ML20010C935

Contract: Tunneling Study for Back-Fitting Operating Plants W/Core Retention Devices, Awarded to R&D Associates

ML20010C935
Person / Time
Issue date:	08/04/1981
From:	Morton K, Jason White NRC OFFICE OF ADMINISTRATION (ADM), R&D ASSOCIATES
To:
Shared Package
ML20010C933	List: ML20010C932 ML20010C935
References
CON-FIN-B-7475, CON-NRC-04-81-200, CON-NRC-4-81-200 NUDOCS 8108210237
Download: ML20010C935 (21)

Text

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LWnWacTRN c Page 2 of 21 Table of Contents Contract No. NRC-04-81-200 ) " Tunneling Study for Back-Fitting Operating Plants with Core Retention Devices" Ihis contract consists of: 1. CoverPage(SF-26) 2. Table of Contents 3. Special Provisions (Contract Schedule) ARTICLE I - STATEMENT OF WORK ARTICLE II - PERIOD OF PERFORMANCE ARTICLE III - CONSIDERATION AND PAYMENT ARTICLE IV - OVERHEAD / GENERAL AND ADMililSTRATIVE RATES ARTICLE V - KEY PERSONNEL ARTICLE VI - TFCHNICAL DIRECTION ARTICLE VII - PROJECT OFFICER I ARTICLE VIII - CONFLICT OF INTEREST ARTICLE IX - TRAVEL REIMBURSEMENT ARTICLE X - GENERAL PROVISIONS / ALTERATIONS q 4. Attachments 1 General Provisions - Cost Type R&D Contracts with Commercial Organizations (11/80) NRC Contrar. tor Organizational Conflicts of Interest (41 CFR Part20) f NRC Manual Chapter 3202 Billing Instructions for NRC Cost-Type Contracts [ ,---v-r-, wy--- _ -.e---y

F ~ Contract No. NRC-04-81-200 Pag 2 3 of 21 CONTRACT SCHEDULE ARlICLE I - S_TATEftENT OF WORK The contractor shall furnish all personnel, materials, equipment, facilities, and services necessary to perfom, and shall therewith perform the technical tasks listed below. 1. The contractor shall evaluate the prcp m d tunneling concept for placing a core retention device under an existir.5 nuclear power plant, for feasibility, practicality. safety, and economic considerations. The design of the core retention device shall not be a part of this contract. The contractor shall assess and evaluate: a. digging of access tunnels; b. provisions for space under the reactor plant of sufficient size to contain the retention device c. all forseeable hazards and requirements on the tunnel systems. The contractor shall recommend methods and procedures for tunnelir c for various types of containment and soila based on the above asstss-ments and evaluations. 2. The considerations of plant specific applications for four cases shall be evaluated to determine actual soil and site effects on the studies. Tentatively, the four cases are Zion, Indian Point, Sequoyah and Brown's Ferry. 3. The contractor shall perform analysis to assess any increased risks caused by the tunneling process compared to melt penetration of the substructure below the base mat without a core retention device. Hazards to be considered should include, but are not limited to: seismic effects, damage to base mat, damage to plant, the tunnels as a source of new release paths, and the effects on ground water 4 contamination. l d. The contractor shall provide cost estimates of the proposed tunneling, exclusive of the core retention device but including allowance for any power loss from shutdowr time required. 5. This study shall interface with projected studies of passive cooling of reactor plants with assumed degraded core conditions for potential tunneling conflicting effects.

Contract No. NRC-04-81-200 s Page 4 of 21 REPORTS, DOCUMEi4TATION, AND OTHER DELIVERABLE END ITEMS To assure that formal NRC contractor documents will carry the registered NRC designation "NUREG" as the prime identification, the technical reports listed below are to be documented, produced, and disseminated in accordence with NRC Manual Chapter 3202, which is incorporated herein by reference and made a part of this contract (NRC Manual Chapter 3202 is applicable only to the Final Report). Program Outline Within two weeks aitor. the effective date of the contract, a detailed program outline shell be submitted to the Project Officer, in reproducible master and one cony. Six yonth Progress Report f A progress report, in reoroducible master and one copy to tha Project Officer and one copy to the Contracting Officer shall be submitted at the end of six i (6) months. The report shall include as a minimum: a. a technical report of progress describing fir, dings to date, problems incurred and solutions proposed, outlines for incomplete sections, and plans for the ensuing months; b. a report of costs incurred to date as follows: I Direct labor costs Travel expenses Overhead 2 A.dditional costs Forecasts for contract completion i j Draft Final Report Sixty (60) days prior to expiration of the contract (at the end of the eleventh month), the contractor shall furnish three (3) copies of a draft version of the i final report i.o the Project Officer. The NRC will review the draft for complete-i ness and consistency with the contract and will provide comments to the contractor within thirty (30) days (at the end of the twelfth nc: nth) of receipt of the draft. Final Report !l Within two weeks prior to the expiration of the contract (middle of thirteenth month)', the contractor shall submit one camera-ready copy of the final report to the NRC Project Officer and one copy to the Contracting Officer. The final report shall contain, as a minimum, a comprehensive summarization of tha entire contract effort.

