SOLICITATIONICONTRACTIORDER FOR COMMERCIAL ITEMSOFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

I NN ! A

ADM-11-201GF O 3

2. CONTRACT NO 3. AWARDOEFFEE'TIVE DATE 4 ORDER NO S. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

NRC-HiQ-11-C-10-0038 03-25-2011

7. FOR SOLICITATION a. NAME ib.TELEPHONE NO. (No CV

INFORMATION CALL:

9 SSu•DBY CODE .3100 10. THIS ACOUISITION IS

lect Calls) I B. OFFER DUE OATEILOCALTIME

U.S. Nuclear Regulatory CoDiv. of ContractsAttn:

Mail Stop: TWB-0-BIOM

Washington, DC 20555

11. DELIVERY FOR FOE DESTINA-TiON UNLESS BLOCK ISMARKED

J SEE SCHEDULE

15. DELIVER TO

U.S. Nuclear Regulatory Co

4melen Chang

Mail SLop: TWB-05-BDIM

Omi Ss ion Li UNRESTRICTEDOR SET ASIDE: % FOR:

D SMAIL BUSINESS

HUBZONE SMALLNAICS: 541930 BUSINESSSIZE STANDARD: SERVICE-DISABLEDI VETERAN- D 8(A)

_ _7 million OWNEDSMA.L BUSINESS

12. DISCOUNT TERMS 13b. RATNG

N/A - 13a. THISCONTRACTISA I N/ARATED ORDER UNDER I"

DPAS (15 CFR 750) l,_.9•ETHOD OF SOLICITATION

Li RFQ l_.j FB ERFPCODE 1E. ADMINISIERED BY CODE 3100

onmmissDion U.S. Nuclear Regulatory CcOmmi ss ionDiv. of Contractsmail Stopt TWB-0-BI-lOM

WaSIUington DC 20555

17a. CONTRACIORIOFFEROR CODE

Washirngtorn, DC 20555

FACII.ITYCODE Iaa. PAYMENT WILL BE MADE By CODE 3100

U.S. TRANSLATION COMPANY

1893 E SKYLINE DR STE 203

Department of Interior / NBCNRCPayslenLs@nbc.gov

ALtn: Fiscal Services Branch - D2770

7301 W. Mansfield AvenueDenver CO 80235-2230

OGDEN UT 844035227TELEPHONE NO.

18b. SUBMIT INVODICES TO ADDRESS SjHOW N IN BLOCK IBi UNLESS BLOCK BELOW IS CHECKED17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER S DF1SEE ADDENDUM

18 20. i 21. 22. 23. 24.ITEM NO. SCHEDULE OF SUOPLIESISERVICES QUANTITY UNIT UNIT PRICE AMOUNT

The ppriod of performance for this contract is from March 25, 2011 throubh Septermber 23, 2011.

Durino the period of performance, the contractor shall provide document translatio servicesfor the U.S. NuclearRegul~atory Commission. n i

Contr ctor POC: Kathy Sprouse phone: 801-393-5300, email: kathvy)uslransla.hon com, fa: 801-393- 00

NRC ¶roject officer: Helen Chang phone: 301-492-3672, email: helen.ciang@nr .gov

(Use Revere and/or Attalh Addiional Sheets as Neces~sary)

25 ACCOUNTING AND APPROPRIATION DATA 2U, TOTAL AWARD AMOUNT (For GOT Use Only)DUNS: 960930600 NAICS: 541930 FAMIS: 11.881B&R: 2011-40-12-6-142 JC: D2409 BOC: 252A 231,000.00

APNM x0200 Obligate: $23,000.00

27a SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1. 52212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED ADDENDA ARE ARE NOT ATTACHED.

-2E.b CONTRACTIPURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4 FAR 62212.5 IS ATTACHED. ADDENDA [ ,,- ARE NOTAFTACHEO.X 28. CONTRACTOR IS REOUIRED TO SIGN THIS DOCUMENT AND RETURN 29. AWARD OF CONTRACT: REF. OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DAWTED OYOUR FFATER ON SOLICITATIONDELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIF;ED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH AREADDITIONAL SHEEI TS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED I SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. S " "- R " " -G: "-•,' .31 a UNITA SIATES Dl- A;ERICA (SIGNATURE OF CONTRACTING OFFICER)

3 A T-,(TYPE OR P . . ... 30c. DATE SIGNED , 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31C. DAT SIGNED

.-J>&b . ~ jI~i~: ...m- Donnla Berkowitz *.

AUTHORIZED FOR LOCAL REPRODLICTION STANDARD FORM 1449 (REv•1012010) 7PREVIOUS EDITION IS NOT USABLE Pores.rdbe ty GSA - FAR l4B CFR) 53.212

law.-Wo

SUNSI REVIEW COMPLEMMAR 2 9 2011

NRC-HQ-11-C-10-0038

A.1 TYPE OF CONTRACT

The contract is an indefinite quantity contract, with provisions for the issuance of delivery orders with fixed-pricecontract line item numbers (CLINs).

A.2 BRIEF DESCRIPTION OF WORK (MAR 1987) ALTERNATE 1 (JUN 1988)

(a) Brief description of work:

During the period of performance, the contractor shall provide document translation services the Nuclear RegulatoryCommission.

(b) Orders will be issued for work required by the NRC in accordance with FAR clause 52.216-18 - Ordering. OnlyContracting Officers of the NRC or the other individuals specifically authorized under this contract may authorize theinitiation of work.

A.3 PERIOD OF PERFORMANCE

The period of performance of this contract is March 25, 2011 through September 23, 2011.

