0< sccun1 ; f -] eberline instrument corporation

m ~'I$f ANO A:D fi' ' aa 1s .>tv.10eo AWARD / CONTRACT I1 10 ,#e n.. . . u t.. m .n.,..~. .n .v ~, i

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3 155U(3 SY CODEI I e. AC sNi$7(It3 ST (QQ{) { 7. C(Uw(,,U/ * *" "'"" *#*' ' " g 'Cj,j',5"-U. S. Nuclear Regulatory Commssion ,

.

Division of Contracts~

g .,C','/5"'

Washington, DC 20555

* 0< sCCUn1 *; * **3*** t ' As**t '*ts. CCNTR ACTC3 CODE ' | F.<CILIT Y CODE |

NAME AND ACO2t$$

F -] NET - 30 DaysEberline Instrument Corporation

,, .'.",",. s"u u. P. O. Box 2108 -d a-

- s o r a ,i Airport Road' O 5=r >~~ CICr5 o a n" ...". * v y ,wSanta Fe, New Mexico 87501 Were,s> fo A004655 SMCwNiN 3L0ct '

w/one copy to Division 'of%..,,-~ %. , .. s .-r.,.

'"tGDE'''' "'" ' " ' ' ' ' ' ' ' ' ' '

1'0' .PTMENr wjR *E .llegu'Iatory CommissionOf

U.S.S/M.A'KuciearReguladDE.ory Ce n1 = ion |FC3 U .t 1. SMl7 T Nuc ear.

- Region I, 631 Park Avenue Office of the Controller, Division of AccountingAttn: Michael J. Slobodien Washington, DC 20555.

King of Prussia, PA 194060 io u s c. 22o. con i

is. twis procuns.e~r was C 4:ven ;ses, @ Nescriarts. russuaNr toQ 4: u s c. 232 f.<2 i

.

i. .ccou~nr.c 4~a . nam nc~ :eAAporopriation Symbol B&R No. Amount j,,

31 X0200. 309 30 - 31 $27,400.00 U

33. 34. 17. 18. 19. 20. !

iT E M NO SUPPttES/ stavects quant 1TT UNif UNif PatCI A aaCUNT .

TABLE OF CONTENTS |THE FOLLOWING CHECKED SECTIONS ARE CONTAINED IN THE CONTRACT I

SECl IPAGEL 6 SEC i IPAGE -

,,

PART I - GENERAL INSTRUCTIONSI i H- Cellverles or Performance t" i

^ A Cover Sneet X I Insoection and Acceotance i'

Centract Form and Representa- X d i Soeclai Provisions i i

Contract AcministrationB tions, Certifications, and y gX Other Statements of Offeror Data

Instructions, Conditions, andC - P

_

Notices to Offerors0 Evaluation and A'.iard Factors ! l General Provisiens v i |

."

PART II - THE SCHECULE PART III - LIST. OF ~

^ E Sucolies/ Services and Prices DOCO'.ENTS AND ATTACHE-

'' '^ F Descriotions/Scecificaticns MENTS

G Preservation / Packaging M List or Documents an"ch '

X '

X Packina Attachments,_

''.

.

dct2i. : ESTIMATED verat ocFer c:N: 5 27,400.00

CONTRACTING OFIILER IT*lLL Co.UPLETE BLOCK :: OR |G AS APPLICABLE1s. Awsno (Co uaan ,s .a non,s a sag, oh,. Juwe.s.) s.e ,an

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Billie Loyd, Sales Office 4/27/79 Mary Jo Mattia. . . . . . . . . . . . . . . . . . . . . . . . . . . ' - . . . . ./9/992.....

2.270 181_ 'e"c i+o Ra f .

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.

SECTIbNBReoresentations and Certifications

The Contractor represents and certifies that: (Check or complete all applicable

boxes or blocks.)

B.l. SMALL BUSINESS

He [ ] is, b(l is not, a s=all business concern. If offeror is a smallbusiness concern and is not the sanufacturer of the supplies offered, healso represents that all supplies to be furnished hereunder [ ] will, [ ] willnot, be manufactured or produced by a small business concern in the UnitedStates, its possessions, or Puerto Rico. SMALL BUSDIESS CONCERN: A smallbusiness concern for the purpose of Govern =ent procure =ent is a concern,'in-cluding its affiliates, which is independently evned and operated, is notdominant in the field of operation in which it is submitting offers on Govern-ment contracts, and can further qualify under the criteria concerning numberof e=ployees, average annual receipts, or other criteria, as prescribed by theSmall Business Ad=inistration. (See Code of Federal Regulations, Title 13,Part 121, as amended, which contains detailed industry definitions and relatedprocedures.)

B.2. REGULAR DFALER - MAMUFACTURER

He is a [ ] regular dealer in, (x] canufacturer of, the supplies offered.

B.3. TYPE OF BUSU??.SS ORGANIZATION

He operates as [ ] an individual [ ] a partnership, [ ] a nonprofitorganization, bod a corporation, incorporated under the laws of the State ofNew Mexico .

.

B.4. CONTINGENT FEE

(a) He [ ] has, k ] has not, employed or retained any company or person(oth r than a full-ti=e, bona fide e=ployee working solely for the of feror) to

solicit or secure this contract, and (b) he [ ] has, bc] has not, paid oragreed to pay any company or persen (other than a full-ti=e bona fide employeeworking solely for the offeror) any fee, co= mission, percentage, or brokerage .

fee contingent upon or resulting from the award of this centract, and agreesto furnish infor:stion relating to (a) and (b) above, as requested by theContracting Officer. (For interpretation of the representation, including thetern " bona fide e=ployee," see Code of Federal Regulations, Title 41, Subpart1-1.5.)

8.5. EQUAL OPPORTUNITY

He Ec ] has, [ ] has not, participated in a previous contract or subcontractsubject either to the Equal Opportunity clause herein or the clause originallycontained'in section 301 of Executive Order No. 10925, or the clause containedin section 201 of Executive Order No.11114; that he [ J has, [ ] has not,filed all required compliance repcrts; and that representations indicatingsubmission of required cocpliance reports signed by proposed subcontractors,will be obtained prior to subcontract awards. (The above representation need

2270 1821

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not be sub=itted in connection with contracts or subcontracts which are'exe=pt from the clause.)

B 6. CERTIFICATION OF INDEPENDENT PRICE DETERMINATION

(a) By sub=1ssion of this offer, the offeror certifies, and in the caseof a joint of fer, each party thereto certifies as to its own organization,that in connection with this procure =ent:

(1) The prices in this offer have been arrived at independent 1' ,ywithout consultation, con =unication, or agreement, for the purpose ofrestricting co= petition, as to any =atter relating to such prices withany other offeror or with any competitor;

(2) Unless otherwise required by law, the prices which have beenquoted in this offer have not been knowingly disclosed by the offerorand will not knowingly be disclosed by the offeror prior to opening inthe case of an advertised procurement or prior to award in the case ofa negotiated procurement, directly or indirectly to any other offeroror to any competitor; and

(3) No atte=pt has been =ade or will be cade by an offeror to induceany other person or fir = to submit or not to sub=it an offer for thepurpose of restricting competition.

.

(b) Each~ person signing this offer certifies that:

(1) He is the person in the offeror's organization responsible with-in that organization for the decision as to the prices being offeredherein and that he has not participated, and will not p.articipate, inany action contrary to (a) (1) through (a) (3) above; or

(2) (1) He is not the person in the offeror's organization responsiblewithin that organization for the decision as to the prices being offeredherein, but that he has been authorized in writing to act as agent forthe persons responsible for such decision in certifying that such personshave not participated, and will not participate, in any action contraryto (a)(1) through (a)(3) above, and as their agent does hereby so certify;and (ii) he has not participated, and will not participate, in any actioncontrary to (a)(1) through (a)(3) above.

B7. BUY AMERICAN CERTIFICATE

The offeror hereby certifies that each end product, except the end pro-ducts listed belew, is a dc=estic source end product (as defined in the clauseentitled "Euy A=erican Act"); and that co=penents of unknown origin have beenconsidered to have been =ined, produced, or =anufactured outside the UnitedStates.

2270 18311

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Contract No. NRC-05-79-262

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Excluded End Products Countrv of Orizin

B .8. CERTIFICATION OF NONSEGpJ!: GATED FACILITIES

(Applicable to (1) contracts. (2) subcontracts, and (3) agreements withapplicants who are the=selves performing federally assisted construction con-tracts, exceeding $10,000 which are not exe=pt from the provisions of theEqual Opportuni:y clause.)

By the sub=1ssion of this bid, the bidder, offeror, applicant, or sub-contractor certifies that he does not saintain or provide for his e=ployeesany segregated facill:1es at any of his establish =ents, and that he does notpermit his e=ployees to perform their services at any location, under hiscontrol, where segregated facilities are maintained. He certifies furtherthat he will not =aintain or provide for his c=ployees any segregated facilitiesat any of his establish =ents, and that he will not permit his e=ployees to per-form their services at any location, under his control, where segregatedfacilities are =aintained. The bidder, offeror, applicant, or subcontractoragrees that a breach of this cartification is a violation of the Equal Oppor-tunity clause in this contract. As used in this certification the term" segregated facilities" =eans any waiting roo=s, work areas, rest roo=s andwash roocs, restaurants and other eating areas, ti=e clocks, locker rooms andother storage or dressing areas, parking lots, drinking fountains, recreationor entertain =ent areas, transportation, and housing facilities provided foremployees which cre segregated by explicit directive or are in fact segregatedon the basis of race, color, religion or national origin, because of habit,local custou or otherwise. He further agrees that (except where he has obtainedidentical certifications fres proposed subcontractors for specific ti=e periods)he will obtain identical certifications from proposed subcontractors prior tothe award of subcontrac:s exceeding S10,000 which are not exe=pt from theprovisions of the Equal Opportunity clause; that he will retain such certifi-

cation in his files; and that he vill forward the following notice to such pro-posed subcontractors (except where the proposed subcontrac: ors have submittedidentical certifications for specific time periods):

Notice to crosoective subcontractors of reautrecent for certificationsof nonseererated facilities.