Contract No. NRC-04-81-200 r Page 5 of 21 Briefings / Meetings The contractor shall attend up to five (5) briefings at the NRC facilities in Silver Spring, Maryland. These briefings shall involve the contractor's key personnel, NRC technical staff assigned to this project, and any other participants deemed necessary by the NRC. Of the above. described briefings the following are hereby scheduled and required: a. Following submission and review by the NRC of the program outline, the contractor shall attend a meeting to discuss the program outline; and b. Prior to submission of the Draft Final Report the contractor shall attend a final review meeting. i .i e -{ d THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. 1 D e + -r -., n e. -..w_,. .,-r, y - +, y me,,

Page m ARTICLE II - PERIOD OF PERFORMANCE The performance of work described in ARTICLE I hereof shall conmence as of the effective date of this contract and shall continue to completion thereof, esti-mated to occur within 13 months after said contract is effective. ARTICLE III - CONSIDERATION AND PAYMENT (Incrementally Funded CPFF) A. Estimated Cost, Fixed Fee and Obligation 1. It is estimated that the total cost to the Governnent for full perform-ance of this contract will be $222,675.00 , of which the sum of represents the estimated reimbursable costs, and of which S represents the fixed fee. 2. Total funds currently available for payment and allotted to this con-I tract are S150,000.00 of which S represents the estimated reimbursable costs, and of which ! represents the fixed fee. 3. It is estimated that the amount currently allotted will cover performance up to five_ (5) months 'from the effective da'te of the contract. B. Payment The Government shall render payment to the contractor in approximately thirty (30) days after submission of proper and correct invoices or vouchers. Additional provisions relating to payment are contained in Clause 5.1-3 of the General Provisions hereto. ARTICLE IV - OVERilEAD/ GENERAL AND ADMINISTRATIVE RATES A. Pending the establishment of final overhead rates which shall be negotiated based on audit of actual costs, the contractor shall be reimbursed for allowable indirect costs hereunder at the provisional rate of percent of direct cost. B. Pending the establishment of final general and administrativ: rates which shall be negotiated based on audit of actual costs, the contractor shall be reimbursed for allowable indir ct costs hereunder at the prosi-sional rate of percent of direct cost and overheads and percent of direct costs, overheads and BP and O. C. Notwithstanding A. and B. of this Article, said provisional overhead and G&A rates may be adjusted as appropriate during the term of the contract upon the acceptance of such revised rates by the Centracting Officer. ) n a,,-- - +,-

Contract No. NRC-04-81-200 Page 7 of 21 ARTICLE V . KEY PERSONNEL Pursuant to this ARTICLE (Key Personnel), the following individuals are considered to be essential to the successful performance of the work hereunder and shall not be replaced without the prior approval of the Contracting Officer. In such event, the contractor agrees to substitute persons possessing substantially equal abilities and qualifications satisfactory to the Contracting Officer. R. Philip Hammond James L. Dooley ARTICLE VI - TECHNICAL DIRECTION A. Performance of the work under this contract shall be subject to the tech-nical direction of the NRC Project Officer named in ARTICLE VII of this contract. The term " Technical Direction" is defined to include the following: 1. Technical direction to the contractor which shifts work emphasis between areas of work or tasks, requires pursuit of certain lines of inquiry, fills in details or otherwise serves to accomplish the con-tractual scope of work. i 2. Providing assistance to the contra.: tor in the preparation of drawings, specifications or technical portions of the work description. 3. Review and where required by the contract, approval of technical reports, drawings, specifications and technical information to be delivered by the contractor to the Government under the contract. B. Technical direction must be within the general scope of work stated in the i contract. The Project Of ficer does not have the authority to and may not issue any technical direction which: 1. Constitutes an assignment of additienal work outside the general scope of the contract. 2. Constitutes a change as defined in the clause of the General Provisions, entitled " Changes." 3. In any way causes an increase or decrease in the total estimated contract cost, the fixed fee, if any, c.- the time required for 4 contract performance. 4. Changes any of the expressed terms, conditions or specifications of the contract. -m-_

Contract No. NRC-04-81-200 Page 8 of 21 I C. ALL TECHNICAL DIRECTIONS SHALL BE ISSUED IN WRITING BY THE PROJECT OFFICER OR SHALL BE CONFIRMED BY SUCH PERSON IN WRITING WITHIN TEN (10) WORKING DAYS AFTER VERBAL ISSUANCE. A copy of said written direction shall be submitted to the Contracting Officer. The contractor shall proceed promptly with the performance of technical directions duly issued by the Project Officer in the manner prescribed by this article and within such person's authority under the provisions of this article. If, in the opinion of the contractor, any instruction or direction issued by the Project Officer is within one of the categories as defined in B(1) through (4) above, the contractor shall not proceed but shall notify the Contracting Officer in writing within five (5) working days after the receipt of any such instruction or direction and shall request the Contracting Officer to modify the contract accordingly. Upon receiving such notification fro.n the contractor, the Contracting Officer shall issue an appropriate contract modification or advise the contractor in writing that, in the Contracting Officer's opinion, the technical direction is within the scope of this article and does not constitute a change under the Changes Clause. D. Any unauthorized commitment or direction issued by the Project Officer may result in an unnecessary delay in the contractor's performance, and may even result in the contractor expending funds for unallowable costs under the contract. E. A failure of the parties to agree upon the nature of the instruction or direction or upon the contract action to be taken with respect thereto shall be subject to the provisions of the contract clause entitled " Disputes." h i

