SOLICITATION/CONTRACTIORDER FOR COMMERCIAL ITEMS I … · information on wheee to ship the materials, how, date, and additional special instructions. Then, this system generates a

SOLICITATION/CONTRACTIORDER FOR COMMERCIAL ITEMS I REQUISITION NO PAGE I OF

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 RFPA S: N 3- 13013 40F'AIMI.S: 131014 4

2 CONTRACT NO 13. AWARD;EFFECTIVE DATE 14 ORDER NO 5 SOUCITATION NUMBER 16 SOLICITATION ISSUE DATE

LR C .3-C-38 D 2./>2012 N : -HC- 1Q-iz- -6.-O 06.34. 2 1206/-12

7FOR SOLICITATION a NAME b TELEPHONE NO (No C~.. C 8 OFFER DUE DATE;LOCA_1

INFORMATIONCALL: Shashi Malhotra 301-492- 4TIM a S

B ISSUEDBY CODE W3100 10 THISACOUISITION IS UNRESTRICTEOOR X SETASIDE 100 -4 FOR:

U.S. Nuclear Regulaory Comarassion -_ SMALL BUSINESS WOMEN-OWNED SMALL BUSINESSDiv. of Conmracts - (OSB) ELGIG-LE UNDER THE WOMEN.OWNEDAttn: Shashi .alhocra, 301-492 3604 HUBZONE SMALL SMALL BUSINESS PROGRAM NAICSN.-il Stop: T,'WO--01-3E.{01 - BUSINESS EDWOSB

Washington, DC 20555 SERVICE-DISAVLED S T-, VETERANOWNED

SMALL BUSINESS ." 6fA)

w1 DELIVERY FOR FOB DESTINA. 1 12 DISCOUNT TERMS t3b RATINGT1OhN UNLESS BLOCK IS t•a THISCONTRACT ISA /.MARKED -- RATED ORDER UNDER

SEE SCHEOULE DPASIISC CFTO 7=O 14_METHOD OF SOLICITA1I:. -

RFQ I_ FE R-

iS DELIVER TO CODE Is6 ADMINISTERED BY CCODE 31-20

U.S. .Nuclear Reuaulatr'y Ccr.axssircn U.S. RlIc~ea," (egulatory ConIrissionD ov o r Cnt~racTsM-lai Stop: 'TI1S- 0 1 - B1OM

Washington DC 20555 Wasaiingtotn, DC 20555

174 CONTRACTCR.OFFEROR CODE FACILITY CODE I 18A. PAYMENT AILL BE MADE BY CODE 3200

PROJECTOP-S, LIC Departrment of Interior / NBC

E900 ENGLISH MUFFIN WAY STE E Attn: Fiscal Services Branch , D277073C- il. xans'leld Avenue

F'REDERICEy, M-1S 217 13 - _7 14 1 De : Cl B,2ý5 2-0

TELEPHOIIEN3 (3011.5.2-48 00 EXT 2 iPHONE FAAý

IEO SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKEDS17u. CHECK IF REMITTANCE 11. DIFFERENT AND PUT SUCH ADDRESS IN OFFER SEE ADDENDUM

t9 20 See CONT-NUJATTON Page 2t 22 23 24.ITFM NO SCHEDULE OF SUPPIIES•SERVICES .UANIITY UNIT UNIT PRICE AMOUNT

The Contractor shall provide Togistical :;u;pport and management,storage of displays and .is~r~butio:I of invenItory to supportthe NIRCN' Cutreach and RecruiTment Eve.nt:n ",naueTiert Program.

Th.e period o p.e:!-nrmanz_3ei h tbas,•' . r'aC :.0- Pel-10atC Tour-,•le yeast opCti7on peri~ods.

Corntractilcl Officer Representative: K iT1.'.im fl English

IUse Re~-,. -Vaor Alt aý Ad-Itel5 Sltcetl as N~cacss.ry

21, ACCOUNTING AND APPROPRIATION DATA 26 TOTAL AWARD AMOUNT (Fo, G0T Use O'ryS

B&R: 20!2-84-5!.FH 175: Job Code: AS401; ROC: 252AAppr. No.:311X0200: DUNS1 : O16193685; NAICS Code: 541E1-; ITTE $507.234 12.0Amount Obligated: $25,000. 0

27a. SOLICITATION INCORFORATES BY REFERENCE FAR 52.212*1, 52212.4 FAR 52 212.3 AND 52.212-5 ARE ATTACHED ADDENDA - ARE i. ARE NOT ATTACHU:D

27o. CONTRACTIPURCHASE ORDER INCORPORATES BY REFERENCE FAR 52212-4 FAR 52,212-5 ISATTACHED ADDENDA __ ARE Li ARE NOT ATTACHED

28 CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 20 AWARD OF CONTRACT: REF "'_OFFER

- COPIES TOISSUING OFFICE CONTRACTOR AGREES TO FURNISH AND .- DATED YOUR OFFER ON SOLICITATIONDELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY fELOCK 51 INCLUDING ANY ADDITIONS OR CHANGES WHICH AREADDITIONAL SHEETS SUBJECT GO THE TERMS A.D CONCITIONS SPECIFIED SET FO TTH HEREIN IS ACCEPTED AS TO ITEMS

a IsPNAIUR• OF OFFERORrCONTR4CTOA 3ý a UNITED ES Qf1 AMERICA JS13NATUR CONTRACTING OFFCCERI

mb NAMMD TITLE OF SIGNER (TYPE OR PRIJTý i 0 DATE SIG ED t 310 NAME 0Y CONTRACT 10 OFFICER (TYPE OR PRINT) 3%t DATE SIG ED

L * Z4IA Contractinct Of:ficer " I,AUTHORIZED FOR LOCAL REPRODUCTION - " STANDARD FORM 1449 (REV. 212012'k

PREVIOUS EDITION IS NOT USABLE P-b.v rS - FAR (4-F)5.1

JAN 3 1 2013TEMPIATE - AflMNIM

TI

NRC-HQ-13-C-38-0019

Table of Contents

SECTION A

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

SECTION B - CONTINUATION BLOCK .......................................................................................... B-2

B .1 G E N E R A L ........................................................................................................................... B -3B.2 M INIM UM AND MAXIM UM AM OUNTS .............................................................................. B-3B .3 P R IC E S C H E DU LE ................................................................. ..................... B -3B.4 D E LIV E R Y S C H E D U LE ..................................... ............................................... B -6B.5 STATEM ENT O F W O R K ................................................................................ B-8

SECTION C - CONTRACT CLA USES ...................................................................................................

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (FEB 2012)A LTER NATE I (O C T 2008) ........................................................................................ C-1

ADDENDUM TO FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIALIT E M S ........................................................................................................................... C -1 0

C.2 52.216-8 ORDERING (OCT 1995) ..... ................................. C-10C.3 52.216-19 ORDER LIMITATIONS (OCT 1995) ......................................................... C-liC.4 52.216-22 INDEFINITE QUANTITY (OCT 1995) ................................. C-llC.5 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999) ............................................. C-12C.6 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) .......... C-12C.7 52.219-11 SPECIAL 8(A) CONTRACT CONDITIONS (FEB 1990) ............................... C-12C.8 52.219-17 SECTION 8(a) AWARD (DEC 1996) ................................. C-13C.9 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATIVE (APR

2 0 0 9 ) ................................................................ : ........................ ..................................... C -1 3C.10 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) ................ C-14CAli 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (APR 2012) ....... C-15C.12 2052.209.70 CURRENT/ FORMER AGENCY EMPLOYEE INVOLVEMENT

(O C T 1 9 9 9 ) ....................................................... .. ....................... C -2 0C.13 2052.209.72 CONTRACTOR ORGANIZATIONAL CONFLICTS OF INTEREST

(JA N 1993) .......................................................... . .... .......... ...... 0 -23C.14 2052.215-70 KEY PERSONNEL (JAN 1993) ................................................................. C-23C.15 2052.215-71 PROJECT OFFICERS REPRESEANTATIVE (NOV 2006) ...................... C-23C.16 ANNUAL AND FINAL CONTRACTOR PERFORMANCE EVALUATIONS (AUG 2011)C-25C .17 B R A N D IN G (A U G 2011) ................................................................................................ C -26C.18 COMPLIANCE WITH U.S. IMMIGRATION LAWS AND REGULATIONS (AUG 2011) .C-26C.19 DENIAL OF FEDERAL BENEFITS TO INDIVIDUALS CONVICTED OF DRUG