A Cer:ification of Nonsegregated Facilities =ust be sub=10:ed prior tothe award of a subcontract exceeding $10,000 which is not exe=pt from theprovisions of the Equal Opportunity clause. The certification =ay be sub-mitted either for each subcontrac: or for all subcontracts during a period(i.e. , quarterly, semiannual 17 or annually). NOTE: The cenalty for makin2

false state =ents in of fers is crescribed in 18 U.S.C.1001.

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. .Contract No. NRC-05-79-262 '

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B. 9. AFFIRMATIVE ACTICN REPRESENTATION

'The bidder or proposer has [x), has not [ 1, developed an affirmative actionco=pliance progra= for each of its establish =ents. (See 41 CFR 60-1.40 and 60-2) .

If such a progra= has not been developed the bidder will co=plete thefollowing:

The bidder does [x), does not [ ], e= ploy = ore than 50 e=ployees and has[ 1, has not [ ], been awarded a contract subject to Exacutive Order 11246 in theamount of $50,000 or more since July 1, 1968. If such a contract has been awardedsince July 1, 1963, give the date of such contract, but do not list contractsawarded within the last 120 days prior to the date of this representation.

B . 10. LISTING OF EX?L0n'ENT OPE:;INGS

Offerors should note that if the resultant contract frc= this RFP is forS10,000 or core the successful proposer vill be required to co= ply with the require-ments of the contract clause set forth in section 1-12.1102-2 of the FederalProcure =ent Regulations concerning the listing of e= ploy =ent openings.

B . 11. MINCRITY SUSINESS ENTERPRISE

He ( ) is, [X] is not, a minority business enterprise. A minority business enter-prise is defined as a " business, at least 50 percent of which is owned by =inority*group =e=bers or, in case of publicly owned businesses, at least 51 percent ofthe stock of which is cwned by =inority group me=bers." For the purpose of this

definitien, =inority group me=bers are Negroes, Spanish-speaking American persons,American-Orientals, A=erican-Indians, A=erican-Eskimos, and A=erican Aleuts.

B .12. CLEAN AIR A' D WATER CERTIFICATICN (1-1.2302-1)

The bidder or offerer certifies as follows:

(a) Any facility to be utiliced in the performance of this proposed contracthas [ ], has not bei, been listed on the Environ = ental ProtectionAgency List of Violating Facilities.

(b) He will promptly notify the contracting officer, prior to award, ofthe receipt of any co==unication f c= the Director, Office of FederalActivities, Environ = ental Protection Agency, indicating that any faci-lity which he proposes to use for the performance of the contract isunder consideration to be listed en the EPA List of Violating Facili-

ties.

(c) He will include substantially this certificatica, including thisparagraph (c), in every nonexc=pt subcontract.

i Applicable if bid or offer or award exceeds $100,C00 or indefinate quantity'

contract is expected to exceed sa=e, or facility to be used is lised byEnviron = ental Protection Agency as convicted violator.)

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Contract No. tiRC-05-79-252

B .13. FUWi-GCED EUSEISS (FPR l-1.340)

Concern is L7_ is not @ a woman-owned business.A woman-owned business is a business which is, atleast, 51 percent owned, controlled, and operatedby a woman or wcmen. Controlled is defined asexercising the power to make policy decisions.Operated is defined as actively involved in theday-to-day management.

For the purposes of this definition, businesses*

which are publicly owned, joint stock associa-tions, and business trusts are exempted. Exemptedbusinesses may voluntarily represent that they are,or are not, woman-owned if this information isavailable.

B.14. PEFCDTP CF FOREIGN CCNrENT (FPR 1-6.106)

The offeror / contractor will represent (as an estimate),immediately after the award of a contract, the percentof the foreign content of the item o'r service being

awardprocured expressed as a percent of the contractprice (accuracy within plus or minus 5 percent isacceptable).

,

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.m .ec: > n :.1 :in i-a i:' i NRC-03-i9-2t2 |/ iu ;

u.< v ouev:n sa : .mcan.

titM NO. SUPP'.ll$ / $1 AVIC15 CUANTI'Y UNIT UN!f PRIG W CUNY

Part II - The Schedula

SECTION E - SUPPLIES / SERVICES AND PRICES

1. R0-2 Ion Chamber 2 EA $770.00 $1,540.00

2. R0-2A Ian Chamber 2 EA $770.00 $1,540.00

3. RM-14 Radiation Monitor 2 EA $495.00 $ 990.00

4. HP 210 Shield / Probed with Cables 5 EA $265.00 $1,825.00

5. SH 4A Samp'e Holders 5 EA $ 95.00 $ 475.00

6. MS-3 Mini Scaler 3 EA $795.00 $2,385.00

7. RD-19 Sodium Iodide Probe 5 EA $765.00 $3,825.00'

8. RD-19 Shield 5 EA $250.00 $1,250.00

9. SAM-2 Stabilized' Assay Meter 5 EA 11,885.00 $9,425.00

10. RAS-1 Regulated Air Sampler 5 EA $375.00 $1,875.00

11. ICH-1 Sample Holder Mounted on RAS-1, Item No. 5 EA $ 70.00 $ 350.0010

12. Barium 133 Source 1 E/ $175.00 $ .175.00

13. IC-1 Charcoal Filter Cartridges (10 to a box) 20 BXS $ 24.00 $ 480.00

14. Commercial Air Freight of Item Nos.1 through 1 LOT $580.68 $ 580.6813 and escort airline fare

.


Option Item

16. IC-1 Charcoal Filter Cartridges (10 to a box) 20 BXS $ 24.00 $ 480.00'

Option Item


18. Commercial Air Freight of Item Nos.15,16 3 EA $150.00 $ 450.00and 17 .

28-'C' . . . _ , . - , . . . . . . . . . . . . . . . . . . .

;-'$'-- .u-=. tv.- ~ . . . .. . . . . . . . . . , _ , , . . . , _ , , , , , , , .. , , , , , , , , , , _ _ , , , , , , , , , , ,

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Contract f;o. flRC-05-79-262

SECTION F - DESCRIPTIONS / SPECIFICATIONS

F.1. Contractor shall set up RD-19/ SAM-2 System for Counting 131.1

I

SECTION G - PRESERVATION /PACTAGING AND PACKING

G.I. Preservation, Packaging and Packing

Material shall be packed for shirment in such a manner that will insureacceptance by common carrier and safe delivery at destination. Containersand closures shall comply with the Interstate Commerce Commission Regulations,Uniform Freight Classification Rules, or regulations of other carriers asapplicable to the mode of transportation.

SECTION H - DELIVERIES OR PERFORMANCE

H.l . Time of Delivery

Item No. Quantity Delivery

1 2 each April 7,19792 2 each April 7, 19793 2 each April 7,19794 5 each April 7,1979

5 5 each April 7, 19796 3 each April 7,1979

7 5 each April 7,19798 5 each April 7,1979

9 5 each April 7,1979

10 5 each April 7,197911 5 each April 7,1979

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12 1 each April 7,1979

13 20 boxes April 7, 197914 1 lot April 7,197915 20 boxes April 23,1979

Option Item No.16 20 boxes Within one (1) week after receiptof written notification of exerciseof option

Option Item No. 17 20 boxes Within one (1) week after receiptof written notification of exerciseof option

H.2. Place of Delivery

The articles to be furnished hereunder shall be delivered to:

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- U. S. Nuclear Regulatory CommissionRegion I631 Park AvenueKing of Prussia, Pennsylvania 19406Attn: Michael J. Slobodien

SECTION I - INSPECTION AND ACCEPTANCE

I.l. Inspection and acceptance of the supplies to be furnishec hereunder shall bemade at destination by the Contracting Officer's Authorized Representative.

SECTION J - SPECIAL PROVISIONS

J.l . Option for Increased Quantity

The Government may increase the quantity for the IC-1 Charcoal FilterCartridges called for herein by requiring delivery of the numbered lineitems identified as option items, in the quantity and at the unit priceset forth therein. The Contracting Officer may exercise these options,at any time within six (6) months after the date of award by givingwritten notice to the Contractor. Delivery of the items added by theexercise of the options shall be in accordance with the provisions setforth in the Schedule of this contract.

SECTION K - CONTRACT ADMINISTRATION DATA

K.l. Authorizad Representative

The Contracting Officer may designate. an Authorized Representativefor the purpose of assuring that the services required under thiscontract are ordered and delivered in accordance therewith. Suchrepresentative as may be appointed will be specifically designated inwriting to the Contractor from the Contracting Officer, including theextent of such designee's authority.

.

SECTION L - GENERAL PROVISIONS

L.l . This contract is subject to the Fixed Price Supply Contract General Provisions,dated February 15, 1978, attached hereto as Attachment 1 and made a parthereof by this reference, and modified as folicws:

L.l .l . Clause No. 32 entitled " Minority Business Enterprises Subcontracting Program"is deleted in its entirety.

L.l .2. Clause No. 33 entitled " Preference for U. S. Flag Air Carriers" is deletedin its entirety.

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L . l . 3'. Clause flo. 43 entitled " Work For Others" is deleted in its entirety.

PART III - LIST OF DOCUMEtiTS AllD ATTACHMEtiTS

SECTIO!1 M - LIST OF 00CUMEtiTS AtlD ATTACHMErlTS

M.l . This contract contai is the following attachments:

M.l .l . fixed Price Supply General Provisions dated Febuary 15, 1978.

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2/15/78

Consisting ofPages 1 through 23

GENERAL PROVISIONFIXED PRICE SUPPLY CONTRACT

.

TABLE OF CONTENTS

Standard Form 32, General Provisions (Supply Contract) Containing the fo llowinglisted Articles on pages 1 through 5 of the form plus additional Articles on

pages 6 through 20 attached thereto.

PAGETITLEARTICLE

11 Definitions.....................................................

12 Changes.........................................................

13 Extras..........................................................

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

15 Inspection......................................................

26 Re spo ns ib ili ty Fo r S upp lies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27 Payments........................................................