GnEraetnW.10E;RF-@J:1M ~ ~~ ~ Paga 9 of 21 ARTICLE VII - PROJECT OFFICER Dr. Thomas Walker is hereby designated as the Contracting Officer's authorized representative (hereinafter called Project Officer) for technical aspects of this contract. The Project Officer is not authorized to approve or request any action which results in or could result in an increase in contract cost; or terminate, settle any claim or dispute arising under the contract; or issue any unilateral directive whatever. The Project Officer is responsible for: (1) monitoring the contractor's technical progress, including surveillance and assessment of performance, and recommending to the contracting Officer changes in requirements; (2) interpreting the scope of work; (3) performing technical evaluation as required; (4) performing technical inspections and acceptances required by this contract; and (5) assisting the contractor in the resolution of technical problems encountered during performance. Within the purview of this authority, the Project Officer is authorized to review all costs reouested for reimbursement by contractors and submit recommendations for approval,' disapproval, or suspension for supplies, services required under the contract. The Contracting Officer is responsible for directing or negotiating any changes in term! conditions, or amounts cited in the contract. For guidance from the Project Officer to the contractor to be valid, it must: (1) be consistent with the description of work set forth in the contract; (2)' not constitute new assignment of work or change to the expressed terms, conditions or specifications incorporated into this contract; (3) not constitute a basis for an extension to the period of performance or contract delivery schedule; and, as stated above, (4) not constitute a basiF for any increase in the contract cost. I

Page 10 of 21 ARTICLE VIII - CONFLICT OF INTEREST (a) Purpose. The primary purpose of this clause is to aid in ensuring that the contractor: (1) Is not placed in a conflicting role becauseofcurrentorplannedinterest(financial, contractual, organizational, or othemise) which. relate to the work under this contract, and (2) does not obtain an unfair competitive advantage over other parties by virtue of its performance of this contract. (b) Scope. The restrictions described herein shall apply to performance or participation by the contractor as defined in 41 CFR 5 20-1.5402(f) in the actitities covered by this clause. (c) Work for others. Notwithstanding any other provision of this contract, during the term of this contract, the contractor agrees to forego entering into consulting or other contractual arrangements with any firm or organization, the result of which may give rise to a conflict of interest with respect to the work being perfomed under this contract. The contractor shall ensure that all employees who are employed full time under this contract and employees designated as key personnel, if any, under this contract abide by the provision of this clause. If the contractor believes with respect to itself or any such employee that any proposed consultant or other contractual arrangement with any firm or organization may involve a potential conflict of interest, the contractor shall obtain the written approval of the contracting officer prior to i execution of such contractual arrangement, t (d) Disclosure after award. (1) The contractor warrants that to the best of its knowledge and belief and except as othemise set forth in this contract, it does not have any organizational conflicts of l interest, as defined in 41 CFR 520-1.5402(a). l (2) The contractor agrees that if after, award it discovers organizational conflicts of interest with respect to this contract, it shall make an 4 immediate and full disclosure in writing to the contracting officer. -j j This statement shall include a description of the action which the j contractor has taken or proposes to take to avoid or mitigate such 1 conflicts. The NRC may, however, terminate the contract for convenience l if it deems such termination to be in the best interests of the government. l (e) Access to and use of information. (1) If the contractor in the performance of this contract obtains access to information, such as NRC plans, policies, reports, studies, financial plans, internal data l protected by the privacy Act of 1974 Pub. L. 93-579), or data which has not been released to the public, the contractor agrees not to: (i) Use such information for any(private purpose until the information has been released to the public; ii) compete for work for the Comnission based { 1

Page 11 of 21 on such information for a period of six (6) months after either the completion of this contract or the release of such information to the public, whichever is first, (iii) submit an unsolicited proposal to the government based on such information until one year after the release of such information to the public, or (iv) release the information without prior written approval by the contracting officer unless such information has previously been released to the public by the NRC. (2) In addition, the contractor agrees that to the axtent it receives or is given access to proprietary data, data protected by the Privacy Act of 1974 (pub. L. 93-579), or other confidential or privileged technical, business, or financial information under this contract, the contractor shall treat such information in accordance with restrictions placed on use of the information. (3) The contractor shall have, subject to patent and security provisions of this contract, the right to use technical data it produces under this contract for private purposes provided that all requirements of this contract have been met. (f) Subcontracts. Except as provided in 41 CFR 5 20-1.5402(h), the contractor shall include this clause, including this paragraph, in subcontracts of any tier. The terms " contract," " contractor," and " contracting officer," shall be appropriately modified to preserve the government's rights. (g) Remedies. For breach of any of the above proscriptions or for intentional nondisclosure or misrepresentation of any relevant interest required.to be disclosed concerning this contract or for such erroneous representations as necessarily imply bad faith, the government may terminate the contract for default. disqualify the contractor from subsequent contractual efforts, and pursue other remedies as may be permitted by law or this contract. (h) Waiver. A request for waiver under this clause shall be directed in writing through the contracting officer to the Executive Director for Operations (EDO) in accordance with the procedures outlined in !20-1.5411. l Ca

