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Title: Contaiment Knowledge Transfer s supportTotal Ceiling Amount $149,000.00Total Contract Ceiling Amount: $149,000.00Amount Obligated: $149,000.00Period of Performance: 24 months from effective dateContract type: Firm Fixed Price

Contract Specialist: Claudia Melgar 301 492-3487email: Claudia.Helgartnrc.govProject Officer: Allen hlotafranceaco 301-251-7560

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M. UNITED STATES OF 2SER1CAWOBy , .'/ A. Mrs. Adelis N. Rodriguez

Contracting Officer"11 COMTRACTIGIORDERENG OFFIER

SUNSI REVI OLMP i sp 1tP 15 , 2011

TABLE OF CONTENTS

SECTION A - CONTINUATION BLOCK ..................................... 1

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FORC O M M E R C IA L IT E M S .............................................................................................. . . 1

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

B.1 PROJECT TITLE CONTAINMENT KNOWLEDGETRANSFTER AND SUPPORT ................................................................................. 2B.2 BRIEF DESCRIPTION OF W ORK .................................................................... 2B.3 DURATION OF CONTRACT PERIOD (MAR 1987) .......................................... 2B4 PRICE/SCHEDULE ............................................ 2B.5 CONSIDERATION AND OBLIGATION -FIRM FIXED PRICE

(J U N E 19 9 8 ) ................................................................................................... . . 3B.6 DESCRIPTION/SPECIFICATIONS/WORK STATEMENT ................................ 4

SECTION C - CONTRACT CLAUSES ............................................................................... 11

C.1 52.212-4 CONTRACT TERMS ANDCONDITIONS--COMMERCIAL ITEMS (JUN 2010) ......................................... 11

C.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TOIMPLEMENT STATUTES OR EXECUTIVEORDERS--COMMERCIAL ITEMS (MAY 2011) ............................................... 17

C.3 NOTICE LISTING CLAUSES INCORPORATED BY REFERENCE .................. 23C.4 2052.209-72 CONTRACTOR ORGANIZATIONAL CONFLICTS OF

IN T E R E ST (JA N 1993) ..................................................................................... 23C.5 2052.215-71 PROJECT OFFICER AUTHORITY (NOVEMBER2006 ................ 26C .6 S E A T B E LT S ................................................................................................. . . 28C.7 REDUCING TEXT MESSAGING WHILE DRIVING (OCT 2009) ....................... 28C.8 COMPLIANCE WITH U.S. IMMIGRATION LAWS AND

R E G U LA T IO N S .............................................................................................. . . 28C.9 WHISTLEBLOWER PROTECTION FOR NRC CONTRACTOR AND

SUBCONTRACTOR EMPLOYEES (JULY 2006) ............................................. 29

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS ................... 30D.1 BILLING INSTRUCTIONS FOR FIXED-PRICE TYPE CONTRACTS(J U L Y 2 0 1 1 ) ............................................................................................................... 3 1

NRC-HQ-11 -C-04-0066

SECTION B - CONTINUATION BLOCK

B.1 PROJECT TITLEThe title of this project is as follows: Containment Knowledge Transfer and Support

B.2 BRIEF DESCRIPTION OF WORKThe contractor shall provide necessary personnel, management, materials, administrative andtechnical services required to provide technical assistance to facilitate and expedite containmentanalysis as outlined in the statement of work

B.3 DURATION OF CONTRACT PERIOD (MAR 1987)

The period of performance will be 2 years from the date of the contract.

B.4 PRICE/SCHEDULE

The Contractor shall provide staff expertise to examine and analyze the inventory of officeprocedures to the NRC in accordance with the "DESCRIPTION/SPECIFICATIONS/WORKSTATEMENT" for the contract period of performance at the rates as set forth above.

.BASE PERIOD:...September 9, 2011 throughSePtember.8, 2013

CLIN_, Decition.ý Total Firm.-Fixed ýPrice

001 Task 1: systematically collect and categorized $36,000.00(previously performed containment studies (e.g., nuclearplant licensing audit reports, CONTAIN/MELCOR codevalidations and code benchmarks) (as described in 4.1)

CLN~~.Dscniption, otlFmixed P.rice,

002 Task 2: Contractor shall perform the following $84,000.00containment related technical activities:(as described in subtask 2.1-2.3)

OLIN: Description, Total Firm:Fixed Price

003 Task 2.4: Contractor shall perform training to NRC staff $24,000.00and other entities.

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TRAVEL ESTIMATE September 9, 2011 hrough September 8, 2013.CLIN Category Total

EstimatedCosts

004 Travel (Cost Reimbursable) (Not toThe government will pay up to the rates specified in the Government Federal exceed)Travel Regulations (FTR) for travel destination. NO PAYMENT WILL BE $5,000.00MADE WITHOUT BACKUP DOCUMENTATION/RECEIPTS.All travel must be approved in advance by the NRC Project Officer

SEE SOW SECTION 9.0 "MEETINGS AND TRAVEL"

$5,000.00Estimated Total Travel

Firm Fixed Price Sub Total Task 1, 2, 3 $144,000.00.ESTIMATED TOTAL. BASE YEAR + Travel $149,000.00

B.5 CONSIDERATION AND OBLIGATION--FIRM FIXED PRICE (JUN 1988)

(a) The firm fixed price for CLINS 1, 2, 3 of this contract is $149,000.00.(b) The estimated ceiling for CLIN 4 is $5,000.00.(C) The total obligated amount for this contract is $149,000.00.

