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5 NUCLEAR REGULATORY CO}5ISSION " ' ' " ' " " * " " ' ' ' ~

g ' AECf"ivision of Contracts

OTHf E ($erWashington, DC 20555 we->,

a comecion coorl | ,.4ciurv Coor j , oiscou~1 eo no-n rAmem

NAME AND ADDRES$

lAllen J. Schultz, P. C.

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419 Park Avenue South..,,.s,.,,.

" # en' as'> New York, New York 10016t o SuluAll INvotCES (d s ep,e s e n tssa esAeru ue

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US Nuclear Regulatory Commission US Nuclear Regulatory CommissionDivision of Engineering Office of the Controller _

Washington, D.C. 20555 Washington, DC 20555

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IS 16. 17 g. gp 20.ti t a4 NO SUPelif 5 / S E n vicf 5 Q U A NilTY UNil UNfl PRICf AMOUNT

BASIC ORDERING AGREEMENT

EXPIRATION DATE SEPTEMBER 30, 1982

" ENGINEERING ASSISTANCE IN CONNECTIONWITH ANTITRUST HEARINGS"

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24. TOTAL AMOUNT OF CONTRACT $

(ONT RACTING UHICER ll'lLL C031PLETE IILOCK 22 OR 26 AS APPlJCAllLE

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CONTENTS OF BASIC ORDERING AGREEMENT

This Basic 0.dering Agreement consists of:

1. Execution Pege (Standard Form 26)2. Contents of Basic Or dering Agreement3. Special Provisions

-ARTICLE I DESCRIPTION OF AGREEMENTARTICLE II SERVICES TO BE ORDEREDARTICLE III PLACING AND PROCESSING 0F ORDERSARTICLE IV PRICING AND NEGOTIATION OF ORDERSARTICLE V TIME OF DELIVERYARTICLE VI REPORTS

~ ARTICLE VII LABOR HOUR RATESARTICLE VIII PRICING 0F ADJUSTMENTARTICLE IX CONTRACTOR NOTICE REGARDING o

ARTICLE X TYPE OF CONTRACTARTICLE XI MODIFICATION OF BASIC ORDERING

AGREEMENT

ARTICLE XII CONDITIONS FOR MAINTAININGAGREEMENT

ARTICLE XIII WORK FOR OTHERSARTICLE XIV AUTHORIZED REPRESENTATIVEARTICLE XV PRIVATE USE AND PROTECTION OF

UNCLASSIFIED 30VERNMENTINFORMATION

ARTICLE XVI GENERAL. PROVISIONS ANDMODIFICATIONS THERET0

4. General Provisions and modifications thereto (which shall be referencedin each task order issued hereunder) shall be one of the following whichare all included herein and made a part tnereof:

a. Appendix A, General Provisions, Fixed Price Technical AssistanceContract

b. ' Appendix As General Provisions, Cost Type Contracts with CommercialOrganization's

(1) " General Provisions / Alterations" is added and attached to theabove provisions.

c. General Provisions for Time and Material or Labor Hour Contract

d. Provisions for purchase orders

5. Attachment A - Billing Instructions for NRC Cost-Type Contracts

6. Attachment B - Billing Instructions for NRC Fixed Price Contracts andPurchase Orders

7. U.S. Nuclear Regulatory Commission General Policy Regarding the Avoidanceof Contractual Organizational Conflict of Interest

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Articl_e I - DESCRIPTION OF AGREEMENT _

This ' Basic Ordering Agreement (80A),. as defined in Federal Procurement~Reoulation 1-3.410-3, provides the terms and conditions under whichthe . contractor is required to provide the services identified under

This agreement is primarily used as a means of expediting- Article II.procurements and is neither intended to restrict competition norimply that the Government wi.ll place future orders for these services.-

hrticle II - SERVICES TO BE ORDERED

The contractor shall provide to the Government technical assistance servicesas the' Government may order hereunder in the. manner thereinaf ter provided.Such services shall be as generally described in the following Statement of m

Work:

STA'TEMEtJT OF WORK

The contractor shall furnish the necessary staff, facilities, materials, andservices to perform in the area delineated below:

EffGIt4EERIidG CONSULT AT J ON

The ITucIcar- Regulatory Cormnission staf f requires the is<ristance o..an'

1.engineering consultant during the investigatory period preceding

and later during such hearings, in analy:ingevidentiary hearings, ,

the applicant's power supply and intersystem coordination practicesfor the purpose of developing the economic and engineering theories

Such assistance vould be on a "as-requested" basisof the case.and include the preparation of testimony which would likely become.~

part of the staf f's case-in-chief.