TRAFFICKING OR POSSESSION (AUG 2011) ............................................................ C-26C.20 ELECTRO NIC PAYM ENT (AUG 2011) ......................................................................... C-26C.21 G REEN PURCHASING (JUN 2011) ............................................................................. C-27C.22 GOVERNMENT FURNISHED EQUIPMENT/PROPERTY (AUG 2011) ........................ C-27C.23 PACKAGING AND MARKING (AUG 2011) ................................................................... C-27C.24 PERIOD OF PERFORMANCE (AUG 2011) ALTERNATE III (AUG 2011) .................... C-28C.25 USE OF AUTOMATED CLEARING HOUSE (ACH) ELECTRONIC

PAYMENT/REMITTANCE ADDRESS (AUG 2011) ..................................................... C-29C.26 WHISTLEBLOWER PROTECTION FOR NRC CONTRACTOR AND SUBCONTRACTOR

E M P LO Y E E S (A U G 2011) ........................................................................................... C -28

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

BILLING INSTRUCTIONS FOR FIRM FIXED PRICE CONTRACTS ....................................... D-2

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NRC-HQ-13-C-38-0019

SECTION B - CONTINUATION BLOCK

B.1 GENERAL ,

(a) The contractor will provide support for "NRC Outreach and Recruitment Events Management" services for theUnited;States.NLF6l-0r Regulatorf'Gbrhmssion's (USNRC) Office of Chief Human Capital Officer (OCHCO)

(b) The contract term is for base year and four-one year options; and

(C) The contract type Will be an Indefinite Ddlivery Indefinite Quantity Contract with firm fixed unit prices.

(d) Work Orders..wilI-b placed .si......j.tWorks online computer software, where the customer providesinformation on wheee to ship the materials, how, date, and additional special instructions. Then, this systemgenerates a delivery order by which ProjectWorks accesses to initiate work.

B.2 MINIMUM"ANDI'MAXIMUM AMOUNTS

(a) The USNRC will order a minimum of $25,000 under this contract. The USNRC will have the entire term of thecontract.-teofulfilllt, contract minimum. The specific CLINs and quantities will be identified in the work order(s)issued under this contract. During the life of this contract, the USNRC may order items in any quantity up to themaximum amount specified in paragraph (b) below.

(b) There are no maximum quantities.or amounts for each individual CLIN, work order, contract period, or contractThe maximum aggregate amount of all work orders issued under all contract awarded shall not exceed$807,234.12 for the entire term of the contract.

B.3 PRICE SCHEDULE

All unit prices-are•fixe.d unit priceý,.thatinctIude all costs (including, but not limited to: labor, fringe benefits, overhead,G&A, and profit-),'bneAsary to prgffqh&Murse development,, maintenance, and delivery services required in thecontract.

The line items indicated below are,[•tems that may be ordered throughout the duration of the purchase order on anas needed'b'i'as

BASE PERIOD: FEBRUARY 1, 2013 THROUGH JANUARY 31, 2014

CLIN , .. E.CR.PT•, . .,, ET UNIT ESTIMATED UNIT PRICE TOTAL

0001 Recruitmer._ Events Man4igement"! 40 Events

0002 E~liibit. Logistics Sp 40 EventsSu prA......•, 0 E e t

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0003 Event Registration Fees for College 40 EventsFairs and Professional Meetings

Storage of recruitment displays and

0004 materials (Includes Storage of all items 12 monthsGovernment Furnished PropertySection)

0005 Shipping Costs of Recruitment Displays 40 Events

0006 Blue Light Raiden Twist Tip Light-up 2,500 EachPen (NRC Logo imprinted)

Grocery TotePolypropylene non-woven grocery bag,

0007 size 13"X10"X15" long. 1000 Each100% recyclable and hand washable.NRC logo and URL imprinted

TOTAL PRICE FOR BASE YEAR

4

*Shipping Costs Is a Cost Reimbursable line item. The Contractor will be responsible for shipping the recruitment display to and from the events byway of UPS or Federal Express Ground or Priority Overnight. The government will pay to the rates specified by UPS and Federal Express publishedshipping rates. The contractor will be reimbursed for actual costs only, with back up documentation/receipts attached to the invoice.

OPTION YEAR 1: FEBRUARY 1, 2014 THROUGH JANUARY 31, 2015

ESTCLIN DESCRIPTION QT UNIT ESTIMATED UNIT PRICE TOTALQTY •.%

1001 Recruitment Events Management 40 Events

1002 Exhibit Logistics Support 40 Events

1003 Event Registration Fees for College 40 EventsFairs and Professional Meetings A ft

1004 Storage of recruitment displays and 12 monthsmaterials (Includes Storage of all itemsGovernment Furnished PropertySection)

1005 Shipping Costs of Recruitment 40 EventsDisplays S

Blue Light Raiden Twist Tip Light-up1006 -Z,. .... 2,500 Each______ ~ :hpg imprit~ed;ý "t ____________________

Groe•6T6& - PolyprS!6 0l'6rfhdi'-woven grocery bag, siz~e 1 3"X10"X15"

1007 '6It-100%•recycl able aindhý.N 1000 Eachwashable>.NRC logo and URLimprinted

TOTAL PRICE FOR OPTION YEAR 1 $153,388.32

*Shipping Costs is a Cost Reimbursable line item. The Contractor will be responsible for shipping the recruitment display to and from the events by

way of UPS or Federal Express Ground or Priority Overnight. The government will pay to the rates specified by UPS and Federal Express publishedshipping rates. The contractor will be reimbursed for actual costs only, with back up documentation/receipts attached to the invoice.

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SESTCLIN DESCRIPTION EST UNIT ESTIMATED UNIT PRICE TOTALCLIN ESCRITIONQTY

2001 Recruitment Events Management 40 Events k

2002 Exhibit Logistics Support 40 Events

2003 ",Event Regigtration Fees'for College 40 EventsFairs and Professional Meetings

2004 " %Storage of recruitmenit displays and 12 monthsmaterials (Includes Storage of.all itemsG6ov-dn-n-Tii urnished ý?roperty:Section)

2005 Shipping Costs of Recruitment Displays 40 Events

2006 'Blule Light kaiden Twist Tip Light-u'p 2,500 EachPen (NRC Logo imprinted)

2007 1Groce.y,,.Tte - Polypropyle neno., 1,000 Eachwoven grocery bag, size 13"X10"X`15"lo.ng.1,00% recyclable and handas•i"'e•'lIRc logo anatO'tS, Arikrinted

TOTAL PRICE FOR OPTION YEAR 2

•Shipping Costs is.a.C, Lejmbursable Iihi-itedrmTl Contractor will, be responsible for shipping the recruitment displayto and from the events by

way of UPS or-Federal •xpress Ground orl Priority Overnight. The government will pay to the rates specified by UPS and Federal Express publishedshipping rates. The contractor will be reimbursed for actual costs only, with back up documentationlreceipts attached to the invoice

OPTION YXAR .3:,FEBRUARY 1, 2016 THROUGH JANUARY 31, 2017

ESTCLIN DESCRIPTION QTY UNIT ESTIMATED UNIT PRICE TOTAL

3001 Recruitment Events Management 40 Events

3002 Exhibit Logistics Support 40 Events3003 Event Registration Fees for College 40 Events

Fairs and Professional Meetings

3004 Storage of recruitment displays and 12 monthsmaterials (Includes Storage of all itemsGovernment Furnished PropertySection)

3005 Shipping Costs of Recruitment 40 EventsDisplays __________

3006 Blue Light Raiden Twist Tip Light-up 2,500 EachPen (NRC Logo imprinted) _ _w

3007 Grocery Tote - Polypropylene non- 1,000 Eachwoven grocery bag, size 13"X10"X15"long. 100% recyclable and handwashable. NRC logo and URLimprinted


*Shipping Costs is a Cost Reimbursable line Item. The Contractor will be responsible for shipping the recruitment display to and from the events byway of UPS or Federal Express Ground or Priority Overnight. The government will pay to the rates specified by UPS and Federal Express publishedshipping rates. The contractor will be reimbursed for actual costs only, with back up documentationireceipts attached to the invoice.

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NRC-HQ-13-C-38-0019


EPT UNIT ESTIMATED UNIT PRICE TOTALCLIN" :•Th"E 'R' •.TIO QTY

4001 -RecruitmenteEvents Managemeot,ý. 40 Events

4002 Exhib~t'•.• L ics Support 40 Events

4003 Event'R`egistration Feýs'for....@ollege 40 EventsFairs and Professional Meetings

4004 Storage of recruitment, displays and 12 monthsmaeas(Iqcludes Stor'a-g-6of a litems

Government FurnishedPqr, perty.

