Modified 5/21/96 M212
(a) General. The contractor shall develop, implement, and maintain formal policies, practices, and procedures to be used in the award of subcontracts consistent with this clause, 48 CFR (DEAR) 970.5204-44, and 48 CFR (DEAR) 970.71. The contractor's purchasing system and methods shall be fully documented, consistently applied, and acceptable to DOE in accordance with 48 CFR (DEAR) 970.7102. The contractor shall maintain file documentation which is appropriate to the value of the purchase and is adequate to establish the propriety of the transaction and the price paid. The contractor's purchasing performance will be evaluated against such performance criteria and measures as may be set forth elsewhere in this contract. DOE reserves the right at any time to require that the contractor submit for approval any or all purchases under this contract. The contractor shall not purchase any item or service the purchase of which is expressly prohibited by the written direction of DOE and shall use such special and directed sources as may be expressly required by the DOE contracting officer. The contractor's approved purchasing system and methods shall include the requirements set forth in paragraphs (b) through (w) of this clause.
(b) Acquisition of Utility Services. Utility services shall be acquired in accordance with the requirements of 48 CFR (DEAR) 970.0803.
(c) Acquisition of Real Property. Real property shall be acquired in accordance with 48 CFR (DEAR) Subpart 917.74.
(d) Advance Notice of Proposed Subcontract Awards. Advance notice shall be provided in accordance with 48 CFR (DEAR) 970.7109.
(e) Audit of Subcontractors.
(1) The contractor shall provide for:(f) Bonds and Insurance.
(i) periodic post-award audit of cost-reimbursement subcontractors at all tiers, and(ii) audits, where necessary, to provide a valid basis for pre-award or cost or price analysis.(2) Responsibility for determining the costs allowable under each cost-reimbursement subcontract remains with the contractor or next higher-tier subcontractor. The contractor shall provide, in appropriate cases, for the timely involvement of the contractor and the DOE contracting officer in resolution of subcontract cost allowability.
(3) Where audits of subcontractors at any tier are required, arrangements may be made to have the cognizant Federal agency perform the audit of the subcontract. These arrangements shall be made administratively between DOE and the other agency involved and shall provide for the cognizant agency to audit in an appropriate manner in light of the magnitude and nature of the subcontract. In no case, however, shall these arrangements preclude determination by the DOE contracting officer of the allowability or unallowability of subcontractor costs claimed for reimbursement by the contractor.
(4) Allowable costs for cost reimbursable subcontracts are to be determined in accordance with the cost principles of FAR Part 31, appropriate for the type of organization to which the subcontract is to be awarded, as supplemented by 48 CFR (DEAR) Part 931. Allowable costs in the purchase or transfer from contractor- affiliated sources shall be determined in accordance with 48 CFR (DEAR) 970.7105 and 48 CFR (DEAR) 970.3102-15(b).
(1) The contractor shall require performance bonds in penal amounts as set forth in FAR 28.102-2(a) for all fixed price and unit-priced construction subcontracts in excess of $25,000. The contractor shall consider the use of performance bonds in fixed price nonconstruction subcontracts, where appropriate.(g) Buy American. The contractor shall comply with the provisions of the Buy American Act as reflected in 48 CFR (DEAR) 970.5203- 3 and 48 CFR (DEAR) 970.5204-3. The contractor shall forward determinations of nonavailability of individual items to the DOE contracting officer for approval. Items in excess of $100,000 require the prior concurrence of the Head of Contracting Activity. If, however, the contractor has an approved purchasing system, the Head of the Contracting Activity may authorize the contractor to make determinations of nonavailability for individual items valued at $100,000 or less.
(2) A payment bond shall be obtained on Standard Form 25A, modified to name the contractor as well as the United States of America as obligees, for all fixed price, unit-price and cost-reimbursement construction subcontractors in excess of $25,000. The penal amounts shall be determined as set forth in FAR 28.102-2(b).
(3) A subcontractor may have more than one acceptable surety in both construction and other subcontracts, provided that in no case will the liability of any one surety exceed the maximum penal sum for which it is qualified for any one obligation. For subcontracts other than construction, a co-surety (two or more sureties together) may reinsure amounts in excess of their individual capacity, with each surety having the required underwriting capacity that appears on the list of acceptable corporate sureties.
(h) Construction and Architect-Engineer Subcontracts.
(1) Independent Estimates. A detailed, independent estimate of costs shall be prepared for all construction work to be subcontracted.
(2) Specifications. Specifications for construction shall be prepared in accordance with the DOE publication entitled ``General Design Criteria Manual.''
(3) Prevention of Conflict of Interest.
(i) The contractor shall not award a subcontract for construction to the architect-engineer firm or an affiliate that prepared the design. This prohibition does not preclude the award of a ``turnkey'' subcontract so long as the subcontractor assumes all liability for defects in design and construction and consequential damages.
(ii) The contractor shall not award both a cost-reimbursement subcontract and a fixed-price subcontract for construction or architect-engineer services or any combination thereof to the same firm where those subcontracts will be performed at the same site.
(iii) The contractor shall not employ the construction subcontractor or an affiliate to inspect the firm's work. The contractor shall assure that the working relationships of the construction subcontractor and the subcontractor inspecting its work and the authority of the inspector are clearly defined.
(i) Contractor-Affiliated Sources. Equipment, materials, supplies, or services from a contractor-affiliated source shall be purchased or transferred in accordance with 48 CFR (DEAR) 970.7105.
(j) Contractor-Subcontractor Relationship. The obligations of the contractor under paragraph (a) of this clause, including the development of the purchasing system and methods, and purchases made pursuant thereto, shall not relieve the contractor of any obligation under this contract (including, among other things, the obligation to properly supervise, administer, and coordinate the work of subcontractors). Subcontracts shall be in the name of the contractor, and shall not bind or purport to bind the Government.
(k) Government Property. Identification, inspection, maintenance, protection, and disposition of Government property shall conform with the policies and principles of FAR Part 45, 48 CFR (DEAR) 945, the Federal Property Management Regulations 41 CFR 101, the DOE Property Management Regulations 41 CFR 109, and their contracts.
