offeror to complete blocks 12, 17, 23, 24, & no. of 8 … · 2012-09-13 · submit invoices to...

SOLICITATION/CONTRACTIORDER FOR COMMERCIAL ITEMS 1. REC TON NO. PAGE I OF

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 HR-12-3712826FAXNIS# : 123292 8

23 CONTRACT NO. & AWARDIEFFECTIVE DATE 4. ORDER NO. 5 SOLICITATION NUMBER 6 SOLICITATIOP ISSUE DATE

NRC-HQ-12-c-38-0099 NRC-HQ-11-R-38-0065

7. FOR SOLICITATION a, NAME b. TELEPHONE NO. (No Coecd Cals) S. OFFER DUE IATE&LOCALINFORMATION CALL: TIME

C. ISSUEDBY C 13100 10. THIS ACOUISmON IS J UNRESTRICTED OR OX SETASIDE: 100 %FOt:

U.S. Nuclear Regulatory Commission [,] SMALLUNESS r WOMEN EDSMALLBUINESS

i i(WOS5) ELIGIBLE UNDER THE VVOMEN40WHEDAttn: Erika Eam, 301-492-3492 HUBZONESMALL SMALL BUSINESS PROGRAM NAK;s: 611430Mail Stop: TWB-01-B104 BUSINESS EDWO'SWashington, DC 20555 [ SERVICE-IISABLEDSIZ STANDARD

VETERAN-ONEDSMALL BUSINESS & A) $7 Milliox

II DELIVERY FOR FO- DESTINA- 12. DISCOUNT TERMS 13b. RATINGTiONLUNLESS BLOCK IS N/A ij s3. THISCONTRACTISA N/ARATED ORDER UNDER N/A

DPAS (15 CFR 700) 14METHOD OF WC11TATION

ESRFDCLU IFS FRFP15 DELIVERTO CODE 10. ADMINISTERED BY CODE 1310)

U.S. Nuclear Regulatory Commission U.S. Nuclear Regulatory CommissionDiv. of ContractsHail Stop: TWB-01-B1OM

Washington DC 20555 Washington, DC 20555

178. CDNTRACTORIOFFERDR CODE FACILITY CODE 16s. PAYMENT WILL BE MADE BY CODE 3100

STREET LEGAL INDUSTRIES. INC Department of Interior / NBC

NRCPayments@nbc. govAttn: Fiscal Services Branch - D2770

102 JEFFERSON CT STE A 7301 W. Mansfield AvenueDenver CO 80235-2230

OAK RIDGE TN 378304821 PHONE: FAX:TELEPHONE NO.

1 U18. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK la UNLESS BLOCK BELOW IS CIEC(EDLi 17b. CHECK IF REMITTANCE 18 DIFFEFENT AND PUT SUCH ADDRESS IN OFFER SE DDNU1 0 SEE-ADDENDUM

19. SO2E . See CONTINUATION Page 21. 22. 23. 24.ITEM NO. SCHEDULE OF SUPPLIEBISERVICES QUANTITY UNIT UNIT PRICE AMOUNT

'The contractor shall provide all resources (personnel and!materials) as necessary to furnish the services identified'in the Statement of Work (SOW) entitled "Root Cause Training"lin Section B of this contract.

(Ume Rev*"e andlor Abdsc AddItonal Shafts as Necassery)_______ ___________

25. ACCOUNTING AND APPRDIPRIATION DATA 26. TOTAL AWARD AMOUNT IFor GovL Use Ordy)See CONTINUATION Page; page B-2 for detailed informationObligated Amount; $213,06(.00; NTE $950,536.72DUNS#: 127614316; NAICS Code : 611430

D 27a. SOLICITATION INCORPORATES BYREFERENCE FAR 52.212-1. 52.212-4. FAR 52.212.3 AND 52212-5 ARE ATTACHED. ADDENDA DýARE DARE NOT ATTACHED.27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REF ERENCE FAR 52212-4. FAR 52.212.5 IS ATTACHED. ADDENDA [2]ARE ARE Nor ATTACHED

Li26. CONTRACTOR IS REOUIRED TO SIGN THIS DOCUMENT AND RETUJRN _______ 29. AWARD OF CONTRACT: REF. _______________OIER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED _____________. YOURI OFFER DN SOLICITATIONDELIVER ALL ITEMS SET FORTH OR OT-IERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH AREADDITIONAL SHEETS SUBJECT TO THETERMS AND CONDITIONS SPECIFIED FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30, = F18. UNIE 55O A jIEICA (bD E OF CONTRACTING OFFICER)

O~1<ER~1YEORI(~TI DAE SGNE 31. NME F ONTRACTING OFFICER ITYPE OR PRINT) 31c DATE SKnNED

i.- ~ %Z ~1 ~ I~~tr* ~ I ±JI i.-.Contracting OfficerAUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

TEMPLATE -ADM001

STANDARD FORM 1449 (REV. 2/2012)Pmrlmued by GSA - FAR (48 CFR) 53212

SUNSI REVIEW COMPLETh sAT001

Table of Contents

S EC TIO N A .................................................................................................................................... A -1

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS ............. A-1

SECTION B - CONTINUATION BLOCK ..................................................................................... B-1

B .1 G E N E R A L .... ................................................................................................................... B -1B.2 MINIMUM AND MAXIMUM AMOUNTS ....................................................................... B-1B .3 P R IC IN G S C HE D U LE .................................................................................................. B-1B.4 STA T E M E N T O F W O R K .................................................................................................. B-3

SECTION C - CONTRACT CLAUSES ....................................................................................... C-1

ADDENDUM TO FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIALIT E M S ............................................................................................................................ C -I

C.1 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDINGRESPONSIBILITY MATTERS (JAN 2011) ................................................................. C-1

C.2 52.216-18 ORDERING (OCT 1995) ......................................................................... C-1C.3 52.216-19 ORDER LIMITATIONS (OCT 1995) ........................................................ C-1C.4 52.216-22 INDEFINITE QUANTITY (OCT 1995) .......................................... ............ C-2C.5 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999) ............................................. C-2C.6 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) ............ C-2C.7 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (NOV 2011) ................. C-3C.8 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (APR

2 0 1 2 ) ............................................................................................................................. C -3C.9 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (JUL 2012) ............................. C-4C.10 52.228-5 INSURANCE - WORK ON A GOVERNMENT INSTALLATION (JAN 1997). C-7C.11 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) ......................... C-7C.12 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (JUL 2012) ................ C-7C.13 52.245-1 GOVERNMENT PROPERTY (APR 2012) .................................................. C-12C.14 52.245-9 USE AND CHARGES (APR 2012) ............................................................. C-24C.15 2052.204.70 SECURITY (M AR 2004) ......................................................................... C-25C.16 2052.204-7' BADGE REQUIREMENTS FOR UNESCORTED BUILDING ACCESS TO

N R C FA C ILITES (M A R 2006) ...................................................................................... C -27C.17 2052.209-70 CURRENT/FORMER AGENCY EMPLOYEE INVOLVEMENT (OCT 1999)...

....................... . ........................................................................................................... C -2 7C.18 2052.209-72 CONTRACTOR ORGANIZATIONAL CONFLICTS OF INTEREST (JAN

1 9 9 3 ) ........................................................................................................................... C -2 8C.19 2052.215-70 KEY PERSONNEL (JAN 1993) .............................. C-30C.20 2052.215-71 PROJECT OFFICER AUTHORITY (NOVEMBER 2006) ........................ C-31C.21 2052.215-78 TRAVEL APPROVALS AND REIMBURSEMENT -ALTERNATE 1 (OCT

1 9 9 9 ) ........................................................................................................................... C -3 2C.22 2052.216-72 TASK ORDER PROCEDURES (OCT 1999) ......................................... C-33C.23 ANNUAL AND FINAL CONTRACTOR PERFORMANCE EVALUATIONS (AUG 2011)C-34C.24 APPROPRIATE USE OF GOVERNMENT FURNISHED INFORMATION TECHNOLOGY

(IT) EQUIPMENT AND/OR IT SERVICES/ACCESS (MARCH 2002) ........................... C-34C.25 AUTHORITY TO USE GOVERNMENT PROVIDED SPACE AT NRC HEADQUARTERS

(A U G 2 0 1 1 ) .................................................................................................................. C -3 5C .26 B R A N D IN G (A U G 20 11) ............................................................................................. C -35C.27 COMPLIANCE WITH U.S. IMMIGRATION LAWS AND REGULATIONS (AUG 2011) C-35C.28 DRUG FREE WORKPLACE TESTING: UNESCORTED ACCESS TO NUCLEAR

FACILITES, ACCESS TO CLASSIFIED INFORMATION OR SAFEGUARDS

INFORMATION, OR PERFORMAING IN SPECIALLY SENSITIVE POSITIONS (DEC2 0 0 8 ) ........................................................ .................................................................. C -3 5

C.29 ELECTRO NIC PAYM ENT (AUG 2011) ...................................................................... C-36C .30 FE D E RA L H O LID A Y S ................................................................................................. C -36C .31 G REEN PURCHASING (JUN 2011) ............................................................................ C-37C.32 GOVERNMENT FURNISHED' EQUIPMENT/PROPERTY (AUG 2011) ....................... C-37C.33 INTERRURTION OF SERVICES ........................................... C-38C.34 NRC INFORMATION TECHNOLOGY SECURITY TRAINING (AUG 2011) ............... C-38C.35 ORDERING PROCEDURES (AUG 2011) ................................................................ C-38C.36 PACKAGING AND MARKING (AUG 2011) ................................................................. C-39C.37 PERIOD OF PERFORMANCE (AUG 2011) ALTERNATE IV (AUG 2011) .................. C-39C.38 PLACE OF DELIVERY--REPORTS (AUG 2011) ......................................................... C-39C.39 RULES OF BEHAVIOR FOR AUTHORIZED COMPUTER USE (MAR 2011) ............. C-40C.40 SAFETY OF ON-SITE CONTRACTOR PERSONNEL ................................................ C-40C.41 SECURITY REQUIREMENTS FOR ACCESS TO CLASSIFIED MATTER OR

IN FO R M A T IO N (JU L 2007) ......................................................................................... C -4 1C.42 SECURITY REQUIREMENTS FOR BUILDING ACCESS APPROVAL (AUG 2011)... C-42C.43 SECURITY REQUIREMENTS FOR INFORMATION TECHNOLOGY LEVEL I OR LEVEL

II AC CESS A PPR O VA L (JU L 2007) ............................................................................. C-44C.44 SECURITY REQUIREMENTS FOR UNESCORTED ACCESS TO NUCLEAR POWER

P LA N T S (F E B 2004 ) .................................................................................................... C -46C.45 SECURITY REQUIREMENTS RELATING TO THE PRODUCTION OF REPORT(S) OR

THE PUBLICATION OF RESULTS UNDER CONTRACTS, AGREEMENTS, ANDG R A N T S (A U G 20 11) .................................................................................................. C -4 8

C.46 USE OF AUTOMATED CLEARING HOUSE (ACH) ELECTRONICPAYMENT/REMITTANCE ADDRESS (AUG 2011) ...................................................... C-48

C.47 WHISTLEBLOWER PROTECTION FOR NRC CONTRACTOR AND SUBCONTRACTORE M P LO Y E E S (A U G 2011) ........................................................................................... C -49

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS ................................ D-1

ATTACHMENT 1 - W ORK ORDER FO RM ............................................................................ D-2ATTACHMENT 2 - BILLING INSTRUCTIONS FOR FIXED-PRICE TYPE CONTRACTS (JULY

2 0 1 1 ) ............................................................................................................................. D -3ATTACHMENT 3- BILLING INSTRUCTIONS FOR LABOR HOUR/TIME AND MATERIALS

TYPE CO NT RACTS (JULY 2011) .................................................................................. D-7ATTACHMENT 4 - NRC ACQUISITION REGULATION (48 CFR CHAPTER 20) SUBPART

2009.5 ORGANIZATIONAL CONFLICTS OF INTEREST ......................... D-13ATTACHMENT 5 - CONFLICT OF INTEREST - LIMITATIONS ........................................... D-20

NRC-HQ-1 2-C-38-0099 Section B

SECTION B - CONTINUATION BLOCK

B.1 GENERAL

(a) The contractor wil provide Root Cause Training Services for the United States Nuclear RegulatoryCommission's Personnel;

(b) The contract term includes a base period of twelve (12) months and two 24-month option periods fron time ofaward;

(c) The contract will be an Indefinite Quantity Commercial Item Contract with firm fixed unit prices.

B.2 MINIMUM AND MAXIMUM AMOUNTS

(a) The Department will order a minimum amount of $25,000.00 under this contract. The Department will hawe theentire term of the contract to fulfill the contract minimum. The specific CLINs and quantities will be identified n thework order(s) issued under this contract. During the life of this contract, the Department may order items in amyquantity up to the maximum amount specified in paragraph (b) below. If the minimum amount has not been crderedthen the Department will exercise the option for the next year.

(b) There are no maximum quantities or amounts for each individual CLIN, work order, contract period, or coitract.The maximum aggregate amount of all work orders issued under all contract awarded shall not exceed $950536.72for the entire term of the contract, including all options which may be exercised.

B.3 PRICING SCHEDULE

All unit prices are fixed unit prices that include all costs (including, but not limited to: labor, fringe benefits, overhead,G&A, and profit) necessary to provide the Training services required in the solicitation.

The line items indicated below are line items that may be ordered throughout the duration of the contract on an as

needed basis.

Base Period - September 5, 2012 - September 4. 2013

Item Number Description of Service MaximumQuantity

0001 Post - Award Meetinca0002 Root Cause Analysis

Course (G-205)*C

Unit Unit TotalPrice****

Each3ourse

Price

0003 Root Cause CourseDesigner/Developer**

0004 Travel***(Not-To-Exceed)

Total Based on Maximum

$125,000.00(Not-To-Exceed)

$50,000.00 (Not-To-Exceed)

Option Period I - September 5. 2013 - September 4. 2015

Item Number Description of Service Maximum Unit Unit Total Price________ _______________ Quantity ____Price*~**-

1001 Root Cause Analysis Course1002 TravelCourse (G1205)*0__To-1002____ Travel'"* $100,000 (Not-To-

B-1

NRC-HQ-12-C-38-0099 Section B(Not-To-Exceed) Exceed)

Total Based on Maximum $327,246.00

Option Period 2 - September 5, 2015 - September 4, 2017

Item Number Description of Service Maximum Unit Unit Total PriceQ___antitV Price`**

2001 Root Cause Analysis CourseCourse (G-205)*

2002 Travel*** $100,000 (Not-To-

T (Not-To-Exceed) $ 4Exceed)Total Based on Maximum $334,246.72

GRAND TOTAL FOR ALL YEAR BASED ON THE MAXIMUM: $950,536.72

NOTE:

* Price includes Student materials, instructor guides, case studies, instructors, and any associated training materials;

** Loaded Hourly Rates - The fixed hourly rate listed is "loaded" and shall only include the following: Salary cost orconsulting fee of the individual providing the services; Payroll costs (fringe benefits, FICA, etc.); Indirect costsapplicable to labor; and Profit or fee, if any;

Travel - The costs is associated with all travel needs for Root Cause and Incident Investigation Training Coursepresentations. The contractors travel must be pre-approved in writing in accordance with USNRC Government TravelRegulations.

ACCOUNTING AND APPROPRIATION DATA:

ACRN APPROPRIATION REQUISITION AMOUNTNUMBER

1 2012-84-17-N-157-JCN-X8443-BOC251F-APPNUMBER-31X0200 HR-12-371 P $2,866.002 2012-84-17-N-157-JCN-X8443-BOC-251F-APPNUMBE R-31 C0200 HR-12-371 P $180,000.003 2012-84-11-N-157-JCN-R8443-BOC-251F-APPNUMBER-31C0200 HR-12-371 P $31,000.00

B-2

NRC-HQ-12-C-38-0099 Section B

B.4 STATEMENT OF WORK

ROOT CAUSE TRAININGB.4.1 BACKGROUND

The Nuclear Regulatory Commission (NRC) licenses and inspects reactor and non-reactor facilities to ensurecompliance with applicable regulations, codes and standards and to identify conditions which may adversely affect thehealth and safety of workers and the public.

The scope of NRCs responsibility encompasses Nuclear Reactors, Nuclear Materials (medical, industrial ancresearch), Radioactive Waste, Transportation of Radioactive Material, Safeguards and Security.

Within the area of nuclear reactors, the fundamental building blocks that form the framework for the regulator/oversight process are seven cornerstones of safety (seehttp://www.nrc.qov/NRR/OVERSIGHT/ASSESS/cornerstone.html). This framework is based on the principlethat theagency's mission of proteoting public health and safety is met when the agency has reasonable assurance thatlicensee's are meeting the objectives of the seven cornerstones of safety.

The reactor inspection program, along with performance indicators (PIs), assessment, and enforcement, is an integralpart of the reactor oversight process.

In addition to overseeing routine activities, the inspection program also provides for the agency's response tooperational events. In support of these activities, it is useful for NRC staff to be able to employ proven root cause(RC) methodologies to determine the cause or causes of incidents or failures of licensee programs whether they berelated to equipment, procedures, management or human performance (HP) issues.

If a significant event should occur at a licensee facility, the NRC.may activate a team tasked with investigating theevent. The formal Incident Investigation Program (liP) is described in NRC Management Directive 8.3 (MD8.3) titled"NRC Incident Investigation Program". MD8.3 states, "It is the policy of the U.S. Nuclear Regulatory Commission toensure that significant operational events involving reactor and materials facilities licensed by the NRC areinvestigated in a timely, objective, systematic, and technically sound manner; that the factual information pertaining toeach event is documented; and that the cause or causes of each event are ascertained. The events may invdveresponses by an incident investigation team (liT) or less formal responses by an augmented inspection team (AiT) ora special inspection team (SIT), depending upon the level of response required."

The objectives of the lIP are summarized as follows:

- To promote public health and safety, instill public confidence, and provide for the common defense anisecurity by reducing the frequency of incidents and preventing accidents.

- To increase the efficiency and effectiveness of NRC regulatory programs and licensee operations by tieprompt disseminaton of the facts, conditions, circumstances, and causes of significant operational events andthe identification of appropriate follow-up actions.

- To improve regulatory oversight of licensee activities by uncovering facts that may indicate a need toreevaluate whether a particular aspect of the regulatory process before the event contributed directly b thecause or course of the event.

- To ensure that lIT, AIT, and SIT findings are properly dispositioned.

B-3


B.4.2 CONTRACT OBJECTIVE

The primary objective of this contract is to provide current, state-of-the-art training using proven methods to ensurethat NRC staff possesses the knowledge and ability to effectively:

- perform root cause investigations including human performance issues

The investigations may involve incidents or issues associated with nuclear reactors, nuclear materials (i.e., non-reactor applications of radioactive material such as industrial, medical or research) or security.

The training shall convey to the students the knowledge of root cause methods and techniques and also provide theskills necessary for them to perform their duties which involve NRC-licensed activities as specified in applicable NRCInspection Manual Chapters (IMC) and other NRC directives, policy or guidance.

The students shall be provided with topical examples as appropriate to emphasize the importance of the process anddemonstrate how it has been effectively employed in relevant situations.

The contractor shall accomplish the training using one or more of the following methods: direct instruction, hands-onactivities, problem solving, group discussions, team exercises or any other method(s) deemed appropriate by thecontractor.

The desired outcome for all of the training is for the students to acquire applicable and sufficient understanding of theuse of root cause techniques as necessary to ensure that the root causes of issues have been adequately identifiedso that corrective actions may be taken to protect the health and safety of occupationally and non-occupationallyexposed workers and members of the public

Successful accomplishment of the desired outcome shall be determined by evaluating:

- student performance during exercises- quality of root cause reports generated by the students and- the ratings and comments provided by the students

B.4.3 SCOPE OF WORK (TASKS)

The contractor shall furnish qualified personnel and services to develop training and presentation materials andpresent the training identified below. The contractor shall update and maintain training materials and presentationscurrent.

The following paragraphs describe the Tasks to be accomplished under this contract.

This contract does not authorize the contractor to perform consulting duties related to conducting or participating inroot cause investigations nor evaluation of root cause reports. This contract is limited to training and the developmentof training materials related to the topics covered within the scope of this contract.

B.4.4 TASK I - Participate in a Post-Award Meeting

Upon award of the contract, the contractor shall participate in a one day (8 hours max) meeting with the NRC ProjectOfficer (PO) and designated NRC technical representatives. The meeting shall take place at the NRC TechnicalTraining Center located in Chattanooga, Tennessee. The purpose of the meeting shall be to discuss the proposedcourse content, lesson objectives, case studies and material preparation. Some NRC individuals may participate viavideo- or teleconference. The date for this meeting shall be mutually agreed upon by the contractor and the NRC POconsistent with the Contract Milestones specified in section 8.4.14.

B-4


B.4.5 TASK 2 - Develop a Root Cause Analysis Course (G-205)

The contractor shall develop a training course with the objective of teaching inspectors the methods for condJcting aneffective root cause analysis.

NRC Inspection Procedure 95001 states that the root cause evaluation methods that are commonly used in nuclearfacilities are:

a. Events and causal factors analysis - to identify the events and conditions that led up to an event;

b. Fault tree analysis - to identify relationships among events and the probability of event occurrence;

c. Barrier analysis - to identify the barriers that if present or strengthened would have prevented the event fnmoccurring;

d. Change analysis - to identify changes in the work environment since the activity was last performed successfullythat may have caused or contributed to the event;

e. Management Oversight and Risk Tree (MORT) analysis - to systematically check that all possible causesofproblems have been considered;

f. Critical incident techniques - to identify critical actions that if performed correctly would have prevented the eventfrom occurring or woud have significantly reduced its consequences;

g. Why Staircase - to produce a linear set of causal relationships and use the experience of the problem owner to

determine the root cause and corresponding solutions; and

h. Pareto Analysis - a statistical approach to problem solving to determine where to start an analysis.

Method (e), Management Oversight and Risk Tree Analysis (MORT) shall be presented as the core methodoogy forroot cause analysis during the training course. The contractor shall review all the methods above in the training and asappropriate provide an opportunity to apply the methods. Other proven root cause methods (subject to the approval ofthe NRC project officer) rray be used to supplement the training.

As part of the root cause training, the contractor shall address human performance and Safety Culture issues The

NRC will furnish the contractor with a copy of NUREG/CR-5455 "NRC's Human Performance Investigation Piocess".

The contractor shall develop:

1. Student materials including learning objectives, textual materials and presentations. Any textual material(excluding PowerPoinl Presentations) shall be formatted as described in HRTD Operating Procedure 0403"Training Material Style Guide" (copy to be provided).

2. Instructor's guide incltding detailed lesson plans for presenting the course.

3. Three Case Studies (preferably based on actual events, a compilation of actual events or constructed fronplausible events) involving incidents or accidents that would result in the NRC initiating an AIT or SIT. Th3 CaseStudies shall include the following:

a. one reactor case studyb. one materials (non-reactor) case study (e.g., medical, industrial radiography, well logging, transportaton,

research and development, irradiator etc)

B-5


c. one security case study

Suggested topics for these Case Studies shall be provided and discussed during the post-award meeting.

4. As a minimum, each case study shall consist of the following (where applicable):

a. an incident/accident summaryb. background and narrativec. relevant events before, during and after the incident/accidentd. organization chartse. facility diagramsf. equipment diagramsg. role-playing scripts for all the characters likely to be involved in the incident (i.e., a general description of the

individual's duties, their actions before, during and after the event, their interactions with other characters in thescenario and a summary of the individual's knowledge of the incident and related activities). Additionalcharacters identified by the students during the exercise whom they believe may play important roles in theevent but were not previously identified will be "ad-libbed" during that training course but shall be scripted tothe minimum extent necessary prior to the next course presentation so that the character can be "played" infuture courses as needed. Since interviewing techniques are an essential part of root cause investigations, thestudents will be permitted to interview relevant individuals associated with the incident/accident as describedabove.

B.4.6 TASK 3 - Presentation of Root Cause Analysis Course (G-205)

Root Cause training shall be no more than five business days in duration presented in a combination of lectures andworkshops. After the introduction of the case studies, the students shall be expected to work in teams to investigatethe incident, applying the methods and techniques discussed during the lectures and produce a final report. Thecourse concludes with formal presentations by each team of their findings. Each student on each team is expected tocontribute to the final report and present a portion of the final briefing.

Although the NRC will attempt to provide panel members the ability to listen to, ask questions and critique the teambriefings at the conclusion of the Root Cause Analysis Course, this may not always be possible depending on locationand other factors. As a result, the contractor shall have the ability to act as the sole panel member in the event thatadditional panel members are not available.

The Root Cause Analysis Course shall be attended by students having responsibilities in reactor, materials or securityareas. The students should be divided as much as possible into teams reflecting their areas of responsibilities (i.e.,reactor students and materials students on separate teams). However, this may not always be possible depending onthe number of students representing each area. Since the root cause investigation methods are generic, it should bepossible to mix students on a team (if required) provided the case study is not so specific as to be incomprehensible tothose students without a background in the area covered by the case study.

Materials that shall be provided by the contractor to the students in support of the lectures:

1. Student Materials - including learning objectives, textual materials, PowerPoint Slides and copies of visual aidsused during the lecture presentations.

2. Case Studies - one per team - for example: if there are two reactor teams and one materials, the two reactorteams would be given the reactor Case Study while the materials team would be given the materials Case Study -similarly with the security Case Study

3. Recorded Interviews - since interviewing techniques are an integral part of the process of investigating rootcauses, as part of the case studies, the students shall be given the opportunity to meet with and conduct at leastone interview with contractor personnel who will be role playing the parts-of various licensee individuals relevant to

B-6

NRC-HO-12-C-38-0099 Section B

the scenario (e.g., management, operators, maintenance, health physics etc). Such interviews and meetngs shallsimulate as realisticaly as possible, what might take place during an actual investigation. To insure some degreeof credibility and consistency, the characters essential to the plot of the scenario should be broadly scripted. Thiswill aid the role players in conveying the appropriate information when questioned to permit the students operform a valid analysis of the root causes of the case study scenario. The interviews shall be video reccrded anda copy of each studert's interview shall be provided to them to permit students to review their own performance.