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

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

210 Examination of Records By Comptroller General...................

211 Default....................................... .................

312 Disputes........................................................

13 Notice and Assistance Regarding Patent and Copyright3Infringement..................................................3

14 Buy American Act................................................4

15 C o nv i c t La b o r . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16 Contract Work Hours and Saf ety Standards Act -

4Ov e r t ime C ompe n sa t io n. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

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

18 Eq ua l Op p o r t uni ty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

19 O f f i cials No t To Bene fit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .520 Covenant Agains t Contingent Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21 Utilization of Small Business Concerns.......................... 5

522 Utilization o f Labor Surplus Area Concerns. . . . . . . . . . . . . . . . . . . . . .523 U tilization of Minority Business Concerns . . . . . . . . . . . . . . . . . . . . . . .524 P r ic ing o f Adj us tme n t s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

25 Payment of Interest On Contractors' Claims...................... 5

626 Al t e r a t i o ns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .627 Listing of Employment Openings..................................

,

928 Employment of the Handicapped...................................1029 Clear Air and Water.............................................1130 Federal, State and Local Taxes..................................

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 Disputes. . . . . . . . . . . . . . . . . . . . . . 18

35 Permits......................................................... 19

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

37 P a t e n t I n d e mni ty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

38 Reporting Royalties............................................. 20

39 Notice Regarding Late Delivery.................................. 20

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26l OLZZ

GENERAL PROVISIONFIXED PRICE SUPPLY CONTRACT

(Cont.)

ARTICLE TITLE PAGE

40 Stop Work Order .................................... ........ 2141 Pu bl i ca tion and Publ i ci ty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2242 Di ssemi na tion of Contract Informa tion . . . . . . . . . . . . . . . . . . . . . . 2243 Wo rk fo r O t h e rs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

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GENERAL PROVISIONS(Supply Contract)

without limitation raw materials, components. intermeiliate1. DertNITtoNs assemblies, and end products) shall be suhject to inmertion and

As used throughout this contract, the following 'erms shall test by the Government, to the extent practicable at all times andhave the meaning set forth below: places including the period of manufacture, and in any event prior

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

of supplies which have been rejected or required to be correctedagency or the Secretary. shall be removed or, if permitted or required by the Cantracting

(b) The term " Contracting Omcer" means the person executing Omcer, corrected in place by and at the expense of the Contractorthis contract on behalf of the Government, and any otheromeer or civilian employee who is a properly designated promptly after notice, and shall not thereafter be tendered for

Contracting Omeer; and the term includes, except as other- acceptance unless the former rejection or requirement of correc-

wise provided in this contract, the authorized representation is disclosed. If the Contractor fails promptly to remove such

tive of a Contracting Omcer acting within the limits of his supplies or lots of supplies which are required to be removed, orpromptly to replace or correct such supplies or lots of supplies,authority.

(c) Except as otherwise provided in this contract, the term the Government either (i) may by contract or otherwise replace"subcontracta" includes purchase orders under this or correct such supplies and charge to the Contractor the cost

occasioned the Government thereby, or (ii) may terminate thiscontract. contract for default as provided in the clause of this contract2. CHANCE 8 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 Omeerand without notice to the suretles, make changes, within the gen- may require the delivery of such supplies at a reduction in priceeral scope 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 specifications, where the supplies to be such reduction of price shall be a dispute concerning a questionfurnished are to be specially manufactured for the Government of fact within the meaning of the clause of this contract entitledin accordance therewith; (ii) method of shipment or packing; Disputes."and (iii) place of delivery. If any such change causes an increase (c) If anv inspection or test is made by the Government on theor decrease m the cost of, or the time required for, the perform- premises of the Contractor or a subcontractor, the Contractorance of any part of the work under this contract,whether changed without additional charge shall provide all reasonable fseilitiesor not changed by any such order, an equitable adjustment shall and assistance for the safety and convenience of the Governmentbe made in the contract price or delivery schedule, or both, and inspectors in the performance of their dutica. If Governmentthe contrt-t shall be modified in writing accordingly. Any claim by g g , g gthe Contractor for adjustment under th,s clause must be asserted gg ,i g g

withm 30 days from the date of receipt by the Contractor of the the Government except as otherwise provided in this contract:notification of change: Prot-ided, however, That the Contracting Protided, That in case of rejection the Government shall not beOmcer, if he decides that the faets justify such action, may re- 3gg g g yg g g g

upon any such cla,m asserted at any time prior t with such inspection or test. All inspections and tests by theie a aAnal payment under th,s contract. Where the cost of property Government shall be performed in Such a manner as not to undulyi

made obsolete or excess as a result of a change ,s included in the dhyh d h G e m e n h @ w M m bi

Contractor a claim for adjustment, the Contracting Omcer shall the Contractor any additional cost of Government |nspection and.

.

have the right to prescribe the manner of disposition of such test when supplies are not ready at the time such inspection andproperty. Failure to agree to any adjustment shall be a dispute " #*ctor or when reinspection or retest*** *"9"''

.concerning a question of fact within the meaning of the clause of is necessitated by prior rejection. Acceptance or rejection of thethis contract entitled " Disputes." However, nothing in this clause supplies shall be made as promptly as practicable after delivery,shall excuse the Contractor from proceeding with the contract as except as otherwise provided in this contract; but failure tochanged. inspect and accept or reject supplies shall neither relieve the

Contractor from responsibility for such supplies as are not in3. EtTnAm ace rdance with the contract requirements nor impose liability

Except as otherwise provided in this contract, no payment for n de nment theMonextras shall be made unless such extras and the price therefor (d) The inspection and test by the Government of any nipplieshave been authorized in writing by the Contracting Omcer. or lots thereof does not relieve the Contractor from any responsi-

bility rPgarding defects or other failures to meet the contract4. VAarArtoN IN QtfANTITY

No variation in the quantity of any item called for by this con. requirements which may be discovered prior to acceptance.Except as otherwise provided in this contract, acceptance shall

tract will be accepted unless such variation has been caused by be conclusive except as regards latent defects, fraud, or suchconditions of loading, shipping, or packing, or allowances in

gross mistakes as amount to fraud.manufacturing processes, and then only to the extent, if any, (e) The Cont actor shall provide and maintain an inspectionspecided elsewhere in this contract. system acceptable to the Government covering tho suppliai bmroN hereunder. Records of all inspection work by the cont racter

(a) All supplies (which term throughout this clause includes shall be kept complete and available to the Government duringSTANDARO FORM 32 (Ret 4 79

1Present:ed by GSA. FPR (41 CFR) 1.t6 401'

l

-unU$fId 2270 193e

32-10e J'

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96l 0222surety fails to furnish reports as to his financial condition from

the performance of this contract and for such longer period as time to time as requested by the Government, the Contractor shallmay be speci6ed elsewhere in this contract. promptly furnish such additional security as may be required

6. REsroNsistufY ma St'rrLIESfrom time to time to protect the interests of the Government and

(i) the Con * of persons supplying labor or materials in the prosecution of theExcept as otherwise provided in this contract,tractor shall be responsible for the supplies covered by this work contemplated by this contract.

contract until they are delivered at the desigr..ited dehvery point, 10. EXAMIN ATIoN OF RECORD 8 py CoMPTRollJR GESr.RALregardless of the point of inspection; (ii) after delivery to the (a) This clause is appbcable if the amount of this, contrm tGovernment at the designated point and prior to acceptane iy exceeds $10,000 and was entered into by means of negotiata n.the Government or rejection and giving notice thereof by including small business restricted adsertis:ng, but is not appli-

.eGovernment, the Gosernment shall be responsible for the loss or cable if this contract was entered trao by means of formaldestruction of or damage te the supplies only if such loss,

adtrtising.destruction, or damage results from the negligence of officers, (b) The Contractor agrees that the Comptroller General of theagenta, or employees of the Government acting within the scope United mates or any of his duly authorned representativn shell,of their employment; and (iii) the Contractor shall bear all rirks until the expiration of 3 3 ears after final payment under thisa.s to rejected supplies after notice of rejection, except that the contract or such le. ser time specified in either Appendix M of theGovernment shall be responsible for the loss, or destruction of, or

s

Armed Services Procurement Regulation or the Federal Procure-damage to the supplies only if such lous, destruction nr damage ment Regulations Part 1-20, as appropriate, have acce% to andresults from the gross negligence of o!"cers, agents, or employeesof the Government acting within the scope of their employtnent. the right to examine any directly pertinent bonks, documents,

papers, and records of the Contractor involving transactions re-'7. PAYMENTS lated to this contract.

The Contractor shall be paid, upon the submission of proper (c) The Contractor further ngrees to include in all his sub-inv,oices or vouchers, the prices stipulated herein for supplies e ntracts hereunder a provision to the effect that the subcontcac-delivered and accepted or services rendered and accepted, less tor agrees that the Comptroller General of the United States ordeductions, if any, as herein provided. Unless otherwise specified, any of his duly authorized representatives shall, until the expira-payrnent will be made on partial deliveries accepted by the Gov- tion of 3 years after final payment under tha subcontract or suchernment when the amount due on such deliveries so warrants; lesser time specified in either Appendix M of the Armed Servicescr. when requested by the Contractor, payment for accepted par- Procurement Regulation or the Federal Procurement Regulationstial deliveries shall be made whenever such payment would equal Part 1-20, as appropriate, have access to and the right to examineor exceed either $1,000 or 50 percent of the total amount of this any directly pertinent books, documents, papers, and records of

such subcontractor, involving transactions related to the sub-contract.contract. The term "subcentract" as used in this clause excludes

8. ASSIGNMENT oF CwMS (1) purchase orders not exceeding $10,000 and (2) subcontracts(a) Pursuant to the provisions of the Assignment of Claims or purchase orders for public utility services at rates established