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STATEMENT OF WORK:

B.6 - DESCRIPTION/SPECIFICATIONSIWORK STATEMENT

TITLE: Containment Knowledge Transfer & Support

1.0 BACKGROUND

The Nuclear Regulatory Commission (NRC), Office of Research, Division of System Analysis(DSA) plans, develops and manages research programs to develop and maintain broad technicalexpertise, experimental data, numerical simulation analyses tools, and the knowledge basesneeded to provide the NRC with the ability to make reliable and technically sound regulatorydecisions. DSA, coordinates research activities with the program offices, as appropriate. DSA,works in partnership with universities, laboratories, and other national and international researchcenters involved in complementary areas. DSA, maintains an infra-structure ofcriticality safety, thermal-hydraulic and severe accident phenomenology, accident source terms,accident sequence analysis and develops analytical capabilities for realistic analyses to be usedin support of risk-informed regulatory decisions for a wide spectrum of conditions, includingnormal operation, accident, and severe accident conditions for current, new and advancedreactor designs. The developed computer codes and data are used to provide the technicalinfrastructure for reviewing and performing confirmatory analysis to support licensing decisions.DSA, conducts research to quantify margins, reduce unnecessary burden, and reduceuncertainties for areas of potentially high risk or safety significance. DSA, develops the methods,data, standards, and modeling tools to assess dose and health effects. DSA, develops themethods, data, standards, and modeling tools to assess the magnitude and effect of releasedradioactive material to the environment outside nuclear facilities. DSA, maintains broadtechnical expertise and provides consultation to NRC organizations in these specialized areas.

The containment encloses the reactor system and is the final barrier against the release ofradioactive fission products in the event of a breach of either the primary or secondary coolantsystem. Evaluations entail a variety of postulated design basis and beyond design basis(including core melt) events, involving accident progression and radiological source termcalculations. Computer codes, such as CONTAIN and MELCOR, are used in licensing reviews(including new reactor designs, e.g., AP1000, ESBWR, U.S. Evolutionary Power Reactor (EPR)etc.), in addressing regulatory safety issues (e.g., GSIs, risk-informing regulations, etc.), and inaddressing changes in containment safety margins. These computer codes serve as arepository of accumulated knowledge in the area of containment and severe accident researchand would be improved as new information is collected and disseminated.

In the early 1980s, the NRC sponsored the development of the CONTAIN code by SandiaNational Laboratories (SNL) for analyzing containment phenomena during postulated severeaccident events. By the end of the 1990s, code development and documentation was completedthus terminating the program. The SNL CONTAIN code development group was alsodisbanded. Consequently, the severe accident modeling was subsumed within the MELCORframework. However, the accumulated containment thermal-hydraulics analysis knowledgebase has yet to be completely transferred to the MELCOR code development and applicationsarena.

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The Fuel and Source Term Branch (FSTB) plans, develops, and manages research programssupporting risk-informed regulatory decision-making in the following areas:

" Fuels* Neutronics* Severe Accident Phenomenology

In support of FSTB's mission, the staff:

" Develop and maintain computer codes to perform severe accident analyses of postulatedaccidents at commercial power reactors and fuel cycle facilities.

* Develop and maintain analytical capabilities, computer codes and data bases forneutronics analysis and assessing criticality safety for current and advanced reactors, andspent fuel transportation casks.

* Develop and maintain computer codes to assess fuel and cladding performance underdesign basis accident conditions and for auditing licensee's safety analyses. Thesecomputer codes are used to perform quantitative analysis of fuel rod behavior and are anessential part of NRC's assessment of safety in reactor operations and spent fueltransportation and storage.

" Execute experimental programs to assess fuel and cladding behavior under design basisaccident conditions and gather data required to develop and verify fuel performancecodes.

" Maintain severe accident experimental data, analytical tools, capabilities and knowledgebases, and provides consultation to NRC organizations in these specialized areas tomake reliable and technically sound regulatory decisions.

An integral part of all the FSTB staff's efforts is working in partnership with universities,laboratories, and other national and international research centers involved in complementaryareas.

The FSTB is seeking technical assistance in facilitating and expediting containment analysissupport.

2.0 OBJECTIVE

The Contractor shall provide necessary personnel, management, materials, administrative andtechnical services required to provide technical assistance to facilitate and expedite containmentanalysis as outlined in the statement of work.

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3.0 GENERAL INFORMATION

3.1 SCOPE OF WORK

The contractor shall facilitate and expedite containment analysis knowledge transfer and providecontainment related technical assistance. The scope of work is divided into the following 2 tasks:

0

0

collect and categorized containment studiesperform the following containment related technical activities

3.2 PERSONNEL QUALIFICATIONS

The Contractor staff must have expertise in the area of containment thermal hydraulic analysiswith at least 25 years experience in the subject field, and possess all prior code assessments forthat time period.

3.3 ORDERING PROCEDURES

3.3.1 The contractor shall perform facilitation and containment analysis studies, asdescribed in the issued task orders for the purpose to support FSTB during thecontract period of performance.

3.3.2 The actual assignments Tasks 4.1, 4.2, 4.2.1 through 4.2.5) will be made by theNRC Contracting Officer (CO) and the NRC Project Officer (P0) through issuanceof task orders. No work shall commence on any task unless the contractor has asigned task order.

4.0 SPECIFIC TASKS

4.1 Task 1 COLLECT AND CATEGORIZED CONTAINMENT STUDIES

The contractor shall systematically collect and categorized (previously performed containmentstudies (e.g., nuclear plant licensing audit reports, CONTAIN/MELCOR code validations andcode benchmarks) as shown below:

Category Code Assessment Description Task(previously performed with CompletionMELCOR/CONTAIN)

SET Separate Effects TestsWisconsin Flat PlatePhebus FPTOJEARI Spray tests 12 months afterPANTHERS (GE) Receipt of testsGE Vent ClearingGE Level SwellMIT & UCB Single Tube

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Category Code Assessment Description Task(previously performed with CompletionMELCORICONTAIN)

12 months afterlET Integral Effects Tests Receipt oftes

Receipt of tests

German HDRCVTRPANDA (GE) 12 months afterAP600 LST Receipt of testNUPECNTS (hydrogen combustion)Waltz Mill (ice condenser)

Plant Analysis Targeted Plant Containment 12 months afterPerformance StudiesTypes (DBA & beyond DBA) Receipt of studies

Peak TMI San OnfrePress/Temp Sequoyah AP1000

ESBWR AP600 12 months afterPeak Diff(P) EPR Grand Gulf Receipt of studies

Watts Bar River BendH2 Kewaunee MillstoneCombustion Limerick SBWR

This archival methodology shall result in a collection of compact disk (CD)-ROMs. The contractorshall be required to clearly mark any proprietary information and/or analysis which shall be clearlymarked. Each CD shall focus on similar subject matter and shall contain:

* Final evaluation reports;* Code input decks;* Experimental data;* Key referenced reports/papers;* Code guidance documents;* Key model development reports;* Vendor modeling studies (e.g., MAAP and GOTHIC)

4.1 Deliverables: Within 12 months after contract award, the CD-ROMs shall be delivered tothe NRC project officer (PO), SNL MELCOR code developers and a copy to the NRC ContractingOfficer. A table of the deliverables associated with this task can be found inSection 8.0.

