, or such later date as determined by the Contracting Officer by reason of the c1*cumstances.

k.

Unless otherwise provided for in this contract, or by applicable statute, the Contractor, from the effective date of termination and for a period of three years af ter final settlement unde-this contract, shall preserve and make available to the Govern =ent at all reasonable times at the office of the Contractor but without direct charge to the Government, all his books, records, documents, and other evidence bearing on the costs and expenses of the Contractor under this contract and relating to the work terminated hereunder, or, to the extent approved by the Contracting Officer, photographs, microphotographs, or other authentic reproductions thereof.

U'.

MINORITY BUSINESS ENTERPRISES SUBCONTRACTING PROGRAM (1-1.1310.2(b))

a.

The Contractor agrees to establish and conduct. a program which will enable minority business enterprises (as defined in the clause entitled " Utilization of Minority Business Enterprises") to be considered fairly as subcontractors and suppliers under this contract. In this connection, the Contractor shall--

(1) Designate a liaison officer who will administer the Contractor's minority business enterprises program.

(2) Provide adequate and timely consideration of the potentialities of known minority business enterprises in all "make-or-buy" decisions.

(3) Assure that known minority business enterprises will have an equitable opportunity to compete for subcontracts, particularly by arranging solicitations,' time ter the preparation of bids, quantities, specifica-tions, and delivery scht dules so as to facilitate the participation of minority business enterpt wes.

(4) Maintain records showing (i) procedures which have been adopted to comply with the policies set forth in this clause, including the establishment of a source list of minority business enterprises, (ii) awards to minority business enterprises on the source list, and (iii) specific efforts to identify and award contracts to minority business enterprises.

(5)

Include the Utilication of Minority Business Enterprises clause in subcontracts which offer substantial minority business enterprises subcontracting opportunities.

(6) Cooperat? with the Contracting Officer in any studies and surveys of the Contractar's

'-~dty business enterprises procedures and practices that the Contracting Officer may from time to time conduct.

(7) Submit periodic reports of subcontracting to known minority business enterprises with respect to the records referred to in subparagraph (4),

above, in such form and manner and at such time (not more often than quarterly) as the Contracting Officer may prescribe.

b.

The Contractor further agrees to insert, in any subcontract hereunder which may exceed $500,000, provisions which shall conform substantially to the language of this clause, including this paragraph (b), and to notify the Contracting Office of the names of such subcontractors.

33.

PREFERENCE FOR U.S. FLAG AIR CARRIERS (1-1.323-2) a.

Pub. L.93-623 requires that all Federal agencies and Government contractors and subcontractors'will use U.S. flag air carriers for international air transportation of personnel (and their personal effects) or property to the extent service by such carriers is available.

It further provides that the Comptroller General of the United States shall disallow any expenditure from appropriate funds for international air transportation on other than a U.S. flag air carrier in the absence of satisfactory proof of the necessity therefor.

b.

The contractor agrees to utilize U.S. flag air carriers for international air transportation of personnel (and their personal effects) or property to the extent service by such carriers is available.

c.

In the event that the contractor selects a carrier other than a U.S.

flag air carrier for international air transportation; he will include a certifica-tion on vouchers involving such transportation which is essentially as follows:

CERTIFICATION OF UNAVAILABILITY OF U.S. FLAG AIR CARRIERS I hereby certify that transportation service for personnel (and their y

personal effects) or property by certificated air carrier was unavailable for the following reasons:

(state reasons) 340 - '-NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (1-7.203-3) t a.

Whenever the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this See Federal Procurement Regulations (41 CFR 1-1.323-3) or section 1-336.2 of the Armed Services Procurement Regulations, as applicable.

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contract, the Contractor shall immediately give notice thereof, including all relevant information'with respect thereto, to the Contracting Officer, i

b.

The Contractor agrees to insert the substance of this clause, including this paragraph (b), in any subcontract hereunder as to which a labor dispute may delay the timely performance of this contract; except that each such subcontract shall provide that in the event its timely performance is delayed or threatened by delay by an actual or potential labor dispute, the subcon-tractor shall immediately notify his next higher tier subcontractor, or the Prime Contractor, as the casa may be, of all relevant information with respect to such disputes.

35.

PERMITS (9-7.5006-48)

Except as otherwise directed by the Contracting Officer, the contractor shall procure all necessary permits or licenses and abide by all applicable laws, regulations, and ordinances of the United States and of the State, territory, and political subdivision in which the work under this t'ntract is performed.