(l) Indemnification. Except for Price-Anderson Nuclear Hazards Indemnity, no subcontractor may be indemnified except with the prior approval of the Procurement Executive.
(m) Leasing of Motor Vehicles. Contractors shall comply with FAR 8.11 and 48 CFR (DEAR) 908.11.
(n) Make-or-Buy Plans. Acquisition of property and services shall be obtained on a least-cost basis, consistent with the requirements of the Make-or-Buy Plan clause of this contract and the contractor's approved make-or-buy plan.
(o) Management, Acquisition and Use of Information Resources. Requirements for automatic data processing resources and telecommunications facilities, services, and equipment, shall be reviewed and approved in accordance with applicable DOE Orders and regulations regarding information resources.
(p) Priorities, Allocations and Allotments. Priorities, allocations and allotments shall be extended to appropriate subcontracts in accordance with the clause or clauses of this contract dealing with priorities and allocations.
(q) Purchase of Special Items. Purchase of the following items shall be in accordance with the following provisions of 48 CFR (DEAR) 908.71 and the Federal Property Management Regulations, 41 CFR 101:
(1) Motor vehicles-48 CFR 908.7101(r) Purchase vs. Lease Determinations. Contractors shall determine whether required equipment and property should be purchased or leased, and establish appropriate thresholds for application of lease vs. purchase determinations. Such determinations shall be made:
(2) Aircraft-48 CFR 908.7102
(3) Security Cabinets-48 CFR 908.7106
(4) Alcohol-48 CFR 908.7107
(5) Helium-48 CFR 908.7108
(6) Fuels and packaged petroleum products-48 CFR 908.7109
(7) Coal-48 CFR 908.7110
(8) Arms and Ammunition-48 CFR 908.7111
(9) Heavy Water-48 CFR 908.7121(a)
(10) Precious Metals-48 CFR 908.7121(b)
(11) Lithium-48 CFR 908.7121(c)
(12) Products and services of the blind and severely handicapped- 41 CFR 101-26.701
(13) Products made in Federal penal and correctional institutions- 41 CFR 101-26.702
(1) at time of original acquisition;(s) Quality Assurance. Contractors shall provide no less protection for the Government in its subcontracts than is provided in the prime contract.
(2) when lease renewals are being considered; and
(3) at other times as circumstances warrant
(t) Setoff of Assigned Subcontractor Proceeds. Where a subcontractor has been permitted to assign payments to a financial institution, the assignment shall treat any right of setoff in accordance with 48 CFR (DEAR) 932.803.
(u) Strategic and Critical Materials. The contractor may use strategic and critical materials in the National Defense Stockpile.
(v) Termination. When subcontracts are terminated as a result of the termination of all or a portion of this contract, the contractor shall settle with subcontractors in conformity with the policies and principles relating to settlement of prime contracts in FAR subparts 49.1, 49.2 and 49.3. When subcontracts are terminated for reasons other than termination of this contract, the contractor shall settle such subcontracts in general conformity with the policies and principles in FAR subparts 49.1, 49.2, 49.3 and 49.4. Each such termination shall be documented and consistent with the terms of this contract. Terminations which require approval by the Government shall be supported by accounting data and other information as may be directed by the contracting officer.
(w) Unclassified Controlled Nuclear Information. Subcontracts involving unclassified uncontrolled nuclear information shall be treated in accordance with 10 CFR Part 1017.
Modified 5/21/96 M212
Although the scope of work set forth in Article III, Clause 1, of this contract, is to be accomplished primarily through University personnel at the Laboratory and its subcontractors, pursuant to Article VIII, Clause 1(i), the University may, as provided for in policies and procedures approved by the Contracting Officer, also use its expertise and resources at campuses for the purpose of performing the contract work. A "campus," for the purpose of this clause, includes any University organization except Lawrence Berkeley Laboratory and Los Alamos National Laboratory.
The University, in cooperation with DOE, shall procure all necessary permits or licenses and abide by all applicable laws, regulations, and ordinances of the United States and of the state, territory and political subdivision in which the work under this contract is performed.
The Government may undertake or award contracts for work or services. The University agrees to fully cooperate with such other contractors and Government employees, and to carefully fit the University's work to such other work as may be directed by the Contracting Officer. The University shall not commit or permit any act which will interfere with the performance of work by any other contractor or by Government employees. The Government agrees that the exercise of its rights under this clause will take into account the University's position as the management and operating contractor with overall site responsibilities.
(a) Definitions. The definitions in FAR 3.104-4 are hereby incorporated in this clause.
(b) The University shall establish a procurement ethics training program for its employees serving as procurement officials. The program shall, as a minimums
(2) Require each such employee, as a condition of serving as a procurement official, to certify to the Contracting Officer that he or she is familiar with the provisions of the Act, as implemented in the FAR, and will not engage in any conduct prohibited by subsections 27(a), (b), (d), or (f) of the Act, as implemented in the FAR, and will report immediately to the Contracting Officer any information concerning a violation or possible violation of the prohibitions.
(c) Pursuant to FAR 3.104-9(d), a University employee who is serving as a procurement official may be requested to execute additional certifications.
(d) If a University employee serving as a procurement official ceases performance of these duties during the conduct of such procurement expected to result in a contract or contract modification in excess of $100,000, such employee shall certify to the Contracting Officer that he or she understands the continuing obligation, during the conduct of the agency procurement, not to disclose proprietary or source selection information related to such agency procurement.
(a) To the extent that duplicating or printing services may be required in the performance of this contract, the University shall provide or secure such services in accordance with the Government Printing and Binding Regulations, Title 44 of the U.S. Code, and DOE Directives relative thereto.
(b) The term "Printing" includes the following processes: composition, platemaking, presswork, binding, microform publishing, or the end items produced by such processes. Provided, however, that performance of a requirement under this contract involving the duplication of less than 5,000 copies of a single page, or no more than 25,000 units in the aggregate of multiple pages, will not be deemed to be printing.