4.2 Task 2 CONTAINMENT RELATED TECHNICAL ACTIVITIES

The contractor shall perform the following containment related technical activities:

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4.2.1 Task 2.1 Peer review NRC and contractor generated containment code assessmentreports, including new and advanced reactor containment designs of relevantexperiments and plant calculations. And if needed, perform targeted codesensitivities.

4.2.2 Task 2.2 Continue to work with the MELCOR code developer (SNL) in proposing newand/or peer review any recommended containment related MELCOR codemodifications and user guidance. Particularly in areas where MELCOR haslacked adequate assessment of key modeling, e.g., ice condenser, hydrogencombustion or mixing.

4.2.3 Task 2.3Provide technical assistance related to complex containment analysis issues(e.g., review reports, etc.) and to participate in meetings, and workshops. [Forexample, this task will pursue follow-on assistance regarding the EPRcontainment performance evaluation; to evaluate MELCOR code adequacytargeted to other new reactors and the Fukushima events; and attend meetingswith the Advisory Committee on Reactor Safeguards (ACRS) and NRC staff.]

4.2.4 Task 2.4Provide training to NRC staff and other interested entities (e.g., Department ofEnergy labs and international counterparts) regarding MELCOR applications fornuclear plant containment analysis. [Plan for two training sessions (up to 3 dayseach and assuming at least 20 participants), the first session will be linked to theMELCOR workshop schedule, and the second will be performed about 20 monthsafter award of contract. Presentation material will be sent to the NRC PO at least2 weeks prior to the beginning of each training session.]

4.2.5 Deliverables:

The NRC CO and PO shall determine the deliverable for each targeted technical activity whichshall range from a telecom/e-mail (which shall be incorporated into the Monthly Letter StatusReport (MSLR)) to a brief letter report depending on the complexity of the subject matter. Inaddition, presentation materials related to task 2.4, should be provided to the NRC. A table of thedeliverables associated with this task can be found in Section 8.0 entitled"Deliverables/Schedules."

5.0 RESEARCH QUALITY

The quality of NRC research programs are assessed each year by RES. Within the context oftheir reviews of RES programs, the definition of quality research is based upon several majorcharacteristics:

Results meet the objectives (75 percent of overall score)Justification of major assumptions (12 percent)Soundness of technical approach and results (52 percent)Uncertainties and sensitivities addressed (11 percent)Documentation of research results and methods is adequate (25 percent of overallscore)Clarity of presentation (16 percent)Identification of major assumptions (9 percent)

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It is the responsibility of the contractor to ensure that these quality criteria are adequatelyaddressed throughout the course of the research that is performed. The NRC PO will review allresearch products with these criteria in mind.

6.0 REPORTING REQUIREMENTSIMONTHLY LETTER STATUS REPORT

The contractor shall document each defined task deliverable in a letter report format.

A MLSR is to be submitted to the NRC CO and PO by the twentieth (2 0 th) of the month followingthe month to be reported with copies provided to the following:

RESDSAMLSR.Resource(,nrc.qov

The MLSR shall identify the title of the project, the job code, the Principal Investigator, the periodof performance, the reporting period, summarize each month's technical progress, list monthlyspending, total spending to date, and the remaining funds and shall contain information asdirected in NRC Management Directive 11.1, linkhttp://www.nrc.qov/reading-rm/doc-collections/manaqement-directives/ Any administrative ortechnical difficulties which may affect the schedule or costs of the project shall be immediatelybrought to the attention of the NRC PO.

7.0 DELIVERABLESISCHEDULES-

The deliverables and schedule are noted in the tasks listed below.

Task/ Task Description Deliverable Deliverable DueSubtask

Systematically collect andcategorized previously Delivery of 12 months after task orderperformed containment CD-ROMs awardstudiesPeer review NRC and shall be provided incontractor generated a telecom and 24 months after task ordercontainment code incorporated in the awardassessment reports, MLSRContinue to work with theMELCOR code developer(SNL) in proposing new shall be provided inand/or peer review any a telecom and 24 months after task order

2.2 recommended incorporated in the awardcontainment related MLSRMELCOR codemodifications and userguidance.

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Task/ Task Description Deliverable Deliverable DueSubtask

Provide technicalassistance related tocompex cntaiment shall be provided inanaplyi conaisses t (a telecom and 24 months after task order

2.3 analysis issues (e.g., incorporated in the awardreview reports, etc.) and MLSRto participate in meetings,and workshops.Provide training to NRCstaff and other interested Shall provide 24 months after task orderentities to at least 20 training materials awardparticipants.

8.0 MEETINGS AND TRAVEL

Domestic travel may be necessary for the purpose of attending meetings at NRC headquarters.For the purposes of planning, it is estimated that four meetings of three days each to cover the 24months of contract duration. No international travel is planned.

9.0 NRC-FURNISHED MATERIAL

None.

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SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS(JUN 2010)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items thatconform to the requirements of this contract. The Government reserves the right to inspect or testany supplies or services that have been tendered for acceptance. The Government may requirerepair or replacement of nonconforming supplies or reperformance of nonconforming services atno increase in contract price. If repair/replacement or reperformance will not correct the defects oris not possible, the Government may seek an equitable price reduction or adequate considerationfor acceptance of nonconforming supplies or services. The Government must exercise itspost-acceptance rights-

(1) Within a reasonable time after the defect was discovered or should have beendiscovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due tothe defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due asa result of performance of this contract to a bank, trust company, or other financing institution,including any Federal lending agency in accordance with the Assignment of Claims Act (31U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwidecommercial purchase card), the Contractor may not assign its rights to receive payment underthis contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by writtenagreement of the parties.