Act of 1940, as amended (31 U.S.C. 203, 41 U.S.C.15), if this for uniform applicability to the general pubbe.contract provides for payments aggrerating $1,000 or more, (d) The periods of necess and examination described in (b)claims for moneys due or to become due the Contractor from the and (c), above, for records which relate to (1) appeals underGovernment under this contract may be assigned to a bank, trust the " Disputes" clause of this contract, (2) litigatinn or thecompany, or other financing institution, including any Federal settlement of claim: arising out of the performance of this enn-lendine sceney, and may thereafter be further assigned and tract, or (3) costs and expenses of this contract as in w hich ex-reassigned to any such institution. Any such assignment or re. ception has been taken by the Comptroller General or any of hisassignment shall cover all amounts payable under this contract duly authorized representstives, shall continue until such appeals.and not already paid, and shall not be made to more than one litigation, claims, or exceptions have been dispused of.party, except that any such assignment or reassignment may bemade to one party as agent or trustee for two or more parties Dan'aparticipatmg in such financing. Unless otherwise provided in (a) The Government may, subject to the provisions of para.this contract, payrnents to an assignee of any moneys due or to graph (e) below, by written notice of default to the contractor,become due under this contract shall not, to the extent provided terminate the whole or any part of this contract in any nne ofin said Act, as amended, be subject to reduction or setoff. (The the following circumstances:preceding sentence applies only if this contract is made in time of (i) If the Contraett r fails to n ake delivery of tbc supplies orwar or national emergency as defined in said Act and is with the to perform the servicis within the time specifwd herein or anyI)epartment of Defense, the General Services Administration, the extensinn thereof; orEnergy Research and lievelopment Administration, the National (ii) If the Contrae1or fails to perform any of the other pro-Aeronautics and Space Administration, the Federal Aviation visions of this contract. or so fails to make precress as toAdministration, or any other department or agency of the United endanger performnne- of this enntract in acenrdance with itsStates designated by the President pursuant to Clause 4 of the terms, and in either of these two circumstances does not cureproviso of section 1 of the Assignment of Claims Act of 1940, as such failure within a period of 10 days (or such Inneer p< riedamended by the Act of May 15,1951,65 Stat. 41.) as the Contractme Omcer may authorize in writing) after

(bn In nn event shall copies of this contract nr of any plans, r7eipt of notice from the Contracting Omcor spocifymg such.<pm ifications, or utber similar documents relating to work under ' a d u re.t his contract, if marked " Top Secret," " Secret," or " Confidential." (b) In the event tha Government terminates this contract inba furnished to any a< signee of any claim arising under thir whole or in part as preaided in paragraph (a) of this clause, th-contract or to any nther person not entitled to receive the same. Government may procum, upon such terms and in <nch mannerlinw ever, a copy of any part or all of this contract so marked may as the Contractine Omcer may deem nppropriate, supplie= orhe furnished, or any information enntained therein may be dis, services similar tn those so terminated, and the Continetor shalfclo<ed, to such assic ?ee upon the prior written authorization of be liable to the Governn ent for any excess ensts for such similarthe Contracting Officer, supplies or services: Pr..rided, That the Contracter sball continuo

the performance of thi< contract to the extent ret terminated9. AnotrtoN u,IloNn SocURITYIf any surety upon any bond furnished in cornection with this under the provisions ofIhis clause,

contract becomes unacceptable to the Government or if any such (c) Except with re neet to defaults of <ubcontractors. the

hj UUa dibuh hgSTANDARD FORM 32 (Rev. 4 7$)

.

Contractor shall not be liable for any ueess costs if the f ailure to Ng Omcer, who shall reduce his decision to writing and mail orotherwise furnish a copy thereof to the Contractor. The decision

perform the contract arises out of causes beyond the control andwithout the fault or negligence of the Contractor. Such causes of the Contracting Omcer shall be nnal and conclusive unless,

may inclA but are not restricted to, acts of God or of the public within 30 days from the date of receipt of such copy, the Con-tractor mails or otherwise furnishes to the Contracting Omeer

enemy, acts of the Government in either its sovereign or con-tractual capacity, nres, floods, epidemies, quarantine restrictions, a written appeal addressed to the Secretary. The decision of the

strikes, freight embargoes, and unusually severe weather; but Secretary or his duly authorized representative for the determi-

in every case the failure to perform must be beyond the control nation of such appeals shall be final and conclusive unless de-

and without the fault or negligence of the Contractor. If the termined by a court of competent jurisdiction to have beenfraudulent, or capricious, or arbitrary, or so grossly crroneousfailure to perform is caused by the default of a subcontractor, as necessarily to imply bad faith, or not supported by substantialand if such default arises out of causes beyond the control of both

the Contractor and subcontractor, and without the fault or evidence. In connection with any appeal proceeding under this

negligence of either of them, the Contractor shall not be liable clause, the Contractor shall be afforded an opportunity to beheard and to orYer evidence in support of its appeal. l'ending

for any excess costs for failure to perform, unless the suppliesor services to be furnished by the subcontractor were obtainable nnal decision of a dispute hereunder, the Contractor shall proceed

from other sources in sumcient time to permit the Contractor to diligently with the performance of the contract and in acmrdancewith the Contracting Omcer's decision.

meet the required delivery schedule. (b) This " Disputes" clause does not preclude consideration of(d) If this contract is terminated as provided in paragraph(a) of this clause, the Government,in addition to any other rights law questions in connection with decisions provided for in para.

provided in this clause, may require the Contractor to transfer graph (a) above: Provided. That nothing in this enntract snall be

title and deliver to the Government, in the manner and to the construed as making final the decision of any admin stratim

extent directed by the Contracting 0$cer (i) any completed omeial, representative, or board on a question of law.

supplies, and (ii) such partially completed supplies and materials, 13. NOTICE AND ASSISTANCE REcARDINc PATENT ANDparts, tools, dies, jigs, fixtures, plans, drawings, information, COrYRIGHT INFR1NGEMENTand contract rights (hereinafter called " manufacturing ma.terials") as the Contractor has sp-cineally produced or spe. The provisions of this clause shall be applicable only if the

amount of this contract exceeds $10,000.cincally acquired for the performance of such part of this contract The Contractor shall report to the Contracting Omcer,as has been terminated; and the Contractor sha!!, upon direction (a)of the Contracting Omcer, protect and preserve property in promptly and in reasonable written detail, each notice or claim

posse =sion of the Contractor in which the Government has an of patent or copyright infringement based on the performance nfthis contract of which the Contractor has knowledge.

interest. Payrnent for completed supplies delivered to and ac.cepted by the Government shall be at the contract price. Payment (b) In the event of any claim or suit against the Government

for manufacturing materials delivered to and accepted by the on account of any alleged patent or copyright in fringementGovernment 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 Cortractor and Con. of any supplies furnished or work or services performed here-

tracting Omcer; failure to agree 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 Omeer, all evidence and information

this contract entitled " Disputes." The Government may withhold in possession of the Contractor pertaining to such suit or claim.

from amounts otherwise due the Contractor for such completed Such evidence and information shall be furnished at the expensof the Government except where the Contractor has agreed to

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

against loss because of outstanding liens or claims of former lien 14. Bt:Y AMERICAN AcTholders.

(e) If. after notice of termination of this enntract under the(a) In acquiring end products, the Buy American Act (41 U.S.

Code 10 a-d) provides that the Government gise preference toprovisions of this clause,it is determined for any reason that theContractor was not in default under the provisions of this clause, domestic source end products. For the purpose of this clause:

or that the default was excusable under the provisions of this (i) " Components" means those articles, materials and .<up-

clause, the rights and obligations of the parties shall, if the con. plies, which are directly incorporated in the end products;

trnet contains a clause providing for termination for convenience (ii) "End products" means those articles, materials, andof the Government, be the same as if the notice of termination supplies, which are to be acquired under this contract for public

had been issued pursuant to such clause if, after notice of termi- use; and

nation of this contract under the provisions of this clause, it is (iii) A " domestic sourm end prnduct" means ( A) an un-determined for any reason that the Contractor was not in default manufactured end product which has been mined or produced

in the United States and (B) an end product manufactured inunder the provisions of this clause, and if this contract does not the Ur.ited States if the cost of the components thereof whichcontain a claume providing for termination for convenience of theGovernment, the contract shall be equitably adjusted to compen. are mined, produced, or mar.ufactured in the t'nited States ex-

sate for such termination and the contract modified accordingly; ceeds 50 percent of the cost of all its components For thefadure to agree to any <uch adjustment shall be a dispute con. purposes of this (a)(iii)(B), components of foreign origin ofcerning a question of fact within the meaning of the clause of this the same type or kind as the products raferred to in th)(it) or

fili) of this clause shall be treated as components mined, pro-contract entitled "flisputes."(f) The ruchts and remedies of the Government provided in this duced or manufacturrd in the United States.

clause shall not be exclusive and are in addition to any other (h) The Cantractor acrees that thera will Im deliverad un+rthis contract on!y domestic source end pmducts. evep' .ndryhts an i remerhes provided by law or under this contract.

(g) As u=ed in paragraph (c) of this clause, the terms "sub- products:(1) Which are for use nutside the United State <;contractor" and " subcontractors" mean subcontractnr(s) at (ii) Which the Government datermines are not mined. pro-any tier. duced, or manufacturad in the United States in sunient and

10. DISPt'1ES reasonably available commercial quant: tics and of a mtisiactog

(a) Except as otherwise provided in this contract, any dispute quality;concerning a question of fac. arising under this contract which (iii) As to which the Secretary Jcterminea t he domcmeis not disposed of by agreement shall be decided by the Contract- preference to be inconnstcnt with the public intercet: er

961 0122(iv) As to which the Secretary determines the cost to the interpretations of the Secretary of Labor which are now or may

Government to be unreasonable. hereafter be in effect.(The foregoing requirements are administered in acemlance

with Executive Order No.10582, dated December 17,1954.) 18. EQUAL Orroatt:Nin(The following clause is applicable unless this contract is ex-

15. Convict LAmos empt under the rules, regulations, and relevant orders of theIn connection with the performance of work under this contract, Suretary of Labor (41 CFR,ch. 60).)

the Contractor agrees not to employ any person undergoing sen- During the performance of this contract, the Contractor agreestence of imprisonment at hard labor execpt as provided by Public as follows:Law 89-176, September 10,1965 (18 U.S.C. 4082(e)(2)) and (a) The Contractor will not discriminate against any employeeExecutive Order 11755, December 19,1973. or applicant for employment because of race, color, religion, sex,

16. CONTRACT Wont Hot'R8 AND SAM:TY STANDARDS ACT-r national origin. The Contractor will take amrmatise action to

Ovr.aTIME COMrENSATION '

treated during employment, without regard to their race, color,This contract. to the extent that it is of a character specified religion, sex, or national origin. Such action shall include, but not

in the Contract Work Hours and Safety Standards Act (40 U.S.C. be limited to, the following: Employment, upgrading, demotion,327-333), is subject to the following provisions and to all other or transfer; recruitment or recruitment advertising; layoff orapplicable provisions and exceptions of such Act and the regula- termination; rates of pay or other forms of compensation; andtions of the Secretary of Labor thereunder. selection for training, including apprenticeship. The Contractor

