BUSINESS JUSTIFICATION
Document Type:
Collection:
Document Number (FOIA) /ESDN (CREST):
CIA-RDP90-00530R001002340032-2
Release Decision:
RIPPUB
Original Classification:
U
Document Page Count:
29
Document Creation Date:
December 27, 2016
Document Release Date:
March 14, 2013
Sequence Number:
32
Case Number:
Content Type:
MISC
File:
Attachment | Size |
---|---|
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Body:
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CIA-RDP90-0053OR001002340032-2 P
I I 11"V Irn I I f-%L- vu
TO:
OM NO.
X01.
REMARKS:
STAT
CcfR
STAT
FROM:
PMSOO/PD/&
FORM NO. - - . REPLACES FORM 36-8 (47)
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STAT QTAT
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Contract Data Summary and Routing Sheet
Contractor Name and Address
Bilateral
Unilateral
99'007 - National Academy of Public Administration Foundati
on X
1120 G. Street, NW Suite 540
Washington, DC 20008
Vendor Code
99007
Base Year
Contract Number
Task
W.O.
Amends
son n e t Study of
88
A408200-000
the Intelligence Community
Overrun Amount
Date Received by PO
Effective Date
Target Date
Date Mailed
01 Feb 1988
17 Feb 1988
30 Jan 1989
FEB 1988
Type of Contract
Negotiator
Cost
1
0
,
.
Base CS [] FPR
Fee 25,709.00
Project Officer & Extension GFE Indicator
CPAF ^ CT ^ Grant
Yes No
Total 500,000.00
CPFF ^ FFP WOC
Procurement Method
Classification
ation Work RE ~~
CPIF FPI D T&M
t---1
liJ Solicitation Procedure (Code A-P)
U^ Hardware I~ /i orts
? w/LOE Letter Contract
FLI Solicitation Method (Code 1-5)
Approved Classified Storage
Type of Product or Service
Yes No
Noncompetitive Justification (Code A-O)
0 Base Contract (Unfunded)
Approved Property Procedures
Administrative Only
ElYes L No
a tProducdon
Research & Development
Inspecting Office & Directorate
FOCI Eligible
[:]Yes No
Services
Inspection Report Due Date(s)
Address Indicator
(Final Report Required for Cost/T&M Type)
- -
-Annual Services
-0 'D O No T )-\A, (-_
a Combined with Accomodatlon
Assignee
17 Mar 88 & Monthly thereaf
ter
No S T'T2qG(E
Payment Indicator
Progress Payment %
Freight Indicator
Fast Pay(Deliverables Under $25,000)
[] Yes - FOB Destination (Vendor Pays Freight)
CC (Del verables Over $25,000)
Advanced Payment Amount
^ NO - FOB Origin (Government Pays Freight)
I _. I Other (Evidence of Ship or Final Acceptance)
Withholding Provisions
Section Clause Paragraph Subparagraph Withhold % Min % Paid Max % Withheld
N'
O.?
W
I
T
H
End
Date
r/
2420
DCN (88/1245)
Contract Value
OblIgated Amount
Negotiator
Typist
F
1502-88-02
500,000.00
500,000.00
b
2
/19/
Security Officer
Otrj
t
General Cou
Other
TotalofNewActlon
500, 000.00
500,000.00
Reviewin;Dtficer
Old Total
NewTotal
500 , 000 .00
500 , 000?.00
Contracting Officer
Comments: STAT
STAT STAT STAT.
a" 1218 ar "m I Fk LPL `A !0letVf Cf1
'+r,JJlf ILV
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w IF
NAPA
Contract No. 88-A408200-000
Academy of Public Administration (NAPA). Originally, the
primary focus of-the contract was to have been CIA, NSA, and
DIA, but that has now been expanded to include the FBI and the
-Dept of State. Subsequent meetings were held with the Study
Steering Group (SSG) and the Study Management Policy Group
(SMPG) regarding the study. Weekly meetings were held by the
SSG regarding the Terms of Reference (TOR) or Statement of Work
Business Justification
Section I Procurement Description: This contract provides for a study for
the DCI by the National Academy of Public Administration (NAPA)
for a personnel study of the Intelligence Community Agencies.
Section II Source Justification: This contract is hereby authorized in
accordance with FAR 6.302-5- Authorized or required by statute.
The contract aims at fulfilling a requirement of the
Intelligence Authorization Act for Fiscal Year 1988 (Title VII,
Section 701) a copy of which is filed herein.
Section III Contr ication: On 15 Dec 87 this negotiator met
with Director of Plans and Policy of the IC
Staff, on issues regarding a proposed contract with the National
throuah,mid Jan '88. As a result of these meetings
D/P&PS, ICS (COTR) officially requested, through. D/L on
14 Jan '88 amemorandum requesting that an RFP be issued to NAPA
for the now approved (by the SMPG) TOR. An RFP was issued to
NAPA on 29 Jan '88 with the contractor responding to this RFP on
3 Feb '88. Further meetings were held by the SSG on 5 Feb '88
with clarifications and questions to NAPA during the. week of 8
Feb '88. The contractor responded to these clarifications on 12
Feb '88. An audit was requested to be performed on 4 Feb '88 by
OF/CSAD with a response on 10 Feb '88. There were no
significant issues as a result of the audit (a copy of which is
filed herein). Under direct labor the contractor proposed costs
for survey/research assistance to cover the costs for analysis
of a survey. With no verifiable information by the contractor
this item has been negotiated as a set-aside in the contract.
Under overhead the contractor has typically proposed a 90% rate
for the past few years; however they are proposing 86% based on
current projections of an increased total cost input base.
Historically the contractor has actually experienced somewhat
higher rates. Other direct costs have been proposed using
estimates and have been approved by the project office. This
contract was telephonically negotiated with Mort Cohen, Finance
Officer for
STAT
STAT
STAT
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NAPA
Contract No. 88-A408200-000
Business Justification
NAPA on 17 Feb '88. From the $500K proposed $41K will be put
into a set aside for further identification and approved by the
C.O.
Section IV Justification for Type of Contract: K CPFF (LOE) was negotiated
as the best type of contract for this effort because of the many
technical uncertanties related to this type of program.
Section V Deviations from Required Clauses: NONE
Section VI Special Contract Clauses: NONE
Section VII Special Problems: NONE
Section VIII Government Furnished Equipment: NONE
Recommendation: Recommend approval as written.
Contract Negotiator . Date
Approved:
Contracting Officer Date
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CC 40AZO?O-A00
re
A r I
11ach f,rctor3,
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Office no;" 2C47
Ctetton
1y
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011!00? -- rtttloft :l hcadcry of
CODE
p
FACILITY CODE ADDRESS SHOWN
IN:
1 1. SHIP TO/MARK FOR CODE
12. PAYMENT WILL BE MADE BY CODE
f"..r-*' --z -I.,.o--f'
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tr1inct n, fl' 221r-
14. ACCOUNTING AND APPROPRIATION DATA
13.
El 10 US-C 2304(a) ( ) ^ 41 USC 253(c)
15A. ITEM NO.
