HomeMy WebLinkAboutReso 1988-13667 RESOLUTION NO. 13667
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA APPROVING AGREEMENT BETWEEN THE CITY OF CHULA
VISTA AND UNITED STATES OF AMERICA (DEPARTMENT OF THE
NAVY) FOR PROVIDING SEWERAGE SERVICE TO TELEGRAPH POINT
NAVY FAMILY HOUSING COMPLEX
AND AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT
The City Council of the City of Chula Vista does hereby
resolve as follows:
NOW, THEREFORE, BE IT RESOLVED by the City Council of
the City of Chula Vista that that certain agreement between THE
CITY OF CHULA VISTA, a municipal corporation, and THE UNITED STATES
OF AMERICA (DEPARTMENT OF THE NAVY) for providing sewerage service
to Telegraph Point Navy Family Housing Complex
dated the 19th day of July , 1988, a copy Of which is
attached hereto and incorporated herein, the same as though fully
set forth herein be, and the same is hereby approved.
BE IT FURTHER RESOLVED that the Mayor of the City of
Chula Vista be, and he is hereby authorized and directed to
execute said agreement for and on behalf of the City of Chula
Vista.
Presented by Approved as to form by
Jo P. L of Thomaa J. Harron ity
P rks Attorney
0374a
SMN: PC359/EYl18
t
ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
_..ULA VISTA, CALIFORNIA, this 19th day Of July
19 88 , by the following vote, to-wit:
AYES: Councilmembers Malcolm, McCandliss, Nader, Moore
NAYES: Council members None
ABSTAIN: Councilmembers None
ABSENT: Counci 1 members None
MAYOR PRO TEMPORE OF THE CITY OF CHULA VISTA
ATTESTS/, _ City Clerk
b. ~TE OF CALIFORNIA )
COUNTY OF SAN DIEGO ) ss.
CITY OF CHULA VISTA )
I, JENNIE M FULASZ, CMC, CITY CLERK of the City of Chulo Visto, Colifornio,
DO HEREBY CERTIFY thor the obove ond foregoing is 0 full, true ond correct copy of
RESOLUTION N0. 13667 ,ond thot the some hos not been omendad or repealed
DATED
~- ~ City Clerk
CI'~ OF
CHULA VISTA
CONTRACT N62474-87-C-8511
DEPART~NT OF THE NAVY
SEWERAGE SERVI[CE CONTRACT
Deparl:ment of Defense
Housing Site-Chula Vista Chula Vista California
(Promise to be served) (City) (State)
276 Fourth Avenue,
City of Chula Vista Chula Vista, CA 92010
(Contractor) (Contractor's Address)
THIS CONIRACT is entered into as of 5 MAY 198B by and between the UNITED
STATES OF AMERXCA, hereinafter called the Government, represented by the
Contracting Officer executing this contract, and the City of Chula Vista whose
address is 276 Fourth Avenue, Chula Vista, California 92078, hereinafter
called the Contractor.
I. SCOPE. Subject to the terms and conditions hereinafter set forth, the
Contractor shall furnish and the Government shall purchase and receive,
sewerage service (hereinafter called service) requested by the Government from
the Contractor at the promises to be served hereunder (hereinafter called the
service location), in accordance with the Technical and General Provisions and
the Sewerage Service Specifications, attached hereto and made a part hereof.
II. TERM. This contract shall continue in effect until teminated at the
option of the Government by the giving of written notice not less than 30days
in advance of the effective date of termination.
IN WITNESS WHEREOF, the parties hereto have executed this contract as of
the day and year first above written.
CITY OF CHULA VISTA UNITED STATES OF AMERICA
,S gnature) Offi r,Date)
DAVID MALCOL~ Head, Utilities AcquisittDn Branch
MAYOR PRO TEMPORE CITY OF CHULA VISTA ~nnfr~Hnn ~ff~Ar
I Typed Name and Title) ........ fYyp~ed N~me and T~tle)
ATTACHED TO AND MADE A PART OF
CONTRACT N62474-87-C-~511
TECHNICAL AND GENERAL PROVISIONS FOR UTILITY SERVICE
I. TECHNICAL PROVISIONS
1. MEASUREMENT OF SERVICE.
Service will be measured in accordance with the Contractors standard
procedures for residential units.
II. GENERAL PROVISIONS
1. PAYMENT.
{ a) The Contractor shal 1 be paid by the designated disbursing officer
for service furnished hereunder at the rates specified; provided,
that the Government shall be liable for the minimum montl~ly
charge, if any, specified in this contract commencing with the
! billing period in which service is initially furnished and
continuing until this contract is terminated, except that the
~ minimum monthly charge shall De equitably prorated for the billing
~- period in which commencement and termination of this contract
shal 1 oecome effective.