(a) Overtime requirementa. No Contractor or subcontractor agrees to post in conspicuous places, available to employees andcontracting for any part of the contract work which may require applicants for employment, notices to be provided by the Con-or involve the employment of laborers, mechanics, apprentices, tracting Officer setting forth the provisions of this Equal Oppor-trainaes, watchmen, ind guards shall require or permit any tunity clause.laborer, mechanic, apprentice, trainee, watchman, or guard in (b) The Contract..r wil:, in all solicitations or advertisementsany workweek in which he is employed on such work to work in for employees place.1 by or on behalf of the Contractor, stateexcess of eight hours in any calendar day or in excess of forty that all qualified 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 nationalContract Work Hours and Safety Standards Act unless such origin.laborer, mechanie, apprentice, trainee, 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 providedhours in any calendar day or in excess of forty hours in auch by the agency Contracting Officer, advising the labor union orworkweek, whichever is the greater number of overtime hours. workers' representative of the Contractor's commitments undet

(b) Violation; liability for unpaid wages; liquidated darrages, this Equal Opportunity clause, and shall post copies of the noticeIn the event of any violation of the provisions of paragraph (a), in conspicuous places available to employees and applicants forthe 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 with sll provisions of E::eemtion, such Contractor and subcontractor shall be liable to the tive Order No.11246 of September 24, 1965, as amended byUnited States for liquidated damages. Such liquidated damares Executive Order No.1137i of Octohar 13,1967, and of the rules,aball be computed with respect to each individual laborer, regulations, and relevant ,,rders of the Secretary of Labor.mechanic, apprentiec, trainee, watchman or guard employed in (e) The Contractor will furnish all information and reportsviolation of the provi= ions of paragraph (a) in the sum of $10 required by Executive Order No.1124G of September 24, 1965,for 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 ofor in excesa of his standard workweek of forty hours without pay- Labor, or pursuant thereto, and will permit access to his 1,ooks,ment of the overtime wages required by paragraph (a). records, and accounts by the contracting agency and the Secretary

(c) Withholding for unpaid wares and liquidated damstes. The of Labor for purposes of investigation to ascertain complianceContracting 05eer may withhold from the Government Prime with such rules, regulations, and orders.Contractor, from any moneyn payable on account of work per- (f) In the event of the Contractor's noncompliance with theformed by the Contractor or subcontractor, such sums as may Equal Opportunity clause of this contract or with any of theadministratively be determined to be necessary to satisfy any said rules, regulations. or orders, this contract may be canceled,liabilities of such Contractor or subcontractor for unpaid wages terminated. or suspended, in whole or in part, and the Contractorand liquidated damages as provided in the provisions of para- may be declared ineligible for further Governr.ient contracta ingraph (b). accordance with procedures authorized in Executive Order No.

(d) Subcontracts. The Contractor shall insert paragraphs (a) 11246 of September 24,1965, as amended by Executive Order No.through (d) of this clause in all subcontracts, and shall require 11375 of October 13,1967, and such other sanctions may be im-their inclusion in all subcontracts of any tier. posed and remedies invoknd as provided in Executive Order No.

(e) Records. The Contractor shall maintain payroll records 11246 of September 24,1965, as amended by Executive Order No.containing the information specified in 29 CFR 516.2(a). Such 11375 of October 13,1967, or by rule, regulatic,, or order of therecords 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 pararraphs

(a) through (g) in every subcontract or purchase order unless17 W AMH-IIEMCY pun!!C CONTRWrS Ac7 exempted by rules, reculations, or orders of the Secretary of

!f this contract is for the manufacture or furnishing of Labor issued pursuant to section 204 of Executive Order No.n:nterials, supplies, articles. or equipment in an amount which 11246 of September 24,1905, as amended by Executive Order No.exceeds or may exceed $10,000 and is otherwise subject to the 11375 of October 13,1967, so that such provisions will be bindingWalsh.IIcaley Public Contracts Act, as amended (41 U.S. Code upon each subcontractor or vendor. The Contractor will take such%45), there are hereby incorporated by reference all represen- action with respect to any subcontract or purchase order as thetations and aMpulations required by said Act and regulations contracting agency may direct as a means of enforcing suchissued thereunder by the Secretary of Labor, such representa- provisions, including sanctions for noncompliance: Provided,tions and stipulations being subject to sit applicable rulings and however, That in the event the Contractor becomes involved in.

D[af \STANDARD FORM 32 (Rev. 4-75) 4

h dhb

or is threatened with, litigation with a subcontractor or vendor small business concerns; (2) other certined-cligible concerns withas a result of such direction by the contracting agency, the Con- a nrst preference; (3) certined-eligible concerns with a secondtractor may request the United States to enter into such lit'gstion preference which are also small busine<a concerns; (4) otherto protect the interests of the United States. certiSed-eligible concerns with a second preferenec; (H per.

sistent or substantial labor surplus area concerns which are also19. OrFICIAIJ NOT TO BENEFIT small business concerns; (6) other persistent or substantial lalmr

No member of or delegate to Congress, or resident Commis- surplus area concerns; and (7) small business concerns whichsioner, shall be admitted to any share or part of this contract, or are not labor surplus area concerns.to any benent that may arise therefrom; but this provision shall

23. UTitizATios or MINontTY BUSINESS ENTERratu snot be construed to extend to this contract if made with a corpo.ration for its geners! benent. ( s) It is the policy of the Government that minority businesa

enterpr,*es shall have the maximum practicable apportunity to20. COVENANT AcAINST CONT 1NCENT FEES participate in the performance of Government contracts.

The Contractor warrants that no persca or selling agency has (b) The Contractor agrees to une his best edorts to carry outbeen employed or retained to solicit or secure this contract upon this policy in the award of his subcontracts to the fullest extentan agreement or understanding for a commission, percentage, consistent with the emeient performance of this contract. Asbrokerage, or contingent fee, excepting bona nde employees or used in this contract, the term " minority business enterprise"hona nde established commercial or selling agencies maintained means a business, at least 50 percent of v.nich is ow ned byby the Contractor for the purpose of securing business. For minority group members or, in case of publicly owned businesses,breach or violation of this warranty the Gmernment shall have at least 51 percent of the stock of which is owned by minoritytha right to annul this contract without liability or in its discre- group members. For the purposes of this de6nition, minoritytion to deduct from the contract price or consideration, or other- group members are Negree , Spanish speaking American persons,wise recover, the full amount of such commission, percentage. American-Oriertals, American-Indians, American Esbmos, andbrokerage, or contingent fee. American Aleuts. Contractors may rely on written representa.

21. UTruzATION or S%f AU. Bl*SINESS CONCERNS tions by subcontractMs regardirt their status as minority busi-ness enterprises in lieu of an independent investigation.(a) It is the policy of the Government as declared by the Con-

gress that a fair proportion of the purchases and contracts for 24. PRICisc or ADJt'Staf ENTSsupplies and services for the Government be placed with small When costs are a factor in any determination of a enntractbusiness concerns. price adjustment pursuant to the Changes clause or sny other

(b) The Contractor agrees to accomplish the maximum amount provision of this contract, such costs shall be in acenrdance withof subcontracting to small business concerns that the Contractor the contract cost principles and procedures in Part 1-1~ of theands to be consistent with the escient performance of this Federal Procurement Regulations (41 C/R 1-15) or Section XVcontract. of the Armed Services Prw.arement Regulation, as applicable.

which are in effect on the date of this contract.21 UTtuzAT10N or LABOR St*Rrt.t's AREA CONCERNS(a) It is the policy of the Government to aw'ird contracts to 25. PAYSf ENT Or INTCREST ON CONTRACTORS' Ct.AISf 8

labor surplus area concerns that (1) have been certined by the (a) If an appeal is Aled by the Contractor from a 6nal decisionSecretary of Labor (hereafter referred to as ecrtined-eligible of the Contracting Omcer under the Disputes clause of this con-enneerns with Arst or second preferences) regarding the employ- tract denying a claim ari ing under the contract, simple interestment of a proportionate number of disadvantaged individuals and on the amount of the claim Anally detennined owed by the Govern.have agreed to perform subatantially (1) in or near sections of ment shall be payable to the lontractor. Such interest shall be atconcentrated unemployment ar underemployment or in persistent the rate determined by the Secretary of the Treasury pursuant toor substantial labor surplus areas or (ii) in other areas of the Public Law 92-41,85 Stat. 97, from the date the Contractor 'ur-

United States, r?spectively, or (2) are noncerti6ed concerns nishes to the Contracting Omcer his written appeal und** thewhich have agreed to perform substantially in persistent or sub- Disputes clause of this contract, to the date of (1) a 6nal jude.stantial labor surplus ar(as, where this can be done consistent ment by a court of enmpe'ent jurisdiction, or (2) mailing to thewith the eficient performance of the contract and at prices no Contractor of a supplemental agreement for execution either con-higher than are obtainable elsewhere. The Contractor agrees to Arming completed negotiations between the parties or carryinguse his best efforts to place his subcontracts in acccrdance with out a decision of a board of contract appeals.this policy. (b) Notwithstanding (a), above, (1) interest shall be applied

(' , In complying with paragrapc (a) of this clause and with only from the date pav.nent was due. if such date in later thanparagraph (b) of the clause of this contract entitled " Utilization the 61ing of appeal, and (2) interest shall not he paid for anyof Small Business Concerns'' the Contractor in placing his sub- periot of time that the Contracting Oncer determines the Con-contracts shall observe the following order of preference: (1) tractor has unduly delayed in pursuine his remedies be ore aCertined-eligible concerns with a orst preference which are also board of centract appea!s or a court of competent jurisdiction.

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5 STANDARD FOW 32 (Rev. 4-7%< rosv u e vv +ie i s - .

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FPR CHANGES AND NRC ADDITIONS TO STANDARD FORM 32 (1-16.101(c))GENERAL PROVISIONS (SUPPLY CONTRACT)

(June 1976)ADDITIONS CONSIST OF ARTICLES THROUGH .