A.4 CONSIDERATION AND OBLIGATION--DELIVERY ORDERS (JUN 1988)

(a) The total estimated amount of this contract (ceiling) for the products/services ordered, delivered, and acceptedunder this contract is $23,000,00. The Contracting Officer may unilaterally increase this amount as necessary fororders to be placed with the contractor during the contract period provided such orders are within any maximum orderinglimitation prescribed under this contract.

(b) The amount presently obligated with respect to this contract is $23,000.00 (FY201 1). The Contracting Officermay issue orders for work up to the amount presently obligated. This obligated amount may be unilaterally increasedfrom time to time by the Contracting Officer by written modification to this contract.

The obligated amount shall, at no time, exceed the contract ceiling as specified in paragraph a above. When and if theamount(s) paid and payable to the Contractor hereunder shall equal the obligated amount, the Contractor shall not beobligated to continue performance of the work unless and until the Contracting Officer shall increase the amountobligated with respect to this contract. Any work undertaken by the Contractor in excess of the obligated amountspecified above is done so at the Contractor's sole risk.

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NRC-HQ-11-C-10-0038

A.5 PRICE/COST SCHEDULE

Translation Request by Fixed Price per Estimated Total EstimatedCLIN # Language Group* Word No. Words Cost

East Asian Source (to001 English) $0.26 70,000 $18,200.00

East Asian Target (from002 English) $0.25 1,000 $250.00

003 East Euro Source $0.25 3,000 $750.00

004 East Euro Target $0.25 1,000 $250.00

005 Germanic Source $0.22 3,000 $660.00

006 Germanic Target $0.22 1,000 $220.00

007 Romance Source $0.20 10,000 $2,000.00

008 Romance Target $0.20 1,000 $200.00Total 90,000 $22,530.00

ýExoedited Costs: Unit Price

Translation Request by

CLIN # Language Group* Fixed Price per Word

009 East Asian Source (to English) $0.39

010 East Asian Target (from English) $0.38

011 East Euro Source $0.38

012 East Euro Target $0.38

013 Germanic Source $0.33

014 Germanic Target $0.33

015 Romance Source $0.30

016 Romance Target $0.30

3

NRC-HQ-11-C-10-0038

A.6 STATEMENT OF WORK

Translation Services

The contractor shall provide document translation services for the International Atomic Energy Agency's,Integrated Regulatory Review Service (Integrated Regulatory Review Service (IRRS)) for the Nuclear RegulatoryCommission.

The IRRS Web site is at htit101RRSivss ion:aef au11s

In addition, the contractor shall provide other document translation services for the NRC during the period ofperformance.

The contractor shall provide fully translated documents that are legible, error-free, and of publishable quality.Translations shall be faithful, precise, grammatically correct, professionally usable, and absent of typographical orformatting errors. The technically accurate meaning of the original document shall be conveyed in clear and idiomaticEnglish (or in the requested foreign language, as appropriate). Translations shall employ standard technicalterminology, including specialized terms of the discipline(s) or technical matter under discussion, rather than a literaltranslation of technical terms in the original document.

The agency requres translations services for approximately 199,000 words with an estimated language breakdownestimated. However the breadth and availability of translators of requested language must be available for on-demandlanguage translation services within 1 business day of request.

For each document translated, the contractor shall complete an abstract in English containing 200 words or less, adocument cover page, and the required sections of the work order form. The contractor shall return (1) the originalforeign document and (2) two copies of the translation, abstract and bibliographic data sheet, all under the appropriatecover sheet, along with (3) the completed work order form and (4) an electronic version of the translation package to theNRC by the due date specified on the work order form. The contractor shall conform to the detailed specifications in thefollowing section. The cover sheet shall be prepared as directed by the project officer.

1. Work Specifications

The contractor shall adhere to the following specifications in performance of work ordered. Unless otherwisestipulated, the contractor shall be responsible for complete translation of the document provided, including the cover,material appearing on the back of the cover, title page, table of contents, text, tables, figures, references, captions,footnotes, etc.

A. ABSTRACT

The contractor shall summarize the text or use the preface or summary (if applicable) in an English-language abstract of200 words or less and enter the abstract on NRC Form 335, "Bibliographic Data Sheet." A copy of Form 335 isappended to this statement of work. Every abstract shall include the purpose, scope, and key findings or conclusion ofthe translated document, and shall be written in complete sentences. The contractor shall also complete items 1-3, 5-8,and 11-15 of NRC Form 335. If an English-language abstract is provided with- the original fo.reign document, theconfract6r shall enter that abstract on NRC Form 335. The NRC will not accept handwritten abstracts.

B. COVER

To the extent possible, the contractor shall obtain information from the foreign document needed to complete thefollowing items on the standard cover sheet: Language of Foreign Document; Translated Title of Document;Untranslated Title of Document; Author(s); Translated Name and Address of Corporate Author; Untranslated Name and

4

NRC-HQ-11-C-10-0038

Address of Corporate Author; Date of Original Foreign Document; Foreign Document ID Number(s). The contractorshall also complete the following items on the standard cover sheet: Number of Pages in Translation; Date Translatedfor NRC; NRC Requester/Office (as stated on the work order form); Translated By; Name and Address of Contractor.In addition, the NRC Translation number, assigned by the NRC Project Officer upon receipt of the foreign document fortranslation, shall appear on the cover sheet in the upper right-hand corner.

