A statement of grounds which render a contract on a lump-sum basis impracticable, should be inserted in this recital.

Whereas, the Contractor is willing to undertake the performance of such architectengineer services on a cost-plus-a-fixed-fee basis; and

Whereas, the Commission, finds that the Contractor is best qualified to perform such services, all relevant factors considered; and Whereas the Commission certifies that this negotiated contract is authorized by and executed under the Atomic Energy Act of 1954, as amended, in the interest of the common defense and security;

NOTE: The appropriate authority under the Federal Property and Administrative Services Act of 1949, as amended, should also be cited.

Now therefore, the parties hereto agree as follows:

Article I-Definitions. Insert contract clause as set forth in § 9-7.5005-4.

Article II-Statement of work.

(a) Description of construction project. The construction project for which architectengineer services are to be furnished comprises

NOTE: As full a description as is feasible of the construction project should be inserted. If the architect-engineer work is to

cover auxiliary facilities required for construction, this paragraph should include a reference to such facilities.

The construction project will be located at on a site

(b) Statement of architect-engineer services. The Contractor shall furnish for the construction project the architect-engineer services described in Title below, sub

ject to such further detailed requirements as may be appended to this Contract by agreement of the parties.

NOTE: This paragraph shall be modified if necessary to omit inappropriate matter or to adapt it to particular circumstances. More detailed requirements, applying security, safety and other policy standards to the preparation of drawings and specifications may be incorporated in an appendix to the contract.

TITLE I-PRELIMINARY SERVICES

(1) Conduct or arrange for, by subcontract or otherwise as approved by the Contracting Officer, and supervise all necessary topographical and other field surveys, the preparation of maps, and necessary test borings and other subsurface investigations.

(2) Consult and collaborate with the Commission or its designees to determine the requirements which will govern design of the project and to establish architectural and engineering criteria for such design.

(3) Conduct preliminary studies, and prepare preliminary sketches, drawings, layout plans, outline specifications and reports showing features and characteristics of the design proposed to meet the Commission's requirements.

(4) Prepare preliminary estimates of cost and time schedules for (1) completion of the design and working drawings and specifications, and (11) construction.

(5) Prepare preliminary estimates of material quantities required for construction. TITLE II-DESIGN SERVICES

(1) Upon approval by the Commission of preliminary plans and estimates, undertake the design of the construction project.

(2) Undertake restudy and redesign work due to such changes and deviations within the scope of the construction project from approved preliminary work as may be required by the Commission.

(3) Prepare and revise, for the approval of the Commission, and furnish working drawings, details and specifications for construction, and contract bidding documents in such form and quantity and including such provisions as may be required by law or the directions of the Commission.

(4) Prepare, or when directed by the Commission, participate with others in the preparation of, a detailed estimate of the cost of construction based on the approved design and working drawings and specifications.

(5) Assist the Commission and its designees in securing, analyzing, and evaluating

proposals and bids for materials, equipment, and services required for construction.

(6) When requested, consult with and advise the Commission on any questions which may arise in connection with the architectengineer services described in this contract. TITLE III-SUPERVISION OF CONSTRUCTION

(1) Furnish and maintain governing lines and benchmarks to provide horizontal and vertical controls to which construction may be referred.

(2) Check and approve, or require revision of, all vendors' shop drawings to assure conformity with the approved design and working drawings and specifications.

(3) Inspect the execution of construction so as to assure adherence to approved drawings and specifications.

(4) Inspect construction workmanship and materials, and equipment, and report to the Commission as to their conformity or nonconformity to the approved drawings and specifications.

(5) Make or procure such field or laboratory tests of construction workmanship and materials, and equipment, as the Commission may require or approve.

(6) Prepare estimates of reasonable amounts of increase or decrease in contract price and/or contract completion term for contract modifications, evaluate proposals submitted by the constructor for such contract adjustments and make recommendations to the Contracting Officer for use in negotiating.

(7) Prepare reports and make recommendations on status of deliveries of materials and equipment as the Commission may require or approve.

(8) Prepare monthly and other reports of the progress of construction, as may be required and partial, interim and final estimates and reports of quantities and values of construction work performed, for payment or other purposes.

(9) Furnish set(s) of reproducible "as built" record drawings of the type specified by the Commission and set(s) of markedup specifications showing construction as actually accomplished.

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Article III-Changes. Insert contract clause set forth in § 9-7.5006-4.

Article IV-Obligation of funds, estimates of cost (other than operating contracts). Insert contract clause set forth in § 9-7.500614.

Article V-Allowable costs and fixed fee. Insert contract clause set forth in § 9-7.5006-12.

NOTE: For onsite architect-engineer contracts central and branch office expenses may be included in allowable costs only if expressly authorized by the Contracting Officer.