D) Payments hereunder shall De contingent upon the availability of
appropriations therefore, and shall not be made in advance of the
service rendered.
c) All bi)ls for regu|ar monthly service shall be paid according to
the "Prompt Payment Act", PuDl ic Law 97-177. The Government
shall be entitled to any discounts customarily applicable to
payment of bills by all customers of the Contractor under like
conditions of service. The Government shall notify the
Contractor, in writing, within fifteen days following the receipt
of any disputed billing. The disputed billings shall be paid in
full by the Government under protest, pending a negotiated
resolution pursuant to an appropriate audit, if required, and in
accordance with the Disputes Clause, herein elsewhere provided and
made a part of this contract.
d) Invoices for service rendered hereunder shall contain the data
normally provided by the Contractor for this type of service or
such other pertinent data as shall be required by the Government.
ATTACHED TO AND MADE A PART OF
CONTRACT N62474-87-C-85t 1
! ! {el The Contractor hereby declares that rates herein are not in excess
of the lowest rates now available to any existing or prospective
customer under like conditions of service, and agrees that during
the life of this contract the Government shall continue to be
billed at the lowest available rates for similar conditions of
service.
2. RATES AND CHARGES.
(a) For all service furnished under this contract to the service
location, the Government shall pay the Contractor at the rates
specified in the Contractor's schedule or ordinance which is
applicable at the time service is rendered. The currently
applicable schedule is specified in paragraph 6 "Rates" of the
Sewerage Service Specifications.
(b) The Government will pay the Contractor a one-time, non-refundable
connection fee as specified in Exhibit "A", Connection Fees.
3. CHANGE OF RATES.
{a) At the request of either party to this contract with reasonable
cause, the rates set forth herein shall be adjusted and the new
rates shall become effective as mutually agreed -- provided that
any rates so adjusted shall not be in excess of rates to any other
customer of the Contractor under similar conditions of service.
(b) No increase shall be requested in the contract rate unless the
Contractor has placed into effect a general rate increase to all
of its customers under similar conditions of service. If the
Contractor has placed into effect a general rate decrease, a
corresponding decrease in the contract rate shall be made.
(c) Nothing in this contract shall be construed to limit the power of
the City of Chula Vista to set rates and subsequent revisions
thereto.
4. CHANGE IN VOLUME OR CHARACTER OF SERVICE.
(a) The Contracting Officer shall give reasonable notice to the
Contractor respecting any material changes anticipated in the
volume or characteristics of the utility service required.
ATTACHED TO AND MADE A PART OF
CONTRACT N62474-87-C-8511
(b) In the event of a permanent change in the class of service
furnished the Government under this contract, service s~all,
effective sixty days after written request is made by either party
or such other time as may be agreed upon, be furnished at the
lowest available rate schedule of the Contractor which is
applicable to the class of service furnished following the
permanent change.
5. CONTINUITY OF SERVICE AND CONSUMPTION.
(a) The Contractor shall use reasonable diligence to provide a regular
and uninterrupted supply of service at the service location, but
~ shall not be liable to the Government for damages, breach of
contract, or otherwise, for fail ure, suspension, dimi nution, or
~ other variations of service occasioned by any cause beyond the
control and without the fault or negligence of the Contractor.
Such causes may include, but are not restricted to, acts of God or
of the public enemy, acts of the Government in either its
sovereign or contractual capacity, fires, floods, epidemics,
quarantine restrictions, strikes, or failure or breakdown of
transmission or other facilities; provided, that when any failure,
suspension diminution, or variation of service shall aggregate
more than twenty-four hours during any billing period hereunder,
~_. an equitable adjustment shall De made in the monthly rates
specified in t~is contract {including the minimum charge).
{D) In the event the Government is unable to operate the service
location in whole or in part for any cause beyond its control and
without its fault or negligence, including but not limited to acts
of God or of the public enemy, fires, floods, epidemics,
quarantine restrictions, or strikes, an equitable adjustment
shall be made in the monthly rates specified in t~is contract
(including the minimum charge) if the period during whic~ the
Government is unable to operate the service location in whole or
in part shall exceed fifteen days during any billing period
hereunder.
6. CONTR. ACTOR'S FACILITIES.
{a) Except as otherwise specified, the Contractor, at its expense,
shall operate and maintain all facilities to furnish service
hereunder, according to City of Chula Vista requirements and
standards. As a condition of service, certain facilities as shown
on the City of Chula Vista Engineering Department's Plans for the
Improvement of: Sewer, Water & Streets in Telegraph Point Navy
Housing-200 Units, Drawing No. 87-102-108, Sheets 1-7, will be
installed by the Government. After acceptance by the Contractor,
title to all of these facilities shall be in the Contractor's name
and it shall be responsible for all loss of or damage to those
facilities except that arising out of the fault or negligence of
/
i ATTACHED TO AND MADE A PART OF
~'~' i CONTRACT N62474-87-C-8511
the Government, its agents or its employees. All taxes and other
charges in connection therewith, together with all liability
arising out of the negligence of the Contractor in the operation
or maintenance of these facilities, shall be assumed by the
Contractor.
(b) The Government will separately furnish an easement in a form
mutually acceptable to both parties for the Contractor's
facilities to be installed under this contract.
{c) The facilities shall be abandoned in place or, at the Government's
option and expense, removed by the Contractor and Government
premises restored to their original condition, ordinary wear and
tear excepted, within a reasonable time after termination of this
contract, provided, that in the event of termination due to fault
of the Contractor these facilities may be retained in place at the
option of the Government until service comparable to that provided
for hereunder is obtained elsewhere.
