ORDER FOR SUPPLIES OR SERVICES PAGE OF PAGES · (Rational Process Manager) 004 Web Consultant $220, 864.00 ... requirements for the current and the next generation search engine and

PAGE OF PAGESORDER FOR SUPPLIES OR SERVICES | 2

IMPORTANT: Miarkall pacages and papers wth contnact andlorordernumbers. SPA NO.

1. DATE OF ORDER )i 2. CONTRACT NO. (il any) 6. SHIP TO:

'- V \ sZ\ n GS3FO607M a . NAME OF CONSIGNEE3. ORDER NO. MODIFICATION NO. 4. REQUISmONIREFERENCE NO. U.S. Nuclear Regulatory Cc'rmission

DR-33-06-353 OIS-06-353 Attn: Tu Tran, (301) 415-71195. ISSUING OFFICE (Addre:;s correspondence to) b. STREET ADDRESS

U.S. Nuclear }.egulatory Co~nission Mail Stop: T6-EBOPDiv. of Contrz.ctsAttn: H. (Eddie) Col6n, Jr. c.CtTY d STATE F.ZIPCODEMail Stop T-7-1-2Washington, DC: 20555 Washington 20555

7. TO: I. SHIP VIA

&NAME OF CONTRACTOR

NUMBER SIX SOFTWARE, INC 8. TYPE OF ORDER

b. COMPANY NAME

ATTN: PAUL MO'SKOWITZ a. PURCHASE 0 b. DELIVERY

Reference your Except for billring istnictions on the reverse, thisc. STREET ADDRESS Please fumish the foIlowing on the terms and dsliverybsk order is ubJect to istructions

1593 SPRING H2LL ROAD conditions specified on bolh sIdes of this order contaIned on this sIde orly er te$ form end IsSUITE 220 end on the attadied sheet, If any, including issued sub)ect to the tbmrs and conditions

d. CITY| e. STATE r. ZIP CODE delivery as Indicated. of the above-numbered contnscl.VIENNA VA 221622245

P. ACCOUNTING AND APPRIOPRIATION DATA $100,000.00 10. REUISITlONING OFFICE CIO610-15-SF1-34C J1203-1 252A 31X0200.610OBLIGATE: $10(0,000.00 OIS/BPIAD

11. BUSINESS CLASSIFICATION (Check appropriate boDXes)) 12. F.O.B. POINT

a. SMALL ] b. OTHER THAN SMALL c. DISADVANTAGED o. SERVICE. Destinat Lan

Fl VETERAN.ELd. WOMEN-OWNED U e. HUBZone f. EMERGING SMALL OWNEDF BUSINESS

13. PLACE OF 14. GOVERNMENT BEL NO. IS. DELVER TO F.O.. POINT 16. D!S'ZOUNT TERMSON OR BEFORE (Date)

a INSPECTON bAC^EPTANCE 01/13/06 - 05/12/06 NEr 30

17 SCHEDULE (Sea renerso for Reectons) See CONTINUATION Page

QUANTITY UNIT OUANTrTYITEM NO. SUPPLIES OR SERVICES ORDERED UNIT PRICE AMCUNT ACCEPTED

(A) DUNS# D4Ut 34304 (0) (C) (D) (E) (F) (G)

The Contractor shall vrovide "Onerational Sunoort for the Estimated DiscountodNRC Project Management Methodology (PMM) and Supporting

Tools", in accordance with the attached SOW, the terms andand conjitions of GSA Contract No. GS-35F-0607M and this

Task OrJer, and at the prices stated in the SCHEDULE below.

PERIOD OF PERFORMANCE 01/13/2006 - 05/12/2006

001 Analyst/Librarian $480.00(Security Officer)

002 Systems/Business Analyot _I117,542.40(Rational Analyst)

003 Web Ard-titect _105,638.40(Rational Process Manager)

004 Web Consultant $220, 864.00(Rational Tools Specialist)

005 Senior 4Reb Consultant $185, 600.00(Rational Project Manager)

CONTINUED ON PAGE 2.. ..= 20 INV

1L. SHIPPING POINT 1o. GROC SHIPPING WEIGHT 20. INVOICE NO.I CEILING AMOU T: $630,124.00

21. MAIL INVOICE TO: 171.)TOTAL

SEILIG a. NAME (Cont.SEEBUILLING U.S. Nuclear Regulatory Commission .ages)

ON Division of Contracts, Mail Stou T-7-I-2REVERSE b. STREET ADDRESS (or P.O. Bow)

Attn: 1DR-33-06393) 17I.GRANM

d. crrY A. STATE U. ZIP CODE TOTAL.

Washington DC 20555 OBLIGATED AMOU r: 5100,000.00

22.UNITEDSTATESOFAMIERICA I iI

BY (Slgnaturo) \ IC WK A Af flk, \I, A)\ ,I23. NAME {Typed)

Valerie WhippleContracting Officer

TITLE: CONTRACTING/ORDERwG OFAIzER

TEM1m lf Toi kU.j-

SISP REVIEW COMPLETE

ORDER FOR SUPPLIES OR SERVICES PAGE NO.

SCHEDULE - CONTINUATION 2

IMPORTANT: Mark 11 pat p r agsand papers with contract. ndoor order numbers.

DATE OF ORDER CONTRACT NO. ORDER NO.

GS35F0607m DR--33-06-353QUANTITY UN UAITY

ITEM NO. SUPPUES OR SERVICES ORDERED UNIT PRICE AMOUNT ACCEPTEt(A) ()(C) (D) E) (F) (G)

ATTACH-MENTS:1. Stat-ment of Work (SOW) and Other Terms and Conditions

2. NRC :Torm 1873. Billing Instructions

Reference is made to your proposal dated 12/8/2005, asrevised 01/13/2005, in response to this effort.

ACCEPTED:

C7 I- e( (I 6 -Lr- l~q - 5e r.,-.,NAME AND) TITU A (

,//2; Cy/ec/SIGNATR t/ / / DATZ

P. Ir

£ £ & I

TOTAL CARRIED FORWARD TO 1ST PAGE (ITEM 17(H))A-

NSN 7S40-014152-082 OPTIONAL FORM 011011/13a)ProactlIel by GSAFAR 148 CFRI 53.21ila

DR-33-06-353Attachment #1Sta:ement of Work and Other Terms and Conditions

Operational Support for the NRC Project Management Methodology (PMM) andSupporting Tools

STATEMENT OF WORK (SOW)

1.0 General

The NRC has developed an integrated Project Management Methodology (PMM) andacquired the Rational Enterprise Suite (RES) as software tools to support the PMM processframework.

NFRC's Office of Information Services (OlS) anticipates the need to support the software inthe following areas: a) establish and maintain an operational environment of the'RationalEnterprise Suite software tools; b) increase user outreach and marketing to fosterunderstanding of how using PMM and RES tools can benefit the agency by providing acom-iputer based application with the industry proven Systems Development Life-CycleManagement Methodology (SDLCM) to ensure that IT systems optimize missionperformance, contain IT costs, and reduce duplication of effort; c) increase utilization of bestpractices from private industry and Federal government.

The NRC plans on utilizing the ClearQuest, ClearQuestWeb, RequisitePro, Rose,ClaarCase, TestManager, Robot, SoDA, and ProjectConsole modules of the RES during theInception, Elaboration, Construction and Transition processes as defined in the PMMframework.

2.D Scope

The overall scope of Operational Support for the NRC Project Management Methodology(FIMM) and Supporting Tools shall include all activities necessary for the contractor toprepare for and support the implementation of PMM, the use of RES software, and tore commend a revised deployment strategy for the NRC. The Contractor shall providenecessary personnel, management, materials, administrative and technical servicesrequired as requested for the tasks outlined in this order.

Tasks for Operational Support for the NRC Project Management Methodology andSupporting Tools (Rational Enterprise Suite) may cover:

* Defining best practices for implementing Rational Enterprise Suite software tools.* Providing technical assistance and support with setting up, documenting, and tuning

the Rational Enterprise Suite environment.* Participating in setting up and documenting Standard Operating Procedures (SOP)

for the NRC based on the best practices.. Creating templates and user interfaces based on standards.* Providing monthly training session to NRC staff on PMM and Rational Tools.• Providing expert technical support services for application developers, business

Page 1 of 26

DR-33-06-353A Attachment #1

Slatement of Work and Other Terms and Conditions

sponsors of IT applications, and OIS staff at the NRC concerning PMM tools andtechniques in Project Management, Requirement Analysis, Software Quality,Software Deployment and Management, Software Change and ConfigurationManagement, and Process and Portfolio Management.