4. Report Feedback - at the completion of the exercise, each team shall develop a written report of its findirgs - oncethe reports are presented orally during the final briefings, the contractor shall provide verbal feedback to eachteam identifying strengths and weaknesses of their report and presentation.

Upon completion of the course, the contractor shall submit a report to the Project Officer as specified in sectionB.4.14.

B.4.7 TASK 4 - Travel Associated with Presentation of Root Cause Analysis Course (G-205)

The contractor shall trave to the training location specified by the PO. Training may be conducted anywhere in theUnited States or possibly in a foreign country. However, some common sites include the following NRC localions,Atlanta GA, Arlington TX, King of Prussia PA, Lisle IL, Chattanooga TN and Rockville MD.

B.4.8 TASK 5 - FINAL REPORT

The contractor shall furnish a final report by the end date of the contract or within thirty (30) days of the final coursepresentation whichever is later. The report (electronic preferred) shall be sent to the PO and to the CO. The reportshall include as a minimum:

a. A technical report of the work completed;

b. Any problems or delays encountered and their solutions; and

c. Recommendations for improvements.

The contractor shall also return to the Project Officer all government furnished materials and shall transfer to heProject Officer all materials developed by the contractor at the expense of the government. Training materials shall beprovided in both electronic (original format such as Word and PowerPoint not PDF) and paper copy.

B.4.9 SPECIFIC REQUIREMENTS

The contractor shall conduct all course activities in strict compliance with Title 10 of the Code of Federal Regdlations(10 CFR).

The contractor shall ensure that all of the training materials reflect current NRC policy, procedures, regulationm andguidance at the time training is conducted.

Training materials and presentations shall always reflect current, up-to-date technical information and root cause

methodologies.

B.4.10 COURSE SCHEDULING, CANCELLATON, AND LOCATION

One (1) G-205 Root Cause Analysis Course may be requested during the Base Year of the contract. Dependng onthe needs of the NRC, additional courses may be requested up to a maximum of 12 each contract year.

Exact course dates and locations shall be arranged between the PO and the contractor and confirmed by writen workorder from the PO to the contractor.

B-7


The NRC may reschedule or cancel any session without obligation to the government should the NRC determine nolater than fourteen (14) days prior to the time a course session is to begin that the need is insufficient to conduct thetraining or some other unanticipated event has occurred.

B.4.11 INSTRUCTOR QUALIFICATION REQUIREMENTS

The proposed contractor personnel must have experience in the development and presentation of training materialsas appropriate. Experience dealing with root cause issues related to the nuclear industry shall be highly desirable.For the proposed instructors, specific experience as a classroom instructor for root cause and incident/accidentinvestigation techniques is essential. Experience teaching root cause related techniques to nuclear industryaudiences shall be highly desirable. Key personnel who will prepare the course materials and perform the on-siteinstruction as described above must be identified and resumes of education, training and experience provided.

Training development specialists and instructors should be familiar with the following documents:

IMC 0309, Reactive Inspection Decision Basis for ReactorsIP 93800, Augmented Inspection TeamIP 93812, Special InspectionIP 95001, Inspection for One or Two White Inputs In a Strategic Performance AreaIP 95002, Inspection for One Degraded Cornerstone or Any Three White Inputs in a Strategic Performance AreaMD8.3, NRC Incident Investigation ProgramNUREG/CR-5455 "NRC's Human Performance Investigation Process"

Access to IMC, IP and MD documents is available at http://www.nrc.qov/readinq-rm/doc-collections/#insm. Copies ofNUREG documents will be provided as appropriate.

The proposed course instructors shall have experience in role playing. Students shall be expected to interview theinstructors who will be acting the part of various licensee personnel or other individuals during the case studies.

The qualification of proposed development and instructor personnel shall be based on the resumes provided.

The instructors shall be expected to:

a. Maintain control of the learning time so that the presentation of information and the case studies remain organizedand timely, key points and course objectives are met, and reasonable breaks are provided within the overallcourse schedule.

b. Control distractions, such as questions that are of minimal interest to the class as a whole and that can beanswered later and/or individually.

c. Observe the effect of the instruction on the class and reasonably attempt to clarify, provide examples, or in someway, direct the course to help correct problems and improve the participant's opportunity to learn.

d. Improve materials and correct errors or other problems that may occur during a course.

Key Personnel

Instructors* At least four years experience conducting Root Cause Evaluations and training others to conduct such

evaluations with emphasis on application to the nuclear industry.

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NRC-HO-12-C-38-0099 Section B

" At least four years experience teaching adults in an organizational setting in the public, private or acalemicsector.

" Expertise in the methods and techniques as a classroom instructor and facilitation in the public, privata, oracademic sector.

Course Designers" A bachelor's degree in instructional design, education, or other comparable field, and at least four years

experience developing training in root cause methods with emphasis on the application to the nuclearindustry.Four additional years of experience may be substituted for the required degree.

" Experience in applying best practices in the field of instructional systems design.

Additional Personnel (if applicable). The contractor shall provide additional specialized staff as needed. The NRC PO will approve the

qualifications of all contractor personnel serving under this contract.

B.4.12 GENERAL INFORMATION

The students who participate in this training will be employees of the US Nuclear Regulatory Commission (NF.C), theAgreement States or other Federal agencies; on occasion, as authorized by the NRC PO, representatives ofinternational regulatory agencies or others may be permitted to attend.

The maximum class size for the Root Cause Analysis Course (G-205) shall be 18 students. The PO or his/herdesignee may also attend to monitor the course. The course shall be held in a location selected by the PO.

Additional course informaton for G-205

(1) students shall be split into teams (most likely 3 teams of 6 depending on the number of actual studentf, 18being the maximum) for work on the case studies. Since the students will register for the course independently, thecomposition of each team will be determined by the contractor. Some of the teams may represent reactor expertisewhile others may represent materials expertise and still others security or a combination of the three depenJing onthe backgrounds of the students attending any given course.

(2) Classes shall typically start no earlier than 8:00 AM and end no later than 5:00 PM with reasonable breaksabout every one to two hours and one hour for lunch. The course shall run from Monday through Friday erding nolater than 3 PM on Friday.

(3) The NRC shall provide facilities for conducting the course and basic support such as computers andprojectors, flip charts, paper, pens and other miscellaneous supplies. Any unique requirements may have t) beprovided by the contraclor if they are not available from the NRC.

(4) The contractor shall provide all training materials including applicable copies of NRC documents available for

download from the NRC's public website or provided by the PO.

(5) The NRC shall be responsible for preparing course announcements and registering students.

(6) The contractor shal arrive in sufficient time prior to the start of each class to check/setup the training rcom, layout course materials, prepare equipment, etc. as necessary.

(7) On the first day of each class, the contractor shall ensure required student information forms and otheradministrative actions are completed.

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(8) At the conclusion of each course, the contractor shall collect the course evaluations from the students and workwith the NRC course coordinator to restore the classroom to its previous condition for use by subsequentinstructors. The contractor shall be responsible for transporting or shipping their own support materials after thecourse. The NRC shall be responsible for shipping student materials to the students after the course.

(9) The NRC reserves the right to supplement course presentations with NRC experts if deemed necessary. Theseexperts would be used to further amplify certain topics, and/or answer questions that may arise regarding NRCpolicy or procedures. Specific times for participation of these guest speakers shall be coordinated between thecontractor and the P. If any portion of the course is taught by NRC or invited guest speakers, the NRC shall furnishthe training materials (texts, presentations etc) for those guest lectures.

(10) The contractor shall not accept any direction or tasking from anyone other than the PO or Contracting Officer(CO). If the contractor is contacted by anyone else regarding performance of work under this contract, thecontractor shall refer the individual to the PO and notify the PO of the contact via e-mail.

(11) The PO may authorize the contractor to discuss issues relating to the performance of work under this contractwith other individuals. However, the PO shall not authorize any discussions concerning activities which are outsideof the scope of this contract. No discussions between the contractor and any other individual permitted by the POshall involve the commitment of funds. The contractor shall only initiate work upon the written authorization of thePO or CO, no one else. If anyone else attempts to authorize such activity, the contractor shall ignore the requestand notify the PO immediately. The contractor is not authorized to engage in any discussions with anyoneconcerning activities which are outside of the scope of this contract.

B.4.13 CONTRACT MONITORING

The NRC PO or an individual designated by the PO may monitor courses to ensure that the quality of instruction andthe materials provided are adequate, up-to-date, and meet the Agency's requirements. The NRC PO will also reviewthe results of the evaluation forms submitted by the students at the conclusion of the course and determine if there areany areas that need improvement. The NRC PO will document any deficiencies identified during the coursemonitoring and any deficiencies noted on student evaluations and provide written feedback to the contractor. Failureto correct deficiencies prior to the presentation of the next course may result in a finding of unsatisfactoryperformance.

B.4.14 DELIVERABLES/MILESTONES/REPORTS

Within thirty (30) days of contract award - a one day meeting at the NRC Technical Training Center in Chattanooga,Tennessee.

Within fifteen (15) days of the meeting specified above - one paper copy and one electronic copy of draft Student andInstructor Manual outlines, outlines for all case studies and draft courses shall be submitted to the NRC Project Officerfor review.

Within forty five (45) days of receipt of written comments (e-mail acceptable) from the Project Officer - one paper copyand one electronic copy of draft schedule, learning objectives, Student and Instructor Manuals, handouts, case studiesand visual aids shall be submitted to the NRC Project Officer for final review.

Within thirty (30) days of receipt of written comments (e-mail acceptable) from the Project Officer - one paper copyand one electronic copy of final schedule, learning objectives, course materials including case studies shall besubmitted to the NRC Project Officer. The contractor shall be ready to present the first course on a mutually agreedupon date specified in a delivery order or in a modification to the contract.

The contractor shall provide all course materials in both paper format (hard copy) and electronic format (CD or DVD)using MS Office software compatible with that used by the Project Officer. A copy of any video to be used will also beprovided on DVD. The contractor may propose alternate formats but the decision of the Project Officer conveyed to

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the contractor via e-mail is final.

REPORTS

Within thirty (30) days of zompletion of each course, the contractor shall submit a Course Presentation Report to theNRC Project Officer. The report, preferably in electronic format, must contain:

a. A cover letter report ciscussing course accomplishments, problems and recommendations for improvement. Therecommendations shall consider any verbal student feedback provided and any written evaluations subrnitted bynon-NRC students.

b. A summary of the strengths and weaknesses of each student's contribution to the exercise report andpresentation. The contractor shall review the written reports submitted by the students to determine the lvel ofunderstanding of the concepts taught and how they are applied.

c. Scanned copies of Student Information Sheets in an Adobe PDF format.

d. Scanned copies of course evaluation forms in an ADOBE PDF format and a summary of the most relevant studentcomments.

e. One copy, electronic preferred (paper copy acceptable) of the materials provided to the students or used tosupport the course (e.g., student manual, instructors manual, handouts and visuals) if different from thoseprovided previously tc the Project Officer.

By the termination date of the contract or within 30 days following the last course presentation report, a final contractreport shall be prepared and submitted to the NRC Project Officer (see Section B.4.9, TASK 5 - FINAL REPORT).

B.4.15 GOVERNMENT FURNISHED EQUIPMENTIPROPERTY

a. The NRC shall fulisl the contractor with the following:

(1) an electronic copy of a Student Information Sheet, which the contractor shall issue to each student at thebeginning of each course and collect at the conclusion of the first day.

(2) A course evaluation form which the contractor shall issue to each student on the first day of the course andcollect at the conclusion of the course.

(3) the NRC website location where relevant documents (e.g., NRC regulations, Regulatory Guides, infornationnotices, bulletins, etc.) may be downloaded for use in development of the training materials or for distribution tostudents during the training (see http://www.nrc.aov/reading-rm/doc-collections/). In those instances where thecontractor requires an NRC document which is not available for download, the NRC Project Officer sl'allprovide one hard copy to the contractor, assuming it is available.

(4) basic equipment required by the contractor to make the presentations (e.g., flipcharts, projectors, corrputers,etc). The NRC Project Officer shall ensure that the equipment is available at each designated traininl locationfor use by the conlractor along with disposable items such as paper, pens, pencils, highlighters etc.

(5) a copy of NUREG/CR-5455 "NRC's Human Performance Investigation Process"

(6) a copy of HRTD Ooerating Procedure 0408 "Training Material Style Guide" for development of any teAs(excluding PowerPoint Presentations).

(7) facilities for conducting the course and basic support such as computers and projectors, flip charts, paper,

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pens and other miscellaneous supplies. Any unique requirements may have to be provided by the contractor ifthey are not available from the NRC.

b. Only the equipment/property listed above in the quantities shown shall be provided by the Government. Thisproperty is subject to the provisions of the Government Property clause under this contract. All otherequipment/property required in performance of the contract shall be furnished by the contractor.

8.4.16 CONTRACTOR FURNISHED ITEMS

The contractor shall provide all necessary instructional materials including student texts, instructor manuals, casestudies, handouts and audio-visual media for the conduct of the class. Copies of all these materials shall be providedto the NRC Project Officer in both electronic format and hard copy. The software used by the contractor shall becompatible with the software used by the Project Officer (e.g., MS Word, Microsoft PowerPoint, Microsoft Excel, etc.)at the time the materials are provided. All of the materials used during the training (e.g., manuals, case studies, visualaids etc) shall be non-proprietary and shall become the property of the NRC. The NRC retains rights to thesematerials and may distribute them to anyone without restriction.

For any activities which are recorded (e.g., student interviews of "licensee personnel" during the case studyexercises), the contractor shall provide the recording equipment and the recording media. At the conclusion of thecourse, the student shall be given the media containing their participation in the course (e.g., a-DVD).

The contractor shall provide qualified instructors who are well versed in all topics to be covered, who are capable ofanswering in-depth questions on each topic and who shall provide the required training in accordance with thecontract.

The contractor shall designate an individual who shall be responsible for supervising the performance of work underthe contract and who shall perform quality assurance in meeting the objectives and goals of the training. Thisdesignated individual is not required to be present during all training but shall be the focal point for any problemswhich may arise.

B.4.17 Quality Assurance Plan

The NRC Project Officer shall review the contractor's Course and Case Study development submissions to ensurethat all materials meet contract requirements. The NRC Project Officer will also review the Course PresentationReports, student evaluations and the Final Contract Report.

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ATTACHMENT I - DEFINITIONS

Agency - another name for the US Nuclear Regulatory Commission

Agreement State (AS) - a State which has entered into an agreement with the NRC to perform regulatory activitiesnormally performed by the NRC (sometimes called simply "State").

Code of Federal Regulations (CFR) - The Code of Federal Regulations is a codification of the general andpermanent rules published in the Federal Register by the Executive departments and agencies of the FederaGovernment. The CFR is divided into 50 titles which represent broad areas subject to Federal regulation. Each title isdivided into chapters which usually bear the name of the issuing agency. Each chapter is further subdivided ito partscovering specific regulatoy areas.

Common Cause - multiple failures (i.e., two or more) of plant equipment or processes attributable to a sharel cause.

Consequences - the actLal or potential outcome of an identified problem or condition.

Contributing Cause(s) - causes that by themselves would not create the problem, but are important enoughto berecognized as needing corrective action. Contributing causes are sometimes referred to as causal factors. Causalfactors are those actions, conditions, or events which directly or indirectly influence the outcome of a situatior orproblem.

Direct Instruction - classroom teaching where an instructor conveys information to the students verbally with theassistance of audio-visual aids (e.g., marker board, flip charts, view graphs, 35 mm slides, videos, computerizedpresentations, etc.).

Exercise (see also Hands-On Activities and Problem Solving) - a process whereby students review a scelario of areal or hypothetical event to draw relevant conclusions concerning the root cause(s).

Extent of Cause - the extent to which the root causes of an identified problem have impacted other plant proesses,equipment, or human performance.

Extent of Condition - the extent to which the actual condition exists with other plant processes, equipment, cr humanperformance.

Federal Lodging Rate - the current amount allotted by the federal government for hotel reimbursement for federalemployees. The amount for each geographic locality is available on-line at http://www..sa.-qov/portal/cate-qort/21287.The amount covers the basic hotel room charge excluding any taxes or surcharges.

Fiscal Year (FY) - the government financial year beginning October 1 and ending September 30.

Guest Speaker - A speaker invited by the NRC Project Officer to participate in the training. Guest Speakers nay beNRC employees, employees of other federal or state government agencies or any other individual whom the ProjectOfficer considers to have expertise in the relevant material.

Hands-On Activities (see also Problem Solving and Exercise) - students are given the opportunity to review ascenario of an actual or created event and then attempt to evaluate the root cause(s) of the event.

Instructor's Manual - the text used by the instructor during the course. The instructor's manual shall be of stfficientdetail such that a qualified individual who has not previously conducted the course could be expected to present thestudent material in an organized and effective manner.

Materials Case Study - a scenario involving a radioactive material incident at a non-reactor NRC or Agreement State

licensed facility or at a remote location where licensed activities are conducted. Examples might include but Ere not

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limited to a medical facility, a field location where industrial radiography operations are conducted, an irradiator facility,a fuel cycle facility, a radioactive material or radioactive waste storage facility, a university or commercial researchfacility or a manufacturing facility.

Problem Solving (see also Hands-On Activities and Exercise) - students are provided with the opportunity toreview, either individually or in teams, a scenario of an actual or hypothetical event for the purpose of determining theroot cause(s).

Project Officer (PO) - is designated by the Contracting Officer as the Contracting Officers Technical Representative(COTR).

Proven Root Cause Methods - Root Cause methods which have been successfully used to evaluate actual incidentsor accidents. The verification that the Root Cause methods proposed by the contractor are "proven" shall be partiallybased on the list of "satisfied customers" provided with the proposal.

Reactor Case Study - a scenario involving an incident at a US Nuclear Power Plant.

Repeat Occurrences - two or more independent conditions which are the result of the same basic causes.

Role Playing - the act of assuming the part of a hypothetical individual involved in a hypothetical incident/accidentscenario. This provides the students with the opportunity to practice their interviewing skills through which they willattempt to elicit relevant information for the purpose of drawing conclusions concerning the root cause(s) of the actualor hypothetical incident/accident.

Root Cause(s) - the basic reason(s) (i.e., hardware, process, human performance), for a problem, which if corrected,will prevent recurrence of that problem.

Scenario - a collection of documented information relating to a hypothetical incident/accident. By analysis of theinformation provided and, in some cases, additional information obtained from interviews of "characters" included inthe scenario, the students are able to draw conclusions concerning the root cause(s) of the incident/accident.

Security Case Study - a scenario involving an incident related to security at a US Nuclear Power Plant.

Student Manual - the volume used by the students during the course which may consist of formal text or PowerPointslides.

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NRC-HQ-1 2-C-38-0099 Section C

SECTION C - CONTRACT CLAUSES

ADDENDUM TO FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS

Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force andeffect asif they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.1 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITYMATTERS (JAN 2011)

(a) The Contractor shall update the information in the Federal Awardee Performance and Integrity InformatbnSystem (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required informatin in theCentral Contractor Registration database at http://www.ccr.gov.

(b)(1) The Contractor will receive notification when the Government posts new information to the Contractoesrecord.

(2) The Contractor will have an opportunity to post comments regarding information that has been posted )y theGovernment. The comments* will be retained as long as the associated information is retained, i.e., for a total •eriod of6 years. Contractor comments will remain a part of the record unless the Contractor revises them.

(3)(i) Public requests for system information posted prior to April 15, 2011, will be handled under FreedomofInformation Act procedures, including, where appropriate, procedures promulgated under E.O. 12600.

(ii) As required by section 3010 of Public Law 111-212, all information posted in FAPIIS on or after April 15, 2011,except past performance reviews, will be publicly available.

C.2 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery oriers ortask orders by the individuals or activities designated in the Schedule. Such orders may be issued from the efectivedate of the contract through the end of the effective period.

(b) All delivery orders ortask orders are subject to the terms and conditions of this contract. In the event of conflictbetween a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order h themail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Echedule.

C.3 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount ofless than $9,200.00, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, thosesupplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor-

(1) Any order for a single item in excess of $950.536.72;

(2) Any order for a combination of items in excess of $950,536.72; or

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NRC-H1Q-1 2-C-38-0099 Section C

(3) A series of orders from the same ordering office within 90 days that together call for quantities exceeding thelimitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the FederalAcquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from theContractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding themaximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 5days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and thereasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

C.4 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, inthe Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are notpurchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Orderingclause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in theSchedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall orderat least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on thenumber of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations orperformance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall becompleted by the Contractor within the time specified in the order. The contract shall govern the Contractor's andGovernment's rights and obligations with respect to that order to the same extent as if the order were completedduring the contract's effective period; provided, that the Contractor shall not be required to make any deliveries underthis contract after the expiration date of this contract.

C.5 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified inthe contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by theSecretary of Labor. The option provision may be exercised more than once, but the total extension of performancehereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to theContractor within 60 days.

C.6 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 60 days; providedthat the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before thecontract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five(5) years.

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NRC-HQ-12-C-38-0099 Section C

C.7 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (NOV 2011)

(a) Definition. "Small business concern," as used in this clause, means a concern, including its affiliates, that isindependently owned and operated, not dominant in the field of operation in which it is bidding on Governmentcontracts, and qualified as a small business under the size standards in this solicitation.

(b) Applicability. This clause applies only to-

(1) Contracts that have been totally set aside or reserved for small business concerns; and

(2) Orders set aside for small business concerns under multiple-award contracts as described in 8.405-5 and16.505(b)(2)(i)(F).

(c) General.

(1) Offers are solicited only from small business concerns. Offers received from concerns that are not smallbusiness concerns shall be considered nonresponsive and will be rejected.

(2) Any award resulting from this solicitation will be made to a small business concern.

(d) Agreement. A small business concern submitting an offer in its own name shall furnish, in performing th=,contract, only end items manufactured or produced by small business concerns in the United States or its oulyingareas. If this procurement is processed under simplified acquisition procedures and the total amount of this contractdoes not exceed $25,000, a small business concern may furnish the product of any domestic firm. This paragraphdoes not apply to construction or service contracts.

C.8 52.2`19-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (APR 2009)

(a) Definitions. As used n this clause-

Long-term contract means a contract of more than five years in duration, including options. However, the term doesnot include contracts that exceed five years in duration because the period of performance has been extended for acumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or otherappropriate authority.

Small business concern means a concern, including its affiliates, that is independently owned and operated: notdominant in the field of operation in which it is bidding on Government contracts, and qualified as a small busihessunder the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause. Such a concern is 'notdominant in its field of operation" when it does not exercise a controlling or major influence on a national basis in akind of business activity in which a number of business concerns are primarily engaged. In determining wheth.rdominance exists, consideration shall be given to all appropriate factors, including volume of business, number ofemployees, financial resources, competitive status or position, ownership or control of materials, processes, patents,license agreements, facilities, sales territory, and nature of business activity.

(b) If the Contractor represented that it was a small business concern prior to award of this contract, the Cortractorshall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of thisclause,upon the occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract toinclude this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

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(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modificationof the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in thecontract.

(3) For long-term contracts-

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter.

(c) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of thisrerepresentation that corresponds to the North American Industry Classification System (NAICS) code assigned to thiscontract. The small business size standard corresponding to this NAICS code can be found athttp://www.sba.-gov/services/contractin-qopportunities/sizestandardstopics/,

(d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for acontract other than a construction or service contract, is 500 employees.

(e) Except as provided in paragraph (g) of this clause, the Contractor shall make the rerepresentation required byparagraph (b) of this clause by validating or updating all its representations in the Online Representations andCertifications Application and its data in the Central Contractor Registration, as necessary, to ensure that they reflectthe Contractor's current status. The Contractor shall notify the contracting office in writing within the timeframesspecified in paragraph (b) of this clause that the data have been validated or updated, and provide the date of thevalidation or update.

(f) If the Contractor represented that it was other than a small business concern prior to award of this contract, theContractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause.

(g) If the Contractor does not have representations and certifications in ORCA, or does not have a representation inORCA for the NAICS code applicable to this contract, the Contractor is required to complete the followingrerepresentation and submit it to the contracting office, along with the contract number and the date on which thererepresentation was completed:

The Contractor represents that it [?] is, I ] is not a small business concern under NAICS Code 611430 assigned to

contract number NRC-HQ-12-C-38-0099.

C.9 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (JAN 2009)

(a) Definitions. As used in this clause--

"Commercially available off-the-shelf (COTS) item"--

(1) Means any item of supply that is--

(i) A commercial item (as defined in paragraph (1) of the definition at 2.101);

(ii) Sold in substantial quantities in the commercial marketplace; and

(iii) Offered to the Government, without modification, in the same form in which it is sold in the commercialmarketplace; and

(2) Does not include bulk cargo, as defined in section 3 of the Shipping Act of 1984 (46U.S.C. App. 1702), such asagricultural products and petroleum products. Per 46 CFR 525.1(c)(2), "bulk cargo" means cargo that is loaded and

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NRC-HQ-1 2-C-38-0099 Section Ccarried in bulk onboard ship without mark or count, in a loose unpackaged form, having homogenous characLeristics.Bulk cargo loaded into intermodal equipment, except LASH or Seabee barges, is subject to mark and count znd,therefore, ceases to be bulk cargo.