4005 Shipping Costs of Recruitment 40 EventsDisplays

4006 B ue 1.-ght Raiden Twist Tip Light-up

Pen (NRC Logo imprinted) 2,500 Each

4007 •.Gr~qcer.yJ,,Tte - Polypropylene non-woven grocery bag, size 13"X10"X15"long. 100% recyclable and hand 1,000 Each Awashable.NRC logo and URL imprinted


*Shipping Costs is a Cost Reimbursable line item. The Contractor will be responsible for shipping the recruitment display to and from the events byway of UPS or Federal Express Ground or Priority Overnight. The government will pay to the rates specified by UPS and Federal Express publishedshipping rates. The contractor will be reimbursed for actual costs only, with back up documentation/receipts attached to the invoice

GRAN`DMTOTAL-E9)R ALLYEY RS:V107,234.12

B.4 DELIVERY"S•REDULE

REPORTS AND OTHER INFORMATIONJ REQUIREMENTS:

The following reports shall be prepared and submitted to the NRCs Contracting Officer Representative(COR)ýn-accordare with deliyery ýSc..duule stated herein.

A. Recruitment Schedule -including name of event, dates of event, names of recruiters attending (humanresources, and ag~cy technical 'recriYters), type of event and disciplines targeted, if known. This includescollege career fairs, professional conferences and information sessions/speaking engagements.B. Logistica'lEvent.4nformation .NR• Recruiters -including event logistical details such as event

B . •oi -ýi a . " . .. .o r ! .. ..

name, location, exhibit dates, exhibit times, list of inventory to expect and tracking information, returnshipping information, details on labor secured, electricity or internet service purchased if applicable, listof NRc':;§taff oh1o 4 ill be staffing the booth, and Contractor point of contact for after hours emergencies.

C. Final Report -Including recap of contract events, copy of final post event report to include cumulative totalsfor all recruitment event associated costs.

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NRC-HQ-13-C-38-0019

SCHEDULE

S ~ ~ ~ ~ ~~~~ ~~~Completior{,;~ _____________

Provide draft of NRC recruitment exhibit schedule 2 weeks after Draft NRC recruitmentcontract award schedule

3 weeks fromProvide updates to NRC. recruitment exhibit schedulecontract award then Updated recruitmentcalendar once a week or when necessary every Wednesday exhibit schedule

thereafter

At least one month Recruitment eventsProvide designated NRC Human Resources and technical prior to designated logistical information inrecruiters logistics for recruitment event recruiters event electronic format

4 weeks from Cost breakdown reportProvide a cost breakdown report of related recruitment conracsawrd tor rerutmn event

evntxpnsscontract award then for recruitment eventevent expenses monthly thereafter expenses

Monthly Invoice breaking down monthly expenses toinclude supporting documentations. Expenses will include 4 weeks aftermanagement, storage, postage, exhibit/registration fees, contract award and Monthly Invoiceand any additional fees incurred during the prior months monthly thereafteractivities

1\10 later than 4 weeksDraft and Final report. Report will contain before contractrecommendations based on contract activities, completed expiration date for draft Draft and Final reportexhibit schedule, current inventory list, and recap of year's and 2 weeks prior tocosts incurred completion of contract

for final report ITransition Plan (if necessary). Plan will provide activities 4 weeks before contract Transition Planand delivery dates to successor Contractor. expiration

Pre-Event Planning Document -The COR will provide Contractor with a list of NRC recruiters attending the event tostaff the exhibit .booth. The Contractor shall notify recruiters of all event logistical details such as event name,location, exhibit dates, exhibit times, list of NRC staff who will be staffing the booth, and Contractor point of contactfor after hour emergencies. This report should be in an electronic format and available to NRC recruiters attendingevent at a minimum of one month prior to outreach or recruitment event.

Post-Event Report -The Contractor shall prepare a post-meeting reportwhich must include name of event, location,dates, NRC recruiters assigned to attend, identify exhibit display used, and a breakdown of all costs associated withevent. Costs should include but are not limited to registration costs, additional booth space costs, shipping andhandling, labor services, electricity, internet service, booth furniture and carpeting.

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NRC-HQ-13-C-38-0019

B.5 STATEMENT OF WORK

NRC Outreach and Recruitment Events Management

1.0 GENERAL

1.1 BACKGROUND

The Nuclear Regulatory Commission's (NRC) mission is to regulate the Nation's civilian use of byproduct,source, and special nuclear materials to ensure the adequate protection of public health and safety, to promotethe common defense and security, and to protect the environment.

The NRC workforce possesses detailed knowledge and specialized technical skills that enable the agency tofulfill its mission. To maintain this expertise and respond to emerging needs resulting from increased interest innuclear power, the NRC will need to ensure an adequate number of qualified candidates to fill positions. Animportant component of the Agency's recruitment strategy is to maintain a presence in the academic andprofessional communities through participation in career fairs and conferences. As competition increases forqualified individuals to serve as technical staff for both the NRC and the industry, these activities will help tobrand the agency as an employer of choice and ensure an adequate pool of qualified candidates are availableto fill current and future human capital needs. We are currently targeting the following fields for aggressiverecruitment:

* engineering (nuclear, mechanical, structural, fire protection, electrical, materials, civil,* geotechnical)* environmental sciences* thermal hydraulics* nuclear physics and health physics• security (physical protection, cyber, and network)* reliability and risk assessment* digital instrumentation and control* seismology, volcanology, geology, hydrology

1.2 OBJECTIVE

The purpose of this acquisition is to obtain logistical support, management, storage and distribution of inventoryto support the NRC's recruitment program. The agency expects to conduct approximately 50-60 events eachyear to fill approximately 250 open positions and to maintain a presence in the academic and professionalcommunity in order to feed our pipeline of future and current recruits. Included in those events are informationsessions on college campuses and community outreach events targeting younger students involved in science,technology, engineering and mathematics (STEM). These activities include, but are not limited to, EngineeringWeek and speaking engagements at high schools and colleges around the country.

2. SCOPE OF WORK

The Contractor shall provide facilities, technical expertise and management in order to provide completelogistical support for the NRC recruitment events program. This includes securing booth space and otherexhibit support services (electricity, equipment, labor, etc.) at the events; managing inventory; imprintingvarious exhibit items such as pens, luggage tags, etc. which are designed to attract individuals to booth andprovide a takeaway with the agency website address; storing and shipping of recruitment displays andrecruitment materials to the events; and maintenance of exhibit structures.

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NRC-HQ-13-C-38-0019

A. The contractor shall provide full service outreach and recruitment event support specified herein to assistthe NRC obtain sufficient job applicants for Agency positions throughout the performance period as well aspromoting the agency as an employer of choice to future applicants.

B. The contractor shall be available throughout the performance period to discuss any recruitment eventissues or concerns with the NRC Contracting Officer's Representative (COR) or other NRC authorizedrepresentatives.

2.1 EXHIBIT LOGISTICS SUPPORT

2.1.2 Regiisterinq for Events. The NRC will provide the Contractor with a list of outreach and recruitment eventsthe agency will participate in. The Contractor shall obtain information on the events from the event sponsorsand register the NRC for these events, including selecting and arranging for premium space, and handling alllogistics (including but not limited to ordering and arranging for furniture, booth accessories and equipment, andpower requirements). The Contractor shall confer with the COR on equipment or accessories to be ordered foreach event. The Contractor shall pay any and all exhibit and other fees, including any charges for exhibit set upand take down of the exhibit that may be necessary. The Contractor shall arrange for publications, promotionalitems, and exhibit return or forwarding to another event at the close of the meeting, and pay costs oftransporting exhibit displays and materials to and from each meeting. Occasionally, last-minute recruitmentevents are added to the schedule. If an event is added to the recruitment schedule with less than five daysnotice, the Contractor shall expedite the normal process and make sure that the display and materials arereceived at the event on time. For purposes of estimation, the Contractor should assume that the agency willparticipate in 32 college career fairs, 15 professional meetings and 10 outreach events.

2.1.3 Shipping Displays and Materials -The Contractor shall confer with the COR on appropriate exhibitdisplays, and type and quantity of materials and promotional items to send to each meeting and shall box,pack, or crate the approved publications and materials to ensure timely, damage-free arrival. The Contractorshall ship the publications to the point of contact provided by meeting organizers and/or COR and confirm theirarrival prior to the meeting. The Contractor shall ensure that the recruitment displays and materials reach theirdestinations within the deadlines required for each recruitment event by using a tracking mechanism. Deliveryof all outbound and inbound shipments must be verified and reported by providing an email with the trackingnumber for each shipment to the COR. The Contractor shall be required to track lost or misplaced shipmentsand arrange shipment after each event to ensure the materials are returned to storage facility in a timelymanner to be sent to future events. If any recruitment displays are temporarily lost in transit during shipment,the contractor will vigorously track down and resolve the matter. The Contractor shall be prepared to provideadditional staffing during busy periods which require rapid turnaround times to prepare and coordinate shippingof materials. The Contractor must immediately correct any errors at no additional cost to the Governmentunless authorized by the Contracting Officer.