7. CONFLICTS.
To the extent of any inconsistency between the provisions of this
contract, and the provisions of any schedule, rider, or exhibit
incorporated in this contract by reference or otherwise, the provisions of
this contract shall control.
8. MULTIPLE SERVICE LOCATIONS.
(a) By written order, the Contracting Officer may at any time
designate any service location within the service area of the
Contractor at which service shall be furnished or discontinued
thereunder, and this contract shall be modified in writing
accordingly by adding to or deleting from the service
specifications the name and location of the appropriate service
locations, by specifying a different rate, if applicable, the
appropriate point of delivery, different service specifications if
applicable, and any other appropriate terms and conditions.
(b) Any applicable minimum charge specified in this contract shall be
prorated for the billing period in which commencement or
discontinuance of service at any service location designated under
the service specifications shall become effective.
9. ADDITIONAL ATTACHMENTS
The attached Exnioit "C", ~eneral Provisions {Utility Service
Contract), and ExniOit "B", Administrative Information, are made a part of
these provisions.
4
SEWERAGE SERVICE SPECIFICATIONS
1. SPECIFIC PREMISES TO BE SERVED: 200 family housing units, in 53 separate
buildings at the Navy Family Housing Complex, located on Otay Lakes Road at
Telegrapn Canyon Road, Cnula ~ista, California.
2. ESTIMATED SERVICE:
Estimated annual "volume: 14,600,000 gallons
(The Government is neither obligated to deliver nor is it restricted to
the above estimate.)
3. SERVICE TO BE RENDERED: The Contractor shal| receive, carry, treat and
dispose of all sanitary sewage originating at the project in such amounts as
the Government desires to release into the Contractor's sewer system and in
manner and by such means as will constitute no hazard to the public health.
The Contractor shall operate its sewage disposal and treatment facilities in
conformity with applicable laws, ru1 es, and regu1 ations promulgated by
Federal, state and local authorities.
4. POINT OF DELIVERY: The sewage shall be delivered to the Contractor by the
Government at cleanouts for the sewer laterals of each individual building.
5. SIZE OF SEWER LATERALS TO POINTS OF DELIVERY: 4" diameter
6. RATES: As specified in Resolution #13201 {adopted 8/24/87) of the City
Council of the City of Cnula Vista's Master Fee Schedule and as subsequently
amended until service is rendered.
EXHIBIT "A"
CONNECTION FEES
(a) Capacity Fee - (Ordinance 2107)
(2UD Apts. x .lb EDU/Apt. x $6UO/EDU) .................... 590,000.00
{b) Sewer Administration Fee - {Master Fee Schedule)
($17.UO/Unit x 200 Units) ................................. $3,400.00
{c) Tele raph Canyon Trunk Sewer Repayment District -
L~bU~ADt. x Z'UU Apts. = ~12,UUU principal escalated
at 4% per annum from 1/1/72 = 62%)
162% of ~12,000.00 ...................................... $19,440.00
Total Connection Fees ........................ $112,840.00
A-I
EXHIBIT "B"
ADMINISTRATIVE INFORmrATION
1. Premises Are: Government Owned
2. Connection Charge: $112,840.00
3. Estimated Annual
Sewage Service Cnarge: $1J,470.UO
4. invoice for the connection charge snall be rendered to:
Western Division {Attn: Code ll31SG)
Naval Facilities Engineering Command
P.O. Box 727
San Bruno, CA 94066-U720
5. Usage/service charges shall be, according to an existing agreement
between Otay Water District and City of Chula Vista, included on billings
rendered by Otay Water District for service which will be furnished under
agreement No. N62474-87-C-8512.
Invoices for these charges will be submitted to:
Navy Public Works Center (Code 611)
K0354/87C8511/00
P.O. Box ll3
San Diego, CA 92136-5113
6. PAYING OFFICE: (Do not send invoices to paying office)
{a) For the connection fees payments will be made by:
Disbursing Officer
Attn: Code 244
Naval Construction Battalion Center
Port Hueneme, CA 93043
(b) For the monthly service billings, payments will De made by:
Disbursing Officer
Naval Supply Center
937 N. Harbor Dr.
San Diego, CA 92132
7. COMMUNICATION: All communications regarding this contract shall
be addressed as follows:
B-1
Contractor: City of Cnula Vista
Department of Public Works
276 Fourth Avenue
Cnula Vista, CA g2OlO
Government: Western Division {Attn: Code ll31)
Naval Facilities Engineering Command
P. O. Box 727
San Bruno, CA 94066-0720
8. THIS CONTRACT is negotiated pursuant to the authority of lO U.S.C.
2304(c){1).
9. APPROPRIATION CHARGEABLE:
For connection charge: AA 1767030.2561 025 10212 0 062474
2A 000000 NZZZ53 Y306 lO
For recurring service/usage charges: Applicable funds will be cited on
invoices or delivery orders issued against this contract.