(c) Printing services not obtained in compliance with this guidance shall result in the cost of such printing being disallowed.
(d) In all subcontracts hereunder which require printing (as that term is defined in Title I of the U.S. Government Printing and Binding Regulations), the University shall include a provision substantially the same as this clause.
VIII, CL. 7 - SUBCONTRACTOR COST OR PRICING DATA (APR 1984) - DEAR 970.5204- 24
(Mod Number - M193 issued 6/29/95)
(a) The following clause shall be inserted in all subcontracts where such subcontracts are over $500,000 and any modification over $500,000 to such subcontracts, even though the original amount of the subcontract is $500,000 or less:
(a)(1) The subcontractor shall require under the situations described in (2) below, unless exempted under the exceptions set forth in (3) below, each sub-subcontractor under this subcontract to submit cost or pricing data and to certify that, to the best of his knowledge and belief, such cost or pricing data are accurate, complete and current.
(3) Certified cost or pricing data need not be furnished pursuant to this paragraph (a) where (i) the subcontractor has not been required to furnish cost or pricing data; or (ii) the price adjustment is based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the general public, or the prices are set by law or regulation; and the subcontractor states in writing the basis for applying this exception.
(4) In submitting the cost or pricing data, the sub-subcontractor shall use the form of certificate set forth in paragraph (b) below and shall certify that the data area accurate, complete, and current. Such certificate and data (actual or identified, as provided in the certificate prescribed below) shall be submitted by sub-subcontractors to the next higher-tier sub-subcontractor or the subcontractor, as applicable, for retention.
Subcontractor's Certificate of Current Cost or Pricing Data
This is to certify that, to the best of my knowledge and belief, cost or pricing data submitted in writing, or specifically identified in writing if actual submission of the data is impracticable (see FAR 15.804-6(d)), to the contractor in support of _____* are accurate, complete, and current as of _________**.
Firm Name Title
Date of Execution***
*Identify the proposal, quotation, request for price adjustment, or other submission involved.
**Insert the day, month, and year when price negotiations were concluded and price agreement was reached.
***Insert the day, month, and year of signing, which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to.
(c) For purposes of verifying that certified cost or pricing data submitted in conjunction with the negotiation of this subcontract change or other modification involving an amount in excess of $500,000 were accurate, complete, and current, DOE shall, until the expiration of 3 years from the date of final payment under this subcontract, have the right to examine those books, records, documents, papers, and other supporting data which involve transactions related to this subcontract or which will permit adequate evaluation of the cost or pricing data submitted, along with the computations and projections used therein
(d) If the original price of this subcontract exceeds $500,000 or the price of any change or other modification to this subcontract is expected to exceed $500,000, the subcontractor agrees to furnish the University certified cost or pricing data, using the certificate set forth in paragraph (b) above, unless 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.
(e) The requirement for submission of certified cost or pricing data with respect to any change or other modification does not apply to any sub-subcontract change or other modification, at any tier, where the subcontract is firm fixed-price or fixed- price with escalation unless such change or other modification result from a change or modification to the subcontract, nor does it apply to a sub- subcontract change or modification, at any tier, where the subcontract is not firm fixed-price or fixed- price with escalation unless the price for such change or other modification becomes reimbursable under the subcontract.
(f) The subcontractor agrees to insert paragraph (c) without change and the substance of paragraphs (a), (b), (d), (e), and (f) of this clause in each sub-subcontract of $500,000 or less, at the time of making a change or other modification thereto in excess of $500,000.
(g) If the University determines that any price, including profit or fee, negotiated in connection with this subcontract or any cost reimbursable under this subcontract was increased by any significant sums because the subcontractor, or any sub-subcontractor pursuant to this clause or any sub- subcontract clause herein required, furnished incomplete or inaccurate cost or pricing data or data not current as certified in the subcontractor's certificate of current cost or pricing data, then such price or cost shall be reduced accordingly and the contract shall be modified in writing to reflect such reduction.
(h) Failure of the University and the subcontractor to agree on any of the matters in paragraph (g) above shall be a dispute concerning a question of fact subject to the Disputes provisions of this subcontract.
NOTE.-Since the subcontract is subject to reduction under this clause by reason of defective cost or pricing data submitted in connection with certain sub-subcontracts, it is expected that the subcontractor may wish to include a clause in each such sub-subcontract requiring the sub- subcontractor to appropriately indemnify the subcontractor. It is also expected that any sub- subcontractor subject to such indemnification will generally require substantially similar indemnification for defective cost or pricing data required to be submitted by its lower-tier sub- subcontractors.
(b) This clause may also be used for Subcontracts of $500,000 or less for which a certificate of cost or pricing data is obtained and, if so used, the $500,000 amount stated in the clause should be appropriately modified.
(a) The University shall follow the rules and procedures of the Defense Priorities and Allocations System (DPAS) regulation (15 CFR Part 350) in obtaining controlled materials and other products and materials needed for contract performance.
(b) A program or project under this contract may be eligible for priorities and allocations support as provided for by Section 101(c) of the Defense Production Act of 1950, as amended by the Energy Policy and Conservation Act (Pub. L. 94-163, 42 U.S.C. [[section]] 6201 et seq.) if it is determined that its purpose is to maximize domestic energy supplies. Eligibility is dependent on an executive decision on a case-by-case basis with the decision being jointly made by the Departments of Energy and Commerce.
(a) Except as provided in (b) below, the University shall not enter into any agreement with an actual or prospective subcontractor, nor otherwise act in any manner, which has or may have the effect of restricting sales by such subcontractors directly to the Government of any item or process (including computer software) made or furnished by the subcontractor under this contract or under any follow-on production contract.
(b) The prohibition in (a) above does not preclude the University from asserting rights that are otherwise authorized by law or regulation.
(c) The University agrees to incorporate the substance of this clause, including this paragraph (c), in all subcontracts under this contract.