The scope of the testi=opy required would vary from hearing to2.hearing depending on the practical situation in each proceeding andin a typ'ical case,on a variety of other f actors. The contractor,

would prepare testimony in the following areas:theThe relationship of interconnections and coordination toa. economic and reliable application of nuclear pcuer.

I

The interconnection and coordination agrec=ents in the area,b. and the opportunities and lack of opportunities to exchangebulk power.

The extent, if any, to which the applicant =ay coordinate to ad- (lesser degree with its smaller neighbors than with the larger l

neighboring electric utilities,

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d. The problems, if any, of coordinating more closely with the smallerneighbors, and the means by which these problems might be overccme.-e- .

e. Jhe extent to which-the strategic position of the applicant's trans-mission system, and the applicant's policies with respect to that )

transmission. system, may influence opportunities for coordination '

in the area.

The effect of integrating the nuclear plant into the system 6n (a) th)Jf.transmission network and on (b) the opportuniti's of the applicant anits neighbors to sell or purchase bulk power.

The degree to which the viability of small neighboring utilities mighGg.be enhanced by access to nuclear power and coordination agreements sue-as reserve sharing'and transmission arrangements.

3. The Contractor will . provide written and oral testimony in the above and liaareas are required,, answer questions during cases-examination and recross,and give rebuttal testimony as required. While the Contractor would berequired, in' furtherance of his role as described above, to develop qengineering testimony, the tiRC staff will carry on the basic presentation ocase.

Article III - PLACING AtlD PROCESSIrlG OF ORDERS

The Gove'rnment, from time to time, during the periodOrderino Period:(a) commencing on the date 'of this contract and ending Septemb,er 3D.1982(hereinafter called the " ordering period") may place orders for services '

Each order placed under this contract shall be issued andhereunder.processed in the manner hereinaf ter provieded.

Contracting Officers of the t!uclearAuthorized Ordering Activities:(b)_ Regulatory Commission may place orders under this Basic Ordering Agreement.

The Contracting Officer has full responsibility for administering all, contractual actions arising from any task orders issued and has the ,

sole responsibility and authority to make any changes to the provisionsof this Basic Ordering Agreement.

(c) Guidelines Covering the Procedures for Selectina BOA Holders For Specific Orders _:

The Antitrust and Indemnity Group (AIG) and the Office of the Executive(1) Legal Director (ELD) have established a rotational order by ranking allBOA holders in an "A through D" order for economic assistance and an"A through F" order for engineering assistance. This rotational ordercontained below shall then be utilized by the tiRC in assigning any futurework.

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-Economic Assistance Engineering Assistance

a. Dr. John Kuhlman a. CH M Hill7b. Dr. Peter Gutmann b. Southern Engineeringc. Transcomm c. W. M. Lewis & Associates, Inc.d. MAC d. R. W. Beck & Associates, Inc.

e. J. R. Lundberg & Associates, Inc.F. Allan J. Schultz, P.C.

(2) When the need for assistance is required, AIG and ELD shall forward theirrequirement to the Division of Contracts (DC), and together AIG, ELD,and DC personnel shall initiate telephonic contact with the B0A holdernext on the rotational list to discuss the pending requirement and deter-mine the availability and technical capability of the 80A holder for per-forming the immediate requirement. c

(3) Should AIG or ELD personnel determine that the particular B0A holder isunacceptable to provide the required assistance, they shall then in writing' document their findings and submit their recommendation to the ContractingOfficer for review and approval.

(4) Negotiations shall then be initiated with the next-in-line B0A holder todetermine his availability and acceptability.

(d) Types of Orders: Orders placed hereunder will be of two types. Unpriced Ordersand Priced Orders as defined in subparagraphs (1) and (2) below:

(1) Unpriced Orders: Unpriced orders are hereby defined as orders hereunderfor which price and delivery will be proposed by the contractor as pro-vided in paragraph (f) of this Section.

(2) Priced Orders: Priced orders arehereby defined as orders for which theparties have agreed upon price, and all other terms and conditions ofthe order prior to issuance. A Priced Order will be identified as follows: ,

"This is a Priced Order issued pursuant to Section (c)(2) of BasicOrdering Agreement and offer of .