15B. SUPPLIES/SERVICES
15C. QUANTITY
15D. UNIT
15E. UNIT PRICE
15F. AMOUNT
SEC.
.3. EFFECTIVE DATE
I'? rtx'', }-It'1e
PAGE(S)
(/) SEC.
1:1 FOB ORIGIN
171
STAT
10. SUBMIT INVOICES
(4 copies unless other-
wise s
ecified) TO THE
g
A
SOLICITATION/CONTRACT FORM
2
f I CONTRACT CLAUSES ... r
It
B
SUPPLIES OR SERVICES AND PRICES/COSTS'
'r,,.r 4
PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.
C
DESCRIPTION/SPECS./WORK STATEMENT
r
J LIST OF ATTACHMENTS
D
PACKAGING AND MARKING
PART IV - REPRESENTATIONS AND INSTRUCTIONS
E
INSPECTION AND ACCEPTANCE
K
REPRESENTATIONS
CERTIFICATIONS AND
F
DELIVERIES OR PERFORMANCE
r,.9
,
OTHER STATEMENTS OF OFFERORS
G
CONTRACT ADMINISTRATION DATA
l}-
L
INSTRS., CONDS., AND NOTICES TO OFFER
H
SPECIAL CONTRACT REQUIREMENTS
i7..
c
M
EVALUATION FACTORS FOR AWARD
CONTRACTING OFFICER WILL COMP
LETE ITEM
17 OR 18 AS APPLICABLE
RECEIVING - INSPECTION
1 8. ^ AWARD (Contractor is not required to sign this document.) Your
DATE RECEIVED
PIECES
SHIPMENT NUMBER
offer on Solicitation Number
including the additions or changes made by you which additions or changes
PARTIAL
FINAL
are set forth in full above, is hereby accepted as to the items listed above and
on any continuation sheets. This award consummates the contract which con-
sists of the following documents: (a) the Government's solicitati
n
d
WEIGHT
CUBE
o
an
your
offer, and (b) this award/contract. No further contractual document is neces-
sary. STAT
2OA. NAME OF CONTRACTING OFFICER
QUANTITY IN "QUANTITY ACCEPTED" COLUMN HAS BEEN
RECEIVED BY ME AND CONFORMS TO THE CONTRACT.
20B. UNITED STATES OF AMERICA
2OC. DATE SIGNED
SIGNATURE OF AUTHORIZED GOVERNMENT REP.
BY
6
8
6
(Signature of Contracting Officer)
1.
f 1988
TO BE INSPECTED BY
PROCURED AS S. C.
Other aS
NO. DEALERS
NO. BIDS RECD:
AWARDED TO LOWEST BIDDER AS
T and I
Specified
NNT
ZERO
ONE
COMP
TO PRICE EXPENDITURE
in Schedule
YES
NO Statement
Attached
MATERIAL PROC. ALLOTMENT NO.
FINANCIAL ANALYSIS NUMBER
8115-9803
PURSUANT TO SEC. 3(a) PL 81-110,1949
5
METHOD OF
AND APPLICABLE AGENCY REGULATION
PROCUREMENT
DOCUMENT CONTROL NUMBER
BUDGET REQ. OFFICE COPY TO
1502-$8'-332'
ICS/ 3&?
COTR:
NAME - ROOM - BUILDING
R
PIN or ORN:
E
For STOCK: ALLOCATION NO.
For SHIPMENT: STATION NO.
V
AIR
SEA
POUCH
OTHER (Specify)
D
I
E
A
L
NOT SUBJECT TO F.P.A.
INVOICE BY AN APPROVING OFFICIAL
RECEIVING REPORT BY AN
OTHER (AS SPECIFIED IN
(Pay on basis of certification on)
(0/F forward to office shown above.)
APPROVING OFFICIAL W/O
DEBIT VOUCHER NO.
SCHEDULE OR BELOW
C OT 2x
STAT
(EXCEPTION TO SF 26 APPROVED BY OIRM) STANDARD FORM 26 (REV. 4-85)
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STAT
National Academy of
Public Administration Foundation
Contract No. 88-A408200-000
Page 2 of 25
If you have any questions concernin this acton lease contact
the Administrative Contracting Officer,
PART I - THE SCHEDULE
SECTION A,- SOLICITATION/CONTRACT FORM
A-1. 52.216-708- Type of Contract. and Consideration (CPFF-LOET) (APR
1984)
This is a Cost Plus Fixed Fee (CPFF) Level of Effort Term type
contract, as identified under Federal Acquisition Regulation (FAR)
16.306, in the total estimated amounts set forth below:
Estimated Costs:
Fixed Fee:
Total CPFF:
$474,291.00
$ 25,709.00
$500,000.00
SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS
52.204-712 Scope of Contract (Cost Reimbursement/Level of Effort
(Term) without Task Orders) (APR 1984) (.MODIFIED)
The Contractor shall:
A. On a Level of Effort basis, provide a Personnel
.Study of the Intelligence Community program consisting of
not less than 895 nor more than 895 man/person days of
effort and expend his best efforts towards accomplishing
assigned tasks in the performance of a. study reviewing the
Intelligence Community's personnel management and
compensation systems in support of the Intelligence
Authorization Act for Fiscal Year 1988 (Title.VII, Section
701), in accordance with the Section C Statement of Work
(SOW), dated 29 January 1988, the Contractor's Technical
Proposal, dated 3 February 1988, as revised 12 February
1988, and all applicable Specifications, Application
Standards and/or Requirements documents. For the purposes
of this contract, one man/person day shall consist of eight
(8) direct, straight time hours expended by an individual
assigned to and working under this contract.
B. In. accordance with the terms and conditions set
forth hereafter, furnish the necessary qualified and
properly cleared personnel, services, travel, facilities,
and materials (except those specifically designated to be
provided by the Government) to enable accomplishment of the
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National Academy of
Public Administration Foundation
Contract No..88-A408200-000
Page 3 of 25
tasks assigned under this Contract. The estimated
composition of the total man/person hours required under
this Contract is as follows:
LABOR CATEGORY DIRECT LABOR DAYS
DAILY RATE
Sr. Res. Assoc./Project Dir.
125 Days
$325.00
Sr. Res. Assoc./Deputy Pro. Dir.
180 Days
$300.00
Research Associates
150 Days
$250.00
Research Associate
140 Days
$225.00
Admin. Ass't.
150 Days
$160.00
Project Secretary
150 Days.
$150.00
C. Conduct and/or participate in. Progress Review
Meetings, as required by the COTR, in order to review task
performance and completion.
D. Prepare and submit monthly 11 copies of the
.following documentation:
(1) Contract Status Reports.
(2) Graphic presentation of actual labor hours
expended versus planned hours on both a monthly and
cumulative basis.
(3) Cost Expenditure Reports.
E. The Contractor shall continually evaluate the
total level of effort required and recommend, to the
'Government, changes thereto which are considered beneficial
in. attaining the overall objectives of this contract. In
controlling the utilization of man-days of effort, the
Contractor shall promptly notify the Contracting Officer,
in writing, when there is an indication that premature
exhaustion of the total man-days of effort is predicted.