36.

RENEGOTIATION (9-7.5004-20)

If this contract is subject to the Renegotiation Act of 1951, as amended, the following provisions shall apply:

a.

This contract is subj ect to the Renegotiation Act of 1951 (50 U.S.C.

App. 1211, et. seq.), as amended, and to any subsequent act of Congress providing for the renegotiation of contracts. Nothing contained in this clause shall impose any renegotiation obligation with respect to this contract or any subcontract hereunder which is not imposed by an act of Congress heretofore or hereaf ter enacted. Subject to the foregoing, this contract shall be deemed to contain all the provisions required by section 104 of the Renegotiation'Act of 1951, and by'any such other act, without subsequent contract amendment specifically incorporating such provisions.

b.

The contra'ctor agrees to' insert the provisions of this clause, including this paragraph (b), in,all subcontracts, as that term is defined in section 103 g. of the Renegotiation Act of 1951, as amended.

37.

PATENT INDEMNITY (9-9.5009(c))

The Contractor agrees to indemnify the Government, its officers, agents, servants, and employees against liability of any kind (including costs' and expenses incurred) for the use of any invention or discovery and for the infringement of any Letters Patent (not including liability, arising pursuant to Section 183, Title 35, (1952) U.S. Code, prior to the issuance of Letters Patent) occurring in the performance of this contract or arising by reason of the use of disposal by or for the account of the Government of items manufactured or supplied under this contract. _ _ _.

38.

REPORTING OF ROYALTIES (9-9.5011)

If this contract is in an amount which exceeds $10,000 and if any royalty payments are directly involved in the contract or are reflected in the contract price to the Government, the Contractor agrees to report in writing to the Commission (Patent Counsel, Office of the Executive Legal Director) during the performance of this contract and prior to its completion or final settlement the amount of any royalties or other payments paid or to be paid by it directly to others in connection with the performance of this contract together with the names and addresses of licensors to whom such payments are made and either the patent numbers involved or such other information as will permit identification of the patents or other basis on which the royalties are to be paid. The approval of the Comaission of any individual payments or royalties shall not estop the Government at any time from contesting the enforceability, validity or scope of, or title, to, any patent under which a royalty or payments are made.

39.

NOTICE REGARDING LATE DELIVERY (1-7.204-4)

In the event the Contractor encounters difficulty in meeting performance requirements, or anticipates difficulty in complying with the contract delivery schedule or date, the Contractor shall immediately notify the Contracting Officer thereof in writing, giving pertinent details, including the date by which it expects to complete performance or make delivery: Provided, however, That this data shall be informational only in character and that receipt thereof shall not be construed as a waiver by the Government of any contract delivery schedule or date, or any rights or remedies provided by law or under this contract.

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40.

STCP WORK ORDER (a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this cc itract for a period of ninety (90) days after the order is delivered to the Contractor, and for any further period at which the parties may agree.

Any such order shall be specifically identified as a Stop Work Order issued pursuant to this clause. Upon receipt of such an order, the Contractor shall forthwith comply with its terns and take all reasonable' steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage.

Within a period of ninety (90) days after a stop work order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either:

(i) cancel the stop work order, or (ii) terminate the work covered by such order as provided in the " Default" or the " Termination for Convenience" clause of this contract.

(b)

If a stop work order issued under this clause is cancelled or the period of the order or any extension thereof expires, the Contractor thall resume work. An equitable adjustment shall be made in the delivery schedule or contract price, or both, and the contract shall be modified in writing accordingly, if:

(i) the stop work o, 'er results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract, and (ii) the Contractor asserts a claim for such adjustment within thirty (30) days after the end of the period of work stoppage; provided that, if the Contracting Officer decides the facts justify such action, he may receive and act upon any such claim asserted at any time prior to final payment under this contract.

(c)

If a stop work order is not canceled and the work covered by such order is terminated for the convenience of the Government, the reasonable costs resulting from the stop work order shall be allowed in arriving at the termination settlement.

(d)

If a stop work order is not canceled and the work covered by such order is terminated for default, the reasonable costs resulting from the stop work order shall be allowed hs equitable adjustment or otherwise.

21

41.

iLc.CATICN ANu au :Y Unless otherwise specified in this contract, the Contractor is encouraged to publish and make available through accepted channels the results of its work under this contract. The Contractor shall submit a copy of each article or other information to the Project Officer prior to publication or dissemination for public use.