(Contractor Name) (Date)

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' (e)~ Ccntent cf Order: Each order placed undcr this contract shall includethe folloutng:

(1) The contractor number, the task number, and the appropriatereference to this Basic Ordering Agr.eement.*

(2) , Citation of the negotiation authority pursua'nt to which the'

Order is negotiated..

(3) Applicable Appropriation and Accounting Data and specialinvoicing instrnctions where applicable.

(4)' For Unpriced Orders: A desired period of performance and/ordelivery date and a moneta.y limitation for all the work coveredby the order. (This monetary , limitation shall be deleted upon theestablishment of contract prices.)

(5) For Priced Orders: . Agreed to, total order price and period of -

performa.nce ano/or delivery dates.

(6) Such other terms and conditions as may be pertinent to theparticular tasks thereby ordered.

('f) Authority to Proceed:

(1) Unoriced Orders- Upon receipt of any unpriced order hereunder, thecontractor snail proceed with the work subject to the limitetionsof paragraph (j ) of this Section. However, the contractoi shall notprocee<1 in the following circumstances:

(a) Incomalete or inadecuately Described Tasks or Projects: Thecontractor snail irrT.eoiately ccm.unicate with the Contracting Officerand request an appropriate adjustment in the order for tasks er projects,which are incomplete or inadequately identified, except as appliesto typographical errors and other obvious errors. -

(b) Orders h*hich Contain a F.one tary Limitation 11hich is UnreasonablyDeficient Unen Relatec to the Dollar Value of tne Services to beFurnisheo Thereuncer: N. Ten the rconetary amount provideo witn Ine orderis so defic,ient as to make it impracticable to perform the work thenunder,the contractor shCl noti-fy the Contractine Officer in advance ofsubmissicn of the proposed price for the effort, the dollar amount ofunders ta t ecen t in T.he monetary limitation contained in the order.The Contracting Officer will notify the contractor in writing of thedesired action to be taken.

(2) Priced Orders: Upon receipt of any Priced Order hereunder, the contractorshall proceed wi th the tasks specified therein. H:.ever, the contrac*.orshall not proceed with any tcsk that does not set forth price anddelivery provisions agreed to by the parties. In the ev'ent of receipt

of Priced Orders which do not.' reflect the agreed upon provisions, thecontractor shall i. mediately cc=municate such information to the

IContracting Of ficer. .The Contracting Officer will prcmptly notifythe c'ontractor of action to be taken with respect to such order.

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(g') Processino of Unpriced Orders by_ t'he Contractor:-

(1). Within thirty (30) days af ter receipt of each Unpriced Order'

hereunder, or within such period as the Contractino Officer may-

specify, the Contractor shall submit a proposal containing theproposed price for the effort, period of performance or deliverydates, and such other ,information as is pertinent to 'the task.

-(2) When the total of the costs or prices proposed-for the unpriced orderthe contractor shall, unless othervrise soecifiedexceeds $100,000.00,furnish the Contracting Officer with a costby the'Governcent,breakdown of the total order price on the current edition of Optional,

Additional cost breakdowns and/o.Form 60 (Ccntract Pricing Proposal).substantiating data shall be cade available to the Contracting

Orders priced by the contractor ,below 5100,000.(Officer upon request.shall be returned to the Contracting Officer wi'.h such substantiatino~data as are r'eesonably recuested to facilita'te a pr. icing review and

Such data may be requested by the Contractingsubsequent negotiation. of the unpriced order or subsequent c

Officer at the time of piacettentto receipt of the contractor's prop:: sal.

(h) Processino of priced Orders by the Contractor: -

(1) Uithin fifteen (15) days af ter receipt of each Priced Orderhereunder, or within such additic.nal pe-iod as the Centracting(3) copi.esthe contractor shall sign and return threeOfficer may allrw,of the task order to the Contracting 0,fficer, acknowledging receiptof the task order and acknowl=dging that the task order contains' priceand delivery provisions agreed to by the contractor.