All shipping must be done using approved (licensed and bonded) carriers. The type of shipping varies withdemand for the displays, from priority overnight to standard ground. Shipping must be arranged in accordancewith any and all requirements set forth by the sponsoring organization or its' exhibit service company and mustcomply with stated labor and union rules for the region in which the event takes place. All shipping costs of thedisplays and promotional materials shall be paid by the Contractor.

Recruitment materials returned to the warehouse after recruitment events should be opened and used torestock inventory for future use providing the returned items are in good condition. These items should becounted and be tracked in order to assist determining future quantities shipped to annual events.

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NRC-HQ-13-C-38-0019

2.2 EXHIBIT MAINTENANCE AND INVENTORY MANAGEMENT

At the beginning of the contract, and when exhibit displays are returned after each event, the Contractor shallevaluate the physical condition of the NRC exhibit structures and make recommendations to the COR formaintenance, and repair. New displays were created in fall of 2011 and the Contractor shall complete allrepairs and replacements upon COR's request. For purposes of estimation, please see Section 2.5GOVERNMENT FURNISHED PROPERTY/INFORMA TION.

2.2.1 Inventory Controls -The Contractor shall implement an electronic inventory control system to manage thereceipt, storage, and distribution of materials for all NRC recruitment events. This includes events at collegecareer fairs, professional conferences, industry-related career fairs, and information sessions/speakingengagements. The Contractor shall provide the COR with a current materials inventory list when requested.

2.2.2 Receipt and Storage of Materials -The Contractor shall store all NRC Exhibit Displays and equipment,printed materials and promotional items in a covered, temperature-controlled environment on a shelving systemdesigned to prevent damage (i.e. crushing). The Contractor shall maintain and update an inventory controlsystem to order, receive, ship and manage NRC publications, collateral and exhibit structures and to maintainaccurate information on inventory needs and anticipated needs. The Contractor shall notify the COR whenrecruitment brochure stock goes below 1,000 each and when the recruitment promotional stock items goesbelow 500 each.

The Contractor will receive notice from the COR prior to the delivery of new printed publications and materials.However, the NRC will require the Contractor to be prepared at all times (during Contractor's normal businesshours) to receive materials without prior notice. Upon delivery, the Contractor shall receive, unload, sort,record, inventory, and warehouse new and reprinted publications and promotional items in a timely fashion,allowing for future access. The Contractor shall verify the quality and accuracy of the delivery ticket and reportto COR any quality problems or discrepancies between the numbers of materials expected and the actualshipment received. The Contractor shall enter all information about the item in the inventor-y control system.The Contractor shall notify the COR by e-mail when new materials arrive and shall send two copies of eachitem to the COR within five days of receipt of materials, unless otherwise requested.

On an annual basis, the Contractor shall hand count and verify the number of materials currently held in theinventory, and reconcile the physical count with the inventory control system and reports. The COR shall benotified when the reconciled inventory report is available. For purposes of estimation, Section 2.5GOVERNMENT FURNISHED PROPERTY/INFORMATION.

2.3 PROMOTIONAL ITEMS

NRC's statutory authority to purchase promotional items for recruitment provides: "The Commission maypurchase promotional items of nominal value for use in the recruitment of individuals for employment." 42U.S.C. section 2210f."

The Contractor shall confer with the COR to identify promotional items to use at recruitment events in order toattract individuals to the booth and to serve as a takeaway that includes NRC information for future reference.Once the items are identified, the Contractor shall order and pay for items including having those itemsimprinted with the NRC logo, web site and, if appropriate, tag line. The Contractor shall receive, store, and shipthese items to recruitment events or information session/speaking engagements.

For purposes of estimation, factor ordering once a year, 2 different items that cost between one and threedollars a piece and estimate must factor in the set up cost with the vendor for imprinted items. A list of sampleitems is included as Attachment 2. This is a sample list for cost purposes however the COR is open to otherinexpensive items when suggested by contractor.

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NRC-HQ-13-C-38-0019

2.5 GOVERNMENT FURNISHED PROPERTY/INFORMATION

A. The COR will provide the Contractor with the requested recruitment events the NRC has approved forparticipation.

B. The COR will provide the Contractor with the following Exhibit Displays and Materials:

1. Two kiosks with DVD rmnonitors (Nomadic Design Display Model DL3064 or comparable);

2. Two Floor Pop-up Displays (T33-Nomadic or comparable), new hardware and graphics, FabriMural, 8 x8'flat w/end caps and hard shipping case;

3. Thirteen Tabletop Pop-up Displays (T22-Nomadic or comparable), new hardware and graphics, FabriMural,1

5 x5' flat w/end caps and hard shipping case;

4. Fifteen Banner stands (Nomadic or comparable), single panel, new hardware and graphic (includes hardshipping case);

5. Six literature racks in one box (20" x 10" x15");

6. Seventy-six boxes of recruitment brochures (21" x 16" x 18 W'); and

7. Fifty-nine boxes of promotional items (20" x 14" x 18").

2.6 TRANSITION PLAN AND CONTRACT CLOSE OUT

A. The Contractor shall develop a plan to assure an orderly transition of the contract, 4 weeks before contractexpiration. The transition period shall not exceed one month and shall be included in the Transition Plan.

B. The Contractor shall develop a plan to assure an orderly transition at contract expiration in the event thatthere is a follow-on contract and the Contractor is replaced. A transition period shall not exceed one month andshall be conducted in such a manner as not to disrupt NRC Recruitment Events cycle, in particular, thepurchasing of booth space and shipment of recruitment materials to events during period of transition.

C. For an orderly transition-to a successor, the Contractor shall perform the following activities during thetransition period:

1) Contractor shall cooperate fully with the successor Contractor.

2) The Contractor shall participate in meetings and/or telephone conversations with the COR, CO andsuccessor Contractor in which current procedures and activities are discussed in detail.

3) The Contractor shall deliver to the successor Contractor the following in accordance with the deliveryschedule specified by the CO: all stored publications and materials; all equipment (Government furnishedproperty and Contractor acquired property); all reference materials; all exhibit materials; audio and videomaterials;, exhibit event schedule and current post-event report.

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NRC-HQ-13-C-38-0019

4) The Contractor shall deliver to the successor Contractor all software programs acquired, developed, oraltered under this contract and for which contract funds were expended at contract expiration. Fulldocumentation pertaining to the program shall be provided by the Contractor.

5) All items listed in this task shall be packed in new boxes of uniform sizes each labeled, numbered anddelivered with three copies of the list of inventory of the contents of each box. Exhibit displays andmonitors shall be packed in their shipping containers and will include a contents listing and assembly.instruction booklet.

3.0 ADDITIONAL SERVICES

Additional services, if required by the Government will be negotiated separately and a supplementalmodification to the contract will be issued based on the negotiated terms and amount.

4.0 VENDOR COSTS

A. The Contractor shall obtain the best possible cost for participating in the recruitment events, shipping andpromotional items under this contract.

B. The NRC will ONLY reimburse the Contractor for actual costs for booth space, events logistics (electricity,furniture, etc.) shipping, and promotional items ordered in accordance with the approved recruitment schedule,exhibit structure repair and costs approved in advance by the COR. However, the Government shall not beinvoiced for these items until the order is completed and the vendors provide written proof of completion. Allmonthly billings for reimbursement of these costs shall be submitted to the Government along with a copy ofthe substantiating vendor billing which has been certified by the Contractor as being true and accurate.

C. COMMISSIONABLE MEDIA -In instances where these services purchased by the Contractor allow acommission for the Contractor, the commission shall be credited to the Government as a cost reduction andshall be listed as a separate item on the invoice reflecting a reduced amount.

D. CREDITS -The applicable portion of any income, rebate, allowance, or other credit relating to any aliowablecost and received by or accruing to the Contractor or any -assignee under this contract shall be credited to theGovernment as a cost reduction and shall be reflected as, a separate item on the invoice reflecting a reducedamount.

5.0 QUALITY ASSURANCE

The COR will monitor the performance of the Contractor through discussions with the Contractor, review ofrequired reports, discussion with, NRC recruiters attending events, and direct observation of the Contractor'sperformance. The COR will assess the performance of the contractor in accordance with the performancestandards set forth in the quality assurance plan.