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

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f).Excusable delays. The Contractor shall be liable for default unless nonperformance iscaused by an occurrence beyond the reasonable control of the Contractor and without its fault ornegligence such as, acts of God or the public enemy, acts of the Government in either itssovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes,

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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 anyexcusable delay, setting forth the full particulars in connection therewith, shall remedy suchoccurrence with all reasonable dispatch, and shall promptly give written notice to the ContractingOfficer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies(or electronic invoice, ifauthorized) to the address 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 itemsdelivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight ofshipment if shipped on 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 theinvoice only if required elsewhere in this contract.

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

(A) The Contractor shall include EFT banking information on the invoice only if requiredelsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoiceto be a proper invoice, the Contractor shall have submitted correct EFT banking information inaccordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Paymentby Electronic Funds Transfer-- Central Contractor Registration, or 52.232-34, Payment byElectronic Funds Transfer--Other Than Central Contractor Registration), or applicable agencyprocedures.

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

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

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(h) Patent indemnity. The Contractor shall indemnify the Government and its officers,employees and agents against liability, including costs, for actual or alleged direct or contributoryinfringement of, or inducement to infringe, any United States or foreign patent, trademark orcopyright, arising out of the performance of this contract, provided the Contractor is reasonablynotified of such claims and proceedings.

(i) Payment.-

(1) Items accepted. Payment shall be made for items accepted by the Government that havebeen delivered to the delivery destinations set forth in this contract.

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

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall becomputed from the date of the invoice. For the purpose of computing the discount earned,payment shall be considered to have been made on the date which appears on the paymentcheck or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing orinvoice payment or that the Government has otherwise overpaid on a contract financing or invoicepayment, the Contractor shall--

(i) Remit the overpayment amount to the payment office cited in the contract along with adescription of the overpayment 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 ContractingOfficer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under thiscontract shall bear simple interest from the date due until paid unless paid within 30 days ofbecoming due. The interest rate shall be the interest rate established by the Secretary of theTreasury 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, as provided in (i)(6)(v) of thisclause, and then at the rate applicable for each six-month period as fixed by the Secretary untilthe amount is paid.

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

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

(A) The Contracting Officer and the Contractor are unable to reach agreement on theexistence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the ContractingOfficer within the timeline specified in the demand for payment unless the amounts were notrepaid because the Contractor has requested an installment payment agreement; or

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

(iv) If a demand for payment was previously issued for the debt, the demand for paymentincluded 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 paymentresulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involvedbeginning 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 amountotherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt wouldotherwise have become payable to the Contractor.

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

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage tothe supplies provided under this contract shall remain with the Contractor until, and shall pass tothe 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.

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(I) Termination for the Government's convenience. The Government reserves the right toterminate this contract, or any part hereof, for its sole convenience. In the event of suchtermination, the Contractor shall immediately stop all work hereunder and shall immediatelycause any and all of its suppliers and subcontractors to cease work. Subject to the terms of thiscontract, the Contractor shall be paid a percentage of the contract price reflecting the percentageof the work performed prior to the notice of termination, plus reasonable charges the Contractorcan demonstrate to the satisfaction of the Government using its standard record keeping system,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 givethe Government any right to audit the Contractor's records. The Contractor shall not be paid forany work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, forcause in the event of any default by the Contractor, or if the Contractor fails to comply with anycontract terms and conditions, or fails to provide the Government, upon request, with adequateassurances of future performance. In the event of termination for cause, the Government shall notbe liable to the Contractor for any amount for supplies or services not accepted, anrd theContractor shall be liable to the Government for any and all rights and remedies provided by law.If it is determined that the Government improperly terminated this contract for default, suchtermination shall be deemed a termination for convenience.

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

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder aremerchantable and fit for use for the particular purpose described in this contract.

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to complywith 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certainFederal contracts; 18 U.S.C. 431 relating to officials 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; 41U.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.

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(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliancewith Laws Unique to Government Contracts paragraphs of this clause.

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(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 duringperformance and through final payment of any contract for the accuracy and completeness of thedata within the CCR database, and for any liability resulting from the Government's reliance oninaccurate or incomplete data. To remain registered in the CCR database after the initialregistration, the Contractor is required to review and update on an annual basis from the date ofinitial registration or subsequent updates its information in the CCR database to ensure it iscurrent, accurate and complete. Updating information in the CCR does not alter the terms andconditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, ordivision name (whichever is shown on the contract), or has transferred the assets used inperforming the contract, but has not completed the necessary requirements regarding novationand change-of-name agreements in FAR subpart 42.12, the Contractor shall provide theresponsible Contracting Officer a minimum of one business day's written notification of itsintention to (A) change the name in the CCR database; (B) comply with the requirements ofsubpart 42.12; and (C) agree in writing to the timeline and procedures specified by theresponsible Contracting Officer. The Contractor must provide with the notification sufficientdocumentation to support the legally changed name.

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

(3) The Contractor shall not change the name or address for EFT payments or manualpayments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignmentof claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered inthe CCR database. Information provided to the Contractor's CCR record that indicates payments,including those made by EFT, to an ultimate recipient other than that

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Contractor will be considered to be incorrect information within the meaning of the "Suspension ofpayment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmationrequirements via the internet at http://www.ccr.gov or by calling 1-888-227-2423 or269-961-5757.

C.2 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENTSTATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (MAY 2011)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR)clauses, which are incorporated in this contract by reference, to implement provisions of law orExecutive orders applicable to acquisitions of 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 ContractingOfficer has indicated as being incorporated in this contract by reference to implement provisionsof law or Executive orders applicable to acquisitions of commercial items:

[] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), withAlternate 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, Chapter 1 (41 U.S.C. 251 note)).

[] (3) 52.203-15, Whistleblower Protections under the American Recovery andReinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contractsfunded by the American Recovery and Reinvestment Act of 2009.)

[X] (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards(JUL 2010) (Pub. L. 109-282) (31 U.S.C. 6101 note).

[] (5) 52.204-11, American Recovery and Reinvestment Act-Reporting Requirements (JUL2010) (Pub. L. 111-5).

[X] (6) 52.209-6, Protecting the Government's Interest When Subcontracting withContractors Debarred, Suspended, or Proposed for Debarment (DEC 2010) (31 U.S.C. 6101note). (Applies to contracts over $30,000). (Not applicable to subcontracts for the acquisition ofcommercially available off-the-shelf items).