Processino of Unoriced Orders by the Contracino Officer:.(i) for unich tne con .ractor has submittec prcposed prices will be processedby the Contracting Officer as follows:

Within thirty (30) days or such additional period as may be mutuallyagreed upon af ter receipt by the Contracting Officer of the contractor's

-proposal, the Contracting Officer shall either:

(1) Issue a Supplemental Agreement, for execution by both parties-

specifying the proposed, prices' thereby signifying approval of t heproposed price.s; *

(2) Terminate the tasi: order in its entirety in accordance withthe clause hereof entitled, "Terinination for Convenience of theGovernment".

When(3) Hotify the contractor of the need for furthe'r negotiations.an agreerent on price is reached, the Contracting.0f ficer shall issue'

a supplemental agreement definitizing the unpriced order into a,

priced order. The agreement 'shall be executed by both parties.

Disacreement as to Prices: ]n the event of a failure.to agree on )<

(j)price, sucn failure snali be dee.ted to be a dispute ccocerning ain accordance with the clause of this contract en:itled,l

question of fact i

" Disputes". .

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Prior to definitirationtop work.

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ernkent:- shall be permitted to sthe costcf Liability of the Govreasonably estima,ted that andr3cto. expenses -

/unpriccd order, th6 conti ination order. iG on

it isth crdar at any t meto such order, plus termitation' set forth in the

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any order he shallt and aavise thei '-

i

r:d with respectwill exceed the dollar l mso stops work onmonetary limitation

stiv notify 'the Contractino Officer of such faccontractor|1 contractor toobligatedamount of increase inthe0

se ev:ntorder to permit thernment shall not bei t,houtof the

racting Of ficerh is reasonably required inwith the. order.. The Goveagreement, including, wclause of this agreementay toof this

of the Government", to pan ,rder, any amountGed further i ionstr.any of the prov sabove provisions of the

in_

enience o

itled, " Termination for Convwith. , respect to tasks unstated in theAtation, the der order. ar,,,,

contractormonetary limitation'

2ss of the ordersNEGOTI ATION OF ORDERSll prices negotiated on

submitted and shall be~

e IV PRICING ANDh proposal submitted and aAgreement..shall be1-XV of the Federal

, agreed that eac with the provisions of of each such order.Part

/ under this Basic Orderingeffect on the dateaccordanceas inlated in

Fement Reaulation each or der infor inle Y TIME OF DELIVERYcompleted tasks calledsuch order.

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in

shall deliver the dule set forthsontractorwith the delivery sche under any

latory Commission llhdanceic Ordering Agreement sha

'

to the terms of this Basubmitted to Nuclear Regu.cle VI REPORTS-. _

c order issued pursuantreports required to be seach 'ndividual order.any individual taskas specified in required undermonthly status reportin

derina Agreementreports which may be__.

contractor shall submit anth) for this Basic Or..

addition to specific

kr issued hereunder, theG later than the loth of each moP roblems(Example) Period of Status

format: of Performancefollowing Type Amount In process**

Contract 2/1/17-7/1/77 CompletedType Order '$5676 3/4/77-3/3/783k Order DateRber; * CPFF 53243

2/1/77^ PricedUnpriced* order definitized action to be talenFixed

with corrective3/4/77 dicate uhen

If unpriced order, issued inin brief narrativems, listIf any probleb

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Article VII - LABOR HOUR RATES,

_In the event'any order issued hereunder is on a time and material on labor-a .-

- hour basis, the contractor shall be paid for each man-hour of performanceas consideration for satisfactory performance in accordance with the follow-ing fixed rates which include a base hourly rate, all indirect costs andprofit. A ceiling of labor overhead is herehy established and shallnot be exceeded. Ceiling hours, which are not to be exceeded, fo. each'

category of labor shall be negotiated on an individual basis for each taskorder.

Labor Classification Fixed Hourly Billing Rate1. Conculting Engineer ( )

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2. , Principal Engineer ( ')

3. Senior Engineer ( )4. Associates Engineer ( )5. Clerical & Stenographic ( )

-b. For all travel, supplies, report production costs, graphics, communicationsand other direct charges, the contractor shall be reimbursed at actual cost.

In the event that a Time and Materials or Labor-Hour type order is issued whichcovers labor categories not identified herein, such orders shall have hourly. rates negotiated for that specific order only and shall not be binding for anyfuture order issued unless and until such hourly rates are incorporated intothis Basic' Ordering Agreement by modification.

Article VIII - PjitCING 0F ADJUSTMENT

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When costs are a factor in any determination of a contract price adjustment pur-suant to tl.e " Changes" clause or any other provisions of this agreement, suchcosts shall be in accordance with Part I-XV of the Federal Procurement Regulationas in effect on the date of the order.