"Employee assigned to the contract" means an employee who was hired after November 6, 1986, who is drectlyperforming work, in the United States, under a contract that is required to include the clause prescribed at 221803. Anemployee is not considered to be directly performing work under a contract if the employee--

(1) Normally performs support work, such as indirect or overhead functions; and

(2) Does not perform any substantial duties applicable to the contract.

"Subcontract" means ary contract, as defined in 2.101, entered into by a subcontractor to furnish supplies orservices for performance of a prime contract or a subcontract. It includes but is not limited to purchase orders, andchanges and modifications to purchase orders.

"Subcontractor" means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for a primeContractor or another subcontractor.

"United States", as defired in 8 U.S.C. 1101 (a)(38), means the 50 States, the District of Columbia, Puerto Fico,Guam, and the U.S. Virgin Islands.

(b) Enrollment and verification requirements.

(1) If the Contractor is not enrolled as a Federal Contractor in E-Verify at time of contract award, the Contractorshall--

(i) Enroll. Enroll as a Federal Contractor in the E-Verify program within 30 calendar days of contract awad;

(ii) Verify all new employees. Within 90 calendar days of enrollment in the E-Verify program, begin to use E-Verifyto initiate verification of employment eligibility of all new hires of the Contractor, who are working in the United States,whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3 of thissection); and

(iii) Verify employees assigned to the contract. For each employee assigned to the contract, initiate verifcationwithin 90 calendar days after date of enrollment or within 30 calendar days of the employee's assignment to thecontract, whichever date is later (but see paragraph (b)(4) of this section).

(2) If the Contractor is enrolled as a Federal Contractor in E-Verify at time of contract award, the Contractcr shalluse E-Verify to initiate verification of employment eligibility of--

(i) All new employees

(A) Enrolled 90 calendar days or more. The Contractor shall initiate verification of all new hires of the Ccntractor,who are working in the United States, whether or not assigned to the contract, within 3 business days after the date ofhire (but see paragraph (b)(3) of this section); or

(B) Enrolled less tha, 90 calendar days. Within 90 calendar days after enrollment as a Federal Contracbr in E-Verify, the Contractor shal initiate verification of all new hires of the Contractor, who are working in the United States,whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3 of thissection); or

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(ii) Employees assigned to the contract. For each employee assigned to the contract, the Contractor shall initiateverification within 90 calendar days after date of contract award or within 30 days after assignment to the contract,whichever date is later (but see paragraph (b)(4) of this section).

(3) If the Contractor is an institution of higher education (as defined at 20 U.S.C. 1001 (a)); a State or localgovernment or the government of a Federally recognized Indian tribe; or a surety performing under a takeoveragreement entered into with a Federal agency pursuant to a performance bond, the Contractor may choose to verifyonly employees assigned to the contract, whether existing employees or new hires. The Contractor shall follow theapplicable verification requirements at (b)(1) or (b)(2), respectively, except that any requirement for verification of newemployees applies only to new employees assigned to the contract.

(4) Option to verify employment eligibility of all employees. The Contractor may elect to verify all existingemployees hired after November 6, 1986, rather than just those employees assigned to the contract. The Contractorshall initiate verification for each existing employee working in the United States who was hired after November 6,1986, within 180 calendar days of--

(i) Enrollment in the E-Verify program; or

(ii) Notification to E-Verify Operations of the Contractor's decision to exercise this option, using the contactinformation provided in the E-Verify program Memorandum of Understanding (MOU).

(5) The Contractor shall comply, for the period of performance of this contract, with the requirements of the E-Verifyprogram MOU.

(i) The Department of Homeland Security (DHS) or the Social Security Administration (SSA) may terminate theContractor's MOU and deny access to the E-Verify system in accordance with the terms of the MOU. In such case, theContractor will be referred to a suspension or debarment official.

(ii) During the period between termination of the MOU and a decision by the suspension or debarment officialwhether to suspend or debar, the Contractor is excused from its obligations under paragraph (b) of this clause. If thesuspension or debarment official determines not to suspend or debar the Contractor, then the Contractor must reenrollin E-Verify.

(c) Web site. Information on registration for and use of the E-Verify program can be obtained via the Internet at theDepartment of Homeland Security Web site: http://www.dhs.,qov/E-Verify.

(d) Individuals previously verified. The Contractor is not required by this clause to perform additional employmentverification using E-Verify for any employee--

(1) Whose employment eligibility was previously verified by the Contractor through the E-Verify program;

(2) Who has been granted and holds an active U.S. Government security clearance for access to confidential,secret, or top secret information in accordance with the National Industrial Security Program Operating Manual; or

(3) Who has undergone a completed background investigation and been issued credentials pursuant to HomelandSecurity Presidential Directive (HSPD)-12, Policy for a Common Identification Standard for Federal Employees andContractors.

(e) Subcontracts. The Contractor shall include the requirements of this clause, including this paragraph (e)(appropriately modified for identification of the parties), in each subcontract that--

(1) Is for--

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(i) Commercial or noncommercial services (except for commercial services that are part of the purchase of aCOTS item (or an item that would be a COTS item, but for minor modifications), performed by the COTS provider, andare normally provided for that COTS item); or

(ii) Construction;

(2) Has a value of more than $3,000; and

(3) Includes work performed in the United States.

C.10 52.228-5 INSURANCE - WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this cortract, atleast the kinds and minimjm amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that therequired insurance has been obtained. The policies evidencing required insurance shall contain an endorserrent tothe effect that any cancellation or any material change adversely affecting the Government's interest shall nol beeffective--

(1) For such period as the laws of the State in which this contract is to be performed prescribe; or

(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever periodis longer.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts uncer thiscontract that require work on a Government installation and shall require subcontractors to provide and maintain theinsurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of allsubcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

C.11 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they weregiven infull text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause nay beaccessed electronically at this/these address(es): http://www.arnet.,gov/far

52.204-9 PERSONAL IDENTITY VERIFICATION OF JAN 2011CONTRACTOR PERSONNEL

52.227-14 RIGHTS IN DATA - GENERAL DEC 200752.227-16 ADDITIONAL DATA REQUIREMENTS JUN 198752.227-18 RIGHTS IN DATA-EXISTING WORKS DEC 2007

(End of Addendum to 52.212-4)

C.12 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTE$ OREXECUTIVE ORDERS--COMMERCIAL ITEMS (NOV 2011)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which areincorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitionsof commercial items:

(1) 52.222-50, Combating Trafficking In Persons (FEB 2009) (22 U.S.C. 7104(g)).

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Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104 (g)).

(2) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim.(Oct 2004) (Pub. L. 108-77, 108-78)

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicatedas being incorporated in this contract by reference to implement provisions of law or Executive orders applicable toacquisitions of commercial items:

[X] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995)(41 U.S.C. 253g and 10 U.S.C. 2402).

[X] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010)(Pub. L. 110-252, Title VI,Chapter 1 (41 U.S.C. 251 note)).

[] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Actof 2009.)

[X] (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUL 2010) (Pub. L.

109-282) (31 U.S.C. 6101 note).

[] (5) 52.204-11, American Recovery and Reinvestment Act-Reporting Requirements (JUL 2010) (Pub. L. 111-5).

[X] (6) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred,Suspended, or Proposed for Debarment. (Dec 2010) (31 U.S.C. 6101 note).

[] (7) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (section 740 of Division C ofPublic Law 111-117, section 743 of Division D of Public Law 111-8, and section 745 of Division D of Public Law 110-161)

[] (8) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C. 657a).

[] (9) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JAN 2011) (if theofferor elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

0 (10) [Reserved]

[X] (11)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

[] (ii) Alternate I (NOV 2011).

[ (iii) Alternate II (NOV 2011).

[] (12)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

[] (ii) Alternate I (Oct 1995) of 52.219-7.

[ (iii) Alternate II (Mar 2004) of 52.219-7.

(XI (13) 52.219-8, Utilization of Small Business Concerns (JAN 2011) (15 U.S.C. 637(d)(2) and (3)).

[ (14)(i) 52.219-9, Small Business Subcontracting Plan (JAN 2011) (15 U.S.C. 637(d)(4)).

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[] (ii) Alternate I (Oct 2001) of 52.219-9.

[] (iii) Alternate II (Oct 2001) of 52.219-9.

[] (iv) Alternate III (JUL 2010) of 52.219-9.

[] (15) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C. 644(r)).

[X] (16) 52.219-14, Limitations on Subcontracting (NOV 2011) (15 U.S.C. 637(a)(14)).

[] (17) 52.219-16, Liquidated Damages--Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

[] (18)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (OCT2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer.)

[] (ii) Alternate I (June 2003) of 52.219-23.

[] (19) 52.219-25, Small Disadvantaged Business Participation Program--Disadvantaged Status and Repcrting(DEC 2010) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

[] (20) 52.219-26, Small Disadvantaged Business Participation Program--Incentive Subcontracting (Oct 2000)(Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

[] (21) 52.219-27, Notce of Service-Disabled Veteran-Owned Small Business Set-Aside (NOV 2011) (15U.S.C.

657f).

[X] (22) 52.219-28, Post Award Small Business Program Rerepresentation (APR 2009) (15 U.S.C 632(a)2)).

[1 (23) 52.219-29, Notce of Set-Aside for Economically Disadvantaged Women-Owned Small Business Concerns(NOV 2011).

[1 (24) 52.219-30, Notce of Set-Aside for Women-Owned Small Business Concerns Eligible Under the W)men-Owned Small Business Program (NOV 2011).

[X] (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

[] (26) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (JUL 2010) (E.O. 13126).

[X] (27) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

[X] (28) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

[X] (29) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 4212).

[X] (30) 52.222-36, Afirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

[X] (31) 52.222-37, Enployment Reports on Veterans (SEP 2010) (38 U.S.C. 4212).

[X] (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O.13496).

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[X] (33) 52.222-54, Employment Eligibility Verification (Jan 2009). (Executive Order 12989). (Not applicable to theacquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in22.1803.)

[] (34)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008)(42 U.S.C.6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[] (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition ofcommercially available off-the-shelf items.)

[] (35) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007)(42 U.S.C. 8259b).

(1 (36)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (DEC2007) (E.O. 13423).

[] (ii) Alternate I (DEC 2007) of 52.223-16.

[X] (37) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011)

0 (38) 52.225-1, Buy American Act--Supplies (FEB 2009) (41 U.S.C. 10a-10d).

O (39)(i) 52.225-3, Buy American Act--Free Trade Agreements- Israeli Trade Act (JUN 2009) (41 U.S.C. 10a-1Od,19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C 3805 note, Pub. L. 108-77, 108-78, 108-286, 108-302, 109-53and 109-169, 109-283, and 110-138).

[ (ii) Alternate I (Jan 2004) of 52.225-3.

[] (iii) Alternate II (Jan 2004) of 52.225-3.

[] (40) 52.225-5, Trade Agreements (NOV 2011) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

[X] (41) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s, proclamations, and statutesadministered by the Office of Foreign Assets Control of the Department of the Treasury).

[] (42) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

[] (43) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C.5150).

[] (44) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f), 10 U.S.C.

2307(f)).

[] (45) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

[X] (46) 52.232-33, Payment by Electronic Funds Transfer--Central Contractor Registration (Oct 2003) (31 U.S.C.3332).

[] (47) 52.232-34, Payment by Electronic Funds Transfer--Other than Central Contractor Registration (May 1999)(31 U.S.C. 3332).

[] (48) 52.232-36, Payment by Third Party (FEB 2010) (31 U.S.C. 3332).

. (49) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

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[] (50)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.- Appx.1241(b) and 10 U.S.C. 2631).

[] (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shal comply with the FAR clauses in this paragraph (c), applicable to commercial services, thatthe Contracting Officer has indicated as being incorporated in this contract by reference to implement provisins of lawor Executive orders applicable to acquisitions of commercial items:

[] (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

[] (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206 and 41 U.SC. 351,et seq.).

Employee Class Monetary Wage-Fringe Benefits

[] (3) 52.222-43, Fair Labor Standards Act and Service Contract Act--Price Adjustment (Multiple Year and OptionContracts) (Sep 2009) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

U (4) 52.222-44, Fair Labor Standards Act and Service Contract Act--Price Adjustment (Sep 2009) (29 U S.C. 206and 41 U.S.C. 351, et sec.).

a) (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance,Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

[] (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Service,,--

Requirements (FEB 2009,' (41 U.S.C. 351, et seq.).

[] (7) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (MAR 2009)(Pub. L. 110-2/7)

U (8) 52.237-11, Accepting and Dispensing of $1 Coin (SEP 2008) (31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph(d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition thresholc, anddoes not contain the clause at 52.215-2, Audit and Records--Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller Gene'al, shallhave access to and right to examine any of the Contractor's directly pertinent records involving transactions related tothis contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and otherevidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for aný shorterperiod specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If thi,contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3years after any resulting final termination settlement. Records relating to appeals under the disputes clause ortolitigation or the settlement :f claims arising under or relating to this contract shall be made available until suchappeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and oherdata, regardless of type and regardless of form. This does not require the Contractor to create or maintain any recordthat the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

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NRC-HO-12-C-38-0099 Section C

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, theContractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract forcommercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause--

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010) (Pub. L. 110-252, Title VI, Chapter 1(41 U.S.C. 251 note)).

(ii) 52.219-8, Utilization of Small Business Concerns (DEC 2010) (15 U.S.C. 637(d)(2) and (3)), in.all subcontractsthat offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns)exceeds $650,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lowertier subcontracts that offer subcontracting opportunities.

(iii) [Reserved]

(iv) 52.222-26, Equal Opportunity (Mar 2007) (EQO. 11246).

(v) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 4212).

(vi) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

(vii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(viii) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

(ix) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(x) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration,or Repair of Certain Equipment--Requirements "(Nov 2007)" (41 U.S.C. 351, et seq.).

(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements (FEB 2009)(41 U.S.C. 351, et seq.).

(xii) 52.222-54, Employee Eligibility Verification (JAN 2009)

(xiii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (MAR 2009)(Pub. L. 110-247). Flowdown required in accordance with paragraph (e) of FAR clause 52.226-6.

(xiv) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx.1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of

additional clauses necessary to satisfy its contractual obligations.

C.13 52.245-1 GOVERNMENT PROPERTY (AUG 2010)

(a) Definitions. As used in this clause--

"Acquisition cost" means the cost to acquire a tangible capital asset including the purchase price of the asset andcosts necessary to prepare the asset for use. Costs necessary to prepare the asset for use include the cost of placingthe asset in location and bringing the asset to a condition necessary for normal or expected use.

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"Cannibalize" means to remove parts from Government property for use or for installation on other Governnentproperty.

"Contractor-acquired property" means property acquired, fabricated, or otherwise provided by the Contractcr forperforming a contract, and to which the Government has title.

"Contractor inventory" means--

(1) Any property acquired by and in the possession of a Contractor or subcontractor under a contract for vwhich titleis vested in the Government and which exceeds the amounts needed to complete full performance under theentirecontract;

(2) Any property that tl'e Government is obligated or has the option to take over under any type of contrac, e.g., asa result either of any changes in the specifications or plans thereunder or of the termination of the contract (oisubcontract thereunder), before completion of the work, for the convenience or at the option of the Govemment; and

(3) Government-furnished property that exceeds the amounts needed to complete full performance under -he entirecontract.

(4) "Contractor's managerial personnel" means the Contractor's directors, officers, managers, superintendents, or

equivalent representatives who have supervision or direction of--

(1) All or substantially all of the Contractor's business;

(2) All or substantially all of the Contractor's operation at any one plant or separate location; or

(3) A separate and complete major industrial operation.

"Demilitarization" means rendering a product unusable for, and not restorable to, the purpose for which it wEsdesigned or is customarily used.

"Discrepancies incident to shipment" means any differences (e.g., count or condition) between the itemsdocumented to have been shipped and items actually received.

"Equipment" means a tangible item that is functionally complete for its intended purpose, durable, nonexperdable,and needed for the performance of a contract. Equipment is not intended for sale, and does not ordinarily lose itsidentity or become a component part of another article when put into use. Equipment does not include material, realproperty, special test equipment or special tooling.

"Government-furnished property" means property in the possession of, or directly acquired by, the Governmant andsubsequently furnished to :he Contractor for performance of a contract. Government-furnished property includas, butis not limited to, spares and property furnished for repair, maintenance, overhaul, or modification. Governmeni-furnished property also incudes contractor-acquired property if the contractor-acquired property is a deliverabe undera cost contract when accepted by the Government for continued use under the contract.

"Government property" means all property owned or leased by the Government. Government property incluces bothGovernment-furnished and Contractor-acquired property. Government property includes material, equipment, 3pecialtooling, special test equipment, and real property. Government property does not include intellectual property andsoftware.

"Material" means property that may be consumed or expended during the performance of a contract, compoientparts of a higher assembly, or items that lose their individual identity through incorporation into an end item. Materialdoes not include equipment, special tooling, special test equipment or real property.

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"Nonseverable" means property that cannot be removed after construction or installation without substantial loss ofvalue or damage to the installed property or to the premises where installed.

"Precious metals" means silver, gold, platinum, palladium, iridium, osmium, rhodium, and ruthenium.

"Property" means all tangible property, both real and personal.

"Property Administrator" means an authorized representative of the Contracting Officer appointed in accordance withagency procedures, responsible for administering the contract requirements and obligations relating to Governmentproperty in the possession of a Contractor.

"Property records" means the records created and maintained by the contractor in support of its stewardshipresponsibilities for the management of Government property.

"Provide" means to furnish, as in Government-furnished property, or to acquire, as in contractor-acquired property.

"Real property". See Federal Management Regulation 102-71.20 (41 CFR 102-71.20).

"Sensitive property" means property potentially dangerous to the public safety or security if stolen, lost, ormisplaced, or that shall be subject to exceptional physical security, protection, control, and accountability. Examplesinclude weapons, ammunition, explosives, controlled substances, radioactive materials, hazardous materials orwastes, or precious metals.

"Surplus property" means excess personal property not required by any Federal agency as determined by theAdministrator of the General Services Administration (GSA).

(b) Property management.

(1) The Contractor shall have a system to manage (control, use, preserve, protect, repair and maintain)Government property in its possession. The system shall be adequate to satisfy the requirements of this clause. Indoing so, the Contractor shall initiate and maintain the processes, systems, procedures, records, and methodologiesnecessary for effective control of Government property, consistent with voluntary consensus standards and/orindustry-leading practices and standards for Government property management except where inconsistent with law orregulation. During the period of performance, the Contractor shall disclose any significant changes to their propertymanagement system to the Property Administrator prior to implementation.

(2) The Contractor's responsibility extends from the initial acquisition and receipt of property, through stewardship,custody, and use until formally relieved of responsibility by authorized means, including delivery, consumption,expending, sale (as surplus property), or other disposition, or via a completed investigation, evaluation, and finaldetermination for lost, stolen, damaged, or destroyed property. This requirement applies to all Government propertyunder the Contractor's accountability, stewardship, possession or control, including its vendors or subcontractors (seeparagraph (f)(1)(v) of this clause).

(3) The Contractor shall include the requirements of this clause in all subcontracts under which Governmentproperty is acquired or furnished for subcontract performance.

(c) Use of Government property.

(1) The Contractor shall use Government property, either furnished or acquired under this contract, only forperforming this contract, unless otherwise provided for in this contract or approved by the Contracting Officer.

(2) Modifications or alterations of Government property are prohibited, unless they are--

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(i) Reasonable and necessary due to the scope of work under this contract or its terms and conditions;

(ii) Required for normal maintenance; or

(iii) Otherwise authorized by the Contracting Officer.

(3) The Contractor shall not cannibalize Government property unless otherwise provided for in this contract orapproved by the Contractng Officer.

(d) Government-furnished property.

(1) The Government shall deliver to the Contractor the Government-furnished property described in this contract.The Government shall furiish related data and information needed for the intended use of the property. Thewarranties of suitability of use and timely delivery of Government-furnished property do not apply to property acquiredor fabricated by the Contractor ascontractor-acquired property and subsequently transferred to another contract withthis Contractor.

(2) The delivery and/or performance dates specified in this contract are based upon the expectation that tteGovernment- furnished prDperty will be suitable for contract performance and will be delivered to the Contracor by thedates stated in the contract.

(i) If the property is not delivered to the Contractor by the dates stated in the contract, the Contracting Oficershall, upon the Contractors timely written request, consider an equitable adjustment to the contract.

(ii) In the event propety is received by the Contractor, or for Government-furnished property after receiptandinstallation, in a condition not suitable for its intended use, the Contracting Officer shall, upon the Contractor's timelywritten request, advise the Contractor on a course of action to remedy the problem. Such action may include epairing,replacing, modifying, returning, or otherwise disposing of the property at the Government's expense. Upon co'npletionof the required action(s), tie Contracting Officer shall consider an equitable adjustment to the contract (see asoparagraph (f)(1)(ii)(A) of tlis clause).

(iii) The Government may, at its option, furnish property in an "as-is" condition. The Contractor will be given theopportunity to inspect such property prior to the property being provided. In such cases, the Government males nowarranty with respect to the serviceability and/or suitability of the property for contract performance. Any repars,replacement, and/or refurbishment shall be at the Contractor's expense.

(3)(i) The Contracting Officer may by written notice, at any time--

(A) Increase or decrease the amount of Government-furnished property under this contract;

(B) Substitute other Government-furnished property for the property previously furnished, to be furnished, or tobe acquired by the Contraztor for the Government under this contract; or

(C) Withdraw authority to use property.

(ii) Upon completion of any action(s) under paragraph (d)(3)(i) of this clause, and the Contractor's timely vrittenrequest, the Contracting Officer shall consider an equitable adjustment to the contract.

(e) Title to Government property.

(1) The Government shall retain title to all Government-furnished property. Title to Government property stall notbe affected by its incorporation into or attachment to any property not owned by the Government, nor shallGovernment property become a fixture or lose its identity as personal property by being attached to any real property.

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(2) Fixed-price contracts.

(i) All Government-furnished property and all property acquired by the Contractor, title to which vests in theGovernment under this paragraph (collectively referred to as "Government property)", are subject to the provisions ofthis clause.

(ii) Title vests in the Government for all property acquired or fabricated by the Contractor in accordance with thefinancing provisions or other specific requirements for passage of title in the contract. Under fixed price type contracts,in the absence of financing provisions or other specific requirements for passage of title in the contract, the Contractorretains title to all property acquired by the Contractor for use on the contract, except for property identified as adeliverable end item. If a deliverable item is to be retained by the Contractor for use after inspection and acceptanceby the Government, it shall be made accountable to the contract through a contract modification listing the item asGovernment-furnished property.

(iii) If this contract contains a provision directing the Contractor to purchase property for which the Governmentwill reimburse the Contractor as a direct item of cost under this contract--

(A) Title to property purchased from a vendor shall pass to and vest in the Government upon the vendor's

delivery of such property; and

(B) Title to all other property shall pass to and vest in the Government upon--

(1) Issuance of the property for use in contract performance;

(2) Commencement of processing of the property or its use in contract performance; or

(3) Reimbursement of the cost of the property by the Government, whichever occurs first.

(3) Title under Cost-Reimbursement or Time-and-Material Contracts or Cost-Reimbursable contract line itemsunder Fixed-Price contracts.

(i) Title to all property purchased by the Contractor for which the Contractor is entitled to be reimbursed as a directitem of cost under this contract shall pass to and vest in the Government upon the vendor's delivery of such property.

(ii) Title to all other property, the cost of which is reimbursable to the Contractor, shall pass to and vest in the

Government upon--

(A) Issuance of the property for use in contract performance;

(B) Commencement of processing of the property for use in contract performance; or

(C) Reimbursement of the cost of the property by the Government, whichever occurs first.

(iii) All Government-furnished property and all property acquired by the Contractor, title to which vests in theGovernment under this paragraph (e)(3)(iii) (collectively referred to as "Government property)", are subject to theprovisions of this clause.

(f) Contractor plans and systems.

(1) Contractors shall establish and implement property management plans, systems, and procedures at thecontract, program, site or entity level to enable the following outcomes:

(i) Acquisition of Property. The Contractor shall document that all property was acquired consistent with its

engineering, production planning, and property control operations.

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(ii) Receipt of Government Property. The Contractor shall receive Government property (document the receipt),record the information necessary to meet the record requirements of paragraph (f)(1)(iii)(A)(1) through (5) of thisclause, identify as Goverrment owned in a manner appropriate to the type of property (e.g., stamp, tag, mark or otheridentification), and manage any discrepancies incident to shipment.

(A) Government-furnished property. The Contractor shall furnish a written statement to the PropertyAdministrator containing all relevant facts, such as cause or condition and a recommended course(s) of actioi, ifoverages, shortages, or damages and/or other discrepancies are discovered upon receipt of Government-furnishedproperty.

(B) Contractor-acquired property. The Contractor shall take all actions necessary to adjust for overagesshortages, damage and/or other discrepancies discovered upon receipt, in shipment of Contractor-acquired p'opertyfrom a vendor or supplier, so as to ensure the proper allocability and allowability of associated costs.

(iii) Records of Government property. The Contractor shall create and maintain records of all Governmertproperty accountable to the contract, including Government-furnished and Contractor- acquired property.

(A) Property records shall enable a complete, current, auditable record of all transactions and shall, unlessotherwise approved by the Property Administrator, contain the following:

(1) The name, part number and description, manufacturer, model number, and National Stock Number (ifneeded for additional item identification tracking and/or disposition).

(2) Quantity received (or fabricated), issued, and balance-on- hand.

(3) Unit acquisition cost.

(4) Unique-item identifier or equivalent (if available and necessary for individual item tracking).

(5) Unit of measure.

(6) Accountable contract number or equivalent code designation.

(7) Location.

(8) Disposition.

(9) Posting reference and date of transaction.

(10) Date placed in service.

(B) Use of a Receipt and Issue System for Government Material. When approved by the Property Admiristrator,the Contractor may maintain, in lieu of formal property records, a file of appropriately cross-referenced docurmentsevidencing receipt, issue, and use of material that is issued for immediate consumption.