ARTICLE IX-TRAVEL REIMBURSEME.NT 1. The contractor will be reimbursed for reasonable domestic travel costs incurred directly and specifically in the performance of this contract and accepted by the Contracting Officer, in accordance with the contractor's approved travel policy or, file with the NRC. 2. The cost of travel by privately owned automobile shall be reimbursed at the milaage rate prescribed by the contractor's established, generally applicable travel policy; orgvided, however, that such reimbursement shall not, exceed the cost of less than first-class travel by common carrier. 3. The cost of travel by rent 01 automobile shall be reimbursed on a reasor,able actual expense basis that does not exceed the rates, prescribed by the contractor's established, generally applicable travel policy. 4. All common carrier travel reimbursable hereunder shall be via economy class rates when available. If not available, reimburser.ent vouchers will be annotated that economy class accommodations were not available. First-class air travel is not authorized. 5. Reasonable actua' costs of l'odging and subsistence, or per diem in lieu of ectual costs, shall be allowable to the extent that such actual costs or per diem amounts do not exceed the amounts or per diem rates prescribeJ by the contractor's established, generally applicable travel policy. 6. Receipts are required for common carrier transportation, lodging and miscellaneous items in excess of 515.00. 7. Any revision to the contractor's established, generally applicable travel policy approved by the cognizant audit agency during the period of per-formance of this contract shall be affective, without formal modification to this contract, upon delivery to the Contracting Officer of a copy of such revised policy together with evidence of cognizant audit agency approval thereof. 4 s 'l e t A

Tongractt Wo WK-76 MRJW ~' Page 13 cf 21 ARTICLE X CiERAL PROVISI0!iS/ALTERATI0dS This contract as subject to the attached provisions of Appendix A, General Provisions, entitled " Cost Type Research and Development Contracts With Commercial Organizations," dated 11/80. Provisions Added: 3.12 Labor Surplus Area Subcontracting Program (1-1.805-3(b)) (a) The Contractor agrees to establish and conduct a program which will encourage labor surplus area concerns to compete for subcontracts within their capabilities. In this connection, the Contractor shall-- (1) Designate a liaison officer who will (i) maintain liaison with duly authorized representatives of the Government on labor surplus area matters, (ii) supervise compliance with the Utilization of Concerns in Labor Surplus Areas clause, and (iii) administer the Contractor's " Labor Surplus Area Sub - contracting Program;" (2) Provide adequate and timely consideration of the potentialities of labor surplus area concerns in all "make-or-buy" decisions; (3) Assure that labor surplus area concerns will have an equitable opportunity to compete for subcontracts, particularb by arranging solicitations, time for the preparation of bids, quantities, specifications, and delivery ( J schedules so as to facilitate the participation of labor surplus area concerns; (4) Maintain records showing the procedures which have been adopted to comply with the policies set forth in this clause and report subcontract awards (see 41 CFR 1-16.804-5 regarding use o/ Optional Form 61). hcords maintained pursuant to this clause will be kept available for review by the Government until the expiration of 1 year after the award 'of this contract, or for such longer period as may be required by any other clause of this contract j or by applicable law or regulations; and (5) Include the Utilization of Concerns in Labor Surplus Areas clause in subcontracts which offer substantial labor surplus area subcontracting i opportunities. (b) (1) The term " labor surplus area" means a geographical area identified by the Department of Labor as an area of concentrated unemployment or under-employment or an area of labor surplus. (2) The tenn " concern located in a labor surplus area" means a labor j surplus area concern. (3) The term " labor surplus area concern" means a concern that, together with its first-tier subcontractors, will perform substantially in labor surplus areas. (4) The term " perform substantially in labor surolus areas" means that the costs incurred on account of manufaturing, production, or appropriate services in labor surplus areas exceed 50 percent of the contract price. (c) The Contractor further agrees to insert, in any subcontract hereunder which may exceed $500,000 and which contains the Utilization of Concerns in Labor Surplus Areas clause, provisions which shall conform substantially to the language of this clause, including this paragraph (c), and to notify the Contracting Officer of the..ames of such subcontractors.