F. It is understood and agreed that the rate of
man-days during the period of performance may fluctuate in
pursuit of the technical objective; however, such
fluctuations will be controlled to avoid an exhaustion of
the total man-days of effort before the expiration of the
term of the contract. Further and when deemed necessary by
the Contractor, the days of effort in any classification
shown in paragraph B, above, may be used in any other
direct labor classifications.
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Public Administration Foundation
Contract No..88-A408200-000
Page 4 of 25
G. It is further agreed that the Contractor may
submit written requests for acceleration of the average
daily rate of effort that will result in the utilization of
the total man-days set forth above prior to the expiration
date -of this contract. If such request is approved by the
Contracting Officer, the accelerated performance shall be
without increase in contract price and the transaction
formalized by Supplemental Agreement to this contract.
H. On or about the completion date of this contract,
the Contractor shall submit to the Contracting Officer a
brief certified statement supported by a breakdown, by
labor category, of the labor days actually expended in the
performance of this contract. In the event and to the
extent that days of expenditure of direct labor days are
accepted under the provision entitled "Reimbursement of
Costs", they shall be credited against the days of the
Contractor's obligations as set forth herein.
I. The Fixed Fee for performance under this contract
is predicated upon the contractor furnishing at least the
minimum but up to and including the maximum effort
specified. In the event the minimum effort. is not provided
as specified, the fee will be adjusted accordingly.
J. Reductions in either the minimum and/or maximum
quantity of man-days or in the Period of Performance of
this contract may be made in accordance with the procedures
established by the clause of this contract entitled
"Changes".
K. In the event the Government desires an additional
level of effort in excess of the maximum man-days specified
prior to contract completion, the parties shall negotiate
to make.equitable adjustment of the amount of Fixed Fee
payable hereunder.
L. There is an amount of $40,418.00 set-aside
included in the total amount of this contract to be used in
general support, i.e., labor and other direct costs, when
specifically identified and approved by the Contracting
Officer. This amount was arrived at as follows:
Survey/Research Assistance
$20,500.00
Overhead 86%
17,630.00
Academy Fee 6%
2,288.00
Total
$40,418.00
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Public Administration Foundation
Contract No..88-A408200-000
Page 5 of 25
SECTION C - STATEMENT OF WORK
*** SEE SECTION J - LIST OF ATTACHMENTS ***
SECTION D - PACKING AND MARKING
*** NOT APPLICABLE TO THIS CONTRACT ***
SECTION E - INSPECTION AND ACCEPTANCE
E-1. 52.246-704 Inspection and Acceptance (Cost Reimbursement
Supplies/Services) (APR 1984)
The following clause(s) is/are incorporated as a part of this
solicitation or contract by reference with the same force and effect
as though herein set forth in full text:
(X) 52.246-5 Inspection of Services - Cost Reimbursement (APR 1984)
E-2. 52.246-709 Inspection and Acceptance at Destination (APR 1984)
Final inspection and acceptance of work accomplished, services
provided and/or items produced or deliverable under this contract
shall be performed at destination by the duly authorized Contracting
Officer's Technical Representative (COTR).
SECTION F - DELIVERIES OR PERFORMANCE
F-1. 52.252-2 Clauses Incorporated By Reference (APR 1984)
(A) This contract incorporates the following clauses by reference,
with the same full force and effect as if they were given full text. Upon
request the Contracting Officer will make this text available.
I.
FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES
F-2.
52.212-13
Stop Work Order (APR 1984)
F-3.
52.247-34
F.o.b. Destination (APR 1984)
F-4.
Period of Performance
The period of performance of this contract shall be from
17 February 1988 to 30 January 1989.
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Public Administration Foundation
Contract No. 88-A408200-000
.Page 6 of 25
F-5. 52.212-700 Personal Delivery (APR 1984)
In the event any item under this contract is personally
delivered to the COTR, the Contractor shall obtain a signed receipt
in duplicate from the COTR. One copy of the receipt shall be
attached to the Contractor's invoice submitted for payment for such
item(s). Failure to do so will result in delayed payment as the
Disbursing Officer is prohibited from making payment without evidence
of delivery.
F-6. 52.212-701 Late Delivery (APR 1984)
When the Contractor encounters difficulty in meeting performance
requirements, or anticipates difficulty in complying with the
contract delivery schedule or date, he shall immediately notify the
Contracting Office in writing giving pertinent details; provided,
however, that his data shall be informational only in character and
that this provision shall not be construed as a waiver by the
Government of any delivery schedule for any rights or remedies
provided by law or under this contract.
F-7. 52.245-700 Government Furnished Property (Schedule) (APR 1984)
(Modified)
A. Under the contract clause entitled "Government Property",
the Government shall deliver to the Contractor the following
property for use in the performance of this contract or such other
contract(s) as may be authorized by the Contracting Officer:
ITEM
NO.
ESTIMATED
DESCRIPTION QTY. VALUE
DELIVERY
DATE(S)
1.
Office Space up to 1,000 Sq.Ft.
ALL
$ N/A
At Award
2.
Local Telephone service
ALL
$ N/A
At Award
3.
Office Supplies & Furniture
All
$ N/A
At Award
4.
Janitorial Services
All
$ N/A
At Award
5.
Facilities Security & Maintenance ALL
$ N/A
At Award
6.
Municipal Utilities & Electricity All
$ N/A
At Award
7.
Secure Storage for Materials
All
$ N/A
At Award
NOTE: All Government Furnished Property is furnished at
facilities located in Northern Virginial.
B. The contractor shall verify the quantity and condition of
the property identified above immediately upon receipt. Shortages
and/or damaged or defective property shall be promptly reported to
the Contracting Officer after having a confirming inspection thereof
made by a designated representative of the Contracting Officer. The
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L)
National Academy of
Public Administration Foundation
Contract No..88-A408200-000
Page 7 of 25
Contractor may also request a confirming inspection by the carrier's
representative where it considers the damage to be attributable, in
some degree, to the carrier.
C. Liability: As limited by the Section I Contract Clause
governing Government property, the Contractor will be liable for the
loss, destruction or impairment of the usefulness of the Government
property and facilities provided under this contract..
D. Inventory Accounting: On 30 September of each calendar
year or within 30 days after completion or termination of this
contract, whichever occurs-first, the Contractor shall provide an
accounting of all Government Property which has come into its
possession or custody under this contract. In fulfillment of the
requirements of the above reference clause, reporting of Government
Property inventory shall be submitted in Standard Form 1400 - Series
documents or other such Contractor documents as may be approved for
use by the Contracting Officer.
E. All inquiries with regard to the above property should be
directed to the Contracting Officer.
F-8. 52.212-712 Time of Delivery (Modified)
The Government requires delivery of the items specified in the
statement of work as. deliverables according to the schedule set
forth under the statement of work.
F-9. 52.212-713 Place of Performance (Modified)
All work performed under this contract shall be at Government
facilities located in the Northern Virginia area.
