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SOURCE: 42 FR 63786, Dec. 20, 1977, unless otherwise noted. 8 15-1.5000 Scope of subpart.

This subpart established procedures governing the closing of contract files when all contract performance is completed or the contract is terminated.

(2) Total actions and dollar value of awards to all businesses.

(3) Total actions and dollar value of awards to small business.

(4) Total actions and dollar value of construction awards to small business made by set-aside.

(5) Total actions and dollar value of small business awards made by setasides, excluding set-asides for construction.

(6) Total actions and dollar value of awards made to the Small Business Administration pursuant to section 8(a) or the Small Business Act.

(7) Total actions and dollar value of awards made to minority concerns.

(c) The reports identified in paragraphs (a) and (b) of this section are to be submitted to the Small Business Advisor no later than the 20th day fol. lowing the end of the reporting period with the exception of the last report of the fiscal year which shall be submitted no later than the 30th day following the end of the fiscal year. (5 U.S.C. 301) (42 FR 63786, Dec. 20, 1977)

$ 15-1.5001 Definition-Completed con

tract. A completed contract is one that is both physically and administratively complete and in which all aspects of contractual performance have been accomplished or formally waived. A contract is physically complete only after all property and services called for under the contract, including such related items as reports, materials, data, and exhibits, have been delivered to and accepted by the Government including property and services for which no specific compensation may have been stipulated or a notice of complete contract termination has been given the contractor by the Government. A contract is administratively complete when all payments have been made and all administrative actions accomplished. A contractor accorded limited administration and having a face value of $10,000 or under is closed when evidence of physical completion is received by the contracting officer.

Subpart 15-1.23—Environmental


§ 15–1.2302–3 Compliance responsibilities.

Notifications required by FPR 11.2302-5 shall be forwarded, in writing, to the Director, Contracts Management Division. (5 U.S.C. 301) (42 FR 63786, Dec. 20, 1977)

8 15-1.5002 Procedures.

8 15–1.2302–5 Withholding award.

Notifications required by FPR 11.2302-5 shall be forwarded, in turn, to the Director, Office of Federal Activi. ties, and the Director, Contracts Management Division, such notice shall be by telephone and the date notice is given shall be noted in the procurement file to establish the start of the 15 working day delay period. (5 U.S.C. 301) (42 FR 63786, Dec. 20, 1977)

$ 15–1.5002-1 Closing review.

(a) Upon physical completion, the contract and contract file shall be reviewed to verify that all actions have been fully documented to the extent practicable. Consideration must be given to the type of contract being closed, and the contract file shall be reviewed to determine that:

(1) All services have been rendered and accepted;

(2) All property, including but not limited to contract end items, reports, data, and exhibits, have been delivered and accepted;

(3) All payments and collections have been accomplished;

(4) Releases from liabilities, obligations, and claims have been obtained from the contractor, if appropriate;

Subpart 15-1.50—Closing Completed

or Terminated Contracts

AUTHORITY: 5 U.S.C. 301.

(5) Assignments of refunds, rebates, forth in a supplemental agreement and credits, have been executed by the and payment or collection made; contractor, if approprate;

(3) A copy of each subcontract ap(6) All administrative actions have proved or ratified by the contracting been completed such as determination officer, together with the letter or docof final overhead rates, release of ument of approval and the subconfunds, or disposal of property, and all tract review memorandum must be readministrative reviews and approvals tained in the contract file. If approval have been accomplished and docu- of individual subcontracts is waived by mented regarding such items as wages, approval of the contractor's purchassalaries, insurance, and accounting; ing system, a copy of or a specific ref

(7) The file is documented as pre- erence to the purchasing system apscribed in § 15-1.313; and

proval must be included in the con(8) Ascertain the possible existence tract file. Unresolved disputes between of pending disputes, contingent liabile prime and subcontractors must be reities, or circumstances out of which solved before the prime contract file future claims or litigation might arise, can be closed, unless the prime conpotential credits, or refunds or other tractor releases the Government from future recoveries. Insure that ade- any obligation relating to the subconquate reserves have been set aside to tractor claims; provide for contingent liabilities.

