Text

Contract No. NRC-31310018C0012 (Redacted)
	ML23082A329
Person / Time
Issue date:	06/26/2018
From:	Mike Williams; Acquisition Management Division
To:	;
References
	NRC-31310018C0012
	Download: ML23082A329 (1)
	v • d • e

1. REQUISITION NUMBER PAGE OF SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 OCHCO-18-0089 1 64

2. CONTRACT NO. 3. AWARD/ 4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION 31310018C0012 EFFECTIVE DATE 31310018R0024 ISSUE DATE 05/14/2018

7. FOR SOLICITATION a. NAME b. TELEPHONE NUMBER (No collect calls) 8. OFFER DUE DATE/LOCAL TIME INFORMATION CALL GEOFFREY COLEMAN 301-415-5517 ET

9. ISSUED BY CODE NRCHQ 10. THIS ACQUISITION IS UNRESTRICTED OR X SET ASIDE: 100.00 % FOR:

WOMEN-OWNED SMALL BUSINESS US NRC - HQ X SMALL BUSINESS (WOSB) ELIGIBLE UNDER THE WOMEN-OWNED ACQUISITION MANAGEMENT DIVISION HUBZONE SMALL SMALL BUSINESS PROGRAM NAICS: 611710 BUSINESS EDWOSB MAIL STOP TWFN-07B20M SERVICE-DISABLED X 8(A)

WASHINGTON DC 20555-0001 VETERAN-OWNED SIZE STANDARD: $15.0 SMALL BUSINESS

11. DELIVERY FOR FOB DESTINA- 12. DISCOUNT TERMS 13b. RATING TION UNLESS BLOCK IS 13a. THIS CONTRACT IS A MARKED 30 RATED ORDER UNDER

14. METHOD OF SOLICITATION SEE SCHEDULE DPAS (15 CFR 700)

RFQ IFB X RFP

15. DELIVER TO CODE TTC 16. ADMINISTERED BY CODE NRCHQ US NRC TECHNICAL TRAINING CENTER US NRC - HQ OSBORNE OFFICE CENTER ACQUISITION MANAGEMENT DIVISION 5746 MARLIN ROAD SUITE 200 MAIL STOP TWFN-07B20M CHATTANOOGA TN 37411-5677 WASHINGTON DC 20555-0001 17a. CONTRACTOR/ CODE 141415021 FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE OFFEROR ADVANCED COMPUTER LEARNING COMPANY LLC ATTN KATHRYN COX 208 HAY STREET SUITE 2C FAYETTEVILLE NC 283015534 TELEPHONE NO. 9107647781 Ext.114 17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT The contractor will provide the U.S. Nuclear Regulatory Commission with "Human Resource Training Development Support" Services in accordance with the attached Statement of Work.

Total Obligated Amount $597,000 00 Base & Exercised Options Amount: $1,487,841.40 Base & all Options Amount: $3,979,238.45 (Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

See schedule $3,979,211.45 27a. SOLICITATION NCORPORATES BY REFERENCE FAR 52 212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER NCORPORATES BY REFERENCE FAR 52.212-4. FAR 52 212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

X 28. CONTRACTOR IS REQU RED TO SIGN THIS DOCUMENT AND RETURN 1 29. AWARD OF CONTRACT: REF. OFFER COP ES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER DATED . YOUR OFFER ON SOLICITATION (BLOCK 5),

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED. HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED MONIQUE B. WILLIAMS 06/26/2018 AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449 (REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

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19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT Accounting Info:

2018-X0200-FEEBASED-84-84D00.-1084-11-N-157-251F-1 1-N-157-1084 Period of Performance: 06/25/2018 to 06/24/2020 32a. QUANTITY IN COLUMN 21 HAS BEEN RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32e. MA LING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32g. E-MA L OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED 36. PAYMENT 37. CHECK NUMBER CORRECT FOR COMPLETE PARTIAL FINAL PARTIAL FINAL

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY 41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print) 41b. SIGNATURE AND TITLE OF CERTIFY NG OFFICER 41c. DATE 42b. RECEIVED AT (Location) 42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS STANDARD FORM 1449 (REV. 2/2012) BACK

CONTRACT #: 31310018C0012 SECTION A - Solicitation/Contract Form................................................................................................ 2 SECTION B - Supplies or Services/Prices ............................................................................................. 4 B.1 BRIEF DESCRIPTION OF WORK .......................................................................................... 4 (a) The title of this project is: HRTD Learning and Development Support .......................................... 4 B.2 CONSIDERATION AND OBLIGATION - TIME-AND-MATERIALS CONTRACT (AUG 2011) ......... 4 B.3 PRICE/COST SCHEDULE .............................................................................................................. 4 SECTION C - Description/Specifications................................................................................................ 7 SECTION D - Packaging and Marking ........................................................................................... 16 D.1 NRCD020 BRANDING .............................................................................................................. 16 D.2 NRCD010 PACKAGING AND MARKING .................................................................................. 16 SECTION E - Inspection and Acceptance ............................................................................................ 17 E.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE ......................... 17 SECTION F - Deliveries or Performance.............................................................................................. 18 F.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE ......................... 18 F,2 PERIOD OF PERFORMANCE ALTERNATE III ........................................................................ 18 F.3 PLACE OF DELIVERY-REPORTS .......................................................................................... 18 F.4 CONTRACT DELIVERABLES: .................................................................................................. 19 SECTION G - Contract Administration Data......................................................................................... 20 G.1 REGISTRATION IN FEDCONNECT (JULY 2014) .................................................................. 20 G.2 ELECTRONIC PAYMENT ......................................................................................................... 20 SECTION H - Special Contract Requirements ..................................................................................... 21 H.1 2052.209-72 CONTRACTOR ORGANIZATIONAL CONFLICTS OF INTEREST. (JAN 1993) ... 21 H.2 2052.209-70 CURRENT/FORMER AGENCY EMPLOYEE INVOLVEMENT. (OCT 1999) ............ 23 H.3 2052.215-70 KEY PERSONNEL. (JAN 1993) ........................................................................... 24 H.4 2052.215-71 CONTRACTING OFFICER REPRESENTAIVE. (OCT 1999) - ALTERNATE II (OCT 1999) 24 H.5 2052.215-78 TRAVEL APPROVALS AND REIMBURSEMENT (OCT 1999) - ALTERNATE I (OCT 1999).......................................................................................................................................... 25 H.6 USE OF AUTOMATED CLEARING HOUSE (ACH) ELECTRONIC PAYMENT/REMITTANCE ADDRESS ........................................................................................................................................... 26 H.7 GREEN PURCHASING (SEP 2015) ......................................................................................... 26 H.8 WHISTLEBLOWER PROTECTION FOR NRC CONTRACTOR AND SUBCONTRACTOR EMPLOYEES ...................................................................................................................................... 26 H.9 ANNUAL AND FINAL CONTRACTOR PERFORMANCE EVALUATIONS ................................ 27 H.10 NRCH070 GOVERNMENT FURNISHED EQUIPMENT/PROPERTY ................................ 27 I.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE. (FEB 1998) .......................................... 29 I.2 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS. (JAN 2017) ............. 29 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS - COMMERCIAL ITEMS (JAN 2018)............................................................... 35 I.4 ........................................................................................................................................................ 42 52.217-8 OPTION TO EXTEND SERVICES. (NOV 1999) ................................................................... 42 I.3 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) ............................ 42 I.4 52.219-11 SPECIAL 8(a) CONDITIONS (JAN 2017) ...................................................................... 43 (End of clause) .................................................................................................................................... 43 I.5 52.219-12 SPECIAL 8(a) SUBCONTRACT CONDITIONS (JAN 2017)........................................... 43 I.6 52.219-17 SECTION 8(a) AWARD (JAN 2017)............................................................................... 44 I.7 52.227-14 Rights in DataGeneral (MAY 2014) ............................................................................ 44 Alternate II (Dec 2007). As prescribed in 27.409(b)(3), insert the following paragraph (g)(3) in the basic clause: ................................................................................................................................................. 49 SECTION J - List of Documents, Exhibits and Other Attachments ....................................................... 50 Page 3

CONTRACT #: 31310018C0012 TOTAL BASE PERIOD ESTIMATED COST INCLUSIVE OF OPTIONAL LINE ITEMS:

TOTAL OPTION YEAR 1 ESTIMATED COST:

OPTIONAL LINE ITEMS OPTION YEAR 1 OPTIONAL LINE ITEM OPTION YEAR 1 ESTIMANTED COST:

TOTAL OPTION YEAR 1 ESTIMATED COST INCLUSIVE OF OPTIONAL LINE ITEMS:

TOTAL OPTION YEAR 2 ESTIMATED COST:

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CONTRACT #: 31310018C0012 SECTION C - Description/Specifications C.1 Background One of the hallmarks that distinguishes the Nuclear Regulatory Commission (NRC) as a global leader in nuclear regulation is the specialized knowledge and strong technical expertise within its workforce.

The NRC is changing how it trains and develops the workforce to increase efficiency and effectiveness by reducing the reliance on a traditional classroom delivery models for NRCs technical training and professional development programs. The traditional classroom model is increasingly difficult to sustain and fails to capitalize on the opportunities provided through the use of technology, social learning, and advances in knowledge of adult learning capability. These factors have created the demand and opportunity for the NRC to perform additional analysis to assess new learning and development options for the workforce. NRCs Office of the Chief Human Capital Officer (OCHCO) is evaluating current training programs and transforming learning and development processes at NRC. This transformation includes development of innovative learning interactions including distance and blended learning course materials. These learning modernization efforts will support the Agency goal to continue to build and maintain the strong technical expertise required for a nuclear regulator by offering more efficient and effective training delivery options.

This contract will support the NRCs Human Resources and Training Development Program by providing learning and development support for technical and professional training programs.

C.2 Objective The objective of this acquisition is to to obtain experienced professional services for learning design and development assistance to assist the NRC with learning modernization projects. Support will primarily consist of instructional system design and graphic artist support for designated learning modernization projects for virtual and blended learning solutions.

C.3 Scope of Work/Tasks The contractor shall provide non-personal services utilizing the labor categories indicated in Section C.4 below. The contractor, including any consultants and/or subcontractors, shall be responsible for providing all management, supervision, recruitment, employment, and insurance, for its personnel assigned to work under this contract. The contractor shall ensure that the contractor personnel complete all applicable security forms and other required documentation to include drug testing as may be required by NRC under this contract.