-Article IX - CONTRACTOR NOTICE REGARDING LATE DELIVERY

In the event the contractor encounteres difficulty in meeting performance require-ments, or when he anticipates difficulty in complying with the task order deliveryschedule or'date, he shall immediately notify the Contracting Officer in writing,giving pertinent details; provided, however, that this data shall be informational'-

only in character and that this provision shall not be construed as a waiver byth@ Government of'any delivery schedule or date or of any rights or remedies providedhy law ~or under this agreement.

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Article X - TYPE OF CONTRACT&

Each individual task order issued hereunder shall specify a particular contract. type such as fixed price, labor-hour, cost-plus-fixed-fee, etc., ano shallreference the General Provisions applicable to the task for each contract type.

Article XI - MODIFICATION OF BASIC ORDERING AGREEMENT

The agreement may be modified at any time by mutual agreement of the parties.

Article XII - CONDITIONS FOR MAINYAINING AGREEMENT -

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This agreement shall be revised at least annually prior to the anniversary of --

its effective date to assure conformance with all requirements of law andpertinent regulations and shall be revised, if necessary, to conform thereto.Any modification or revision shall be evidenced by a supplement agreementmodifying this Basic Ordering Agreement or by the issuance of a supersedingBasic Ordering Agreement.

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This-agreement may be terminated upon thirty (30) days written notice by eitherparty to the oterh, except that the Government may immediately tenninate thisagreement at any time after the parties fail to agree to any deletion, additionor modification to this agreement ich is required by statute, ExecutiveOrder, or the Federal Procuremeat Regulation. No deletion, addition, or mod-ification to or termination of this agreement shall affect any orders thereto-fore entered into between the parties in which this agreement has been incorporated,by reference.

Article XIII - WORK FOR OTHERS.

Notwithstanding any other provision of the Basic Ordering Agreement, during the ,

term of any task order issued thereunder, the Contractor agrees to forego enter-ing into consulting or other contractual arrangements with any firm or organiza-tion, the result of which may give rise to an actual or apparent conflict ofinterest with respect to the work being performed under the task order. The cun-tractor shall insure that all suployees who are employed full-time under any taskorder abide by.the provision of this clause. If the contractor believes withrespect to itself or any such employee that any proposed consultant or other con-tractual arrangement with any firm or organization may involve a possible conflictof interest, the contractor shall obtain the written approval of the ContractingOfficer prior to execution of such contractual arrangement.

Article XIV - AUTHORIZED' REPRESENTATIVE

The Contracting Officer may designate an authorized representative under each taskorder for the purpose of assuring that services required under the agreement areordered and delivered in accordance therewith. Such representative as may be ap-pointed will be specifically designated in writing to the contractor from the Con-tracting Officer, including the extent of such designee's authority.

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Article XV - PRIVATE USE AND PROTECTION OF UNCLASSIFIED GOVERNMENT INFORMATION-

a. Except as specifically authorized by this contract, or as otherwise approved )by the Contracting Officer, records or other information, documents andmaterial furnished by the Commission to the Contractor in the performanceof this contract shall be used only in connection with the work performedunder this contract. The contractor shall, upon completion or terminatienof this contract, transmit to the Commission all records or other informa-tion, documents, and material, in the performance of this contract.

b. The contractor shall be responsible for safeguarding from unauthorizeddisclosure any information or other documents and material exempt frompublic disclosure- by the . Commission's regulations and made available tothe contractor in connection with performance of work under this contract. j

The contractor agrees to conform to all regulations, requirements and direc- Jtion of the Commission with respect to such material.

c. The contractor's duties under this clause shall not be construed to limitor affect in any way the contractor's obligation to conform to all securityregulations and requirements of the Commission pertaining to classifiedinformation and material.

At ticle XVI - GENERAL PROVISIONS AND MODIFICATIONS THERETO

.The following General Provisions attached hereto, form a part of this agreementL and are modified as set forth below:

; a. Appendix A, General Provisions, Fixed Price Research and Development Contract.L

b. Appendix A, General Provisions, Cost Type Contracts with Commercial Organiza-tions

1. " General Provisions / alterations" package is added and attached to theprov.isions.

c. General Provisions for Time and Material on Labor-Hour Contract

d. Provisions for Purchase Orders

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