C. DOCUMENT AND PAGE FORMAT

A translated page shall consist of an 8-1/2 x 11-inch sheet of paper, spaced at one and one-half lines (not single-spacedor double-spaced), with 1-inch margins on all sides: right, left, top and bottom. Pages shall be numbered consecutively,in Arabic numerals, at the bottom of the page in the center below the 1-inch margin. Page number one (1) shall be in astandard cover or table of contents format, if applicable.

The NRC's standard font is Arial, eleven (11) point. Ten (10) or twelve (12) point type may be used for body text ifnecessary to replicate important elements of the format of the original document. Other fonts may be used if doing sowill preserve or enhance the readability of the document in translation. Questions about the appropriate use ofnon-standard fonts and font sizes shall be directed to the NRC Project Officer.

The translation should replicate any formatting elements necessary to convey the meaning of the original document.Styles of headings and text (e.g., uppercase, bolding, italics, color) in the original document shall be followed in thetranslation. The contractor shall follow the format of the foreign-language document (except when the foreigndocument has a justified, multi-column format). This means that the appropriate spacing between paragraphs shouldbe observed and that figures, tables, or other graphic material should be placed in the same position as in the foreigndocument. Paragraph subdivisions shall be preserved. Material that is indented in the foreign document and set off bydashes, hyphens, or bullets should be presented in the same manner in the translated copy. Thus, any necessary fontsnecessary to replicate the original document must be embedded with the electronic documents.

The NRC reserves the right to have a translation formatted in accordance with specifications stated on the work orderform. The NRC will respond to questions about formatting and provide additional guidance upon request. The NRCwill not accept handwritten translations.

D. ABBREVIATIONS, SIGNS AND SYMBOLS

Use of conventional English abbreviations is required. (See U.S. Government Printing Office Style Manual, 30thEdition, 2009; U.S. Government Printing Office, Washington, DC 20402, (202) 512-1800.)

E. ACRONYMS AND INITIALISMS

The contractor shall refer to NUREG-0544 (most recent revision), "NRC Collection of Abbreviations" (available on theNRC's public web site, in the Electronic Reading Room under Document Collections, NUREG-Series Publications)when translating text or developing a list of acronyms and initials for text being translated for NRC. Should a foreignlanguage acronym, when translated and spelled out, not appear in NUREG-0544, do the following:At the appropriate point in the text, print the English words for which the acronym stands, followed by the foreigncharacters that make up the acronym in Roman type enclosed by parentheses.

Example: "Junction of connecting rod and head of heat-evolving Emergency Regulatory Cassette (ARK)assembly ......

When acronym appears"in a list, print the foreign acronym in Roma-n type, followed by the acronym translated intoEnglish and the full English text corresponding to the foreign acronym.

Example: Foreign English English textAES NPP Nuclear Power Plant

NRC will supply additional references and respond to specific questions in this area on an as needed basis.

5

NRC-HQ-11-C-10-0038

F. PROPER NAMES

Proper names shall not be translated. The contractor shall translate the name of foreign organizations only if it willenhance the meaning of the translated work. An organization's initials shall not be changed to agree with Englishtranslation of its name. (For example: Kernforschungszentrum Karlsurhe translates to "Karlsruhe Nuclear ResearchCenter," but the abbreviation for the organization shall remain "KFK.")

G. PUNCTUATION

The contractor shall use accepted standard English punctuation in all translations; this will not necessarily parallel theoriginal foreign document.

H. ENGLISH TEXT IN ORIGINAL DOCUMENT

All English pages or sections of the original document shall be incorporated into both the paper and electronic versionsof the text, and re-formatted to match the overall style and format of the translation. Scanning English-language textand inserting it into the translation as an image is not acceptable.

L MATHEMATICAL ELEMENTS AND EQUATIONS

The contractor shall provide legible, accurate mathematical elements and equations.Mathematical elements within the text shall be re-keyed into the translated text, not handwritten into the paper copy.The contractor shall allow sufficient space for subscripts and superscripts.

If a mathematical equation, found between lines of text, is of a reproducible quality, the contractor shall scan it from theforeign document and paste the image into the translation at the appropriate place in the text. If the mathematicalequation is not of reproducible quality, the contractor shall re-key it.

J. PHOTOGRAPHS

Photocopies of photographs or glossy prints of photographs included in the foreign document shall be scanned, and theimages positioned in the translation as in the foreign document. Credits for photographs need not be translated.Confirm with the NRC Project Officer.

K. VISUAL MATERIALS

Full-page illustrations, figures, charts, drawings, graphs, tables, and other visual materials shall appear in the translationas positioned in the original document and be formatted, insofar as is practicable, for printing on 8-1/2 by 11 inch paper.Some visual materials will need to be reduced or blown up for clarity to meet NRC specifications. As a rule, fold-outsshould not exceed 8-1/2 by 14 inches.

The contractor shall insert a full-page figure as positioned in the original document and assign a page number. Pagenumbers for full-page figures shall appear in Arabic numerals in the translation. In-text figures shall be placed inapproximately the same location (relative to the text) as in the foreign document. Captions (number and title) shallfollow the format and placement of the original foreign document. If the visual material has footnotes, the contractorshall place them on the same page as the visual material. They should not appear on a separate page unless the visualmaterial expands onto the next consecutive page.

Some visual material may contain descriptive text (words) embedded in the illustration. Text accompanying orembedded in visual materials shall be translated fully. The translation should not show the text in the original languageas well as in English. Replace foreign text"in a manner that is clear, legible, and does not obliterate any part of theillustration. Foreign words should be completely replaced (or covered) by the English translation, but margins or linesessential to the figure should not be obscured or otherwise obliterated. To summarize, the English translation shallappear in place of the foreign words and shall not be placed on a separate page. It may be necessary to re-key a tableor secure an enlargement to meet this requirement.