[] (7) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (section740 of Division C of Public Law 111-117, section 743 of Division D of Public Law 111-8, andsection 745 of Division D of Public Law 110-161)

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

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

[] (10) [Reserved]

[] (11)(i) 52.219-6, Notice of Total Small Business Set-Aside (June 2003) (15 U.S.C. 644).

[] (ii) Alternate I (Oct 1995) of 52.219-6.

[] (iii) Alternate II (Mar 2004) of 52.219-6.

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


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

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

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


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

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

[] (15) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(a)(14)).

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

[] (17)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small DisadvantagedBusiness Concerns (OCT 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, itshall so indicate in its offer.)

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

[] (18) 52.219-25, Small Disadvantaged Business Participation Program--DisadvantagedStatus and Reporting (DEC 2010) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

[] (19) 52.219-26, Small Disadvantaged Business Participation Program--IncentiveSubcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

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[] (20) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small BusinessSet-Aside (May 2004) (15 U.S.C. 657 f).

[X] (21) 52.219-28, Post Award Small Business Program Rerepresentation (APR 2009)(15 U.S.C 632(a)(2)).

[] (22) 52.219-29 Notice of Total Set-Aside for Economically DisadvantagedWomen-Owned Small Business (EDWOSB) Concerns (APR 2011).

[] (23) 52.219-30 Notice of Total Set-Aside for Women-Owned Small Business (WOSB)Concerns Eligible Under the WOSB Program (APR 2011).

[X] (24) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

[X] (25) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (JUL 2010)(E.O. 13126).

[X] (26) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

[X] (27) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

[X] (28) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 4212).

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

[X] (30) 52.222-37, Employment Reports on Veterans (SEP 2010) (38 U.S.C. 4212).

[X] (31) 52.222-40, Notification of Employee Rights Under the National Labor RelationsAct (DEC 2010) (E.O. 13496).

[X] (32) 52.222-54, Employment Eligibility Verification (Jan 2009). (Executive Order12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certainother types of commercial items as prescribed in 22.1803.)

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

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

[] (34) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007)(42U.S.C. 8259b).

[] (35)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal

Computer Products (DEC 2007) (E.O. 13423).

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

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[X] (36) 52.223-18, Contractor Policy to Ban Text Messaging while Driving (SEP 2010)(E.O. 13513).

[] (37) 52.225-1, Buy American Act--Supplies (FEB 2009) (41 U.S.C. 1Oa-1Od).

[] (38)(i) 52.225-3, Buy American Act--Free Trade Agreements-- Israeli Trade Act (JUN2009) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C 3805 note, Pub.L. 108-77, 108-78, 108-286, 108-302, 109-53 and 109-169, 109-283, and 110-138).

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

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

[] (39) 52.225-5, Trade Agreements (AUG 2009) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301note).

[X] (40) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s,proclamations, and statutes administered by the Office of Foreign Assets Control of theDepartment of the Treasury).

[] (41) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C.5150).

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

[] (43) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41U.S.C. 255(f), 10 U.S.C. 2307(f)).

[] (44) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C.255(f), 10 U.S.C. 2307(f)).

[X] (45) 52.232-33, Payment by Electronic Funds Transfer--Central ContractorRegistration (Oct 2003) (31 U.S.C. 3332).

[] (46) 52.232-34, Payment by Electronic Funds Transfer--Other than Central ContractorRegistration (May 1999) (31 U.S.C. 3332).

[] (47) 52.232-36, Payment by Third Party (FEB 2010) (31 U.S.C. 3332).

[] (48) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

[] (49)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb2006) (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 tocommercial services, that the Contracting Officer has indicated as being incorporated in thiscontract by reference to implement provisions of law or Executive orders applicable toacquisitions of commercial items:

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

[J (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-FringeBenefits

[J (3) 52.222-43, Fair Labor Standards Act and Service Contract Act--Price Adjustment(Multiple Year and Option Contracts) (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. 206 and 41 U.S.C. 351, et seq.).

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

[] (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts forCertain Services--Requirements (FEB 2009) (41 U.S.C. 351, et seq.).

[J (7) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (MAR2009)(Pub. L. 110-247)

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

(d) Comptroller General Examination of Record. The Contractor shall comply with theprovisions of this paragraph (d) if this contract was awarded using other than sealed bid, is inexcess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Auditand Records--Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of theComptroller General, shall have access to and right to examine any of the Contractor's directlypertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records,materials, and other evidence for examination, audit, or reproduction, until 3 years after finalpayment under this contract or for any shorter period specified in FAR Subpart 4.7, ContractorRecords Retention, of the other clauses of this contract. If this contract is completely or partiallyterminated, the records relating to the work terminated shall be made available for 3 years afterany resulting final termination settlement. Records relating to appeals under the disputes clauseor to litigation or the settlement of claims arising under or relating to this contract shall be madeavailable until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures andpractices, and other data, regardless of type and regardless of form. This does not require theContractor to create or maintain any record that the Contractor does not maintain in the ordinarycourse of business or pursuant to a provision of law.

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(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) ofthis clause, the Contractor is not required to flow down any FAR clause, other than those in thisparagraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, theextent 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 subcontracts that offer further subcontracting opportunities. If the subcontract(except subcontracts to small business concerns) exceeds $650,000 ($1.5 million for constructionof any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offersubcontracting opportunities.

(iii) [Reserved]

(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 clause52.222-40.

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

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

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

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

(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts forCertain 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. (MAR2009)(Pub. L. 110-247). Flow down required in accordance with paragraph (e) of FAR clause52.226-6.

(xiv) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). Flow down required in accordance withparagraph (d) of FAR clause 52.247-64.

(2) While not required, the contractor may include in its subcontracts for commercial items aminimal number of additional clauses necessary to satisfy its contractual obligations.

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C. 3 NOTICE LISTING CLAUSES INCORPORATED BY REFERENCE

The following clauses are hereby incorporated by reference (by Citation Number, Title, andDate) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BYREFERENCE" contained in this document. FAR 52.252-2 contains the internet address forelectronic access to the full text of a clause.