3.D Objective and Task Requirements

This SOW defines a baseline level of effort for supporting Project Management Methodologyarid Supporting Tools (Rational Enterprise Suite) activities. The contractor shall provide thenecessary resources to provide comprehensive services to OIS and its customers toperform routine and specific services for the PMM and supporting tools' environment.

Work requirements under shall include the following tasks:

3.1 The Contractor shall complete NRC site access security forms as provided by NRC uponcontract award.

3.2 The Contractor shall review the current environment settings to recommend a reviseddeployment strategy that shall meet the NRC needs, if needed. However, the deploymentstrategy shall incorporate the best practices utilized by industry and other Federal agencies.The Contractor shall present the recommended strategy along with documentationvalidating those recommendations to the NRC for review and acceptance. Once acceptedby the NRC, the Contractor shall implement the recommendations.

3.3 The Contractor shall define best practices and make recommendations to the NRC inregard to streamlining the PMM process by utilizing the RES tool set.

3.4 The Contractor shall participate in setting up and documenting RES standards based onbest practices.

3.5 The Contractor shall create templates, user interfaces, and modules of reusable codebased on the standards.

3.63 The Contractor shall provide expert technical support services for business sponso-s ofSystems/Applications, Application/System developers, and OIS staff at the NRC concerningtools, techniques, coding and form standards, application security, and applicationaccessibility.

3..7 The Contractor shall, upon request, prepare and present RES usability, progress oiwork, unique or interesting technical findings, and results of research to NRC staff andmanagement. Upon request, the Contractor shall attend and participate in regularlyscheduled staff, planning, and task control meetings, as requested.

3.13 The Contractor shall maintain a repository of both electronic and paper documentation ofall supporting documentation related to this program. All documentation and data related tothe Operational Support for the NRC Project Management Methodology and SupportingTcols is the property of the NARC.

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DR-33-06-353Attachment #1Statement of Work and Other Terms and Conditions

3.9 The Contractor shall provide the necessary resources to provide comprehensiveservices to perform routine and specific operational support for the Rational Enterprise Suiteenvironment.

3.10 The contractor shall create a Project Management Plan which describes the scheduleassociated with this effort. The initial version of the Project Management Plan shall beavailable to the NRC project officer one week after project startup and updated every monththereafter.

3.11 The contractor shall provide monthly training sessions on PMM and Rational Tools toN RC staff.

3.12 The contractor shall develop additional content to the PMM such as EnterpriseArchitecture (EA), CPIC, EVMS.

3.13 The contractor shall monitor and update the PMM web-site content with currentinformation.

3.14 The contractor shall provide support to the PMM pilot projects: National SourceTracking System (NSTS), ERDS, SLES, FEES Replacement, ADAMS 5.0, EIE, ForeignTravel System.

3.15 The contractor shall provide support to assigned projects in creating Test ManagementPlan and Test script.

3.16 The contractor shall provide operational support during normal working hours.

3.17 The contractor shall provide support to HLW Metasystem compliance on the RES toolsarid PMM artifacts.

3.18 The contractor shall provide support to HLW Configuration Management.

3.19 The contractor shall provide support to HLW Use Cases development, SystemRequirement Specifications, and Test Cases.

3.20 The contractor shall provide define a validation and refinement approach to EIE andD'DMS area in HLW.

3.21 The contractor shall provide support to the converting what exists into the properformat for the ADAMS, EHD, and Convera implementation area in HFLW.

3.22 The contractor establishing and maintaining RES accounts for the three ADAMSConvera applications. There will have to be three separate accounts, one for each library.

3.23 The contractor shall provide support to activities related to the final design anddeployment of the application for the ADAMS Main Library, including testing, development ofsupport materials for the computer operational staff and the users.

3.24 The contractor shall evaluate the differing designs and configurations of the three

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-i

EDR-33-06-353A.ttachment #1Statement of Work- and Other Terms and Conditions

existing applications.

3.25 The contractor shall evaluate the capabilities and design options of the Converaproducts.

3.26 The contractor shall provide support in affirming/determining/documenting therequirements for the current and the next generation search engine and plan for thesoftware upgrade.

3.27 The contractor shall record the outcome of project meetings and maintain the inventory: change requests and the Issues/Risks.

3.28 The contractor shall provide support and assistance in the development of newConvera interfaces with FileNet libraries.

4.0 Deliverables and Due Dates

Deliverables Due date (not later than)1 week after Task startup and mon'hly

Project Management Plan thereafterReview and Update Master Plan: CM, 1 month after Task startup and asChange Request, Test Manager, System neededRequirementsUpdate Installation/Administration/ As neededOperations Documentation/User Help filesWeekly Task Progress Report Weekly

Capture of all items under Configuration Concurrent with the deployment of anyManagement new versionsProvide classroom training on ClearCase Monthly(CC), ClearQuest (CQ), Test Manager-andRequisiteProProvide classroom training on PMM to NRC Monthlystaff IProvide one-on-one training on CC, CQ, Test As needed and approved by TaskManager and RequisitePro Manager

Oral Briefings and Participation in Meetings

Contractor personnel shall attend and participate in regularly scheduled staff, planning andtask control meetings as requested. Upon request, the Contractor shall prepare and presentoral briefings on progress of work, unique or interesting technical findings, result of researchand presentation of draft conclusions or reports. It is anticipated that meetings may occurweekly initially and taper to an as-needed basis and that one or two presentations per monthnmay be necessary.

Page 4 of 26

1)R-33-06-353Attachment #1statement of Work and Other Terms and Conditions

Current Environment

The current NRC Rational Enterprise environment is as follows:

LAN OS

Novel NetWare 6.1

Apps Server

Windows 2000, Rational Enterprise Suite, ClearCase Multisite

Hardware for Rational Server

Dell 2650

Client Software

Client workstation: Pentium 2/233 MHz or better workstation with a minimum of 256MB of RAM and 20 GB hard disk.

Client O/S software: Windows XP professional.

C;&0 Period of Performance

The period of performance of this task order is January 13, 2006 through May 12, 2006.

(1.0 Place of PerformancelHours of Operation

The NRC will provide on-site space for one contractor. Government-furnished equipmentcn-site shall include a desktop for the on-site contractor for general office use withconnection to the rational servers. It is understood that if different types of skills arerequired, contractor personnel shall share this common work area. The Contractor shallprovide support for various operational support tasks for the NRC Project ManagementMethodology and Rational Enterprise Suite, Monday - Friday during the hours of 7 AM andE; PM. The Contractor shall be available during the core hours of 9 AM - 3:30 PM, EST. Anormal work week will consist of 40 hours which may be spread across several skill mixeswith no overtime or extra hours. Office location follows:

U. S. Nuclear Regulatory CommissionHeadquarters11545 and 11555 Rockville PikeRockville, MD 20852

Page 5 of 26


7.0 Personnel Qualifications

The contractor shall identify key personnel in the technical proposal regardless of the type oftask. NOTE: Key personnel may not be added nor removed from the task without expressapproval of the Contracting Officer (Refer to the Key Personnel Clause under Section B. ofthis SOW).

Contractor key personnel shall have:

a. Extensive experience, or academic training in the Rational Architect, Rational Tools,and Rational Functional/Processes

b. Excellent communications and interpersonal skillsc. Competency in writing user and technical documentation as demonstrated through

prior assignmentsd. Competency in managing a project (e.g., costs, schedules, staff) as demonstrated

through prior assignmentse. Extensive experience in Windows 2000 and Windows 2003 server environment

8.0 Reporting Requirements

* Monitoring of Funds

Work on this SOW is measured in support hours provided and since the effort is constrainedby a fixed budget, the contractor shall monitor and report expenditure of staff hours monthlyand shall compare actual monthly expenditures with proposed monthly expendituresoutlined in the spending plan. The Government reserves the right to redirect effort within thescope of this task to insure that the product is as usable within the limits of the fundsprovided.