(4) Before a contract file can be (b) A closing review shall be made to closed, all additions or changes to the insure that either the contract file terms, conditions, or administrative recontains, or that all actions necessary citals must be formalized by an approto complete the file have been con- priate supplemental agreement or unisummated as they are applicable to lateral change order. Timely action the type of contract being closed:

must be taken to formalize adjustment (1) Inspection and acceptance docu- of price, estimated cost, or fee when ments or a statement from program required by special contract provipersonnel that all services and proper- sions, such as price redetermination, ty required by the contract have been incentive clauses, escalation, or partial performed or delivered in accordance or complete termination settlements. with the terms of the contract and are Contracting officers have no authority acceptable to the Government. All dis- to, and shall not, give or execute any crepancies in actual performance or kind of release of claim or obligation delivery with contract requirements to the contractor except by formal must be reconciled before the contract modification of the contract; file is closed;

(5) All Government-owned property, (2) Contract files shall not be closed real or personal, either furnished by or final payment made until (i) all the Government or acquired by the questions of disallowed or suspended contractor for the account of the Govcosts are settled; (ii) the "completion ernment, must be accounted for and voucher" and the “cumulative claim appropriate disposal action taken and reconciliation statement” are veri- upon physical completion of the confied (see § 15-1.5002-3) and final audit tract. The contract file shall not be report or closing statement obtained closed until the inventory of all such from the Cost Review and Policy Government-owned property is veriBranch, Contracts Management Divi- fied and a complete record of the dission; (iii) all discrepancies are resolved position of all property is placed in the between payments and deliveries or file; performance, and between billings and (6) Individual copies of the following payments; (iv) final overhead rates are must be placed in the contract file established and set forth in a contract prior to closing: (i) Systems approvals, modification; (v) assignments of re i.e., accounting, estimating, purchasfunds, rebates, credits, and other ing, property management, quality asamounts are executed; (vi) final re- surance, and maintenance; (ii) advance lease of claims is received from the understanding on particular items of contractor; and (vii) partial or com cost identified in FPR 1-15.107; i.e., plete termination settlements are set IR&D, employee compensation, travel,

insurance plans, and precontract costs; and (iii) other agreements relating to contract performance;

(7) Copies of appropriate clearances and reports relating to inventories, patents, royalties, copyright, publications, and tax exemptions must be included in the official contract file. Also the file must contain copies of inquiries from and answers and reports to sources such as the Congress, the General Accounting Office, audit activities, and other organizations; and

(8) Copies of letters delegating contract administration, such as technical direction, quality assurance inspection and acceptance, property management, and subcontract approval, must be included in the official contract file and a statement that all delegated actions were completed satisfactorily. $ 15–1.5002–2 Contract closing memoran

dum. The contracting officer shall prepare à memorandum that may take the form of a memorandum for the record or a checklist of contract actions applicable to the type of contract involved (see $ 15-1.313 and $ 15-1.5002-1). The memorandum shall contain as a minimum verification that all contract performance is completed and that all contract actions have been fully documented. Contracting activities shall design and prescribe the form and contents of such closing checklists. [42 FR 63786, Dec. 20, 1977; 43 FR 967, Jan. 5, 1978)

$ 15-1.5002-4 Termination.

(a) All documentation relating to the terminated portion of a contract shall be maintained in a separate termination file or in a separately identifiable section of the official contract file. After final settlement and payment or collection of all termination claims, the termination file shall be reviewed to insure that the file contains documentation to support all actions relating to the termination settlement and to the disposition of the Governmentowned property. Documentation of the file shall include:

(1) Request for termination action or a statement of reasons for the termination;

(2) Notice of termination and instructions to the contractor, and notice to the General Accounting Office as prescribed by FPR 1-8.403;

(3) Correspondence with the contractor and records of all discussions, meetings, and negotiations;

(4) Copies of all settlement proposals and accounting reviews and analysis thereof;

(5) Records and approvals of subcontractor settlements;

(6) Inventory schedules and records of disposal of Government-owned property; and

(7) Settlement agreements, records of exceptions, and contracting officer determinations, as appropriate.