Exhibit "C"
GENERAL PROVISIONS
(UTILITY SERVICE CONTRACT)
1. DEFINITIONS. (APR 1984)
(a) "Head of the agency" (also called "agency head") or "Secretary" means
the Secretary {or Attorney General, Administrator, Governor, Chairperson, or
other chief official as appropriate) of the agency, including any deputy or
assistant chief official of the agency, and, in the Department of Defense, the
Under Secretary and any Assistant Secretary of the Departments of the Army,
Navy, and Air Force and the Director and Deputy Director of Defense agencies;
and the tem "authorized representative" means any person, persons, or board
(other than the Contracting Officer) authorized to act for the head of the
agency or Secretary.
{b) "Contracting Officer" means a person with authority to enter into,
administer, and/or terminate contracts and make related determinations and
findings. The term includes certain authorized representatives of the
Contracting Officer acting within the limits of their authority as delegated
by the Contracting Officer.
{c) Except as otherwise provided in this contract, the term "subcontracts"
includes, but is not limited to, purchase orders and changes and modifications
to purchase orders under this contract. (FAR 52.202-l)
2. COVENANF AGAINST CONTINGENT FEES. (APR 1984)
(a) The Contractor warrants that no person or agency has been employed or
retained to solicit or obtain this contract upon an agreement or understanding
for a contingent fee, except a bona fide employee or agency. For breach or
violation of this warranty, the Government shall have the right to annul this
contract without liability or, in its discretion, to deduct from the contract
price or consideration, or otherwise recover, t~e full amount of the
contingent fee.
(b) "Bona fide agency", as used in this clause, means an established
commercial or selling agency, maintained by a contractor for the purpose of
securing business, that neither exerts nor proposes to exert improper
influence to solicit or obtain Government contracts nor holds itself out as
being able to obtain any Government contract or contracts through improper
influence.
"Bona fide employee", as used in this clause, means a person, employed
by a contractor and subject to the contractor's supervision and control as to
time, place and manner of performance, who neither exerts nor proposes to
exert improper influence to solicit or oPtain Government contracts nor molds
out as being able to ootain any Government contract or contracts through
improper influence.
C~l
"Contingent fee", as used in this clause, means any commission,
percentage, brokerage, or other fee that is contingent upon the success that a
person or concern has in securing a Government contract.
"Improper influence", as used in this clause, means any influence
that induces or tends to induce a Government employee or officer to give
consideration or to act regarding a Government contract on any basis other
than the merits of the matter. (FAR 52.203-5)
3. CONFL[CTS. (APR 1964)
To the extent of any inconsistency between the terms of this contract,
and any schedule, rider, or exhibit incorporated in this contract by reference
or otherwise, or any of the Contractor's rules and regulations, the terms of
this contract shall control. (FAR 5Z.ZU~-3).
4. RESTRICTIONS ON SUBCONTPu~CTOR SALES TO THE GOVERNMENT (jUL 1985)
(a) Except as provided in (b) below, the Contractor 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 Contractor from
asserting rights that are otherwise authorized by law or regulation.
(c) The Contractor agrees to incorporate the substance of this clause,
including this paragraph (c), in all subcontracts under this contract.
(FAR 52.203~6)
5. PROTEST AFTER AWARD (jUN 1985)
(a) Upon receipt of a notice of protest (as defined in 33.101 of the FAR)
the Contracting Officer may, by written order to tne Contractor, direct t~e
Contractor to stop performance of the work called for by this contract. The
order shall De Specifically identified as a stop-work order issued under this
clause. Upon receipt of the order, the Contractor si~all immediately comply
with its terms and take all reasonable steps to minimize the incurfence of
costs allocable to the work covered by the order during the period of work
stop-page. Upon receipt of the final decision in the protest, the Contracting
Officer shall either-
(l) Cancel the stop-work; or
(2) Terminate the work covered by the order as provided in the
Default, or the Termination for Convenience of the Government, clause of this
contract.
C~2
(~) If a stop-worK order issued under this clause is canceled either
before or after a fina| decision in the protest, the Contractor shall resume
worK. The Contracting Officer shall make an equitable adjustment in the
delivery schedule or contract price, or both, and the contract shall be
modified, in writing, accordingly, if-
(l) The stop-worK order results in an increase in the time required
for, or in the Contractor's cost properly allocable to, the performance of any
part of this contract; and
(2) The Contractor requests an adjustment within 30 days after the
end of the period of work stoppage; provided, that if the Contracting Officer
decides the facts justify the action, the Contracting Officer may receive and
act upon the request at any time before final payment under this contract.
(c) If a stop-work order is not canceled and the work covered by the
order is terminated for the convenience of the Government, the Contracting
Officer shall allow reasonable costs resulting from the stop-work order in
arriving at the termination settlement.
(d) If a stop-work order is not canceled and the work covered by the
order is terminated for default, the Contracting Officer shall allow, by
equitable adjustment or otherwise, reasonable costs resulting from the
stop-work order.