* Project Management Plan

The contractor shall submit a detailed Project Management Plan to cover this work. Theplan will show tasking, milestones, labor category and/or staff assigned and the projectednumber of hours to complete each task by staff member. This plan will be maintained inMicrosoft Project 2000 format. This plan will be updated at the above level of detail or, amonthly basis for the duration of the task. The Project Management Plan will also includedollars by labor category/assigned personnel which will support the contractor's estimate forthe work executed under this contract.

* Monthly Reports

The contractor shall provide a Monthly Status Report to the NRC Project Officer and theContracting Officer by the 3rd of each month. The report shall also contain the ordernumber, and task; the period covered by the report; a summary of work performed duringthe reporting period for each task, including appropriate statistics and plans for the nextreporting period; a discussion of project plans, problems and the proposed corrective action,and analysis of the impact on other tasks within the scope of the SOW; and a status ofexpenditures under the reporting period, cumulative expenditures to date, funds obligated to

Page 6 of 26

DR-33-06-353Attachment #1Statement of Worlk and Other Terms and Conditions

date, and balance of funds required to complete the order.

9.0 Submission of Deliverables/Reports

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

Tu Tran (1 Copy)U.S. Nuclear Regulatory CommissionOffice of Information SystemsMail Stop: T6-F33Washington, DC 20555(301) 415-7119nT@ nrc.gov

Robert B. Webber, Contracting Officer (1 copy)c/o Heriberto (Eddie) Col6n, Jr., Contract SpecialistOffice of AdministrationDivision of ContractsMail Stop: T-7 12Washington, D.C. 20555-00013C1 -415-7135HX<C3 @ nrc.aov

1C.0 Records/Data.

Al deliverables / products from this Statement of Work will be delivered in the followingformats unless an exception is mutually agreed upon by the contractor and the NRC:

a) Reports shall be delivered in WordPerfect 10.0, Word 2002, PDF, and/or HTMLformat

b) Presentations shall be delivered in MS PowerPoint XPc) Data shall be delivered in Comma Separated Value (CSV) files.

Al, data, deliverables and products belong to the NRC. Written permission shall be obtainedfrom the NRC prior to use or publication of these data, deliverables or products. Nodesignation of NRC shall be applied to any publication of these data, deliverables orproducts without express written permission from the NRC.

11.0 Government Furnished Items.

The Contractor shall specifically identify in their proposal the type, amount, and time framesrequired for any government resources, excluding those listed below.

The Government will provide the following:

* For scheduled meeting dates, conference rooms will be reserved for contractor use.

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Each of these rooms has a telephone available for use.

Current Rational Enterprise Suite artifacts, Standard Operational Procedures, appl cableregulations, manuals, texts, briefs and other materials associated with the project.

* Initial familiarization I orientation will be provided on site. Government furnishedequipment on-site shall include a desktop configuration for the on-site employee forgeneral office use with connection to the RES servers.

12.0 508 Compliance

The Industry Partner shall support the Government in its compliance with Section 508,throughout the development and implementation of the work to be performed. Section 508of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d) requires that when Federalagencies develop, procure, maintain, or use electronic information technology, Federalemployees with disabilities have access to and use of information and data that iscomparable to the access and use by Federal employees who do not have disabilities,unless an undue burden would be imposed on the agency. Section 508 also requires thatindividuals with disabilities, who are members of the public seeking information or servicesfrom a Federal agency, have access to and use of information and data that is comparableto that provided to the public who are not individuals with disabilities, unless an undueburden would be imposed on the agency.

The Industry Partner should review the following websites for additional 508 informaticn:

bttD://www.section5O8.qov/index.cfm?FuseAction=Content&lD=1 2http ://www.access-board.pov/508.htmhttp://www.w3.orglWAI/Resources

13.0 Travel

Only local travel is anticipated.

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D:R-33-06-353Altachment #1Statement of Work and Other Terms and Conditions

OTHER TERMS AND CONDITIONS APPLICABLE TO THIS TASK ORDER

14.0 CONSIDERATION AND OBLIGATION

(a) The total estimated amount of this contract (ceiling) for the products/services ordered,delivered, and accepted under this contract is $630,124.80.

X b) The amount presently obligated with respect to this contract is $1 00,000.00. Thisobligated amount may be unilaterally increased from time to time by the Contracting Officerby written modification to this contract. The obligated amount shall, at no time, exceed thecontract ceiling as specified in paragraph (a) above. When and if the amount(s) paid aidpayable to the Contractor hereunder shall equal the obligated amount, the Contractor shallnot be obligated to continue performance of the work unless and until the Contracting Officershall increase the amount obligated with respect to this contract. Any work undertaken bythe Contractor in excess of the obligated amount specified above is done so at theContractor's sole risk.

15.0 2052.204.70 SECURITY (MAR 2004)

(a) Contract Security and/or Classification Requirements (NRC Form 187). The policies,procedures, and criteria of the NRC Security Program, NRC Management Directive (MD) 12(including MD 12.1, "NRC Facility Security Program;" MD 12.2, "NRC Classified InformationSecurity Program;" MD 12.3, "NRC Personnel Security Program;" MD 12.4, "NRCTelecommunications Systems Security Program;" MD 12.5, "NRC Automated InformationSystems Security Program;" and MD 12.6, "NRC Sensitive Unclassified Information SecurityProgram"), apply to performance of this contract, subcontract or other activity. This MD isincorporated into this contract by reference as though fully set forth herein. The attachedNRC Form 187 (See List of Attachments) furnishes the basis for providing security andclassification requirements to prime contractors, subcontractors, or others (e.g., bidders)who have or may have an NRC contractual relationship that requires access to classifiedRestricted Data or National Security Information or matter, access to sensitive unclassifiedinformation (e.g., Safeguards), access to sensitive Information Technology (IT) systems ordata, unescorted access to NRC controlled buildings/space, or unescorted access toprotected and vital areas of nuclear power plants.

(b) It is the contractor's duty to protect National Security Information, Restricted Data, andFormerly Restricted Data. The contractor shall, in accordance with the Commission'ssecurity regulations and requirements, be responsible for protecting National SecurityInformation, Restricted Data, and Formerly Restricted Data, and for protecting againstsabotage, espionage, loss, and theft, the classified documents and material in thecontractor's possession In connection with the performance of work under this contract.Except as otherwise expressly provided in this contract, the contractor shall, uponcompletion or termination of this contract, transmit to the Commission any classified matterin the possession of the contractor or any person under the contractor's control inconnection with performance of this contract. If retention by the contractor of any classifiedmatter is required after the completion or termination of the contract and the retention isapproved by the contracting officer, the contractor shall complete a certificate of possession

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DR-33-06-353Attachment #1S atement of Work and Other Terms and Conditions

to be furnished to the Commission specifying the classified matter to be retained. Thecertification must identify the items and types or categories of matter retained, the conditionsgoverning the retention of the matter and their period of retention, if known. If the retentionis approved by the contracting officer, the security provisions of the contract continue to beapplicable to the matter retained.

(,) In connection with the performance of the work under this contract, the contractor maybe furnished, or may develop or acquire, safeguards information, or confidential or privilegedtechnical, business, or financial information, including Commission plans, policies, reports,financial plans, internal data protected by the Privacy Act of 1974 (Pub. L. 93.579), or otherinformation which has not been released to the public or has been determined by theCommission to be otherwise exempt from disclosure to the public. The contractor shallensure that information protected from public disclosure is maintained as required by NRCregulations and policies, as cited in this contract or as otherwise provided by the NRC. Thecontractor will not directly or indirectly duplicate, disseminate, or disclose the information inwhole or in part to any other person or organization except as may be necessary to performthe work under this contract. The contractor agrees to return the information to theCommission or otherwise dispose of it at the direction of the contracting officer. Failure tocomply with this clause is grounds for termination of this contract.

(d) Regulations. The contractor agrees to conform to all security regulations andrequirements of the Commission which are subject to change as directed by the NRCDivision of Facilities and Security (DFS) and the Contracting Officer. These changes will beunder the authority of the FAR Changes clause referenced in this document.

The contractor agrees to comply with the security requirements set forth in NRCManagement Directive 12.1, NRC Facility Security Program which is incorporated into thiscontract by reference as though fully set forth herein. Attention is directed specifically to thesection titled "Infractions and Violations," including "Administrative Actions" and "ReportingInfractions."