(a) Definitions. The definitions set forth in FAR 3.1044 are hereby incorporated in this clause.
(b) The University agrees that it will execute the certification set forth in paragraph (c) of this clause when requested by the Contracting Officer in connection with the execution of any modification of this contract.
(c) Certification. As required in paragraph (b) of this clause, the officer or employee responsible for the modification proposal shall execute the following certification:
CERTIFICATE OF PROCUREMENT INTEGRITYsMODIFICATION (NOV 1990)
(1) I, [Name of certifier], am the officer or employee responsible for the preparation of this modification proposal and hereby certify that, to the best of my knowledge and belief, with the exception of any information described in this certification, I have no information concerning a violation or possible violation of subsection 27(a), (b), (d), or (f) of the Office of Federal Procurement Policy Act, as amended*(41 U.S.C. [[section]] 423), (hereinafter referred to as "the Act"), as implemented in the FAR, occurring during the conduct of this procurement (contract and modification number).
(2) As required by subsection 27(e)(1)(B) of the Act, I further certify that to the best of my knowledge and belief, each officer, employee, agent, representative, and consultant of [Name of Offeror] who has participated personally and substantially in the preparation or submission of this proposal has certified that he or she is familiar with, and will comply with, the requirements of subsection 27(a) of the Act, as implemented in the FAR, and will report immediately to me any information concerning a violation or possible violation of subsections 27(a), (b), (d), or (f) of the Act, as implemented in the FAR, pertaining to this procurement
(3) Violations or possible violations: (Continue on plain bond paper if necessary and label Certificate of Procurement IntegritysModification (Continuation Sheet), ENTER "NONE" IF NONE EXISTS) ___________________________________________________________________
[Signature of the officer or employee responsible for title modification proposal and date] ____________________________ ____________________________ _____________
[Typed name of the officer or employee responsible for the modification proposal * Subsections 27(a), (b), and (d) are effective on December 1, 1990. Subsection 27(f) is effective on June 1, 1991.
THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER TITLE 18, UNITED STATES CODE, SECTION 1001. (End of certification)
(d) In making the certification in paragraph (2) of the certificate, the officer or employee of the University responsible for the offer or bid, may rely upon a one-time certification from each individual required to submit a certification to the University, supplemented by periodic training. These certifications shall be obtained at the earliest possible date after an individual required to certify begins employment or association with the University. If the University decides to rely on a certification executed prior to the suspension of section 27 (i.e., prior to December 1, 1989), the University shall ensure that an individual who has so certified is notified that section 27 has been reinstated. These certifications shall be maintained by the University for a period of 6 years from the date a certifying employee's employment with the University ends or, for an agency, representative, or consultant, 6 years from the date such individual ceases to act on behalf of the University.
(e) The certification required by paragraph (c) of this clause is a material representation of fact upon which reliance will be placed in executing this modification.
(a) The Government suspends or debars Contractors to protect the Government's interests. The University shall not enter into any subcontract in excess of the small purchase limitation at FAR 13.000 with a Contractor that has been debarred, suspended, or proposed for debarment unless there is a compelling reason to do so.
(b) The University shall require each proposed first-tier subcontractor, whose subcontract will exceed the small purchase limitation at FAR 13.000, to disclose to the University, in writing, whether as of the time of award of the subcontract, the subcontractor, or its principals, is or is not debarred, suspended, or proposed for debarment by the Federal Government.
(c) A corporate officer or a designee of the University shall notify the Contracting Officer, in writing, before entering into a subcontract with a party that is debarred, suspended, or proposed for debarment (see FAR 9.404 for information on the List of Parties Excluded from Procurement Programs). The notice must include the following:
(2) The University's knowledge of the reasons for the subcontractor being on the list of Parties Excluded from Procurement Programs.
(3) The compelling reason(s) for doing business with the subcontractor notwithstanding its inclusion on the List of Parties Excluded from Procurement Programs.
(4) The systems and procedures the University has established to ensure that it is fully protecting the Government's interests when dealing with such subcontractor in view of the specific basis for the party's debarment, suspension, or proposed debarment.
(a) It is the policy of the United States that small business concerns and small business concerns owned and controlled by socially and economically disadvantaged individuals shall have the maximum practicable opportunity to participate in performing contracts let by any Federal agency, including contracts and subcontracts for subsystems, assemblies, components, and related services for major systems. It is further the policy of the United States that its prime contractors establish procedures to ensure the timely payment of amounts due pursuant to the terms of their subcontracts with small business concerns and small business concerns owned and controlled by socially and economically disadvantaged individuals.
(b) The University hereby agrees to carry out this policy in the awarding of subcontracts to the fullest extent consistent with efficient contract performance. The University further agrees to cooperate in any studies or surveys as may be conducted by the United States Small Business Administration or the awarding agency of the United States as may be necessary to determine the extent of the University's compliance with this clause.
(c) As used in this contract, the term "small business concern" shall mean a small business as defined pursuant to section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto. The term "small business concern owned and controlled by socially and economically disadvantaged individuals" shall mean a small business concern (1) which is at least 51 percent unconditionally owned by one or more socially and economically disadvantaged individuals; or, in the case of any publicly owned business, at least 51 per centum of the stock of which is unconditionally owned by one or more socially and economically disadvantaged individuals; and (2) whose management and daily business operations are controlled by one or more of such individuals. This term also means a small business concern that is at least 51 percent unconditionally owned by an economically disadvantaged Indian tribe or Native Hawaiian Organization, or a publicly owned business having at least 51 percent of its stock unconditionally owned by one of these entities which has its management and daily business controlled by members of-an economically disadvantaged Indian tribe or Native Hawaiian Organization, and which meets the requirements of 13 CFR 124. The University shall presume that socially and economically disadvantaged individuals include Black Americans, Hispanic Americans, Native Americans, Asian-Pacific Americans, Subcontinent Asian Americans, and other minorities, or any other individual found to be disadvantaged by the Administration pursuant to section 8(a) of the Small Business Act. The University shall presume that socially and economically disadvantaged entities also include Indian Tribes and Native Hawaiian Organizations.