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NRC-HQ-1 1-C-1 0-0038

Illustrations and any embedded text shall be inserted in the electronic version of the translation as well as the hard copy.

L. ELECTRONIC VERSION OF TRANSLATION PACKAGE

For all work orders, the contractor shall furnish an electronic copy of the four-part translation package. The packageshall include a copy, in MS Word 2003 (or a higher version, if NRC so requests) and Adobe PDF (compatible with NRCelectronic docket submission standards) for Windows format, of (1) the translation with pagination, page numbers, andcontent identical to the original printed translation with any equations and/or visual materials (diagrams, drawings,photographs, etc.) scanned and inserted into their appropriate places in the narrative, (2) the standard document coversheet, and (3) the completed work order form for the translation. The contractor shall also furnish an electronic copy, inPDF format, of (4) NRC Form 335, "Bibliographic Data Sheet."

At the NRC's option, the contractor shall submit these files on a CD-ROM, or via e-mail. All files shall be submitted onnew media not used for any prior purpose, and all files shall be scanned for viruses prior to submission to the NRC. Allfiles must meet applicable, current Federal and agency standards for accessibility, electronic document submission, andelectronic storage and retrieval. For example, all documents must meet Section 508 of the Rehabilitation Act, embedapplied fonts, PDFs are set to Fast Web view, and so forth. The contractor shall refer to the NRC's public Web site onHow to Prepare a Document or File for Submission (electronic document submission standards):ht.':!!wvww.n rc.cov/site-he ioe-subnmittals/fiie-req uiirements. htmri.

The contractor shall clearly label each CD-ROM to identify the translation and the computer software program versionrequired to read and print the translation file. The contractor shall attach to each CD-ROM deliverable a sheetidentifying the translation, the software program version, a directory for the file and the principal fonts used.Only one translation shall be placed on a CD-ROM. If the required files will not fit on a single CD-ROM, the contractorshall submit the files arranged in sequence on multiple CD-ROMs and label the files accordingly.The delivery requirements for e-mails or CD-ROMs shall be the same as for paper copies of the translation package.The contractor must confirm receipt of any deliverables (electronic version of the four-part translation package)submitted by e-mail. One method would be to send a second, separate e-mail confirming receipt with the NRC ProjectOfficer. It is incumbent on the contractor to ensure delivery is made. If NRC is unable to receive the package orconfirm receipt, the contractor must elect another delivery method.

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NRC-HQ-11-C-10-0038

M. QUALITYThe agency may reject a translation package (deliverable) based on sampled quality indicators on accuracy, style,grammar, and formatting. These quality indicators include technical errors, confusing or nonidiomatic English, or otherdeficits in publication quality (e.g., publishable, available for electronic dissemination). Quality cures may includetranslation by different personnel or rejection altogether of translation package.

Category of Error Specific Error (Examples only)Incorrect meaning

Accuracy Omission (missing content)

Non-standard terminologyInconsistent terminologyUntranslated scientific terminology

Style Inappropriate use of passive/active voiceUnacceptable idiomsInappropriate English (wrong country)

Grammar Spelling errorsTyposGrammar errorsSyntax errorsPunctuation errors

Formatting Layout errorsFont errors

Based on ASTM F2575-06, Standard Guide for Quality Assurance in Translation.

N. QUESTIONSThe contractor shall refer questions about translation format or the legibility of the original document to the ProjectOfficer by telephone, facsimile, or e-mail. If issues raised cannot be resolved by the contractor and the Project Officer,the Contracting Officer shall be contacted.

2. WORK ORDERSThe contractor shall follow the specified additional documentation requirement. A translation services work order formwill accompany all work issued under this procurement, including orders for correction of deliverables. A sample NRCtranslation services work order form will be provided to the contractor upon request. The work order form may direct thecontractor to provide the Project Officer with a cost estimate once the contractor has received and reviewed the originalforeign document. If an estimate is requested, the contractor shall commence work on the order only after the costestimate is approved by the Project Officer. Once the translation is ready for delivery, the contractor shall fill out thecost data section of the work order form and return the completed form to NRC with the translation. The contractor shallindicate the number of pages and words in the translation as delivered, as well as the final cost of the work order andactual date of delivery.

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NRC-HQ-11-C-10-0038

3. Delivery Schedule

The NRC requester shall accept or reject the translated document according to the following schedule:

Words in Translation as Delivered Time Allowed for NRC Review of Deliverable

52,000 words or less 15 Federal workdays

52,001 to 100,000 words 30 Federal workdays

100,001 to 200,000 words 45 Federal workdays

The Project Officer or designee shall notify the contractor by email (or by telephone with subsequent confirmation byemail) of any items which are rejected. When the Project Officer notifies the contractor by 3:00 PM on a given Federalworkday that a work order has not been accepted and is in need of correction, the contractor shall pick up the rejectedtranslation no later than 3:00 PM on the following Federal workday. The contractor is responsible for all costs related topick-up and delivery back to NRC of documents in need of correction.The contractor shall correct all deficiencies free of charge. Corrected versions of translations shall be returned to theNRC in accordance with the expedited delivery schedule.

A. STANDARD SCHEDULE

Completed translations are due by 12:00 PM on the due date specified on the work order form or approved by theProject Officer. The NRC's official working hours are 7:00 AM to 4:15 PM. The standard delivery schedule for workorders assumes translation at a rate of 2,000 words per Federal workday, plus one (1) additional Federal workday forediting and formatting each 10,000 words, or portion thereof, in the original document.