(iv) Physical inventory. The Contractor shall periodically perform, record, and disclose physical inventory results.A final physical inventory shall be performed upon contract completion or termination. The Property Administrator maywaive this final inventory requirement, depending on the circumstances (e.g., overall reliability of the Contractor'ssystem or the property is to be transferred to a follow-on contract).

(v) Subcontractor control.

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(A) The Contractor shall award subcontracts that clearly identify assets to be provided and shall ensureappropriate flow down of contract terms and conditions (e.g., extent of liability for loss, theft, damage or destruction ofGovernment property).

(B) The Contractor shall assure its subcontracts are properly administered and reviews are periodicallyperformed to determine the adequacy of the subcontractor's property management system.

(vi) Reports. The Contractor shall have a process to create and provide reports of discrepancies; loss, theft,damage or destruction; physical inventory results; audits and self-assessments; corrective actions; and other propertyrelated reports as directed by the Contracting Officer.

(A) Loss, theft, damage or destruction. Unless otherwise directed by the Property Administrator, the Contractorshall investigate and promptly furnish a written narrative of all incidents of loss, theft, damage or destruction to theproperty administrator as soon as the facts become known or when requested by the Government.

(B) Such reports shall, at a minimum, contain the following information:

(1) Date of incident (if known).

(2) The name, commercial description, manufacturer, model number, and National Stock Number (ifapplicable).

(3) Quantity.

(4) Unique-item Identifier (if available).

(5) Accountable Contract number.

(6) A statement indicating current or future need.

(7) Acquisition cost, or if applicable, estimated scrap proceeds, estimated repair or replacement costs.

(8) All known interests in commingled property of which the Government property is a part.

(9) Cause and corrective action taken or to be taken to prevent recurrence.

(10) A statement that the Government will receive any reimbursement covering the loss, theft, damage ordestruction in the event the Contractor was or will be reimbursed or compensated.

(11) Copies of all supporting documentation.

(12) Last known location.

(13) A statement that the property did or did not contain sensitive or hazardous material, and if so, that theappropriate agencies were notified.

(vii) Relief of stewardship responsibility. Unless the contract provides otherwise, the Contractor shall be relievedof stewardship responsibility for Government property when such property is--

(A) Consumed or expended, reasonably and properly, or otherwise accounted for, in the performance of thecontract, including reasonable inventory adjustments of material as determined by the Property Administrator; or aProperty Administrator granted relief of responsibility for loss, theft, damage or destruction of Government property;

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(B) Delivered or sh pped from the Contractor's plant, under Government instructions, except when shipment is toa subcontractor or other location of the Contractor; or

(C) Disposed of in accordance with paragraphs (j) and (k) of this clause.

(viii) Utilizing Government property.

(A) The Contractor shall utilize, consume, move, and store Government Property only as authorized urder thiscontract. The Contractor shall promptly disclose and report Government property in its possession that is excess tocontract performance.

(B) Unless otherwise authorized in this contract or by the Property Administrator the Contractor shall notcommingle Government material with material not owned by the Government.

(ix) Maintenance. The Contractor shall properly maintain Government property. The Contractor's maintenanceprogram shall enable the identification, disclosure, and performance of normal and routine preventative main:enanceand repair. The Contractor shall disclose and report to the Property Administrator the need for replacement aid/orcapital rehabilitation.

(x) Property closeout The Contractor shall promptly perform and report to the Property Administrator contractproperty closeout, to inclLde reporting, investigating and securing closure of all loss, theft, damage or destrudioncases; physically inventorying all property upon termination or completion of this contract; and disposing of items atthe time they are determined to be excess to contractual needs.

(2) The Contractor shall establish and maintain Government accounting source data, as may be required by thiscontract, particularly in the areas of recognition of acquisitions and dispositions of material and equipment.

(3) The Contractor shall establish and maintain procedures necessary to assess its property managementsystemeffectiveness, and shall perform periodic internal reviews and audits. Significant findings and/or results of suclreviews and audits pertairing to Government property shall be made available to the Property Administrator.

(g) Systems analysis.

(1) The Government shall have access to the Contractor's premises and all Government property, at reascnabletimes, for the purposes of reviewing, inspecting and evaluating the Contractor's property management plan(sýsystems, procedures, records, and supporting documentation that pertains to Government property. This accessincludes all site locations and, with the Contractor's consent, all subcontractor premises.

(2) Records of Govemrnment property shall be readily available to authorized Government personnel and shall beappropriately safeguarded.

(3) Should it be determ ned by the Government that the Contractor's (or subcontractor's) property managenentpractices are inadequate cr not acceptable for the effective management and control of Government property underthis contract, or present ar undue risk to the Government, the Contractor. shall prepare a corrective action plan whenrequested by the Property Administrator and take all necessary corrective actions as specified by the schedule withinthe corrective action plan.

(h) Contractor Liability for Government Property.

(1) Unless otherwise provided for in the contract, the Contractor shall not be liable for loss, theft, damage o"destruction to the Government property furnished or acquired under this contract, except when any one of thefollowing applies--

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(i) The risk is covered by insurance or the Contractor is otherwise reimbursed (to the extent of such insurance orreimbursement), The allowability of insurance costs shall be determined in accordance with 31.205-19.

(ii) The loss, theft, damage or destruction is the result of willful misconduct or lack of good faith on the part of theContractor's managerial personnel.

(iii) The Contracting Officer has, in writing, revoked the Government's assumption of risk for loss, theft, damage ordestruction, due to a determination under paragraph (g) of this clause that the Contractors property managementpractices are inadequate, and/or present an undue risk to the Government, and the Contractor failed to take timelycorrective action. If the Contractor can establish by clear and convincing evidence that the loss, theft, damage ordestruction of Government property occurred while the Contractor had adequate property management practices orthe loss, theft, damage or destruction of Government property did not result from the Contractor's failure to maintainadequate property management practices, the Contractor shall not be held liable.

(2) The Contractor shall take all reasonable actions necessary to protect the Government property from furtherloss, theft, damage or destruction. The Contractor shall separate the damaged and undamaged Government property,place all the affected Government property in the best possible order, and take such other action as the PropertyAdministrator directs.

(3) The Contractor shall do nothing to prejudice the Government's rights to recover against third parties for anyloss, theft, damage or destruction of Government property.

(4) Upon the request of the Contracting Officer, the Contractor shall, at the Government's expense, furnish to theGovernment all reasonable assistance and cooperation, including the prosecution of suit and the execution ofinstruments of assignment in favor of the Government in obtaining recovery.

(i) Equitable adjustment. Equitable adjustments under this clause shall be made in accordance with the procedures

of the Changes clause. However, the Government shall not be liable for breach of contract for the following:

(1) Any delay in delivery of Government-furnished property.

(2) Delivery of Government-furnished property in a condition not suitable for its intended use.

(3) An increase, decrease, or substitution of Government- furnished property.

(4) Failure to repair or replace Government property for which the Government is responsible.

(j) Contractor inventory disposal. Except as otherwise provided for in this contract, the Contractor shall not disposeof Contractor inventory until authorized to do so by the Plant Clearance Officer.

(1) Scrap to which the Government has obtained title under paragraph (e) of this clause.

(i) Contractor with an approved scrap procedure.

(A) The Contractor may dispose of scrap resulting from production or testing under this contract withoutGovernment approval. However, if the scrap requires demilitarization or is sensitive property, the Contractor shallsubmit the scrap on an inventory disposal schedule.

(B) For scrap from other than production or testing the Contractor may prepare scrap lists in lieu of inventorydisposal schedules (provided such lists are consistent with the approved scrap procedures).

(C) Inventory disposal schedules shall be submitted for all aircraft regardless of condition, flight safety criticalaircraft parts, and scrap that--

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(1) Requires demilitarization;

(2) Is a classified item;

(3) Is generated from classified items;

(4) Contains hazardous materials or hazardous wastes;

(5) Contains precious metals that are economically beneficial to recover; or

(6) Is dangerous to the public health, safety, or welfare.

(ii) Contractor withou: an approved scrap procedure. The Contractor shall submit an inventory disposal shedulefor all scrap. The Contractor may not dispose of scrap resulting from production or testing under this contractwithoutGovernment approval.

(2) Predisposal requirements.

(i) Once the Contractor determines that Contractor-acquired property is no longer needed for contractperformance, the Contractor in the following order of priority--

(A) May contact the Contracting Officer if use of the property in the performance of other Government c~ntractsis practical;

(B) May purchase the property at the acquisition cost; or

(C) Shall make reasonable efforts to return unused property to the appropriate supplier at fair market vaue (less,if applicable, a reasonable restocking fee that is consistent with the supplier's customary practices).

(ii) The Contractor shall list, on Standard Form 1428, Inventory Disposal Schedule, property that was notused inthe performance of other Government contracts under paragraph (j)(2)(i)(A) of this clause, property that was rotpurchased under paragraph (j)(2)(i)(B) of this clause, and property that could not be returned to a supplier underparagraph (j)(2)(i)(C) of this clause.

(3) Inventory disposal schedules.

(i) The Contractor shall use Standard Form 1428, Inventory Disposal Schedule, to identify--

(A) Government-furnished property that is no longer required for performance of this contract, provided he termsof another Government contract do not require the Government to furnish that property for performance of thi,contract;

(B) Contractor-acquired property, to which the Government has obtained title under paragraph (e) of this clause,which is no longer required for performance of that contract; and

(C) Termination inventory.

(ii) The Contractor ma! annotate inventory disposal schedules to identify property the Contractor wishes tpurchase from the Government.

(iii) Unless the Plant Clearance Officer has agreed otherwise, or the contract requires electronic submission ofinventory disposal schedules, the Contractor shall prepare separate inventory disposal schedules for--

(A) Special test equipment with commercial components;

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(B) Special test equipment without commercial components;

(C) Printing equipment;

(D) Information technology (e.g., computers, computer components, peripheral equipment, and relatedequipment);

(E) Precious metals in raw or bulk form;

(F) Nonnuclear hazardous materials or hazardous wastes; or

(G) Nuclear materials or nuclear wastes.

(iv) The Contractor shall provide the information required by FAR 52.245-1(f)(1)(iii) along with the following:

(A) Any additional information that may facilitate understanding of the property's intended use.

(B) For work-in-progress, the estimated percentage of completion.

(C) For precious metals, the type of metal and estimated weight.

(D) For hazardous material or property contaminated with hazardous material, the type of hazardous material.

(E) For metals in mill product form, the form, shape, treatment, hardness, temper, specification (commercial orGovernment) and dimensions (thickness, width and length).

(v) Property with the same description, condition code, and reporting location may be grouped in a single lineitem.

(vi) Scrap should be reported by "lot" along with metal content, estimated weight and estimated value.

(4) Submission requirements. The Contractor shall submit inventory disposal schedules to the Plant ClearanceOfficer no later than--

(i) 30-days following the Contractor's determination that a Government property item is no longer required forperformance of this contract;

(ii) 60 days, or such longer period as may be approved by the Plant Clearance Officer, following completion ofcontract deliveries or performance; or

(iii) 120 days, or such longer period as may be approved by the Termination Contracting Officer following contracttermination in whole or in part.

(5) Corrections. The Plant Clearance Officer may--

(i) Reject a schedule for cause (e.g., contains errors, determined to be inaccurate); and

(ii) Require the Contractor to correct an inventory disposal schedule.

(6) Postsubmission adjustments. The Contractor shall notify the Plant Clearance Officer at least 10 working days inadvance of its intent to remove an item from an approved inventory disposal schedule. Upon approval of the PlantClearance Officer, or upon expiration of the notice period, the Contractor may make the necessary adjustments to theinventory schedule.

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NRC-HQ-1.2-C-38-0099 Section C

(7) Storage.

(i) The Contractor shall store the property identified on an inventory disposal schedule pending receipt o disposalinstructions. The Government's failure to furnish disposal instructions within 120 days following acceptance cf aninventory disposal schedule may entitle the Contractor to an equitable adjustment for costs incurred to store 5uchproperty on or after the 121st day.

(ii) The Contractor shall obtain the Plant Clearance Officer's approval to remove Government property from thepremises where the property is currently located prior to receipt of final disposition instructions. If approval is granted,any costs incurred by the Contractor to transport or store the property shall not increase the price or fee of aryGovernment contract. The storage area shall be appropriate for assuring the property's physical safety and sjitabilityfor use. Approval does not relieve the Contractor of any liability for such property under this contract.

(8) Disposition instructons.

(i) If the Government does not furnish disposition instructions to the Contractor within 45 days followingacceptance of a scrap list the Contractor may dispose of the listed scrap in accordance with the Contractor'sapproved scrap procedures.

(ii) The Contractor shall prepare for shipment, deliver f.o.b. origin, or dispose of Contractor inventory as drectedby the Plant Clearance Officer. Unless otherwise directed by the Contracting Officer or by the Plant Clearance Officer,the Contractor shall remove and destroy any markings identifying the property as U.S. Government-owned pr)pertyprior to its disposal.

(iii) The Contracting Officer may require the Contractor to demilitarize the property prior to shipment or disposal. Insuch cases, the Contractor may be entitled to an equitable adjustment under paragraph (i) of this clause.

(9) Disposal proceeds. As directed by the Contracting Officer, the Contractor shall credit the net proceeds trom thedisposal of Contractor inventory to the contract, or to the Treasury of the United States as miscellaneous recepts.

(10) Subcontractor inventory disposal schedules. The Contractor shall require its Subcontractors to submitinventory disposal schedules to the Contractor in accordance with the requirements of paragraph (j)(4) of this :lause.

(k) Abandonment of Government property.

(1) The Government shall not abandon sensitive Government property or termination inventory without theContractor's written consent.

(2) The Government, upon notice to the Contractor, may abandon any nonsensitive Government property ih place,at which time all obligations of the Government regarding such property shall cease.

(3) The Government has no obligation to restore or rehabilitate the Contractors premises under anycircumstances; however, if Government--furnished property is withdrawn or is unsuitable for the intended use, or ifother Government property is substituted, then the equitable adjustment under paragraph (i) of this clause ma'!properly include restoration or rehabilitation costs.

(I) Communication. All ccmmunications under this clause shall be in writing.

(m) Contracts outside the United States. If this contract is to be performed outside of the United States and ilsoutlying areas, the words "Government" and "Government-furnished" (wherever they appear in this clause) shall beconstrued as "United States Government" and "United States Government-furnished," respectively.

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C.14 52.245-9 USE AND CHARGES (AUG 2010)

(a) Definitions. Definitions applicable to this contract are provided in the clause at 52.245-1, Government Property.Additional definitions as used in this clause include:

"Rental period" means the calendar period during which Government property is made available fornongovernmental purposes.

"Rental time" means the number of hours, to the nearest whole hour, rented property is actually used fornongovernmental purposes. It includes time to set up the property for such purposes, perform required maintenance,and restore the property to its condition prior to rental (less normal wear and tear).

(b) Use of Government property. The Contractor may use the Government property without charge in theperformance of--

(1) Contracts with the Government that specifically authorize such use without charge;

(2) Subcontracts of any tier under Government prime contracts if the Contracting Officer having cognizance of theprime contract--

(i) Approves a subcontract specifically authorizing such use; or

(ii) Otherwise authorizes such use in writing; and

(3) Other work, if the Contracting Officer specifically authorizes in writing use without charge for such work.

(c) Rental. If granted written permission by the Contracting Officer, or if it is specifically provided for in the Schedule,the Contractor may use the Government property (except material) for a rental fee for work other than that provided inparagraph (b) of this clause. Authorizing such use of the Government property does not waive any rights of theGovernment to terminate the Contractor's right to use the Government property. The rental fee shall be determined inaccordance with the following paragraphs.

(d) General.

(1) Rental requests shall be submitted to the Administrative Contracting Officer (ACO), identify the property forwhich rental is requested, propose a rental period, and compute an estimated rental charge by using the Contractor'sbest estimate of rental time in the formulae described in paragraph (e) of this clause.

(2) The Contractor shall not use Government property for nongovernmental purposes, including IndependentResearch and Development, until a rental charge for real property, or estimated rental charge for other property, isagreed upon. Rented property shall be used only on a non-interference basis.

(e) Rental charge.--

(1) Real property and associated fixtures.

(i) The Contractor shall obtain, at its expense, a property appraisal from an independent licensed, accredited, orcertified appraiser that computes a monthly, daily, or hourly rental rate for comparable commercial property. Theappraisal may be used to compute rentals under this clause throughout its effective period or, if an effective period isnot stated in the appraisal, for one year following the date the appraisal was performed. The Contractor shall submitthe appraisal to the ACO at least 30 days prior to the date the property is needed for nongovernmental use. Except asprovided in paragraph (e)(1)(iii) of this clause, the ACO shall use the appraisal rental rate to determine a reasonablerental charge.

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(ii) Rental charges shall be determined by multiplying the rental time by the appraisal rental rate expressed as arate per hour. Monthly or daily appraisal rental rates shall be divided by 720 or 24, respectively, to determine an hourlyrental rate.

(iii) When the ACO believes the appraisal rental rate is unreasonable, the ACO shall promptly notify theContractor. The parties may agree on an alternative means for computing a reasonable rental charge.

(iv) The Contractor slhall obtain, at its expense, additional property appraisals in the same manner as proiided inparagraph (e)(1)(i) if the effective period has expired and the Contractor desires the continued use of propert) fornongovernmental use. The Contractor may obtain additional appraisals within the effective period of the currentappraisal if the market prices decrease substantially.

(2) Other Government oroperty. The Contractor may elect to compute the rental charge using the appraisal methoddescribed in paragraph (ei(1) of this clause subject to the constraints therein or the following formula in which rentaltime shall be expressed in increments of not less than one hour with portions of hours rounded to the next higher hour:The rental charge is calcu ated by multiplying 2 percent of the acquisition cost by the hours of rental time, anc dividingby 720.

(3) Alternative methodology. The Contractor may request consideration of an alternative basis for computing the

rental charge if it considers the monthly rental rate or a time-based rental unreasonable or impractical.

(f) Rental payments.

(1) Rent is due 60 days following completion of the rental period or as otherwise specified in the contract. -heContractor shall compute the rental due, and furnish records or other supporting data in sufficient detail to pernit theACO to verify the rental time and computation. Payment shall be made by check payable to the Treasurer of tieUnited States and sent to 'he contract administration office identified in this contract, unless otherwise specified by theContracting Officer.

(2) Interest will be charged if payment is not made by the date specified in paragraph (f)(1) of this clause. hterestwill accrue at the "Renegotiation Board Interest Rate" (published in the Federal Register semiannually on or awoutJanuary 1st and July 1st) for the period in which the rent is due.

(3) The Government's acceptance of any rental payment under this clause, in whole or in part, shall not beconstrued as a waiver or relinquishment of any rights it may have against the Contractor stemming from theContractor's unauthorized use of Government property or any other failure to perform this contract according lo itsterms.

(g) Use revocation. At any time during the rental period, the Government may revoke nongovernmental useauthorization and require the Contractor, at the Contractor's expense, to return the property to the Government,restore the property to its pre-rental condition (less normal wear and tear), or both.

(h) Unauthorized use. The unauthorized use of Government property can subject a person to fines, imprisorment, orboth, under 18 U.S.C. 641.

C.15 2052.204.70 SECURITY (MAR 2004)

(a) Contract Security andior Classification Requirements (NRC Form 187). The policies, procedures, and criteria ofthe NRC Security Program, NRC Management Directive (MD) 12 (including MD 12.1, "NRC Facility SecurityProgram;" MD 12.2, "NRC Classified Information Security Program;" MD 12.3, "NRC Personnel Security Prog'am;"MD 12.4, "NRC Telecommunications Systems Security Program;" MD 12.5, "NRC Automated Information SytemsSecurity Program;" and MD 12.6, "NRC Sensitive Unclassified Information Security Program"), apply to perfornance

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of this contract, subcontract or other activity. This MD is incorporated into this contract by reference as though fullyset forth herein. The attached NRC Form 187 (See List of Attachments) furnishes the basis for providing security andclassification requirements to prime contractors, subcontractors, or others (e.g., bidders) who have or may have anNRC contractual relationship that requires access to classified Restricted Data or National Security Information ormatter, access to sensitive unclassified information (e.g., Safeguards), access to sensitive Information Technology (IT)systems or data, unescorted access to NRC controlled buildings/space, or unescorted access to protected and vitalareas of nuclear power plants.

(b) It is the contractor's duty to protect National Security Information, Restricted Data, and Formerly Restricted Data.The contractor shall, in accordance with the Commission's security regulations and requirements, be responsible forprotecting National Security Information, Restricted Data, and Formerly Restricted Data, and for protecting againstsabotage, espionage, loss, and theft, the classified documents and material in the contractors possession inconnection with the performance of work under this contract. Except as otherwise expressly provided in this contract,the contractor shall, upon completion or termination of this contract, transmit to the Commission any classified matterin the possession of the contractor or any person under the contractor's control in connection with performance of thiscontract. If retention by the contractor of any classified matter is required after the completion or termination of thecontract and the retention is approved by the contracting officer, the contractor shall complete a certificate ofpossession to be furnished to the Commission specifying the classified matter to be retained. The certification mustidentify the items and types or categories of matter retained, the conditions governing the retention of the matter andtheir period of retention, if known. If the retention is approved by the contracting officer, the security provisions of thecontract continue to be applicable to the matter retained.

(c) In connection with the performance of the work under this contract, the contractor may be furnished, or maydevelop or acquire, safeguards information, or confidential or privileged technical, business, or financial information,including Commission plans, policies, reports, financial plans, internal data protected by the Privacy Act of 1974 (Pub.L. 93.579), or other information which has not been released to the public or has been determined by the Commissionto be otherwise exempt from disclosure to the public. The contractor shall ensure that information protected frompublic disclosure is maintained as required by NRC regulations and policies, as cited in this contract or as otherwiseprovided by the NRC. The contractor will not directly or indirectly duplicate, disseminate, or disclose the information inwhole or in part to any other person or organization except as may be necessary to perform the work under thiscontract. The contractor agrees to return the information to the Commission or otherwise dispose of it at the directionof the contracting officer. Failure to comply with this clause is grounds for termination of this contract.

(d) Regulations. The contractor agrees to conform to all security regulations and requirements of the Commissionwhich are subject to change as directed by the NRC Division of Facilities and Security (DFS) and the ContractingOfficer. These changes will be under the authority of the FAR Changes clause referenced in this document.

The contractor agrees to comply with the security requirements set forth in NRC Management Directive 12.1, NRCFacility Security Program which is incorporated into this contract by reference as though fully set forth herein.Attention is directed specifically to the section titled "Infractions and Violations," including "Administrative Actions" and"Reporting Infractions."

(e) Definition of National Security Information. The term National Security Information, as used in this clause, meansinformation that has been determined pursuant to Executive Order 12958 or any predecessor order to requireprotection against unauthorized disclosure and that is so designated.

(f) Definition of Restricted Data. The term Restricted Data, as used in this clause, means all data concerning design,manufacture, or utilization of atomic weapons; the production of special nuclear material; or the use of special nuclearmaterial in the production of energy, but does not include data declassified or removed from the Restricted Datacategory pursuant to Section 142 of the Atomic Energy Act of 1954, as amended.

(g) Definition of Formerly Restricted Data. The term Formerly Restricted Data, as used in this clause, means all dataremoved from the Restricted Data category under Section 142-d of the Atomic Energy Act of 1954, as amended.

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ISIRC-1-110-1 2-C-38-0099 Section C(h) Definition of Safeguards Information. Sensitive unclassified information that specifically identifies the detailed

security measures of a licensee or an applicant for the physical protection of special nuclear material; or secLritymeasures for the physical protection and location of certain plant equipment vital to the safety of production dutilization facilities. Protection of this information is required pursuant to Section 147 of the Atomic Energy Act of1954, as amended.

(i) Security Clearance. The contractor may not permit any individual to have access to Restricted Data, FomerlyRestricted Data, or other classified information, except in accordance with the Atomic Energy Act of 1954, asamended, and the Commission's regulations or requirements applicable to the particular type or category of classifiedinformation to which access is required. The contractor shall also execute a Standard Form 312, ClassifiedInformation Nondisclosure Agreement, when access to classified information is required.

() Criminal Liabilities. It is understood that disclosure of National Security Information, Restricted Data, and FormerlyRestricted Data relating tc the work or services ordered hereunder to any person not entitled to receive it, or f3ilure tosafeguard any Restricted Data, Formerly Restricted Data, or any other classified matter that may come to thecontractor or any person under the contractor's control in connection with work under this contract, may subject thecontractor, its agents, employees, or subcontractors to criminal liability under the laws of the United States. (See theAtomic Energy Act of 1954, as amended, 42 U.S.C. 2011 et seq.; 18 U.S.C. 793 and 794; and Executive Order12958.)

(k) Subcontracts and Purchase Orders. Except as otherwise authorized in writing by the contracting officer, thecontractor shall insert provisions similar to the foregoing in all subcontracts and purchase orders under this c(ntract.

(I) In performing the cont'act work, the contractor shall classify all documents, material, and equipment origirated orgenerated by the contractor in accordance with guidance issued by the Commission. Every subcontract and purchaseorder issued hereunder involving the origination or generation of classified documents, material, and equipment mustprovide that the subcontractor or supplier assign classification to all documents, material, and equipment inaccordance with guidance furnished by the contractor.

C.16 2052.204-71 BADGE REQUIREMENTS FOR UNESCORTED BUILDING ACCESS TO NRCFACILITIES (MAR 2006)

During the life of this contract, the rights of ingress and egress for contractor personnel must be made available, asrequired, provided that the individual has been approved for unescorted access after a favorable adjudication from theSecurity Branch, Division of Facilities and Security (SB/DFS).