(d) The University acting in good faith may rely on written representations by its subcontractors regarding their status as either a small business concern or a small business concern owned and controlled by socially and economically disadvantaged individuals.
(a) This clause does not apply to small business concerns.
(b) "Commercial product," as used in this clause, means a product in regular production that is sold in substantial quantities to the general public and/or industry at established catalog or market prices. It also means a product which, in the opinion of the Contracting Officer, differs only insignificantly from the University's commercial product.
"Subcontract," as used in this clause, means any agreement (other than one involving an employer-employee relationship) entered into by a Federal Government prime Contractor or subcontractor calling for supplies or services required for performance of the contract or subcontract.
(c) The University, upon request by the Contracting Officer, shall submit and negotiate a subcontracting plan, where applicable, which separately addresses subcontracting with small business concerns and with small disadvantaged business concerns. If the University is submitting an individual contract plan, the plan must separately address subcontracting with small business concerns and with small disadvantaged business concerns with a separate part for the basic contract and separate parts for each option (if any). The plan shall be included in and made a part of the resultant contract as Appendix D. The subcontracting plan shall be negotiated within the time specified by the Contracting Officer. Failure to submit and negotiate the subcontracting plan shall make the University ineligible for award of a contract.
(d) The University's subcontracting plan shall include the following:
(2) A statement of:
(ii) Total dollars planned to be subcontracted to small business concerns; and
(iii) Total dollars planned to be subcontracted to small disadvantaged business concerns.
(3) A description of the principal types of supplies and services to be subcontracted, and an identification of the types planned for subcontracting to (i) small business concerns and (ii) small disadvantaged business concerns.
(4) A description of the method used to develop the subcontracting goals in (1) above.
(5) A description of the method used to identify potential sources for solicitation purposes (e.g., existing company source lists, the Procurement Automated Source System (PASS) of the Small Business Administration, the National Minority Purchasing Council Vendor Information Service, the Research and Information Division of the Minority Business Development Agency in the Department of Commerce, or small and small disadvantaged business concerns trade associations).
(6) A statement as to whether or not the offeror included indirect costs in establishing subcontracting goals, and a description of the method used to determine the proportionate share of indirect costs to be incurred with (i) small business concerns and (ii) small disadvantaged business concerns.
(7) The name of the individual employed by the University who will administer the University's subcontracting program, and a description of the duties of the individual.
(8) A description of the efforts the University will make to assure that small business concerns and small disadvantaged business concerns have an equitable opportunity to compete for subcontracts.
(9) Assurances that the University will include the clause in this contract entitled "Utilization of Small Business Concerns and Small Disadvantaged Business Concerns" in all subcontracts that offer further subcontracting opportunities, and that the University will require all subcontractors (except small business concerns) who receive subcontracts in excess of $500,000 ($1,000,000 for construction of any public facility), to adopt a plan similar to the plan agreed to by the University.
(10) Assurances that the University will (i) cooperate in any studies or surveys as may be required, (ii) submit periodic reports in order to allow the Government to determine the extent of compliance by the University with the subcontracting plan, (iii) submit, no later than the 25th day of the succeeding month, Standard Form (SF) only, (DOE contractors need not submit SF 295) on a quarterly basis as of the last day of March, June, September and December, and upon contract completion, in accordance with the instructions on the form except the report shall be submitted quarterly rather than semiannually and additionally shall indicate at the remarks block the number and dollar amount of awards made to labor surplus area concerns to the extent such reporting is required by the terms of their contract, and (iv) ensure that its subcontractors agree to submit SF 294 in accordance with the instructions at (iii) above.
(11) A recitation of the types of records the University will maintain to demonstrate procedures that have been adopted to comply with the requirements and goals in the plan, including establishing source lists; and a description of its efforts to locate small and small disadvantaged business concerns and award subcontracts to them. The records shall include at least the following (on a plant-wide or company-wide basis, unless otherwise indicated):
(ii) Organizations contacted in an attempt to locate sources that are small or small disadvantaged business concerns.
(iii) Records on each subcontract solicitation resulting in an award of more than $100,000, indicating (A) whether small business concerns were solicited and if not, why not, (B) whether small disadvantaged business concerns were solicited and if not, why not, and (C) if applicable, the reason award was not made to a small business concern.
(iv) Records of any outreach efforts to contact (A) trade associations, (B) business development organizations, and (C) conferences and trade fairs to locate small and small disadvantaged business sources.
(v) Records of internal guidance and encouragement provided to buyers through (A) workshops, seminars, training, etc., and (B) monitoring performance to evaluate compliance with the program's requirements.
(vi) On a contract-by-contract basis, records to support award data submitted by the University to the Government, including the name, address, and business size of each subcontractor. Contractors having company or division-wide annual plans need not comply with this requirement.
(e) In order to effectively implement this plan to the extent consistent with efficient contract performance, the University shall perform the following functions:
(2) Provide adequate and timely consideration of the potentialities of small business and small disadvantaged business concerns in all "make-or-buy" decisions.
(3) Counsel and discuss subcontracting opportunities with representatives of small and small disadvantaged business firms.
(4) Provide notice to subcontractors concerning penalties for misrepresentations of business status as small business or small disadvantaged business for the purpose of obtaining a subcontract that is to be included as part or all of a goal contained in the University's subcontracting plan.
(f) A master subcontracting plan on a plant or division-wide basis which contains all the elements required by (d) above, except goals, may be incorporated by reference as a part of the subcontracting plan required of the University by this clause; provided, (1) the master plan has been approved, (2) the University provides copies of the approved master plan and evidence of its approval to the Contracting Officer, and (3) goals and any deviations from the master plan deemed necessary by the Contracting Officer to satisfy the requirements of this contract are set forth in the individual subcontracting plan.
(g)(1) If a commercial product is offered, the subcontracting plan required by this clause may relate to the University's production generally, for both commercial and noncommercial products, rather than solely to the Government contract. In these cases, the University shall, with the concurrence of the Contracting Officer, submit one company-wide or division-wide annual plan.