Contract No. NRC-04-81-200 / Page 14 of 21 3.13 Utilization of Women-0wned Business Concerns (Over $10,000) (a) It is the policy of the United States Government that Women-owned businesses shall have the maximum practicable opportunity to participate in the performance of contracts awarded by any Federal agency. (b)' The Contractor agrees to use his best efforts to carry out this policy in the award of subcontracts to the fullest extent consistent with the efficient performance of this contract. As used in the contract, a " women-owned business" concern means a business that is at least 51% owned by a woman or women who also control and operate it. " Control" in this context means exercising the power to make policy decisions. " Operate" in this context means being actively involved in the day-to-day management. " Women" mean all women business owners. 3.14 Women-0wned Business C.,ncerns Subcontracting Program (0ver $500;000 or $1,000,000 for Construction of Any Public Facility) (a) The Contractor agrees to establish and conduct a program c;hich will enable women-owned business concerns to be considered fairly as su'. contractors and suppliers under this contract. In this connection, the contractor shall: (1) Designate a liaison officer who will administer the Contractor's " Women-0wned Business Concerns Program." (2) Provide adequate and timely consideration of the potentialities of known women-owned business concerns in all "make-or-buy" decisions. (3) Develop a list of qualified bidders that are women-owned businesses and assure that known women-owned business concerns have an equitable opportunity to compete for subcontracts, particularly by making information on forthcoming opportunities available, by arranging solicitations, time for the preparation of bids, quantities, speci-fications, and delivery schedules so as tc facilitste the participation of women-owned business concerns. (4) Maintain records showing (i) procedures which have been adopted to compy with the policies set forth in this clause, including the establishment of a source list of women-owned business concerns; (ii) awards to women-owned businesses on the source list by minority and non-minority women-owned business concerns; and (iii) specific efforts to identify and award contracts to women-owned busint.'s concerns. (5) include the " Utilization of Women-0wned Business Concerns" clause in subcontracts which offer substantial subcontracting opportunities. (6) Cooperate in any studies and surveys of the Contractor's women-owned business concerns procedures and practices that the Contracting Officer may from time-to-time conduct. i ) t ,.-,,.,-,.,-----..--..,_-.--,.,-n, ,,,--..n..,---.s -.+.,,-,,..,v., n_, .w.., ,,_,m,.,,n,m ,-,m,,..,,- c,,vw-m-.-,-~ n,-e---

Contract No. NRC-04-81-200 y Page 15 of 21 e (7) Submit periodic reports of subcontracting to women-owned business concerns with respect to the records referred to in subparagraph (4) above, in such form and manner _and at such time (not more often than quarterly) as the Contracting Officer may prescribe. (b) The Contractor further agrees to insert, in any subcontract hereunder which may exceed $500,000 or $1,000,000 in the case of contracts for the construction of any public facility and which offers substantial subcontracting possibilities, provisions which shall conform substantially to the language of this clause, including this paragraph (b), and. to netify the Contracting Officer of the names of such subcontractors. (c) The contractor further agrees to require written certification by its subcontractors that they are bona fide women-owned and controlled business concerns in accordance with the d6finition of a women-owned business concern as set forth in the Utilization Clause 1(b),ab' ve at the time of submission of bids or proposals. o 5.8 Price Reduction for Defective Cost or Pricing Data (1-3.814-1(a)) I If any price, including profit or fee, negotiated in connection with this contract or any cost reimbursable under thit contract was' increased by any sioni-ficant sums because: (a) The Contractor furnished cost or pricing data which was not accurate, complete and current as certified in the Contractor's Certificate of Current j Cost or Pricing Data; (b) A subcontractor, pursuant to the clause of this contract entitled " Subcontractor Cost or Pricing Data" or " Subcontractor Cost or Pricing Data--Price l Adjustments" or any subcontract clause therein required, furnished cost or pricil.a data which was not accurate, complete and current as certified in the subcontractor's Certificate of Current Cost or Pricing Data; i I (c) A subcontractor or prospective subcontractor furnished cost or oricing i data which was required to be accurate, complete and current and to be submitted to i support a subcontract cost estimate furnished by the Contractor but which was not accurate, complete and current as of the date certified in the Contractor's e l Certificate of Current Cost or Pricing Data; or (d) The Contractor or a subcontractor or prospective subcontractor furnished any data, not within (a), (b) or (c) above, which was not accurate as submitted: 4 I the price or cost shall be reduced accordingly and the contract shall be modified ) in writing as may be necessary to reflect such reduction. However, any reduction in the contract price due to defective subcontract data of a prospective subcon-l tractor when the subcontract was not subsequently awarded to such subcontractor, will be limited to the amount (olns apolicable overhead and profit markup) by which the actual subcontract, or actual cost to the Contractor if there was no subcontract, wac less than the prospective subcontract cost estimate submitted by the Contractor: Provided, The actual subcontract price was not affected by defective cost or pricing data. I (Note: Since the contract is subject to reduction urder this clause by l reason of defective cost or pricing data submitted in connection with certain I subcontracts, it is expected that the Contractor may wish to include a clause in each such subcontract requiring the subcontractor to appropriately indemnify the Contractor. It is also expected that any subcontractor subject to such indemnification will generally require substantially similar indemnification for ) dsfective cost or pricing data required to cat submitted by his low tier subcontractors.) l . ~. - -