In this regard, all contractor personnel whose duties under this contract require their presence on site shall be clearlyidentifiable by a distinctive badge furnished by the NRC. The Project Officer shall assist the contractor in obtaningbadges for the contractor personnel. All contractor personnel must present two forms of Identity Source Docunents (I-9). One of the documents must be a valid picture ID issued by a state or by the Federal Government. Original 1-9documents must be preseited in person for certification. A list of acceptable documents can be found athttp://www.usdoi.qov/crt/recruit employ/i9form.pdf. It is the sole responsibility of the contractor to ensure thateachemployee has a proper NRC-issued identification/badge at all times. All photo-identification badges must beimmediately (no later than three days) delivered to SB/DFS for cancellation or disposition upon the termination ofemployment of any contractor personnel. Contractor personnel must display any NRC issued badge in clear vew at alltimes during on site perfornance under this contract. It is the contractor's duty to assure that contractor persolnelenter only those work areas necessary for performance of contract work, and to assure the protection of anyGovernment records or data that contractor personnel may come into contact with.

C.17 2052.209-70 CURRENT/FORMER AGENCY EMPLOYEE INVOLVEMENT (OCT 1999)

(a) The following representation is required by the NRC Acquisition Regulation 2009.105-70(b). It is not NFC policyto encourage offerors and contractors to propose current/former agency employees to perform work under NFC

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contracts and as set forth in the above cited provision, the use of such employees may, under certain conditions,adversely affect NRC's consideration of non-competitive proposals and task orders.

(b) There (X) are ( ) are no current/former NRC employees (including special Government employees performingservices as experts, advisors, consultants, or members of advisory committees) who have been or will be involved,directly or indirectly, in developing the offer, or in negotiating on behalf of the offeror, or in managing, administering, orperforming any contract, consultant agreement, or subcontract resulting from this offer. For each individual soidentified, the Technical and Management proposal must contain, as a separate attachment, the name of theindividual, the individual's title while employed by the NRC, the date individual left NRC, and a brief description of theindividual's role under this proposal.

C.18 2052.209-72 CONTRACTOR ORGANIZATIONAL CONFLICTS OF INTEREST (JAN 1993)

(a) Purpose. The primary purpose of this clause is to aid in ensuring that the contractor:

(1) Is not placed in a conflicting role because of current or planned interests (financial, contractual, organizational,or otherwise) which relate to the work under this contract; and

(2) Does not obtain an unfair competitive advantage over other parties by virtue of its performance of this contract.

(b) Scope. The restrictions described apply to performance or participation by the contractor, as defined in 48 CFR

2009.570-2 in the activities covered by this clause.

(c) Work for others.

(1) Notwithstanding any other provision of this contract, during the term of this contract, the contractor agrees toforego entering into consulting or other contractual arrangements with any firm or organization the result of which maygive rise to a conflict of interest with respect to the work being performed under this contract. The contractor shallensure that all employees under this contract abide by the provision of this clause. If the contractor has reason tobelieve, with respect to itself or any employee, that any proposed consultant or other contractual arrangement with anyfirm or organization may involve a potential conflict of interest, the contractor shall obtain the written approval of thecontracting officer before the execution of such contractual arrangement.

(2) The contractor may not represent, assist, or otherwise support an NRC licensee or applicant undergoing anNRC audit, inspection, or review where the activities that are the subject of the audit, inspection, or review are thesame as or substantially similar to the services within the scope of this contract (or task order as appropriate) exceptwhere the NRC licensee or applicant requires the contractors support to explain or defend the contractor's prior workfor the utility or other entity which NRC questions.

(3) When the contractor performs work for the NRC under this contract at any NRC licensee or applicant site, thecontractor shall neither solicit nor perform work in the same or similar technical area for that licensee or applicantorganization for a period commencing with the award of the task order or beginning of work on the site (if not a taskorder contract) and ending one year after completion of all work under the associated task order, or last time at thesite (if not a task order contract).

(4) When the contractor performs work for the NRC under this contract at any NRC licensee or applicant site,

(i) The contractor may not solicit work at that site for that licensee or applicant during the period of performanceof the task order or the contract, as appropriate.

(ii) The contractor may not perform work at that site for that licensee or applicant during the period ofperformance of the task order or the contract, as appropriate, and for one year thereafter.

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(iii) Notwithstanding :he foregoing, the contracting officer may authorize the contractor to solicit or perform thistype of work (except work in the same or similar technical area) if the contracting officer determines that the cituationwill not pose a potential for technical bias or unfair competitive advantage.

(d) Disclosure after award.

(1) The contractor warrants that to the best of its knowledge and belief, and except as otherwise set forth in thiscontract, that it does not rave any organizational conflicts of interest as defined in 48 CFR 2009.570-2.

(2) The contractor agrees that if, after award, it discovers organizational conflicts of interest with respect t) thiscontract, it shall make an immediate and full disclosure in writing to the contracting officer. This statement mustinclude a description of the action which the contractor has taken or proposes to take to avoid or mitigate suclconflicts. The NRC may, iowever, terminate the contract if termination is in the best interest of the Government.

(3) It is recognized that the scope of work of a task-order-type contract necessarily encompasses a broadspectrum of activities. Consequently, if this is a task-order-type contract, the contractor agrees that it will disclose allproposed new work involving NRC licensees or applicants which comes within the scope of work of the undedyingcontract. Further, if this contract involves work at a licensee or applicant site, the contractor agrees to exercic.ediligence to discover and disclose any new work at that licensee or applicant site. This disclosure must be madebefore the submission of a bid or proposal to the utility or other regulated entity and must be received by the IIRC atleast 15 days before the proposed award date in any event, unless a written justification demonstrating urgermy anddue diligence to discover and disclose is provided by the contractor and approved by the contracting officer. Thedisclosure must include the statement of work, the dollar value of the proposed contract, and any other docunentsthat are needed to fully describe the proposed work for the regulated utility or other regulated entity. NRC ma-y denyapproval of the disclosed work only when the NRC has issued a task order which includes the technical area 3nd, ifsite-specific, the site, or has plans to issue a task order which includes the technical area and, if site-specific, the site,or when the work violates paragraphs (c)(2), (c)(3) or (c)(4) of this section.

(e) Access to and use cf information.

(1) If in the performance of this contract, the contractor obtains access to information, such as NRC plans policies,reports, studies, financial plans, internal data protected by the Privacy Act of 1974 (5 U.S.C. Section 552a (1 G88)), orthe Freedom of Information Act (5 U.S.C. Section 552 (1986)), the contractor agrees not to:

(i) Use this informaticn for any private purpose until the information has been released to the public;

(ii) Compete for work for the Commission based on the information for a period of six months after eitherthecompletion of this contracl or the release of the information to the public, whichever is first;

(iii) Submit an unsolicited proposal to the Government based on the information until one year after the release ofthe information to the public; or

(iv) Release the information without prior written approval by the contracting officer unless the informatioi haspreviously been released lo the public by the NRC.

(2) In addition, the contractor agrees that, to the extent it receives or is given access to proprietary data, data -

protected by the Privacy Act of 1974 (5 U.S.C. Section 552a (1988)), or the Freedom of Information Act (5 U.S.C.Section 552 (1986)), or other confidential or privileged technical, business, or financial information under this contract,the contractor shall treat the information in accordance with restrictions placed on use of the information.

(3) Subject to patent and security provisions of this contract, the contractor shall have the right to use teclnicaldata it produces under this contract for private purposes provided that all requirements of this contract have been met.

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(f) Subcontracts. Except as provided in 48 CFR 2009.570-2, the contractor shall include this clause, including thisparagraph, in subcontracts of any tier. The terms contract, contractor, and contracting officer, must be appropriatelymodified to preserve the Government's rights.

(g) Remedies. For breach of any of the above restrictions, or for intentional nondisclosure or misrepresentation ofany relevant interest required to be disclosed concerning this contract or for such erroneous representations thatnecessarily imply bad faith, the Government may terminate the contract for default, disqualify the contractor fromsubsequent contractual efforts, and pursue other remedies permitted by law or this contract.

(h) Waiver. A request for waiver under this clause must be directed in writing to the contracting officer inaccordance with the procedures outlined in 48 CFR 2009.570-9.

(i) Follow-on effort. The contractor shall be ineligible to participate in NRC contracts, subcontracts, or proposalstherefor (solicited or unsolicited), which stem directly from the contractor's performance of work under this contract.Furthermore, unless so directed in writing by the contracting officer, the contractor may not perform any technicalconsulting or management support services work or evaluation activities under this contract on any of its products orservices or the products or services of another firm if the contractor has been substantially involved in thedevelopment or marketing of the products or services.

(1) If the contractor, under this contract, prepares a complete or essentially complete statement of work orspecifications, the contractor is not eligible to perform or participate in the initial contractual effort which is based onthe statement of work or specifications. The contractor may not incorporate its products or services in the statementof work or specifications unless so directed in writing by the contracting officer, in which case the restrictions in thisparagraph do not apply.

(2) Nothing in this paragraph precludes the contractor from offering or selling its standard commercial items to the

Government.

C.19 2052.215-70 KEY PERSONNEL (JAN 1993)

(a) The following individuals are considered to be essential to the successful performance of the work hereunder:

Richard Trevillian, Lead Instructor, Co-DeveloperScott Fillmon, Lead Developer and Co-Instructor

The contractor agrees that personnel may not be removed from the contract work or replaced without compliance withparagraphs (b) and (c) of this section.

(b) If one or more of the key personnel, for whatever reason, becomes, or is expected to become, unavailable forwork under this contract for a continuous period exceeding 30 work days, or is expected to devote substantially lesseffort to the work than indicated in the proposal or initially anticipated, the contractor shall immediately notify thecontracting officer and shall, subject to the con-currence of the contracting officer, promptly replace the personnel withpersonnel of at least substantially equal ability and qualifications.

(c) Each request for approval of substitutions must be in writing and contain a detailed explanation of thecircumstances necessitating the proposed substitutions. The request must also contain a complete resume for theproposed substitute and other information requested or needed by the contracting officer to evaluate the proposedsubstitution. The contracting officer and the project officer shall evaluate the contractors request and the contractingofficer shall promptly notify the contractor of his or her decision in writing.

(d) If the contracting officer determines that suitable and timely replacement of key personnel who have beenreassigned, terminated, or have otherwise become unavailable for the contract work is not reasonably forthcoming, orthat the resultant reduction of productive effort would be so substantial as to impair the successful completion of the

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contract or the service order, the contract may be terminated by the contracting officer for default or for theconvenience of the Government, as appropriate. If the contracting officer finds the contractor at fault for the condition,the contract price or fixed fee may be equitably adjusted downward to compensate the Government for any resultantdelay, loss, or damage.

C.20 2052.215-71 PROJECT OFFICER AUTHORITY (NOVEMBER 2006)

(a) The contracting officer's authorized representative (hereinafter referred to as the project officer) for this contractis:

Name: Latonya Mahlahla, Senior Health Physics

Address: U.S. Nuclear Regulatory CommissionTechnical Training Center5746 Marlin Rd. Suite 200Chattanooga, TN 37411

Telephone Number: (423) 855-6403, latonva.mahlahlaOnrc.nov

(b) Performance of the work under this contract is subject to the technical direction of the NRC project officer. Theterm "technical direction" is defined to include the following:

(1) Technical direction to the contractor which shifts work emphasis between areas of work or tasks, authoizestravel which was unanticipated in the Schedule (i.e., travel not contemplated in the Statement of Work (SOW)orchanges to specific travel identified in the SOW), fills in details, or otherwise serves to accomplish the contraaualSOW.

(2) Provide advice and guidance to the contractor in the preparation of drawings, specifications, or technicalportions of the work description.

(3) Review and, where required by the contract, approval of technical reports, drawings, specifications, andtechnical information to be delivered by the contractor to the Government under the contract.

(c) Technical direction rrust be within the general statement of work stated in the contract. The project officer does

not have the authority to and may not issue any technical direction which:

(1) Constitutes an assignment of work outside the general scope of the contract.

(2) Constitutes a change as defined in the "Changes" clause of this contract.

(3) In any way causes an increase or decrease in the total estimated contract cost, the fixed fee, if any, or 'he timerequired for contract performance.

(4) Changes any of the expressed terms, conditions, or specifications of the contract.

(5) Terminates the contract, settles any claim or dispute arising under the contract, or issues any unilateral directivewhatever.

(d) All technical directions must be issued in writing by the project officer or must be confirmed by the projec, officerin writing within ten (10) working days after verbal issuance. A copy of the written direction must be furnished "o thecontracting officer. A copy of NRC Form 445, Request for Approval of Official Foreign Travel, which has received finalapproval from the NRC must be furnished to the contracting officer.

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(e) The contractor shall proceed promptly with the performance of technical directions duly issued by the projectofficer in the manner prescribed by this clause and within the project officer's authority under the provisions of thisclause.

(f) If, in the opinion of the contractor, any instruction or direction issued by the project officer is within one of thecategories as defined in paragraph (c) of this section, the contractor may not proceed but shall notify the contractingofficer in writing within five (5) working days after the receipt of any instruction or direction and shall request thecontracting officer to modify the contract accordingly. Upon receiving the notification from the contractor, thecontracting officer shall issue an appropriate contract modification or advise the contractor in writing that, in thecontracting officer's opinion, the technical direction is within the scope of this article and does not constitute a changeunder the "Changes" clause.

(g) Any unauthorized commitment or direction issued by the project officer may result in an unnecessary delay in thecontractor's performance and may even result in the contractor expending funds for unallowable costs under thecontract.

(h) A failure of the parties to agree upon the nature of the instruction or direction or upon the contract action to be

taken with respect thereto is subject to 52.233-1 -Disputes.

(i) In addition to providing technical direction as defined in paragraph (b) of the section, the project officer shall:

(1) Monitor the contractor's technical progress, including surveillance and assessment of performance, andrecommend to the contracting officer changes in requirements.

(2) Assist the contractor in the resolution of technical problems encountered during performance.

(3) Review all costs requested for reimbursement by the contractor and submit to the contracting officerrecommendations for approval, disapproval, or suspension of payment for supplies and services required under thiscontract.

(4) Assist the contractor in obtaining the badges for the contractor personnel.

(5) Immediately notify the Security Branch, Division of Facilities and Security (SB/DFS) (via e-mail) when acontractor employee no longer requires access authorization and return of any NRC issued badge to SB/DFS withinthree days after their termination.

(6) Ensure that all contractor employees that require access to classified Restricted Data or National SecurityInformation or matter, access to sensitive unclassified information (Safeguards, Official Use Only, and Proprietaryinformation) access to sensitive IT systems or data, unescorted access to NRC controlled buildings/space, orunescorted access to protected and vital areas of nuclear power plants receive approval of SB/DFS prior to access inaccordance with Management Directive and Handbook 12.3.

(7) For contracts for the design, development, maintenance or operation of Privacy Act Systems of Records, obtainfrom the contractor as part of closeout procedures, written certification that the contractor has returned to NRC,transferred to the successor contractor, or destroyed at the end of the contract in accordance with instructionsprovided by the NRC Systems Manager for Privacy Act Systems of Records, all records (electronic or paper) whichwere created, compiled, obtained or maintained under the contract.

C.21 2052.215-78 TRAVEL APPROVALS AND REIMBURSEMENT - ALTERNATE 1 (OCT 1999)

(a) Total expenditure for travel may not exceed $250,000. for the life of the contract, without the prior approval ofthe contracting officer.

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NRC-HQ-12-C-38-0099 Section C(b) All foreign travel must be approved in advance by the NRC on NRC Form 445, Request for Approval d Official

Foreign Travel, and must be in compliance with FAR 52.247-63 Preference for U.S. Flag Air Carriers. The contractorshall submit NRC Form 445 to the NRC no later than 30 days prior to the commencement of travel.

(c) The contractor will be reimbursed only for those travel costs incurred that are directly related to this cortract andwhich are allowable subject to the limitations prescribed in FAR 31.205-46.

(d) It is the responsibility of the contractor to notify the contracting officer in accordance with the FAR Limitations ofCost clause of this contract when, at any time, the contractor learns that travel expenses will cause the contractor toexceed the travel ceiling amount identified in paragraph (a) of this clause.

(e) Reasonable travel costs for research and related activities performed at State and nonprofit institutions, inaccordance with Section 12 of Pub. L. 100-679, shall be charged in accordance with the contractor's institutioialpolicy to the degree that the limitations of Office of Management and Budget (OMB) guidance are not exceeded.Applicable guidance documents include OMB Circular A-87, Cost Principles for State and Local GovemmentE; OMBCircular A-122, Cost Principles for Nonprofit Organizations; and OMB Circular A-21, Cost Principles for EducztionalInstitutions.

C.22 2052.216-72 TASK ORDER PROCEDURES (OCT 1999)

(a) Task order request for proposal. When a requirement within the scope of work for this contract is identiied, thecontracting officer shall transmit to the contractor a Task Order Request for Proposal (TORFP) which may incUde thefollowing, as appropriate:

(1) Scope of work/meetings/travel and deliverables;

(2) Reporting requirements;

(3) Period of performance - place of performance;

(4) Applicable special provisions;

(5) Technical skills required; and

(6) Estimated level of effort.

(b) Task order technical proposal. By the date specified in the TORFP, the contractor shall deliver to thecontracting officer a written or verbal (as specified in the TORFP technical proposal submittal instructions) tectnicalproposal that provides the technical information required by the TORFP.

(c) Cost proposal. The contractor's cost proposal for each task order must be fully supported by cost and prcingdata adequate to establish the reasonableness of the proposed amounts. When the contractor's estimated cost forthe proposed task order exceeds $100,000 and the period of performance exceeds six months, the contractor nay berequired to submit a Contractor Spending Plan (CSP) as part of its cost proposal. The TORP indicates if a CS' isrequired.

(d) Task order award. The contractor shall perform all work described in definitized task orders issued by thecontracting officer. Definitized task orders include the following:

(1) Statement of work/meetings/travel and deliverables;

(2) Reporting requirements;

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ISIRC-1-110-12-C-38-0099 Section C

(3) Period of performance;

(4) Key personnel;

(5) Applicable special provisions; and

(6) Total task order amount including any fixed fee.

C.23 ANNUAL AND FINAL CONTRACTOR PERFORMANCE EVALUATIONS (AUG 2011)

Annual and final evaluations of contractor performance under this contract will be prepared in accordance with FARSubpart 42.15, "Contractor Performance Information," normally at or near the time the contractor is notified of theNRC's intent to exercise the contract option. If the multi-year contract does not have option years, then an annualevaluation will be prepared (state time for annual evaluation). Final evaluations of contractor performance will beprepared at the expiration of the contract during the contract closeout process.

The Contracting Officer will transmit the NRC Contracting Officer's Representative's (COR) annual and finalcontractor performance evaluations to the contractor's Project Manager, unless otherwise instructed by the contractor.The contractor will be permitted thirty days to review the document and submit comments, rebutting statements, oradditional information.

Where a contractor concurs with, or takes no exception to an annual performance evaluation, the Contracting Officerwill consider such evaluation final and releasable for source selection purposes. Disagreements between the partiesregarding a performance evaluation will be referred to an individual one level above the Contracting Officer, whosedecision will be final.

The Contracting Officer will send a copy of the completed evaluation report, marked "Source Selection Information",to the contractor's Project Manager for their records as soon as practicable after it has been finalized. The completedevaluation report also will be used as a tool to improve communications between the NRC and the contractor and toimprove contract performance.

The completed annual performance evaluation will be used to support future award decisions in accordance withFAR 42.1502 and 42.1503. During the period the information is being used to provide source selection information,the completed annual performance evaluation will be released to only two parties - the Federal government personnelperforming the source selection evaluation and the contractor under evaluation if the contractor does not have a copyof the report already.

C.24 APPROPRIATE USE OF GOVERNMENT FURNISHED INFORMATION TECHNOLOGY (IT)EQUIPMENT AND/ OR IT SERVICES/ ACCESS (MARCH 2002)

As part of contract performance the NRC may provide the contractor with information technology (IT) equipment andIT services or IT access as identified in the solicitation or subsequently as identified in the contract or delivery order.Government furnished IT equipment, or IT services, or IT access may include but is not limited to computers, copiers,facsimile machines, printers, pagers, software, phones, Internet access and use, and email access and use. Thecontractor (including the contractor's employees, consultants and subcontractors) shall use the government furnishedIT equipment, and / or IT provided services, and/ or IT access solely to perform the necessary efforts required underthe contract. The contractor (including the contractor's employees, consultants and subcontractors) are prohibitedfrom engaging or using the government IT equipment and government provided IT services or IT access for anypersonal use, misuse, abuses or any other unauthorized usage.

The contractor is responsible for monitoring its employees, consultants and subcontractors to ensure thatgovernment furnished IT equipment and/ or IT services, and/ or IT access are not being used for personal use,misused or abused. The government reserves the right to withdraw or suspend the use of its government furnished

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IT equipment, IT services and/ or IT access arising from contractor personal usage, or misuse or abuse; and, or todisallow any payments associated with contractor (including the contractor's employees, consultants andsubcontractors) personal usage, misuses or abuses of IT equipment, IT services and/ or IT access; and/ or toterminate for cause the contract or delivery order arising from violation of this provision.

C.25 AUTHORITY TO USE GOVERNMENT PROVIDED SPACE AT NRC HEADQUARTERS (AUG 2011)

Prior to occupying any government provided space at NRC HQs in Rockville Maryland, the Contractor shall obtainwritten authorization to occupy specifically designated government space, via the NRC Contracting OfficersRepresentative (COR), from the Chief, Space Design Branch, ADSPC. Failure to obtain this prior authorization canresult in one, or a combination, of the following remedies as deemed appropriate by the Contracting Officer.

(1) Rental charge for the space occupied will be deducted from the invoice amount due the Contractor

(2) Removal from the space occupied

(3) Contract Termination

C.26 BRANDING (AUG 2011)

The Contractor is required to use the official NRC branding logo or seal on any publications, presentations, )roducts,or materials funded underthis contract, to the extent practical, in order to provide NRC recognition for its invovementin and contribution to the project. If the work performed is funded entirely with NRC funds, then the contractor mustacknowledge that information in its documentation/presentation.

Access the following websites for branding information and specifications:

http://www.internal.nrc.qoo/ADM/brandingq/ and Management Directive and Handbook 3.13 -

(internal NRC website): http://www.internal.nrc.gov/policy/directives/toc/md3.13. htm

(external public website) http://pbadupws.nrc.gov/docs/ML1 122/ML1 12280190.pdf

C.27 COMPLIANCE WITH U.S. IMMIGRATION LAWS AND REGULATIONS (AUG 2011)

NRC contractors are responsible to ensure that their alien personnel are not in violation of United States imnigrationlaws and regulations, including employment authorization documents and visa requirements. Each alien empoyee ofthe Contractor must be lawfully admitted for permanent residence as evidenced by Permanent Resident Form 1-551(Green Card), or must present other evidence from the U.S. Department of Homeland Security/U.S. Citizenshp andImmigration Services that employment will not affect his/her immigration status. The U.S. Citizenship and ImnigrationServices provides information to contractors to help them understand the employment eligibility verification prccess fornon-US citizens. This information can be found on their website, http://www.uscis.,ov/portal/site/uscis.

The NRC reserves the right to deny or withdraw Contractor use or access to NRC facilities or its equipment/services,and/or take any number of contract administrative actions (e.g., disallow costs, terminate for cause) should theContractor violate the Contractor's responsibility under this clause.

C.28 DRUG FREE WORKPLACE TESTING: UNESCORTED ACCESS TO NUCLEAR FACILITIES,ACCESS TO CLASSIFIED INFORMATION OR SAFEGUARDS INFORMATION, OR PERFORMINGIN SPECIALLY SENSITIVE POSITIONS (DEC 2008)

NRC's Headquarters Assistant Drug Program Coordinator (ADPC) shall be responsible for implementing ancmanaging the collecting and testing portions of the NRC Contractor Drug Testing Program. The HeadquartersADPCfunction is carried out by the Drug Program Manager in the Division of Facilities and Security, Office of Administration.

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All sample collection, testing, and review of test results shall be conducted by the NRC "drug testing contractor." TheNRC will reimburse the NRC "drug testing contractor" for these services.

All contractor employees, subcontractor employees, and consultants proposed for performance or performing underthis contract shall be subject to the requirements of the clause if they meet one of the following criteria stated in thePlan: (1) individuals who require unescorted access to nuclear power plants, (2) individuals who have access toclassified or safeguards information, (3) individuals who are required to carry firearms in performing security servicesfor the NRC, (4) individuals who are required to operate government vehicles or transport passengers for the NRC,(5) individuals who are required to operate hazardous equipment at NRC facilities, or (6) individuals who admit torecent illegal drug use or those who are found through other means to be using drugs illegally. The Plan includes pre-assignment, random, reasonable suspicion, and post-accident drug testing. The due process procedures applicableto NRC employees under NRC=s Drug Testing Program are not applicable to contractors, consultants, subcontractorsand their employees. Rather, a contractor's employees and their subcontractors are subject to the procedures andterms of their employment agreements with their employer.

The NRC Drug Program Manager will schedule the drug testing for all contractor employees, subcontractoremployees, and consultants who are subject to testing under this clause in accordance with the Plan. The NRC willreimburse the NRC "drug testing contractor" for collecting, testing, and reviewing test results. Any NRC contractorfound to be using, selling, or possessing illegal drugs, or any contractor with a verified positive drug test result underthis program while in a duty status will immediately be removed from working under the NRC contract. Thecontractor's employer will be notified of the denial or revocation of the individual's authorization to have access toinformation and ability to perform under the contract. The individual may not work on any NRC contract for a period ofnot less than one year from the date of the failed drug test and will not be considered for reinstatement unlessevidence of rehabilitation, as determined by the NRC "drug testing contractor's" Medical Review Officer, is provided.