NUMBER TITLE DATE52.242-15 STOP-WORK ORDER AUG 198952.242-17 GOVERNMENT DELAY OF WORK APR 198452.233-4 APPLICABLE LAW FOR BREACH OF OCT 2004

CONTRACT CLAIM

C.4 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 itsperformance of this contract.

(b) Scope. The restrictions described apply to performance or participation by thecontractor, as defined in 48 CFR 2009.570-2 in the activities covered by this clause.(c) Work for others.

(1) Notwithstanding any other provision of this contract, during the term of this contract, thecontractor agrees to forego entering into consulting or other contractual arrangements with anyfirm or organization the result of which may give rise to a conflict of interest with respect to thework being performed under this contract. The contractor shall ensure that all employees underthis contract abide by the provision of this clause. If the contractor has reason to believe, withrespect to itself or any employee, that any proposed consultant or other contractual arrangementwith any firm or organization may involve a potential conflict of interest, the contractor shall obtainthe written approval of the contracting officer before the execution of such contractualarrangement.

(2) The contractor may not represent, assist, or otherwise support an NRC licensee orapplicant undergoing an NRC audit, inspection, or review where the activities that are the subjectof the audit, inspection, or review are the same as or substantially similar to the serviceswithin thescope of this contract (or task order as appropriate) except where the NRC licensee or applicantrequires the contractor's support to explain or defend the contractor's prior work for the utility orother entity which NRC questions.

(3) When the contractor performs work for the NRC under this contract at any NRClicensee or applicant site, the contractor shall neither solicit nor perform work in the same orsimilar technical area for that licensee or applicant organization for a period commencing with theaward of the task order or beginning of work on the site (if not a task order contract) and endingone year after completion of all work under the associated task order, or last time at the site (if nota task order contract).

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

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

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

(iii) Notwithstanding the foregoing, the contracting officer may authorize the contractor tosolicit or perform this type of work (except work in the same or similar technical area) if thecontracting officer determines that the situation will not pose a potential for technical bias or unfaircompetitive advantage.

(d) Disclosure after award.

(1) The contractor warrants that to the best of its knowledge and belief, and except asotherwise set forth in this contract, that it does not have any organizational conflicts of interest asdefined in 48 CFR 2009.570-2.

(2) The contractor agrees that if, after award, it discovers organizational conflicts of interestwith respect to this contract, it shall make an immediate and full disclosure in writing to thecontracting officer. This statement must include a description of the action which the contractorhas taken or proposes to take to avoid or mitigate such conflicts. 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 necessarilyencompasses a broad spectrum of activities. Consequently, if this is a task-order-type contract,the contractor agrees that it will disclose all proposed new work involving NRC licensees orapplicants which comes within the scope of work of the underlying contract. Further, if thiscontract involves work at a licensee or applicant site, the contractor agrees to exercise diligenceto discover and disclose any new work at that licensee or applicant site. This disclosure must bemade before the submission of a bid or proposal to the utility or other regulated entity and must bereceived by the NRC at least 15 days before the proposed award date in any event, unless awritten justification demonstrating urgency and due diligence to discover and disclose is providedby the contractor and approved by the contracting officer. The disclosure must include thestatement of work, the dollar value of the proposed contract, and any other documents that areneeded to fully describe the proposed work for the regulated utility or other regulated entity.NRC may deny approval of the disclosed work only when the NRC has issued a task order whichincludes the technical area and, if site-specific, the site, or has plans to issue a task order whichincludes 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, suchas NRC plans, policies, reports, studies, financial plans, internal data protected by the Privacy Actof 1974 (5 U.S.C. Section 552a (1988)), or the Freedom of Information Act (5 U.S.C. Section 552(1986)), the contractor agrees not to:

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

(ii) Compete for work for the Commission based on the information for a period of sixmonths after either the completion 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 oneyear after the release of the information to the public; or

(iv) Release the information without prior written approval by the contracting officerunless the information has previously been released to the public by the NRC.

(2) In addition, the contractor agrees that, to the extent it receives or is given access toproprietary data, data protected by the Privacy Act of 1974 (5 U.S.C. Section 552a (1988)), or theFreedom of Information Act (5 U.S.C. Section 552 (1986)), or other confidential or privilegedtechnical, business, or financial information under this contract, the contractor shall treat theinformation in accordance with restrictions placed on use of the information.

(3) Subject to patent and security provisions of this contract, the contractor shall have theright to use technical data it produces under this contract for private purposes provided that allrequirements of this contract have been met.

(f) Subcontracts. Except as provided in 48 CFR 2009.570-2, the contractor shall include thisclause, including this paragraph, in subcontracts of any tier. The terms contract, contractor, andcontracting officer, must be appropriately modified to preserve the Government's rights.

(g) Remedies. For breach of any of the above restrictions, or for intentional nondisclosure ormisrepresentation of any relevant interest required to be disclosed concerning this contract or forsuch erroneous representations that necessarily imply bad faith, the Government may terminatethe contract for default, disqualify the contractor from subsequent contractual efforts, and pursueother remedies permitted by law or this contract.

(h) Waiver. A request for waiver under this clause must be directed in writing to thecontracting officer in accordance 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 proposals therefor (solicited or unsolicited), which stem directly from thecontractor's performance of work under this contract. Furthermore, unless so directed in writingby the contracting officer, the contractor may not perform any technical consulting ormanagement support services work or evaluation activities under this contract on any of itsproducts or services or the products or services of another firm if the contractor has beensubstantially involved in the development or marketing of the products or services.

(1) If the contractor, under this contract, prepares a complete or essentially completestatement of work or specifications, the contractor is not eligible to perform or participate in theinitial contractual effort which is based on the statement of work or specifications. The contractormay not incorporate its products or services in the statement of work or specifications unless sodirected in writing by the contracting officer, in which case the restrictions in this paragraph do notapply.

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(2) Nothing in this paragraph precludes the contractor from offering or selling its standardcommercial items to the Government.

C.5 2052.215-71 PROJECT OFFICER AUTHORITY (NOVEMBER 2006)

(a) The contracting officer's authorized representative (hereinafter referred to as the projectofficer) for this contract is:

*Name:

*Address:

*Telephone Number:

*To be provided at the time of award.