The contractor shall provide all resources necessary to accomplish the tasks and deliverables described in this Statement of Work (SOW). The contractor shall provide staff to support work on-site at NRC facilities or contractor facility as required for the learning and development project for the following tasks:

1. Assist HRTD in the analysis, design and development of existing and new courses for leaning modernization. This includes but is not limited to the review of current course content, assessment of current competencies and the related necessary skills required at the completion of the learning activity.

2. Support on various learning design teams with instructors and subject matter experts to design new or re-design existing learning intervention materials.

3. Develop storyboards and instructions for learning intervention content development to include types of graphics and animations to be used in support of the learning activities, audio script, Page 7

CONTRACT #: 31310018C0012 and 508 Compliance attributes. This includes but is not limited to alt-tagging, content tagging, and closed-captioning in support of 508 compliance requirements.

4. Review current learning content and design interactive learning interventions to be used in classroom, on-line, or blended instruction. On-line and/or blended instruction shall be based on either SCORM based tools, Moodle interactive activities, to include but not limited to, H5P interactive learning activity tools. H5P is a create and share rich HTML5 content and applications interface for the Moodle learning management system.

5. Provide graphic support for learning and development projects. Specific tasks requirements for graphic support will vary from project to project as requests for new or modified training courses are received, but the type of task may include graphic illustration, 2D and 3D animation, 2D and 3D modelling, audio/video scripting, recording, editing, and graphic design of training and communication documentation. This includes providing the necessary 508 Compliance attributes, which depending on the project, may include but not be limited to alt-tagging, content tagging, and closed-captioning.

6. Provide learning management system support and content development through the use of SCORM, Experience API, and Moodle type learning activities such as Course Books, H5P interactive learning activities, and interactive embedded searchable videos.

7. Provide support for web site design and development using a content management system solution such as Drupal or WordPress in support of just in time learning and knowledge management capabilities. The types of activities includes, but is not limited to, the use of Cascading Style Sheet (CSS), Boot Strap, Java Scripting, and HTML5 (Hyper Text Mark-up Language).

The contractor shall designate one of the onsite personnel as a project lead for providing project activity oversite and coordination with the COR. The project lead shall provide assistance to the COR in individual project planning to assist with the determination of task prioritization and projected completion dates.

The COR will identify the learning development project activity and scope of each project to include the following: description of work activity, scope of work to be performed and deliverable(s), projected level of effort in hours, total estimated cost, target deliverable(s), date(s), and required personnel, per the labor categories included in the contract. The COR will be responsible for ensuring NRC resource availability and approval of the project activity via the work order prior to the commencement of work.

Once the COR has provided written approval of the work order the contractor shall not deviate from the work order without prior written approval from the COR. The COR will coordinate project status meetings with project teams, as required. See Attachment I for work order template.

The COR shall be notified via email of the reason(s) for the any delay within 1 business day of contractor identification of the delay. This notification shall also include the contractors recommended course of action to meet the learning and development goals and maintain schedule.

C.4 Estimated Labor Categories, Key Personnel and Levels of Effort Labor Categories, Requirements and Key Personnel. Personnel working under this contact/order shall meet the minimum requirements for experience and education, as follows:

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CONTRACT #: 31310018C0012 Key Personnel*

Labor Category Position Minimum Requirements (yes or no)

Senior Instructional Education: MA/MS or BA/BS with emphasis on Yes Designer instructional design or equivalent.

Experience & Knowledge:

Minimum of five years of instructional design experience and one year of supervisory experience in instructional design.

Minimum or 5 years of specific experience with the ADDIE model (Analyze, Design, Develop, Implement, and Evaluate) is required.

Performance Consulting Experience is highly desirable.

Storyboarding experience in support of online learning development using Moodle/Totara Learning Management System and Success Factors Learning Management Systems is highly desirable.

Familiar with eLearning development and 508 Compliance.

Instructional Education: BA/BS with emphasis on instructional Yes Designer design or equivalent.

Experience & Knowledge:

Minimum of two years of instructional design experience.

Specific experience with the ADDIE model (Analyze, Design, Develop, Implement, and Evaluate) is required.

Performance Consulting Experience is highly desirable.

Storyboarding experience in support of online learning development using a SCORM or Experience API approach is highly desirable.

Familiar with eLearning development and 508 Compliance.

Sr. Graphics Artist Education: Yes

MA/MS or BA/BS with emphasis on graphic design & media arts or equivalent.

Experience & Knowledge:

Minimum of five years of graphic design in support of instructional design using graphic design and animation capabilities.

Online learning instructional design with specialized experience in planning, designing, and developing 2D and 3D graphics and animations, video production, edit, and produce high quality video, record and edit audio files Page 9

CONTRACT #: 31310018C0012 Key Personnel*

Labor Category Position Minimum Requirements (yes or no)

Design and develop web pages, and write or modify code to manipulate content inside of a learning management system like Moodle and a learning content management system using Drupal.

Familiar with the following software types relative to eLearning development: Adobe Captivate, Tetra 4D, Maya, 3D Studio Max, NuGraf, NGRAIN, Crazy Talk, Video Scribe, Adobe Creative Cloud, Microsoft Windows Office, Adobe Acrobat, Unity, Camtasia, and Articulate Storyline.

Programming experience in Web Development to include CSS and HTML5; 3D Modelling and Animation; 2D Animation; Graphic Design and Production.

Familiar with eLearning and 508 Compliance.

Production of eLearning using the Moodle/Totara Learning Management System and Success Factors Learning Management System.

Manage Content Libraries.

Graphic Artist Education: Yes

BA/BS with emphasis on graphic design &

media arts or equivalent.

Experience & Knowledge:

Minimum of two years of graphic design in support of instructional design using graphic design and animation capabilities.

Online learning instructional design and animation or equivalent experience: Minimum of five years of instructional design experience with specialized experience in planning, designing, and developing 2D and 3D graphics and animations.

Familiar with the following software types relative to eLearning development: Adobe Captivate, Tetra 4D, Maya, 3D Studio Max, NuGraf, NGRAIN, Crazy Talk, Video Scribe, Adobe Creative Cloud, Microsoft Windows Office, Adobe Acrobat, Unity, Camtasia, and Articulate Storyline.

Programming experience in Web Development to include CSS and HTML5; 3D Modelling and Animation; 2D Animation; Graphic Design and Production; Video development including scripting, audio recording.

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CONTRACT #: 31310018C0012 Key Personnel*

Labor Category Position Minimum Requirements (yes or no)

Manage content libraries Video Education: Yes Producer/Editor

BA/BS with emphasis on video and audio production.

Experience & Knowledge:

Minimum of two years of video and audio production experience.

Create and develop multimedia (audio/video) content for learning stories, internal company announcement videos, external promotional social videos, product marketing videos, corporate training and other enterprise-wide projects

Script, storyboard, and select optimal forms of media for projects

Work independently, as well as part of a team, to establish project deliverables

Collaborate closely with internal clients and stakeholders to help facilitate the creation of multimedia content

Plan video shoots

Develop and propose production schedules

Record and edit video and sound projects, including selecting program format for final output, capturing/importing media, organizing raw media, editing footage and sound files, creating and inserting static and motion graphics, titling, adding music/voice-over/sfx, media management and archiving project media

Manage video library Project Manager Education: No

BA/BS in Project Management with emphasis on instructional design, video and audio production or equivalent.

Experience and Knowledge:

Minimum of five years of project management oversight in the production of eLearning instructional design and one year of supervisory experience in eLearning development

Knowledgeable in the use of eLearning, Learning Management Systems, and Content Management Solutions Page 11

CONTRACT #: 31310018C0012

In addition to the experience indicated above, Key Personnel shall have demonstrated experience with the following software types and programming skills:

Software: Adobe Captivate, Tetra 4D, Maya, 3D Studio Max, NuGraf, NGRAIN, Crazy Talk, Video Scribe, Adobe Creative Cloud, Microsoft Windows Office, Adobe Acrobat, Unity, Camtasia, Articulate Storyline Programming Skills in: Web Development to include CSS and HTML5; 3D Modelling and Animation; 2D Modelling and Animation; Graphic Design and Video Production; Video scripting and audio recording, including 508 Compliance; Learning Management Systems - Moodle/Totara and Success Factors Level-of-Effort (in hours). Estimate the number of hours required for each labor category, including base and option periods.

Base Year Option 1 Option 2 Option 3 Option 4 Labor Estimated Estimated Estimated Estimated Estimated Total Category Hours Hours Hours Hours Hours Senior Instructional 2000 2000 2000 2000 2000 10,000 System Designer Instructional System Designer 1200 1200 1560 1560 1560 7,080 (optional as needed)

Senior Graphic 2000 2000 2000 2000 2000 10,000 Artist Graphic Artist (optional as 1560 1560 1560 1560 1560 7,800 needed)

Video Producer/Editor 1225 1225 1225 1225 1225 6,125 (optional as needed)

Program 520 520 520 520 520 2,600 Manager C.5 Certification and License Requirements N/A C.6 Reporting Requirements The contractor shall provide a Monthly Letter Status Report (MLSR) which consists of a technical progress report and financial status report. This report will be used by the Government to assess the adequacy of the resources proposed by the contractor to accomplish the work contained in this SOW and provide status of contractor progress in achieving tasks and producing deliverables. The report shall include contract/order summary information, work completed during the specified period, milestone schedule information, problem resolution, travel plans, and staff hour summary.

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CONTRACT #: 31310018C0012 C.7 List of Deliverables Professional Instructional design services/deliverables will be determined on a project by project basis.

Section # Deliverable Due Date Format Submit to C.6 Monthly Letter 20th of the Word CO/COR Status Report following month Document C.3 Work Order Within 5 business Word CO/COR days of COR Document notification of a new project activity C.8 Required Materials/Facilities All hardware and software required for completion of this project already exists at the TTC and are the same as used by current NRC employees. There will be no additional costs related to materials required for this contract.

C.9 Release of Publications Any documents generated by the contractor under this contract/order shall not be released for publication or dissemination without CO and COR prior written approval.

C.10 Place of Performance The work to be performed under this contract/order will be primarily performed at the NRC Technical Training Center, Chattanooga, TN or at the contractors facility, with the exception of the program manager position, which may be performed at the contractors facility or a remote location. The specific work performance location will be based on the current learning and development project(s) in progress.

C.11 Recognized Holidays The contractor is not required to perform services on Federal Holidays.

New Years Day Labor Day Martin Luther King Jr.s Birthday Columbus Day Presidents Day Veterans Day Memorial Day Thanksgiving Day Independence Day Christmas Day In the event of a facility closure, the contractor may perform within scope services at an alternate site.