sonSrac8 Iko.15E-gr-gggg j Page 16 of 21 5.9 Price Reduction for Defective Cost or Pricing Data - Price Adjustments (1-3.814-1(b)) (a) This clause shall.become operative only with respect to any modification of this contract which involves aggregate increases and/or decreases in costs plus appitcable prsfits in excess of $100,000 unless the modification is priced on the basis of adequate price competition, established catalog or market prices of comercial items sold in substantial quantities to the general public, or prices set by law or regulation. The right to price raduction under this clause is limited to defects in data relating to such modification. (b) If any price, including profit, or fee, negotiated in connection with any price adjustment under this contract was increased by any significant sums b::cause: (1) The Contrr.ctor furnished cost or pricing data which was not accurate, complete and r.urrent as certified in the Contractor's Certificate of Current Cost or Pricing Data; (2) A subcontractor, pursuant to the clause of this contract entitled " Subcontractor Cost or Pricing Data" or " Subcontractor Cost or Pricing Data--Price Adjustments" or any subcontract clause therein required, furnished cost or pricing data which was not accurate, complete and current as certified in the subcontractor's Certificate of Current Cost or Pricing Data; (3) A subcontractor or prospective subcontractor furnished cost or pricing data which was required to be accurate, complete and current and to be submitted to support a subcontract cost estimate furnished by the Contractor but which was not accurate, complete and current as of the date certified in the Con-tractor's Certificate of Current Cost or Pricing Data; or 4 4 (4) Ti.a Contractor or a subcontractor or prospective subcontractor furnished any data, not within (1), (2) or (3) above, which was not accurate, as submitted; the price shall be reduced accordingly and the contract shall be modified { in writing as may be necessary to reflect such reduction. However, any reduction in the contract price due to defective subcontract data of a prospective subcon-tractor, when the subcontract was not subsequently awarded to such subcontractor, will be limited tj the amount (plus applicable overhead and profit markup) by which the actuai subcontract, or actual cost to the Contractor if there was no subcontract, was less than the prospective subcontract cost estimate submitted by the Contractor. Provided the actual subcontract price was not.affected by defective cost or pricing data. (Note: Since the contract is subject to reduction under this clause by reason of defective cost or pricing data submitted in connection with certain subcontracts, it is expected that the Contractor may wish to include a clause in each such subcontract requiring the subcontractor *o appropriately indemnify the Contractor. It is also expected that any subcontractor subject to such indemnifi-cation will generally require substantially similar indemnification for defective j cost or pricing data required to be submitted by his lower tier subcontractors.) (c) Failure to agree on a reduction shall be a discute concernino a question of fact witnin the meaning of the " Disputes" clause of this contract. l

Gongraca Ro. MC-Fd-#M-7200 Page 17 of 21 3 5.10 Subcontractor Cost and Pricing Data (1-3.814-3(a)) (a) The Contractor shall require subcontractors hereunder to submit, actually or by specific identification in writing, cost or pricing data under the following circumstance : (1) Prior to the award of any subco.. ract the amount of which is expected to exceed $100,000 when entered into; (2) Prior to the pricing of any subcontract modification which involves aggregate increases and/or decreases in costs plus applicable profits expected to exceed $100,000; except where the price is based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation. (b) The Contractor shall require subcontractors to certify, in substantially the same form as that used in the certificate by the Prime Contractor to the Government, that to the best of their knowledge and belief, the cost and pricing data submitted under (a) above is accurate, complete, and current as c? the date of agreement on the negotiated price of the subcontract or subcontrcct change or 4 modi fication. (c) The Contractor shall insert the substance of this clause includino this paragraph (c) in eat... subcontract hereunder which exceeds $100,000 when entered 'nto except where the price thereof is based on adequate' price competition, establishad catalog or market crices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation. In each such expected subcontract hereunder in excess of $100,000, the Contractor shall insert the substance of the following clause: SUBCONTRACTOR COST OR PRICING DATA-PRICE ADJUSTMENTS (a) Paragraphs (b) and (c) of this clause shall become operative only with respect to any modification made pursuant to one or more provisions of this contract which involves aggregate increases and/or decreases in costs plus applicable profits expected to exceed $100,0O. The requirements of this clause shall be limited to such contract modif kations. i (b) The Contractor shall require subcontractors hereunder to submit, actually or by specific identification in writing, cost or pricing data under the fellowing circumstances: (1) Prior to award of any subcont-act, the amount of which is expected to exceed 3100,000 when entered into; (2) Prior to the pricing of any subcontract modification which involves aggregate increases and/or decreases in costs plus applicable profits expected to exceed $100,000; except where the price is based on adequate price competition, established catCog or market prices of connercial items sold in substantial quantities to the general public, or prices set by law or regulation.

