4. DISPUTES

(a) This contract is subject to the Contract Disputes Act of 1978 (41 U.S.C. 601, et. seq.). If a dispute arises relating to the contract, the Contractor may submit a clain to the Contracting Officer who shall issue a written decision on the dispute in the manner specified in DAR 1-314 (FPR 1-1.318).

(c) In the case of disputed requests or amendments to such requests for payment exceeding $50,000, or with any amendment causing the total request in dispute to exceed $50,000, the Contractor shall certify, at the time of submission as a claim, as follows:

I certify that the claim is made in good faith, that the supporting data are accurate and complete to the best of my knowledge and belief; and that the amount requested accurately reflects the contract adjustment for which the Contractor believes the Government is liable.

(Contractor's Name)

(d) The Government shall pay the Contractor interest

(e)

(1) on the amount found due on claims submitted

(2)

(3)

under this clause;

at the rates fixed by the Secretary of the Treasury, under the Renegotiation Act, Public Law 92-41;

from the date the Contracting Officer receives the claim, until the Government makes payment.

The decision of the Contracting Officer shall be final and conclusive and not subject to review by any forum, tribunal, or Government agency unless an appeal or action is timely commenced within the times specified by the Contract Disputes Act of 1978.

(f) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal or action related to the contract, and comply with any decision of the Contracting Officer.

(a) For purposes of this clause, "Major/Critical Subcontracts" are those subcontracts the failure of which would seriously jeopardize the successful completion of the program within cost, schedule and/or technical performance specifications.

(b) Unless otherwise provided within this contract, the Contractor will be responsible for selecting subcontractors and effectively managing the subcontracts required in the performance of work hereunder. The Contractor will apply special management emphasis in surveillance of major/critical subcontractors' performance, to provide reasonable assurance that contractual requirements will be met. In discharging this responsibility, the Contractor will establish, maintain and use in the performance of this contract, a subcontract management system that conforms to the minimum criteria set forth below. Specifically the Contractor will:

(1) Identify all major/critical subcontracts (as defined in (a) above) and notify the Contracting Officer of this identification in writing, indicating the areas and degree of risk involved. For subcontracts that require advance notification pursuant to the Subcontracts clause of this contract, identification of the major/critical subcontract will be included in such notice. The Contractor will include additional subcontracts identified as major/critical by the Contracting Officer. Subcontractors may be dropped, with the concurrence of the Contracting Officer, from the special management emphasis category when they are no longer viewed as critical.

(2) Require the major/critical subcontractors to identify at regular time intervals existing and potential technical, quality, cost (when appropriate), and schedule problems and to propose solutions for their resolution. This would include devising work-around solutions for risks which become unacceptable. The Contractor will promptly notify the Contracting Officer of the problems and proposed solutions.

(3) Ensure that each subcontract contains all applicable specifications, special requirements, and clauses needed to carry out the requirements of the prime contract.

(4) Select a contract type appropriate to the risks involved in the performance. Cost type contracts will be preferred type when substantial development risk is identified.

(5) Consistent with obtaining reasonable competition,

(6) Wherever feasible, encourage subcontractors to submit alternate proposals; for example, use of off-the-shelf hardware to meet a contractual requirement instead of new development.

(7) Perform advance procurement planning for each major/critical subcontract. Respond, in writing, to reasonable requests of the Contracting Officer for information on procurement planning before the solicitation is released.

(8) Provide prompt notification to the Contracting Officer when a problem that is likely to have a significant adverse impact on technical, quality, cost or schedule performance develops on a major/critical subcontract.

(9) Within the Contractor's responsibility for the technical performance of subcontracts, provide technical assistance to major/critical subcontractors for problem-solving when required.

(10) Establish a requirement for program reviews with major/critical subcontractors and periodically invite authorized representatives of the Contracting Officer to attend these reviews. The Contractor will also invite authorized representatives of the Contracting Officer to attend design reviews and problem-solving meetings as an observer.

(11) Include a provision in all subcontracts authorizing the Contracting Officer or the representative to visit the subcontractor facilities (with the concurrence of the Contractor), to review progress and witness testing pertaining to the requirements of the subcontract.

(12) Provide adequate information in response to reasonable requests of the Contracting Officer or the authorized representative on subcontract performance as required.

(13) Submit status information for major/critical subcontracts in program progress reporting that is specified in other provisions of this contract.

(c) The Contractor's management of the subcontract effort will be continually reviewed by the Contracting Officer or authorized representative. Government participation in surveillance of the performance of major/critical subcontractors does not relieve the Contractor of any basic responsibility to manage the subcontracts effectively and efficiently. This surveillance is not intended to establish privity of contract between the Government and such subcontractors.

6.

CONTRACT CERTIFICATION

WAGE AND PRICE STANDARDS (1979 SEP)

(This clause is applicable if the contract, an order against a basic ordering agreement or a supplemental agreement for new work is in excess of $5 million, or indefinite delivery-type contracts when the cumulative value of orders is expected to exceed $5 million.)

(a) The Contractor hereby certifies, as of the date of this contract, to be in compliance with the Wage and Price Standards issued by the Council on Wage and Price Stability (6 CPR 705, Appendix, and Part 706).

(b) If it is later determined, after notice and opportunity to be heard, that the Contractor was willfully not in compliance with such standards as of the date of this contract, then this contract may be terminated in accordance with the provisions of the Termination for Default clause.

(c) Should the Government determine that termination for default would not be in the public interest, the Contractor agrees to accent an equitable reduction of the contract price or cost allowance and profit or fee, as appropriate under the circumstances.

(d) The Contractor shall require a Certification - Wage and Price Standards, limited to (a) above, as a condition of award of anv firsttier subcontract which exceeds $5 million. The Contractor further agrees that should anv price adjustment in subcontract orices result from the operation of this provision as to subcontracts, he will advise the Contracting Officer and an equitable' adjustment of the contract price will be made. The operation of this provision in any subcontract shall not excuse the Contractor from performance of this contract in accordance with its terms and conditions. Anv waiver or relaxation of the certification requirements with respect to such first-tier subcontractors can only be made by the Secretary.