C.12 Hours of Operation The contactor shall provide required support Monday through Friday between the hours of 7:00 AM and 5:00 PM except Federal holidays or when the Government facility is closed due to local or national emergencies, administrative closings, or similar Government directed facility closings.

C.13 Contractor Travel Contractor will be authorized travel expenses consistent with the Federal Travel Regulation (FTR) and the limitation of funds specified in the travel line item of this contract/order. All travel requires prior written Government approval from the COR.

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CONTRACT #: 31310018C0012 C.14 Data Rights The NRC shall have unlimited rights to and ownership of all deliverables provided under this contract/order, including reports, recommendations, briefings, work plans and all other deliverables. All documents and materials, to include the source codes of any software, produced under this contract/order are the property of the Government with all rights and privileges of ownership/copyright belonging exclusively to the Government. These documents and materials may not be used or sold by the contractor without written authorization from the CO. All materials supplied to the Government shall be the sole property of the Government and may not be used for any other purpose. This right does not abrogate any other Government rights.

C.15 Section 508 - Electronic and Information Technology Standards In December 2000, the Architectural and Transportation Barriers Compliance Board (Access Board),

pursuant to Section 508(2)(A) of the Rehabilitation Act Amendments of 1998, established information technology accessibility standards for the federal government. Section 508(a)(1) requires that when federal departments or agencies develop, procure, maintain, or use Electronic and Information Technology (EIT), they shall ensure that the EIT allows federal employees with disabilities to have access to and use of information and data that is comparable to the access to and use of information and data by other Federal employees. The Section 508 requirement also applies to members of the public seeking information or services from a federal department or agency. Section 508 text is available at http://www.opm.gov/HTML/508-textOfLaw.htm or http://www.section508.gov/.

The following standards are applicable to this contract/order (Check those that apply):

Subpart B - Technical Standards Software Applications and Operating Systems (1194.21)

Web-based Intranet and Internet Information and Applications (1194.22)

Telecommunications Products (1194.23)

Video and Multimedia Products (1194.24)

Self-Contained, Closed Products (1194.25)

Desktop and Portable Computers (1194.26)

Subpart C - Functional Performance Criteria Functional Performance Criteria (1194.31)

Subpart D - Information, Documentation, and Support Information, Documentation, and Support (1194.41)

EIT purchased under this contract/order must be accessible to persons with disabilities, unless otherwise stipulated in the contract/order. Any product replacements contemplated under this contract/order must be equally as 508 compliant as (or more compliant than) the original product purchased. Also, the Government reserves the right to conduct hands-on testing to validate contractor 508 compliance claims.

A Voluntary Product Accessibility Template (VPAT) shall be provided along with EIT deliverables submitted to the Government, if available.

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CONTRACT #: 31310018C0012 C.16 Applicable Publications (Current Editions)

N/A C.17 Security Requirements The contractor shall be required to return NRC issued Personal Identification Verification (PIV) cards/badges to the COR at the end of the contract period of performance. If a contractor voluntarily leaves the company, the badge must be returned on the employees final day of employment. Once the badge is returned to the NRC, the contractor will no longer have access to NRC buildings, sensitive automated information technology systems or data. Additional information related to the returning of PIV badges may be found in Management Directive 12.1, Section 5.

C.18 Government-Furnished Property Facilities: The government will provide the necessary workspace for the contractor to execute the tasks in this SOW including desk space, telephone, computer, and other supplies necessary to maintain an office environment.

Equipment: The government will provide access to the necessary equipment to complete the work described in this SOW including computers, printers, scanners and audio/video equipment.

Computer Access: The government will provide access to all necessary programs and content to complete the tasks described in this SOW including MS Office, Adobe Creative Suite, and multiple eLearning development programs.

C.19 Ordering Procedures (a) Any supplies and services to be furnished under this contract shall be ordered by issuance of work orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from 6/25/18 through 6/24/23.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control. The contractor shall attach a copy of the approved work orders to invoice submissions.

(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. See Attachment I for a sample template.

(d) In addition to the contracting officer the following individuals are authorized to issue work orders under this contract:

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CONTRACT #: 31310018C0012 SECTION D - Packaging and Marking D.1 NRCD020 BRANDING The Contractor is required to use the statement below in any publications, presentations, articles, products, or materials funded under this contract/order, to the extent practical, in order to provide NRC with recognition for its involvement in and contribution to the project. If the work performed is funded entirely with NRC funds, then the contractor must acknowledge that information in its documentation/presentation.

Work Supported by the U.S. Nuclear Regulatory Commission (NRC), Office of the Chief Human Capital Officer (OCHCO), Human Resources Training and Development (HRTD), Technical Training Center (TTC), under Contract number 31310018C0012.

(End of Clause)

D.2 NRCD010 PACKAGING AND MARKING (a) The Contractor shall package material for shipment to the NRC in such a manner that will ensure acceptance by common carrier and safe delivery at destination. Containers and closures shall comply with the Surface Transportation Board, Uniform Freight Classification Rules, or regulations of other 4carriers as applicable to the mode of transportation.

(b) On the front of the package, the Contractor shall clearly identify the contract number under which the product is being provided.

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

(End of Clause)

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CONTRACT #: 31310018C0012 SECTION E - Inspection and Acceptance E.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" contained in this document. See FAR 52.252-2 for an internet address (if specified) for electronic access to the full text of a clause.

52.246-4 INSPECTION OF SERVICES - FIXED-PRICE. (AUG 1996) 52.247-34 F.O.B. DESTINATION. (NOV 1991) 52.247-48 F.O.B. DESTINATION - EVIDENCE OF SHIPMENT. (FEB 1999)

Contract Deliverables:

1. The contractor shall provide instruction and delivery of HRTD Learning & Development Support in accordance with the Statement of Work.

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CONTRACT #: 31310018C0012 SECTION F - Deliveries or Performance F.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" contained in this document. See FAR 52.252-2 for an internet address (if specified) for electronic access to the full text of a clause.

52.242-15 STOP-WORK ORDER. (AUG 1989)

F,2 PERIOD OF PERFORMANCE ALTERNATE III This contract shall commence on 6/25/2018 and will expire on 6/24/2020. The term of this contract may be extended at the option of the Government for an additional 3 option periods, with an ultimate completion date of 6/24/2023 for a total of five (5) years.

The term of this contract may be extended at the option of the Government for an additional six (6) months.

(End of Clause)

F.3 PLACE OF DELIVERY-REPORTS The items to be furnished hereunder shall be delivered, with all charges paid by the Contractor, to:

a. Name:

b. Contracting Officers Representative (COR)

c. U.S. Nuclear Regulatory Commission

d. Address:

e. Electronic copies to:

f. (List names and email addresses) TBD

g. Name: Monique Williams

h. Contracting Officer (CO)

i. U.S. Nuclear Regulatory Commission

j. Address: Monique.Williams@nrc.gov ACQUISITION MANAGEMENT DIVISION MAIL STOP TWFN-8E06M WASHINGTON DC 20555-0001 (End of Clause)

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CONTRACT #: 31310018C0012 F.4 CONTRACT DELIVERABLES:

Professional Instructional design services/deliverables will be determined on a project by project basis.

Section # Deliverable Due Date Format Submit to C.6 Monthly Letter 20 h of the following Word CO/COR Status Report month Document C.3 Work Order Within 5 business Word CO/COR days of COR Document notification of a new project activity Page 19

CONTRACT #: 31310018C0012 SECTION G - Contract Administration Data G.1 REGISTRATION IN FEDCONNECT (JULY 2014)

The Nuclear Regulatory Commission (NRC) uses Compusearch Software Systems secure and auditable two-way web portal, FedConnect, to communicate with vendors and contractors.

FedConnect provides bi-directional communication between the vendor/contractor and the NRC throughout pre-award, award, and post-award acquisition phases. Therefore, in order to do business with the NRC, vendors and contractors must register to use FedConnect at https://www.fedconnect.net/FedConnect. The individual registering in FedConnect must have authority to bind the vendor/contractor. There is no charge for using FedConnect. Assistance with FedConnect is provided by Compusearch Software Systems, not the NRC. FedConnect contact and assistance information is provided on the FedConnect web site at https://www.fedconnect.net/FedConnect.

G.2 ELECTRONIC PAYMENT The Debt Collection Improvement Act of 1996 requires that all payments except IRS tax refunds be made by Electronic Funds Transfer. Payment shall be made in accordance with FAR 52.232-33, entitled Payment by Electronic Funds-Central Contractor Registration.

To receive payment, the contractor shall prepare invoices in accordance with NRCs Billing Instructions.

Claims shall be submitted on the payees letterhead, invoice, or on the Governments Standard Form 1034, Public Voucher for Purchases and Services Other than Personal, and Standard Form 1035, Public Voucher for Purchases Other than Personal - Continuation Sheet. The preferred method of submitting invoices is electronically through the Invoice Processing Platform: ipp.gov.

(End of Clause)

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CONTRACT #: 31310018C0012 SECTION H - Special Contract Requirements H.1 2052.209-72 CONTRACTOR ORGANIZATIONAL CONFLICTS OF INTEREST. (JAN 1993)

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

(1) Is not placed in a conflicting role because of current or planned interests (financial, contractual, organizational, or otherwise) which relate to the work under this contract; and (2) Does not obtain an unfair competitive advantage over other parties by virtue of its performance of this contract.

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

(c) Work for others.

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

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

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

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

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

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

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

Page 21

CONTRACT #: 31310018C0012 (d) Disclosure after award.

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

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

(3) It is recognized that the scope of work of a task-order-type contract necessarily encompasses a broad spectrum of activities. Consequently, if this is a task-order-type contract, the contractor agrees that it will disclose all proposed new work involving NRC licensees or applicants which comes within the scope of work of the underlying contract. Further, if this contract involves work at a licensee or applicant site, the contractor agrees to exercise diligence to discover and disclose any new work at that licensee or applicant site. This disclosure must be made before the submission of a bid or proposal to the utility or other regulated entity and must be received by the NRC at least 15 days before the proposed award date in any event, unless a written justification demonstrating urgency and due diligence to discover and disclose is provided by the contractor and approved by the contracting officer. The disclosure must include the statement of work, the dollar value of the proposed contract, and any other documents that are needed to fully describe the proposed work for the regulated utility or other regulated entity. NRC may deny approval of the disclosed work only when the NRC has issued a task order which includes the technical area and, if site-specific, the site, or has plans to issue a task order which includes the technical area and, if site-specific, the site, or when the work violates paragraphs (c)(2), (c)(3) or (c)(4) of this section.