(el The Government's rights to terminate this contract at any time are
not affected oy action taken under this clause. (FAR 52.203-6)
6. ASSIGNMENT OF CLAIMS. (JAN 1986)
(a) The Contractor, under the Assignment of Claims Act, as amended, 31
U.S.C 3727, 41 U.S.C. 1 ~ (hereafter referred to as "the Act"), may assign its
rights to be paid amounts due or to become due as a resu1 t 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 teassign 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 a]] unpaid amounts payable under this contract, and shall
not be made to more than one party, except that an assignment or reassiqnment
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 shal] not furnish or disdose 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 writin9. (FAR 52.232-23)
C-3
7. DISPUTES. ( APR 1 984)
(a) This contract is subject to the Contract Disputes Act of 1978 (41
U.S.C. 601-613){the Act).
(b) Except as provided in the Act, all disputes arising under or relating
to this contract shall be resolved under this clause.
{c) "Claim", as used in this clause, means a written demand or written
assertion by one of the contracting parties seeking, as a matter of right, the
payment of money in a certain sum, the adjustment or interpretation of
contract terms, or other relief arising under or relating to this contract. A
claim arising under a contract, unlike a claim relating to that contract, is a
claim that can be resolved under a contract clause that provides for the
relief sought by the claimant. However, a written demand or written assertion
by the Contractor seeking the payment of money exceeding SSO,O00 is not a
claim under the Act until certified as required by subparagraph (d)(2) below.
A voucher, invoice, or other routine request for payment that is not in
dispute when submitted is not a claim under the Act. The submission may be
converted to a claim under the Act, by complying with the submission and
certification requirements of this clause, if it is disputed either as to
liability or amount or is not acted upon in a reasonable time.
(d) {1) A claim by the Contractor shall be made in writing and submitted
to the Contracting Officer for a written decision. A claim by the Government
against the Contractor shall be subject to a written decision by the
Contracting Officer.
(2) For Contractor claims exceeding $50,000, the Contractor shall
submit with the claim a certification that-
(i) The claim is made in good faith;
{ii) Supporting data are accurate and complete to the best of the
Contractor's knowledge and belief; and
(iii) The amount requested accurately reflects the contract
adjustment for which the Contractor believes the Government is liable.
(j) (i) If the Contractor is an individual, the certification shall
De executed by that individual.
(ii) If the Contractor is not an individual, the certification
shall be executed by-
(A) A senior company official in charge at the Contractor's
plant or location involved; or
(8) An officer or general partner of the Contractor having
overall responsibility for the conduct of the Contractor's affairs.
(el For Contractor claims of $50,000 or less, the Contracting Officer
must, if requested.in writing by the Contractor, render a decision within 60
days of the request. For Contractor-certified claims over $50,000, the
Contracting Officer must, within 60 days, decide the claim or notify the
Contractor of the date by which the decision will be made.
(f) The Contracting Officer's decision shall be final unless the
Contractor appeals or files a suit as provided in the Act.
{g) The Government shall pay interest on the amount found due and unpaid
from (1) the date the Contracting Officer receives the claim (properly
certified if required), or {2) the date payment otherwise would be due, if
that date is later, until the date of payment. Simple interest on claims
shall be paid at the rate, fixed by the Secretary of the Treasury as provided
in the Act, which is applicable to the period during which the Contracting
Officer receives the claim and then at the rate applicable for each 6-month
period as fixed by the Treasury Secretary during the pendency of the claim.
(h) The Contractor shall proceed diligently with performance of this
contract, pending final resolution of any request for relief, claim, appeal,
or action arising under the contract, and comply with any decision of the
Contracting Officer. (FAR 52.233-1)
8. OFFICIALS NOT TO BENEFIT. (APR 1984)
No member of or delegate to Congress, or resident commissioner, shall be
admitted to any share or part of tnis contract, or to any benefit arising from
it. However, this clause does not apply to this contract to the extent that
this contract is made witil a corporation for the corporation's general
benefit. (FAR 5L.2Uj-I)
9. EXAMINATION OF RECORDS BY COMPTROLLER GENERAL. {APR 1~84)
(a) This clause applies if the contract exceeds $10,000 and was entered
into by negotiation.
(b) The Comptroller General of the United States or a duly authorized
representative from t~e General Accounting Office shall, until 3 years after
final payment under this contract or for any shorter period specified in
Federal Acquisition Regulation (FAR) Subpart 4.7, Contractor Records
Retention, have access to and the right to examine any of the Contractor's
directly pertinent books, documents, papers, or other records involving
transactions related to this contract.
(c) The Contractor agrees to include in first-tier subcontracts under
this contract a clause to the effect that the Comptroller General or a duly
authorized representative from the General Accounting Office shall, until 3
years after final payment under the subcontract or for any shorter period
specified in FAR Subpart 4.7, have access to and the right to examine any of
the subcontractor's directly pertinent books, documents, papers, or other
records involving transactions related to the subcontract. "Subcontract", as
C-5
used in this clause, excludes (1) purchase orders not exceeding SlO,O00 and
(2) subcontracts or purchase orders for public utility services at rates
established to apply uniformly to the public, plus any applicable reasonable
connection charge.