Article VI-Payments. Insert clause set forth in § 9-7.5006-25 using 10 percent in the second sentence of subparagraph (b).

NOTE A: Normally, payment for architectallowable engineer costs incurred and

claimed is made on the basis of straight reimbursement. Provision is made, however, for advancing funds to the contractor should that be deemed advisable. Payments on account of the fixed fee shall in any case be made only as earned and claimed in accordance with contract provisions. See Part 9-30.

NOTE B: If it is contemplated that advances will be made to the contractor, substitute the clause set forth in § 9-7.5006-23 and require special bank agreement set forth in § 9-7.5006-24.

Article VII-Assignment. Insert contract clause set forth in § 9-7.5006-46.

Article VIII-Accounts, records, and inspection. Insert contract clause set forth in § 9-7.5006-1.

NOTE: The provisions relating to records and accounts are designed to permit the use of AEC's integrated accounting system whether the reimbursement method or the advance method of payment is employed.

Article IX-Examination of records. Insert contract clause as set forth in § 9-7.5004-10.

Article X-Responsibility for design and working drawings and specifications. The granting of approvals by the Commission under the paragraph entitled "Statement of Architect-Engineer Services" of the article entitled "Statement of Work” shall not affect the responsibility of the Contractor for the design, nor for the correctness of working drawings and specifications.

Article XI-Property. Insert contract clause set forth in § 9-7.5006-26.

Article XII-Drawings, designs, specifications. Insert contract clause set forth in § 9-7.5006-13.

Article XIII-Required bonds and insurance-exclusive of Government property. Insert contract clause set forth in § 9-7.5006-51.

Article XIV-State and local taxes. The Contractor agrees to notify the Contracting Officer of any tax, fee, or charge (a) from which exemption is granted by State or local law, or (b) which is invalid under any provision of the Constitution of the United States levied or purported to be levied on the Contractor in respect of this Contract and to refrain from paying any such tax, fee, or charge unless otherwise authorized by the Contracting Officer. The Contractor further agrees to take such steps as may be required by the Contracting Officer to cause any such tax, fee, or charge to be paid under protest and, if so directed by the Contracting Officer, to cause to be assigned to the Government or its designee any and all rights to the abatement or refund of any such tax, fee, or charge, or to permit the Government to join with the Contractor in any proceedings for the recovery thereof or to sue for recovery in the Contractor's name. The Government shall save the Contractor harmless from penalties and interest incurred through compliance with this article.

Article XV-Litigation and claims. Insert contract clause set forth in § 9-7.5006-50.

Article XVI-Subcontracts and purchase orders-When subcontracts authorized-Requirements applicable to subcontracts and purchase orders. The Contractor shall, when ordered by the Contracting Officer, and may, but only when authorized by the Contracting Officer, enter into subcontracts in writing for the performance in whole or in part of the work described in paragraph entitled "Statement of Architect-Engineer Services" of the article entitled "Statement of Work." Purchase orders shall not be entered into by the Contractor for items whose purchase is expressly prohibited by the written directions of the Contracting Officer. All subcontracts for the performance in whole or in part of the work described in paragraph entitled "Statement of Architect-Engineer Services" of the article entitled "Statement of Work" shall be submitted to the Contracting Officer for approval. The Government reserves the right at any time to require that the Contractor submit any or all other contractual arrangements, including but not limited to purchase orders or classes of purchase orders, for approval, and provide information concerning methods, practices, and procedures used or proposed to be used in subcontracting and purchasing. The Contractor shall use methods, practices, or procedures in subcontracting or purchasing which are acceptable to the Commission. Subcontracts and purchase orders (note A) shall be made in the name of the Contractor, shall not bind or purport to bind the Government, shall not relieve the Contractor of any obligation under this Contract (including among other things, the obligation properly to supervise and coordinate the work of subcontractors), and shall be in such form and contain such provisions as are required by this Contract or as the Contracting Officer may prescribe.

NOTE A: The words "shall be made in the name of the Contractor, shall not bind nor purport to bind the Government" are optional and may be used or omitted, as appropriate.

NOTE B: Paragraph (c) of $9-7.5006-29 shall be included in the contract if it is contemplated that the contractor will be required to procure any equipment, materials, supplies, or services of the kind and character manufactured or sold by contractor-controlled sources.

Article XVII-Safety, health, and fire protection. Insert contract clause set forth in § 9-7.5006-47.

Article XIX-Key personnel. Insert contract clause set forth in § 9-7.5007-2.

Article XX-Patents. Insert contract clause set forth in § 9-9.5003.