(e) Access to and use of information.

(1) If, in the performance of this contract, the contractor obtains access to information, such as NRC plans, policies, reports, studies, financial plans, internal data protected by the Privacy Act of 1974 (5 U.S.C. Section 552a (1988)), or the Freedom of Information Act (5 U.S.C. Section 552 (1986)), the contractor agrees not to:

(i) Use this information for any private purpose until the information has been released to the public; (ii) Compete for work for the Commission based on the information for a period of six months after either the completion of this contract or the release of the information to the public, whichever is first; (iii) Submit an unsolicited proposal to the Government based on the information until one year after the release of the information to the public; or (iv) Release the information without prior written approval by the contracting officer unless the information has previously been released to the public by the NRC.

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

Page 22

CONTRACT #: 31310018C0012 (3) Subject to patent and security provisions of this contract, the contractor shall have the right to use technical data it produces under this contract for private purposes provided that all requirements of this contract have been met.

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

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

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

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

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

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

(End of Clause)

H.2 2052.209-70 CURRENT/FORMER AGENCY EMPLOYEE INVOLVEMENT. (OCT 1999)

(a) The following representation is required by the NRC Acquisition Regulation 2009.105-70(b). It is not NRC policy to encourage offerors and contractors to propose current/former agency employees to perform work under NRC contracts and as set forth in the above cited provision, the use of such employees may, under certain conditions, adversely affect NRC's consideration of non-competitive proposals and task orders.

(b) There are no current/former NRC employees (including special Government employees performing services as experts, advisors, consultants, or members of advisory committees) who have been or will be involved, directly or indirectly, in developing the offer, or in negotiating on behalf of the offeror, or in managing, administering, or performing any contract, consultant agreement, or subcontract resulting from this offer. For each individual so identified, the Technical and Management proposal must contain, Page 23

CONTRACT #: 31310018C0012 Alternate COR:

(b) The project officer shall:

(1) Monitor contractor performance and recommend changes in requirements to the contracting officer.

(2) Inspect and accept products/services provided under the contract.

(3) Review all contractor invoices/vouchers requesting payment for products/services provided under the contract and make recommendations for approval, disapproval, or suspension.

(c) The project officer may not make changes to the express terms and conditions of this contract.

To be incorporated into any resultant contract (End of Clause)

H.5 2052.215-78 TRAVEL APPROVALS AND REIMBURSEMENT (OCT 1999) - ALTERNATE I (OCT 1999)

(a) Total expenditure for travel may not exceed $28,500.00 over the life of the contract without the prior approval of the contracting officer.

(b) All foreign travel must be approved in advance by the NRC on NRC Form 445, Request for Approval of Official Foreign Travel, and must be in compliance with FAR 52.247-63 Preference for U.S.

Flag Air Carriers. The contractor shall submit NRC Form 445 to the NRC no later than 30 days prior to the commencement of travel.

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

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

(e) Reasonable travel costs for research and related activities performed at State and nonprofit institutions, in accordance with Section 12 of Pub. L. 100-679, must be charged in accordance with the contractor's institutional policy to the degree that the limitations of Office of Management and Budget (OMB) guidance are not exceeded. Applicable guidance documents include OMB Circular A-87, Cost Page 25

CONTRACT #: 31310018C0012 Principles for State and Local Governments; OMB Circular A-122, Cost Principles for Nonprofit Organizations; and OMB Circular A-21, Cost Principles for Educational Institutions.

To be incorporated into any resultant contract (End of Clause)

H.6 USE OF AUTOMATED CLEARING HOUSE (ACH) ELECTRONIC PAYMENT/REMITTANCE ADDRESS The Debt Collection Improvement Act of 1996 requires that all Federal payments except IRS tax refunds be made by Electronic Funds Transfer. lt is the policy of the Nuclear Regulatory Commission to pay government vendors by the Automated Clearing House (ACH) electronic funds transfer payment system. Item 15C of the Standard Form 33 may be disregarded.

(End of Clause)

H.7 GREEN PURCHASING (SEP 2015)

(a) In furtherance of the sustainable acquisition goals of Executive Order (EO) 13693, "Planning for Federal Sustainability in the Next Decade," products and services provided under this contract/order shall be energy efficient (EnergyStar or Federal Energy Management Program - FEMP-designated products), water efficient, biobased, environmentally preferable (excluding EPEAT-registered products), non-ozone depleting, contain recycled content, or are non- or low toxic alternatives or hazardous constituents (e.g., non-VOC paint), where such products and services meet agency performance requirements. See: Executive Order (EO) 13693, "Planning for Federal Sustainability in the Next Decade."

(b) The NRC and contractor may negotiate during the contract term to permit the substitution or addition of designated recycled content products (i.e., Comprehensive Procurement Guidelines - CPG),

EPEAT-registered products, EnergyStar- and FEMP designated energy efficient products and appliances, USDA designated biobased products (Biopreferred program), environmentally preferable products, WaterSense and other water efficient products, products containing non- or lower-ozone depleting substances (i.e., SNAP), and products containing non- or low-toxic or hazardous constituents (e.g., non-VOC paint), when such products and services are readily available at a competitive cost and satisfy the NRCs performance needs.

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

(End of Clause)

H.8 WHISTLEBLOWER PROTECTION FOR NRC CONTRACTOR AND SUBCONTRACTOR EMPLOYEES (a) The U.S. Nuclear Regulatory Commission (NRC) contractor and its subcontractor are subject to the Whistleblower Employee Protection public law provisions as codified at 42 U.S.C. 5851. NRC contractor(s) and subcontractor(s) shall comply with the requirements of this Whistleblower Employee Protection law, and the implementing regulations of the NRC and the Department of Labor (DOL). See, for example, DOL Procedures on Handling Complaints at 29 C.F.R. Part 24 concerning the employer obligations, prohibited acts, DOL procedures and the requirement for prominent posting of notice of Employee Rights at Appendix A to Part 24 entitled: Your Rights Under the Energy Reorganization Act.

Page 26

CONTRACT #: 31310018C0012 (b) Under this Whistleblower Employee Protection law, as implemented by regulations, NRC contractor and subcontractor employees are protected from discharge, reprisal, threats, intimidation, coercion, blacklisting or other employment discrimination practices with respect to compensation, terms, conditions or privileges of their employment because the contractor or subcontractor employee(s) has provided notice to the employer, refused to engage in unlawful practices, assisted in proceedings or testified on activities concerning alleged violations of the Atomic Energy Act of 1954 (as amended) and the Energy Reorganization Act of 1974 (as amended).

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

(End of Clause)

H.9 ANNUAL AND FINAL CONTRACTOR PERFORMANCE EVALUATIONS Annual and final evaluations of contractor performance under this contract will be prepared in accordance with FAR Subpart 42.15, "Contractor Performance Information," normally at or near the time the contractor is notified of the NRC's intent to exercise the contract option. If the multi-year contract does not have option years, then an annual evaluation will be prepared on or about the anniversary of the contract. Final evaluations of contractor performance will be prepared at the expiration of the contract during the contract closeout process.

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

Where a contractor concurs with, or takes no exception to an annual performance evaluation, the Contracting Officer will consider such evaluation final and releasable for source selection purposes.

Disagreements between the parties regarding a performance evaluation will be referred to an individual one level above the Contracting Officer, whose decision will be final.

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

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

(End of Clause)

H.10 NRCH070 GOVERNMENT FURNISHED EQUIPMENT/PROPERTY (a) The NRC will provide the contractor with the following items for use under this contract:

See the Statement of Work (b) Only the equipment/property listed in the Statement of Work the quantities specified will be provided by the Government. The contractor shall be responsible and accountable for all Government property provided under this contract and shall comply with the provisions of the FAR Government Property Page 27

CONTRACT #: 31310018C0012 Clause under this contract and FAR Subpart 45.5, as in effect on the date of this contract. The contractor shall investigate and provide written notification to the NRC Contracting Officer (CO) and the NRC Division of Facilities and Security, Physical Security Branch of all cases of loss, damage, or destruction of Government property in its possession or control not later than 24 hours2.777778e-4 days 0.00667 hours 3.968254e-5 weeks 9.132e-6 months after discovery.

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

(c) All other equipment/property required in performance of the contract shall be furnished by the Contractor. (See the Statement of Work)

Page 28

CONTRACT #: 31310018C0012 SECTION I - Contract Clauses I.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE. (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

https://www.acquisition.gov/?q=browsefar.

(End of clause) 52.202-1 DEFINITIONS. (NOV 2013) 52.203-3 GRATUITIES. (APR 1984) 52.203-7 ANTI-KICKBACK PROCEDURES. (MAY 2014) 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY. (MAY 2014) 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY. (MAY 2014) 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS. (APR 2014) 52.204-7 SYSTEM FOR AWARD MANAGEMENT. (OCT 2016) 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE. (OCT 2016) 52.246-25 LIMITATION OF LIABILITY - SERVICES. (FEB 1997) 52.251-1 GOVERNMENT SUPPLY SOURCES. (APR 2012)

I.2 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS. (JAN 2017)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price.

If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights (1) Within a reasonable time after the defect was discovered or should have been discovered; and (2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (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 receive payment under this contract.

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed Page 29

CONTRACT #: 31310018C0012 diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

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

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include (i) Name and address of the Contractor; (ii) Invoice date and number; (iii) Contract number, 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 shipped on Government bill of lading; (vi) Terms of any discount for prompt payment offered; (vii) Name and address of official to whom payment is to be sent; (viii) Name, title, and phone number of person to notify in event of defective invoice; and (ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

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

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

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds TransferSystem for Award Management, or 52.232-34, Payment by Electronic Funds Transfer Other Than System for Award Management), or applicable agency procedures.

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

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CONTRACT #: 31310018C0012 (2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

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

(i) Payment.

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

(2) 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.

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

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

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall (i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the (A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

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

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C.

7109 , which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of Page 31

CONTRACT #: 31310018C0012 this clause, and then at the rate applicable for each six-month period as fixed 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 the contract.

(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 a debt within 30 days; (B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or (C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

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

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

(A) The date fixed under this contract.

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

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on (A) The date on which the designated office receives payment from the Contractor; (B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or (C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

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

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

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or (2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

Page 32

CONTRACT #: 31310018C0012 (k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Governments convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractors records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

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

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government 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 for use for the particular purpose described in this contract.