Contractor drug testing records are protected under the NRC Privacy Act Systems of Records, System 35, "DrugTesting Program Records - NRC" found at: http://www.nrc.-qov/readincq-rm/foia/privacy-systems.html.

C.29 ELECTRONIC PAYMENT (AUG 2011)

The Debt Collection Improvement Act of 1996 requires that all payments except IRS tax refunds be made byElectronic Funds Transfer. Payment shall be made in accordance with FAR 52.232-33, entitled "Payment byElectronic Funds- Central Contractor Registration".

To receive payment, the contractor shall prepare invoices in accordance with NRC's Billing Instructions. Claimsshall be submitted on the payee's letterhead, invoice, or on the Government's Standard Form 1034, "Public Voucherfor Purchases and Services Other than Personal," and Standard Form 1035, "Public Voucher for Purchases Otherthan Personal - Continuation Sheet." The preferred method of submitting invoices is electronically to the Departmentof the Interior at NRCPayments NBCDenver(5,nbc.,ov. If the contractor submits a hard copy of the invoice, it shall besubmitted to the following address:

Department of the InteriorNational Business CenterAttn: Fiscal Services Branch - D27707301 West Mansfield AvenueDenver, CO 80235-2230

C.30 FEDERAL HOLIDAYS

Unless specifically authorized in writing by the Contracting Officer, no services will be provided and no charges willbe incurred and/or billed to any order on this contract on any of the Federal Holidays listed below.

New Years Day Labor Day

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Martin Luther King Day Columbus DayPresidents' Day Veterans' DayMemorial Day Thanksgiving DayIndependence Day Christmas Day

C.31 GREEN PURCHASING (JUN 2011)

(a) In furtherance of the sustainable acquisition goals of Executive Order 13514, "Federal Leadership inEnvironmental, Energy, aid Economic Performance" products and services provided under this contract/order shall beenergy- efficient (Energy Star or Federal Energy Management Program (FEMP) designated), water-efficient,biobased, environmentally preferable (e.g., Electronic Product Environmental Assessment Tool (EPEAT) cerified),non-ozone depleting, con'ain recycled content, or are non-toxic or less toxic alternatives, where such producis andservices meet agency performance requirements. http://www.fedcenter.qov/programs/eol 3514/

(b) The contractor shall flow down this clause into all subcontracts and other agreements that relate to performanceof this contract/order.

C.32 GOVERNMENT FURNISHED EQUIPMENT/PROPERTY (AUG 2011)

(a) The NRC will provide the contractor with the following items for use under this contract:

1. An electronic copy of a Student Information Sheet, which the contractor shall issue to each student at thebeginning of each course and collect at the conclusion of the first day;

2. A course evalualion form which the contractor shall issue to each student on the first day of the couse andcollect at the conclusion of the course;

3. The NRC website location where relevant documents (e.g., NRC regulations, Regulatory Guides, iniormationnotices, bulletins, etc.) may be downloaded for use in development of the training materials or for distributionto students during the training (see http://www.nrc.gov/reading-rm/doc-collections/). In those instanceswhere the contractor requires an NRC document which is not available for download, the NRC Project Officershall provide one hard copy to the contractor, assuming it is available;

4. Basic equipment required by the contractor to make the presentations (e.g., flipcharts, projectors, ccnputers,etc). The NRC Project Officer shall ensure that the equipment is available at each designated traininglocation for use by the contractor along with disposable items such as paper, pens, pencils, highlighlers etc.

5. A copy of NUREG/CR-5455 "NRC's Human Performance Investigation Process";6. A copy of HRTD Operating Procedure 0408 "Training Material Style Guide" for development of any tLxts

(excluding Powe'Point Presentations); and7. Facilities for conducting the course and basic support such as computers and projectors, flip charts, paper,

pens and other miscellaneous supplies. Any unique requirements may have to be provided by the contractorif they are not available from the NRC.

Include an asterisk (*) if the item also applies to paragraph (b) below.

(b) The equipment/property listed below is hereby transferred from contract/ agreement number: , tocontract/agreement number: NRC-HQ-1 2-C-38-0099:

1. NA

(c) Only the equipment/property listed above in the quantities shown will be provided by the Government. Tiecontractor shall be responsible and accountable for all Government property provided under this contract andshallcomply with the provisions of the FAR Government Property Clause under this contract and FAR Subpart 45.5, as ineffect on the date of this contract. The contractor shall investigate and provide written notification to the NRCContracting Officer (CO) and the NRC Division of Facilities and Security, Physical Security Branch of all cases of loss,damage, or destruction of Government property in its possession or control not later than 24 hours after discotery.

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The contractor must report stolen Government property to the local police and a copy of the police report must beprovided to the CO and to the Division of Facilities and Security, Office of Administration.

(d) All other equipment/property required in performance of the contract shall be furnished by the Contractor.

C.33 INTERRUPTION OF SERVICE

The Contractor recognizes that the services under this contract are critical to the Government and must continuewithout interruption. Contractor also recognizes that when the contract expires, a successor, either the Government oranother contractor, may continue the services. The Contractor agrees to furnish phase-in-training, apply its bestefforts and cooperation to carry out an orderly and efficient transition to a successor.

C.34 NRC INFORMATION TECHNOLOGY SECURITY TRAINING (AUG 2011)

NRC contractors shall ensure that their employees, consultants, and subcontractors with access to the agency'sinformation technology (IT) equipment and/or IT services complete NRC's online initial and refresher IT securitytraining requirements to ensure that their knowledge of IT threats, vulnerabilities, and associated countermeasuresremains current. Both the initial and refresher IT security training courses generally last an hour or less and can betaken during the employee's regularly scheduled work day.

Contractor employees,, consultants, and subcontractors shall complete the NRC's online annual, "Computer SecurityAwareness" course on the same day that they receive access to the agency's IT equipment and/or services, as theirfirst action using the equipment/service. For those contractor employees, consultants, and subcontractors who arealready working under this contract, the on-line training must be completed in accordance with agency NetworkAnnouncements issued throughout the year, within three weeks of issuance of this modification.

Contractor employees, consultants, and subcontractors who have been granted access to NRC informationtechnology equipment and/or IT services must continue to take IT security refresher training offered online by the NRCthroughout the term of the contract. Contractor employees will receive notice of NRC's online IT security refreshertraining requirements through agency-wide notices.

The NRC reserves the right to deny or withdraw Contractor use or access to NRC IT equipment and/or services,and/or take other appropriate contract administrative actions (e.g., disallow costs, terminate for cause) should theContractor violate the Contractor's responsibility under this clause.

C.35 ORDERING PROCEDURES (AUG 2011)

(a) The CO is the only individual who can legally obligate funds and commit the NRC.

(b) All task orders and delivery orders shall be prepared in accordance with FAR 16.505.

(c) In accordance with FAR 16.506(b), the following ordering limitations apply:

Minimum order. When the Government requires supplies or services covered by this contract in an amount of lessthan $9,200.00 (Cost on the lowest priced course), the Government is not obligated to purchase, nor is the Contractorobligated to furnish, those supplies or services under the contract.

Maximum order. The Contractor is not obligated to honor-

(1) Any order for a single item in excess of $950,536.72, Total contract value;

(2) Any order for a combination of items in excess of $950,536.72, Total contract value; or

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(3) A series of orders from the same ordering office within 90 days that together call for quantities exceedirg thelimitation in paragraph (b.(1) or (2) of this section.

The Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order(or orders) is returned to :he ordering office within 5 days after issuance, with written notice stating the Contractor'sintent not to ship the item (or items) called for and the reasons.

C.36 PACKAGING AND MARKING (AUG 2011)

(a) The Contractor shal package material for shipment to the NRC in such a manner that will ensure accertance bycommon carrier and safe delivery at destination. Containers and closures shall comply with the SurfaceTransportation Board, Uniform Freight Classification Rules, or regulations of other carriers as applicable to the modeof transportation.

(b) On the front of the package, the Contractor shall clearly identify the contract number under which the prnduct isbeing provided.

(c) Additional packaging and/or marking requirements are as follows: NA

C.37 PERIODOF PERFORMANCE (AUG 2011) ALTERNATE IV (AUG 2011)

The ordering period for this contract shall commence on September 5. 2012 and will expire on September 4. 2013.Any orders issued during this period shall be completed within the time specified in the order, unless otherwicespecified herein. (See 52.216-18 - Ordering.) The term of this contract may be extended at the option of theGovernment for an additional 2. 2-year periods (if exercised).

Base Period: September 5, 2012 - September 4, 2013Option Period 1: September 5, 2013 - September 4, 2015Option Period 2: September 5, 2015 - September 4, 2014

C.38 PLACE OF DELIVERY--REPORTS (AUG 2011)

The items to be furnished hereunder shall be delivered, with all charges paid by the Contractor, to:

a. Name: Latonya Mahlahla (1 hard copy)b. Contracting Officer's Representative (COR)c. U.S. Nuclear Regulatory Commissiond. Address:

U.S. Nuclear Regulatory Commission

Washington, DC 20555

e. Electronic copies to: latonya.mahlahla(&,nrc.gov

f. (List names and email addresses)

g. Name: Erika Eam Il hard copy)h. Contracting Officer (CO)i. U.S. Nuclear Regulatoy Commissionj. Address:

U.S. Nuclear Regulatory CommissionDiv. of Contracts

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Mail Stop: TWB-01-B10MWashington, DC 20555

C.39 RULES OF BEHAVIOR FOR AUTHORIZED COMPUTER USE (MAR 2011)

In accordance with Appendix ill, "Security of Federal Automated Information Resources," to Office of Managementand Budget (OMB) Circular A-130, "Management of Federal Information Resources," NRC has established rules ofbehavior for individual users who access all IT computing resources maintained and operated by the NRC or on behalfof the NRC. In response to the direction from OMB, NRC has issued the "Agency-wide Rules of Behavior forAuthorized Computer Use" policy, hereafter referred to as the rules of behavior. The rules of behavior for authorizedcomputer use will be provided to NRC computer users, including contractor personnel, as part of the annual computersecurity awareness course.

The rules of behavior apply to all NRC employees, contractors, vendors, and agents (users) who have access to anysystem operated by the NRC or by a contractor or outside entity on behalf of the NRC. This policy does not apply tolicensees. The next revision of Management Directive 12.5, "NRC Automated Information Security Program," willinclude this policy. The rules of behavior can be viewed at http://www.internal.nrc.gov/CSO/documents/ROB.pdf oruse NRC's external Web-based ADAMS at http://wba.nrc.-qov:8080/ves/ (Under Advanced Search, type ML082190730in the Query box).

The rules of behavior are effective immediately upon acknowledgement of them by the person who is informed ofthe requirements contained in those rules of behavior. All current contractor users are required to review andacknowledge the rules of behavior as part of the annual computer security awareness course completion. All newNRC contractor personnel will be required to acknowledge the rules of behavior within one week of commencing workunder this contract. and then acknowledge as current users thereafter. The acknowledgement statement can beviewed at http://www.internal.nrc.gov/CSO/documents/ROB Ack.pdf or use NRC's external Web-based ADAMS athttp://wba.nrc.qov:8080/ves/ (Under Advanced Search, type ML082190730 in the Query box).

The NRC Computer Security Office will review and update the rules of behavior annually beginning in FY 2011 byDecember 31 st of each year. Contractors shall ensure that their personnel to which this requirement appliesacknowledge the rules of behavior before beginning contract performance and, if the period of performance for thecontract lasts more than one year, annually thereafter. Training on the meaning and purpose of the rules of behaviorcan be provided for contractors upon written request to the NRC Contracting Officer's Representative (COR).

The contractor shall flow down this clause into all subcontracts and other agreements that relate to performance ofthis contract/order if such subcontracts/agreements will authorize access to NRC electronic and informationtechnology (EIT) as that term is defined in FAR 2.101.

C.40 SAFETY OF ON-SITE CONTRACTOR PERSONNEL

Ensuring the safety of occupants of Federal buildings is a responsibility shared by the professionals implementing oursecurity and safety programs and the persons being protected. The NRC's Office of Administration (ADM) Division ofFacilities and Security (DFS) has coordinated an Occupant Emergency Plan (OEP) for NRC Headquarters buildingswith local authorities. The OEP has been approved by the Montgomery County Fire and Rescue Service. It isdesigned to improve building occupants' chances of survival, minimize damage to property, and promptly account forbuilding occupants when necessary.

The contractor's Project Director shall ensure that all personnel working full time on-site at NRC Headquarters readthe NRC's OEP, provided electronically on the NRC Intranet at http://www.internal.nrc.qov/ADM/OEP.pdf. Thecontractor's Project Director also shall emphasize to each staff member that they are to be familiar with and guided bythe OEP, as well as by instructions given by emergency response personnel in situations which pose an immediatehealth or safety threat to building occupants.

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The NRC Project Officer shall ensure that the contractor's Project Director has communicated the requirement for on-site contractor staff to follow the guidance in the OEP. The NRC Project Officer also will assist in accounting for on-site contract persons in tlWe event of a major emergency (e.g., explosion occurs and casualties or injuries aresuspected) during which a full evacuation will be required, including the assembly and accountability of occupants.The NRC DFS will conduct drills periodically to train occupants and assess these procedures.

C.41 SECURITY REQUIREMENTS FOR ACCESS TO CLASSIFIED MATTER OR INFORMATION (JUL2007)

Performance under this contract will require access to classified matter or information (National Security Inbrmationor Restricted Data) in accordance with the attached NRC Form 187 (See List of Attachments). Prime Contra*,torpersonnel, subcontractors or others performing work under this contract shall require a "Q" security clearance (allowsaccess to Top Secret, Secret, and Confidential National Security Information and Restricted Data) or a "L" se-urityclearance (allows access to Secret and Confidential National Security Information and/or Confidential RestricedData).

The proposer/Contractor must identify all individuals to work under this contract and propose the type of securityclearance required for each. The NRC sponsoring office shall make the final determination of the type of secirityclearance required for all individuals working under this contract.

The Contractor shall conduct a preliminary security interview or review for each security clearance Contracbr,subcontractor employee and consultant and submit to the Government only the names of candidates that hawe areasonable probability of obtaining the level of security clearance for which the candidate has been proposed TheContractor will pre-screen applicants for the following:

(a) pending criminal charges or proceedings; (b) felony arrest records including alcohol related arrest withinthe last seven years; (c) record of any military courts-martial charges and proceedings in the last seven yearsandcourts-martial convictions in the last ten years; (d) any involvement in hate crimes; (e) involvement in any Croup ororganization that espouses extra-legal violence as a legitimate means to an end; (f) dual or multiple citizenshipincluding the issuance of a foreign passport in the last seven years; (g) illegal use possession, or distributicn ofnarcotics or other controlled substances within the last seven years; (h) financial issues regarding delinquent debts,liens, garnishments, bankruptcy and civil court actions in the last seven years.

The Contractor will make a written record of their pre-screening interview or review (including any informaticn tomitigate the responses to tems listed in (a) - (h)), and have the candidate verify the record, sign and date it. -wocopies of the signed interview record or review will be supplied to FSB/DFS with the applicant's completed securityapplication package.

The Contractor will further ensure that all Contractor employees, subcontractor employees and consultants ýorclassified information access approval complete all security applications required by this clause within ten busnessdays of notification by FSB/DFS of initiation of the application process. Timely receipt of properly completed securityapplications (submitted for candidates that have a reasonable probability of obtaining the level of security clearancefor which the candidate has been proposed) is a contract requirement. Failure of the Contractor to comply witi thiscondition may be a basis to cancel the award, or terminate the contract for default, or offset from the contract'sinvoiced cost or price the NRC's incurred costs or delays as a result of inadequate pre-screening by the Contrnctor. Inthe event of termination or cancellation, the Government may select another firm for contract award.

Such Contractor personnel shall be subject to the NRC Contractor personnel security requirements of NRCManagement Directive (MD) 12.3, Part I and 10 CFR Part 10.11, which is hereby incorporated by reference and madea part of this contract as though fully set forth herein, and will require a favorably adjudicated Single ScopeBackground Investigation(SSBI) for "Q" clearances or a favorably adjudicated Limited Background Investigatin (LBI)for '" clearances.

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A Contractor employee shall not have access to classified information until he/ she is granted a security clearance byFSB/DFS, based on a favorably adjudicated investigation. In the event the Contractor employee's investigationcannot be favorably adjudicated, any interim approval could possibly be revoked and the individual could besubsequently removed from performing under the contract. If interim approval access is revoked or denied, theContractor is responsible for assigning another individual to perform the necessary work under this contract withoutdelay to the contract's performance schedule, or without adverse impact to any other terms or conditions of thecontract. The individual will be subject to a reinvestigation every five years for "Q" clearances and every ten years for"L" clearances.

The Contractor shall submit a completed security forms packet, including the SF-86, "Questionnaire for NationalSecurity Positions," and fingerprint charts, through the PO to FSB/DFS for review and submission to the Office ofPersonnel Management for investigation. The individual may not work under this contract until FSB/DFS has grantedthem the appropriate security clearance, read, understand, and sign the SF 312, "Classified Information NondisclosureAgreement." The Contractor shall assure that all forms are accurate, complete, and legible (except for Part 2 of thequestionnaire, which is required to be completed in private and submitted by the individual to the Contractor in asealed envelope), as set forth in NRC MD 12.3. Based on FSB/DFS review of the applicant's investigation, theindividual may be denied his/her security clearance in accordance with the due process procedures set forth in MD12.3, E. 0. 12968, and 10 CFR Part 10.11.

In accordance with NRCAR 2052.204 70 cleared Contractors shall be subject to the attached NRC Form 187 (SeeSection J for List of Attachments), MD 12.3, SF- 86 and Contractor's signed record or review of the pre-screeningwhich furnishes the basis for providing security requirements to prime Contractors, subcontractors or others who haveor may have an NRC contractual relationship which requires access to classified information.

CANCELLATION OR TERMINATION OF SECURITY CLEARANCE ACCESS/REQUEST

When a request for clearance investigation is to be withdrawn or canceled, the Contractor shall immediately notifythe PO by telephone in order that he/she can immediately contact FSB/DFS so that the investigation may be promptlydiscontinued. The notification shall contain the full name of the individual, and the date of the request. Telephonenotifications must be promptly confirmed in writing by the Contractor to the PO who will forward the confirmation viaemail to FSB/DFS. Additionally, FSB/DFS must be immediately notified in writing when an individual no longerrequires access to Government classified information, including the voluntary or involuntary separation of employmentof an individual who has been approved for or is being processed for access under the NRC "Personnel SecurityProgram.

(End of Clause)

C.42 SECURITY REQUIREMENTS FOR BUILDING ACCESS APPROVAL (AUG 2011)

The Contractor shall ensure that all its employees, subcontractor employees or consultants who are assigned toperform the work herein for contract performance for periods of more than 30 calendar days at NRC facilities, areapproved by the NRC for unescorted NRC building access.

The Contractor shall conduct a preliminary federal facilities security screening interview or review for each of itsemployees, subcontractor employees, and consultants and submit to the NRC only the names of candidates forcontract performance that have a reasonable probability of obtaining approval necessary for access to NRC's federalfacilities. The Contractor shall pre-screen its applicants for the following:

(a) felony arrest in the last seven (7) years; (b) alcohol related arrest within the last five (5) years; (c) record of anymilitary courts-martial convictions in the past ten (10) years; (d) illegal use of narcotics or other controlled substancespossession in the past year, or illegal purchase, production, transfer, or distribution of narcotics or other controlledsubstances in the last seven (7) years; and (e) delinquency on any federal debts or bankruptcy in the last seven (7)years.

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The Contractor shall make a written record of its pre-screening interview or review (including any informaticn tomitigate the responses to items listed in (a) - (e)), and have the applicant verify the pre-screening record or review,sign and date it. Two (2) copies of the pre-screening signed record or review shall be supplied to the Division ofFacilities and Security, Personnel Security Branch (DFS/PSB) with the Contractor employee's completed buibingaccess application package.

The Contractor shall further ensure that its employees, any subcontractor employees and consultants complete allbuilding access security applications required by this clause within fourteen (14) calendar days of notification byDFS/PSB of initiation of the application process. Timely receipt of properly completed records of the Contraaor'ssigned pre-screening record or review and building access security applications (submitted for candidates that have areasonable probability of obtaining the level of access authorization necessary for access to NRC's facilities) is acontract requirement. Failure of the Contractor to comply with this contract administration requirement may be a basisto cancel the award, or terminate the contract for default, or offset from the contract's invoiced cost or price tte NRC'sincurred costs or delays as a result of inadequate pre-screening by the Contractor. In the event of cancellation ortermination, the NRC may select another firm for contract award.

A Contractor, subcontractor employee or consultant shall not have access to NRC facilities until he/she is a:provedby DFS/PSB. Temporary access may be approved based on a favorable NRC review and discretionary determinationof their building access security forms. Final building access will be approved based on favorably adjudicated checksby the Government. However, temporary access approval will be revoked and the Contractor's employee maysubsequently be denied access in the event the employee's investigation cannot be favorably determined by :he NRC.Such employee will not be authorized to work under any NRC contract requiring building access without the approvalof DFS/PSB. When an individual receives final access, the individual will be subject to a review or reinvestigationevery five (5) or ten (10) years, depending on their job responsibilities at the NRC.

The Government shall have and exercise full and complete control and discretion over granting, denying,withholding, or terminating building access approvals for individuals performing work under this contract. Indiiidualsperforming work under this contract at NRC facilities for a period of more than 30 calendar days shall be requred tocomplete and submit to the Contractor representative an acceptable OPM Standard Form 85 (Questionnaire ior Non-Sensitive Positions), and two (2) FD 258 (Fingerprint Charts). Non-U.S. citizens must provide official documentationto the DFS/PSB, as proof of their legal residency. This documentation can be a Permanent Resident Card,Temporary Work Visa, Employment Authorization Card, or other official documentation issued by the U.S. Citzenshipand Immigration Services. Any applicant with less than five (5) years residency in the U.S. will not be approved forbuilding access. The Contractor shall submit the documents to the NRC Contracting Officer's Representative :COR)who will give them to DFS'PSB.

DFS/PSB may, among other things, grant or deny temporary unescorted building access approval to an indvidualbased upon its review of the information contained in the OPM Standard Form 85 and the Contractor's pre-sc'eeningrecord. Also, in the exercise of its authority, the Government may, among other things, grant or deny permanentbuilding access approval based on the results of its review or investigation. This submittal requirement also applies tothe officers of the firm whc, for any reason, may visit the NRC work sites for an extended period of time duriný theterm of the contract. In the event that DFS/ PSB are unable to grant a temporary or permanent building accessapproval, to any individual performing work under this contract, the Contractor is responsible for assigning anotherindividual to perform the necessary function without any delay in the contract's performance schedule, or withoutadverse impact to any other terms or conditions of the contract. The Contractor is responsible for informing tloseaffected by this procedure of the required building access approval process (i.e., temporary and permanentdeterminations), and the possibility that individuals may be required to wait until permanent building access approvalsare granted before beginning work in NRC's buildings.

CANCELLATION OR TERMINATION OF BUILDING ACCESS/ REQUEST

The Contractor shall immediately notify the PO when a Contractor or subcontractor employee or consultant's needfor NRC building access approval is withdrawn or the need by the Contractor employee's for building accessterminates. The PO will immediately notify DFS/PSB (via e-mail) when a Contractor employee no longer requres

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building access. The Contractor shall be required to return any NRC issued badges to the Contracting Officer'sRepresentative (COR) for return to DFS/FSB (Facilities Security Branch) within three (3) days after their termination.

C.43 SECURITY REQUIREMENTS FOR INFORMATION TECHNOLOGY LEVEL I OR LEVEL II ACCESSAPPROVAL (JUL 2007)

The proposer/Contractor must identify all individuals and propose the level of Information Technology (IT) approvalfor each, using the following guidance. The NRC sponsoring office shall make the final determination of the level, ifany, of IT approval required for all individuals working under this contract. The Government shall have and exercisefull and complete control and discretion over granting, denying, withholding, or terminating IT access approvals forindividuals performing work under this contract.

The Contractor shall conduct a preliminary security interview or review for each IT level I or II access approvalContractor applicant and submit to the Government only the names of candidates that have a reasonable probabilityof obtaining the level of IT security access for which the candidate has been proposed. The Contractor will pre-screenits applicants for the following:

(a) felony arrest in the last seven years; (b) alcohol related arrest within the last five years; (c) record of anymilitary courts-martial convictions in the past ten years; (d) illegal use of narcotics or other controlled substancespossession in the past year, or illegal purchase, production, transfer, or distribution of arcotics or other controlledsubstances in the last seven years; (e) delinquency on any federal debts or bankruptcy in the last seven years.

The Contractor shall make a written record of its pre-screening interview or review (including any information tomitigate the responses to items listed in (a) - (e)), and have the applicant verify the pre-screening record or review,sign and date it. Two copies of the signed Contractors pre-screening record or review will be supplied to FSB/DFSwith the Contractor employee's completed building access application package.

The Contractor shall further ensure that its employees, any subcontractor employees and consultants complete all ITaccess security applications required by this clause within ten business days of notification by FSB/DFS of initiation ofthe application process. Timely receipt of properly completed records of the pre-screening record and IT accesssecurity applications (submitted for candidates that have a reasonable probability of obtaining the level of securityassurance necessary for access to NRC's facilities) is a contract requirement. Failure of the Contractor to comply withthis contract administration requirement may be a basis to cancel the award, or terminate the contract for default, oroffset from the contract's invoiced cost or price the NRC's incurred costs or delays as a result of inadequate pre-screening by the Contractor. In the event of cancellation or termination, the NRC may select another firm for contractaward.