(3) The approved plan shall remain in effect during the University's fiscal year for all of the University's commercial products.
(h) Prior compliance of the University with other such subcontracting plans under previous contracts will be considered by the Contracting Officer in determining the responsibility of the University for award of the contract.
(a) "Women-owned small businesses," as used in this clause, means small business concerns that are at least 51 percent owned by women who are United States citizens and who also control and operate the business.
"Control," as used in this clause, means exercising the power to make policy decisions.
"Operate," as used in this clause, means being actively involved in the day-to-day management of the business.
"Small business concern," as used in this clause, means a concern including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria and size standards in 13 CFR 121.
(b) It is the policy of the United States that women-owned small businesses shall have the maximum practicable opportunity to participate in performing contracts awarded by any Federal agency.
(c) The University agrees to use its best efforts to give women-owned small businesses the maximum practicable opportunity to participate in the subcontracts it awards to the fullest extent consistent with the efficient performance of its contract.
(d) The University may rely on written representations by its subcontractors regarding their status as women-owned small businesses.
(a) Applicability. This clause is applicable if this contract exceeds the appropriate small purchase limitation in Part 13 of the Federal Acquisition Regulation.
(b) Policy. It is the policy of the Government to award contracts to concerns that agree to perform substantially in labor surplus areas (LSA's) when this can be done consistent with the efficient performance of the contract and at prices no higher than are obtainable elsewhere. The University agrees to use its best efforts to place subcontracts in accordance with this policy.
(c) Order of preference. In complying with paragraph (b) above and with paragraph (c) of the clause of this contract entitled Utilization of Small Business Concerns and Small Disadvantaged Business Concerns, the University shall observe the following order of preference in awarding subcontracts: (1) small business concerns that are LSA concerns, (2) other small business concerns, and (3) other LSA concerns.
(d) Definitions. "Labor surplus area," as used in this clause, means a geographical area identified by the Department of Labor in accordance with 20 CFR 654, Subpart A, as an area of concentrated unemployment or underemployment or an area of labor surplus.
"Labor surplus area concern," as used in this clause, means a concern that together with its first-tier subcontractors will perform substantially in labor surplus areas. Performance is substantially in labor surplus areas if the costs incurred under the contract on account of manufacturing, production, or performance of appropriate services in labor surplus areas exceed 50 percent of the contract price.
(a) See the Utilization of Labor Surplus Area Concerns clause of this contract for applicable definitions.
(b) The University agrees to establish and conduct a program to encourage labor surplus area (LSA) concerns to compete for subcontracts within their capabilities when the subcontracts are consistent with the efficient performance of the contract at prices no higher than obtainable elsewhere. The University shalls
(2) Provide adequate and timely consideration of the potentialities of LSA concerns in all make-or-buy decisions;
(3) Ensure that LSA concerns have an equitable opportunity to compete for subcontracts, particularly by arranging solicitations, time for the preparation of offers, quantities, specifications, and delivery schedules so as to facilitate the participation of LSA concerns;
(4) Include the Utilization of Labor Surplus Area Concerns clause in subcontracts that offer substantial LSA subcontracting opportunities; and
(5) Maintain records showing (i) the procedures adopted and (ii) the University's performance, to comply with this clause. The records 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 or by applicable law or regulations.
(c) The University further agrees to insert in any related subcontract that may exceed $500,000 and that contains the Utilization of Labor Surplus Area Concerns clause, terms that conform substantially to the language of this clause, including this paragraph (c), and to notify the Contracting Officer of the names of subcontractors.
If this contract is for the manufacture or furnishing of materials, supplies, articles or equipment in an amount that exceeds or may exceed $10,000, and is subject to the Walsh-Healey Public Contracts Act, as amended (41 U.S.C. [[section]][[section]] 35-45), the following terms and conditions apply:
(a) All representations and stipulations required by the Act and regulations issued by the Secretary of Labor (41 CFR Chapter 50) are incorporated by reference. These representations and stipulations are subject to all applicable rulings and interpretations of the Secretary of Labor that are now, or may hereafter, be in effect.
(b) All employees whose work relates to this contract shall be paid not less than the minimum wage prescribed by regulations issued by the Secretary of Labor (41 CFR 50-202.2). Learners, student learners, apprentices, and handicapped workers may be employed at less than the prescribed minimum wage (see 41 CFR 50-202.3) to the same extent that such employment is permitted under Section 14 of the Fair Labor Standards Act (41 U.S.C. [[section]] 40).
Notwithstanding Article IX, Clause 1, "Contractor Purchasing System," of this contract, the University shall not enter into a first-tier subcontract for an estimated or actual amount of $1 million or more without obtaining in writing from the Contracting Officer a clearance that the proposed subcontractor is in compliance with equal opportunity requirements and therefore is eligible for award.
(a) The Buy American Act (41 U.S.C. [[section]] 10) provides that the Government give preference to domestic end products.
"Components," as used in this clause, means those articles, materials, and supplies incorporated directly into the end products.
"Domestic end product," as used in this clause, means (1) an unmanufactured end product mined or produced in the United States, or (2) an end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as the products referred to in subparagraphs (b)(2) or (3) of this clause shall be treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. On acquisitions above $25,000 in value, components of Canadian origin are treated as domestic.
"End products," as used in this clause, means those articles, materials, and supplies to be acquired for public use under this contract.
(b) The University shall deliver only domestic end products, except thoses
(2) That the Government determines are not mined, produced, or manufactured in the United States in sufficient and reasonably available commercial quantities of a satisfactory quality;
(3) For which the agency determines that domestic preference would be inconsistent with the public interest; or
(4) For which the agency determines the cost to be unreasonable (see section 25.105 of the Federal Acquisition Regulation).
(The foregoing requirements are administered in accordance with Executive Order No. 10582, dated December 17, 1954, as amended, and Subpart 25.1 of the Federal Acquisition Regulation.)