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

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, 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. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 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, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause; Page 33

CONTRACT #: 31310018C0012 (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) System for Award Management (SAM).

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

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

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

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database.

Information provided to the Contractors SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the Suspension of payment paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

Page 34

CONTRACT #: 31310018C0012 (u) Unauthorized Obligations (1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an I agree click box or other comparable mechanism (e.g., click-wrap or browse-wrap agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractors representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause) 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS - COMMERCIAL ITEMS (JAN 2018)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

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

(4) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004)(Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

Page 35

CONTRACT #: 31310018C0012 (b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

_X_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2016)

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

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016)

(Pub. L. 111-117, section 743 of Div. C).

_X_ (8) 52.209-6, Protecting the Governments Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013)

(41 U.S.C. 2313).

__ (10) [Reserved].

__ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

__ (ii) Alternate I (Nov 2011) of 52.219-3.

__ (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (Jan 2011) of 52.219-4.

__ (13) [Reserved]

_X_ (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

__ (ii) Alternate I (Nov 2011).

__ (iii) Alternate II (Nov 2011).

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CONTRACT #: 31310018C0012

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

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

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

__ (16) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (15 U.S.C. 637(d)(2) and (3)).

_X_ (17)(i) 52.219-9, Small Business Subcontracting Plan (Jan 2017) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Nov 2016) of 52.219-9.

__ (v) Alternate IV (Nov 2016) of 52.219-9.

__ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

_X_ (19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C. 637(a)(14)).

__ (20) 52.219-16, Liquidated DamagesSubcon-tracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011)

(15 U.S.C. 657 f).

__ (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C.

632(a)(2)).

__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

__ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

_X_ (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

_X_ (26) 52.222-19, Child LaborCooperation with Authorities and Remedies (Jan 2018) (E.O.

13126).

_X_ (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

_X_ (28) 52.222-26, Equal Opportunity (Sept 2016) (E.O. 11246).

_X_ (29) 52.222-35, Equal Opportunity for Veterans (Oct 2015)(38 U.S.C. 4212).

_X_ (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

_X_ (31) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).

Page 37

CONTRACT #: 31310018C0012

_X_ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

__ (33)(i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O.

13627).

__ (ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

_X_ (34) 52.222-54, Employment Eligibility Verification (Oct 2015). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (35)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

__ (37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

__ (38)(i) 52.223-13, Acquisition of EPEAT-Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Oct 2015) of 52.223-13.

__ (39)(i) 52.223-14, Acquisition of EPEAT-Registered Televisions (Jun 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-14.

__ (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

__ (41)(i) 52.223-16, Acquisition of EPEAT-Registered Personal Computer Products (Oct 2015)

(E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-16.

__ (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011)

(E.O. 13513).

__ (43) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

__ (44) 52.223-21, Foams (Jun 2016) (E.O. 13693).

__ (45)(i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

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CONTRACT #: 31310018C0012

__ (ii) Alternate I (JAN 2017) of 52.224-3.

_X_ (46) 52.225-1, Buy AmericanSupplies (May 2014) (41 U.S.C. chapter 83).

__ (47)(i) 52.225-3, Buy AmericanFree Trade AgreementsIsraeli Trade Act (May 2014) (41 U.S.C.

chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub.

L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

__ (ii) Alternate I (May 2014) of 52.225-3.

__ (iii) Alternate II (May 2014) of 52.225-3.

__ (iv) Alternate III (May 2014) of 52.225-3.

__ (48) 52.225-5, Trade Agreements (Oct 2016) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_X_ (49) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (50) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

__ (51) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

__ (52) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

__ (53) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C.

4505, 10 U.S.C. 2307(f)).

__ (54) 52.232-30, Installment Payments for Commercial Items (Jan 2017) (41 U.S.C. 4505, 10 U.S.C.

2307(f)).

_X_ (55) 52.232-33, Payment by Electronic Funds TransferSystem for Award Management (Jul 2013) (31 U.S.C. 3332).

__ (56) 52.232-34, Payment by Electronic Funds TransferOther than System for Award Management (Jul 2013) (31 U.S.C. 3332).

__ (57) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

__ (58) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

__ (59) 52.242-5, Payments to Small Business Subcontractors (Jan 2017)(15 U.S.C. 637(d)(12)).

__ (60)(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.

Page 39

CONTRACT #: 31310018C0012 (c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

__ (1) 52.222-17, Nondisplacement of Qualified Workers (May 2014)(E.O. 13495).

__ (2) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter 67).

__ (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (5) 52.222-44, Fair Labor Standards Act and Service Contract Labor StandardsPrice Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain EquipmentRequirements (May 2014) (41 U.S.C.

chapter 67).

__ (7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain ServicesRequirements (May 2014) (41 U.S.C. chapter 67).

__ (8) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015).

__ (9) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706).

__ (10) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42 U.S.C.

1792).

__ (11) 52.237-11, Accepting and Dispensing of $1 Coin (Sept 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 does not contain the clause at 52.215-2, Audit and RecordsNegotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractors directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement.

Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising Page 40

CONTRACT #: 31310018C0012 under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that 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, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial 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 (Oct 2015) (41 U.S.C. 3509).

(ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(iii) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iv) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17.

(v) 52.222-21, Prohibition of Segregated Facilities (Apr 2015)

(vi) 52.222-26, Equal Opportunity (Sept 2016) (E.O. 11246).

(vii) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

(viii) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

(ix) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212)

(x) 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.

(xi) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter 67).

(xii) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O 13627).

Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O 13627).

(xiii) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (41 U.S.C.

chapter 67).

Page 41

CONTRACT #: 31310018C0012 (xiv) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (May 2014) (41 U.S.C. chapter 67).

(xv) 52.222-54, Employment Eligibility Verification (Oct 2015) (E.O. 12989).

(xvi) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015).

(xvii) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2017) (E.O. 13706).

(xviii)(A) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).

(B) Alternate I (Jan 2017) of 52.224-3.

(xix) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xx) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42 U.S.C.

1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xxi) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C.

Appx. 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

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

(End of clause)

I.4 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 the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within one (1) day.

(End of clause)

I.3 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 1 day; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract 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 5 years and 6 months.

(End of clause)

Page 42

CONTRACT #: 31310018C0012 I.4 52.219-11 SPECIAL 8(a) CONDITIONS (JAN 2017)

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

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

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

(c) Except for novation agreements, delegate to the U.S. Nuclear Regulatory Commission the responsibility for administering the subcontract to be awarded hereunder with complete authority to take any action on behalf of the Government under the terms and conditions of the subcontract; provided, however, that the U.S. Nuclear Regulatory Commission shall give advance notice to the SBA before it issues a final notice terminating the right of a subcontractor to proceed with further performance, either in whole or in part, under the subcontract for default or for the convenience of the Government.

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

(e) That the subcontractor awarded a subcontract hereunder shall have the right of appeal from decisions of the Contracting Officer cognizable under the Disputes clause of said subcontract.

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

(End of clause)

I.5 52.219-12 SPECIAL 8(a) SUBCONTRACT CONDITIONS (JAN 2017)

(a) The Small Business Administration (SBA) has entered into Contract No. 31310018C0012 with the U.S. Nuclear Regulatory Commission to furnish the supplies or services as described therein. A copy of the contract is attached hereto and made a part hereof.

(b) Advanced Computer Learning Company, hereafter referred to as the subcontractor, agrees and acknowledges as follows:

(1) That it will, for and on behalf of the SBA, fulfill and perform all of the requirements of Contract No.

31310018C0012 for the consideration stated therein and that it has read and is familiar with each and every part of the contract.

(2) That the SBA has delegated responsibility, except for novation agreements, for the administration of this subcontract to the U.S. Nuclear Regulatory Commission with complete authority to take any action on behalf of the Government under the terms and conditions of this subcontract.

(3) That it will not subcontract the performance of any of the requirements of this subcontract to any lower tier subcontractor without the prior written approval of the SBA and the designated Contracting Officer of the U.S. Nuclear Regulatory Commission.

Page 43

CONTRACT #: 31310018C0012 (4) That it will notify the U.S. Nuclear Regulatory Commission Contracting Officer in writing immediately upon entering an agreement (either oral or written) to transfer all or part of its stock or other ownership interest to any other party.

(c) Payments, including any progress payments under this subcontract, will be made directly to the subcontractor by the U.S. Nuclear Regulatory Commission.

(End of clause)

I.6 52.219-17 SECTION 8(a) AWARD (JAN 2017)

(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 and conditions by subcontracting with the Offeror who has been determined an eligible concern pursuant to the provisions of section 8(a) of the Small Business Act, as amended (15 U.S.C. 637(a)).

(2) Except for novation agreements, delegates to the U.S. Nuclear Regulatory Commission the responsibility for administering the contract with complete authority to take any action on behalf of the Government under the terms and conditions of the contract; provided, however that the contracting agency shall give advance notice to 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.

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

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

(5) That the subcontractor awarded a subcontract hereunder shall have the right of appeal from decisions of the cognizant 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 perform all of the requirements of the contract.

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

(End of clause)

I.7 52.227-14 Rights in DataGeneral (MAY 2014)

(a) Definitions. As used in this clause Computer database or database means a collection of recorded information in a form capable of, and for the purpose of, being stored in, processed, and operated on by a computer. The term does not include computer software.

Page 44

CONTRACT #: 31310018C0012 Computer software (1) Means (i) Computer programs that comprise a series of instructions, rules, routines, or statements, regardless of the media in which recorded, that allow or cause a computer to perform a specific operation or series of operations; and (ii) Recorded information comprising source code listings, design details, algorithms, processes, flow charts, formulas, and related material that would enable the computer program to be produced, created, or compiled.

(2) Does not include computer databases or computer software documentation.

Computer software documentation means owners manuals, users manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provide instructions for using the software.

Data means recorded information, regardless of form or the media on which it may be recorded. The term includes technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

Form, fit, and function data means data relating to items, components, or processes that are sufficient to enable physical and functional interchangeability, and data identifying source, size, configuration, mating and attachment characteristics, functional characteristics, and performance requirements. For computer software it means data identifying source, functional characteristics, and performance requirements but specifically excludes the source code, algorithms, processes, formulas, and flow charts of the software.

Limited rights means the rights of the Government in limited rights data as set forth in the Limited Rights Notice of paragraph (g)(3) if included in this clause.

Limited rights data means data, other than computer software, that embody trade secrets or are commercial or financial and confidential or privileged, to the extent that such data pertain to items, components, or processes developed at private expense, including minor modifications.