(e) Definition of National Security Information. The term National Security Information, asused in this clause, means information that has been determined pursuant to ExecutiveOrder 12958 or any predecessor order to require protection against unauthorized disclosureand that is so designated.

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

(g) Definition of Formerly Restricted Data. The term Formerly Restricted Data, as used inthis clause, means all data removed from the Restricted Data category under Section 142-doa the Atomic Energy Act of 1954, as amended.

(h) Definition of Safeguards Information. Sensitive unclassified information that specificallyicentifies the detailed security measures of a licensee or an applicant for the physicalprotection of special nuclear material; or security measures for the physical protection and

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DR-33-06-353Attachment #1Slatement of Work and Other Terns and Conditions

location of certain plant equipment vital to the safety of production of utilization facilities.Protection of this information is required pursuant to Section 147 of the Atomic Energy Act of1954, as amended.

(i) Security Clearance. The contractor may not permit any individual to have access toRestricted Data, Formerly Restricted Data, or other classified information, except inaccordance with the Atomic Energy Act of 1954, as amended, and the Commission'sregulations or requirements applicable to the particular type or category of classifiedinformation to which access is required. The contractor shall also execute a Standard Form3 2, Classified Information Nondisclosure Agreement, when access to classified informationis required.

0) Criminal Liabilities. It is understood that disclosure of National Security Information,Restricted Data, and Formerly Restricted Data relating to the work or services orderedhereunder to any person not entitled to receive it, or failure to safeguard any RestrictedData, Formerly Restricted Data, or any other classified matter that may come to thecontractor or any person under the contractor's control in connection with work under thiscontract, may subject the contractor, its agents, employees, or subcontractors to criminalliability under the laws of the United States. (See the Atomic Energy Act of 1954, asamended, 42 U.S.C. 2011 et seq.; 18 U.S.C. 793 and 794; and Executive Order 12958.)

(k) Subcontracts and Purchase Orders. Except as otherwise authorized in writing by thecontracting officer, the contractor shall insert provisions similar to the foregoing in allsubcontracts and purchase orders under this contract.

(I) In performing the contract work, the contractor shall classify all documents, materiel, andequipment originated or generated by the contractor in accordance with guidance issued bythe Commission. Every subcontract and purchase order issued hereunder involving theorigination or generation of classified documents, material, and equipment must provide thatthe subcontractor or supplier assign classification to all documents, material, and equipmentin accordance with guidance furnished by the contractor.

16.0 2052.204-71 SITE ACCESS BADGE REQUIREMENT

During the life of this contract, the rights of ingress and egress for contractor personnel mustbe made available as required. In this regard, all contractor personnel whose duties underthis contract require their presence on-site shall be clearly identifiable by a distinctive badgefurnished by the Government. The Project Officer shall assist the contractor in obtainingthe badges for the contractor personnel. It is the sole responsibility of the contractor toensure that each employee has proper identification at all times. All prescribed identificationmust be immediately delivered to the Security Office for cancellation or disposition upon thetermination of employment of any contractor personnel. Contractor personnel must havethis identification in their possession during on-site performance under this contract. It is thecontractor's duty to assure that contractor personnel enter only those work areas necessaryfor performance of contract work, and to assure the safeguarding of any Governmentrecords or data that contractor personnel may come into contact with.

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1,r.0 SECURITY REQUIREMENTS FOR INFORMATION TECHNOLOGY ACCESSAPPROVAL (FEB 2004)

The proposer/contractor must identify all individuals and propose the level of InformationTechnology (IT) approval for each, using the following guidance. The NRC sponsoring officeshall make the final determination of the level, if any, of IT approval required for allindividuals working under this contract.

The Government shall have and exercise full and complete control over granting, denying,withholding, or terminating building access approvals for individuals performing work underthis contract.

SECURITY REQUIREMENTS FOR LEVEL I

Performance under this contract will involve prime contractor personnel, subcontractc'rs orothers who perform services requiring direct access to or operate agency sensitiveinformation technology systems or data (IT Level 1).

The IT Level I involves responsibility for the planning, direction, and implementation of acomputer security program; major responsibility for the direction, planning, and design of acomputer system, including hardware and software; or the capability to access a computersystem during its operation or maintenance in such a way that could cause or that has arelatively high risk of causing grave damage; or the capability to realize a significantpersonal gain from computer access. Such contractor personnel shall be subject to thDNRC contractor personnel security requirements of NRC Management Directive (MD) 12.3,Part I and will require a favorably adjudicated Limited Background Investigation (LBl).

A contractor employee shall not have access to sensitive information technology systems ordata until he/she is approved by Security Branch, Division of Facilities and Security(c;B/DFS). Temporary access may be approved based on a favorable adjudication of -theirsecurity forms and checks. Final access will be approved based on a favorably adjudicatedL131 in accordance with the procedures found in NRC MD 12.3, Part I. However, temporaryaccess authorization approval will be revoked and the employee may subsequently beremoved from the contract in the event the employee's investigation cannot be favorablyadjudicated. Such employee will not be authorized to work under any NRC contract withoutthe approval of SB/DFS. Timely receipt of properly completed security applications is acontract requirement. Failure of the contractor to comply with this condition within the tenwDrk.day period may be a basis to void the notice of selection. In that event, theGovernment may select another firm for award. When an individual receives final access,the individual will be subject to a reinvestigation every 10 years.

The contractor shall submit a completed security forms packet, including the SF-86,"Questionnaire for National Security Positions," and fingerprint charts, through the ProjectOfficer to SB/ DFS for review and favorable adjudication, prior to the individual performingwork under this contract. The contractor shall assure that all forms are accurate, complete,and legible (except for Part 2 of the questionnaire, which is required to be completed inp'ivate and submitted by the individual to the contractor in a sealed envelope), as set forth inMID 12.3 which is incorporated into this contract by reference as though fully set forth herein.Based on SB review of the applicant's security forms and/or the receipt of adverse

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D R-33-06-353Attachment #1Statement of Work and Other Terms and Conditions

information by NRC, the individual may be denied access to NRC facilities, sensitiveinformation technology systems or data until a final determination is made of his/herel gibility under the provisions of MD 12.3. Any questions regarding the individual's eligibilityfor IT Level I approval will be resolved in accordance with the due process procedures setforth in MD 12.3 and E. 0. 12968.

In accordance with NRCAR 2052.204.70 "Security," IT Level I contractors shall be subjectto the attached NRC Form 187 (See List of Attachments) which furnishes the basis forproviding security requirements to prime contractors, subcontractors or others (e.g., bidders)who have or may have an NRC contractual relationship which requires access to oroperation of agency sensitive information technology systems or remote developmentarid/or analysis of sensitive information technology systems or data or other access to suchsystems and data; access on a continuing basis (in excess of 30 days) to NRCHeadquarters controlled buildings; or otherwise requires issuance of an NRC badge.

SECURITY REQUIREMENTS FOR LEVEL II

Performance under this contract will involve contractor personnel that develop and/orarialyze sensitive information technology systems or data or otherwise have access to suchsystems or data (IT Level II).

The IT Level II involves responsibility for the planning, design, operation, or maintenance ofa computer system and all other computer or IT positions. Such contractor personnel shallbe! subject to the NRC contractor personnel requirements of MD 12.3, Part I, which is herebyincorporated by reference and made a part of this contract as though fully set forth herein,arid will require a favorably adjudicated Access National Agency Check with Inquiries(ANACI).

A contractor employee shall not have access to sensitive information technology systEms ordata until he/she is approved by SB/DFS. Temporary access may be approved based on afavorable review of their security forms and checks.. Final access will be approved based ona favorably adjudicated ANACI in accordance with the procedures found in MD 12.3, Part I.However, temporary access authorization approval will be revoked and the employee maysubsequently be removed from the contract in the event the employee's investigation cannotbe favorably adjudicated. Such employee will not be authorized to work under any NROcontract without the approval of SB!DFS. Timely receipt of properly completed securityapplications is a contract requirement. Failure of the contractor to comply with this conditionwithin the ten workaday period may be a basis to void the notice of selection. In that event,the Government may select another firm for award. When an individual receives finalac:cess, the individual will be subject to a reinvestigation every 10 years.