(a) The Buy American Act (41 U.S.C. [[section]] 10) provides that the Government give preference to domestic construction material.
"Components," as used in this clause, means those articles, materials, and supplies incorporated directly into construction materials.
"Construction materials," as used in this clause, means articles, materials, and supplies brought to the construction site for incorporation into the building or work.
"Domestic construction material," as used in this clause, means (1) an unmanufactured construction material mined or produced in the United States, or (2) a construction material manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as the construction materials determined to be unavailable pursuant to subparagraph 25.202(a)(3) of the Federal Acquisition Regulation (FAR) shall be treated as domestic.
(b) The University agrees that only domestic construction material will be used by the University, subcontractors, materialmen, and suppliers in the performance of this contract, except for foreign construction materials, if any, listed in this contract.
(The foregoing requirements are administered in accordance with Executive Order No. 10582, dated December 17, 1954, as amended, and Subpart 25.2 of the FAR.)
(a) Unless advance written approval of the Contracting Officer is obtained, the University shall not acquire for use in the performance of this contracts
(2) Any supplies that are or were located in or transported through North Korea, Vietnam, Cambodia, or Cuba; or
(3) Arms, ammunition, or military vehicles produced in South Africa, or manufacturing data for such articles.
(b) The University shall not acquire for use in the performance of this contract supplies or services originating from sources within Iraq, any supplies that are or were located in or transported from or through Iraq, or any supplies or services from entities controlled by the Government of Iraq.
(c) The University agrees to insert the provisions of this clauses, including this paragraph (c), in all subcontracts hereunder.
If the Contracting Officer authorizes supplies to be shipped on a commercial bill of lading and the University will be reimbursed these transportation costs as direct allowable costs, the University shall ensure before shipment is made that the commercial shipping documents are annotated with either of the following notations, as appropriate:
(a) If the Government is shown as the consignor or the consignee, the annotation shall be:
(b) If the Government is not shown as the consignor or the consignee, the annotation shall be:
(a) "International air transportation," as used in this clause, means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States.
"United States," as used in this clause, means the 50 States, the District of Columbia, the Commonwealth of Puerto Rico, and possessions of the United States.
"U.S.-flag air carrier," as used in this clause, means an air carrier holding a certificate under section 401 of the Federal Aviation Act of 1958 (49 U.S.C. [[section]] 1371).
(b) Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. [[section]] 1517) (Fly America Act) requires that all Federal agencies and Government contractors and subcontractors use U.S.-flag air carriers for U.S. Government-financed international air transportation of personnel (and their personal effects) or property, to the extent that service by those carriers is available. It requires the Comptroller General of the United States, in the absence of satisfactory proof of the necessity for foreign-flag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for international air transportation secured aboard a foreign-flag air carrier if a U.S.- flag air carrier is available to provide such services.
(c) The University agrees, in performing work under this contract, to use U.S.-flag air carriers for international air transportation of personnel (and their personal effects) or property to the extent that service by those carriers is available.
(d) In the event that the University selects a carrier other than a U.S.-flag air carrier for international air transportation, the shall include a certification on vouchers involving such transportation essentially as follows:
CERTIFICATION OF UNAVAILABILITY OF U.S.- FLAG AIR CARRIERS
I hereby certify that international air transportation of persons (and their personal effects) or property by U.S.- flag air carrier was not available or it was necessary to use foreign-flag air carrier service for the following reasons (see section 47.403 of the Federal Acquisition Regulation): State reasons]: ..........
(End of certification)
(e) The University shall include the substance of this clause, including this paragraph (e), in each subcontract or purchase under this contract that may involve international air transportation.
(a) The Cargo Preference Act of 1954 (46 U.S.C. [[section]] 1241(b)) requires that Federal departments and agencies shall transport in privately owned U.S.-flag commercial vessels at least 50 percent of the gross tonnage of equipment, materials, or commodities that may be transported in ocean vessels (computed separately for dry bulk carriers, dry cargo liners, and tankers). Such transportation shall be accomplished when any equipment, materials, or commodities, located within or outside the United States, that may be transported by ocean vessel ares
(2) Furnished to, or for the account of, any foreign nation without provision for reimbursement;
(3) Furnished for the account of a foreign nation in connection with which the United States advances funds or credits, or guarantees the convertibility of foreign currencies; or
(4) Acquired with advance of funds, loans, or guaranties made by or on behalf of the United States.
(b) The University shall use privately owned U.S.-flag commercial vessels to ship at least 50 percent of the gross tonnage involved under this contract (computed separately for dry bulk carriers, dry cargo liners, and tankers) whenever shipping any equipment, materials, or commodities under the conditions set forth in paragraph (a) above, to the extent that such vessels are available at rates that are fair and reasonable for privately owned U.S.- flag commercial vessels.
(c)(1) The University shall submit one legible copy of a rated on-board ocean bill of lading for each shipment to both (i) the Contracting Officer, and (ii) the Division of National Cargo, Office of Market Development, Maritime Administration, U.S. Department of Transportation, Washington, DC 20590. Subcontractor bills of lading shall be submitted through the University.
(B) Name of vessel.
(C) Vessel flag of registry.
(D) Date of loading.
(E) Port of loading.
(F) Port of final discharge.
(G) Description of commodity.
(H) Gross weight in pounds and cubic feet if available.
(I) Total ocean freight revenue in U.S. dollars.
(d) Except for small purchases as described in 48 CFR 13, the University shall insert the substance of this clause, including this paragraph (d), in all subcontracts or purchase orders under this contract.
(e) The requirement in paragraph (a) does not apply to s
(2) Cargoes carried in vessels of the Panama Canal Commission or as required or authorized by law or treaty;
(3) Ocean transportation between foreign countries of supplies purchased with foreign currencies made available, or derived from funds that are made available, under the Foreign Assistance Act of 1961 (22 U.S.C. [[section]] 2353); and
(4) Shipments of classified supplies when the classification prohibits the use of non-Government vessels.