Restricted computer software means computer software developed at private expense and that is a trade secret, is commercial or financial and confidential or privileged, or is copyrighted computer software, including minor modifications of the computer software.

Restricted rights, as used in this clause, means the rights of the Government in restricted computer software, as set forth in a Restricted Rights Notice of paragraph (g) if included in this clause, or as otherwise may be provided in a collateral agreement incorporated in and made part of this contract, including minor modifications of such computer software.

Technical data means recorded information (regardless of the form or method of the recording) of a scientific or technical nature (including computer databases and computer software documentation).

This term does not include computer software or financial, administrative, cost or pricing, or management data or other information incidental to contract administration. The term includes recorded information of a scientific or technical nature that is included in computer databases (See 41 U.S.C.

116).

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CONTRACT #: 31310018C0012 Unlimited rights means the rights of the Government to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, in any manner and for any purpose, and to have or permit others to do so.

(b) Allocation of rights.

(1) Except as provided in paragraph (c) of this clause, the Government shall have unlimited rights in (i) Data first produced in the performance of this contract; (ii) Form, fit, and function data delivered under this contract; (iii) Data delivered under this contract (except for restricted computer software) that constitute manuals or instructional and training material for installation, operation, or routine maintenance and repair of items, components, or processes delivered or furnished for use under this contract; and (iv) All other data delivered under this contract unless provided otherwise for limited rights data or restricted computer software in accordance with paragraph (g) of this clause.

(2) The Contractor shall have the right to (i) Assert copyright in data first produced in the performance of this contract to the extent provided in paragraph (c)(1) of this clause; (ii) Use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, unless provided otherwise in paragraph (d) of this clause; (iii) Substantiate the use of, add, or correct limited rights, restricted rights, or copyright notices and to take other appropriate action, in accordance with paragraphs (e) and (f) of this clause; and (iv) Protect from unauthorized disclosure and use those data that are limited rights data or restricted computer software to the extent provided in paragraph (g) of this clause.

(c) Copyright (1) Data first produced in the performance of this contract.

(i) Unless provided otherwise in paragraph (d) of this clause, the Contractor may, without prior approval of the Contracting Officer, assert copyright in scientific and technical articles based on or containing data first produced in the performance of this contract and published in academic, technical or professional journals, symposia proceedings, or similar works. The prior, express written permission of the Contracting Officer is required to assert copyright in all other data first produced in the performance of this contract.

(ii) When authorized to assert copyright to the data, the Contractor shall affix the applicable copyright notices of 17 U.S.C. 401 or 402, and an acknowledgment of Government sponsorship (including contract number).

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CONTRACT #: 31310018C0012 (iii) For data other than computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license in such copyrighted data to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly by or on behalf of the Government. For computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license in such copyrighted computer software to reproduce, prepare derivative works, and perform publicly and display publicly (but not to distribute copies to the public) by or on behalf of the Government.

(2) Data not first produced in the performance of this contract. The Contractor shall not, without the prior written permission of the Contracting Officer, incorporate in data delivered under this contract any data not first produced in the performance of this contract unless the Contractor (i) Identifies the data; and (ii) Grants to the Government, or acquires on its behalf, a license of the same scope as set forth in paragraph (c)(1) of this clause or, if such data are restricted computer software, the Government shall acquire a copyright license as set forth in paragraph (g)(4) of this clause (if included in this contract) or as otherwise provided in a collateral agreement incorporated in or made part of this contract.

(3) Removal of copyright notices. The Government will not remove any authorized copyright notices placed on data pursuant to this paragraph (c), and will include such notices on all reproductions of the data.

(d) Release, publication, and use of data. The Contractor shall have the right to use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, except (1) As prohibited by Federal law or regulation (e.g., export control or national security laws or regulations);

(2) As expressly set forth in this contract; or (3) If the Contractor receives or is given access to data necessary for the performance of this contract that contain restrictive markings, the Contractor shall treat the data in accordance with such markings unless specifically authorized otherwise in writing by the Contracting Officer.

(e) Unauthorized marking of data.

(1) Notwithstanding any other provisions of this contract concerning inspection or acceptance, if any data delivered under this contract are marked with the notices specified in paragraph (g)(3) or (g) (4) if included in this clause, and use of the notices is not authorized by this clause, or if the data bears any other restrictive or limiting markings not authorized by this contract, the Contracting Officer may at any time either return the data to the Contractor, or cancel or ignore the markings. However, pursuant to 41 U.S.C. 4703, the following procedures shall apply prior to canceling or ignoring the markings.

(i) The Contracting Officer will make written inquiry to the Contractor affording the Contractor 60 days from receipt of the inquiry to provide written justification to substantiate the propriety of the markings; (ii) If the Contractor fails to respond or fails to provide written justification to substantiate the propriety of the markings within the 60-day period (or a longer time approved in writing by the Contracting Officer Page 47

CONTRACT #: 31310018C0012 for good cause shown), the Government shall have the right to cancel or ignore the markings at any time after said period and the data will no longer be made subject to any disclosure prohibitions.

(iii) If the Contractor provides written justification to substantiate the propriety of the markings within the period set in paragraph (e)(1)(i) of this clause, the Contracting Officer will consider such written justification and determine whether or not the markings are to be cancelled or ignored. If the Contracting Officer determines that the markings are authorized, the Contractor will be so notified in writing. If the Contracting Officer determines, with concurrence of the head of the contracting activity, that the markings are not authorized, the Contracting Officer will furnish the Contractor a written determination, which determination will become the final agency decision regarding the appropriateness of the markings unless the Contractor files suit in a court of competent jurisdiction within 90 days of receipt of the Contracting Officers decision. The Government will continue to abide by the markings under this paragraph (e)(1)(iii) until final resolution of the matter either by the Contracting Officers determination becoming final (in which instance the Government will thereafter have the right to cancel or ignore the markings at any time and the data will no longer be made subject to any disclosure prohibitions), or by final disposition of the matter by court decision if suit is filed.

(2) The time limits in the procedures set forth in paragraph (e)(1) of this clause may be modified in accordance with agency regulations implementing the Freedom of Information Act (5 U.S.C. 552) if necessary to respond to a request thereunder.

(3) Except to the extent the Governments action occurs as the result of final disposition of the matter by a court of competent jurisdiction, the Contractor is not precluded by paragraph (e) of the clause from bringing a claim, in accordance with the Disputes clause of this contract, that may arise as the result of the Government removing or ignoring authorized markings on data delivered under this contract.

(f) Omitted or incorrect markings.

(1) Data delivered to the Government without any restrictive markings shall be deemed to have been furnished with unlimited rights. The Government is not liable for the disclosure, use, or reproduction of such data.

(2) If the unmarked data has not been disclosed without restriction outside the Government, the Contractor may request, within 6 months (or a longer time approved by the Contracting Officer in writing for good cause shown) after delivery of the data, permission to have authorized notices placed on the data at the Contractors expense. The Contracting Officer may agree to do so if the Contractor (i) Identifies the data to which the omitted notice is to be applied; (ii) Demonstrates that the omission of the notice was inadvertent; (iii) Establishes that the proposed notice is authorized; and (iv) Acknowledges that the Government has no liability for the disclosure, use, or reproduction of any data made prior to the addition of the notice or resulting from the omission of the notice.

(3) If data has been marked with an incorrect notice, the Contracting Officer may (i) Permit correction of the notice at the Contractors expense if the Contractor identifies the data and demonstrates that the correct notice is authorized; or Page 48

CONTRACT #: 31310018C0012 (ii) Correct any incorrect notices.

(g) Protection of limited rights data and restricted computer software.

(1) The Contractor may withhold from delivery qualifying limited rights data or restricted computer software that are not data identified in paragraphs (b)(1)(i), (ii), and (iii) of this clause. As a condition to this withholding, the Contractor shall (i) Identify the data being withheld; and (ii) Furnish form, fit, and function data instead.

(2) Limited rights data that are formatted as a computer database for delivery to the Government shall be treated as limited rights data and not restricted computer software.

(3) [Reserved]

(h) Subcontracting. The Contractor shall obtain from its subcontractors all data and rights therein necessary to fulfill the Contractors obligations to the Government under this contract. If a subcontractor refuses to accept terms affording the Government those rights, the Contractor shall promptly notify the Contracting Officer of the refusal and shall not proceed with the subcontract award without authorization in writing from the Contracting Officer.

(i) Relationship to patents or other rights. Nothing contained in this clause shall imply a license to the Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government.

(End of clause)

Alternate II (Dec 2007). As prescribed in 27.409(b)(3), insert the following paragraph (g)(3) in the basic clause:

(g)(3) Notwithstanding paragraph (g)(1) of this clause, the contract may identify and specify the delivery of limited rights data, or the Contracting Officer may require by written request the delivery of limited rights data that has been withheld or would otherwise be entitled to be withheld. If delivery of that data is required, the Contractor shall affix the following Limited Rights Notice to the data and the Government will treat the data, subject to the provisions of paragraphs (e) and (f) of this clause, in accordance with the notice:

Limited Rights Notice (Dec 2007)

(a) These data are submitted with limited rights under Government Contract No. 31310018C0012 (and subcontract ______, if appropriate). These data may be reproduced and used by the Government with the express limitation that they will not, without written permission of the Contractor, be used for purposes of manufacture nor disclosed outside the Government; except that the Government may disclose these data outside the Government for the following purposes, if any; provided that the Government makes such disclosure subject to prohibition against further use and disclosure: [Agencies may list additional purposes as set forth in 27.404-2(c)(1) or if none, so state.]

(b) This notice shall be marked on any reproduction of these data, in whole or in part.

(End of notice)

Page 49

CONTRACT #: 31310018C0012 SECTION J - List of Documents, Exhibits and Other Attachments Attachment Title Date Number Billing Instructions for Time & Materials/Labor Hour 1 AUG 2017 Type Contracts Billing Instructions for Cost-Reimbursement Type 2 MAR 2018 Contract Page 50

CONTRACT #: 31310018C0012 INVOICE FORMAT FOR FIXED-PRICE Version Control Date: August 16, 2017 ATTACHMENT 1 BILLING INSTRUCTIONS FOR TIME-AND-MATERIALS/LABOR-HOUR TYPE CONTRACTS (AUG 2017)

General: During performance and through final payment of this contract, the contractor is responsible for the accuracy and completeness of data within the System for Award Management (SAM) database and the Invoice Processing Platform (IPP) system and for any liability resulting from the Governments reliance on inaccurate or incomplete SAM and/or IPP data.