F-10. Contract Status Report
Monthly contract status reports shall be submitted to the
Contracting Officer not later than 15 calendar days after the colose
of the month covered by the report and shall include, among other
things, the percentage of total performance of the contract
completed and the percentage of total estimated or target cost
expended as of the end of that month. Such report shall be in the
format of Attachment 1 to the contract. When this report indicates
a deviation of 15 percent or more from the Contractor's original
projection of either monthly ecpenditures or performance goals, th
contractor shall recite reasons therefore. Failure to submit this
report will result in delay in payment of invoices.
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Contract No. 88-A408200-000
Page 8 of 25
SECTION G - CONTRACT ADMINISTRATION DATA
G-l. 52.242-701 Authority and Designation of a Contracting Officer's
Technical Representative (COTR) (B) (APR 1984)
A. Authority. Performance of this contract is subject to the
technical guidance, supervision and approval of the Contracting
Officer or his designated representative (COTR). As used herein,
"technical guidance" is restricted to scientific, engineering or
other technical field of discipline matters, directly related to the
work to be performed. Such guidance may be provided for the purposes
of filling in details, clarifying, interpreting or otherwise serving
to accomplish the technical administration of this contract and the
inspection. of supplies being produced, services.being provided or
work being performed to assess compliance with the scope, estimated
cost (if.Cost Reimbursement), schedule and technical requirements of
the contract.
B. Designation. The individual(s) identified below is/are
authorized access to all information concerning this contract during
.the life of the contract unless this authorization is reassigned by
an Administrative Change to the Contract:
Telephone No.
C. Notification. The Contracting Officer is the only
representative of the Government authorized to negotiate, enter into,
modify or take any other action with respect to contracts.
Therefore, no other employee or representative of the Government has
the authority to initiate a course of action which may alter the
terms of this contract. All revisions to specifications,
requirements or informal commitments which may involve a change in
either the total cost/price, scope, delivery schedule or legal
aspects of this contract must be accomplished by change order or
supplemental agreement, to be negotiated and signed by the
Contracting Officer. Should any action by Government personnel
(other than the Contracting Officer) imply a commitment on the part
of the Government which would effect the terms of this contract, the
Contractor must notify the Contracting Officer and obtain approval
prior to proceeding. Otherwise, the Contractor proceeds at his own
risk.
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~J L)
National Academy of
Public Administration Foundation
Contract No.. 88-A408200-000
Page 9 of 25
G-2. 52.232-700 Payment and Invoicing Instructions (A) (APR 1984)
Invoices shall be mailed to the following payments office:
Chief, Commercial Claims Branch
P.O. Box 12708
Rosslyn Station
Arlington, VA 22209
Payment will be made by the Government not later than 30 days
from the date a proper invoice is received by the above payments
office. A proper invoice must include:
a. Contractor's name and invoice date
b. Contract number
c. Itemized.cost elements and fee (for cost reimbursable
contracts)
Itemized labor categories and material costs (for T&M
contracts).
d. Name, title, phone number, and complete mailing
address of responsible office to whom payment is to be made.
.Notice of an apparent error, defect, or impropriety in an
invoice shall be given to the contractor within 15 days of receipt of
the invoice by the payment office. Inquiries regarding invoices can
be made to Chief, Commercial Claims Branch on
ORDER OF PRECEDENCE (JAN 1986)
Any inconsistency in this solicitation or contract shall be
resolved by giving precedence in the following order:
(a) The schedule (excluding the Specifications)
(b) Representations and other instructions
(c) Contract Clauses
(d) Other documents, exhibits, and attachments; and
(e) the Specifications
STAT
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SECTION H - SPECIAL CONTRACT REQUIREMENTS
H-1. 52.216-7 Allowable Cost and Payment (APR 1984)
(a) Invoicing. The Government shall make payments to the
Contractor when requested as work progresses, but (except for small
business concerns) not more often than once every 2 weeks, in amounts
determined to be allowable by the Contracting Officer in accordance
with Subpart 31 _2 of the Federal Acquisition Regulation (FAR) in effect
on the date of this contract and the terms of this Contract. The
Contractor may submit to an authorized representative of the
Contracting Officer, in such form and reasonable detail as the
.representative may require, an invoice or voucher supported by a
statement of the claimed allowable cost for performing this contract.
(b) Reimbursing costs.
(1) For the purpose of reimbursing allowable costs (except
as provided in subparagraph (2) below, with respect to pension.,
deferred profit sharing, and employee stock ownership plan
contributions), the term "costs" includes only--
(i) Those recorded costs that, at the time of the
request for reimbursement, the Contractor has paid by cash,
check, or other form of actual payment for items or services
purchased directly for the contract;
(ii). When the Contractor is not delinquent in paying
costs of contract performance in the ordinary course of
business, costs incurred, but not necessarily paid, for--,
(A) Materials issued from the Contractor's
inventory and placed in the production process for use
on the contract;
costs,
(B)
(C)
(D)
(E)
as
Direct labor;
Direct travel;
Other direct in-house costs; and
Properly allocable and allowable indirect
shown in the records maintained by the
Contractor for purposes of obtaining reimbursement under
Government contracts; and
(iii) The amount of progress, payments that have been
paid to the Contractor's subcontractors under similar cost
standards.
(2) Contractor contributions to any pension, profitsharing,
or employee stock ownership plan funds that are paid quarterly or
more often may be included in indirect costs for payment purposes;
provided, that the Contractor pays the-contribution to the fund
within 30 days after the close of the period covered. Payments
made 30 days or more after the close of a period shall not be
included until the Contractor contributions that are paid less
often than quarterly shall be excluded from indirect costs for
payment purposes until the Contractor actually makes the payment.
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(3) Notwithstanding the audit and adjustment of invoices or
vouchers under paragraph (g) below, allowable indirect costs under
this contract shall be obtained,by applying indirect costs rates
established in accordance with paragraph (d) below.
(4) Any statements in specifications or other documents
incorporated in this contract by reference designating performance
of services or furnishing or materials at the Contractor's expense
or at no cost to the Government shall be disregarded for purposes
of cost-reimbursement under this clause.
(c) Small business concerns. A small business concern may be
paid more often than every 2 weeks and may invoice and be paid for
recorded costs for items or services purchased directly for the
contract, even though the concern has not yet paid for those items or
services.
(d) Final indirect cost rates.
(1) Final annual indirect cost rates and the appropriate
bases shall be established in accordance with Subpart 42.7 of the
Federal Acquisition Regulation (FAR) in effect for the period
covered by the indirect cost rate proposal.
(2) The Contractor shall, within 90 days after the
expiration of each of its fiscal years, or by a later date
approved by the Contracting Officer, submit to the cognizant
Contracting Officer responsible for negotiating its final indirect
cost rates and, if required by agency procedures, to the cognizant
audit activity proposed final indirect cost rates for that period
and supporting cost data specifying the contract and/or
subcontract to which the rates apply. The proposed rates shall be
based on the Contractor's actual cost experience for that period.