(d) The periods of access and examination in paragraphs (b) and (c) above
for records relating to (1) appeals under the Disputes clause, (2) litigation
or settlement of claims arising from the performance of this contract, or (3)
costs and expenses of this contract to which the Comptroller General or a duly
authorized representative from the General Accounting Office has taken
exception shall continue until such appeals, litigation, claims, or exceptions
are disposed of. {FAR 52.215-1)
lO. GRATUITIES. (APR 1984)
(a) The right of the Contractor to proceed may be terminated by written
notice i f, after notice and nearing, the agency head or designee determines
that the Contractor, its agent, or another representative-
(1) Offered or gave a gratuity (e.g., an entertainment or gift) to an
officer, official, or employee of the Government; and
(2) Intended, by the gratuity, to obtain a contract or favorable
treatment under a contract.
(b) The facts supporting this determination may be reviewed by any court
having lawful jurisdiction.
{c) If this contract is terminated under paragraph (a) above, the
Government is entitled-
(l) To pursue the same remedies as in a breach of the contract, and
(2) In addition to any other damages provided by law, to exemplary
damages of not less than 3 nor more than lO times the cost incurred by the
Contractor in giving gratuities to the person concerned, as determined by the
agency head or a designee.
(d) The rights and remedies of the Government provided in this clause
shall not be exclusive and are in addition to any other rights and remedies
provided by law or under this contract. (FAR 52.203-3)
ll. CONVICT LABOR. (APR 1984)
The Contractor agrees not to employ any person undergoing sentence of
imprisonment in performing this contract except as provided by l~ U.S.C.
40~(c)(Z) and Executive Order 11755, December 29, l~73. (FAR 52.222-3)
C-6
12. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT - OVERTIME CO~ENSATION -
GENEPj~L. (htAR 1986)
(a) Overtime requirements. No Contractor or subcontractor contracting
for any part of the contract work which may require or involve the employment
of laborers or mechanics (see Federal Acquisition Regulation (FAR) 22.300)
shall require or permit any such laoorers or mechanics in any workweek in
which the individual is employed on such work to work in excess of 40 hours in
sucn workweek unless such laborer or mechanic receives compensation at a rate
not less than l-l/2 times the basic rate of pay for all hours worked in excess
of 4u hours in such workweek.
(b) Violation; liability for unpaid wages; liquidated damages. In the
event of any violation of the provisions set forth in paragraph (a) of this
clause, the Contractor and any subcontractor responsible therefor shall be
liable for the unpaid wages. In addition, such Contractor and subcontractor
shall be liable to the United States (in the case of work done under contract
for the District of Columbia or a territory, to such District or to such
territory), for liquidated damages. Such liquidated damages shall be computed
with respect to each individual laborer or mechanic employed in violation of
the provisions set forth in paragraph (a) of this clause in the sum of ~lO for
each calendar day on which such individual was requi red or permitted to work
in excess of the standard workweek of 40 hours without payment of the overtime
wages required by provisions set forth in paragraph (a) of this clause.
(c) Withholding for unpaid wages and liquidated damages. The Contracting
Officer shall upon his or her own action or upon written request of an
authorized representative of the Department of Labor withhold or cause to be
withheld, from any moneys payable on account of work performed by the
Contractor or subcontractor under any such contract or any other Federal
contract witn the same Prime Contractor, or any other Federally-assisted
contract subject to the Contract Work Hours and Safety Standards Act which is
held Dy tne same Prime Contractor, such sums as may be determined to be
necessary to satisfy any liabilities of such Contractor or subcontractor for
unpaid wages and liquidated damages as provided in the provisions set forth in
paragraph (o) of this clause.
(d) Payrolls and basic records. (1) The Contractor or subcontractor
shall maintain payrolls and basic payroll records during the course of
contract work and shall preserve them for a period of 3 years from the
completion of the contract for all laborers and mechanics working on the
contract. Suc~ records shall contain the name and address of each such
employee, social security number, correct classifications, hourly rates of
wages paid, daily and weekly number of hours worked, deductions made, and
actual wages paid. Nothing in this paragraph shall require the duplication of
records required to be maintained for construction work by Department of Labor
regulations at 29 CFR 5.5(a)(3) implementing the Davis-Bacon Act.
(2) Tne records to be maintained under paragraph (d)(1) of this
clause shall be made available by the Contractor or subcontractor for
inspection, copying, or transcription by authorized representatives of the
Contracting Officer or the Department of Labor. The Contractor or
subcontractor shall permit such representatives to interview employees during
working hours on the job.
(el Subcontracts. The Contractor or subcontractor shall insert in any
subcontracts the provisions set forth in paragraphs (a) through {el of this
clause and also a clause requiring the subcontractors to include these
provisions in any lower tier subcontracts. The Prime Contractor shall be
responsible for compliance by any subcontractor or lower tier subcontractor
with the provisions set forth in paragraphs (a) through (el of this clause.
(FAR 52.222-4)
13. CLEAN AIR AND WATER. (APR 1984)
(a) "Air Act", as used in this clause, means the Clean Air Act (42 U.S.C.
7401 et seq.).