The contractor shall prepare invoices/vouchers for payment of deliverables identified in the contract, in the manner described herein. FAILURE TO SUBMIT INVOICES/VOUCHERS IN ACCORDANCE WITH THESE INSTRUCTIONS MAY RESULT IN REJECTION OF THE INVOICE/VOUCHER AS IMPROPER.

Electronic Invoice/Voucher Submissions: Invoices/vouchers shall be submitted electronically to the U.S. Nuclear Regulatory Commission (NRC) is through the Invoice Processing Platform (IPP) at www.ipp.gov.

Purchase of Capital Property: ($50,000 or more with life of one year or longer)

Contractors must report to the Contracting Officer, electronically, any capital property acquired with contract funds having an initial cost of $50,000 or more, in accordance with procedures set forth in NRC Management Directive (MD) 11.1, NRC Acquisition of Supplies and Services.

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

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

Supporting Documentation: Any supporting documentation required to substantiate the amount billed shall be included as an attachment to the invoice created in IPP. If the necessary supporting documentation is not included, the invoice will be rejected.

Task Order Contracts: The contractor must submit a separate invoice/voucher for each individual task order with detailed cost information included as Supporting Documentation. This includes all applicable cost elements and other items discussed in paragraphs (a) through (j) of the attached instructions.

Billing of Costs after Expiration of Contract: If costs are incurred during the contract period and claimed after the contract has expired, you must cite the period during which these costs were incurred.

To be considered a proper expiration invoice/voucher, the contractor shall clearly mark it "EXPIRATION INVOICE" or EXPIRATION VOUCHER".

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CONTRACT #: 31310018C0012 Final invoices/vouchers shall be marked "FINAL INVOICE" or "FINAL VOUCHER".

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

Supersession: These instructions supersede previous Billing Instructions for Time-and-Materials/Labor-Hour Type Contracts (JAN 2015).

Does my company need to register in IPP?

If your company is currently registered in IPP and doing business with other Federal Agencies in IPP, you will not be required to re-register.

If your company is not currently registered in IPP, please note the following:

You will be receiving an invitation to register for IPP from IPP Customer Support, STLS.IPPHELPDESK@stls.frb.org.

IPP Customer Support will send you two emails: the first email will contain the initial administrative IPP User ID and the second email, sent within 24 hours2.777778e-4 days 0.00667 hours 3.968254e-5 weeks 9.132e-6 months of receipt of the first email, will contain a temporary password.

Please add the Customer Support email address (STLS.IPPHELPDESK@stls.frb.org) to your address book so you do not disregard these emails or mistake them for spam.

During registration, one initial administrative user account will be created for your company and this user will be responsible for setting up all other user accounts including other administrators.

Registration is complete when the initial administrative user logs into the IPP web site with the User ID and password provided by Treasury and accepts the rules of behavior.

What type of is training provided?

Vendor training materials, including a first time login tutorial, user guides, a quick reference guide, and frequently asked questions are available on Treasurys IPP website. Individuals within your company responsible for submitting invoices should review these materials before work begins on the contract.

How do I receive assistance with IPP?

Treasurys IPP Customer Support team provides vendor assistance related to the IPP application, and is also available to assist IPP users and to answer any questions related to accessing IPP or completing the registration process. IPP application support is also available via phone at (866) 973-3131, Monday through Friday from 8:00 am to 6:00 pm ET, and via email at IPPCustomerSupport@fiscal.treasury.gov.

Specific questions regarding your contract or task order should be directed to the appropriate NRC Contracting Officer.

INVOICE/VOUCHER FOR PURCHASES AND SERVICES OTHER THAN PERSONAL (SAMPLE FORMAT - INVOICE ATTACHMENT)

a. Billing period. Insert the beginning and ending dates (day, month, year) of the period during which costs were incurred and for which reimbursement is requested.

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CONTRACT #: 31310018C0012

b. Labor Hours Expended. Provide a general summary description of the services performed and associated labor hours utilized during the invoice period. Specify the Contract Line Item Number (CLIN) or SubCLIN, as applicable, and information pertaining to the contracts labor categories/positions, and corresponding authorized hours.

c. Property. 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) date of purchase, and (7) a copy of the purchasing document.

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

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

f. Instructions. Include instructions to consignee to notify the Contracting Officer of receipt of shipment.

g. Direct Costs. Insert the amount billed for the following cost elements, adjustments, suspensions, and total amounts, for both the current billing period and for the cumulative period (from contract inception to end date of this billing period).

1. Direct (Burdened) Labor. This consists of salaries and wages paid (or accrued) for direct performance of the contract itemized, including a burden (or load) for indirect costs (i.e., fringe, overhead, General and Administrative, as applicable), and profit component, as follows:

Labor Hours Burdened Cumulative Category Billed Hourly Rate Total Hours Billed

2. Contractor-acquired property ($50,000 or more). List each item costing $50,000 or more and having a life expectancy of more than one year. List only those items of equipment for which reimbursement is requested. For each such item, list the following (as applicable): (a) an item description, (b) manufacturer, (c) model number, (d) serial number, (e) acquisition cost, (f) date of purchase, and (g) a copy of the purchasing document.

3. Contractor-acquired property (under $50,000), Materials, and Supplies. These are equipment other than that described in (2) above, plus consumable materials and supplies. List by category. List items valued at $1,000 or more separately. Provide the item number for each piece of equipment valued at $1,000 or more.

4. Materials Handling Fee. Indirect costs allocated to direct materials in accordance the contractors usual accounting procedures.

5. Consultant Fee. The supporting information must include the name, hourly or daily rate of the consultant, and reference the NRC approval (if not specifically approved in the original contract).

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CONTRACT #: 31310018C0012

6. Travel. Total costs associated with each trip must be shown in the following format:

Start Date Destination Costs From To From To $

(Must include separate detailed costs for airfare, per diem, and other transportation expenses.

All costs must be adequately supported by copies of receipts or other documentation.)

7. Subcontracts. Include separate detailed breakdown of all costs paid to approved subcontractors during the billing period.

h. Total Amount Billed. Insert columns for total amounts for the current and cumulative periods.

i. Adjustments. Insert columns for any adjustments, including outstanding suspensions for unsupported or unauthorized hours or costs, for the current and cumulative periods.

j. Grand Totals.

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CONTRACT #: 31310018C0012

3. Sample Invoice/Voucher Information (to be included as an attachment)

Sample Invoice/Voucher Information (Supporting Documentation must be attached)

This invoice/voucher represents reimbursable costs for the billing period from through .

Amount Billed Current Period Cumulative (a)

Direct Costs (1) Direct burdened labor $_________ $_________

(2) Government property ($50,000 or more) $_________ $_________

(3) Government property, Materials, and Supplies (under $50,000 per item) $_________ $_________

(4) Materials Handling Fee $_________ $_________

(5) Consultants Fee $_________ $_________

(6) Travel $_________ $_________

(7) Subcontracts $_________ $_________

Total Direct Costs: $_________ $_________

(b) Total Amount Billed $_________ $_________

(c) Adjustments (+/-) $_________ $_________

(d) Grand Total $_________ $_________

(The invoice/voucher format provided above must include information similar to that included below in the following to ensure accuracy and completeness.)

SAMPLE SUPPORTING INFORMATION The budget information provided below is for format purposes only and is illustrative.

Cost Elements:

1) Direct Burdened Labor - $4,800 Labor Hours Burdened Cumulative Category Billed Rate Total Hours Billed Senior Engineer I 100 $28.00 $2,800 975 Engineer 50 $20.00 $1,000 465 Computer Analyst 100 $10.00 $1,000 320

$4,800 1,760 hrs.

Burdened labor rates must come directly from the contract.

2) Government-furnished and contractor-acquired property ($50,000 or more) - $60,000 Page 55

CONTRACT #: 31310018C0012 Prototype Spectrometer - item number 1000-01 = $60,000

3) Government-furnished and contractor-acquired property (under $50,000), Materials, and Supplies - $2,000 10 Radon tubes @ $110.00 = $1,100 6 Pairs Electrostatic gloves @ $150.00 = $ 900

$2,000

4) Materials Handling Fee - $40 (2% of $2,000 in item #3)

5) Consultants' Fee - $100 Dr. Carney - 1 hour1.157407e-5 days 2.777778e-4 hours 1.653439e-6 weeks 3.805e-7 months fully-burdened @ $100 = $100

6) Travel - $2,640 (i) Airfare: (2 Roundtrip trips for 1 person @ $300 per r/t ticket)

Start Date End Date Days From To Cost 4/1/2011 4/7/2011 7 Philadelphia, PA Wash, D.C. $300 7/1/2011 7/8/2011 8 Philadelphia, PA Wash, D.C. $300 (ii) Per Diem: $136/day x 15 days = $2,040

7) Subcontracting - $30,000 Company A = $10,000 Company B = $20,000

$30,000 (EX: Subcontracts for Companies A & B were consented to by the Contracting Officer by letter dated 6/15/2011.)

Total Amount Billed $99,580 Adjustments (+/-) - 0 Grand Total $99,580

4. Definitions Material handling costs. When included as part of material costs, material handling costs shall include only costs clearly excluded from the labor-hour rate. Material handling costs may include all appropriate indirect costs allocated to direct materials in accordance with the contractor's usual accounting procedures.

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CONTRACT #: 31310018C0012 INVOICE FORMAT FOR COST-REIMBURSEMENT CONTRACTS Version Control Date: March 21, 2018 ATTACHMENT 2 BILLING INSTRUCTIONS FOR COST-REIMBURSEMENT TYPE CONTRACTS (MAR 2018)

General: During performance and through final payment of this contract, the contractor is responsible for the accuracy and completeness of data within the System for Award Management (SAM) database and the Invoice Processing Platform (IPP) system and for any liability resulting from the Governments reliance on inaccurate or incomplete SAM and/or IPP data.

The contractor shall prepare invoices/vouchers for payment of deliverables identified in the contract, in the manner described herein. FAILURE TO SUBMIT INVOICES/VOUCHERS IN ACCORDANCE WITH THESE INSTRUCTIONS MAY RESULT IN REJECTION OF THE INVOICE/VOUCHER AS IMPROPER.

Electronic Invoice/Voucher Submissions: Invoices/vouchers shall be submitted electronically to the U.S. Nuclear Regulatory Commission (NRC) is through the Invoice Processing Platform (IPP) at www.ipp.gov.