Page 18 of 21 5.10 Subcontract Cost and Pricing Data (1-3.814-3(a)) Cont'd (c) The Contractor shall require subcontractors to certify, in substantially the same form as that used in the certificate by the Prime Contractor to the Government, that to the best of their knowledge and belief the cost and pricing dats submitted under (b) above is accurate, complete, and current as of the date of agreement on the negotiated price of the subcontract or subcontract change or modification. (d) The Contractor shall insert the substance of this clause including this paragiaph (d) in each subcontract hereunder which exceeds $100,000 when entered into. 5.11 Cost Accounting Standards--Nondefense Contract (1-3.1204-2(a)) (a) Unless the Administrator of General Services has prescribed rules or regulations exempting the Contractor or this contract from standards, rules, and regulations promulgated by the Cost Accounting Standards Board, the Contractor, in connection with this contract, shall: (1) Follow consistently the cost accounting practices established or disclosed as requhd by regulations of the Cost Accounting Standards Board and administered under the Administration of Cost Accounting Standards clause. If any change in disclosed practices is made for purposes of any contract or subcontract subject to those disclosure requirements, the change must be applied in a consistent manner to this contract. (2) Comply with til cost accounting standards which the Contractor is required to comply with by reason of concurrent performance of any contract or subcontract subject to the Cost Accounting Standards clause (4 CFR 331) and administered under the Administration of Cost Accounting Standards clause. The Contractor also shall comply with any cost accounting standard which hereafter becomes applicable to such a contract or subcontract. Such compliance shall be required prospectively from the date of applicability ta such contract or subcontract. Compliance shall continue until the Contractor completes per-fomance of work under this contract. (3) Agree to an equitable adjustment (as provided in the Changes clause of this contract, if any) if the contract cost is affected by a change which, pursuant to (2) above, the Contractor is required to make to his estab-lished cost accounting practices whether such practices are covered by a Dis-closure Statement or not. (4) Negotiate with the Contracting Officer to determine the terms and conditions under which a change to either a disclosed cost accounting practice or an established cost accounting practice, other than a change under (a)(3) above or (a)(6) below, may be made. A change to a practice may be proposed by either the Government or the Contractor, Provided, however, That no agreement may be made under this protision thst will increase costs paid by the United States. ..,--,,,---,---v---,-m

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Contract No. NRC-04-81-200 '~~~ ~ Page 19 of 21. 7 5.11 Cost Accounting Standards--Nondefense Contract (1-3.1204-2(a)) Cont'd. (5) Agree to an adjustment of the contract price or cost allowance, as appropriate, if it or a subcontractor fails to comply with the applicable Cost Accounting Standards or to follow any practice disclosed or established pursuant to subparagraph (a)(1) or (a)(2) above and such failure results in any increased costs paid by the United States. Such adjustment shall provide for recovery of the increased costs to the United States together with interest therson computed at the rate determined by Secretary of the Treasury pur-suant to Pub. L. 92-41 (50 U.S.C. App. 121L ,(2)), or 7 percent per annum, whichever is less, from time the payment by the United States was made to the time the adjustment is effected. i (6) Negotiate an equitable adjustment (as provided in the Changes ' clause of this contract, if any) when the parties agree to a cht.nge to either a disclosed cost accounting practice or an established cost accounting practice. 4 (b) The Contractor shall permit any authcrized representatives of the head of the agency, of the Cost Accounting Standards Board, or of the Co ptroller General of the United States to examine and mke copies of any documents, papers, or records relating to compliance with the requirements af this clause antil the expiration of 3 years after final payment under this contract or such. Icsser. time specified in the Federal Pmcurement Regulations (FPR) part 1-20. (c).Unless a subcontract or Subcontractor is exempt under rules or regu-lations prescribed ti the administrator of General Services, the Contractor: (1) shall include the substance of this clause including this paragraph (c) in all negotiated subcontracts under this contract with subcontractors that are currently perfaming a national defense contract or subcontract that contains the clause entitled to Cost Accounting Standards and that are currently required to accept the clause in applicable national defense awards, and (2) shall i include the substance of the Consistency of Cost Accounting Practices--Non-defense Contract clause set forth in 51-3.1204-2(b) of the FPR in negotiated I subcontracts under this contract with all other subcontrcctors. The Contractor may elect to use the substance of the solicitation notice set forth in i 1+ 3.1203-2(b) of the FPR in nis determination of applicability cost accounting standards to subcontracts. (d) The terms defined in f 331.20 of Part 331 o' Title 4, Code of Federal Regulations, shall have the same meaning herein. As there defined, " negotiated subcontract" means "any subcontract except a firm fixed-price subcontract mde by a contractor or subcontractor after receiving offers from at least two firms not associated with each other or such contractor or subcontractor, providing (1) the solicitation to all competing firms is identical, (2) price is the only i consideration in selecting the subcontractor from among the competing fims i solicitied, and (3) the lowest offer received in compliance with the solicitation i from among those solicited is accepted." (e) The administration of this clause by the Government shall be accom-l plished in conjunction with the administration of the Contractor's national defense contracts and subcontracts subject to rules and regulations of the Cost Accounting Standards Board, pursuant to the Administration of Cost Accounting Standards clause. For the purposes of the Administration of Cost Accounting I Standards clause contained in this contract, references to the Cost Accounting Stendards clause shall be deemed to include this Cost Accounting Standards-- l Nondefense Contract clause and reference to the Disclosure and Consistency of Cost Accounting Practices clause shall be deemed to include the Consistency of Cost Accountir.g Practices--Nondefense Contract clause.