The contractor shall submit a completed security forms packet, including the SF-86,"Questionnaire for National Security Positions," and fingerprint charts, through the ProjectOfficer to the NRC SB/DFS for review and favorable adjudication, prior to the individualperforming work under this contract. The contractor shall assure that all forms are accurate,complete, and legible (except for Part 2 of the questionnaire, which is required to becompleted in private and submitted by the individual to the contractor in a sealed envelope),as set forth in MD 12.3. Based on SB review of the applicant's security forms and/or thereceipt of adverse information by NRC, the individual may be denied access to NRC

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facilities, sensitive information technology systems or data until a final determination is madeof his/her eligibility under the provisions of MD 12.3. Any questions regarding theindividual's eligibility for IT Level II approval will be resolved in accordance with the dueprocess procedures set forth in MD 12.3 and E.O.A 12968.

In accordance with NRCAR 2052.204.70 "Security," IT Level II contractors shall be subjectto the attached NRC Form 187 (See List of Attachments) which furnishes the basis forproviding security requirements to prime contractors, subcontractors or others (e.g. bid Jers)who have or may have an NRC contractual relationship which requires access to oroperation of agency sensitive information technology systems or remote developmentard/or analysis of sensitive information technology systems or data or other access to suchsystems or data; access on a continuing basis (in excess of 30 days) to NRC Headquarterscontrolled buildings; or otherwise requires issuance of an NRC badge.

CANCELLATION OR TERMINATION OF IT ACCESS/REQUEST

When a request for investigation is to be withdrawn or canceled, the contractor shallimmediately notify the Project Officer by telephone in order that he/she will imimediatelyccntact the SB/DFS so that the investigation may be promptly discontinued. The notificationshall contain the full name of the individual, and the date of the request. Telephonenotifications must be promptly confirmed in writing to the Project Officer who will forward theconfirmation via email to the SB/DFS. Additionally, SB/DFS must be immediately notifiedwhen an individual no longer requires access to NRC sensitive automated informationtechnology systems or data, including the voluntary or involuntary separation of employmentof an individual who has been approved for or is being processed for access under the NRC"Personnel Security Program."

16.0 BADGE REQUIREMENTS FOR UNESCORTED BUILDING ACCESS TO NRC:FACILITIES (FEB 2004)

During the life of this contract, the rights of ingress and egress for contractor personnel mustbe made available, as required, provided that the individual has been approved forunescorted access after a favorable adjudication from the Security Branch, Division ofFacilities and Security (SB/DFS). In this regard, all contractor personnel whose duties underth's contract require their presence on site shall be clearly identifiable by a distinctive badgefurnished by the NRC. The Project Officer shall assist the contractor in obtaining badges forthe contractor personnel. It is the sole responsibility of the contractor to ensure that eachemployee has a proper NRC-issued identification/badge at all times. All photo-identificationbadges must be immediately (no later than three days) delivered to SB/DFS for cancellationor disposition upon the termination of employment of any contractor personnel. Contractorpersonnel must display any NRC issued badge in clear view at all times during on.siteperformance under this contract. It is the contractor's duty to assure that contractorpersonnel enter only those work areas necessary for performance of contract work, and toassure the protection of any Government records or data that contractor personnel maycome into contact with.

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19.0 2052.215-70 KEY PERSONNEL (JAN 1993)

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

Greg Gurley Rational Process ManagerKaitie Mankins Rational Project Manager

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

(b) If one or more of the key personnel, for whatever reason, becomes, or is expected tobecome, unavailable for work under this contract for a continuous period exceeding 30 workdays, or is expected to devote substantially less effort to the work than indicated in theproposal or initially anticipated, the contractor shall immediately notify the contracting officerard shall, subject to the concurrence of the contracting officer, promptly replace thepersonnel with personnel of at least substantially equal ability and qualifications.

vc) Each request for approval of substitutions must be in writing and contain a detailedexplanation of the circumstances necessitating the proposed substitutions. The requestmuist also contain a complete resume for the proposed substitute and other informationrequested or needed by the contracting officer to evaluate the proposed substitution. Thecontracting officer and the project officer shall evaluate the contractor's request and thecontracting officer shall promptly notify the contractor of his or her decision in writing.

(d) If the contracting officer determines that suitable and timely replacement of keypersonnel who have been reassigned, terminated, or have otherwise become unavailablefor the contract work is not reasonably forthcoming, or that the resultant reduction ofproductive 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 fordefault or for the convenience of the Government, as appropriate. If the contracting officerfinds the contractor at fault for the condition, the contract price or fixed fee may be equitablyadjusted downward to compensate the Government for any resultant delay, loss, ordamage.

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D1R -33-06-353Attachment #1Statement of Work and Other Terms and Conditions

20.0 PROJECT OFFICER AUTHORITY (FEB 2004)

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

Name: Tu Tran

Address: U.S. Nuclear Regulatory CommissionMail Stop: T6-F33Washington, DC 20555

Telephone Number: (301) 415-7119Email Address: [email protected]

(Li) Performance of the work under this contract is subject to the technical direction of theNRC project officer. The term technical direction is defined to include the following:

( ) 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 notcontemplated in the Statement of Work (SOW) or changes to specific travel identified in theSOW), fills in details, 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 Governmentuider the contract.

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

(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.

13) 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, orissues any unilateral directive whatever.

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

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D]RI-33-06-353Attachment #1Statement of Work and Other Terms and Conditions

Form 445, Request for Approval of Official Foreign Travel, which has received final approvalfrom the NRC must be furnished 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 projectoflicer's authority under the provisions of this clause.

(f) If, in the opinion of the contractor, any instruction or direction issued by the project officeris within one of the categories as defined in paragraph (c) of this section, the contractor maynot proceed but shall notify the contracting officer in writing within five (5) working days afterthe receipt of any instruction or direction and shall request the contracting officer to modifythe contract accordingly. Upon receiving the notification from the contractor, the contractingoficer shall issue an appropriate contract modification or advise the contractor in writingthat, in the contracting officer's opinion, the technical direction is within the scope of thisarticle and does not constitute 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 uponthe contract action to be taken with respect thereto is subject to 52.233.1 . Disputes.

(i) In addition to providing technical direction as defined in paragraph (b) of the section, 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 ofany NRC issued badge to SB/DFS within three days after their termination.

(63) 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 systemsor data, unescorted access to NRC controlled buildings/space, or unescorted access toprotected and vital areas of nuclear power plants receive approval of SB/DFS prior toaccess in accordance with Management Directive and Handbook 12.3.

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21.0 2052.209-73 CONTRACTOR ORGANIZATIONAL CONFLICTS OF INTEREST

(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; end

(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 the contractor,as defined in 48 CFR 2009.570-2 in the activities covered by this clause.

(c) Work for others.

(1) Notwithstanding any other provision of this contract, during the term of this contract thecontractor agrees to forgo entering into consulting or other contractual arrangements withany firm or organization, the result of which may give rise to a conflict of interest with respectto the work being performed under this contract. The contractor shall ensure that allemployees 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 contractualarrangement with any firm or organization may involve a potential conflict of interest, thecontractor shall obtain the written approval of the contracting officer before the execution ofsLuch contractual arrangement.

(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 thesUbject of the audit, inspection or review are the same as or substantially similar to theservices within the scope of this contract (or task order as appropriate), except where theN RC licensee or applicant requires the contractor's support to explain or defend thecontractor's prior work for the utility or other entity which NRC questions.

(3) When the contractor performs work for the NRC under this contract at any NRC licenseeor applicant site, the contractor shall neither solicit nor perform work in the same or similartechnical 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) aridendingone year after completion of all work under the associated task order, or last time at the site(i! not a task order contract).

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

(i', The contractor may not solicit work at that site for that licensee or applicant during t'ieperiod 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 during thepariod of performance of the task order or the contract, as appropriate, and for one year

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thereafter.