SECURITY REQUIREMENTS FOR IT LEVEL I

Performance under this contract will involve prime Contractor personnel, subcontractors or others who performservices requiring direct access to or operate agency sensitive information technology systems or data (IT Level I).The IT Level I involves responsibility for the planning, direction, and implementation of a computer security program;major responsibility for the direction, planning, and design of a computer system, including hardware and software; orthe capability to access a computer system during its operation or maintenance in such a way that could cause or thathas a relatively high risk of causing grave damage; or the capability to realize a significant personal gain fromcomputer access.

A Contractor employee shall not have access to sensitive information technology systems or data until he/she isapproved by FSB/DFS. Temporary IT access may be approved based on a favorable review or adjudication of theirsecurity forms and checks. Final IT access may be approved based on a favorably review or adjudication. However,temporary access authorization approval will be revoked and the employee may subsequently be denied IT access inthe event the employee's investigation cannot be favorably adjudicated. Such an employee will not be authorized towork under any NRC contract requiring IT access without the approval of FSB/DFS. Where temporary access

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authorization has been revoked or denied, the Contractor is responsible for assigning another individual to perform thenecessary work under this contract without delay to the contract's performance schedule, or without adverse impact toany other terms or conditions of the contract. When an individual receives final IT access, the individual will be subjectto a reinvestigation every ten years.

The Contractor shall submit a completed security forms packet, including the OPM Standard Form (SF) 85P(Questionnaire for Public Trust Positions), two copies of the Contractor's signed pre-screening record and two FD 258fingerprint charts, through the PO to FSB/DFS for review and favorable adjudication, prior to the individual performingwork under this contract. The Contractor shall assure that all forms are accurate, complete, and legible. Based onFSB/DFS review of the Contractor applicant's security forms and/or the receipt of adverse information by NRC, theindividual may be denied access to NRC facilities, sensitive information technology systems or data until a firaldetermination is made of his/her eligibility.

In accordance with NRCAR 2052.204 70 "Security," IT Level I Contractors shall be subject to the attached 1JRCForm 187 (See Section J for List of Attachments) and SF- 85P which furnishes the basis for providing securityrequirements to prime Contractors, subcontractors or others (e.g., bidders) who have or may have an NRC contractualrelationship which requires access to or operation of agency sensitive information technology systems or remotedevelopment and/or analysis of sensitive information technology systems or data or other access to such sysems anddata; access on a continu ng basis (in excess more than 30 calendar days) to NRC buildings; or otherwise requiresissuance of an unescorted NRC badge.

SECURITY REQUIREMENTS FOR IT LEVEL II

Performance under this contract will involve Contractor personnel that develop and/or analyze sensitive infcrmationtechnology systems or data or otherwise have access to such systems or data (IT Level II).

The IT Level II involves esponsibility for the planning, design, operation, or maintenance of a computer sys:em andall other computer or IT positions.

A Contractor employee shall not have access to sensitive information technology systems or data until he/sie isapproved by FSB/DFS. Temporary access may be approved based on a favorable review of their security forms andchecks. Final IT access may be approved based on a favorably adjudication. However, temporary accessauthorization approval will be revoked and the employee may subsequently be denied IT access in the event :heemployee's investigation cannot be favorably adjudicated. Such an employee will not be authorized to work Lnder anyNRC contract requiring IT access without the approval of FSB/DFS. Where temporary access authorization has beenrevoked or denied, the Contractor is responsible for assigning another individual to perform the necessary wo-k underthis contract without delay to the contract's performance schedule, or without adverse impact to any other tems orconditions of the contract. When an individual receives final IT access, the individual will be subject to a review orreinvestigation every ten years.

The Contractor shall submit a completed security forms packet, including the OPM Standard Form (SF) 85F(Questionnaire for Public Trust Positions), two copies of the Contractors signed pre-screening record and twc FD 258fingerprint charts, through the PO to FSB/DFS for review and favorable adjudication, prior to the individual performingwork under this contract. The Contractor shall assure that all forms are accurate, complete, and legible. Based onFSB/DFS review of the Ccntractor applicant's security forms and/or the receipt of adverse information by NRC, theindividual may be denied access to NRC facilities, sensitive information technology systems or data until a finaldetermination is made of his/her eligibility.

In accordance with NRCAR 2052.204 70 "Security," IT Level II Contractors shall be subject to the attached W'RCForm 187 (See Section J for List of Attachments), SF- 85P, and Contractors record of the pre-screening whi(hfurnishes the basis for providing security requirements to prime Contractors, subcontractors or others (e.g. bicders)who have or may have an NRC contractual relationship which requires access to or operation of agency senstiveinformation technology systems or remote development and/or analysis of sensitive information technology systems or

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data or other access to such systems or data; access on a continuing basis (in excess of more than 30 calendar days)to NRC buildings; or otherwise requires issuance of an unescorted NRC badge.

CANCELLATION OR TERMINATION OF IT ACCESS/REQUEST

When a request for IT access is to be withdrawn or canceled, the Contractor shall immediately notify the PO bytelephone in order that he/she will immediately contact FSB/DFS so that the access review may be promptlydiscontinued. The notification shall contain the full name of the individual, and the date of the request. Telephonenotifications must be promptly confirmed by the Contractor in writing to the PO who will forward the confirmation viaemail to FSB/DFS. Additionally, FSB/DFS must be immediately notified in writing when an individual no longerrequires access to NRC sensitive automated information technology systems or data, including the voluntary orinvoluntary separation of employment of an individual who has been approved for or is being processed for IT access.

(End of Clause)

C.44 SECURITY REQUIREMENTS FOR UNESCORTED ACCESS TO NUCLEAR POWER PLANTS(FEB 2004)

Performance under this contract may involve unescorted access to protected and vital areas of nuclear power plantsor access to unclassified Safeguards Information (SGI).

Individual contractors requiring access to protected and vital areas of nuclear power plants or access to unclassified

SGI will be approved for access in accordance with the following procedures:

A. Interim Approval

(a) The contractor shall submit a completed security forms packet, including the SF-86, "Questionnaire for NationalSecurity Positions," fingerprint charts, copies of the contractor's five-year employment and education history checks,including verification of the highest degree obtained, a reference from at least one additional person not provided bythe individual, results of a psychological evaluation, and a certification that the contractor has found all checksacceptable, through the Project Officer to SB/DFS for review and favorable adjudication, prior to the individualperforming work under this contract. Interim access authorization approval will be revoked and the employee maysubsequently be removed from the contract in the event the employee's investigation cannot be favorably adjudicated.Such employee will not be authorized to work under any NRC contract without the approval of SB/DFS. A signedNRC form 570, "Access Authorization Acknowledgment," from the individual that he or she understands his or herresponsibility to report to the NRC, SB/DFS, any information bearing on his or her continued eligibility for accessauthorization as specified in 10 CFR Part 10, Section 10.11 "Criteria" must also be included. The results of apsychological examination, which uses a reliable written personality test or any other professionally accepted clinicalevaluation procedure, will be used to evaluate a subject's trustworthiness, reliability, and stability. The contractor shallreview all required information for accuracy, completeness, and legibility, except Part 2 of the SF,86 which is requiredto be completed in private and submitted by the individual to the contractor in a sealed envelope. Failure of thecontractor to comply with this clause may be a basis to void the notice of selection. In that event, the Governmentmay select another firm for award.

Or,

(b) The individual will arrange to be fingerprinted by the subject utility, and the contractor will submit to the utility'saccess authorization program.

In Section A above, SB/DFS will conduct criminal history and credit checks and a security assurance interview withthe individual.

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Based on the result of these checks, SB/DFS will determine the individual's eligibility for interim access and )rovidean objection or no objection to the sponsoring Office pending completion of the required background investigation byOPM. Interim access authorization approval will be revoked and the employee may subsequently be removed fromthe contract in the event the employee's investigation cannot be favorably adjudicated. Such employee will rot beauthorized to work under any NRC contract without the approval of SB/DFS.

B. Final Approval

(a) The required investigation on the individual has been completed, and is satisfactory, resulting in NRC'sendorsement of the individual's unescorted access at all nuclear facilities.

Or,

(b) The contractor has obtained unescorted access authorization (other than temporary access) at the speciic facilitythrough that utility's access authorization program,

Or,

(c) The individual possesses a valid government issued clearance as verified by SB/DFS. A valid governmeit-issuedclearance is defined as a .U.S. Government-issued security clearance equivalent or higher than an NRC "L" cearance(e.g., Secret) based on a comparable investigation not more than five years old.

If an NRC contract is let to a foreign owned company employing foreign nationals, SB/DFS will attempt to ob'ainsecurity assurance from the respective government that a comparable investigation has been conducted on tieindividual. If an acceptable assurance is obtained, SB/DFS will provide a NO SECURITY OBJECTION withoit furtherinvestigative checks.

The investigation in Section B above may involve Access National Agency Check with Inquiries (ANACI) or dherinvestigation as deemed recessary by SB/DFS in accordance with 10 CFR Part 10 and NRC Management Drectiveand Handbook 12.3. Any questions regarding the individual's eligibility for unescorted access to protected or vitalareas of nuclear power facilities will be resolved in accordance with the provisions specified in 10 CFR Part 10, whichis incorporated into the contract by reference as though fully set forth herein.

Any questions regarding ihe individual's eligibility for access to nuclear power reactor SGI will be resolved inaccordance with the provisions set forth in Management Directive 12.3. Based on the review of the applicant'3security forms by SB/DFS and/or the receipt of adverse information by NRC, the individual may be denied access tonuclear power reactor SGI until a final determination of his or her eligibility for access is made under the provisions of10 CFR Part 10. During the processing by SB/DFS of new individuals for access to nuclear power reactor SCI,access may be granted urder licensee programs.

C. Fitness for Duty

Pursuant to NRC policy, all contract individuals proposed for performance of task orders requiring unescortec accessto nuclear power plants wi I be subject to the requirements of the licensee's Fitness.for.Duty program.

D. Basic Exposure Control and Personnel Dosimetry Training Requirements

The contractor shall certif/ that personnel utilized under the scope of work herein have completed basic exposurecontrol and personnel dosimetry training sufficient to meet the requirements of commercial nuclear power plarts forunescorted access. Training will be provided on a one-time basis, upon issuance of the applicable task orders), forthose individual(s) for whom the contractor cannot certify as to having completed the above training within the pastyear. Site specific training obtained at each site will still be required during the performance of individual task orders inaddition to the basic training.

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C.45 SECURITY REQUIREMENTS RELATING TO THE PRODUCTION OF REPORT(S) OR THEPUBLICATION OF RESULTS UNDER CONTRACTS, AGREEMENTS, AND GRANTS (AUG 2011)

Review and Approval of Reports

(a) Reporting Requirements. The contractor/grantee shall comply with the terms and conditions of the contract/grantregarding the contents of the draft and final report, summaries, data, and related documents, to include correcting,deleting, editing, revising, modifying, formatting, and supplementing any of the information contained therein, at noadditional cost to the NRC. Performance under the contract/grant will not be deemed accepted or completed until itcomplies with the NRC's directions. The reports, summaries, data, and related documents will be considered draft untilapproved by the NRC. The contractor/ grantee agrees that the direction, determinations, and decisions on approval ordisapproval of reports, summaries, data, and related documents created under this contract/grant remain solely withinthe discretion of the NRC.

(b) Publication of Results. Prior to any dissemination, display, publication, or release of articles, reports, summaries,data, or related documents developed under the contract/grant, the contractor/grantee shall submit them to the NRCfor review and approval. The contractor/ grantee shall not release, disseminate, display or publish articles, reports,summaries, data, and related documents, or the contents therein, that have not been reviewed and approved by theNRC for release, display, dissemination or publication. The contractor/grantee agrees to conspicuously place anydisclaimers, markings or notices, directed by the NRC, on any articles, reports, summaries, data, and relateddocuments that the contractor/grantee intends to release, display, disseminate or publish to other persons, the public,or any other entities. The contractor/grantee agrees, and grants, a royalty-free, nonexclusive, irrevocable worldwidelicense to the government, to use, reproduce, modify, distribute, prepare derivative works, release, display or disclosethe articles, reports, summaries, data, and related documents developed under the contract/grant, for anygovernmental purpose and to have or authorize others to do so.

(c) Identification/Marking of Sensitive Unclassified Non-Safeguards Information (SUNSI) and Safeguards Information(SGI). The decision, determination, or direction by the NRC that information possessed, formulated or produced by thecontractor/grantee constitutes SUNSI or SGI is solely within the authority and discretion of the NRC. In performing thecontract/grant, the contractor/grantee shall clearly mark SUNSI and SGI, to include for example, OUO-AllegationInformation or OUO-Security Related Information on any reports, documents, designs, data, materials, and writteninformation, as directed by the NRC. In addition to marking the information as directed by the NRC, the contractorshall use the applicable NRC cover sheet (e.g., NRC Form 461 Safeguards Information) in maintaining these recordsand documents. The contractor/grantee shall ensure that SUNSI and SGI is handled, maintained and protected fromunauthorized disclosure, consistent with NRC policies and directions. The contractor/grantee shall comply with therequirements to mark, maintain, and protect all information, including documents, summaries, reports, data, designs,and materials in accordance with the provisions of Section 147 of the Atomic Energy Act of 1954 as amended, itsimplementing regulations (10 CFR 73.21), Sensitive Unclassified Non-Safeguards and Safeguards Informationpolicies, and NRC Management Directives and Handbooks 12.5, 12.6 and 12.7.

(d) Remedies. In addition to any civil, criminal, and contractual remedies available under the applicable laws andregulations, failure to comply with the above provisions, and/or NRC directions, may result in suspension, withholding,or offsetting of any payments invoiced or claimed by the contractor/grantee.

(e) Flowdown. If the contractor/grantee intends to enter into any subcontracts or other agreements to perform thiscontract/grant, the contractor/grantee shall include all of the above provisions in any subcontracts or agreements.

C.46 USE OF AUTOMATED CLEARING HOUSE (ACH) ELECTRONIC PAYMENT/REMITTANCEADDRESS (AUG 2011)

The Debt Collection Improvement Act of 1996 requires that all Federal payments except IRS tax refunds be made byElectronic Funds Transfer. It is the policy of the Nuclear Regulatory Commission to pay government vendors by the

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Automated Clearing House (ACH) electronic funds transfer payment system. Item 15C of the Standard Forrr 33 maybe disregarded.

C.47 WHISTLEBLOWER PROTECTION FOR NRC CONTRACTOR AND SUBCONTRACTOREMPLOYEES (AUG 2011)

(a) The U.S. Nuclear Regulatory Commission (NRC) contractor and its subcontractor are subject to theWhistleblower Employee Protection public law provisions as codified at 42 U.S.C. 5851. NRC contractor(s) aidsubcontractor(s) shall comply with the requirements of this Whistleblower Employee Protection law, and theimplementing regulations Df the NRC and the Department of Labor (DOL). See, for example, DOL Procedures onHandling Complaints at 29 C.F.R. Part 24 concerning the employer obligations, prohibited acts, DOL proceduxes andthe requirement for prominent posting of notice of Employee Rights at Appendix A to Part 24 entitled: "Your RghtsUnder the Energy Reorganization Act".

(b) Under this Whistleblower Employee Protection law, as implemented by regulations, NRC contractor andsubcontractor employees are protected from discharge, reprisal, threats, intimidation, coercion, blacklisting orotheremployment discrimination practices with respect to compensation, terms, conditions or privileges of their employmentbecause the contractor or subcontractor employee(s) has provided notice to the employer, refused to engage inunlawful practices, assisted in proceedings or testified on activities concerning alleged violations of the Atomic EnergyAct of 1954 (as amended) and the Energy Reorganization Act of 1974 (as amended).

(c) The contractor shall insert this or the substance of this clause in any subcontracts involving work perforrredunder this contract.

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NRC-HQ-12-C-38-0099 Section D

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

1. Attachment I - Work Order Form2. Attachment 2 - Billing Instructions for Fixed Price Contracts3. Attachment 3 - Billing Instructions for Fixed Price Contracts4. Attachment 4 - NRC Acquisition Regulation (48 CFR Chapter 20) Subpart 2009.5 Organizational Conflicts of

Interest5. Attachment 5 - Conflict of Interest - Limitations

D-1


ATTACHIMENT 1

WORK ORDER FORM

CONTRACT NO:CONTRACTOR:

ORDER NO:DATE ORDER PLACED:DELIVERY DUE NO LATER THAN:

NRC PROJECT OFFICER: TELEPHONE NO:

Services Required:

Time, Place and Duration of Services:

Special Packaging or Shipping Requirements (if any):

Project Officer ContractorI hereby accept the services requested

TOTAL ESTIMATED AMOUNT OF WORK ORDER:

D-2


ATTACHMENT 2BILLING INSTRUCTIONS FOR

FIXED-PRICE TYPE CONTRACTS (JULY 2011)

General: During performance and through final payment of this contract, the contractor is responsible for theaccuracy and completeness of data within the Central Contractor Registration (CCR) database and for any liabilityresulting from the Government's reliance on inaccurate or incomplete CCR data.

The contractor shall prepare invoices/vouchers for payment of deliverables identified in the contract, in the mannerdescribed herein. FAILURE TO SUBMIT INVOICESNOUCHERS IN ACCORDANCE WITH THESE INSTRUCTIONSMAY RESULT IN REJECTION OF THE INVOICENOUCHER AS IMPROPER.

Standard Forms: Payment requests for completed work, in accordance with the contract, shall be submitted on thepayee's letterhead, invoice/voucher, or on the Government's Standard Form 1034, "Public Voucher for Purchases andServices Other than Personal," and Standard Form 1035, "Public Voucher for Purchases Other than Personal--Continuation Sheet."

Electronic InvoiceNoucher Submissions: The preferred method of submitting invoices/vouchers is electronically tothe U.S. Department of the Interior's National Business Center, via email to: NRCPayments NBCDenverCdNBC.Qov.

Hard-Copy InvoiceNoucher Submissions: If you submit a hard-copy of the invoice/voucher, a signed original andsupporting documentation shall be submitted to the following address:


Purchase of Capital Property: ($50, 000 or more with life of one year or longer)

Contractors must report to the Contracting Officer, electronically, any capital property acquired with contract fundshaving an initial cost of $50,000 or more, in accordance with procedures set forth in NRC Management Directive (MD)13.1, IV, C - "Reporting Requirements" (revised 2/16/2011).

Agency Payment Office: Payment will continue to be made by the office designated in the contract in Block 12 ofStandard Form 26, Block 25 of Standard Form 33, or Block 18a of Standard Form 1449, whichever is applicable.

Frequency: The contractor shall submit invoices/vouchers for payment once each month, unless otherwiseauthorized by the Contracting Officer.

Format: InvoicesNouchers shall be submitted in the format depicted on the attached sample form entitled"InvoiceNoucher for Purchases and Services Other Than Personal". Alternate formats are permissible only if theyaddress all requirements of the Billing Instructions. The instructions for preparation and itemization of theinvoice/voucher are included with the sample form.

Task Order Contracts: The contractor must submit a separate invoice/voucher for each individual task order withpricing information. This includes items discussed in paragraphs (a) through (p) of the attached instructions. Inaddition, the invoice/voucher must specify the contract number, and the NRC-assigned task/delivery order number.

Final vouchers/invoices shall be marked "FINAL INVOICE" or "FINAL VOUCHER".

Currency: InvoicesNouchers must be expressed in U.S. Dollars.

D-3


Supersession: These insiructions supersede previous Billing Instructions for Fixed-Price Type Contracts (June 2008).

D-4

NRC-HO-12-C-38-0099 Section D

INVOICE/VOUCHER FOR PURCHASES AND SERVICES OTHER THAN PERSONAL(SAMPLE FORMAT - COVER SHEET)

1. Official Agency Billing Office


2. Invoice/Voucher Information

a. Payee's DUNS Number or DUNS+4. The Payee shall include the Payee's Data Universal Number (DUNS) orDUNS+4 number that identifies the Payee's name and address. The DUNS+4 number is the DUNS number plus a 4-character suffix that may be assigned at the discretion of the Payee to identify alternative Electronic Funds Transfer(EFT) accounts for the same parent concern.

b. Payee's Name and Address. Show the name of the Payee as it appears in the contract and its correct address.Where the Payee is authorized to assign the proceeds of this contract in accordance with the clause at FAR 52.232-23, the Payee shall require as a condition of any such assignment, that the assignee shall register separately in theCentral Contractor Registration (CCR) database at http://www.ccr.gov and shall be paid by EFT in accordance withthe terms of this contract. See Federal Acquisition Regulation 52.232-33(g) Payment by Electronic Funds Transfer -Central Contractor Registration (October 2003).

c. Contract Number. Insert the NRC contract number (including Enterprise-wide Contract (EWC)), GSA FederalSupply Schedule (FSS), Governmentwide Agency Contract (GWAC) number, or Multiple Agency Contract (MAC)number, as applicable.

d. Task Order Number. Insert the task/delivery order number (If Applicable). Do not include more than one taskorder per invoice or the invoice may be rejected as improper.

e. InvoiceNoucher. The appropriate sequential number of the invoice/voucher, beginning with 001 should bedesignated. Contractors may also include an individual internal accounting number, if desired, in addition to the 3-digitsequential number.

f. Date of InvoiceNoucher. Insert the date the invoice/voucher is prepared.

g. Billing Period. Insert the beginning and ending dates (day, month, year) of the period during which deliverableswere completed and for which payment is requested.

h. Description of Deliverables. Provide a brief description of supplies or services, quantity, unit price, and total price.

i. Work Completed. Provide a general summary description of the services performed or products submitted for theinvoice period and specify the section or Contract Line Item Number (CLIN) or SubCLIN in the contract pertaining tothe specified contract deliverable(s).

j. Shipping. Insert weight and zone of shipment, if shipped by parcel post.

k. Charges for freight or express shipments. Attach prepaid bill if shipped by freight or express.

I. Instructions. Include instructions to consignee to notify the Contracting Officer of receipt of shipment.

D-5


m. For Indefinite Delivery contracts, the final invoice/voucher shall be marked FINAL INVOICE" or "FINALVOUCHER".

n. Total Amount Billed. Insert columns for total amounts for the current and cumulative periods.

o. Adiustments. Insert columns for any adjustments, including outstanding suspensions for deficient or defectiveproducts or nonconforming services, for the current and cumulative periods.

p. Grand Totals.

D-6


ATTACHMENT 3

BILLING INSTRUCTIONS FORLABOR HOUR/TIME AND MATERIALS TYPE CONTRACTS (JULY 2011)

General: During performance and through final payment of this contract, the contractor is responsible for theaccuracy and completeness of data within the Central Contractor Registration (CCR) database and for any liabilityresulting from the Government's reliance on inaccurate or incomplete CCR data.

The contractor shall prepare invoices/vouchers for reimbursement of costs in the manner and format described herein.FAILURE TO SUBMIT INVOICESNOUCHERS IN ACCORDANCE WITH THESE INSTRUCTIONS WILL RESULT INREJECTION OF THE INVOICENOUCHER AS IMPROPER.

Standard Forms: Claims shall be submitted on the payee's letterhead, invoice/voucher, or on the Government'sStandard Form 1034, "Public Voucher for Purchases and Services Other than Personal," and Standard Form 1035,"Public Voucher for Purchases Other than Personal--Continuation. Sheet."

Electronic Invoice/Voucher Submissions: The preferred method of submitting vouchers/invoices is electronically tothe U.S. Department of the Interior's National Business Center, via email to: NRCPayments NBCDenver(@NBC.aov.

Hard-Copy Involce/Voucher Submissions: If you submit a hard-copy of the invoice/voucher, a signed original andsupporting documentation shall be submitted to the following address:


Purchase of Capital Property: ($50,000 or more with life of one year or longer)

Contractors must report to the Contracting Officer, electronically, any capital property acquired with contract fundshaving an initial cost of $50,000 or more, in accordance with procedures set forth in NRC Management Directive (MD)13.1, IV, C - "Reporting Requirements" (revised 2/16/2011).

Agency Payment Office: Payment will continue to be made by the office designated in the contract in Block 12 of theStandard Form 26, or Block 25 of the Standard Form 33, whichever is applicable.

Frequency: The contractor shall submit claims for reimbursement once each month, unless otherwise authorized bythe Contracting Officer.

Format: InvoicesNouchers shall be submitted in the format depicted on the attached sample form entitled"InvoiceNoucher for Purchases and Services Other Than Personal". Alternate formats are permissible only if theyaddress all requirements of the Billing Instructions. The instructions for preparation and itemization of theinvoice/voucher are included with the sample form.

Task Order Contracts: The contractor must submit a separate invoice/voucher for each individual task order withdetailed cost information. This includes all applicable cost elements and other items discussed in paragraphs (a)through (q) of the attached instructions. In addition, the invoice/voucher must specify the contract number, and theNRC-assigned task/delivery order number.

Billing of Costs after Expiration of Contract: If costs are incurred during the contract period and claimed after thecontract has expired, you must cite the period during which these costs were incurred. To be considered a properexpiration invoice/voucher, the contractor shall clearly mark it "EXPIRATION INVOICE" or "EXPIRATION VOUCHER".

D-7


Final invoices/vouchers shall be marked "FINAL INVOICE" or "FINAL VOUCHER".

Currency: InvoicesNouchers must be expressed in U.S. Dollars.

Supersession: These instructions supersede previous Billing Instructions for Labor Hour/Time and Materials TypeContracts (June 2008).