"Clean air standards", as used in this clause, means -
(1) Any enforceable rules, regulations, guidelines, standards,
limitations, orders, controls, prohibitions, work practices, or other
requirements contained in, issued under, or otherwise adopted under the Air
Act or Executive Order 1)738;
(~) An applicable implementation plan as described in section llO(d)
of the Air Act (42 U.S.C. 7410(d));
(3) An approved implementation procedure or plan under section lll{c)
or section lll(d) of the Air Act (42. U.S.C. 7411(c) or (d)); or
(4) An approved implementation procedure under section ll2(d) of the
Air Act (42. U.S.C. 7412(d)).
"Clean water standards", as used in this clause, means any enforceable
limitation, control, condition, prohibition, standard, or other requirement
promulgated under the Water Act or contained in a permit issued to a
discharger by the Environmental Protection Agency or by a State under an
approved program, as authorized by section 402 of the Water Act (33 U.S.C.
1342), or by local government to ensure compliance with pretreatment
regulations as required by section 307 of the Water Act (33 U.S.C. 1317).
"Compliance", as used in this clause, means compliance with -
(l) Clean air or water standards; or
(2) A scnedule or plan ordered or approved by a court of competent
jurisdiction, tne Environmental Protection Agency, or an air or water
pollution control agency under t~e requirements of the Air Act or Water Act
and related regulations.
C-8
"Facility", as used in the clause, means any building, plant,
installation, structure, mine, vessel or other floating craft, location, or
site of operations, owned, leased, or supervised by a Contractor or
subcontractor, used in the performance of a contract, or subcontract. When a
location or site of operations includes more than one building, plant,
installation, or structure, the entire location or site shall be deemed a
facility except when the Administrator, or a designee, of the Environmental
Protection Agency, determines that independent facilities are collocated in
one geographical area.
"Water Act", as used in this clause, means Clean Water Act (33 U.S.C.
1251 et seq.).
{o) The Contractor agrees -
(1) To comply with all the requirements of section ll4 of the Clean
Air Act (42 U.S.C. 7414) and section 308 of the Clean Water Act (33 U.S.C.
131~) relating to inspection, monitoring, ent~, reports, and information, as
well as other requirements specified in section ll4 and section 308 of the Air
Act and the Water Act, and all regulations and guidelines issued to implement
those acts before the award of this contract;
{2) That no portion of the work required by this contract will be
performed in a facility listed on the Environmental Protection Agency List of
Violating Facilities on the date when this contract was awarded unless and
until the EPA eliminates the name of the facility from the listing;
(3) To use best efforts to comply with clean air standards and clean
water standards at the facility in which the contract is being performed; and
(4) To insert the substance of this clause into any nonexempt
subcontract, including this subparagraph {b)(4). {FAR 52.223-2)
14. FEDERAL, SFATE, AND LOCAL TAXES (NONCOMPETITIVE CONTRACT). (APR 1984)
(a) "Contract date", as used in this clause, means the effective date of
this contract and, for any modification to this contract, the effective date
of the modification.
"All applicable Federal, State, and local taxes and duties," as used in
this clause, means all taxes and duties, in effect on tne contract date, that
the taxing authority is imposing and collecting on the transactions or
property covered by this contract.
"After-imposed tax", as used in this clause, means any new or increased
Federal, State, or local tax or duty, or tax that was excluded on the contract
date but whose exclusion was later revoked or amount of exemption reduced
during the contract period, other than an excepted tax, on the transactions or
property covered by this contract that the Contractor is required to pay or
bear as the result of legislative, judicial, or administrative action taking
effect afte~ the contract date.
C-9
"After-relieved tax", as used in this clause, means any amount of
Federal, State, or-local tax or duty, other than an excepted tax, that would
otherwise have been payable on the transactions or property covered by this
contract, but which the Contractor is not required to pay or bear, or for
which the Contractor obtains a refund or drawback, as a result of legislative,
judicial, or administrative action taking effect after the contract date.
"Excepted tax", as used in this clause, means social security or other
employment taxes, net income and franchise taxes, excess profits taxes,
capital stock taxes, transportation taxes, unemployment compensation taxes,
and property taxes. "Excepted tax" does not include gross income taxes levied
on or measured by sales or receipts from sales, property taxes assessed on
completed supplies covered by this contract or any tax assessed on the
Contractor's possession of, interest in, or use of property, title to which is
in the Government.
{b) Unless otherwise provided in this contract, the contract price
includes all applicable Federal, State, and local taxes and duties.
(c) The contract price shall be increased by the amount of any
after-imposed tax, or of any tax or duty specifically excluded from the
contract price by a term or condition of this contract that the Contractor is
required to pay or bear, including any interest or penalty, if the Contractor
states in writing that the contract price does not include any contingency for
such tax and if liability for such tax interest, or penalty was not incurred
through the Contractor's fault, negligence, or failure to follow instructions
of the Contracting Officer.
{ d) The contract price shall be decreased by the amount of any
after-relieved tax. The Government shall be entitled to interest received by
the Contractor incident to a refund of taxes to the extent that such interest
was earned after the Contractor was paid by the Government for such taxes.
The Government shall be entitled to repayment of any penalty refunded to the
Contractor to the extent that the penalty was paid by the Government.