(b) After all termination actions are completed and the separate termination file closed, it shall be filed as part of the official contract file.

Subpart 15-1.53—Code of Conduct

8 15–1.5002-3 Verification of costs.

Before final payment is made under a cost-reimbursement type contract, the contracting officer must verify the allowability, allocability, and reasonableness of costs claimed. Verification of total costs incurred should be obtained from the Office of Audit, through the Cost Review and Policy Branch, CMD, in the form of a final audit certification. Similar verification of actual costs must be made for fixedprice contracts when cost incentive or price redetermination are involved. Termination settlement proposals shall be submitted to the Cost Review and Policy Branch for review by the Office of audit, as prescribed by FPR 1-8.207.

8 15–1.5300 Code of conduct.

(a) Government personnel. (1) A number of Federal statutes prohibit certain acts by Government personnel and special Government employees as defined in 18 U.S.C. 202 in relation to procurement activities for the Government. Among these statutes are the following: (i) 18 U.S.C. 201 relating to bribes in order to secure a Government contract; (ii) 18 U.S.C. 203 relating to compensation for services rendered in connection with any proceeding or claim in which the United States has an interest; (iii) 18 U.S.C. in an impartial manner and the company's own self-interest.

(b) It has been EPA's experience that conflicts of this type occur most frequently in circumstances where contractors provide services involving either (1) the preparation of specifications or statements of work to be incorporated into a solicitation of bids or proposals on subsequent procurements, or (2) access to the proprietary data of other companies. In such circumstances, the following clause shall be used in both the solicitation and the ensuing contract:

205 relating to acting as an agent or attorney for prosecuting any claim against the United States; (iv) 18 U.S.C. 208 relating to transacting business as an officer or agent of the United States with firms of which such officer or agent, his spouse, minor child, or partner is an official or in which he has a pecuniary interest; and (v) 18 U.S.C. 209 relating to compensation from non-Government sources in connection with Government services EPA regulations on Employee Responsibilities and Conduct are contained in 40 CFR 3.735-101 et seq. All personnel involved in procurement actions shall become familiar with these statutory prohibitions. Any questions concerning them shall be referred to the Assistant General Counsel for Grants and Procurement. In addition to criminal penalties the statutes provide that transactions entered into in violation of these prohibitions are voidable (18 U.S.C. 218).

(2) Aside from such statutory prohibitions, as set forth above, procure. ment personnel shall maintain the highest standards of conduct in connection with dealings on behalf of the Government. Such conduct must at all times be beyond reproach and must be such that each individual involved in EPA procurement activities would have no reticence in making a full public disclosure of all actions taken in connection with such activities. (37 FR 3989, Feb. 25, 1972, as amended at 42 FR 63787, Dec. 20, 1977) & 15-1.5301 Organizational conflicts of in

terest. (a) It is EPA policy to avoid situations in the procurement process where, by virtue of work or services performed for EPA, or as the result of data acquired from EPA or from industry, a particular company:

(1) Is given an unfair competitive advantage over other companies in respect to future EPA business;

(2) Is placed in a position to affect Government actions under circumstances in which there is danger that the company's judgment may be biased; or

(3) Otherwise finds that a conflict exists between the performance of work or services for the Government

LIMITATION ON FUTURE CONTRACTING (a) It is agreed by the parties to this contract that the Contractor will be restricted in its future contracting with EPA in the in its fu manner described below. Except as specifically provided in this clause, the Contractor shall be free to complete for EPA contracts on an equal basis with other companies.