26. ALTERATIONS

The following alterations to the provisions of Standard Form 32, GeneralProvisions, of this contract were made prior to execution of the contractby the parties:

1. DEFINITIONS

a. The following paragraph (d) is added to this clause:

"(d) The term " Commission" or "NRC" means the United States NuclearRegulatory Commission or any duly authorized representative thereof,including the Contracting Of ficer except for the purpose of decidingan 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 foremployment because he or she is a disabled veteran or veteran of the Vietnamera in regard to any position for which the employee or applicant foremployment is qualified. The contractor agrees to take affirmative actionto employ, advance in employment, and otherwise treat qualified disabledveterans and veterans for the Vietnam era without discrimination based upon

their disability or veterans status in all employment practices such as thefollowing: employment upgrading, demotion or transfer, recruitment, adver-tising, laycf f or termination, rates of pay or other forms of compensation,and selection for training, including apprenticeshlp.

b. The contractor agrees that all suitable employment openings of the contractorwhich exist at the time of the execution of this contract and those whichoccur during the performance of thia contract, including those not gereratedby this contract and including those occurring at an establishment of thecontractor other than the one wherein the contract is being performed butexcluding those of independently operated corporate affiliates, shall belisted at an appropriate local of fice of the State employment service systemwherein the opening occurs. The contractor further agrees to provide suchreports to such local of fice regarding employment openings and hires as maybe required.

State and local government agencies holding Federal contracts of $10,000 ormore shall also list all their suitable openings with the appropriate officeof the State employment service, but are not required to provide those reportsset forth in paragraphs (d) and (e).

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c. Listing of employment openings with the employment service system pursuant tothis clause shall be made at least concurrently with the use of any otherrecruitment source or ef fort and shall involve the normal obligations which

attach to the placing of a bona fide job order, including the acceptance ofreferrals of veterans and nonveterans. The listing of employment openings

does not require the hiring of any particular job applicant or from anyparticular group of job applicants, and nothing herein is intended to relievethe contractor from any requirements in Executive orders or regulations regard-ing nondiscrimination in employment.

d. The reports required by paragraph (b) of this clause shall include, but not belimited to, periodic reports which shall be filed at least quarterly with theappropriate local of fice or, where the contractor has more than one hiringlocation 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 number of nondisabled veteransof the Vietnam era hired. (3) the number of disabled veterans of the Vietnam erahired, and (4) the total number of disabled veterans hired. The reports shouldinclude 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 eachreporting period wherein any performance is made on this contract identifyingdata for each hiring location. The contractor shall maintain at each hiringlocation copies of the reports subnitted until the expiration of one year af terfinal payment under the contract, during which time these reports and relateddocumentation shall be made available, upon request, for examination by anyauthorized representatives of the contracting officer or of the Secretary ofLabor. Documentation would include personnel records respecting job openings,recruitment, and placement.

e. Whenever the contractor becomes contractually bound to the listing provisionsof this clause, it shall advise the employment service system in each Statewhere it has establishments of the name and location of each hiring locationin the State. As long as the contractor is contractually bound to theseprovisions and has so advised the State system, there is no need to advisethe State system of subsequent contracts. The contractor may advise theState system when it is no longer bound by this contract clause.

f. This clause does not apply to the listing of e=ployment openings which occurand 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 notapply to noenings which the contractor proposes to fill from within his ownorganization or to fill pursuant to a customary and traditional employer-union hiring arrangement. This exclusion does not apply to a particularopening once an employer decides to consider applicants outside of his ownorganization or employer-union arrangement for that opening.

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h. As used in this clause:

(1) "All suitable employment openings" includes, but is not limited to,openings which occur in the following job categories: production andnon-production; plant and office; laborers and mechanics; supervisoryand nonsupervisory; technical; and executive, administrative, and pro-fessional openings that are compensated on a salary basis of less than$25,000 per year. This term includes full-time employment, temporary

Itemployment of more than 3 days' duration, and part-time employment.does not include openings which the contractor proposes to fill fromwithin his own organization or to fill pursuant to a customary andtraditional 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 notbe suitable for listing, including such situations where the needs ofthe 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 thelocal office of the Federal / State national system of public employmentof fices with assigned responsibility for serving the area where theemploycent 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 ownorganization" means employment openings for which no consideration willbe given to persons outside the contractor's organization (includingany affiliates, subsidiaries, and the parent companies) and includesany openings which the contractor proposes to fill from regularlyestablished " recall" lists.

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

1. The contractor agrees to comply with the rules, regulations, and relevantorders of the Secretary of Labor issued pursuant to the Act.

In the event of the contractor's noncompliance with the requirements of thisj.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.

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

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theand advance in employment qualified disabled veterans and veterans ofVietnam era for employment, and the rights of applicants and employees.

The contractor will notify each labor union or representative of workers with1. understandingwhich it has a collective bargaining agreement or other contractthe contractor is bound by terms of the Vietnam Era Veteran's Readjustmentthat

Assistance Act and is committed to take affirmative Action to employ andadvance in employment qualified disabled veterans and veterans of the Vietnamera.

The contractor will include the provisions of this clause in every subcontractm.or purchase order of $10,000 or more unless exempted by rules, regulations, ororders of the Secretary issued pursuant to the Act, so that such provisionswill be binding upon each subcontractor or vendor. The contractor will takesuch action with respect to any subcontract or purchase order as theDirector of the Of fice of Federal Contract Compliance Programs may directto enforce such provisions, including action for noncompliance.

28. EMPLOYMENT OF THE HANDICAPPED (FPR Temp. Reg. 38)

forThe contractor will not discriminate against any employee or applicanta.employment because of physical or mental handicap in regard to any positionfor which the employee or applicant for employment is qualified. Thecontractor agrees to take af firmative action to employ, advance in employmentand otherwise treat qualified handicapped individuals without discriminationbased upon their physical or mental handicap in all employment practicessuch as the fallowing: employment, upgrading, demotion or transfer, re-cruitment, advertising, layof f or termination, rates of pay or other formsof compensation, and selection for training, including apprenticeship.

b. The contractor agrees to comply with the rules, regulations, and relevantorders of the Secretary of Labor issued pursuant to the Rehabilitation Actof 1973 as amended ,

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

d. The Contractor agrees to post in conspicuo us places, available to employeesand applicants for employment, notices in a form to be prescribed by theDirector, office of Federal Contract Compliance Programs, Department of Laborprovided by or through the Contracting Officer. Such notices shall statethe contractor's obligation under the law to take affirmative action toemploy and advance in employment qualified handicapped employees and appli-cants for employment, and the rights of applicants and employees.

The Contractor will notify each labor union or representative of workerse.with whleh it has a collective bargaining agreement or other contract on.le r -standing that the contractor is bound by the terms of section 503 of theAct, and is committed to take af firmative action to employ and advance inemployment physically and mentally handicapped individuals.

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The Contractor will include the provisions of this clause in every sub-f.

contract or purchase order of $2,500 or more unless exempted by rules, rer,-to section 501ulations, or orders of the Secretary of Labor issued pursuantso that such provisions will be binding upon each subcontractorof the Act,

or vendor. The Contractor will take such action with respect to any subcon-tract or purchase order as the Director of the Office of Federal ContractCompliance Programs may direct to enforce such provisions, including actionfor noncompliance.

29. CLEAR AIR AND WATER (1-1.2302)or the Contracting Officer has

(Applicable only if the contract exceeds $100,000,determined that orders under an indefinite quantity contract in any one year willof a convictionexceed $100,000 or a facility to be used has been the subjectunder the Clear Air Act (42 U.S.C.1957c-8(c) (1)) or the Federal Water Pollutionis notControl Act (33 U.S.C. 1319(c)) and is listed by EPA, or the contractotherwise exempt.)

The Contractor agrees as follows:a.

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

L. 91-604) and section 308 of the Federal Water Pollution ControlAct (33 U.S.C. 1251 et seq., as amended by Pub. L. 95-500), respec-tively, relating to inspection, monitoring, entry, reports, andinformation, as well as other requirements specified in section 114and section 308 of the Air Act and the Water Act, respectively, andall regulations and guidelines issued thereunder before the awardof the contract.

(2) That no portion of the work required by this prime contract will beperformed in a facility listed on the Environmental ProtectionAgency List of Violating Facilities on the date when this contractwas awarded unless and until the EPA eliminates the name of suchf acility or f acilities from such listing.

To use his best ef forts to comply with clean air standards and clean(3) water standards at the f acility in which the contract is beingperformed.

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

The terms used in this clause have the following meanings:b.

(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 Pollutica Control Act , as

amended (33 U.S.C. 1251 et. seq., as amended by Pub. L. 92-500).

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(3) The term " clean air standards" means any enforceable rules, regulations,guidelines, standards, limitations, orders, controls, prohibitions, orother requirements which are contained in, issued under, or otherwiseadopted pursuant to the Air Act or Executive Order 11738. an applicableimplementation plan as described in section 110(d) of the Clean Air Act(42 U.S.C.1857c-5(d)), an approved implementation procedure or planunder section lil(c) or section lil(d), respectively, of the Air Act(42 U.S.C.1857(c) or (d)), or an approved implementation procedure undersection 112(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 adischarger by the Environmental Protection Agency or by a State underan approved program, as authorized by section 402 of the Water Act (33U.S.C.1342), or by local government to ensure compliance with pretreat-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 orderedor approved by a court of competent jurisdiction, the EnvironmentalProtection Agency or an air or water pollution control agency in accor-dance with the requirements of the Air Act or Water Act and regulationsi~ sued 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 subcontractor, to beutilized in the performance of a contract or subcontract. Where alocation or site of operations contains or includes more than onebuilding, plant, installation, or structure, the entire location orsite shall be deemed to be a facility except where the Director, Of ficeof Federal Activities, Environmental Protection Agency, determines thatindependent facilities are collocated in one geographical area.