D-8


INVOICEIVOUCHER FOR PURCHASES AND SERVICES OTHER THAN PERSONAL(SAMPLE FORMAT - COVER SHEET)

1. Official Agency Billing Office


2. InvoiceNoucher Information

a. Payee's DUNS Number or DUNS+4. The Payee shall include the Payee's Data Universal Number (DUNS) orDUNS+4 number that identifies the Payee's name and address. The DUNS+4 number is the DUNS number plus a 4-character suffix that may be assigned at the discretion of the Payee to identify alternative Electronic Funds Transfer(EFT) accounts for the same parent concern.

b. Payee's Name and Address. Show the name of the Payee as it appears in the contract and its correct address. Ifthe Payee assigns the proceeds of this contract as provided for in the assignment of claims terms of this contract, thePayee shall require as a condition of any such assignment, that the assignee shall register separately in the CentralContractor Registration (CCR) database at http://www.ccr.gov and shall be paid by EFT in accordance with the termsof this contract. See Federal Acquisition Regulation 52.232-33(g) Payment by Electronic Funds Transfer - CentralContractor Registration (October 2003).

c. Contract Number. Insert the NRC contract number (including Enterprise-wide Contract (EWC)), GSA FederalSupply Schedule (FSS), Governmentwide Agency Contract (GWAC) number, or Multiple Agency Contract (MAC)number, as applicable.

d. Task Order Number. Insert the task/delivery order number (If Applicable). Do not include more than one taskorder per invoice or the invoice may be rejected as improper.

e. InvoiceNoucher. The appropriate sequential number of the invoice/voucher, beginning with 001 should bedesignated. Contractors may also include an individual internal accounting number, if desired, in addition to the 3-digitsequential number.

f. Date of InvoiceNoucher. Insert the date the invoice/voucher is prepared.

g. Billing period. Insert the beginning and ending dates (day, month, year) of the period during which costs wereincurred and for which reimbursement is requested.

h. Labor Hours Expended. Provide a general summary description of the services performed and associated laborhours utilized during the invoice period. Specify the Contract Line Item Number (CLIN) or SubCLIN, as applicable,and information pertaining to the contract's labor categories/positions, and corresponding authorized hours.

i. Property. For contractor acquired property, list each item with an initial acquisition cost of $50,000 or more andprovide: (1) an item description, (2) manufacturer, (3) model number,(4) serial number, (5) acquisition cost, (6) date of purchase, and (7) a copy of the purchasing document.

j. Shipping. Insert weight and zone of shipment, if shipped by parcel post.

k. Charges for freight or express shipments. Attach prepaid bill if shipped by freight or express.

D-9

NRC-HQ-12-C-38-0099 Section OI. Instructions. Include instructions to consignee to notify the Contracting Officer of receipt of shipment.

m. For Indefinite Delivery contracts, the final invoice/voucher shall be marked "FINAL INVOICE" or "FINALVOUCHER".

n. Direct Costs. Insert the amount billed for the following cost elements, adjustments, suspensions, and totaamounts, for both the current billing period and for the cumulative period (from contract inception to end dateof thisbilling period).

(1) Direct (Burdened) Labor. This consists of salaries and wages paid (or accrued) for direct performanceof the contract itemized, including a burden (or load) for indirect costs (i.e., fringe, overhead, General andAdministrative, as applicable), and profit component, as follows:

Labor Hours Burdened CumulativeCategory Billed Hourly Rate Total Hours Billed

(2) Contractor-acquired property ($50,000 or more). List each item costing $50,000 or more and laving alife expectancy of more than one year. List only those items of equipment for which reimbursement isrequested. For each such item, list the following (as applicable): (a) an item description, (b) manufacturer, (c)model number, (d) serial number, (e) acquisition cost, (f) date of purchase, and (g) a copy of the purctasingdocument.

(3) Contractor-acquired property (under $50,000), Materials, and Supplies. These are equipment )therthan that described in (2) above, plus consumable materials and supplies. List by category. List item,, valuedat $1,000 or more separately. Provide the item number for each piece of equipment valued at $1,000 )r more.

(4) Materials Handling Fee. Indirect costs allocated to direct materials in accordance the contractor's usualaccounting procedures.

(5) Consultant Fee. The supporting information must include the name, hourly or daily rate of the

consultant, and reference the NRC approval (if not specifically approved in the original contract).

(6) Travel. Total costs associated with each trip must be shown in the following format:

Star Date Destination CostsFrom To From To $

(Must include separate detailed costs for airfare, per diem, and other transportation expenses. All cost, mustbe adequately supported by copies of receipts or other documentation.)

(7) Subcontracts. Include separate detailed breakdown of all costs paid to approved subcontractors duringthe billing period.

o. Total Amount Billed. Insert columns for total amounts for the current and cumulative periods.

p. Adiustments. Insert columns for any adjustments, including outstanding suspensions for unsupported or

unauthorized hours or costs, for the current and cumulative periods.

q. Grand Totals.

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3. Sample InvoiceNoucher Information

Sample InvoiceNoucher Information (Supporting Documentation must be attached)

This invoice/voucher represents reimbursable costs for the billing period from through____

Amount BilledCurrent Period Cumulative

(a) Direct Costs

(1) Direct burdened labor $ $.(2) Government property ($50,000 or more) $. $.(3) Government property, Materials, and

Supplies (under $50,000 per item) $ $(4) Materials Handling Fee $. $(5) Consultants Fee $. $.(6) Travel $. $(7) Subcontracts $. $

Total Direct Costs: $ - $

(b) Total Amount Billed $ $

(c) Adjustments (+/-) $ $

(d) Grand Total $ $

(The invoice/voucher format provided above must include information similar to that included below in the following toensure accuracy and completeness.)

SAMPLE SUPPORTING INFORMATION

The budget information provided below is for format purposes only and is illustrative.

Cost Elements:

1) Direct Burdened Labor - $4,800Labor

Hours Burdened CumulativeCategory Billed Rate Total Hours BilledSenior Engineer I 100 $28.00 $2,800 975Engineer 50 $20.00 $1,000 465Computer Analyst 100 $10.00 $1000 320

$4,800 1,760 hrs.Burdened labor rates must come directly from the contract.

2) Government-furnished and contractor-acquired property ($50,000 or more) - $60,000

Prototype Spectrometer - item number 1000-01 = $60,000

3) Government-furnished and contractor-acquired property (under $50,000). Materials, andSupplies - $2,000

10 Radon tubes @ $110.00 = $1,100

D-1 I


6 Pairs Electrostatic gloves @ $150.00 = $ 900$2,000

4) Materials Handling Fee - $40

(2% of $2,000 in item #3)

5) Consultants' Fee - $100

Dr. Carney - 1 hour fully-burdened @ $100 = $100

6) Travel - $2,640

(i) Airfare: (2 Roundtrip trips for 1 person @ $300 per r/t ticket)

Start Date End Date Days From To Cost4/1/2011 4/7/2011 7 Philadelphia, PA Wash, D.C. $3007/1/2011 7/8/2011 8 Philadelphia, PA Wash, D.C. $300

(ii) Per Diem: $136/day x 15 days = $2,040

7) Subcontractinq - $30,000

Company A = $10,000Company B = $20.000

$30,000

(EX: Subcontracts for Companies A & B were consented to by the Contracting Officer by letter dated6/15/2011.)

Total Amount Billed $99,580Adjustments (+/-) 0Grand Total $99,580

4. Definitions

Material handling costs. When included as part of material costs, material handling costs shall include only costsclearly excluded from the labor-hour rate. Material handling costs may include all appropriate indirect costs alocatedto direct materials in accordance with the contractor's usual accounting procedures.

D-1 2


ATTACHMENT 4

Subpart 2009.5 Organizational Conflicts of Interest

§2009.500 Scope of subpart.

In accordance with 42 U.S.C. 2210a. NRC acquisitions are processed in accordance with §2009.570, which takesprecedence over FAR 9.5 with respect to organizational conflicts of interest. Where non-conflicting guidance appearsin FAR 9.5, that guidance must be followed.

§2009.570 NRC organizational conflicts of interest.

§2009.570-1 Scope of policy.

(a) It is the policy of NRC to avoid, eliminate, or neutralize contractor organizational conflicts of interest. The NRCachieves this objective by requiring all prospective contractors to submit information describing relationships, if any,with organizations or persons (including those regulated by the NRC) which may give rise to actual or potentialconflicts of interest in the event of contract award.

(b) Contractor conflict of interest determinations cannot be made automatically or routinely. The application of soundjudgment on virtually a case-by-case basis is necessary if the policy is to be applied to satisfy the overall publicinterest. It is not possible to prescribe in advance a specific method or set of criteria which would serve to identify andresolve all of the contractor conflict of interest situations that might arise. However, examples are provided in theseregulations to guide application of this policy guidance. The ultimate test is as follows: Might the contractor, if awardedthe contract, be placed in a position where its judgment may be biased, or where it may have an unfair competitiveadvantage?

(c) The conflict of interest rule contained in this subpart applies to contractors and offerors only. Individuals or firmswho have other relationships with the NRC (e.g., parties to a licensing proceeding) are not covered by this regulation.This rule does not apply to the acquisition of consulting services through the personnel appointment process, NRCagreements with other Government agencies, international organizations, or state, local, or foreign Governments.Separate procedures for avoiding conflicts of interest will be employed in these agreements, as appropriate.

§2009.570-2 Definitions.

Affiliates means business concerns which are affiliates of each other when either directly or indirectly one concern orindividual controls or has the power to control another, or when a third party controls or has the power to control both.

Contract means any contractual agreement or other arrangement with the NRC except as provided in §2009.570-1(c).

Contractor means any person, firm, unincorporated association, joint venture, co-sponsor, partnership, corporation,affiliates thereof, or their successors in interest, including their chief executives, directors, key personnel (identified inthe contract), proposed consultants or subcontractors, which are a party to a contract with the NRC.

Evaluation activities means any effort involving the appraisal of a technology, process, product, or policy.

Offeror or prospective contractor means any person, firm, unincorporated association, joint venture, co-sponsor,partnership, corporation, or their affiliates or successors in interest, including their chief executives, directors, keypersonnel, proposed consultants, or subcontractors, submitting a bid or proposal, solicited or unsolicited, to the NRCto obtain a contract.

Organizational conflicts of interest means that a relationship exists whereby a contractor or prospective contractor haspresent or planned interests related to the work to be performed under an NRC contract which:

(1) May diminish its capacity to give impartial, technically sound, objective assistance and advice, or may otherwiseresult in a biased work product; or

D-1 3


(2) May result in its being given an unfair competitive advantage.

Potential conflict of interest means that a factual situation exists that suggests that an actual conflict of interest mayarise from award of a proposed contract. The term potential conflict of interest is used to signify those situatkns that

(1) Merit investigation before contract award to ascertain whether award would give rise to an actual conflict; or

(2) Must be reported to the contracting officer for investigation if they arise during contract performance.

Research means any scientific or technical work involving theoretical analysis, exploration, or expenmentatim.

Subcontractor means any subcontractor of any tier who performs work under a contract with the NRC exceptsubcontracts for supplies and subcontracts in amounts not exceeding $10,000.

Technical consulting and nanagement support services means internal assistance to a component of the NFC in theformulation or administraton of its programs, projects, or policies which normally require that the contractor be givenaccess to proprietary information or to information that has not been made available to the public. These seNcestypically include assistance in the preparation of program plans, preliminary designs, specifications, or staterrents ofwork.

§2009.570-3 Criteria for recognizing contractor organizational conflicts of interest.

(a) General.

(1) Two questions will be asked in determining whether actual or potential organizational conflicts of interest exist:

(i) Are there conflicting roles which might bias an offeror's or contractor's judgment in relation to its work for tlWe NRC?

(ii) May the offeror or contractor be given an unfair competitive advantage based on the performance of the contract?

(2) NRC's ultimate determination that organizational conflicts of interest exist will be made in light of common senseand good business judgment based upon the relevant facts. While it is difficult to identify and to prescribe in advancea specific method for avoiding all of the various situations or relationships that might involve potential organizationalconflicts of interest, NRC personnel will pay particular attention to proposed contractual requirements that call for therendering of advice, consultation or evaluation activities, or similar activities that directly lay the groundwork fc.r theNRC's decisions on regulatory activities, future procurements, and research programs. Any work performed at anapplicant or licensee site will also be closely scrutinized by the NRC staff.

(b) Situations or relationsHps. The following situations or relationships may give rise to organizational conflicts ofinterest:

(1) The offeror or contractor shall disclose information that may give rise to organizational conflicts of interest inderthe following circumstances. The information may include the scope of work or specification for the requiremelt beingperformed, the period of performance, and the name and telephone number for a point of contact at the orgarizationknowledgeable about the commercial contract.

(i) Where the offeror or contractor provides advice and recommendations to the NRC in the same technical areawhere it is also providing consulting assistance to any organization regulated by the NRC.

(ii) Where the offeror or contractor provides advice to the NRC on the same or similar matter on which it is als)providing assistance to any organization regulated by the NRC.

(iii) Where the offeror or contractor evaluates its own products or services, or has been substantially involved n thedevelopment or marketing of the products or services of another entity.

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NRC-HQ-1 2-C-38-0099 Section D

(iv) Where the award of a contract would result in placing the offeror or contractor in a conflicting role in which itsjudgment may be biased in relation to its work for the NRC, or would result in an unfair competitive advantage for theofferor or contractor.

(v) Where the offeror or contractor solicits or performs work at an applicant or licensee site while performing work inthe same technical area for the NRC at the same site.

(2) The contracting officer may request specific information from an offeror or contractor or may require specialcontract clauses such as provided in §2009.570-5(b) in the following circumstances:

(i) Where the offeror or contractor prepares specifications that are to be used in competitive procurements of productsor services covered by the specifications.

(ii) Where the offeror or contractor prepares plans for specific approaches or methodologies that are to beincorporated into competitive procurements using the approaches or methodologies.

(iii) Where the offeror or contractor is granted access to information not available to the public concerning NRC plans,

policies, or programs that could form the basis for a later procurement action.

(iv) Where the offeror or contractor is granted access to proprietary information of its competitors.

(v) Where the award of a contract might result in placing the offeror or contractor in a conflicting role in which itsjudgment may be biased in relation to its work for the NRC or might result in an unfair competitive advantage for theofferor or contractor.

(c) Policy application guidance. The following examples are illustrative only and are not intended to identify andresolve all contractor organizational conflict of interest situations.

(1)(i) Example. The ABC Corp., in response to a Request For Proposal (RFP), proposes to undertake certain analysesof a reactor component as called for in the RFP. The ABC Corp. is one of several companies considered to betechnically well qualified. In response to the inquiry in the RFP, the ABC Corp. advises that it is currently performingsimilar analyses for the reactor manufacturer.

(ii) Guidance. An NRC contract for that particular work normally would not be awarded to the ABC Corp. because thecompany would be placed in a position in which its judgment could be biased in relationship to its work for the NRC.Because there are other well-qualified companies available, there would be no reason for considering a waiver of thepolicy.

(2)(i) Example. The ABC Corp., in response to an RFP, proposes to perform certain analyses of a reactor componentthat is unique to one type of advanced reactor. As is the case with other technically qualified companies responding tothe RFP, the ABC Corp. is performing various projects for several different utility clients. None of the ABC Corp.projects have any relationship to the work called for in the RFP. Based on the NRC evaluation, the ABC Corp. isconsidered to be the best qualified company to perform the work outlined in the RFP.

(ii) Guidance. An NRC contract normally could be awarded to the ABC Corp. because no conflict of interest existswhich could motivate bias with respect to the work. An appropriate clause would be included in the contract topreclude the ABC Corp. from subsequently contracting for work with the private sector that could create a conflictduring the performance of the NRC contract. For example, ABC Corp. would be precluded from the performance ofsimilar work for the company developing the advanced reactor mentioned in the example.

(3)(i) Example. The ABC Corp., in response to a competitive RFP, submits a proposal to assist the NRC in revisingNRC's guidance documents on the respiratory protection requirements of 10 CFR Part 20. ABC Corp. is the only firmdetermined to be technically acceptable. ABC Corp. has performed substantial work for regulated utilities in the pastand is expected to continue similar efforts in the future. The work has and will cover the writing, implementation, andadministration of compliance respiratory protection programs for nuclear power plants.

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(ii) Guidance. This situation would place the firm in a role where its judgment could be biased in relationship 'o its workfor the NRC. Because the nature of the required work is vitally important in terms of the NRC's responsibilities and noreasonable alternative exsts, a waiver of the policy, in accordance with §2009.570-9 may be warranted. Anywaivermust be fully documentec in accordance with the waiver provisions of this policy with particular attention to tteestablishment of protective mechanisms to guard against bias.

(4)(i) Example. The ABC Corp. submits a proposal for a new system to evaluate a specific reactor componert'sperformance for the purpose of developing standards that are important to the NRC program. The ABC Corp hasadvised the NRC that it intends to sell the new system to industry once its practicability has been demonstratbd. Othercompanies in this business are using older systems for evaluation of the specific reactor component.

(ii) Guidance. A contract could be awarded to the ABC Corp. if the contract stipulates that no information producedunder the contract will be used in the contractor's private activities unless this information has been reported :o theNRC. Data on how the reactor component performs, which is reported to the NRC by contractors, will normaly bedisseminated by the NRC to others to preclude an unfair competitive advantage. When the NRC furnishes inbormationabout the reactor component to the contractor for the performance of contracted work, the information may not beused in the contractors private activities unless the information is generally available to others. Further, the c)ntractwill stipulate that the contractor will inform the NRC contracting officer of all situations in which the information,developed about the performance of the reactor component under the contract, is proposed to be used.

(5)(i) Example. The ABC Corp., in response to a RFP, proposes to assemble a map showing certain seismologicalfeatures of the Appalachian fold belt. In accordance with the representation in the RFP and §2009.570-3(b)(1)(i), ABCCorp. informs the NRC that it is presently doing seismological studies for several utilities in the eastern United States,but none of the sites are within the geographic area contemplated by the NRC study.

(ii) Guidance. The contracting officer would normally conclude that award of a contract would not place ABC Corp. in aconflicting role where its judgment might be biased. Section 2052.209-72(c) Work for Others, would precludeABCCorp. from accepting work which could create a conflict of interest during the term of the NRC contract.

(6)(i) Example. AD Division of ABC Corp., in response to a RFP, submits a proposal to assist the NRC in the 3afetyand environmental review of applications for licenses for the construction, operation, and decommissioning oi fuelcycle facilities. ABC Corp. is divided into two separate and distinct divisions, AD and BC. The BC Division peeormsthe same or similar services for industry. The BC Division is currently providing the same or similar services rquiredunder the NRC's contract for an applicant or licensee.

(ii) Guidance, An NRC contract for that particular work would not be awarded to the ABC Corp. The AD Divisbn couldbe placed in a position to pass judgment on work performed by the BC Division, which could bias its work for NRC.Further, the Conflict of Interest provisions apply to ABC Corp. and not to separate or distinct divisions within tiecompany. If no reasonable alternative exists, a waiver of the policy could be sought in accordance with §200%.570-9.

(7)(i) Example. The ABC Corp. completes an analysis for NRC of steam generator tube leaks at one of a utilit/'s sixsites. Three months later, ABC Corp. is asked by this utility to perform the same analysis at another of its sites.

(ii) Guidance. Section 2052.290-72(c)(3) would prohibit the contractor from beginning this work for the utility Lntil oneyear after completion of the NRC work at the first site.

(8)(i) Example. ABC Corp. is assisting NRC in a major on-site analysis of a utility's redesign of the common a-easbetween its twin reactors. The contract is for two years with an estimated value of $5 million. Near the completion ofthe NRC work, ABC Corp. requests authority to solicit for a $1 00K contract with the same utility to transport swent fuelto a disposal site. ABC Ccrp. is performing no other work for the utility.

(ii) Guidance. The Contracting Officer would allow the contractor to proceed with the solicitation because it is iot in thesame technical area as the NRC work; and the potential for technical bias by the contractor because of financial ties tothe utility is slight due to the relative value of the two contracts.

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NRC-HQ-1 2-C-38-0099 Section D

(9)(i) Example. The ABC Corp. is constructing a turbine building and installing new turbines at a reactor site. Thecontract with the utility is for five years and has a total value of $100 million. ABC Corp. has responded to an NRCRequest For Proposal requiring the contractor to participate in a major team inspection unrelated to the turbine work atthe same site. The estimated value of the contract is $75K.

(ii) Guidance. An NRC contract would not normally be awarded to ABC Corp. because these factors create the

potential for financial loyalty to the utility that may bias the technical judgment of the contractor.

(d) Other considerations.

(1) The fact that the NRC can identify and later avoid, eliminate, or neutralize any potential organizational conflictsarising from the performance of a contract is not relevant to a determination of the existence of conflicts prior to theaward of a contract.

(2) It is not relevant that the contractor has the professional reputation of being able to resist temptations which arisefrom organizational conflicts of interest, or that a follow-on procurement is not involved, or that a contract is awardedon a competitive or a sole source basis.

§2009.570-4 Representation.

(a) The following procedures are designed to assist the NRC contracting officer in determining whether situations orrelationships exist which may constitute organizational conflicts of interest with respect to a particular offeror orcontractor. The procedures apply to small purchases meeting the criteria stated in the following paragraph (b) of thissection.

(b) The organizational conflicts of interest representation provision at §2052.209-71 must be included in solicitationsand. contracts resulting from unsolicited proposals. The contracting officer must also include this provision for taskorders and contract modifications for new work for:

(1) Evaluation services or activities;

(2) Technical consulting and management support services;

(3) Research; and

(4) Other contractual situations where special organizational conflicts of interest provisions are noted in the solicitationand would be included in the resulting contract. This representation requirement also applies to all modifications foradditional effort under the contract except those issued under the "Changes" clause. Where, however, a statement ofthe type required by the organizational conflicts of interest representation provisions has previously been submittedwith regard to the contract being modified, only an updating of the statement is required.

(c) The offeror may, because of actual or potential organizational conflicts of interest, propose to exclude specifickinds of work contained in a RFP unless the RFP specifically prohibits the exclusion. Any such proposed exclusion byan offeror will be considered by the NRC in the evaluation of proposals. If the NRC considers the proposed excludedwork to be an essential or integral part of the required work and its exclusion would be to the detriment of thecompetitive posture of the other offerors, the NRC shall reject the proposal as unacceptable.

(d) The offeror's failure to execute the representation required by paragraph (b) of this section with respect to aninvitation for bids is considered to be a minor informality. The offeror will be permitted to correct the omission.

§2009.570-5 Contract clauses.

(a) General contract clause. All contracts and simplified acquisitions of the types set forth in §2009.570-4(b) mustinclude the clause entitled, "Contractor Organizational Conflicts of Interest," set forth in §2052.209-72.

(b) Other special contract clauses. If it is determined from the nature of the proposed contract that an organizationalconflict of interest exists, the contracting officer may determine that the conflict can be avoided, or, after obtaining a

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NRC-HQ-12-C-38-0099 Section Dwaiver in accordance with §2009.570-9, neutralized through the use of an appropriate special contract clause. Ifappropriate, the offeror may negotiate the terms and conditions of these clauses, including the extent and tirre periodof any restriction. These clauses include but are not limited to:

(1) Hardware exclusion clauses which prohibit the acceptance of production contracts following a related nor-production contract previously performed by the contractor;

(2) Software exclusion clauses;

(3) Clauses which require the contractor (and certain of its key personnel) to avoid certain organizational conlicts ofinterest; and

(4) Clauses which provide for protection of confidential data and guard against its unauthorized use.

§2009.570-6 Evaluation, findings, and contract award.

The contracting officer shall evaluate all relevant facts submitted by an offeror and other relevant information. Afterevaluating this information against the criteria of §2009.570-3, the contracting officer shall make a finding of vhetherorganizational conflicts of interest exist with respect to a particular offeror. If it has been determined that real )rpotential conflicts of interest exist, the contracting officer shall:

(a) Disqualify the offeror from award;

(b) Avoid or eliminate such conflicts by appropriate measures; or

(c) Award the contract under the waiver provision of §2009.570-9.

§2009.570-7 Conflicts identified after award.

If potential organizational conflicts of interest are identified after award with respect to a particular contractor and thecontracting officer determines that conflicts do exist and that it would not be in the best interest of the Govern-nent toterminate the contract, as provided in the clauses required by §2009.570-5, the contracting officer shall take everyreasonable action to avoid, eliminate, or, after obtaining a waiver in accordance with §2009.570-9, neutralize theeffects of the identified coiflict.

§2009.570-8 Subcontracts.

The contracting officer shall require offerors and contractors to submit a representation statement from allsubcontractors (other than a supply subcontractor) and consultants performing services in excess of $10,000 inaccordance with §2009.570-4(b). The contracting officer shall require the contractor to include contract clauses inaccordance with §2009.570-5 in consultant agreements or subcontracts involving performance of work undera primecontract.

§2009.570-9 Waiver.

(a) The contracting officer determines the need to seek a waiver for specific contract awards with the advice ,ndconcurrence of the program office director and legal counsel. Upon the recommendation of the Senior ProcurementExecutive, and after consultation with legal counsel, the Executive Director for Operations may waive the poliý,y inspecific cases if he determines that it is in the best interest of the United States to do so.

(b) Waiver action is strictly limited to those situations in which:

(1) The work to be performed under contract is vital to the NRC program;

(2) The work cannot be satisfactorily performed except by a contractor whose interests give rise to a question ofconflict of interest.

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(3) Contractual and/or technical review and surveillance methods can be employed by the NRC to neutralize theconflict.

(c) The justification and approval documents for any waivers must be placed in the NRC Public Document Room.

§2009.570-10 Remedies.

In addition to other remedies permitted by law or contract for a breach of the restrictions in this subpart or for anyintentional misrepresentation or intentional nondisclosure of any relevant interest required to be provided for thissection, the NRC may debar the contractor from subsequent NRC contracts.

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ATTACHMENT 5

Conflict of Interest - Limitations

1. The contractor will not review any licensee root cause reports on behalf of the agency for a period of one 'ear fromdate of contract award.

2. The contractor will not be permitted to use as examples as part of their training any recent licensee-generated rootcause reports which may be subject to current or future NRC review.

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offeror to complete blocks 12, 17, 23, 24, & no. of 8 … · 2012-09-13 · submit invoices to...

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