6.0 DELIVERABLES AND SCHEDULE

REPORTS AND OTHER INFORMATION REQUIREMENTS

The following reports shall be prepared and submitted to the COR in accordance with delivery schedule statedherein.

A. Recruitment Schedule -Including name of event, dates of event, names of recruiters attending (humanresources and agency technical recruiters), type of event and disciplines targeted, if known. This includescollege career fairs, professional conferences and information sessions/speaking engagements.

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NRC-HQ-13-C-38-0019

B. Logistical Event Information for NRC Recruiters -Including event logistical details such as event name,location, exhibit dates, exhibit times, list of inventory to expect and tracking information, return shippinginformation, det'ails on labor secured, electricity or internet service purchased if applicable, list of NRC staff whowill be staffing the booth, and Contractor point of contact for after hours emergencies.

C. Final Report -Including recap of contract events, copy of final post event report to include cumulative totalsfor all recruitment event associated costs.

Requirement 16eu~'Deierbe

Provide draft of NRC recruitment exhibit 2 weeks after Draft NRC recruitment

schedule contract award schedule

Provide updates to NRC recruitment exhibit 3 weeks from Updated recruitmentschedule calendar once a week or when contract award exhibit schedule.necessary then every

Wednesdaythereafter

Provide designated NRC OCHCO and technical At least one Recruitment eventsrecruiters logistics for recruitment event month prior to logistical information in

designated electronic formatrecruiters event

Provide a cost breakdown report of related 4 weeks from Cost breakdown reportrecruitment event expenses contract award for recruitment event

then monthly expensesthereafter

Monthly Invoice breaking down monthly 4 weeks after Monthly Invoiceexpenses to include supporting documentations. contract awardExpenses will include management, storage, *and monthlypostage, exhibit/registration fees, and any thereafteradditional fees incurred during the prior monthsactivitiesDraft and Final report. Report will contain 1\10 later than Draft and Final reportrecommendations based dn contract activities, 4 weeks beforecompleted exhibit schedule, current inventory contractlist, and recap of year's costs incurred expiration date

for draft and 2weeks prior to

completion ofcontract for finalreport

Transition Plan (if necessary). Plan will provide 4 weeks before Transition Planactivities and delivery dates to successor contractContractor. exoiration

2.1.4 Pre-Event Planning Document -The COR will provide the Contractor with a list of NRC recruitersattending the event to staff the exhibit booth. The Contractor shall notify recruiters of all event logistical detailssuch as event name, location, exhibit dates, exhibit times, list of NRC staff who will be staffing the booth, andContractor point of contact for after hour emergencies. This report should be in an electronic format andavailable to NRC recruiters attending event at a minimum of one month prior to outreach or recruitment event.

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NRC-HQ-13-C-38-0019

2.1.5 Post-Event Report -The Contractor shall prepare a post-meeting report which must include name ofevent, location, dates, NRC recruiters assigned to attend, identify exhibit display used, and a breakdown of allcosts associated with event. Costs should include but are not limited to registration costs, additional boothspace costs, shipping and handling, labor services, electricity, internet service, booth furniture and carpeting.

7.0 KEY PERSONNEL

A. The contractor shall provide a Project Manager experienced in information warehousing and distribution forthis contract. The Project Manager shall have the authority to make any no-cost contract technical, decisions,or special arrangement regarding this contract. The Project Manager shall be responsible for the overallmanagement and coordination of this contract and shall act as the central point of contact with theGovernment. The Project Manager shall have full authority to act for the Contractor in the performance of therequired services. The Project Manager shall be available for face to face meetings and/or conference callswith the COR located at the NRC Rockville Offices (Eastern Standard Time -Monday -Friday 9:00 am -5:00pm).

B. The designated Project Manager is considered essential to the work being performed under this order. If thisindividual leaves the Contractor's employment or is reassigned to other programs, the Contractor shall notifythe CO reasonably in advance and shall submit justification (including proposed substitutions) in sufficientdetail to permit evaluation of the impact on the program. No diversion or replacement shall be made by theContractor without the written consent of the CO.

8.0 PERIOD OF PERFORMANCE

The period of performance for this contract shall begin on the date of award. The contract will include one baseyear and four option years.

PLACE OF PERFORMANCE

The contractor shall work primarily from their own facility. However, meetings with NRC officials will be at theNRC offices in Rockville, MD. Travel to the NRC offices shall, be at no cost to the NRC. It is anticipated that at'least 4 face-to-face meetings with NRC officials will be necessary annually.

NOTE: Office locations and the number of face-to-face meetings are subject to change.

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SECTION C NRC-HQ-13-C-38-0019

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDiTIONS--COMMERCIAL •T.S (FE• 20•2) ALTER-\•ATE I2008)

(a) Inspection/Acceptance.

(1) The Government has the right to inspect and test all materials furnished and services performed under thiscontract, to the extent practicable at all places and times, including the period of performance, and in any event beforeacceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged incontract performance. The Government will perform inspections and tests in a manner that will not unduly delay thework.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, theContractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safeand convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at theplace of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the dateof delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified inthe contract) after acceptance of the services or materials last delivered under this contract, the Government mayrequire the Contractor to replace or correct services or materials that at time of delivery failed to meet contractrequirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correctionshall be determined under paragraph (i) of this clause, but the "hourly rate" for labor hours incurred in the replacementor correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified.below, the portion of the "hourly rate" attributable to profit shall be 10 percent. The Contractor shall not tender foracceptance materials and services required to be replaced or corrected without disclosing the former requirement forreplacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rateattributable to profit.]

(5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction,and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by theGovernment), the Government may--

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost,

or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under theDisputes clause of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor toremedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with therequirements of this contract, if the failure is due to--

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or

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(ii) The conduct r,: one or- more of the Contractor's employ-es selected or retaine,&ý by the Contractor after a-:the Contractor's managerial personnel has reasonable grounds to believe that the employee is habitually careless.unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials orservices as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services thatat time of delivery do not meet contract requirements, except as. provided in this clause or as may be otherwisespecified in the contract.

(9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result ofperformance of this contract to a bank, trust company, or other financing institution, including any Federal lendingagency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makespayment (e.g., use of the Government wide commercial purchase card), the Contractor may not assign its rights toreceive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of theparties.

(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failureof the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or actionarising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of thiscontract, pending final resolution of any dispute arising under the contract.

(e) Definitions.

(1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause--

(i) Direct materials means those materials that enter directly into the end product, or that are used or consumeddirectly in connection with the furnishing of the end product or service.

(ii) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor categoryqualifications of a labor category specified in the contract that are--

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

(C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

(iii) Materials means--

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractorunder a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in thecontract;

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(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract=travel, computer usage charges, etc.);

(D) The following subcontracts for services which are specifically excluded from the hourly rate: [lnseý anysubcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; and

(E) Indirect costs specifically provided for in this clause.

(iv) Subcontract means any contract, as defined in FAR Subpart 2.1, entered into with a subcontractor to furnishsupplies or services for performance of the prime contractor a subcontract including transfers between divisions,subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, andchanges and modifications to purchase orders.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrencebeyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the publicenemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantinerestrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify theContracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay,setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch,and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies(or electronic invoice, if authorized) to theaddress designated in the contract to receive invoices. An invoice must include-

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, contract line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including thebill of lading number and weight of shipment if shippedon Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if requiredelsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in thiscontract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice,

the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation

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provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-- Central Contractor Registratior,.52.232-34, Payment by Electronic Funds Transfer--Other Than Central Contractor Registration), or applicable agei-.procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office ofManagement and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents againstliability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, anyUnited States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided theContractor is reasonably notified of such claims and proceedings.

(i) Payments.

(1) Services accepted. Payment shall be made for services accepted by the Government that have been deliveredto the delivery destination(s) set forth in this contract. The Government will pay the Contractor as follows upon thesubmission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by thenumber of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified inthe contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will notbe paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract,unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the ContractingOfficer) to the Contracting Officer or the authorized representative.

(D.) When requested by the Contracting Officer or the authorized representative, the Contractor shallsubstantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence ofactual payment, individual daily job timecards, records that verify the employees meet the qualifications for the laborcategories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue ofthe Contractor having performed work on an overtime basis.

(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work inadvance, overtime rates shall be negotiated.

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of thiscontract.