The due dates for translations ordered under the standard schedule are as follows:

SCHEDULE FOR DELIVERY OF TRANSLATIONS - STANDARD TURNAROUND

Number of Words in Original Delivery Date for Translated DocumentDocument

3 rd Federal workday after contractor receipt of original2,000 or less dcmn

document

2,001 to 4,000 4th Federal workday after contractor receipt

4,001 to 6,000 51h Federal workday after contractor receipt

6,001 to 8,000 6"h Federal workday after contractor receipt

For every 2,000 additional Add one (1) Federal workday for translationwords...

For every 10,000 additional Add (1) extra Federal workday for editing and formattingwords...

* If the work order directs the contractor to furnish a written cost estimated and receive written approval of

the estimate from the Project Officer before proceeding with the translation, the delivery date for thetranslated document shall be calculated from the date of Project Officer approval rather than the date ofContractor receipt.

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NRC-.HQ-11-C-10-0038

B. EXPEDITED SCHEDULEWhen necessary, work orders for expedited translations shall be issued to the contractor. Expedited translations aredue by 12:00 PM on the due date specified on the work order form or approved by the Project Officer. The NRC'sofficial working hours are 7:00 AM to 4:15 PM. The expedited delivery schedule for work orders assumes translationat a rate of 4,000 words per Federal workday, plus one (1) additional Federal workday for editing and formatting each20,000 words, or portion thereof, in the original document. The contractor shall complete corrections to deliverables onan expedited basis.

The due dates for translations ordered on an expedited basis and for corrections are as follows:

SCHEDULE FOR DELIVERY OF TRANSLATIONS - EXPEDITED TURNAROUND

Number of Words in Original Delivery Date for Translated DocumentDocument

3 rd Federal workday after contractor receipt of original4,000 or less dcmndocument

4,001 to 8,000 4th Federal workday after contractor receipt

8,001 to 12,000 5th Federal workday after contractor receipt

* If the work order directs the contractor to furnish a written cost estimated and receive written approval of theestimate from the Project Officer before proceeding with the translation, the delivery date for the translateddocument shall be calculated from the date of Project Officer approval rather than the date of Contractor receipt.

C. NOTIFICATION OF LATE DELIVERYIf the contractor determines that delivery of a translation or correction by the scheduled due date will not take place, thecontractor shall notify the Project Officer by email (or by telephone with subsequent confirmation by email) as soon aspossible, and in any case no later than 12:00 PM on the Federal workday preceding the due date. Payment deductionswill be made for late delivery of documents and for failure to notify the Project Officer of delivery delays. Late delivery isdelivery after 12:00 P.M. on the due date specified on the in the written delivery request.

B.1 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAR 2009)

ALTERNATE I (OCT 2008)

(a) Inspection/Acceptance.

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

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

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

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified inthe contract) after acceptance of the services or materials last delivered under this contract, the Government may

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NRC-HQ-11 -C-10-0038

require the Contractor to replace or correct services or materials that at time of delivery failed to meet contractrequirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correctionshall be determined under paragraph (i) of this clause, but the "hourly rate" for labor hours incurred in the replacement orcorrection shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, theportion of the "hourly rate" attributable to profit shall be 10 percent. The Contractor shall not tender for acceptancematerials and services required to be replaced or corrected without disclosing the former requirement for replacement orcorrection, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable toprofit.]

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

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increasedcost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

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

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

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

(ii) The conduct of one or more of the Contractor's employees selected or retained by the Contractor after any ofthe Contractor's managerial personnel has reasonable grounds to believe that the employee is habitually careless orunqualified.

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

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

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

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

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

(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Failureof the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arisingunder or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1,

11

NRC-HQ-11 -C-1 0-0038

Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of thiscontract, pending final resolution of any dispute arising under the contract.

(e) Definitions.

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

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

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

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

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

(iii) Materials means--

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

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

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

(D) The following subcontracts for services which are specifically excluded from the hourly rate: [Insert any

subcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; and

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

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

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

(g) Invoice.

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

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(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice,the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitationprovision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-- Central Contractor Registration, or52.232-34, Payment by Electronic Funds Transfer--Other Than Central Contractor Registration), or applicable agencyprocedures.

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

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

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

(i) Payments.

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

(i) Hourly rate.

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

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

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

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

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

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

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

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

(ii) Materials.

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

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

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

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

(2) Makes these payments within 30 days of the submission of the Contractor's payment request to the

Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

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

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

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

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

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(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for thefollowing, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: [Insert each elementof other direct costs (e.g., travel, computer usage charges, etc. Insert "None" if no reimbursement for other direct costswill be provided. If this is an indefinite delivery contract, the Contracting Officer may insert "Each order must listseparately the elements of other direct charge(s) for that order or, if no reimbursement for other direct costs will beprovided, insert 'None".']

(2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The Government will reimburse theContractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price:[Insert a fixed amount for the indirect costs and payment schedule. Insert "$0" if no fixed price reimbursement for indirectcosts will be provided. (If this is an indefinite delivery contract, the Contracting Officer may insert "Each order must listseparately the fixed amount for the indirect costs and payment schedule or, if no reimbursement for indirect costs, insert'None')."]

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

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

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

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

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

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

(B) The Contractor's timekeeping procedures;

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

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

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

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

(B) Any documents supporting payment of those invoices.

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

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

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

of overpayment);

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

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

(D) Contractor point of contact.

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

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

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

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

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

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

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting

Officer (see FAR 32.607-2).

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(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the finaldecision shall identify the same due date as the original demand for payment.