m Page 20 of 21 ( ) 5.12 Administration of Cost Accounting Standards (1-3.1204-1(b)) For the purpose of administrating Cost Accounting Standards requirements under this contract, the Contractor shall: i (a) Submit to the cognizant Contracting Officer a description of the accounting change and the general dollar magnitude of the change to reflect the sum of all increases and the sum of all decreases for all contracts containing, the Cost Accounting Standards clause or the Disclosure and Consistency of Cost l Accounting Practices clause: (1) For any change in cost accounting practices required to comply with a new cost accounting standard in accordance with paragraph (a)(3) and (a)(4)(A) of the Cost Accounting Standards clause within 60 days (or such other i date as may be mutually agreed to) after award of a contract requiring such change; (2) For any chan ance with paragraphs (a)(4)ge to cost accounting practices proposed in accord-i (B), (a)(4)(C) of the Cost Accounting Standards clause or with paragraph (a)(3) or (a)(5) of the Disclosure and Consistency of Cost Accounting Practices clause not less than 60 days (or such other date as may be mutually agreed to) prior to the effective date of the Proposed change; or (3) For any failure to comply with an applicable Cost Accoanting Standard or to follow a disclosed practice as contemplated by paragraph (a)(5) of the Cost Accounting Standards clause or with paragraph (a)(4) of the Disclosure l and Consister.cy of Cost Accounting Practices clause within 60 days (or such other date as may be mutually agreed to) after the date of agreement of such noncompliance by the Contractor. (b) Submit a cost impact proposal in the form and manner specified by the cognizant Contracting) Officer within sixty (60) days (or such other date as may be mutually agreed to after the date of determination of the adequacy and compliance of a change submitted pursuant to (a) (1), (2), or (3), above. l (c) Agree to appropriate contract and subcontract amendments to reflect l adjustments established in accordance with paragraphs -(a)(4) and (a)(S) of the Cost Accounting Standards clause or with paragraphs (a)(3), (a)(4), or (a)(5) of j the Disclosure and Consistency of Cost Accounting Practices clause. I (d) When the subcontract is subject to either the Cost Accounting Standards clause or the Disclosure and Consistency of Cost Accounting Practice clause so state in the body of the subcontract and/or in the letter of award. Sel f-deleting clauses shall not be used. j l (e) Include the substance of this clause in all negotiated subcontracts containing either the Cost Accounting Standards clause or the Disclosare and i Consistency of Cost Accounting Practices clause. In addition, include a pro-vision in these subcontracts which will require such subcontractors, within 30 1 days after receipt of award (or such other date as may be mutually agreed to) to submit the following information to the Contract Administration Office Cognizant l of the subcontractor's facility. t

GriVracWRN-FJR0 i u Page 21 of 21 5.12 Administration of Cost Accounting Standards (1-3.1204-1(b)) Cont'd. (1) Subcontractor's name and subcontract number. (2) Dollar amount and date of award. (3) Hame of Contractor making the. ward. (4) A statement as to whether the subcontractor has made or proposes to make any changes to accounting practices that affect prime contracts or subcontracts containing the Cost Accounting Standards clause or Disclosure and Consistency of Cost Accounting Practices clause unless such changes have already been reported. If award of the subcontract results in making a cost accounting standard (s) effective for the first time, this shall also be reported. (f) For negotiated subcontracts containing the Cost Accounting Standa,ds clause, require the subcontractor to comply with all Standards in effect on the } date of final agreement on price as shown on the subcontractor's signed Certificate of Current Cost or Pricing Data or date of award, whichever is earlier. (g) In the event an adjustment is required to be made to any subcontract hereunder, notify the Contracting Officer in writing of such adjustment and agree to an adjustment in the price or estimated cost and fee of this contract, as appropriate, based upon the adjustment established under the subcontract. Such notice shall be given within 30 days after receipt of the proposed sub-contract adjustment, and shall include a proposal for adjustment to such higher tier subccntract or prime contract as appropriate. (h) When either the Cost Accounting Standards clause or the DiscloSJre and Consistency of Cost Accounting Practices clause and this clause are ti.cluded in subcontracts, the term " Contracting Officer" shall be suitably altered to identify the purchaser. 5.13 Co::t Accounting Standard Withdrawal Cost Accounting Standard 414--Cost of money es an elenant of the cost of facilities capital--shall not be reimbursed as an allowable cost under this contract. j i i _, _, _ _ _ _ _ _ _ _ _ _ -. _. _ _ _ _ _ _ _ _ _ _. _ _ _... _ _... _ _ _ _. _. ~. _}}