(3) If the Schedule 'r'ovides rates for overtirme, the premium portion of those rates will be reimbursable only tothe extent the overtime is approved by the Contracting Officer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial item at FAR 2.101, the price tobe paid for such materials shall be the contractor's established catalog or market price, adjusted to reflect the--

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(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse theContractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that areidentifiable to the contract) provided the Contractor--

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice;or

(2) Makes these payments within 30 days of the submission of the Contractor's payment request to theGovernment and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall--

(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery ofsatisfactory materials; and

(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and otheramounts that are identifiable to the contract.

(D) Other Costs. Unless listed below, other direct and indirect costs will not be reimbursed.

(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for thefollowing, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: None

(2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The Government will reimburse theContractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price:

(2) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall notexceed the ceiling price set forth in the Schedule and the Contractor agrees to use its best efforts to perform the workspecified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractorhas reason to believe that the hourly rate payments and material costs that will accrue in performing this contract inthe next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent ofthe ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of thetotal price to the Government for performing this contract with supporting reasons and documentation. If at any timeduring the performance of this contract, the Contractor has reason to believe that the total price to the Government forperforming this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall sonotify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supportingreasons and documentation. If at any time during performance of this contract, the Government has reason to believethat the work to be required in performing this contract will be substantially greater or less than the stated ceiling price,the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to berequired under the contract.

(3) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceilingprice in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed theceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the Contractor in writing that theceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price forperformance under this contract. When and to the extent that the ceiling price set forth in the Schedule has beenincreased, any, hours expended and material costs incurred by the Contractor in excess of the ceiling price before theincrease shall be allowable to the same extent as if the hours expended and material costs had been incurred afterthe increase in the ceiling price.

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(4) Access to records. At any time before final payment under this contract, the Contracting Officer (or authorize-representative) will have access to the following (access shall be limited to the listing below unless otherwise agreedto by the Contractor and the Contracting Officer):

(i) Records that verify that the employees whose time has been included in any invoice meet the qualifications forthe labor categories specified in the contract;

(ii) For labor hours (including any subcontractor hours reimbursed at the hourly rate in the schedule), whentimecards are required as substantiation for payment--

(A) The original timecards (paper-based or electronic);

(B) The Contractor's timekeeping procedures;

(C) Contractor records that show the distribution of labor between jobs or contracts; and

(D) Employees whose time has been included in any invoice for the purpose of verifying that these employeeshave worked the hours shown on the invoices.

(iii) For material and subcontract costs that are reimbursed on the basis of actual cost--

(A) Any invoices or subcontract agreements substantiating material costs; and

(B) Any documents supporting payment of those invoices.

(5) Overpayments/Underpayments. Each payment previously made shall be subject to reduction to the extent ofamounts, on preceding invoices, that are found by the Contracting Officer not to have been properly payable and shallalso be subject to reduction for overpayments or to increase for underpayments. The Contractor shall promptly payany such reduction within 30 days unless the parties agree otherwise. The Government within 30 days will pay anysuch increases, unless the parties agree otherwise. The Contractor's payment will be made by check. If the Contractorbecomes aware of a duplicate invoice payment or that the Government has otherwise overpaid on an invoicepayment, the Contractor shall--

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of theoverpayment including the--

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s)of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected contract line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6)(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simpleinterest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interestrate established by the Secretary of the Treasury, as provided in section 611 of the Contract Disputes Act of 1978(Public Law 95-563), which is applicable to the period in which the amount becomes due, and then at the rateapplicable for each six month period as established by the Secretary until the amount is paid.

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(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under thecontract.

(iii) Final Decisions. The Contracting Officer will issue a final decision as required by 33.211 if--

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of adebt in a timely manner;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timelinespecified in the demand for payment unless the amounts were not repaid because the Contractor has requested aninstallment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer(see FAR 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final

decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a defaulttermination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due

date and ending on--

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable hasbeen withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have becomepayable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 ofthe Federal Acquisition Regulation in effect on the date of this contract.

(viii) Upon receipt and approval of the invoice designated by the Contractor as the "completion invoice" andsupporting documentation, and upon compliance by the Contractor with all terms of this contract, any outstandingbalances will be paid within 30 days unless the parties agree otherwise. The completion invoice, and supportingdocumentation, shall be submitted by the Contractor as promptly as practicable following completion of the work under

* this contract, but in no event later than 1 year (or such longer period as the Contracting Officer may approve in writing)from the date of completion.

(7) Release of claims. The Contractor, and each assignee under an assignment entered into under this contractand in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a

.condition precedent to final payment under this contract, a release discharging the Government, its officers, agents,and employees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only tothe following exceptions.

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(i) Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible to exactstatement by the Contractor.

(ii) Claims, together with reasonable incidental expenses, based upon the liabilities of the Contractor to thirdparties arising out of performing this contract, that are not known to the Contractor on the date of the execution of therelease, and of which the Contractor gives notice in writing to the Contracting Officer not more than 6 years after thedate of the release or the date of any notice to the Contractor that the Government is prepared to make final payment,whichever is earlier.

(iii) Claims for reimbursement of costs (other than expenses of the Contractor by reason of its indemnification ofthe Government against patent liability), including reasonable incidental expenses, incurred by the Contractor underthe terms of this contract relating to patents.

(8) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.3903) and prompt payment regulations at 5 CFR part 1315.

(9) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for theappropriate EFT clause.

(10) Discount. In connection with any discount offered for early payment, time shall be computed from the date ofthe invoice. For the purpose of computing the discount earned, payment shall be considered to have been made onthe date that appears on the payment check or the specified payment date if an electronic funds transfer payment ismade.

() Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided

under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b.destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(I) Termination for the Government's convenience. The Government reserves the right to terminate this contract, orany part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop allwork hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject tothe terms of this contract, the Contractor shall be paid an amount for direct labor hours (as defined in the Schedule ofthe contract) determined by multiplying the number of direct labor hours expended before the effective date oftermination by the hourly rate(s) in the contract, less any hourly rate payments already made to the Contractor plusreasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard recordkeeping system that have resulted from the termination. The Contractor shall not be required to comply with the costaccounting standards or contract cost principles for this purpose. This paragraph does not give the Government anyright to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred thatreasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event ofany default by the Cortractor, or if the Contractor fails to comply with any contract terms and conditions, or fails toprovide the Government, upon request, with adequate assurances of future performance. In the event of terminationfor cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted,and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it isdetermined that the Government improperly terminated this contract for default, such termination shall be deemed atermination for convenience.

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(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to theGovernment upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merChantable and -,i,use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the• Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executiveorders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating toofficials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, FlyAmerican; and 41 U.S.C. 423 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in

the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Unique toGovernment Contracts paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause..

(7) The Standard Form 1449.

S•(8) Other documents, exhibits, and attachments

(9) The specification.

(t) Central Contractor Registration (CCR).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance andthrough final payment of any contract for the accuracy and completeness of the data within the CCR database, and forany liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in theCCR database after the initial registration, the Contractor is required to review and update on an annual basis from thedate of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurateand complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not asubstitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name(whichever is shown on the contract), or has transferred the assets used in performing the contract, but has notcompleted the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12,

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the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notificatior. c-,its intention to (A) change th:- name in the CCR database; (B) comply with the r.auirements of subpart 42.12; and (C)agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor mustprovide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform theagreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in thecontract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraphof the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate,in the CCR record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment ofClaims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor's CCRrecord that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor willbe considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFTclause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via CCRaccessed through https://www.acauisition.qov or by calling 1-888-227-2423 or 269-961-5757.

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

Cla)uses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect 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.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 orders or

task orders by the individuals or activities designated in the Schedule. Such orders may be issued from date of

award through the end of the period of performance.

(b) Work Orders will be placed using ProjectWorks online computer software, where the customer provideinformation on where to ship the materials, how, date, and additional special instructions. Then, this system

generates a delivery order by which ProjectWorks accesses to initiate work.

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

(d) (d) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order inthe mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized inthe Schedule.

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

(a) Minimum order. When the Government requires suppiies or services covered by this contract in an amoumn 0fless than $25,000.00, 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 $25,000.00;

(2) Any order for a combination of items in excess of $807,234.12; or

(3) A series of orders from the same ordering office within 15 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 the*Contractor 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 daysafter 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.

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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 day.

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 30 days; providedthat the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 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

C.7 52.219-11 SPECIAL 8(A) CONTRACT CONDITIONS, (FEB 1990)

The Small Business Administration (SBA) agrees to the following:

(a) To furnish the supplies or services set forth in this contract according to the specifications and the terms andconditions hereof by subcontracting with an eligible concern pursuant to the provisions of section 8(a) of the SmallBusiness Act, as amended (15 U.S.C. 637(a)).