(b) If the Contractor, under the terms of this contract, or through the performance of tasks pursuant to this contract, is required to develop specifications or statements of work and such specifications or statements of work are incorporated into a solicitation, the Contractor shall be ineligible to perform the work described in that solicitation as a prime or first tier subcon. tractor under an ensuing EPA contract. Such restriction shall remain in effect for three years following the date of the initial solicitation. It is further agreed that EPA will not unilaterally require the Contractor to prepare specifications or statements of work under this contract.

(c) To the extent that the work under this contract requires access to proprietary or confidential business or financial data of other companies, and as long as such data remains proprietary or confidential, the Contractor shall protect such data from unauthorized use and disclosure and agrees not to use it to compete with such companies.

(d) The restrictions of paragraph (b) above may be waived by the contracting officer if it is determined that such restrictions would be detrimental to the EPA program. The waiver provision in paragraph (d) of the clause may be exercised by the contracting officer only after receiving written approval from the Director, Contracts Management Division, EPA. Unless the circumstances of paragraph (b) or (c) of the clause are present, the fact that a contractor will perform re

search and development work under a make the price certain, additional support service contract is not reason quantities of the supplies or services for inclusion of the clause: Provided, called for by the contract, or may elect That if the circumstances of para to extend the period of performance graph (b) or (c) of the clause are intro of the contract. duced by a task order which is to be issued under a contract whose general $ 15-1.5702 Applicability, scope would not have otherwise re

(a) Option clauses may be included quired the clause, the clause will be in

in contracts where increased require. corporated in the basic contract prior

ments within the period of contract to issuance of the task order.

performance are foreseeable, or where (c) In those cases where the con

continuing performance beyond the tracting officer determines that a po

original period of contract performtential organizational conflict of inter

ance may be in the best interest of the est exists which is not covered by the

Government. Since options require ofclause set out in paragraph (b) of this section, he shall prepare a written

ferors to guarantee prices for definite analysis of the facts of the case, clear.

periods of time with no guarantee that ly indicating the area of concern and

orders will be placed, their improper the nature of the potential conflict. use could result in prices which are The written analysis shall be forward

unfair to either the Government or ed to the Director, Contracts Manage the contractor. Option clauses may rement Division, who after obtaining the quire that option quantities be offered advice of counsel, shall prepare an ap at prices no higher than those for the propriate clause for use in the solicita initial quantities or they may allow tion and/or the contract, or take other option quantities to be offered without appropriate action.

such limitation as to price. When addi(37 FR 3889, Feb. 25, 1972)

tional requirements are foreseeable and subsequent competition would be

impracticable because of such factors Subpart 15-1.57-Options

as production lead time and delivery SOURCE: 39 FR 30836, Aug. 26, 1974, unless

requirements, the use of options which

require prices no higher than those otherwise noted.

for the initial quantities may be pref& 15-1.5700 Scope of subpart.

erable to later negotiating a price with This subpart applies to contracts for

the contractor (in lieu of exercising supplies and services other than for:

such an option) at a time when he is (a) The construction, alterations, or

the only practical source. An option repair of buildings, bridges, roads, or

normally should not be used where it other kinds of real property,

can reasonably be foreseen that (1) (b) Research and development, or

supplies will have to be procured at (c) Contracts to be awarded on a cost

some future date in such a quantity reimbursement basis. However, it does

that would constitute an economic not preclude the use of appropriate

production run, and (2) startup costs, option provisions in such contracts.

production lead time, and probable deWhere options are used in cost reim livery requirements would not prebursement contracts examples of sug.

clude adequate future competition. gested language is included in 15

(b) Option provisions and clauses 1.5706.

shall not be included in contracts

when8 15-1.5701 Definition of options.

(1) The supplies or services being As used in this subpart, an option is purchased are readily available on the a provision in a contract under which, open market, except that in the case for a specified time, the Government of services, option clauses may be inmay elect to purchase, at an estab- cluded for foreseeable requirements if lished price or at a price that can be the use of such option is considered to established by reference to some spe- be in the best interest of the Governcific method of calculation which will ment;

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