The appropriate Government representative and Contractor shall
establish the final indirect cost rates as promptly as practical
after receipt'of the Contractor's proposal.
(3) The Contractor and the appropriate Government
representative shall execute a written understanding setting forth
the final indirect cost rates. The understanding shall specify
(1) the agreed-upon final annual indirect cost rates, (II) the
bases to which the rates apply, (III) the periods for which the
rates apply, (iv) any specific indirect cost items treated as
direct costs in the settlement, and (v) the affected contract
and/or subcontract, identifying any with advance agreements or
special terms and the applicable rates. The understanding shall
not change any monetary ceiling, contract obligation, or specific
cost allowance or disallowance provided for in this contract. The
understanding is incorporated into this contract upon execution.
(4) Failure by the parties to agree on a final annual
indirect cost rate shall be a dispute within the meaning of the
Disputes clause.
(e) Billing rates. Until final annual indirect cost rates are
established for any period, the Government shall reimburse the
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Contractor at billing rates established by the Contracting Officer or
by an authorized representative (the cognizant auditor), subject to
adjustment when the final rates are established. These billing rates--
(1) Shall be the anticipated final rates; and
(2) May be prospectively or retroactively revised by mutual
agreement, at either party's request, to prevent substantial
overpayment or underpayment.
(f) Quick-closeout procedures. When the Contractor and
Contracting Officer agree, the quick-closeout procedures of Subpart
42.7 of the FAR may be used.
(g) Audit. At any time or times before final payment, the
Contracting Officer may have the Contractor's invoices or vouchers and
statements of cost audited. Any payment may be (1) reduced by amounts
found by the Contracting Officer not to constitute allowable costs or
(2) adjusted for prior overpayments or underpayments.
(h) Final payment.
(1) The Contractor-shall submit a completion invoice or
voucher, designated as such, promptly upon completion of the work,
but no later than one year (or longer, as the Contracting Officer
may approve in writing) from the completion date. Upon approval
of that invoice or voucher, and upon the Contractor's compliance
with all terms of this contract, the Government shall promptly pay
any balance of allowable costs and that part of the fee (if any)
not previously paid.
(2) The Contractor shall pay to the Government any refunds,
rebates, credits, or other amounts (including interest, if any)
accruing to or received by the Contractor or any assignee under
this contract, to the extent that those amounts are properly
allocable to costs for which the Contractor has been reimbursed by
the Government. Reasonable expenses incurred by the Contractor
for securing refunds, rebates, credits, or other amounts shall be
allowable costs if approved by the Contracting Officer. Before
final payment under this contract, the Contractor and each
assignee whose assignment is in effect at the time of final
payment shall execute and deliver--
(i) An assignment to the Government, in form and
substance satisfactory to the Contracting Officer, of
refunds, rebates, credits, or other amounts (including
interest, if any) properly allocable to costs for which the
Contractor has been reimbursed by the Government under this
contract; and
(ii) A release discharging the Government, its
officers, agents, and employees from all liabilities,
obligations, and claims arising out of or under this
contract, except--
(A) Specified claims stated in exact amounts, or
in estimated amounts when the exact amounts are not
known;
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(B) Claims (including reasonable incidental
expenses) based upon liabilities of the Contractor to
third parties arising out of the performance of this
contract; provided, that the claims are not known to the
Contractor on the date of the execution of the release,
and that the Contractor gives notice of the claims in
writing to the Contracting Officer within 6 years
following the release date or notice of final payment date,
whichever is earlier; and
(C) Claims for reimbursement of costs including
reasonable incidental expenses, incurred by the
Contractor under the patent clauses of this contract,
excluding, however, any expenses arising from the
Contractor's indemnification of the Government against
patent liability.
H-2. 52.216-8 Fixed Fee (APR 1984,)
(a) The Government shall pay the Contractor for performing this
contract the fixed fee specified in the Schedule.
(b) Payment of the fixed fee shall be made as specified in the
Schedule; provided, that after payment of 85 percent of the fixed
.fee, the Contracting Officer may withhold further payment of fee
until a reserve is set aside in an amount that the Contracting
Officer considers necessary to protect the Government's interest.
This reserve shall not exceed 15 percent of the total fixed fee or
$100,000., whichever is less.
H-3. 52.222-2 Payment for Overtime Premiums (APR 1984)
(a) The use of overtime is authorized under this contract if
the overtime premium cost does not exceed $0.00. In addition to this
dollar ceiling, overtime is permitted only for work -
. (1) Necessary to cope with emergencies such as those
resulting from accidents, natural disasters, breakdowns of
production equipment, or occasional production bottlenecks of a
sporadic nature;
(2) By indirect-labor employees such as those performing
duties in connection with administration, protection,
transportation, maintenance, standby plant protection, operation
.of utilities, or accounting;
(3) To perform tests, industrial processes, laboratory
procedures, loading or unloading of transportation conveyances,
and operations in flight or afloat that are continuous in nature
and cannot reasonably be interrupted or completed otherwise; or
(4) That will result in lower overall costs to the
Government.
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(b) Any request for estimated overtime premiums that exceeds
the amount specified above shall include all estimated overtime for
contract completion and shall -
(1) Identify the work unit; e.g., department or section in
which the requested overtime will be used, together with present
workload, staffing,.and other data of the affected unit
sufficient to permit the Contracting Officer to evaluate the
necessity for the overtime;
(2) Demonstrate the effect that denial of the request will
have-on the contract delivery or performance schedule;
(3) Identify the.extent to which approval of overtime
would affect the performance or payments in connection with
other Government contracts, together with identification of each
affected contract; and
(4) Provide reasons why the required work cannot be
performed by using multishift operations or by employing
additional personnel.
H-4. .52.232-9 Limitation on Withholding of Payments (APR 1984)
If more than one clause or Schedule term of this contract
authorizes the temporary withholding of amounts otherwise payable to
..the Contractor for supplies delivered or services performed, the
total of the amounts withheld at any one time shall not exceed the
greatest amount that may be withheld under any one clause or Schedule
term at that time; provided, that this limitation shall not apply to--
.(a) Withholdings pursuant to any clause relating to wages
or hours of employees;
(b) Withholdings not specifically provided for by this
contract;
(c) The recovery of overpayments; and
(d) Any other withholding for which the Contracting
Officer determines that this limitation is inappropriate.
H-5. 52.232-17 Interest (APR 1984)
(a) Notwithstanding any other clause of this contract, all
amounts that become payable by the Contractor to the Government under
this contract (net of any applicable tax credit under the Internal
Revenue Code (26 U.S.C. 1481)) shall bear simple interest from the
date due until paid unless paid within 30 days of becoming due. The
interest rate shall be the interest rate established by the Secretary
of the Treasury as provided in Section 12 of the. Contract Disputes
Act of 1978 (Public Law 95-563), which is applicable to the period in
which the amount becomes due, as provided in paragraph (b) of this
clause, and then at the rate applicable for each six-month period as
fixed by the Secretary until the amount is paid.