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

(A) The date fixed under this contract.

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

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the duedate and ending on--

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

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

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

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

(viii) Upon receipt and approval of the invoice designated by the Contractor as the "completion invoice" andsupporting documentation, and upon compliance by the Contractor with all terms of this contract, any outstandingbalances will be paid within 30 days unless the parties agree otherwise. The completion invoice, and supportingdocumentation, shall be submitted by the Contractor as promptly as practicable following completion of the work underthis contract, but in no event later than 1 year (or such longer period as the Contracting Officer may approve in writing)from the date of completion.

(7) Release of claims. The Contractor, and each assignee under an assignment entered into under this contractand in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a conditionprecedent to final payment under this contract, a release discharging the Government, its officers, agents, andemployees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only to thefollowing exceptions.

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

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

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

(8) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.

3903) and prompt payment regulations at 5 CFR part 1315.

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

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

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies providedunder this contract shall remain with the Contractor until, and shall pass to the Government upon:

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

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

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

(I) Termination for the Government's convenience. The Government reserves the right to terminate this contract, orany part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all workhereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to theterms of this contract, the Contractor shall be paid an amount for direct labor hours (as defined in the Schedule of thecontract) determined by multiplying the number of direct labor hours expended before the effective date of termination bythe hourly rate(s) in the contract, less any hourly rate payments already made to the Contractor plus reasonable chargesthe Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system thathave resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards orcontract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor'srecords. The Contractor shall not be paid for any work performed or costs incurred that reasonably could have beenavoided.

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating toofficials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58,

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Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; Section 1553 of theAmerican Recovery and Reinvestment Act of 2009 relating to whistleblower protections for contracts funded under thatAct; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to procurement integrity.

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

the following order:

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments

(9) The specification.

(t) Central Contractor Registration (CCR).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance andthrough final payment of any contract for the accuracy and completeness of the data within the CCR database, and forany liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the CCRdatabase after the initial registration, 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 is current, accurate andcomplete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitutefor a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whicheveris shown on the contract), or has transferred the assets used in performing the contract, but has not completed thenecessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractorshall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to(A) change the name in the CCR database; (B) comply with the requirements of subpart 42.12; and (C) agree in writingto the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with thenotification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform theagreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation orchange-of-name agreement, -the CCR information that shows the Contractor to be other than the Contractor indicated'inthe contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraphof the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, inthe CCR record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment ofClaims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor's CCR

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NRC-HQ-11-C-10-0038record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will beconsidered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clauseof this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via theinternet at http://www.ccr.gov or by calling 1-888-227-2423 or 269-961-5757.

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

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

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

B.2 52.216-18 ORDERING (OCT 1995)

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

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

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

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

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount ofless than $0 the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies orservices under the contract.

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

(1) Any order for a single item in excess of the total contract amount;

(2) Any order for a combination of items in excess of the total contract amount; or

(3) A series of orders from the same ordering office within 15 days that together call for quantities exceeding thelimitation in paragraph (b)(1) or (2) of this section.

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

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding themaximum- order limitations in paragraph(b), unless that order (or'orders) is returned to the orderihr-officdewithirn 15 "days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and thereasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

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

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

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

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

(d) Any order issued during the effective period of this contract and not completed within that period shall becompleted by the Contractor within the time specified in the order. The contract shall govern the Contractor's andGovernment's rights and obligations with respect to that order to the same extent as if the order were completed duringthe contract's effective period; provided, that the Contractor shall not be required to make any deliveries under thiscontract 6 months after contract expiration.

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

The Government may require continued performance of any services within the limits and at the rates specified in thecontract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary ofLabor. The option provision may be exercised more than once, but the total extension of performance hereunder shallnot exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30days.

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

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; providedthat the Government gives the Contractor a preliminary written notice of its intent to extend at least 15 days before thecontract expires. The preliminary notice does not commit the Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 12months years.

B.7 52.219-17 SECTION 8(a) AWARD (DEC 1996)

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

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

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

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

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

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

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

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

B.8 NOTICE LISTING CLAUSES INCORPORATED BY REFERENCE

The following clauses are hereby incorporated by reference (by Citation Number, Title, and Date) in accordancewith the clause at FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE.

NUMBER TITLE DATEFEDERAL ACQUISITION REGULATION (48 CFR Chapter 1)

52.225-13 RESTRICTIONS ON CERTAIN FOREIGN JUN 2008PURCHASES

52.233-1 DISPUTES JUL 200252.233-4 APPLICABLE LAW FOR BREACH OF OCT 2004

CONTRACT CLAIM

B.9 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OREXECUTIVE ORDERS--COMMERCIAL ITEMS (JAN 2011)

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

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

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

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

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

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

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

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

[] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of2009.)

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

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

[X] (6) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred,Suspended, or Proposed for Debarment (DEC 2010) (31 U.S.C. 6101 note). (Applies to contracts over $30,000). (Notapplicable to subcontracts for the acquisition of commercially available off-the-shelf items).

[] (7) 52.219-3, Notice of Total HUBZone Set-Aside or Sole-Source Award (JAN 2011) (15 U.S.C. 657a).

[] (8) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (JAN 2011) (if theofferor elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[- (9) [Reserved]

[] (10)(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.

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

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

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

[] (12) 52.219-8, Utilization of Small Business Concerns (JAN 2011) (15 U.S.C. 637(d)(2) and (3)).