30. FEDERAL, STATE, AND LOCAL TAXES (1-11.401-1(c))

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

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

1. Results in the Centractor being required to pay or bear the burden ofany such Federal excise tax or duty or increase in the rate thereofwhich would not otherwise have been payable on such transactions orproperty, the contract price shall be increased by the amount of suchtax or duty or rate increase: Provided, that the Contractor if requested

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902 OLZZfor suchby the Contracting Officer, warrants in writing that no amount

newly imposed Federal excise tax or duty or rate increase was included inthe contract price as a contingency reserve or otherwise; or

(2) Results in the Contractor not being required to pay or bear the burdenof, or in his obtaining a refund or drawback of, any such Federal excisetax or duty which would otherwise have been payable on such trans 2ctionsor 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,or drawback, or the amount shall be paid to Government, as directed bythe Contracting Officer. The contract price shall be similarly decreasedif the Contractor, through his fault or negligence or his failure tofollow instructions of the Contracting Officer, is required to pay orbear the burden of, or does not obtain a refund or drawback of, any suchFederal excise tax or duty,

No adjustment pursuant to paragraph (b) above will be made under this contractc.unless the aggregate amount thereof is or may reasonably be expected to beover $100.

d. As used in paragraph (b) above, the term " contract date" means the date setfor the bid opening, or if this is a negotiated contract, the date of thiscontract. As to additional supplies or services procured by modification tothis contract, the term " contract date" means the date of such modification.

e. Unless there does not exist any reasonable basis to sustain an exemption, theGovernment, upon request of the Contractor, without further liability, agrees,except as otherwise provided in this contract, to furnish evidsnee appropriateto establish exemption from any tax which the Contractor warrants in writingwas excluded from the contract price. In addition, the Contracting Of icer

may furnish evidence to establish exemption from any tax that nay, pursuant to

this clause, give rise to either an increase or decrease in the contractprice. Except as otherwise provided in this contract, evidence appropriate toestablish exemption from duties will be furnished only at the discretion ofthe Contracting Officer.

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

31. TERMINATION FOR CONVEN1ENCE OF THE GOVERNMENT (1-8.701)

The performance of work under this contract may be terminated by the Governmenta.in accordance with this clause in whole, or from time to time in part, wheneverthe Contracting Of ficer shall determine that such termination is in the bestinterest of the Government. Any such termination shall be effected by deliveryto the Contractor of a Notice of Termination specifying the extent to whichperformance of work under the contract is terminated, and the date upon whichsuch termination becomes effective.

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b. After receipt of a Notice of Termination, and except as otherwise directed bythe Contracting Of ficer, the Contractor shall:

(1) Stop work under the contract on the date and to the extent specified inthe Notice of Termination;

(2) Place no further orders or subcontracts for materials, services, orfacilities, except as may be necessary for completion of such portion ofthe work under the contract as is not terminated;

(3) Terminate all orders and subcontracts to the extent that they relate tothe performance of work terminated by the Notice of Termination;

(4) Assign to the Government, in the manner, at the times, and to the extentdirected by the Contracting Officer, all of the right, title, and interestof the Contractor under the orders and subcontracts so terminated, inwhich case the Government shall have the right, in its discretion, tosettle or pay any or all claims arising out of the termination of suchorders and subcontracts;

(5) Settle all outstanding liabilities and all claims arising out of suchtermination of orders and subcontracts, with the approval or ratificationof the Contracting Officer, to the extent he may require, which approvalor 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, (1) thefabricated or unfabricated parts, work in process, completed work, supplies,and other material produced as a part of, or acquired in connection withthe performance of, the work terminated by the Notice of Termination, and(ii) the completed or partially completed plans, drawings, informationand other property which, if the contract had been completed, would havebeen 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 ContractingOf ficer, any property of the types referred to in (6) above: Provided,hoocver, That the Contractor (1) shall not be required to extend creditto any purchaser, and (ii) may acquire any such property under the condi-tions prescribed by and at a price or prices approved by the ContractingOfficer: And provided further, That the proceeds of any such transfer ordisposition shall be applied in reduction of any payments to be made bythe Government to the Contractor under this contract or shall otherwisebe credited to the price or cost of the work covered by this contract orpaid in such other manner as the Contracting Officer may direct;

(8) Complete performance of such part of the work as shall not have beenterminated by the Notice of Termination; and

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

At any time af ter expiration of the plant clearance period, as defined inSubpart 1-8.1 of the Federal Procurement Regulations (41 CFR 1-8.1), asthe definition may be amended from time to time, the Contractor maysubmit to the Contracting Officer a list, certified as to quantity andquality, of any or all items of termination inventory not previously dis-posed of, exclusive of items the disposition of which has been directedor authorized by the Contracting Officer, and may request the Governmentto remove such items or enter into a storage agreement covering them.Not later than fifteen (15) days thereafter the Government will accepttitle to such items and remove them or enter into a storage agreementcovering the same: Provided, That the list submitted shall be subject to

verification by the Contracting Officer upon removal of the items or, ifthe 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 assubmitted shall be made prior to final settlement.

After receipt of a Notice of Termination, the Contractor shall submit to thec.Contracting Officer his termination claim, in the form and with certificatioiprescribed by the Contracting Of ficer. Such claim shall be submitted promptlybut in no event later than one year from the effective date of termination,unless one or more extensions in writing are granted by the Contracting Officerupon request of the Contractor made in writing within such one-year period orauthorized extension thereof. However, if the Contracting Officer determinesthat the facts justify such action, he may receive and act upon any suchtermination claim at any time after such one-year period or any extensionthereo f. Upon failure of the Contractor to submit his termination claimwithin the time allowed, the Contracting Officer may, subject to any reviewrequired by the contracting agency's procedures in effect as of the date ofexecution of this contract, determine, on the basis of information availableto him, the amount , if any, due to the Contractor by reason of the terminationand shall thereupon pay to the Contractor the amount so determined,

d. Subject to the provisions of paragraph (c), and subject to any review requiredby the contracting agency's procedures in effect as of the date of executionof this contract, the Contractor and the Contracting Officer may agree uponthe whole or any part of the amount or amounts to be paid to the Contractor byreason of the total or partial termination of work pursuant to this clause,which amount or amounts may include a reasonable allowance for profit on workdone: Provided, That such agreed amount or amounts, exclusive of settlementcosts, shall not exceed the total contract price as reduced by the amount ofpayments otherwise made and as further reduced by the contract price of worknot terminated. The contract shall be amended accordingly, and the Contractorshall be paid the agreed amount. Nothing in paragraph (e) of this clause,prescribing the amount to be paid to the Contractor in the event of failure ofthe Contractor and the Contracting Officer to agree upon the whole amount to

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be paid to the Contractor by reason of the termination of work pursuant to

this clause, shall be deemed to limit, restrict, or otherwise determine oraffect the amount or amounts which may be agreed upon to be paid to theContractor pursuant to this paragraph (d).

In the event of the f ailure of the Contractor and the Contracting Of ficer toe.agree as provided in paragraph (d) upon the whole amount to be paid to theContractor by reason of the termination of work pursuant to this clause, theContracting Of ficer shall, subject to any review required by the contractingagency'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 dueto the Contractor by reason of the termination and shall pay to the Contractorthe amounts determined as follows:

(1) For completed supplies accepted by the Government (or scid or acquired asprovided in paragraph (b) (7) above) and not theretofore paid for, a sumequivalent to the aggregate price for such supplies computed in accordancewith the price or prices specified in the contract, appropriately adjustedfor any saving of freight or other charges;

(2) The total of--(i) 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 bepaid for under paragraph (e) (1) hereof;

(ii) The cost of settling and paying claims arising out of the terminationof work under subcontracts or orders, as provided in paragraph (b)(5) above, which are properly chargeable to the terminated portionof the contract (exclusive of amounts paid or payable on account ofsupplies or materials delivered or services furnished by subcontractorsor 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 of ficerpursuant to 5 1-8.303 of the Federal Procurement Regulations (41 CFRl-8.303), in effect as of the date of execution of this contract, to

be f air and reasonable: Provided, hcuever, That if it appears thatthe contractor would have sustained a loss on the entire contracthad it been completed, no profit shall be included or allowed underthis subdivision (iii) and an appropriate adjustment shall be madereducing the amount of the settlement to reflect the indicated rateof loss; and

(3) The reasonable costs of settlement, including accounting, legal, clerical,and other expenses reasonably necessary for the preparation of settlementclaims and supporting data with respect to the terminated portion of the

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contract and for the termination and settlement of subcontracts thereunder, together with reasonable storage, transportation, and othercosts incurred in connection with the protection or disposition ofproperty allocable to this contract.

The total sum to be paid to the Contractor under (1) and (2) of thisparagraph (e) shall not exceed the total contract price as reduced by theamount of payments otherwise made and as further reduced by the contractprice of work not terminated. Except for normal spoilage, and except tothe extent that the Government shall have otherwise expressly assumedthe risk of loss, there shall be excluded from the amounts payable to theContractor as provided in (e) (1) and (2) (i) above, the fair value, asdetermined 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 clause shall be in accordance with the applicable contract costprinciples and procedures in Part 1-15 of the Federal Procurement Regulations(41 CFR 1-15) in effect on the date of this contract.

The Contractor shall have the right to appeal, under the clause of this contractg.entitled " Disputes," from any determination made by the Contracting Of ficerunder paragraph (c) or (e) above, except that, if the Contractor has failed tosubmit his claim within the time provided in paragraph (c) above and hasfailed to request extension of such time, he shall have no such right ofappeal. In any case where the Contracting Officer has made a determination ofthe amount due under paragraph (c) or (e) above, the Government shall pay tothe Contractor the following: (1) if there is no right of appeal hereunder orif no timely appeal has been taken, the amount so determined by the ContractingOf ficer; or (2) if an appeal has been taken, the amount finally determined onsuch appeal.

h. In arriving at the amount due the Contractor under this clause there shall bededucted (1) all unliquidated advance or other payments on account theretoforemade to the Contractor, applicsble to the terminated portion of this contract;(2) any claim which the Goverament may have against the Contractor in connectionwith this contract; and (3) the agreed price for, or the proceeds of sale of,any materials, supplies, or other things acquired by the Contractor or sold,pursuant to the provisions of this clause, and not otherwise recovered by orcredited to the Government.

i. If the tennination hereunder be partial, prior to the settlement of the termi-nated portion of this contract, the Contractor may file with the ContractingOfficer a request in writing for an equitable adjustment of the price orprices specified in the contract relating to the continued portion of the

(the portion not terminated by the Notice of Termination), and suchcontractequitable adjustment as may be agreed upon shall be made in such price orprices.