(f) Guidance regarding fair and reasonable rates for privately owned U.S.-flag commercial vessels may be obtained from the Division of National Cargo, Office of Market Development, Maritime Administration, U.S. Department of Transportation, Washington, DC 20590, Phone: 2024264610.
The Contracting Officer may issue the University an authorization to use Government supply sources in the performance of this contract. Title to all property acquired by the University under such an authorization shall vest in the Government unless otherwise specified in the contract. Such property shall not be considered to be "Government-furnished property," as distinguished from "Government property." The provisions of Article IX, Clause 1, "Property," of this contract, except its paragraphs (a) and (b), shall apply to all property acquired under such authorization.
The University agrees to insert terms that conform substantially to the language of the clause set out in DEAR 952.204-74, including paragraph (g), in all subcontracts under this contract that will require access to classified information or a significant quantity of special nuclear material. Additionally, the University shall require such subcontractors to submit a completed certification required in DEAR 952.204-73 prior to award of a subcontract. Information to be provided by a subcontractor pursuant to this subcontract clause may be submitted directly to the Contracting Officer.
Modified 5/21/96 M212
Modified 5/21/96 M212
(a) Definition. Commercial item, as used in this clause, has the meaning contained in the clause at 52.202-1, Definitions. Subcontract, as used in this clause, includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.
(b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or nondevelopmental items as components of items to be supplied under this contract.
(c) Notwithstanding any other clause of this contract, the Contractor is not required to include any FAR provision or clause, other than those listed below to the extent they are applicable and as may be required to establish the reasonableness of prices under Part 15, in a subcontract at any tier for commercial items or commercial components:
(1) 52.222-26, Equal Opportunity (E.O. 11246);
(2) 52.222-35, Affirmative Action for Special Disabled and Vietnam Era Veterans (38 U.S.C. 4212(a));
(3) 52.222-36, Affirmative Action for Handicapped Workers (29 U.S.C. 793); and
(4) 52.247-64, Preference for Privately Owned U.S.-Flagged Commercial Vessels (46 U.S.C. 1241) (flow down not required for subcontracts awarded beginning May 1, 1996).
(d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract.
Modified 5/21/96 M212
(a) The contractor shall include the clauses in paragraph (b) of this clause in appropriate subcontracts.
(1) To the extent that the clause is included in this prime contract, the contractor shall comply with that portion of the clause that directs application to subcontracts.(b) Clauses and related regulations.
(2) To the extent that the clause is not included in this prime contract, or where it is included but there is no instruction for treatment in subcontracts, the contractor shall include the clause in accordance with applicable regulatory guidance which would apply if the subcontract were a prime contract with the Federal government.
(3) In all cases, where a regulation is cited, the contractor shall comply with the regulation in administration of the related clause.
(1) Air Transportation by U.S.-Flag Carriers. Clause at FAR 52.247-63.
(2) Anti-Kickback Act of 1986. Clause at FAR 52.203-7.
(3) Clean Air and Water. Clause at FAR 52.223-2, and follow the requirements of FAR 23.1.
(4) Contract Work Hours and Safety Standards Act. Clause at FAR 52.222-4, and follow the requirements of FAR 22.3.
(5) Cost or Pricing Data. Clause at 48 CFR (DEAR) 970.5204- 24.
(6) Cost and Schedule Control Systems. Clause at 48 CFR (DEAR) 970.5204-50.
(7) Cost Accounting Standards. Clause at FAR 52.230-2, as prescribed in 48 CFR (DEAR) 970.30.
(8) Davis-Bacon Act. Clauses as directed at FAR 22.407, and follow the requirements of FAR 22.4 to the same extent that they would apply if the subcontract had been directly awarded by DOE. 48 CFR (DEAR) Subpart 922.4 and 48 CFR (DEAR) 970.2273 provide guidance to assist in determining the applicability of these regulations.
(9) Employment of the Handicapped. Clause at FAR 52.222-36, and follow the requirements of FAR 22.14.
(10) Environmental and Occupational Safety and Health. Clauses as prescribed in 48 CFR (DEAR) 970.2303-2.
(11) Equal Employment Opportunity. Clauses as prescribed in FAR 22.810, as applicable, and follow the requirements of FAR 22.8, 48 CFR (DEAR) 922.8, E.O. 11246 and 40 CFR Part 60.
(12) Examination of Records by Comptroller General. Clause at FAR 52.215-1.
(13) Foreign Travel. Clause at 48 CFR (DEAR) 970.5204-52.
(14) Nuclear Hazards Indemnity. Clause at 48 CFR (DEAR) 970.2870.
(15) Organizational Conflicts of Interest. Clause at 48 CFR (DEAR) 952.209-72.
(16) Patent, Data and Copyrights. Appropriate clauses as required by 48 CFR (DEAR) Parts 927 and 970.
(17) Printing. Clause at 48 CFR (DEAR) 970.5204-19.
(18) Privacy Act. Clauses at FAR 52.224-1 and FAR 52.224- 2, and follow the requirements of FAR 24.1.
(19) Record Retention. Clause at 48 CFR (DEAR) 970.5204-9.
(20) Safeguarding Classified Information. Appropriate clauses as prescribed at 48 CFR (DEAR) 970.0404.
(21) Service Contract Act. Clauses at FAR 52.222-40 and FAR 52.222-41.
(22) Small Business and Small Disadvantaged Business Concerns. Clause at FAR 52.219-9.
(23) Special Disabled and Vietnam Era Veterans. Clause at FAR 52.222-35, and follow the requirements of FAR Subpart 22.13.
(24) Taxes. Clause similar to 48 CFR (DEAR) 970.5204-23 cost - reimbursement. An appropriate tax clause covering tax matters should also be included in fixed-price subcontracts.
(25) Termination. Appropriate clause or clauses as set forth at FAR 52.249-1 through 52.249-14.
(c) Other. Omission from the foregoing list of contract flowdown provisions shall not be construed as waiving a requirement for the contractor to comply with a flowdown requirement for subcontracts appearing elsewhere in this contract.
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