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

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

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

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

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

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

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

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

[] (17) 52.219-25, Small Disadvantaged Business Participation Program--Disadvantaged Status and Reporting(APR 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

[] (18) 52.219-26, Small Disadvantaged Business Participation Program--Incentive Subcontracting (Oct 2000)(Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

[] (19) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004) (15

U.S.C. 657 f).

[X] (20) 52.219-28, Post Award Small Business Program Rerepresentation (APR 2009) (15 U.S.C 632(a)(2)).

[X] (21) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

[] (22) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (JUL 2010) (E.O. 13126).

[] (23) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

[] (24) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

[] (25) 52.222-35, Equal Opportunity for Veterans (SEP 2010) (38 U.S.C. 4212).

[] (26) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

[] (27) 52.222-37, Employment Reports on Veterans (SEP 2010) (38 U.S.C. 4212).

[] (28) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O.13496).

[] (29) 52.222-54, Employment Eligibility Verification (Jan 2009). (Executive Order 12989). (Not applicable to theacquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in22.1803.)

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

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

[1 (31) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007)(42 U.S.C. 8259b).

[] (32)(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.

[X] (33) 52.223-18, Contractor Policy to Ban Text Messaging while Driving (SEP 2010) (E.O. 13513).

[] (34) 52.225-1, Buy American Act--Supplies (FEB 2009) (41 U.S.C. 10a-10d).

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[] (35)(i) 52.225-3, Buy American Act--Free Trade Agreements-- Israeli Trade Act (JUN 2009) (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.

[] (36) 52.225-5, Trade Agreements (AUG 2009) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

[X] (37) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s, proclamations, and statutesadministered by the Office of Foreign Assets Control of the Department of the Treasury).

[] (38) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

[] (39) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C.5150).

U (40) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f), 10U.S.C.: 2307(f)).

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

[X] (42) 52.232-33, Payment by Electronic Funds Transfer--Central Contractor Registration (Oct 2003) (31U.S.C. 3332).

[ (43) 52.232-34, Payment by Electronic Funds Transfer--Other than Central Contractor Registration (May 1999)(31 U.S.C. 3332).

[] (44) 52.232-36, Payment by Third Party (FEB 2010) (31 U.S.C. 3332).

U (45) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

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

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

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

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

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

Employee Class Monetary Wage-Fringe Benefits

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

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

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

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

[X] (7) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (MAR 2009)(Pub. L. 110-247)

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

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph(d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and doesnot contain the clause at 52.215-2, Audit and Records--Negotiation.

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

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and otherevidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorterperiod specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contractis completely or partially terminated, 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 clause or to litigation or thesettlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, orclaims are finally resolved.

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

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

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

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

(iii) [Reserved]

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

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

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

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

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

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

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

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

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

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

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

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

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

Section C - NRC Clauses

C.1 NRC clause 2052.215-71 PROJECT OFFICER AUTHORITY (NOVEMBER 2006)

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

Name: Helen ChangTelephone: 301-492-3672E-mail: helen.chang@nrc.gov

Address: U.S. Nuclear Regulatory CommissionMail Stop: TWB-05-BO1Washington, DC 20555-0001

Alternate Proiect Officers:

Name: Carrie McCann .Telephone: 301-492-3682E-mail: Carrie.McCann@nrc.gov

Name: Sue BogleTelephone: 30.1-492-3676E-mail: Sue.Bogle@nrc.gov

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Contractors, subcontractors, and grantees, are encouraged to adopt and enforce on-the-job seat belt policies andprograms for their employees when operating company-owned, rented, or personally owned vehicles.

C.2 COMPLIANCE WITH U.S. IMMIGRATION LAWS AND REGULATIONS

NRC contractors are responsible to ensure that their alien personnel are not in violation of United States Immigrationand Naturalization (INS) laws and regulations, including employment authorization documents and visa requirements.Each alien employee of the Contractor must be lawfully admitted for permanent residence as evidenced by AlienRegistration Receipt Card Form 1-151 or must present other evidence from the Immigration and Naturalization Servicesthat employment will not affect his/her immigration status. The INS Office of Business Liaison (OBL) providesinformation to contractors to help them understand the employment eligibility verification process for non-US citizens.This information can be found on the INS website,http://www.ins.usdoj.gov/graphics/services/employerinfo/index.htm#obl.

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

C.3 WHISTLEBLOWER PROTECTION FOR NRC CONTRACTOR AND SUBCONTRACTOR EMPLOYEES(JULY 2006)

(a) The U.S. Nuclear Regulatory Commission (NRC) contractor and its subcontractor are subject to theWhistleblower Employee Protection public law provisions as codified at 42 U.S.C. 5851. NRC contractor(s) and

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subcontractor(s) shall comply with the requirements of this Whistleblower Employee Protection law, and theimplementing regulations of the NRC and the Department of Labor (DOL). See, for example, DOL Procedures onHandling Complaints at 29 C.F.R. Part 24 concerning the employer obligations, prohibited acts, DOL procedures 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, NRC contractor andsubcontractor employees are protected from discharge, reprisal, threats, intimidation, coercion, blacklisting or otheremployment discrimination practices with respect to compensation, terms, conditions or privileges of their employmentbecause the contractor or subcontractor employee(s) has provided notice to the employer, refused to engage in unlawfulpractices, assisted in proceedings or testified on activities concerning alleged violations of the Atomic Energy Act of1954 (as amended) and the Energy Reorganization Act of 1974 (as amended).

(c) The contractor shall insert this or the substance of this clause in any subcontracts involving work performed underthis contract.