(b) Amounts shall be due at the earliest of the following dates:
(1) The date fixed under this contract.
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(2) The date of the first written demand for payment
consistent with this contract, including any demand resulting
from a default termination.
(3) The. date the Government transmits to the Contractor a
proposed supplemental agreement to confirm completed
negotiations establishing the amount of debt.
(4) If this contract provides for revision of prices, the
date of written notice to the Contractor stating the amount of
refund payable in connection with a pricing proposal or a
negotiated pricing agreement not confirmed by contract
modification..
(c) The interest charge made under this clause may be reduced
under the procedures prescribed in 32.614-2 of the Federal
Acquisition Regulation in effect on the date of this contract.
H-6. 52.232-20 Limitation of Cost (APR 1984)
.(a) The parties estimate that performance of this contract,
exclusive.of any fee, will not cost the Government more than (1) the
estimated cost specified in the Schedule or, (2) if this is a
cost-sharing contract, the Government's share of the estimated cost
specified in the Schedule. The Contractor agrees to use its best
efforts to perform the work specified in the Schedule and all
obligations under this contract within the estimated cost, which, if
this is a cost-sharing contract, includes both the Government's and the
Contractor's share of the cost.
(b) The Contractor shall notify the Contracting Officer in
writing whenever it has reason to believe that-
(1) The costs the contractor expects to incur under this
contract in the next 60 days, when added to all costs previously
incurred, will exceed 75 percent of the estimated cost specified
in the Schedule; or
(2) The total cost for the performance of this contract,
exclusive of any fee, will neither greater or substantially less
than had been previously estimated.
(c) As part of the notification, the Contractor shall provide the
Contracting Officer a revised estimate of the total cost of performing
this contract.
(d) Except as required by other provisions of this contract,
specifically citing and stated to be an exception to this clause-
(1) The Government is not obligated to reimburse the
Contractor for costs incurred in excess of (i) the estimated cost
specified in the Schedule or, (ii) if this is a cost-sharing
contract, the estimated cost to the Government specified in the
Schedule; and
(2) The Contractor is not obligated to continue performance
under this contract (including actions under the Termination
clause of this contract) or otherwise incur costs in excess of the
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estimated cost specified in the Schedule, until the Contracting
Officer (i) notifies the Contractor in writing that the estimated
cost has been increased and (ii) provides a revised estimated
total cost of performing this contract. If this is a cost-sharing
contract, the increase.shall be allocated in accordance with the
formula specified in the Schedule.
(e) No notice, communication, or representation in any form other
than that specified in subparagraph (d)(2) above, or from any person
other than the Contracting Officer, shall affect this contract's
estimated cost to the Government. In the absence of the specified
notice, the Government is not obligated to reimburse the Contractor for
any costs in excess of the estimated cost or, if this is a cost-sharing
contract, for any costs in excess of the estimated cost to the
Government specified in the Schedule, whether those excess costs were
incurred during the course of the contract or as a result of
termination.
(f) If the estimated cost specified in the Schedule is increased,
any costs the Contractor incurs before the increase that are in excess
of the previously estimated cost shall be allowable to the same extent
as if incurred afterward, unless the Contracting Officer issues a
termination or other notice directing that the increase is solely to
cover. termination or other specified expenses.
(g) Change orders shall not be considered an authorization to
exceed the estimated cost to the Government specified in the Schedule,
unless they contain a statement increasing the estimated cost.
(h) If this contract is terminated or the estimated cost is not
increased, the Government and the Contractor shall negotiate an
equitable distribution of all property produced or purchased under the
contract, based upon the share of costs incurred by each.
H-7. 52.217-9 Option to Extend the Term of the Contract - Services (APR
1984)
(a) The Government may extend the term of this contract by
written notice to the Contractor within the time specified in the
Schedule; provided, that the Government shall give the Contractor a
preliminary written notice of its intent to extend at least 60 days
before the contract expires. The preliminary notice does not commit
the Government to an extension.
(b) If the Government exercises this option, the extended
contract shall be considered to include this option provision.
(c) The.total duration of this contract, including the exercise
of any options under this clause, shall not exceed 30 September 1989.
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H-8. 52.237-3 Continuity of Services (APR 1984)
(a) The Contractor recognizes that the services under this
contract are vital to the Government and must be continued without
interruption and that, upon contract expiration, a successor, either
the Government or another contractor, may continue them. The
Contractor agrees to (1) furnish phase-in training and (2) exercise
its best efforts and cooperation to effect an orderly and efficient
transition to a successor.
(b) The Contractor shall, upon the Contracting Officer's
written notice, (1) furnish phase-in, phase-out services for up to 60
days after this contract expires and (2) negotiate in good faith a
plan with a successor to.determine the nature and extent of phase-in,
phase-out services required. The plan shall specify a training
program and a date for transferring responsibilities for each
.division of work described in the plan, and shall be subject to the
Contracting Officer's approval. The Contractor shall provide
sufficient. experienced personnel during the phase-in, phase-out
period to ensure that the services called for by this contract are
maintained at the required level of proficiency.
. (c) The Contractor shall allow as many personnel as practicable
to remain on the job to help the successor maintain the continuity
and consistency of the services required by this contract. The
Contractor also shall disclose necessary personnel records and allow
the successor to conduct onsite interviews with these employees. If
selected employees are agreeable to the change, the Contractor shall
release them at a mutually agreeable date and negotiate transfer of
their earned fringe benefits to the successor.
(d) The Contractor shall be reimbursed for all reasonable
,phase-in, phase-out costs (i.e., costs incurred within the agreed
period after contract expiration that result from phase-in, phase-out
operations) and a fee (profit) not to exceed a pro rata portion of
the fee (profit) under this contract.
H-9. 52.204-715 Full Contract Funding Allotment and Obligation (APR
1984)
In total support of the Government's obligation to reimburse
the Contractor for the delivery of supplies and/or the performance
of services or efforts as herein contracted, funding in the total
amount of $500,000.00 has been appropriated/allotted and is hereby
made available for reimbursement(s) under the terms and conditions
therefor'. Except as may be specifically required by other
provisions of this contract, the Government is not obligated to
reimburse the Contractor for costs incurred and the Contractor is
not obligated to continue performance under this contract or
otherwise incur costs, in excess of the estimated or Target Cost
specified elsewhere in this Schedule, unless and until the
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Contracting officer notifies the Contractor in writing that the
current allotment/obligation has been increased and specifies an
increased amount, which shall then constitute the total amount
allotted by the Government to this contract. Such notification
shall be provided in the form of an Amendment to this contract.
H-10. 52.204-721 Reimbursement of Costs (Full Funding) (APR 1984)
(i) Allowable costs constitute those costs incurred by
the Contractor in the performance of this contract which are
accepted by the Contracting Officer or his duly authorized
representative as chargeable hereto in accordance with the
General Provision entitled "Allowable Costs and Payment" (FAR
52.216-7), as limited by the General Provision entitled
"Limitation of Cost" (FAR 52.232-20).