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j. The Government may from time to time, under such terms and conditionsas it may prescribe, make partial payments and payments on account againstcosts incurred by the Contractor in connection with the terminated portionof this contract whenever in the opinion of the Contracting Officer theaggregate of such payments shall be within the amount to which the Contractorwill be entitled hereunder. If the total of such payments is in excess ofthe amount finally agreed or determined to be due under this clause, suchexcess shall be payable by the Contractor to the Government upon damand,together with interest computed at the rate of 6 percent per annum for theperiod from the date such excess payment is received by the Contractor tothe date on which such excess is repaid to the Government: Provided,hauever, That no interest shall be charged with respect to any such excesspayment attributable to a reduction in the Contractor's claim by reason ofretention or other disposition of termination inventory until ten days af terthe date of such retention of disposition, or such later date as determinedby the Contracting Officer by reason of the circumstances.

k. Unless otherwise provided for in this contract, or by applicable statute,the Contractor, from the effective date of termination and for a period ofthree years after final settlement under this contract, shall preserve andmake available to the Government at all reasonable times at the office ofthe Contractor but without direct charge to the Government, all his books,records, documents, and other evidence bearing on the costs and expenses ofthe Contractor under this contract and relating to the work terminatedhereunder, or, to the extent approved by the Contracting Officer, photographs,microphotographs, or other authentic reproductions thereof.

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

The Contractor agrees to establish and conduct a program which will enablea.minority business enterprises (as defined in the clause entitled " Utilizationof Minority Business Enterprises") to be considered f airly as subcontractorsand suppliers under this contract. In this connection, the Contractor shall--

(1) Designate a liaison of ficer who will administer the Contractor'sminority business enterprises program.

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

(3) Assure that known minority business enterprises will have an equitableopportunity to compete for subcontracts, particularly by arrangingsolicitations, time for the preparation of bids, quantities, specifica-tions, and delivery schedules so as to facilitate the participation ofminority business enterprises.

(4) Maintain records showing (1) procedures which have been adopted to complywith the policies set forth in this clause, including the establishmentof a source list of minority business enterprises, (ii) awards to minoritybusiness enterprises on the source list, and (iii) specific efforts toidentify and award contracts to minority business enterprises.

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(5) Include the Utilization of Minority Business Enterprises clause insubcontracts which of f er substantial minority business enterprisessubcontracting opportunities.

(6) Cooperate with the Contracting Officer in any studies and surveys ofthe Contractor's minority business enterprises procedures and practicesthat the Contracting Officer may from time to time conduct.

(7) Submit periodic reports of subcontracting to known minority businessenterprisec with respect to the records referred to in subparagraph (4),above, in such form and manner and at such time (not more often thanquarterly) as the Contracting Officer may prescribe.

b. The Contractor further agrees to insert, in any subcontract hereunder whichmay exceed $500,000, provisions which shall conform substantially to thelanguage of this clause, including this paragraph (b), and to notify theContracting Of ficer of the names of such subcontractors.

33. PREFERENCE FOR U.S. FLAG AIR CARRIERS (14 323-2)

Pub. L. 93-623 requires that all Federal agencies and Government contractorsa.and subcontractors will use U.S. flag air carriers for international airtransportation of personnel (and their personal ef fects) or property to theextent service by such carriers is available. It further provides that the

Comptroller General of the United States shall disallow any expenditure fromappropriate funds for international air transportation on other than aU.S. flag air carrier in the absence of satisfactory proof of the necessitytherefor.

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

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

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. FLAGAIR CARRIERS

I hereby certify that transportation service for personnel (and theirpersonal ef fects) or property by certificated air carrier was unavailable forthe following reasons:1 (state reasons)

34. NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (1-7.203-3)

Whenever the Contractor has knowledge that any actual or potential labora.

dispute is delaying or threateas to delay the timely performance of this

' See Federal Procurement Regulations (41 CFR l-1.323-3) or section 1-336.2 of theArmed Services Procurement Regulations, as applicable.

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the Contractor shall immediately give notice thereof, includingcontract,all relevant information with respect thereto, to the Contracting Of ficer.

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

35. PERMITS (9-7.5006-48)

Except as otherwise directed by the Contracting Of ficer, the contractor shallprocure 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 contract is performed.

36. RENEGOTIATION (9-7.5004-20)

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

This contract is subject to the Renegotiation Act of 1951 (50 U.S.C.a.App. 1211, et. seq.), as amended, and to any subsequent act of Congressproviding for the renegotiation of contracts. Nothing contained in thisclause shall impose any renegotiation obligation with respect to thiscontract or any subcontract hereunder which is not imposed by an act ofCongress heretofore or hereafter enacted. Subject to the foregoing, thiscontract shall be deemed to contain all the provisions required by section104 of the Renegotiation Act of 1951, and by any such other act. withoutsubsequent contract amendment specifically incorporating such provisions.

b. The contractor agrees to insert the provisions of this clause, includingthis paragraph (b), in all subcontracts, as that term is defined in section103 g. of the Renegotiation Act of 1951, as amended.

37. PATENT INDEMNITY (9-9.5009(c))

The Contractor agrees to indemnify the Government, its of ficers, agents, servants,and e=ployees against liability of any kind (including costs and expensesincurred) for the use of any invention or discovery and for the infringement ofany Letters Patent (not including liability, arising pursuant to Section 183,Title 35, (1952) U.S. Code, prior to the issuance of Letters Patent) occurring inthe performance of this contract or arising by reason of the use of disposal byor for the account of the Government of items manufactured or supplied under thiscontract.

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0/2238. 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 contractprice to the Government, the Contractor agrees to report in writing to theCommission (Patent Counsel, Office of the Executive Legal Director) duringthe performance of this contract and prior to its completion or final settlementthe amount of any royalties or other payments paid or to be paid by itdirectly to others in connection with the performance of this contracttogether with the names and addresses of licensors to whom such payments aremade and either the patent numbers involved or such other information as willpermit identification of the patents or other basis on which the royalties areto be paid. The approval of the Commission of any individual payments or royaltiesshall not estop the Government at any time fram contesting the enforceability,validity or scope of, or title, to, any patent under which a royalty or paymentsare made.

39. NOTICE REGARDING LATE DELIVERY (1-7.204-4)

In the event the Contractor encounters difficulty in meeting performancerequirements, or anticipates difficulty in complying with the contract deliveryschedule or date, the Contractor shall immediately notify the Contracting Officerthereof in writing, giving pertinent details, including the date by which itexpects to complete performance or make delivery: Provided, inuever. That thisdata shall be informational only in character and that receipt thereof shall notbe construed as a waiver by the Government of any contract delivery schedule ordate, or any rights or remedies provided by law or under this contract.

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40. STOP WORK ORDER

(a) The Contracting Officer may, at any time, by written order tothe Contractor, require the Contractor to stop all, or any part, of thework called for by this contract for a period of ninety (90) daysafter the order is delivered to the Contractor, and for any further periodat which the parties may agree. Any such order shall be specificallyidentified as a Stop Work Order issued pursuant to this clause. Uponreceipt of such an order, the Contractor shall forthwith comply with itstems and take all reasonable steps to minimize the incurrence of costsallocable to the work covered by the order during the period of workstoppage. Within a period of ninety (90) days after a stop work order isdelivered to the Contractor, or within any extension of that period towhich the parties shall have agreed, the Contracting Officer shalleither:

(i) cancel the stop work order, or

(ii) teminate the work covered by such order as provided inthe " Default" or the " Termination for Convenience" clauseof this contract.

(b) If a stop work order issued under this clause is cancelled orthe period of the order or any extension thereof expires, the Contractorshall resume work. An equitable adjustment shall be made in thedelivery schedule or contract price, or both, and the contract shall bemodified in writing accordingly, if:

(i) the stop work order results in an increase in the timerequired for, or in the Contractor's cost properlyallocable to, the perfomance of any part of thiscontract, and

(ii) the Contractor asserts a claim for such adjustment withinthirty (30) days after the end of the period of workstoppage; provided that, if the Contracting Officer decidesthe facts justify such action, he may receive and actupon any such claim asserted at any time prior to finalpayment under this contract.

(c) If a stop work order is not canceled and the work covered bysuch order is terminated for the convenience of the Government, thereasonable costs resulting from tr e stop work order shall be allowed inarriving at the termination settlement.

(d) If a stop work order is not canceled and the work covered bysuch order is terminated for default, the reasonable costs resulting fromthe stop work order shall be allowed by equitable adjustment or othersise.

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41. PUBLICATION AND PUBLICITY

Unless otherwise specified in this contract, the Contractor is encouragedto publish and make available through accepted channels the results ofits work under this contract. The Contractor shall submit a copy ofeach article or other information to the Project Officer prior to publicationor disse-ination for public use. If the article or other informationis subsequently modified or altered in any manner, the Contractor shallpromptly notify the Project Officer and furnish him/her a copy of thearticle or other information as finally submitted for publication ordissemination.

The Contractor shall acknowledge the support of the U. S. NuclearRegulatory Commission whenever publicizing the work under this contractin any media. To effectuate the foregoing, the Contractor shall includein any publication resulting from work performed under this contractan acknowledgement substantially as follows:

"The work upon which this publication. is based wasperformed pursuant to Contract (insert number) with the(insert name of constituent agency), U. S. NuclearRegulatory Commission."

Either Clause No. 42, entitled " Dissemination of Contract Information"or Clause No. 41 is for application but not both. In the absence ofa clear delineation, Clause No. 41 applies.

42. DISSEMINATION OF CONTRACT INFORMATION

The Contractor shall not publish, permit to be published, or distributefor public consumption, any information, oral or written, concerning theresults of conclusions made pursuant to the performance of this contract,without the prior written consent of the Contracting Officer. (Two copiesof any material proposed to be published or distributed shall be submittedto the Contracting Officer.) Failure to comply with this clause shallbe grounds for termination of this contract.

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WORK FOR OTHERS43.

Notwithstanding any other provision of this contract, during theterm of this contract, the contractor agrees to forego entering intoconsulting or other contractual arrangements with any firm or organization,the result of which may give rise to an actual or apparent conflictof interest with respect to the work being performed under this contract.The contractor shall insure that all employees designated as keypersonnel if any, under this contract abide by the provisions of thisclause. If the contractor believes with respect to itself or anysuch employee that any proposed consultant or other contractualarrangement with any firm or organization may involve a possible conflictof interest, the contractor shall obtain the written approval of theContracting Officer prior to execution of such contractual arrangement.

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