If the article or other infomation is subsequently modified or altered in any manner, the Contractor shall promptly notify the Project Officer and furnish him/her a copy of the article or other information as finally submitted for publication or dissemination.

The Contractor shall acknowledge the support of the U. S. Nuclear Regulatory Commission whenever publicizing the work under this contract in any media.

To effectuate the foregoing, the Contractor shall include in any publication re ulting from work perfomed under this contract an acknowledgement su'stantially as follows:

a "The work upon which this publication. is based was perfomed pursuant to Contract (insert number) with the (insert name of constituent agency), U. 3. Nuclear Regulatory Commission."

Either Clause No. 42, entitled " Dissemination of Contract Infomation" or Clause No. 41 is for application but not both.

In the absence of a clear delineation, Clause No. 41 applies.

42.

DISSEMINATION OF CONTRACT INFORMATION The Contractor shall not publish, pemit to be published, or distribute for public consurption, any infomation, oral or written, concerning the results of conclusions made pursuant to the performance of this contract, without the prior written consent of the Contracting Officer.

(Two copies of any material proposed to be published or distributed shall be submitted to the Contracting Officer.)

Failure to comply with this clause shall be grounds for termination of this contract.

I 22 e-

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• J 43.

WORK FOR OTHERS Notwithstanding any other provision of th.is contract, during the term of this contract, the contractor agrees to forego antering into consulting or other contractual arrangements with any firm or organization, the result of which may,11ve rise to an actual or apparent conflict of interest with respect t

'he work being performed under this contract.

The contractor shall insure that all employees designated as key personnel if any, under this contract abide by the provisions 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 possible conflict of interest, the contractor shall obtair the written approval of the Contracting Officer prior to execution ot' such contractual arrangement.

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(Ceause::: 6. Nam e) g,cel (1) A wr:tten request submitted to:he (d) Se Cove-. ment shau pay $e -

Contracung Off tert c:stracter =terest (2) For paymetu of money. adjustment of (1) On me amo nt fcund due on claims contract ter'ns. or other reliet sam:tted under 2:s c.ause:

(3) Whics is in dispute or remains

(:: At me rates Exed y the Secretary of unrescJved after a reasonable time for its ce ness;.ry, uncer Oe.Re::egetacon Act.

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and (31 : es ce date the Centracung C5cer (4) For which a Contracung CZcer's re:eives 2e cla.m. anni ce Gover:tment decision is demanded.

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.g Se C ntra:::: shad pro: sed cdgent!y wun ;e-f:- :ance ef =2s c:ntract. ;encies nal reso:atten of any recuest for retief, a

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s 45.

UTILIZATlON OF WOMEN-OWNED BUSINESS CONCERNS (Over $10,000)

(a) It is the policy of the United States Government that women-owned businesses shall have the maximum practicable opportunity to participate in the performance of contracts awarded by any Federal agency.

(b) The Contractor agrees to use his best efforts to' carry out this policy in the award of subcontracts to the fullest extent consistent with the efficient per.formance of this contract.

As used in this contract, a " woman-owned business" concern means a business that is at least 31% owned by a woman or women who also control and operate it. " Control" in this context :aeans exercising the power to

)

- make policy decisions.

" Operate" in this context means being actively involved in the day-to-day management. " Women" mean all women' business ow.1ers.

(End of Clause) 24 i

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(b) The contractor Sereby agrees to carry cut this policy in the awarding cf subcentrac:s to the fu!iest extent consis:ent with the

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(c)

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(End of Cause)

O

- cn such information for a cericd of six (5) =cnths after either t.d c:::letion cf :nis c:ntrac: cr ne release of such information :: the

uclic, wnichever is first, (iii) subcit an unsolicited proposal t the govern =en based on such informa icn until one year after the release of sucn information to the pu lic, or (iv) release the infor=ation witncut prior wri::en aper: val by the centracting Officer unless such infor=ation has prev.icusiy been released :: :he public by :ne NRC.

(2)

In' addition, the c:ntractor agrees tha: :: :he exten: 1:

receives er is given access :: pec:rietary data, data protected by the privacy Act of 1974 (?ub. L.93-579), or c her conficential er privileged

achnical, business, or financial infer =ation uncer this contract, :ne contracter shall treat sucn infor=ation in accorcance with restrictions placed en use of the infor ation.