(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 orunfair competitive 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, 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 thecontractor has 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-typeccntract, the contractor agrees that it will disclose all proposed new work involving NR(Clicensees or applicants which comes within the scope of work of the underlying contract.Further, if this contract involves work at a licensee or applicant site, the contractor agrees toexercise diligence to 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 andmist be received by the NRC at least 15 days before the proposed award date in any event,unlessa written justification demonstrating urgency and due diligence to discover and disclose isprovided by the contractor and approved by the contracting officer. The disclosure mustinclude the statement of work, the dollar value of the proposed contract, and any otherdocuments that are needed to fully describe the proposed work for the regulated utility orother regulated entity.NRC may deny approval of the disclosed work only when the NRC has issued a task orderwhich includes the technical area and, if site-specific, the site, or has plans to issue a taskorderwhich includes the technical area and, if site-specific, the site, or when the work violatesparagraphs (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 theP ivacyAct of 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:

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

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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 thepublic, 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 officer unlessthe 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 (198:3)),orthe Freedom of Information Act (5 U.S.C. section 552 (1986)), or other confidential orprivileged technical, business, or financial information under this contract, the contracto'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 theright to use technical data it produces under this contract for private purposes provided thatall requirements 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,and contracting 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 contractorfor such erroneous representations that necessarily imply bad faith, the Government mayteirminate the contract for default, disqualify the contractor from subsequent contractualefforts,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 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 therefore (solicited or unsolicited), which stem directly from theccntractor's performance of work under this contract. Furthermore, unless so directed inwriting by 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 inthe initial contractual effort which is based on the statement of work or specifications. The

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contractor may not incorporate its products or services in the statement of work orspecifications unless so directed in writing by the contracting officer, in which case therestrictions in this paragraph do not apply.

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

22.0 52.243-3 CHANGES--TIME-AND-MATERIALS OR LABOR-HOURS(SEPT 2000)

(a) The Contracting Officer may at any time, by written order, and without notice to thesureties, if any, make changes within the general scope of this contract in any one or moreof the following:

(1) Description of services to be performed.

(2) Time of performance (i.e., hours of the day, days of the week, etc.).

(3) Place of performance of the services.

(4) Drawings, designs, or specifications when the supplies to be furnished are to bespecially manufactured for the Government in accordance with the drawings, designs, orspecifications.

(5) Method of shipment or packing of supplies.

(6) Place of delivery.

(7) Amount of Government-furnished property.

(b) If any change causes an increase or decrease in any hourly rate, the ceiling price, orthe time required for performance of any part of the work under this contract, whether or notchanged by the order, or otherwise affects any other terms and conditions of this contract,theContracting Officer will make an equitable adjustment in any one or more of the followingand will modify the contract accordingly:

(1) Ceiling price.

(2) Hourly rates.

(3) Delivery schedule.

(4) Other affected terms.

(c) The Contractor shall assert its right to an adjustment under this clause within 30 claysfrom the date of receipt of the written order. However, if the Contracting Officer decides thatthe facts justify it, the Contracting Officer may receive and act upon a proposal submitted

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before final payment of the contract.

(d) Failure to agree to any adjustment will be a dispute under the Disputes clause.However, nothing in this clause excuses the Contractor from proceeding with the contract aschanged.

23.0 52.232-7 PAYMENTS UNDER TIME-AND-MATERIALS ANDLABOR-HOUR CONTRACTS (FEB 2002)ALTERNATE I (MAR 2000)

The Government will pay the Contractor as follows upon the submission of invoices orvouchers approved by the Contracting Officer:

(a) Hourly rate. (1) The amounts shall be computed by multiplying the appropriate hourlyrates prescribed in the Schedule by the number of direct labor hours performed. The ratesshall include wages, indirect costs, general and administrative expense, and profit.Fractional parts of an hour shall be payable on a prorated basis. Vouchers may besubmitted once each month (or at more frequent intervals, if approved by the ContractingOfficer), to the Contracting Officer or designee. The Contractor shall substantiate vouc hersby evidence of actual payment and by individual daily job timecards, or other substantiationapproved by the Contracting Officer. Promptly after receipt of each substantiated voucher,the Government shall, except as otherwise provided in this contract, and subject to theterms of (e) below, pay the voucher as approved by the Contracting Officer.

(2) Unless otherwise prescribed in the Schedule, the Contracting Officer shall withhold 5percent of the amounts due under this paragraph (a), but the total amount withheld shall notexceed $50,000. The amounts withheld shall be retained until the execution and delivery ofa release by the Contractor as provided in paragraph (f) below.

(3) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall notbe varied by virtue of the Contractor having performed work on an overtime basis. If noovertime rates are provided in the Schedule and overtime work is approved in advance bythe Contracting Officer, overtime rates shall be negotiated. Failure to agree upon theseovertime rates shall be treated as a dispute under the Disputes clause of this contract. If theS-heduleprovides rates for overtime, the premium portion of those rates will be reimbursable only tothe extent the overtime is approved by the Contracting Officer.

ib) Materials and subcontracts. (1) The Contracting Officer will determine allowable costso1 direct materials in accordance with Subpart 31.2 of the Federal Acquisition RegulatiDn(FAR) in effect on the date of this contract. Direct materials, as used in this clause, are thosematerials that enter directly into the end product, or that are used or consumed directly inconnection with the furnishing of the end product.

(2) The Contractor may include reasonable and allocable material handling costs in thecharge for material to the extent they are clearly excluded from the hourly rate. Materialhandling costs are comprised of indirect costs, including, when appropriate, general aridadministrative expense allocated to direct materials in accordance with the Contractor's

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usual accounting practices consistent with Subpart 31.2 of the FAR.

(3) The Government will reimburse the Contractor for items and services purchaseddirectly for the contract only when payments of cash checks, or other forms of paymenthave been made for such purchased items or services.

(4)(i) The Government will reimburse the Contractor for costs of subcontracts that areauthorized under the subcontracts clause of this contract, provided that the costs areconsistent with paragraph (b)(5) of this clause.

(ii) The Government will limit reimbursable costs in connection with subcontracts to theamounts paid for items and services purchased directly for the contract only when theContractor has made or will make payments of cash, checks, or other forms of payment tothesubcontractor-

(A) In accordance with the terms and conditions of a subcontract or invoice; and

(B) Ordinarily prior to the submission of the Contractor's next payment request to theGovernment.

(iii) The Government will not reimburse the Contractor for any costs arising from theletting, administration, or supervision of performance of the subcontract, if the costs areincluded in the hourly rates payable under paragraph (a)(1) of this clause.

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

(i) Obtain materials at the most advantageous prices available with due regard tosecuring prompt delivery of satisfactory materials; and

(ii) Take all cash and trade discounts, rebates, allowances, credits, salvage,commissions, and other benefits. When unable to take advantage of the benefits, theContractor shall promptly notify the Contracting Officer and give the reasons. The Con':ractorshall givecredit to the Government for cash and trade discounts, rebates, scrap, commissions, andofher amounts that have accrued to the benefit of the Contractor, or would have accruedexcept for the fault or neglect of the Contractor. The Contractor shall not deduct from grosscosts thebenefits lost without fault or neglect on the part of the Contractor, or lost through fault of theGovernment.

(6) If the nature of the work to be performed requires the Contractor to furnish materialthat the Contractor regularly sells to the general public in the normal course of business, theprice to be paid for such material, notwithstanding the other requirements of this paragraph(b), shall be on the basis of an established catalog or list price, in effect when the material isfurnished, less all applicable discounts to the Government, provided that in no event snailsich pricebe in excess of the Contractor's sales price to its most favored customer for the same itemin like quantity, or the current market price, whichever is lower.

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'c) Total cost. It is estimated that the total cost to the Government for the performance ofthis contract shall not exceed the ceiling price set forth in the Schedule and the Contractoragrees to use its best efforts to perform the work specified in the Schedule and allo)ligations under this contract within such ceiling price. If at any time the Contractor hasreason to believe that the hourly rate payments and material costs that will accrue inperforming this contract in the next succeeding 30 days, if added to all other payments andcosts previously accrued, will exceed 85 percent of the ceiling price in the Schedule, theContractor shall notify theContracting Officer giving a revised estimate of the total price to the Government forperforming this contract with supporting reasons and documentation. If at any time duringperforming this contract, the Contractor has reason to believe that the total price to theGovernment for performing this contract will be substantially greater or less than the thenstated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revisedestimate of the total price for performing this contract, with supporting reasons anddocumentation. If at any time during performing this contract, the Government has reasonto believe that the work to be required in performing this contract will be substantially greateror less than the stated ceiling price, the Contracting Officer will so advise the Contractor,giving the then revised estimate of thetotal amount of effort to be required under the contract.