(b) Performance of the work under this contract is subject to the technical direction of the NRCproject officer. The term "technical direction" is defined to include the following:

(1) Technical direction to the contractor which shifts work emphasis between areas of workor tasks, authorizes travel which was unanticipated in the Schedule (i.e., travel not contemplatedin the Statement of Work (SOW) or changes to specific travel identified in the SOW), fills indetails, or otherwise serves to accomplish the contractual SOW.

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

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

(c) Technical direction must be within the general statement of work stated in the contract. Theproject officer does not have the authority to and may not issue any technical direction which:

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

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

(3) In any way causes an increase or decrease in the total estimated contract cost, the fixedfee, if any, or the time required 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 issuesany unilateral directive whatever.

(d) All technical directions must be issued in writing by the project officer or must be confirmedby the project officer in writing within ten (10) working days after verbal issuance. A copy of thewritten direction must be furnished to the contracting officer. A copy of NRC Form 445, Request

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for Approval of Official Foreign Travel, which has received final approval from the NRC must befurnished to the contracting officer.

(e) The contractor shall proceed promptly with the performance of technical directions dulyissued by the project officer in the manner prescribed by this clause and within the project officer'sauthority under the provisions of this clause.

(f) If, in the opinion of the contractor, any instruction or direction issued by the project officer iswithin one of the categories as defined in paragraph (c) of this section, the contractor may notproceed but shall notify the contracting officer in writing within five (5) working days after thereceipt of any instruction or direction and shall request the contracting officer to modify thecontract accordingly. Upon receiving the notification from the contractor, the contracting officershall 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 notconstitute a change under the "Changes" clause.

(g) Any unauthorized commitment or direction issued by the project officer may result in anunnecessary delay in the contractor's performance and may even result in the contractorexpending funds for unallowable costs under the contract.

(h) A failure of the parties to agree upon the nature of the instruction or direction or upon thecontract action to be taken with respect thereto is subject to 52.233-1 -Disputes.

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

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

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

(3) Review all costs requested for reimbursement by the contractor and submit to thecontracting officer recommendations for approval, disapproval, or suspension of payment forsupplies and services required under this contract.

(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) (viae-mail) when a contractor employee no longer requires access authorization and return of anyNRC issued badge to SB/DFS within three days after their termination.

(6) Ensure that all contractor employees that require access to classified Restricted Data orNational Security Information or matter, access to sensitive unclassified information (Safeguards,Official Use Only, and Proprietary information) access to sensitive IT systems or data, unescortedaccess to NRC controlled buildings/space, or unescorted access to protected and vital areas ofnuclear power plants receive approval of SB/DFS prior to access in accordance withManagement Directive and Handbook 12.3.

(7) For contracts for the design, development, maintenance or operation of Privacy ActSystems of Records, obtain from the contractor as part of closeout procedures, written

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certification that the contractor has returned to NRC, transferred to the successor contractor, ordestroyed at the end of the contract in accordance with instructions provided by the NRC SystemsManager for Privacy Act Systems of Records, all records (electronic or paper) which werecreated, compiled, obtained or maintained under the contract.

C.6 SEAT BELTS

Contractors, subcontractors, and grantees, are encouraged to adopt and enforce on-the-jobseat belt policies and programs for their employees when operating company-owned, rented, orpersonally owned vehicles.

C.7 REDUCING TEXT MESSAGING WHILE DRIVING (OCT 2009)

(a) In accordance with Section 4 of Executive Order 13513, "Federal Leadership on ReducingText Messaging While Driving,"(October 1, 2009), the Contractor or Recipient is encouraged to:

(1) Adopt and enforce policies that ban text messaging while driving company-owned orrented vehicles or Government-owned vehicles, or while driving privately-owned vehicles whenon official Government business or when performing any work for or on behalf of the Government;and

(2) Consider new rules and programs to further the policies described in (a)(1), reevaluateexisting programs to prohibit text messaging while driving, and conduct education, awareness,and other outreach programs for employees about the safety risks associated with textmessaging while driving. These initiatives should encourage voluntary compliance with the textmessaging policy while off duty.

(b) For purposes of complying with the Executive Order:(1) "Texting" or "Text Messaging" means reading from or entering data into any handheld or

other electronic device, including for the purpose of SMS texting, e-mailing, instant messaging,obtaining navigational information, or engaging in any other form of electronic data retrieval orelectronic data communication.

(2) "Driving" means operating a motor vehicle on an active roadway with the motor running,including while temporarily stationary because of traffic, a traffic light or stop sign, or otherwise. Itdoes not include operating a motor vehicle with or without the motor running when one has pulledover to the side of, or off, an active roadway and has halted in a location where one can safelyremain stationary.

(c) The Contractor or Recipient shall encourage its subcontractor(s) or sub-recipient(s) toadopt and enforce the policies and initiatives described in this clause.

C.8 COMPLIANCE WITH U.S. IMMIGRATION LAWS AND REGULATIONS

NRC contractors are responsible to ensure that their alien personnel are not in violation ofUnited States Immigration and Naturalization (INS) laws and regulations, including employmentauthorization documents and visa requirements. Each alien employee of the Contractor must belawfully admitted for permanent residence as evidenced by Alien Registration Receipt Card Form1-151 or must present other evidence from the Immigration and Naturalization Services thatemployment will not affect his/her immigration status. The INS Office of Business Liaison (OBL)provides information to contractors to help them understand the employment eligibility verificationprocess for non-US citizens. This information can be found on the INSwebsite, http://www.ins.usdoj.gov/graphics/services/employerinfo/index.htm#obl.

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

C.9 WHISTLEBLOWER PROTECTION FOR NRC CONTRACTOR ANDSUBCONTRACTOR EMPLOYEES (JULY 2006)

(a) The U.S. Nuclear Regulatory Commission (NRC) contractor and its subcontractor aresubject to the Whistleblower Employee Protection public law provisions as codified at 42 U.S.C.5851. NRC contractor(s) and subcontractor(s) shall comply with the requirements of thisWhistleblower Employee Protection law, and the implementing regulations of the NRC and theDepartment of Labor (DOL). See, for example, DOL Procedures on Handling Complaints at 29C.F.R. Part 24 concerning the employer obligations, prohibited acts, DOL procedures and therequirement for prominent posting of notice of Employee Rights at Appendix A to Part 24.