C.4 PROHIBITON OF FUNDING TO ACORN (NOV 2009)

In accordance with section 163 of the Continuing Appropriations Resolution, 2010, Division B of Public Law No.111-68 (CR), until further notice, no federal funds may be provided to the Association of Community Organizations forReform Now (ACORN), or any of its affiliates, subsidiaries, or allied organizations. Additional information can be foundat: http://www.whitehouse.gov/omb/assets/memoranda_2010/mi 0-02.pdf

C.5 REDUCING TEXT MESSAGING WHILE DRIVING (OCT 2009)

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

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

(2) Consider new rules and programs to further the policies described in (a)(1), reevaluate existing programs.toprohibit text messaging while driving, and conduct education, awareness, and other outreach programs for employeesabout the safety risks associated with text messaging while driving. These initiatives should encourage voluntarycompliance with the text messaging 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 engagingin any other form of electronic data retrieval or electronic data communication.

(2) "Driving" means operating a motor vehicle on an active roadway with the motor running, including whiletemporarily stationary because of traffic, a traffic light or stop sign, or otherwise. It does not include operating a motorvehicle with or without the motor running when one has-pulled over to the side of, or off, an active roadwayandhas..halted in a location where one can safely remain stationary.

(c) The Contractor or Recipient shall encourage its subcontractor(s) or sub-recipient(s) to adopt and enforce thepolicies and initiatives described in this clause.

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C.6 BILLING INSTRUCTIONS FOR FIXED PRICE CONTRACTS (JUNE 2008)

General: During performance and through final payment of this contract, the contractor is responsible for the accuracyand completeness of data within the Central Contractor Registration (CCR) database and for any liability resulting fromthe Government's reliance on inaccurate or incomplete CCR data.

The contractor shall prepare vouchers/invoices as prescribed herein. FAILURE TO SUBMIT VOUCHERS/INVOICES INACCORDANCE WITH THESE INSTRUCTIONS WILL RESULT IN REJECTION OF THE VOUCHER/INVOICE AS IMPROPER.

Form: Claims shall be submitted on the payee's letterhead, voucher/invoice, or on the Government's Standard Form1034, "Public Voucher for Purchases and Services Other than Personal," and Standard Form 1035, "Public Voucher forPurchases Other than Personal--Continuation Sheet."

Number of Copies: A signed original shall be submitted. If the voucher/invoice includes the purchase of any propertywith an initial acquisition cost of $50,000 or more, a copy of the signed original is also required.

Designated Agency Billing Office: The preferred method of submitting vouchers/invoices is electronically to theDepartment of the Interior at NRCPavments(nbc.qov

If the voucher/invoice includes the purchase of any property with an initial acquisition cost of $50,000 or more, a copy ofthe signed original shall be electronically sent to: Propertyla"nrc:.9ov

However, if you submit a hard-copy of the voucher/invoice, it shall be submitted to the following address:Department of the InteriorNational Business CenterAttn: Fiscal Services Branch - D27707301 West Mansfield AvenueDenver, CO 80235-2230

If you submit a hard-copy of the voucher/invoice and it includes the purchase of any property with an initial acquisitioncost of $50,000 or more, a copy of the signed original shall be mailed to the following address:

U.S. Nuclear Regulatory CommissionNRC Property Management OfficerMail Stop: O-4D15Washington, DC 20555-0001

HAND-CARRIED SUBMISSIONS WILL NOT BE ACCEPTED

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

Frequency: The contractor shall submit a voucher/invoice only after the NRC's final acceptance of services rendered orproducts delivered in performance of the contract unless otherwise specified in the contract.

Preparation and Itemization of the Voucher/Invoice: The voucher/invoice shall be prepared in ink or by typewriter(without strike-overs). Corrections or erasures must be initialed. To be considered a proper voucher/invoice, all of thefollowing elements must be included:

1. Contractor's Data Universal Number (DUNS) or DUNS+4 number that identifies the contractor's name and address..The DUNS+4 number is the DUNS number plus a 4-character suffix that may be assigned at the discretion of thecontractor to identify alternative Electronic Funds Transfer (EFT) accounts for the same parent concern.

2. Contract number.

3. Sequential voucher/invoice number.

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4. Date of voucher/invoice. If provided services, included the dates that the services were provided. IMPORTANT!

5. Payee's name and address. Show the name of the Payee as it appears in the contract and its correct address. Ifthe Payee assigns the proceeds of this contract as provided for in the assignment of claims terms of this contract,the Payee shall require as a condition of any such assignment, that the assignee shall register separately in theCentral Contractor Registration (CCR) database at http://www.ccr.gov and shall be paid by EFT in accordance withthe terms of this contract. See Federal Acquisition Regulation 52.232-33(g) Payment by Electronic FundsTransfer - Central Contractor Registration (October 2003).

6. A description of articles or services, quantity, unit price, and total amount.

7. For contractor acquired property, list each item with an initial acquisition cost of $50,000 or more and provide: (1)an item description, (2) manufacturer, (3) model number, (4) serial number, (5) acquisition cost, (6) dateof purchase, and (7) a copy of the purchasing document.

8. Weight and zone of shipment, if shipped by parcel post.

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

10. Instructions to consignee to notify the Contracting Officer of receipt of shipment.

11. For Indefinite Delivery contracts or contracts under which progress payments are authorized, the finalvoucher/invoice shall be marked "FINAL VOUCHER" OR "FINAL INVOICE."

Currency: Billings may be expressed in the currency normally used by the contractor in maintaining his accountingrecords and payments will be made in that currency. However, the U.S. dollar equivalent for all vouchers/invoices paidunder the contract may not exceed the total U.S. dollars authorized in the contract.

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