NOTE: The patent clause should not be departed from except upon the advice of the Field Patent Group or in the absence of such group on the advice of the Office of the Assistant General Counsel for Patents. In each case it will be necessary to determine whether or not it will be appropriate to add the indemnity clause with or without modifications. The patent indemnity clause is Clause 15 of Standard Form 23A. For modifications to indemnity clause see note “A” under Article XIX, Patent Indemnity, § 9-16.5002-4.

Article XXI-Security. Insert contract clause set forth in § 9-7.5004-11.

NOTE: The security clause includes a provision under which the contractor agrees to conform to all security regulations and requirements of the AEC. This provision will support security actions which are not expressly mentioned in the security clause but are required by the AEC, whether in the form of general rules or "one-time" requirements. Examples are actions to promote physical security and control of classified matter.

Article XXII-Disputes. Insert contract clause as set forth in § 9-7.5004-3.

Article XXIII-Labor.

(a) Contract Work Hours Standards ActOvertime Compensation. Insert contract clause set forth in FPR 1-12.303 with the modification necessary if § 9-12.103-51 applies.

(b) Equal opportunity. Insert contract clause set forth in FPR 1-7.101-18.

(c) Convict labor. Insert contract clause set forth in FPR 1-12.203.

Article XXIV-Covenant against contingent fees. Insert contract clause as set forth in § 9-7.5004-2.

Article XXV-Officials not to benefit. Insert contract clause as set forth in § 9-7.5004-5.

Article XXVI-Buy American Act. Insert contract clause as set forth in § 9-7.5004-17. Article XXVII-Termination. Insert contract clause set forth in § 9-8.751.

Article XXVIII-Permits. Insert contract clause set forth in § 9-7.5006-48.

Article XXIX-Renegotiation. Insert contract clause set forth in § 9-7.5004-20, if the contract is subject to the Renegotiation Act of 1951, as amended.

Article XXX-Classification. Insert contract clause set forth in § 9-7.5004-21 when required.

Article XXXI-[Reserved]

Article XXXII-Alterations and additions. Insert contract clause set forth in

§ 9-7.5006-2.

In the event the contractor will be required to perform procurement activities, the

following articles shall be included in the contract as appropriate.

Article XXXIII-Utilization of small business concerns. Insert contract clause set forth in FPR 1-1.710-3 (a) under the conditions and in the manner prescribed in that section.

Article XXXIV-Small business subcontracting program. Insert contract clause set forth in FPR 1-1.710-3 (b) under the conditions and in the manner prescribed in that section.

Article XXXV-Utilization of concerns in labor surplus areas. Insert contract clause set forth in FPR 1-1.805-3 (a) under the conditions and in the manner prescribed in that section.

Article XXXVI-Labor surplus area subcontracting program. Insert contract clause set forth in FPR 1-1.805-3 (b) under the conditions and in the manner prescribed in that section.

Article XXXVII-Utilization of minority business enterprises. Insert the clause set forth in FPR 1-1.1310-2(a) under the conditions and in the manner prescribed in that section.

Article XXXVIII-Minority business enterprises subcontracting program. Insert the clause set forth in FPR 1-1.1310-2(b) under the conditions and in the manner prescribed in that section.

Article XXXVIX-Priorities, allocations, and allotments. Insert contract clause set forth in § 9-7.5006-52.

In witness whereof, the parties hereto have executed this Contract as of the day and year above written:

§ 9-16.5002-7 Outline of a letter con

tract.

1. Contract number, date, name, and address of Contractor.

2. Direction to Contractor to proceed immediately to furnish the supplies or to perform the work specified, followed by as detailed description of the supplies to be furnished or work to be performed as is practicable, together with desired delivery date or date of completion.

3. Provision that letter contract contains and resulting definitive contract will contain all applicable provisions required by Federal Law, Executive Order, or regulations. 4. Provision for (a) submission by the Contractor of a quotation and/or estimate supported by a cost breakdown and agreement to enter into negotiation of a definitive contract immediately and (b) type of definitive contract to be used.

5. Provision for (a) approval by the Contracting Officer of subcontracts and purchase orders of specified types and dollar limits as required by Subpart 9-51.2 and (b) dollar limitation on total amount the Contractor may expend or obligate pending execution of the definitive contract.

6. Time limit within which letter contract will be superseded by definitive contract (normally within 120 days). Provision for termination either (a) at any time for the convenience of the Government, or (b) in event the parties fail to agree upon the terms of, and to execute, a definitive contract within the time specified on any extension.

7. Provision for the reimbursement of the Contractor for all reasonable and necessary costs for work performed when the termination is for the convenience of the Government or in the event the parties fail to agree upon the terms of a definitive contract within the time specified, or any extension thereof. In the latter case the provision should exclude the payment of profit or fee.