Purchase of Capital Property: ($50,000 or more with life of one year or longer)

Contractors must report to the Contracting Officer, electronically, any capital property acquired with contract funds having an initial cost of $50,000 or more, in accordance with procedures set forth in NRC Management Directive (MD) 11.1, NRC Acquisition of Supplies and Services.

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

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

Supporting Documentation: Any supporting documentation required to substantiate the amount billed shall be included as an attachment to the invoice created in IPP. If the necessary supporting documentation is not included, the invoice will be rejected.

Task Order Contracts: The contractor must submit a separate invoice/voucher for each individual task order with detailed cost information included as Supporting Documentation. This includes all applicable cost elements and other items discussed in paragraphs (a) through (k) of the attached instructions.

Billing of Costs after Expiration of Contract: If costs are incurred during the contract period and invoiced after the contract has expired, you must cite the period during which these costs were Page 57

CONTRACT #: 31310018C0012 incurred. To be considered a proper expiration invoice/voucher, the contractor shall clearly mark it "EXPIRATION INVOICE" or EXPIRATION VOUCHER".

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

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

Supersession: These instructions supersede previous Billing Instructions for Cost-Reimbursement Type Contracts (SEPT 2017).

Does my company need to register in IPP?

If your company is currently registered in IPP and doing business with other Federal Agencies in IPP, you will not be required to re-register.

If your company is not currently registered in IPP, please note the following:

You will be receiving an invitation to register for IPP from IPP Customer Support, STLS.IPPHELPDESK@stls.frb.org.

IPP Customer Support will send you two emails: the first email will contain the initial administrative IPP User ID and the second email, sent within 24 hours2.777778e-4 days 0.00667 hours 3.968254e-5 weeks 9.132e-6 months of receipt of the first email, will contain a temporary password.

Please add the Customer Support email address (STLS.IPPHELPDESK@stls.frb.org) to your address book so you do not disregard these emails or mistake them for spam.

During registration, one initial administrative user account will be created for your company and this user will be responsible for setting up all other user accounts including other administrators.

Registration is complete when the initial administrative user logs into the IPP web site with the User ID and password provided by Treasury and accepts the rules of behavior.

What type of training is provided?

Vendor training materials, including a first time login tutorial, user guides, a quick reference guide, and frequently asked questions are available on Treasurys IPP website. Individuals within your company responsible for submitting invoices should review these materials before work begins on the contract.

How do I receive assistance with IPP?

Treasurys IPP Customer Support team provides vendor assistance related to the IPP application, and is also available to assist IPP users and to answer any questions related to accessing IPP or completing the registration process. IPP application support is also available via phone at (866) 973-3131, Monday through Friday from 8:00 am to 6:00 pm ET, and via email at IPPCustomerSupport@fiscal.treasury.gov.

Specific questions regarding your contract or task order should be directed to the appropriate NRC Contracting Officer.

Page 58

CONTRACT #: 31310018C0012 INVOICE/VOUCHER FOR PURCHASES AND SERVICES OTHER THAN PERSONAL (SAMPLE FORMAT - INVOICE ATTACHMENT)

a. Billing Period. Insert the beginning and ending dates (day, month, year) of the period during which costs were incurred and for which reimbursement is requested.

b. Description of Deliverables. Provide a brief description of supplies or services, quantity, unit cost, and total cost.

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

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

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

f. Instructions. Include instructions to consignee to notify the Contracting Officer of receipt of shipment.

g. Direct Costs. Insert the amount billed for the following cost elements, adjustments, suspensions, and total amounts, for both the current billing period and for the cumulative period (from contract inception to end date of this billing period).

1. Direct Labor. This consists of salaries and wages paid (or accrued) for direct performance of the contract itemized as follows:

Labor Staff Hours Cumulative Category Assigned Billed Rate Total Hours Billed

2. Fringe Benefits. This represents fringe benefits applicable to direct labor and billed as a direct cost. Where a rate is used indicate the rate. Fringe benefits included in direct labor or in other indirect cost pools should not be identified here.

3. Contractor-acquired property ($50,000 or more). List each item costing $50,000 or more and having a life expectancy of more than one year. List only those items of equipment for which reimbursement is requested. For each such item, list the following (as applicable): (a) an item description, (b) manufacturer, (c) model number, (d) serial number, (e) acquisition cost, (f) date of purchase, and (g) a copy of the purchasing document.

4. Contractor-acquired property (under $50,000), Materials, and Supplies. These are equipment other than that described in (3) above, plus consumable materials and supplies. List by category. List items valued at $1,000 or more separately. Provide the item number for each piece of equipment valued at $1,000 or more.

5. Premium Pay. This enumeration in excess of the basic hourly rate. (Requires written approval of the Contracting Officer.)

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CONTRACT #: 31310018C0012

6. Consultant Fee. The supporting information must include the name, hourly or daily rate of the consultant, and reference the NRC approval (if not specifically approved in the original contract).

7. Travel. Total costs associated with each trip must be shown in the following format:

Start Date Destination Costs From To From To $

(Must include separate detailed costs for airfare, per diem, and other transportation expenses.

All costs must be adequately supported by copies of receipts or other documentation.) To include a copy of the airfare receipt to include airline itinerary (boarding pass), lodging receipt(s), and car rental receipt(s), regardless of the dollar amount. Receipts are also required for any other items over $75. All foreign travel must be approved in advance by the NRC on NRC Form 445, Request for Approval of Official Foreign Travel, and must be in compliance with FAR 52.247-63, Preference for U.S. Flag Air Carriers.

Per Diem allowances covers lodging, meals, and incidental expenses. The rates for U.S.

lodging must be in accordance with the rates on GSA website: https://www.gsa.gov/travel/plan-book/per-diem-rates. International travel rates must be in accordance the rates found on the Department of States website: https://aoprals.state.gov/web920/per diem.asp.

8. Subcontracts. Include separate detailed breakdown of all costs paid to approved subcontractors during the billing period.

9. Other Costs. List all other direct costs by cost element and dollar amount separately.

h. Indirect Costs (Overhead and General and Administrative Expense). Cite the formula (rate and base) in effect in accordance with the terms of the contract, during the time the costs were incurred and for which reimbursement is requested.

i. Total Amount Billed. Insert columns for total amounts for the current and cumulative periods.

j. Adjustments. Insert columns for any adjustments, including outstanding suspensions for deficient or defective products or nonconforming services, for the current and cumulative periods.

k. Grand Totals.

Page 60

CONTRACT #: 31310018C0012

3. Sample Invoice/Voucher Information (to be included as an attachment)

Sample Invoice/Voucher Information (Supporting Documentation must be attached)

This invoice/voucher represents reimbursable costs for the billing period from through .

Amount Billed Current Period Cumulative (a) Direct Costs (1) Direct labor $_________ $_________

(2) Fringe benefits (% of direct labor) $_________ $_________

(3) Government property ($50,000 or more) $_________ $_________

(4) Government property, Materials, and Supplies (under $50,000 per item) $_________ $_________

(5) Premium pay (NRC approved overtime) $_________ $_________

(6) Consultants Fee $_________ $_________

(7) Travel $_________ $_________

(8) Subcontracts $_________ $_________

(9) Other costs $_________ $_________

Total Direct Costs: $_________ $_________

(b) Indirect Costs (provide the rate information applicable to your firm)

(10) Overhead % of (Indicate Base) $_________ $_________

(11) General and Administrative (G&A) %

of (Indicate Base) $_________ $_________

Total Indirect Costs: $_________ $_________

(c) Total Amount Billed $_________ $_________

(d) Adjustments (+/-) $_________ $_________

(e) Grand Total $_________ $_________

(The invoice/voucher format provided above must include information similar to that included below in the following to ensure accuracy and completeness.)

SAMPLE SUPPORTING INFORMATION The budget information provided below is for format purposes only and is illustrative.

Cost Elements:

1) Direct Labor - $2,400 Page 61

CONTRACT #: 31310018C0012 Labor Staff Hours Cumulative Category Assigned Billed Rate Total Hours Billed Senior Engineer I Pete Smith 100 $14.00 $1,400 975 Engineer Rob Johnson 50 $10.00 $ 500 465 Computer Analyst John Roberts 100 $ 5.00 $ 500 320

$2,400 1,760 hrs

2) Fringe Benefits - $480 Fringe @ 20% of Direct Salaries Labor Fringe Category Salaries Amount Senior Engineer I $1,400 $280 Engineer $ 500 $100 Computer Analyst $ 500 $100

$2,400 $480

3) Government-furnished and contractor-acquired property ($50,000 or more) - $60,000 Prototype Spectrometer - item number 1000-01 = $60,000

4) Government-furnished and contractor-acquired property (under $50,000), Materials, and Supplies - $2,000 10 Radon tubes @ $110.00 = $1,100 6 Pairs Electrostatic gloves @ $150.00 = $ 900

$2,000

5) Premium Pay - $150 Walter Murphy - 10 hours1.157407e-4 days 0.00278 hours 1.653439e-5 weeks 3.805e-6 months @ $10.00 Per Hour (Reg. Pay) = $100 x 1.5 OT rate = $150 (EX: Premium pay for this individual was approved and authorized under this contract by the NRC Contracting Officer by letter dated 6/1/2011.)

6) Consultants' Fee - $100 Dr. Carney - 1 hour1.157407e-5 days 2.777778e-4 hours 1.653439e-6 weeks 3.805e-7 months fully-burdened @ $100 = $100

7) Travel - $2,640 (iii) Airfare: (2 Roundtrip trips for 1 person @ $300 per r/t ticket)

Start Date End Date Days From To Cost 4/1/2011 4/7/2011 7 Philadelphia, PA Wash, D.C. $300 7/1/2011 7/8/2011 8 Philadelphia, PA Wash, D.C. $300 (iv) Per Diem: $136/day x 15 days = $2,040 Page 62

CONTRACT #: 31310018C0012

8) Subcontracting - $30,000 Company A = $10,000 Company B = $20,000

$30,000 (EX: Subcontracts for Companies A & B were consented to by the Contracting Officer by letter dated 6/15/2011.)

9) Other Costs - $5,100 Honorarium for speaker at American Nuclear Society conference = $5,000 Nuclear Planet Journal subscription fee = $100

10) Overhead Expense - $41,148 Overhead @ 40% of Total Direct Costs

11) General and Administrative (G&A) Expense - $22,784 G&A @ 20% of Total Costs, excluding subcontracts and consultants

12) Total Amount Billed $175,020 Adjustments (+/-) - $ 0 Grand Total $175,020 Page 63

CONTRACT #: 31310018C0012 Page 64

ML23082A329

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