(ii) Travel shall be reimbursed at cost. Subsistence
shall be reimbursed at cost or on a per diem basis consistent
with the Contractor's standard policy for the labor category
concerned, provided such expense is chargeable directly to this
contract in accordance with the Contractor's established method
of distributing such expense.
(iii) Upon determination of the allowable costs,
actual overhead and general.and administrative expense costs
applicable to this contract, any payment that has been made to
the Contractor shall be adjusted to reflect such actual costs.
(iv) The total travel requirements of thiscontract shall
.not exceed the amount of $14,190.00, unless and until the
Contracting Officer notifies the Contractor in writing that
such limitation has been increased and specified an increased
amount, which shall then constitute the total limitation for
travel requirements.
(v) Overtime Premiums as authorized under this contract
shall not exceed the amount of $0.00, unless and until the
Contracting Officer notifies the Contractor in writing that
such limitation has been increased and specifies an increased
amount, which shall then constitute the total authorization
applicable to the General Provision entitled "Payment of
Overtime Premiums" (FAR 52.222-2).
(vi) It.is understood and agreed that Facilities Capital
Cost of Money (FCCM), as identified under FAR 31.205-10 and
Cost Accounting Standard (CAS) 414, shall not be an
allowable/chargeable cost under this contract and, as a result,
is hereby waived pursuant to FAR 52.215-31 entitled "Waiver of
Facilities Capital Cost of Money" which is incorporated as a
part of this contract by reference.
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H-11. 52.232-23 Assignment of Claims (APR 1984)
(a) The Contractor, under the Assignment of Claims Act,
as amended, 31 U.S.C. 203, 41 U.S.C. 15 (hereafter referred to
as the "the Act"), may assign its rights to be paid amounts due
or to become due as a result of the performance of this
contract to a bank, trust company, or other financing
institution, including any Federal lending agency. The
assignee under such an assignment may thereafter further assign
or reassign its right under the original assignment to any type
of financing institution described in the preceding sentence.
(b) Any assignment or reassignment authorized under the
Act and this clause shall cover all unpaid amounts payable.
under this contract, and shall not be made to more than one
party, except that an assignment or reassignment may be made to
one party as agent or trustee for two or more parties
participating in the financing of this contract.
(c) The Contractor shall not furnish or disclose to any
assignee under this contract any classified document (including
this contract) or information related to work under this
contract until the Contracting Officer authorizes such action
in writing.
H-12. 52.242-1 Notice of Intent to Disallow Costs (APR 1984)
(a) Notwithstanding any other clause of this contract-
(1) The Contracting Officer may at any time issue to
the Contractor a written notice of intent to disallow
specified costs incurred or planned for incurrence under
this contract that have been determined not to be
allowable under the contract terms; and
(2) The Contractor may, after receiving a notice
under subparagraph (1) above, submit a written response to
the Contracting Officer, with justification for allowance
of the costs. If the Contractor does respond within 60
.days, the. Contracting Officer shall, within 60 days of
receiving the response, either make a written withdrawal
of the notice or issue a written decision.
(b) Failure to issue a notice under this Notice of Intent
to Disallow Costs clause shall not affect the Government's
rights to take exception to incurred costs.
H-13. 52.243-7 Notification of Changes (APR 1984)
(a) Definitions. "Contracting Officer", as used in this
clause, does not include any representative of the Contracting
Officer. "Specifically Authorized Representative (SAR)", as used
in this clause, means any person the Contracting Officer has so
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designated by written notice (a copy of which shall be provided
to the Contractor) which shall refer to this subparagraph and
shall be issued to the designated representative before the SAR
exercises such authority.
(b) Notice. The primary purpose of this clause is to
obtain prompt reporting of Government conduct that the Contractor
considers to constitute a change to this contract. Except for
changes identified as such in writing and signed by the
Contracting Officer, the Contractor shall notify the
Administrative Contracting Officer in writing promptly, within 30
calendar days from the date that the Contractor identifies any
Government conduct (including actions, inactions, and written or
oral communications) that the Contractor regards as a change to
the contract terms and conditions. On the basis of the most
accurate information available to the Contractor, the notice
shall: state-
(1) The date, nature, and circumstances of the conduct
regarded as a change;
(2) The name, function, and activity of each
Government individual and Contractor official or employee
involved in or knowledgeable about such conduct;
(3) The identification of any documents and the
substance of any oral communication involved in such conduct;
(4) In the instance of alleged acceleration of
scheduled performance or delivery, the basis upon which it
arose;
(5) The particular elements of contract performance
for which the Contractor may seek an equitable adjustment
under this clause, including-
(i) What contract line items have been or may be
affected by the. alleged change;
(ii) What labor or materials or both have been or
may be added, deleted, or wasted by the alleged change;
(iii)
To the extent practicable, what delay and disruption in
..the manner and sequence of performance and effect on
continued performance have been or may be caused by the
alleged change;
(iv) What adjustments to contract price, delivery
schedule, and other provisions affected by the alleged
change are estimated; and
(6) The Contractor's estimate of the time by which the
Government must respond to the Contractor's notice to
minimize cost, delay or disruption of performance.
(c) Continued performance. Following submission of the
notice required by (b) above, the Contractor shall diligently
continue performance of this contract to the maximum extent
possible in accordance with its terms and conditions as construed
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by the Contractor, unless the notice reports a direction of the
Contracting Officer or a communication from a SAR of the
Contracting Officer, in either of which events the Contractor
shall continue performance; provided, however, that if the
Contractor regards the direction or communication as a change as
described in (b) above, notice shall be given in the manner
provided. All directions, communications, interpretations,
orders and similar actions of the SAR shall be reduced to writing
promptly and copies furnished to the. Contractor and to the
Contracting Officer. The Contracting Officer shall promptly
countermand any action which exceeds the authority of the SAR.
(d) Government response. The Contracting Officer shall
promptly, within 30 calendar days after receipt of notice,
respond to the notice in writing. In responding, the Contracting
Officer shall either-
(1) Confirm that the conduct of which the Contractor
gave notice constitutes a change and when necessary direct
the mode of further performance;
(2) Countermand any communication regarded as a change;
(3) Deny that the conduct of which the Contractor gave
notice constitutes a change and when necessary direct the
mode of further performance; or
(4) In the event the Contractor's notice information
is inadequate to make a decision under (1), (2), or (3)
above, advise the Contractor what additional information is
required, and establish the date by which it should be
furnished and the date thereafter by which the Government
will respond.
(e) Equitable adjustments. (1) If the Contracting Officer
confirms that Government conduct effected a change as alleged by
the Contractor, and the conduct causes an increase or decrease in
the Contractor's cost of, or the time required for, performance
of any part of the work under this contract, whether changed or
not changed by such conduct, an equitable adjustment shall be
made-
(i) In the contract price or delivery schedule or
both; and
(ii) In such other provisions of the contract as
may be affected.