8. The total payments under paragraph 7 above shall be limited to the total dollar amount authorized to be expended by the letter contract and shall be contingent upon transfer of title to the Government of all material (including specifications and drawings), tools, machinery, and work in process for which the Contractor is receiving reimbursement or the obtaining of an appropriate disposal credit to the Government for them. 9. Appropriate security provisions. 10. Appropriate tax provisions. 11. Appropriate disputes provisions. 12. Appropriate examination of records provisions.

13. Provision against assignment without prior approval in writing of the Contracting Officer.

NOTE: Ordinarily, letter contracts will not contain any provision for payments to the Contractor, except in the event of its termination, since it is contemplated that a definitive contract will be executed within a short

This agreement, entered into the the day of 19--, effective day of 19--, by and between the United States of America (hereinafter referred to as the "Government"), as represented by the U.S. Atomic Energy Commission (hereinafter referred to as the "Commission"), and

(hereinafter referred to as the "Contractor"). Witnesseth That:

Whereas the Commission desires to have the Contractor perform certain research work, as hereinafter provided; and

Whereas, this agreement is authorized by the Atomic Energy Act of 1954, as amended, and section 302(c) (15) of the Federal Property and Administrative Services Act of 1949, as amended;

Now, therefore, the parties agree as follows: ARTICLE I-THE RESEARCH TO BE PERFORMED

(a) The Contractor shall, to the best of its ability, furnish personnel, facilities, equipment, materials, supplies, and services, except such as are furnished by the Government, necessary for the performance of the research provided for in Appendix A hereto, and shall perform the research and report thereon pursuant to the provisions of this contract. It is understood that Appendix A, a guide to the performance of this contract, may be deviated from by the Contractor subject to the specific requirements of this contract.

(b) This work shall be conducted under the direction of

or

such other member of the Contractor's staff as may be mutually satisfactory to the parties.

NOTE A: The description of the research in Appendix A may be omitted and Appendix A appropriately modified to incorporate, by pertinent references to the proposal or other documents, the type of data necessary to describe the research as called for by Appendix A; and where there is no cost sharing, other features may be referenced in lieu of insertion in Appendix A. In such cases, the referenced material will be retained as part of the permanent contract file.

ARTICLE II-THE PERIOD FOR PERFORMANCE

The period of performance under this contract shall commence on and expire on

19__ 19. Performance may be extended for additional periods by the mutual written agreement of the parties. It is presently expected that this

contract will be extended by mutual agreement until 19.1

ARTICLE III-CONSIDERATION

(a) In full consideration of the Contractor's performance hereunder, the Commission shall furnish the equipment, supplies, materials, and services, if any, listed in Article A-II(b) (2) and pay the Contractor the sum of $.. --, hereinafter called the "Support Ceiling" which sum shall be subject to adjustment as hereinafter provided.

(b) Payments to the Contractor shall equal the "Cumulative Support Cost" of performance of this contract, as the term "Cumulative Support Cost" is defined in Article B-XXVII: 2 Provided, however, And notwithstanding any other provision of this contract, that the Government's monetary liability under this contract shall not exceed the Support Ceiling specified in (a) above. The Commission shall not pay more than the Support Ceiling or an amount equal to the Cumulative Support Cost, whichever is less. The Contractor shall be obligated to perform under this contract throughout the agreedupon period of performance, and to bear all costs which the Commission has not agreed to pay: Provided, however, That the Contractor shall have the right to cease to perform the research provided for in this contract, upon written notice to the Commission to that effect, at any time when or after

1 This sentence is optional and may be omitted.

2 The term Cumulative Support Cost refers to the cost of items under A-II(a) of Appendix A, for the initial contract period plus any extension periods, that may be properly chargeable to the AEC. If proportionate costsharing is involved, the Support Cost is the AEC's share of such costs, and it does not include the cost of items excluded from Article A-II(a), such as items to be contributed solely by the Contractor or property to be furnished by the Government. Charges to the AEC will be reported after the conclusion of each contract period set forth in Appendix A (generally an annual period); in addition to the limitations on charges to the AEC provided for by this Article III, charges to the AEC for a specified contract period may not exceed 110 percent of the estimated Support Cost for that contract period except as approved by the AEC (see Article B-XXVIII). The estimated Support Cost for each pertinent period of contract performance will be set forth in Article A-III. If Article A-III of Appendix A provides that the cost of the items listed under Article A-II (a) is to be proportionately shared by the parties, the charges to the AEC shall be determined by applying the AEC's sharing percentage set forth in Article A-III to the cost for items under Article A-II (a) incurred during the specified contract period; such charges to the AEC shall also be subject to the 110 percent limitation mentioned above as well as to the provisions of this Article III.