'd) Ceiling price. The Government shall not be obligated to pay the Contractor any amountir. excess of the ceiling price in the Schedule, and the Contractor shall not be obligated tocontinueperformance if to do so would exceed the ceiling price set forth in the Schedule, unless anduntil the Contracting Officer shall have notified the Contractor in writing that the ceiling pricehas been increased and shall have specified in the notice a revised ceiling that shallconstitute the ceiling price for performance under this contract. When and to the extent thatthe ceiling price set forth in the Schedule has been increased, any hours expended andmaterial costs incurred by the Contractor in excess of the ceiling price before the increaseshall be allowable to the same extent as if the hours expended and material costs had beenincurred after theiincrease in the ceiling price.

(e) Audit. At any time before final payment under this contract the Contracting Officer mayrequest audit of the invoices or vouchers and substantiating material. Each paymentpreviously made shall be subject to reduction to the extent of amounts, on precedingirvoices or vouchers, that are found by the Contracting Officer not to have been properlypayable and shall also be subject to reduction for overpayments or to increase forunderpayments. Upon receipt andapproval of the voucher or invoice designated by the Contractor as the "completion voucher"or "completion invoice" and substantiating material, and upon compliance by the Contractorwith all terms of this contract (including, without limitation, terms relating to patents and theterms of (f) and (g) below, the Government shall promptly pay any balance due theContractor. The completion invoice or voucher, and substantiating material, shall besubmitted by theC;ontractor 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 mayapprove in writing) from the date of completion.

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'f) Assignment. The Contractor, and each assignee under an assignment entered intounder this contract and in effect at the time of final payment under this contract, shallexecute anddeliver, at the time of and as a condition precedent to final payment under this contract:, arelease discharging the Government, its officers, agents, and employees of and from Ellliabilities, obligations, and claims arising out of or under this contract, subject only to thefcllowing exceptions:

(1) Specified claims in stated amounts, or in estimated amounts if the amounts are riotsusceptible of exact statement by the Contractor.

(2) Claims, together with reasonable incidental expenses, based upon the liabilities of theContractor to third parties arising out of performing this contract, that are not known to theContractor on the date of the execution of the release, and of which the Contractor givesnotice in writing to the Contracting Officer not more than 6 years after the date of the releaseor the date of any notice to the Contractor that the Government is prepared to make finalpayment, whichever is earlier.

(3) Claims for reimbursement of costs (other than expenses of the Contractor by reasonof its indemnification of the Government against patent liability), including reasonableincidental expenses, incurred by the Contractor under the terms of this contract relating topatents.

(g) Refunds. The Contractor agrees that any refunds, rebates, or credits (including anyrelated interest) accruing to or received by the Contractor or any assignee, that arise underthe materials portion of this contract and for which the Contractor has receivedreimbursement, shall be paid by the Contractor to the Government. The Contractor andeach assignee, under an assignment entered into under this contract and in effect at thetime of final payment underthis contract, shall execute and deliver, at the time of and as a condition precedent to finalpayment under this contract, an assignment to the Government of such refunds, rebates, orcredits (including any interest) in form and substance satisfactory to the Contracting Officer.

i(h) Interim payments. (1) Interim payments made prior to the final payment under thecontract are contract financing payments. Contract financing payments are not subject to theinterest penalty provisions of the Prompt Payment Act.

(2) The designated payment office will make interim payments for contract financing onthe N/A day after the designated billing office receives a proper payment request. In theevent that the Government requires an audit or other review of a specific payment request toensure compliance with the terms and conditions of the contract, the designated paymento'fice is not compelled to make payment by the specified due date.

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DR-33-06-353Attachment #1Statement of Worlk and Other Terms and Conditions

24.0 52.242-15 STOP-WORK ORDER (AUG 1989)ALTERNATE I (APR 1984)

(a) The Contracting Officer may, at any time, by written order to the Contractor, require theContractor to stop all, or any part, of the work called for by this contract for a period of 90days after the order is delivered to the Contractor, and for any further period to which theparties may agree. The order shall be specifically identified as a stop-work order issuedunder this clause. Upon receipt of the order, the Contractor shall immediately comply withits terms and take all reasonable steps to minimize the incurrence of costs allocable to thework covered by the order during the period of work stoppage. Within a period of 90 daysafter a stop-work order isdelivered to the Contractor, or within any extension of that period to which the parties siallhave agreed, the Contracting Officer shall either -

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Termination clause of thiscontract, or the Termination for Convenience of the Government, clause of this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order orany extension thereof expires, the Contractor shall resume work. The Contracting Offic:ershall make an equitable adjustment in the delivery schedule, the estimated cost, the fee, ora combination thereof, and in any other terms of the contract that may be affected, and thecontract shall be modified, in writing, accordingly, if-

(1) The stop-work order results in an increase in the time required for, or in theContractor's cost properly allocable to, the performance of any part of this contract; and

(2) The Contractor asserts its right to the adjustment within 30 days after the end of theperiod of work stoppage; provided, that, if the Contracting Officer decides the facts justfythe action, the Contracting Officer may receive and act upon a proposal submitted at anytime before final payment under this contract.

(c) If a stop-work order is not canceled and the work covered by the order is terminated forthe convenience of the Government, the Contracting Officer shall allow reasonable costsresulting from the stop-work order in arriving at the termination settlement.

(,) If a stop-work order is not canceled and the work covered by the order is terminated fordefault, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonablecosts resulting from the stop-work order.

25.0 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, or personally owned vehicles.

Page 26 of 26

NRC FORM 187 U.S.-NUCLEAR REGULATORY COMMISSIONIAUITHORITY(1-2000) The policies, prccedures, and criteria of theNRCMD'12 *, *NRC Security Program, NRCMD 12, apply to

p performance of this contra:., subcontract orC'"#ONTRACT SECURITY AND/OR other activt.

CLASSIFICATION REQUIREMENTS COMPLETE CLASSIFIED ITEMS BYSEPARATE CORRESPONDENCE

1. CONTRACTOR NAM E AND ADDRESS A CONTRACT NUMBER FOR COMMERCIAL* - CONTRACTS OR JOB CODE FOR DOE 2. TYPE OF SUI3MISSION~ .,. , - .~.PROJECTS (Prirr coni5 ~rgimer beS-~~~ ~~.. t~or alsl ait~onn raisrams, AORGIA

8,~3Ce 3s, - Adatcta orllslrnrtt~r~rus A. ORIGINAL

I v _ E. REVISED (Supersedrs a'1_ :;'22 C B. PROJECTED C. PROJECTED _ previous subrriesions)

~y'~ ~START DATE COMPLETION DATE2-0 C. OTHER (Specify)

tl/i' t,-, A 72_71 0- 01//_/2006 O_!M2006 El3. FOR FOLLOW-ON CONTRACT, ENTER PRECEDING CONTRACT NUMBER AND PROJECTED COMPLETION DATE

A DOES NOT APPLY B. CONTRACT NUMBER DATE

[] GS-35F-0607M (NRC-33-04-317) 12/31/20054. PROJECT TITLE AND OTHER IDENTIFYING INFORMATION

Operational Support for the NRC Project Management Methodology (PMM) and Supporting Tools

5. PERFORMANCE WILL REQUIRES.PEFOMAC WLLREUIENATIONAL SECURITY RESTRICTED DATAA. ACCESS TO CLASSIFIED MATTER OR CLASSIFIED INFORMATION NOT

F] YES (If "YES.' answer 1-7 below) APFLICABLE

6 NO (If 'NO proceed to 5.C.)SECRET CONFIDENTIAL SECRET CONFIDENTIAL

1. ACCESSTO FOREIGN INTELLIGEN^E INFORMATION E O E E OZ RECEIPT, STORAGE, OR OTHER SAFEGUARDING OF

CLASSIFIED MATTER. (See &.B.) E]3. GENERATION OF CLASSIFIED MATTER. E|4. ACCESS TO CRYPTOGRAPHIC MATERIAL OR OTHER

CLAS SIFIED COMSEC INFORMATION. E . El5. ACCESS TO CLASSIFIED MATTER OR CLASSIFIED

INFOFIMATION PROCESSED BY ANOTHER AGENCY. | L El l E.6. CLAS 3IFIED USE OF AN INFORMATION TECHNOLOGY I

PROCESSING SYSTEM. E L I EI7. OTHER (Speclly)E El El

B. IS FACILITY CLEARANCE REQUIRED? E YES g NO

C. L UNESCORTED ACCESS IS REQUIRED TO PROTECTED AND VITAL AREAS OF NUCLEAR POWER PLANTS.

D. E ACCESS IS REQUIRED TO UNCLASSIFIED SAFEGUARDS INFORMATION.

E. ACCESS IS REQUIFRED TO SENSITIVE IT SYSTEMS AND DATA.

F. gJ UNESCORTED ACCESS TO NRC HEADQUARTERS BUILDING.

FOR PROCEDUFRES AND REQUIREMENTS ON PROVIDING TEMPORARY AND FINAL APPROVAL FOR UNESCORTED ACCESS, REFER TO NFCMD 12.I ~- --.- ...- --- .