(2) The contract shall be modified in writing
accordingly. In the case of drawings, designs or
specifications which are defective and for which the
Government is responsible, the equitable adjustment shall
include the cost and time extension for delay reasonably
incurred by the Contractor in attempting to comply with the
defective drawings, designs or specifications before the
Contractor identified, or reasonably should have identified,
such defect. When the cost of property made obsolete or
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excess as a result of a change confirmed by the Contracting
Officer under this clause is included in the equitable
adjustment, the Contracting Officer shall have the right to
prescribe the manner of disposition of the property. The
equitable adjustment shall not include increased costs or
time extensions for delay resulting from the Contractor's
failure to provide notice or to continue performance as
provided, respectively, in (b) and (c) above.
H-14. DAR SUPP 52.227-7030 Technical Data - Withholding of Payment (JUL
1976)
(a) If "Technical Data" (as defined in the clause of this
contract entitled "Rights in Technical Data and Computer
Software"), or any part thereof, specified to be delivered under
this contract, is not delivered within the time specified by this
contract or is deficient upon..delivery (including having
restrictive markings not specifically authorized by this
contract), the Contracting Officer may until such data is
accepted by the Government, withhold payment to the Contractor of
ten percent (10%) of the total contract price or amount unless a
lesser withholding is specified in the contract. Payments shall
not be withheld nor any other action taken pursuant to this
paragraph when the Contractor's failure to make timely delivery
or to deliver such data without deficiencies arises out of causes
beyond the control and without the fault or negligence of the
Contractor.
(b) After payments total ninety percent (90%) of the total
contract price or amount and if all technical data specified to
be delivered under this contract has not been accepted, the
Contracting Officer may, withhold from further payment such sum
as he considers appropriate, not exceeding ten percent (10%) of
the total contract price or amount unless a lesser withholding
limit is specified in the contract.
(c) The withholding of any amount or subsequent payment to
the Contractor shall not be construed as a waiver of any rights
accruing to the Government under this contract.
H-15. Security Requirements
The building wherein all work hereunder will be performed is
under strict security control. The Contractor agrees on behalf
of himself and all subcontractors that he will assign only U.S.
citizens to perform stated efforts. All persons granted access
to the Government's building shall be subject to espionage laws
and other Federal laws relating to improper disclosure of
classified information.
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H-16. Security Restrictions
The association of the Sponsor with the work being performed
hereunder is UNCLASSIFIED. Work, reports, and/or hardware under
this contract classified SECRET and up to TOP SECRET SI/TK are
authorized to be produced or developed hereunder. The Contractor
shall not store any classified materials at his facility.
H-17. Personal Conduct
The Contractor and his employees shall comply with the
conduct requirements in effect at the Government's work site.
The Government reserves the right to exclude or remove from the
site any employee of the Contractor or of a subcontractor whom
the Government deems careless, insubordinate, or otherwise
objectionable or whose continued employment on the work is deemed
by the Government to be contrary to the public interest.
Exclusion under such circumstances will not relieve the
Contractor from full performance within the cost/price and
schedule requirements of this agreement, nor will it provide the
.basis for any future claims against the Government.
H-18. Contractor Personnel Supervision
The Contractor's personnel shall at all times be considered
and recognized as employees of the Contractor and under his
control as far as the contractual relationship is concerned. In
order to ensure that the services as defined in the Statement of
Work are satisfactorily performed, the Contracting Officer, or
his designee, shall issue directions and requirements concerning
the work to be performed only to the designated supervisory
personnel of the Contractor who shall, in turn, be responsible to
ensure that the requested services are performed in a manner
satisfactory to such Contracting Officer or his designee.
H-19. Foreign Ownership, Control, or Influence:
The Contractor is advised that it is the Government's intent
to secure services or equipment from firms which are not under
foreign ownership, control, or influence (FOCI) or where any FOCI
may, in the opinion of the Government, adversely impact on
Government security requirements. Accordingly, all firms
initiating performance of a contract are required to submit a DOD
Form 441s (Certificate Pertaining to Foreign Interests) prior to
contract performance. DOD Form 441s entries should specify,
where necessary, the identity, nature, degree, and impact of any
FOCI on their organization or
activities. Notwithstanding the limitation on contracting with a
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vendor under FOCI identified above, the Government reserves the
right to contract with such firms under appropriate arrangements,
when it determines that such contracts will be in the best
interest of the Government.
H-20. Key Personnel
The Contractor shall assign the following appropriate
personnel with Sponsor TOP SECRET INDUSTRIAL SECURITY STAFF
APPROVAL, SI/TK clearances to be available to commence work under
this contract:
Title
The personnel. specified above are considered to be
essential to the work performed hereunder. Prior to diverting
any of the specified individuals to other programs, the
Contractor shall provide advance notification, in writing, of at
least forty-five.(45) calendar days to the Contracting Officer
and shall submit justification (including proposed substitutes)
in sufficient detail to permit evaluation of the impact on the
program. Along.with the written notification and proposed
substitutes, the Contractor shall submit a full resume of the
proposed replacement personnel. No diversion from the above
procedure' shall be made by the Contractor without the written
consent of the Contracting Officer; provided that the
Contracting Officer may ratify in writing such diversion and
such ratification shall constitute the consent of the
Contracting Officer required by this clause.
Staff stability is a key requirement of the Government for an SI
contractor. The Government will require key man agreements with
respect to the project manager and all key personnel as stated above.
H-24 Conflict of Interest
The Contractor understands the Sponsor will not consider it, its
successors or assigns (hereinafter referred to as the "Contractor"),
as a source of supply for any hardware software or components
directly related to. work under this contract. The Contractor will
not be solicited for proposals for such systems or software or
components thereof or such training requirements. The Contractor
agrees that it will not offer to sell to the Sponsor either as a
prime contractor or as a subcontractor, any hardware, software or
components. thereof. This agreement by the Contractor not to offer to
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sell is extended to training requirements developed hereunder for
such hardware, software or components.
In the event the Contractor should receive a solicitation for
any hardware, software, or components thereof, it will return such
solicitation to the soliciting activity with an explanation of its
failure to bid citing this clause of this contract. The effective
period of the above restrictions is from the effective date of this
contract through 30 September 1990.
The prohibitions imposed by the above two paragraphs may be
waived by the Government.
The Contractor further understands that if the work to be
performed under this contract requires access to proprietary data of
other companies, the Contractor must enter into agreements with such
other companies which set forth procedures deemed adequate by those
companies to protect such data from unauthorized use or disclosure so
long as it remains proprietary. Further, the Contractor agrees that
it will not utilize the data obtained from such other companies in
performing additional studies for the Sponsor.
The_Contractor further agrees that no employee of the. Contractor
will be permitted to perform any work under this contract if they,
their spouse or minor child or any member of their household have any
direct or indirect financial interest in any company offering to sell
hardware, software or components directly related to work under this
contract.
H-25. 52.252-2- Clauses Incorporated by Reference (APR 1984)
.(A) This contract incorporates the following clauses by
reference, with the same full force and effect as if they were given
full text. Upon request, the Contracting Officer will make this text
available.
Clause No. Title
52.244-2 Subcontract Under Cost-Reimbursement and Letter
Contracts (APR 1984)
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