(b) That in the event SBA does not award a subcontract for all or a part of the work hereunder, this contract may beterminated either in whole or in part without cost to either party.

(c) Except for novation agreements and advance payments, delegates to the Nuclear Regulatory Commission theresponsibility for administering the subcontract to be awarded hereunder with complete authority to take any action onbehalf of the Government under-the terms and .conditions of the subcontract; provided, however, that the NuclearRegulatory Commission shall give advance notice to the SBA before it issues a final notice terminating the right of asubcontractor to proceed with further performance, either in whole or in part, under the subcontract for default or forthe convenience of the Government.

(d) That payments to be made under any subcontract awarded under this contract will be made directly to thesubcontractor by the Nuclear Regulatory Commission.

(e) That the subcontractor awarded a subcontract hereunder shallhave the right of appeal from decisions of theContracting Officer cognizable under the "Disputes" clause of said subcontract.

(f) To notify the Nuclear Regulatory Commission Contracting Officer immediately upon notification by thesubcontractor that the owner or owners upon whom 8(a) eligibility was based plan to relinquish ownership or control ofthe concern.

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SECTION C NRC-HQ-13-C-38-O019

C.8 52.219-17 SECTION 8(a) AWARD (DEC 1996)

(a) By execution of a contract, the Small Business Administration (SBA) agrees to the following:

(1) To furnish the supplies or services set forth in the contract according to the specifications and the terms andconditions by subcontracting with the Offeror who has been determined an eligible concern pursuant to the provisionsof section 8(a) of the Small Business Act, as amended (15 U.S.C. 637(a)).

(2) Except for novation agreements and advance payments, delegates to the Nuclear Regulatory Commission theresponsibility for administering the contract with complete authority to take any action on behalf of the Governmentunder the terms and conditions of the contract; provided, however that the contracting agency shall give advancenotice to the SBA before it issues a final notice terminating the right of the subcontractor to proceed with furtherperformance, either in whole or in part, under the contract.

(3) That payments to be made under the contract will be made directly to the subcontractor by the contractingactivity.

(4) To notify the Nuclear Regulatory Commission Contracting Officer immediately upon notification by thesubcontractor that the owner or owners upon whom 8(a) eligibility was based plan to relinquish ownership or control ofthe concern.

(5) That the subcontractor awarded a subcontract hereunder shall have the right of appeal from decisions of thecognizant Contracting Officer under the "Disputes" clause of the subcontract.

(b) The offeror/subcontractor agrees and acknowledges that it will, for and on behalf of the SBA, fulfill and performall of the requirements of the contract.

(c) The offeror/subcontractor agrees that it will not subcontract the performance of any of the requirements of thissubcontract to any lower tier subcontractor without the prior written approval of the SBA and the cognizant ContractingOfficer of the Nuclear Regulatory Commission.

C.9 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (APR 2009)

(a) Definitions. As used in 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 businessunder 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 whetherdominance 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 Contractorshall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause,upon the occurrence of any of the following:

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(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.

(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:/iwwwsba .gov!services/contractinqopportunities/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, [ is not a small business concern under NAICS Code 541930 assigned tocontract number.

[Contractor to sign and date and insert authorized signer's name and title].

C.10 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 were given infull text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may beaccessed electronically at this/these address(es):

htto:/!www.arnet.cov/far

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52.204-9 PERSONAL IDENTITY VERIFICATION Ok-- JAN 20C"iCONTRACTOR PERSONNEL

52.227-14 RIGH-TS IN DATA--GENERAL DEC 200752.227-16 ADDITIONAL DATA REQUIREMENTS JUN 198752.227-17 RIGHT IN DATA- SPECIAL WORKS DEC 2007

52.245-1 GOVERNMENT PROPERTY APR 201252.245-9 USE AND CHARGES APR 2012

(End of Addendum to 52.212-4)

C.1 1 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVEORDERS--COMMERCIAL ITEMS (JAN 2013)

(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)).

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).

[] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010)(Pub. L. 110-252, Title VI, Chapter1 (41 U.S.C. 251 note)).

U (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.)

[XI (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (FEB 2012) (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) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (JAN 2012) (41 U.S.C.2313).

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[] (8) 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)

[] (9) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C. 657a).

[] (10) 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).

[] (11)[Reserved]

[X] (12)(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).

[ (13)(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.

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

:[X] (14) 52.219-8, Utilization of Small Business Concerns (JAN 2011) (15 U.S.C. 637(d)(2) and (3)).

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

f] (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.

[] (16) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C. 644(r)).

[X] (17) 52.219-14, Limitations on Subcontracting (NOV 2011) (15 U.S.C. 637(a)(14)).

[] (18) 52.219-16, Liquidated Damages--Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

[] (19)(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.

[] (20) 52.219-25, Small Disadvantaged Business Participation Program--Disadvantaged Status and Reporting(DEC 2010) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

[] (21) 52.219-26, Small Disadvantaged Business Participation Program--Incentive Subcontracting (Oct 2000)(Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

[ (22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (NOV 2011) (15 U.S.C.

657f).

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[X] (23) 52.219-28, Post Award Small Business Program Rerepresentation (APR 2009) (15 U.S.C 632(a)(2)).

[] (24) 52.219-29, Notice of Set-Aside for Economicaliy Disadvantaged Womern-Owned Small Business(EDWOSB) Concerns (APR 2012) (15 U.S.C. 637(m)).

[ (25) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under theWOSB Program (APR 2012) (15 U.S.C. 637(m)).

[X] (26) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

U (27) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (MAR 2012) (E.O. 13126).

[X] (28) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

[X] (29) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

[X] (30) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 4212).

[X] (31) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

[X] (32) 52.222-37, Employment Reports on Veterans (SEP 2010) (38 U.S.C. 4212).

[X] (33) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O.13496).

[X] (34) 52.222-54, Employment Eligibility Verification (Jul 2012). (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.)

[ (35)(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.)

U (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.)

U (36) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007)(42 U.S.C. 8259b).

U (37)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal Computer Products (DEC2007) (E.O. 13423).

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

[X] (38) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011)

U (39) 52.225-1, Buy American Act--Supplies (FEB 2009),(41 U.S.C. 10a-1Od).

[] (40)(i) 52.225-3, Buy American Act--Free Trade Agreements-- Israeli Trade Act (MAR 2012) (41 U.S.C. chapter83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, Pub. L.108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, and Pub. L. 112-41).

[ (ii) Alternate I (MAR 2012) of 52.225-3.

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[] (iii) Alternate II (MAR 2012) of 52.225-3.

[] (iv) Alternate III (MAR 2012) of 52.225-3.

[] (41) 52.225-5, Trade Agreements (NOV 2012) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

[X] (42) 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).

[] (43) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

[] (44) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C.5150).

[] (45) 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)).

0 (46) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

[X] (47) 52.232-33, Payment by Electronic Funds Transfer--Central Contractor Registration (Oct 2003) (31 U.S.C.3332).

[] (48) 52.232-34, Payment by Electronic Funds Transfer--Other than Central Contractor Registration (May 1999)(31 U.S.C. 3332).

[] (49) 52.232-36, Payment by Third Party (FEB 2010) (31 U.S.C. 3332).

[] (50) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

[] (51)(i) 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).

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

(c) The Contractor shall 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 provisions 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.).

0 (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206 and 41 U.S.C. 351,et seq.).

Employee Class Monetary Wage-Fringe Benefits

[3 (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.).

[] (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 seq.).

[] (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.).

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[] (6) 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.).

[] (7) 52.222-17, Nondisplacement of Qualified Workers (Jan 2013) (E.O. 13495).

[] (8) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (MAR 2009)(Pub. L. 110-247)

[ (9) 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 threshold, 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 General, 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 any shorterperiod specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If thiscontract 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 or tolitigation or the settlement of 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 otherdata, 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.

(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) 52.222-17, Nondisplacement of Qualified Workers (Jan 2013) (E.O. 13495). Flow down required inaccordance with .paragraph (1) of FAR clause 52.222-17.

(iv) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 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.

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(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 Actto 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.12 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 NRC policyto encourage offerors and contractors to propose current/former agency employees to perform work under NRCcontracts 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 ( ) are (X ) 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.13 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 CFR2009.570-2 in the activities covered by this clause.

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(c) Work for others.