{el The contract price shall be decreased by the amount of any Federal,
State, or local tax, other than an excepted tax, that was included in the
contract price and that the Contractor is required to pay or bear, or does not
obtain a refund of, through the Contractor's fault, negligence, or failure to
follow instructions of the Contracting Officer.
(f) No adjustment shall be made in the contract price under this clause
unless the amount of the adjustment exceeds ~lO0.
(g) The Contractor shall promptly notify the Contracting Officer of all
matters relating to Federal, State, and local taxes and duties that reasonably
may be expected to result in either an increase or decrease in the contract
price and s~all take appropriate action as the Contracting Officer directs.
The contract price shall De equitably adjusted to cover the costs of action
taken by the Contractor at the direction of the Contracting Officer, including
any interest, penalty, and reasonable attorney's fees.
C-IU
(h) The Government shall furnish evidence appropriate to establish
exemption from any.Federal, State or local tax when (l) the Contractor
requests such exemption and states in writing, that it applies to a tax
excluded from the contract price and (2) a reasonable basis exists to sustain
the exemption. (FAR 52.229-4)
15. AUDIT - NEGOTIATION. (APR 1984)
(a) Examination of costs. If this is a cost-reimbursement, incentive,
time-and-materials, labor-hour, or price-redeterminable contract, or any
comoination of these, the Contractor snall maintain - and the Contracting
Officer or representatives of the Contracting Officer shall have the right to
examine and audit - books, records, documents, and other evidence and
accounting procedures and practices, sufficient to reflect properly all costs
claimed to have been incurred or anticipated to be incurred in performing this
contract. This right of examination shall include inspection at all
reasonaole times of the Contractor's plants, or parts of them, engaged in
performing the contract.
(b) Cost or pricing data. If, pursuant to law, the Contractor has been
required to submit cost or pricing data in connection with pricing this
contract or any modification to this contract, the Contracting Officer or
representatives of the Contracting Officer who are employees of the Government
shall have the right to examine and audit all books, records, documents, and
other data of the Contractor (including computations and projections) related
to negotiating, pricing, or performing the contract or modification, in order
to evaluate the accuracy, completeness, and currency of the cost or pricing
data. The right of examination shall extend to all documents necessary to
permit adequate evaluation of the cost or pricing data submitted, along with
the computations and projections used.
(c) Reports. If the Contractor is required to furnish cost, funding, or
performance reports, the Contracting Officer or representatives of the
Contracting Officer who are employees of the Government shall have the right
to examine and audit books, records, other documents, and supporting
materials, for the purpose of evaluating {1) the effectiveness of the
Contractor's policies and procedures to produce data compatible with the
oojectives of twlese reports and (2) the data reported.
(d) Availaaility. The Contractor shall make availaole at its office at
all reasonable times the materials described in paragraphs (a) and (b) above,
for examination, audit, or reproduction, until 3 years after final payment
under this contract, or for any shorter period specified in Subpart
Contractor Records Retention, of the Federal Acquisition Regulation, or for
any longer period required by statute or by other clauses of this contract.
In addition-
(l) If this contract i s completely or partially terminated, the
records relating to the work terminated shall be made available for 3 years
after any resulting final termination settlement; and
(2) Records relating to appeals under the Disputes clause or to
litigation or the settlement of claims arising under or relating to this
C-11
contract shall be made available until such appeals, litigation, or claims are
disposed of.
(e) The Contractor shall insert a clause containing all tne terms of this
clause, including this paragraph (e), in all subcontracts over $10,000 under
this contract, altering the clause only as necessary to identify properly the
contracting parties and the Contracting Officer under the Government prime
contract. (FAR 52.Z15-Z)
16. 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.
(o) Amounts shall be due at the earliest of the following dates:
(l) The date fixed under this contract.
(Z) The date of the first written demand for payment consistent with
this contract, including any demand resulting from a default termination.
{j) 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
contract. 2 7
17. PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA. {APR 1984)
(a) If any price, including profit or fee, negotiated in connection with
this contract, or any cost reimbursable under this contract, was increased by
any significant amount because (1) the Contractor or a subcontractor furnished
cost or pricing data that were not complete, accurate, and current as
certified in its Certificate of Current Cost or Pricing Data, (2) a
subcontractor or prospective subcontractor furnished the Contractor cost or
pricing data that were not complete, accurate, and current as certified in the
Contractor's Certificate of Current Cost or Pricing Data, or {j) any of these
~-. \ parties furnished data of any description that were not accurate, the price or
! cost shall be reduced accordingly and the contract shall be modified to
reflect the reduction.
(b) Any reduction in the contract price under paragraph (a) above due to
defective data from a prospective subcontractor that was not subsequently
awarded the subcontract shall be limited to the amount, plus applicable
overhead and profit markup, by which (1) the actual subcontract or (2) the
actual cost to the Contractor, if there was no subcontract, was less than the
prospective subcontract cost estimate submitted by the Contractor; provided,
that the actual subcontract price was not itself affected by defective cost or
pricing data. (FAR ~2.21b-22).
C-13
/5L/
I ~z ,"v' . ()