(b) Under this Whistleblower Employee Protection law, as implemented by regulations, NRCcontractor and subcontractor employees are protected from discharge, reprisal, threats,intimidation, coercion, blacklisting or other employment discrimination practices with respect tocompensation, terms, conditions or privileges of their employment because the contractor orsubcontractor employee(s) has provided notice to the employer, refused to engage in unlawfulpractices, assisted in proceedings or testified on activities concerning alleged violations of theAtomic Energy Act of 1954 (as amended) and the Energy Reorganization Act of 1974 (asamended).

(c) The contractor shall insert this or the substance of this clause in any subcontracts involvingwork performed under this contract.

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SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

List of Attachments:Billing Instructions for Fixed-Price Type Contracts (July 2011)

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BILLING INSTRUCTIONS FORFIXED-PRICE TYPE CONTRACTS (JULY 2011)

General: During performance and through final payment of this contract, the contractor isresponsible for the accuracy and completeness of data within the Central Contractor Registration(CCR) database and for any liability resulting from the Government's reliance on inaccurate orincomplete CCR data.

The contractor shall prepare invoices/vouchers for payment of deliverables identified in thecontract, in the manner described herein. FAILURE TO SUBMIT INVOICESNOUCHERS INACCORDANCE WITH THESE INSTRUCTIONS MAY RESULT IN REJECTION OF THEINVOICENOUCHER AS IMPROPER.

Standard Forms: Payment requests for completed work, in accordance with the contract, shallbe submitted on the payee's letterhead, invoice/voucher, or on the Government's Standard Form1034, "Public Voucher for Purchases and Services Other than Personal," and Standard Form1035, "Public Voucher for Purchases Other than Personal--Continuation Sheet."

Electronic InvoiceNoucher Submissions: The preferred method of submittinginvoices/vouchers is electronically to the U.S. Department of the Interior's National BusinessCenter, via email to: NRCPayments NBCDenvercNBC.pov.

Hard-Copy Invoice/Voucher Submissions: If you submit a hard-copy of the invoice/voucher,a signed original and supporting documentation shall be submitted to the following address:

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

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 acquiredwith contract funds having an initial cost of $50,000 or more, in accordance with procedures setforth in NRC Management Directive (MD) 13.1, IV, C- "Reporting Requirements" (revised2/16/2011).

Agency Payment Office: Payment will continue to be made by the office designated in thecontract in Block 12 of Standard Form 26, Block 25 of Standard Form 33, or Block 18a ofStandard Form 1449, whichever is applicable.

Frequency: The contractor shall submit invoices/vouchers for payment once each month,unless otherwise authorized by the Contracting Officer.

Format: Invoices/Vouchers shall be submitted in the format depicted on the attached sampleform entitled "InvoiceNoucher for Purchases and Services Other Than Personal". Alternateformats are permissible only if they address all requirements of the Billing Instructions. Theinstructions for preparation and itemization of the invoice/voucher are included with the sampleform.

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Task Order Contracts: The contractor must submit a separate invoice/voucher for eachindividual task order with pricing information. This includes items discussed in paragraphs (a)through (p) of the attached instructions. In addition, the invoice/voucher must specify thecontract number, and the NRC-assigned task/delivery order number.

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 TypeContracts (June 2008).

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INVOICE/VOUCHER FOR PURCHASES AND SERVICES OTHER THAN PERSONAL

(SAMPLE FORMAT - COVER SHEET)

1. Official Agency Billing Office

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

2. Invoice/Voucher Information

a. Payee's DUNS Number or DUNS+4. The Payee shall include the Payee's Data UniversalNumber (DUNS) or DUNS+4 number that identifies the Payee's name and address. TheDUNS+4 number is the DUNS number plus a 4-character suffix that may be assigned at thediscretion of the Payee to identify alternative Electronic Funds Transfer (EFT) accounts for thesame parent concern.

b. Payee's Name and Address. Show the name of the Payee as it appears in the contract andits correct address. Where the Payee is authorized to assign the proceeds of this contract inaccordance with the clause at FAR 52.232-23, the Payee shall require as a condition of any suchassignment, that the assignee shall register separately in the Central Contractor Registration(CCR) database at http://www.ccr.gov and shall be paid by EFT in accordance with the terms ofthis contract. See Federal Acquisition Regulation 52.232-33(g) Payment by Electronic FundsTransfer - Central Contractor Registration (October 2003).

c. Contract Number. Insert the NRC contract number (including Enterprise-wide Contract(EWC)), GSA Federal Supply Schedule (FSS), Governmentwide Agency Contract (GWAC)number, or Multiple Agency Contract (MAC) number, as applicable.

d. Task Order Number. Insert the task/delivery order number (If Applicable). Do not includemore than one task order per invoice or the invoice may be rejected as improper.

e. Invoice/Voucher. The appropriate sequential number of the invoice/voucher, beginning with001 should be designated. Contractors may also include an individual internal accountingnumber, if desired, in addition to the 3-digit sequential 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 duringwhich deliverables were completed and for which payment is requested.

h. Description of Deliverables. Provide a brief description of supplies or services, quantity, unitprice, and total price.

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i. Work Completed. Provide a general summary description of the services performed orproducts submitted for the invoice period and specify the section or Contract Line Item Number(CLIN) or SubCLIN in the contract pertaining to the specified contract deliverable(s).

j. Shipping. Insert weight and zone of shipment, if shipped by parcel post.

k. Charges for freight or express shipments. Attach prepaid bill if shipped by freight or express.

I. Instructions. Include instructions to consignee to notify the Contracting Officer of receipt ofshipment.

m. For Indefinite Delivery contracts, the final invoice/voucher shall be marked FINAL INVOICE"or "FINAL VOUCHER".

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 fordeficient or defective products or nonconforming services, for the current and cumulative periods.

p. Grand Totals.

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OLMP i 1tP 2011 · (a) The firm fixed price for CLINS 1, 2, 3 of this contract is $149,000.00. (b) The estimated ceiling for CLIN 4 is $5,000.00. (C) The total obligated amount for

Documents