(1) Notwithstanding an\y 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 contractor's 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,

(iii) Notwithstanding the foregoing, the contracting officer may authorize the contractor to solicit or perform this.type of work (except work in the same or similar technical area) if the contracting officer determines .that the situation-will 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 have 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 to 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 suchconflicts. The NRC may, however, 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 underlyingcontract. Further, if this contract involves work at a licensee or applicant site, the contractor agrees to exercisediligence 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 NRC atleast 15 days before the proposed award date in any event, unless a written justification demonstrating urgency anddue diligence to discover and disclose is provided by the contractor and approved by the contracting officer. The

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disclosure must include the statement of work, the dollar value of the proposed contract, and any other documemsthat are needed to fully describe the proposed work for the regulated utility or other regulated entity. NRC may dmapproval of the disclosed work only when the NRC has issued a task order which includes the technical area and, 1,site-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 of 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 (1988)), orthe Freedom of Information Act (5 U.S.C. Section 552 (1986)), the contractor agrees not to:

(i) Use this information 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 either thecompletion of this contract 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 information haspreviously been released to the public by the NRC.

(2) In addition, the contractor agrees that, to the extent it receives or is given access to proprietary data, dataprotected bythe 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 technicaldata it produces under this contract for private purposes provided that all requirements of this contract have been met.

(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 proposalstherefore (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.

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(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 basedthe statement of work or specifications. The contractor may not incorporate its Droducts~or services in the staiementof work or specifications unless so directed in writing by the contracting officer, in which case the restrictions in thi:sparagraph do not apply.

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

C.14 2052.215-70 KEY PERSONNEL (JAN 1993)

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

1. Alex Canizales, Project Manager2. Michelle Stephens, Alternate Project Manager3. Ruby Shelton, Shipping Co-ordinator

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 contractor's 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 thecontract 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.15 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: Kimberly English

Address: U.S Nuclear Regulatory CommissionOffice of Chief Human Capital Officer, 3 A44Washington, DC 20555-0001

Telephone Number: (301)287-0711

Email: Kimberiv.Enalish(C.nrc.qov

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(b) Performance of the work under this contract is subject to the technical direction of the NRC project officer. [7..term "technical direction" is defined to include the following:

(1) Technical direction to the contractor which shifts work emphasis between areas of work or tasks, authorizestravel 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 contractualSOW.

(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 must be within the general statement of work stated in the contract. The project officer doesnot 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 the 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 project officerin writing within ten (10) working days after verbal issuance. A copy of the written direction must be furnished to 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.

(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 sect;on, 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.

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(h) A failure of the parties to agree upon the nature of the instruction or direction or upon th? comnact action tE-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, or .unescorted 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.16 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 on or about annually from date of award for annual evaluation). Final evaluations ofcontractor performance will be prepared 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.

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The completed annual performance evaluation will be used to support future awar6 decisions in accordance w1:hFAR 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.17 BRANDING (AUG 2011)

The Contractor is required to use the official NRC branding logo or seal on any publications, presentations, products,or materials funded under this contract, to the extent practical, in order to provide NRC recognition for its involvementin 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.cov/ADM/brandina/ and Management Directive and Handbook 3.13 -

(internal NRC website): http://www.internal.nrc~gov/policy/directives/toc/md3. 1 3.htm

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

C.18 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 immigrationlaws and regulations, including employment authorization documents and visa requirements. Each alien employee 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. Citizenship andImmigration Services that employment will not affect his/her immigration status. The U.S. Citizenship and ImmigrationServices provides information to contractors to help them understand the employment eligibility verification process fornon-US citizens. This information can be found on their website, http://www.uscis.gov/lortal/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.19 DENIAL OF FEDERAL BENEFITS TO INDIVIDUALS CONVICTED OF DRUG TRAFFICKING ORPOSSESSION (AUG 2011)

In the event that an award is made to an individual, Section 5301 of the Anti-Drug Abuse Act of 1988 (P.L. 100-690),codified at 21 U.S.C. 862, authorizes denial of Federal benefits such as grants, contracts, purchase orders, financialaid, and business and professional licenses to individuals convicted of drug trafficking or possession.

C.20 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".

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To receive payment, the contractor shall prepare invoices in accordance with NRC's Billing Instructions. . i ,imshall be submitted on the payee's letterhead, invoice, or on the Government's Standard Form 1034, "Public Vouche-for 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 NRCPavments NBCDenver~i)nbc.gov. 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.21 GREEN PURCHASING (JUN 2011)

(a) In furtherance of the sustainable acquisition goals of Executive Order 13514, "Federal Leadership inEnvironmental, Energy, and 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) certified),non-ozone depleting, contain recycled content, or are non-toxic or less .toxic alternatives, where such products andservices meet agency performance requirements. httn://www.fedcenter.gov/programs/eo13514!

(b) The contractor shall flow down this clause into all subcontracts and other agreements that relate to performance

of this contract/order.

C.22 GOVERNMENT FURNISHED EQUIPMENT/PROPERTY (AUG 2011)

(a) The NRC will provide the Contractor with the requested recruitment events the NRC has approved forparticipation.

The NRC will provide the Contractor with the following Exhibit Displays and Materials:

1. Two kiosks with DVD monitors (Nomadic Design Display Model DL3064 or comparable);

2. Two Floor Pop-up Displays (T33-Nomadic or comparable), new hardware and graphics, FabriMural, 8 x8' flatw/end caps and hard shipping case;

(b) The equipment/ property listed below:

1. Thirteen Tabletop Pop-up Displays (T22-Nomadic or comparable), new hardware and graphics, FabriMural,5'X 5' flat w/end caps and hard shipping case

2. Fifteen Banner stands (Nomadic or comparable), single panel, new hardware and graphic (includes hardshipping case);

3. Six literature racks in one box (20" x 10" x15");

4. Seventy-six boxes of recruitment brochures (21" x 16" x 18 W'); and

5. Fifty-nine boxes of promotional items (20" x 14" x 18").

(c) Only the equipment/property listed above in the quantities shown will be provided by the Government. Thecontractor shall be responsible and accountable for all Government property provided under this contract and shall

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comply with the provisions of the FAR Government Property Clause under this contract and FAR Subpart 45.5, as i-effect on the date of this contract. The contractorshall 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 discovery.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.23 PACKAGING AND MARKING (AUG 2011)

(a) The Contractor shall package material for shipment to the NRC in such a manner that will ensure acceptance 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 product is

being provided.

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

C.24 PERIOD OF PERFORMANCE (AUG 2011)

This contract shall commence on February 1,2013 and shall expire 12 months from date of award January 31, 2014.The term of this contract may be extended at the option of the Government for an additional 12 months, from date ofaward, up to 12 months from date of award. The term of this contract may be extended at the option of theGovernment for an additional 36 months (not to exceed six months).

Base Period: February 1, 2013 - January 31, 2014Option Year 1: February 1, 2014 - January 31, 2015Option Year 2: February 1, 2015 - January 31, 2016Option Year 3: February 1, 2016- January 31, 2017Option Year 4: February 1, 2017- January 31, 2018

C.25 USE OF AUTOMATED CLEARING HOUSE (ACH) ELECTRONIC PAYMENT/REMITTANCE ADDRESS (AUG2011)

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 theAutomated Clearing House (ACH) electronic funds transfer payment system. Item 15C of the Standard Form 33 maybe disregarded.

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C.26 WHISTLEBLOWER PROTECTION FOR NRC CONTRACTOR AND SUBCONTf>C;TOR EMPLOYEES (,: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) andsubcontractor(s) shall comply with the requirements of this Whistleblower Employee Protection law, and theimplementing regulations of 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 procedures andthe requirement for prominent posting of notice of Employee Rights at Appendix A to Part 24 entitled: "Your RightsUnder 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 or otheremployment 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 performedunder this contract.

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SECTION D NRC-HQ-13-C-38-0019

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

Promotional Items - Attachment 1Billing Instructions - Attachment 2

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BILLING INSTRUCTIONS FOR FIXED-PRICE TYPE CONTRACTS (JULY 20 1)

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 iiabiiityresulting 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 INVOICE/VOUCHER 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 NBCDenver5)NBC.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"Invoice/Voucher 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.

Attachment 2 D-3


Final vouchers/invoices shall be marked "FINAL INVOICE" or "FINAL VOUCHER".

Currency: Invoices/Vouchers must be expressed in U.S. Dollars.

Supersession: These instructions supersede previous Billing Instructions for Fixed-Price Type Contracts (June 2008).

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+4.7 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), Government wide 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 Invoice/Voucher. 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.

Attachment 2 D-4


i. Work Completed. Provide a general summary description of the services performed or products submitted for theninvoice period and specify the section or Contract Line Item Number (CLIN) or SubCLIN in the contract pertaining :othe 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 thefContracting Officer of receipt of shipment.

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.

Attachment 2 D-5

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