(3) The contrac:Or snall have, su: ject :: ;aten: and security revisicns of this c:ntract, the rign: :: use tecnnical data it precuces under : Mis c:ntract for rivate pur; ses provicee Ma: all requirements Of :nis ::ntract have bee., ce.

( f) Su:centracts. Exce:: as previced in al CFR 120-1.5402(h), :ne c:ntrac:Or shall incluce :t is clause, including :nis caragrapn, in succ:n:racts of any tier.

The :arns "c:n:rac:," "c:n:rac r," and "c:ntracting officer," snall be appr:priately =ccified :: preserve tne govern =en 's rights.

l (g) Re=ecies. For treacn of any of :ne accve Or scri :icns er for intenticnal noncisclosure or T.isrecresentatien of any relevant interest recuirec :: ce cisclosed c:ncerning :nis c:n:rac: or for such erroneous re:resentations as necessarily i==ly bac faitn, :ne govern =en =ay i

er=inate the c:ntrac: for cefault, ciscualify the con:rac::r fr =

sucsecuent c:ntractual efforts, and Oursue her remecies as may be

ernitted by law Or Onis c:ntract.

l (n) '4ai ver. A recuest for waiver uncer this clause snail te cirected in writing Onr ugn the con racting cfficer :: ne Executive l

Jirect:r for C erations (ECO) in ac::r:ance st:n :ne :rececures cutlinec in i20-1.5411.

t l

~..y 19 9

a 6

t 3

k

'. '.8 Clause No.47 CCW1.ICT OF INTE:iEST (a) Purpose. The primary ur;cse of this clause is to aid in ensuring tha: the cen:rac:Or: (1) Is no: placed in a c:nflicting role because of curren: Or planned interest (financial, centractual, organi:ational, or cenervise) wnica relate u the werk under this c:ntract, and (2)

Octain an unfair ::=etitive advanuge over Other parties by

es no:

virtue of its per# mance of this c:ntract.

(b) Sce:e.

The restricticns described herein shall apely t pedemance or participation by ue centrac=r as defined in 41 CFR I 20-1.5402(f) in the actitities c:vered by this clause.

(c) Wod for others. Notwithstanding any other pr0Visien of this c:ntract, during tne tem of this c:ntract, the c ntracnr agrees :

f: reg: entering int: censulting er c:ner ::nt actual arrangements with any fir = er Organi:stien, the result of wnich may give rise u a ::nflict of interes; with rescect t tre wo d W g ;e d: red under thi: :::tr.:t.

The : n:rac=r snali ensure ::a: all e=lcyees wno are emelcyec full

ime uncer tnis ::n:rac: and e=lcyees designated as key personnel, if any, uncer Onis c:ntract abice by the provisica of this clause.

If the c:ntract:r believes with res:ect :: itself or any such em loyee that any

re

osec ::nsultant or other c:ntractual arrangement witn any fim or Organiutien may involve a potential c:nflict of interest, the c:ntracter snall :buin the written a=reval of :he contracting officer prior ::

executien of such c ntractual ar angement.

(d) Disclosure after award.

(1) The centrac::r war ants that ::

the bes cf its kncwledge anc belief and except as c:herwise set forth in this c:ntract, it dces not nave any organi:ational c nflicts of interest, as defined in 41 CFR 320-1.54C2(a).

(2) The centract:r agrees that if after award it disc: vers organiutional c:nflic:s of interest with res:ect :: this c:ntrac:, it snall :::ake an 1::reciate and full disclosure in writing to the c:ntracting officer.

This statement shall incluce a descri :icn of the acticn wnich tne c ntrac=r has taken or pr=oses to take :: avoid or :nitigate sucn c:nflicts. The NRC may, hcwever, teminate the ::ntract for convenience if it cee s suca termina:icn :: be in ne best interests of the go'vernment.

(e) Access to and use of infer =aticn.

(1) If the centrace r in One perf: mance of this centract obtains access :: infomation, such as NRC ::lans, policies, re;cr s, studies, financial lans, internal cata pre ec:ec by the Privacy Act of 1971 (Pub. L.93-579), or dau wnica has nc been releasec t: :ne pu::lic, tne c0ntracter agrees nc: ::: (i) Use sucn infor a:1cn for any Orivate Our:cse until ne inf:maticn has been releasec :: ce Outlic; (ii) ::=ete for werx f:e ce C:nnission basec

.-e

=

.