N.C F, R . ll .. 20(i ,RIE O.,_ RECYCLE PAPER T,,, =,,,,,,,m,_ wa _isga sigNric FORM 187 (1-20011) PRltrTED ON RECYCLED PAPER This form was Celigned using InFortyr,

6. INFORMATION PERTAINING TO THESE REQUIREMENTS OR THIS PROJECT, EVEN THOUGH SUt:H INFORMATION IS CONSIDERED UNCLASSIFIED,, SHALL NOT BE RELEASED FOR DISSEMINATION EXCEPT AS APPROVED BY:

NAME AND TITLE SIGNATURE DATE

. i

Mark Resner, Acting Chief, ADMEMBPIAD/OIS I & I : !-

7. CLASSIFICATION GUIDANCENATURE OF CLASS FlED GUIDANCE IDENTIFICATION OF CLASSIFICATION GUIDES

N/A

8. CLASSIFIED REVIEW OF CONTRACTOR I SUBCONTRACTOR REPORT(S) AND OTHER DOCUMENTS VIILL BECONDUCTED BY:

D AUTHORIZED CLASSIFIER (Name and Title) DIVISION OF FACILITIES AND SECURITY

9. REQUIRED DISTRIBUTION OF NRC FORM 187 Chock appropriate box(es)

SPONSORING NRC OFFICE OR DIVISION (Item 1OA) DIVISION OF CONTRACTS AND PROPERTY MANACiEMENT

DIVISION OF FACILITIES AND SECURITY (Itam0 OB) CONTRACTOR (Item 1)

D SECURITY/CLASSIFICATION REQUIREMENTS FOR SUBCONTRACTS RESULTING FROM THIS CONTRACT WILL BE APPROVED BY THEOFFICIALS NAMED IN ITEMS 10B AND 10C BELOW.

10. APPROVALS

SECURITY/CLASSIFICATION REQUIREMENTS FOR SUBCONTRACTS RESULTING FROM THIS CONTRACT WILL BE APPROVED BY THE OFFICIALS NAMED INITEMS 1 OB AND 1 0C BELOW.

NAME (Print or type) SIGNATURE DATE

A. DIRECTOR, OFF CE OR DIVISION SIGNATURE - DATE

Reginald Mitchell 7 6, i74-v.( __________

B. DIRECTOR, DIVI:3iON OF FACILITIES AND SECURITY SIGN6f URF9, DATE£

Sbaron D. Svtewart h^ C i'j lS<- S.C. DIRECTOR, DIVIION OF CONTRACTS AND PROPERTY MANAGEMENT j SIlr'JATURE 1 I D.TE

(Not applicable tc DOE agreemenls) I - i 7.,Mary L. Scott -i '91'i l-Hc'( i>A•/( s

REMARKS

I.fs~~l -,,,4 ,o,*^ :,- -.- e.._o ssv~~~uss -- JZ.:<'s.l M . 1 'if ~ S-**_

. If *

DR-33-06-353Attachment #3

BILLING INSTRUCTIONS FORLABOR HOUR TYPE CONTRACTS

General: The contractor shall prepare vouchers/invoices for reimbursement of costs inthe manner and format described herein or a similar format. FAILURE TO SUBMITVOUCHERS/INVOICES IN ACCORDANCE WITH THESE INSTRUCTIONS WILLRESULT IN REJECTION OF THE VOUCHER/INVOICE AS IMPROPER.

Number of Copies: An original and three copies, including supporting documentationshall be submitted. A copy of all supporting documents must be attached to each copyof your voucher/invoice. Failure to submit all the required copies will result in rejectionof the voucher/invoice as improper.

Designated Agencv Billing Office: Vouchers/invoices shall be submitted to the followingaddress:

U.S. Nuclear Regulatory CommissionDivision of ContractsMail Stop T-7-1-2Washington, D.C. 20555

HA1ND DELIVERY OF VOUCHERS/INVOICES IS DISCOURAGED AND WILL NOTEXPEDITE PROCESSING BY NRC. However, should you choose to delivervouchers/invoices by hand, including delivery by any express mail services or specialdelivery services which use a courier or other person to deliver the voucher/invoice inperson to the NRC, such vouchers/invoices must be addressed to the aboveDesignated Agency Billing Office and will only be accepted at the following location:

U.S. Nuclear Regulatory CommissionOne White Flint North11555 Rockville Pike - Mail RoomRockville, MD 20852

HAND-CARRIED SUBMISSIONS WILL NOT BE ACCEPTED AT OTHER THAN THEABOVE ADDRESS.

Note that the official receipt date for hand-delivered vouchers/invoices will be the date itis received by the official agency billing office in the Division of Contracts and PropertyManagement.

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Billing InstructionsPage 2 of 2

Agencv Payment Office: Payment will be made by the following office:

U.S. Nuclear Regulatory CommissionDivision of Accounting and Finance GOV/COMMMail Stop T-9-H4Washington, DC 20555

Frequency: The contractor shall submit claims for reimbursement once each month,unless otherwise authorized by the Contracting Officer.

Format: Claims should be submitted in the format depicted on the attached sampleform entitled "Voucher/invoice for Purchases and Services Other Than Personal" (seeAttachment ) or a similar format. THE SAMPLE FORMAT iS PROVIDED FORGUIDANCE ONLY AND IS NOT REQUIRED FOR SUBMISSION OF AVOLICHERIINVOICE. ALTERNATE FORMATS ARE PERMISSIBLE PROVIDED ALLREQUIREMENTS OF THE BILLING INSTRUCTIONS ARE ADDRESSED.

Billici of Costs After Expiration of Contract/Purchase Order: If the costs are incurredduring the purchase order period and claimed after the purchase order has expired, theperiod during which these costs were incurred must be cited. To be considered aproper voucher/invoice, the contractor shall clearly mark it 'EXPIRATION VOUCHER"OR 'EXPIRATION INVOICE".

Curnency: Billings may be expressed in the currency normally used by the contractor inmaintaining his accounting records; payments will be made in that currency. However,the U.S. dollar equivalent for all vouchers/invoices paid under the purchase order maynot exceed the total U.S. dollars authorized in the purchase order.

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. I % -

DR-33-06-353Atta:hment #3

ATTACHMENT

INVOICENOUCHER FOR PURCHASESAND

SERVICES OTHER THAN PERSONAL

(SAMPLE FORMAT - COVER SHEET)

Official Agency Billing OfficeU.S. Nuclear Regulatory CommissionDivision of Contracts and Property

Management MS: T-7-12Washington, DC 20555-0001

(a) Purchase Order No:

(b) Voucher/invoice No:

(c) Date of Voucher/invoice:

Pavee's Name and Address

(d) Individual to Contact Regarding Voucher/InvoiceNarne:Telephone No:

(e) This voucher/invoice represents reimbursable costs for the billing periodto

Amount BilledCurrent Period Cumulative

(f) Direct Costs:

(1) Direct Labor* $ $ ______

(2) Travel* evP,

Total Direct Costs: $- $ ______

* The contractor shall submit as an attachment to its invoice/voucher cover sheet alisting of labor categories, hours billed, fixed hourly rates, total dollars, and cumulativehours billed to date under each labor category, authorized under the purchase order for

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- . v

each of the three activities to be performed under the purchase order. In addition. thecontractor shall include travel costs incurred with the required supportingdocumentation, as well as, the cumulative total of travel costs billed to date by activity.

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