Text

Contract No. 31310025C0018
	ML25252A228
Person / Time
Issue date:	09/09/2025
From:	Jeffrey Mitchell; Acquisition Management Division
To:	;
References
	31310025C0018
	Download: ML25252A228 (1)
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31310025R0019 SOLICITATION, OFFER AND AWARD

4. TYPE OF SOLICITATION

2. CONTRACT NUMBER

3. SOLICITATION NUMBER

7. ISSUED BY CODE

8. ADDRESS OFFER TO (If other than Item 7)

ORDER UNDER DPAS (15 CFR 700)

6. REQUISITION/PURCHASE NUMBER NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

NEGOTIATED (RFP)

SEALED BID (IFB)

5. DATE ISSUED

1. THIS CONTRACT IS A RATED RATING PAGE OF PAGES 1

92 C. E-MAIL ADDRESS EXT.

NUMBER AREA CODE B. TELEPHONE (NO COLLECT CALLS)

A. NAME

10. FOR INFORMATION CALL:

CAUTION: LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

(Date)

(Hour) local time until depository located in copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if hand carried, in the SOLICITATION

9. Sealed offers in original and PART IV - REPRESENTATIONS AND INSTRUCTIONS OTHER STATEMENTS OF OFFERORS EVALUATION FACTORS FOR AWARD INSTRS., CONDS., AND NOTICES TO OFFERORS REPRESENTATIONS, CERTIFICATIONS AND LIST OF ATTACHMENTS CONTRACT CLAUSES PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

I J

K L

M SPECIAL CONTRACT REQUIREMENTS CONTRACT ADMINISTRATION DATA DELIVERIES OR PERFORMANCE INSPECTION AND ACCEPTANCE PACKAGING AND MARKING DESCRIPTION/SPECS./WORK STATEMENT SUPPLIES OR SERVICES AND PRICES/COSTS SOLICITATION/CONTRACT FORM PART II - CONTRACT CLAUSES PART I - THE SCHEDULE H

G F

E D

C B

A SEC.

DESCRIPTION PAGE(S)

(X)

DESCRIPTION SEC.

(X)

11. TABLE OF CONTENTS

18. OFFER DATE

17. SIGNATURE SUCH ADDRESS IN SCHEDULE.

IS DIFFERENT FROM ABOVE - ENTER 15C. CHECK IF REMITTANCE ADDRESS EXT NUMBER AREA CODE 15B. TELEPHONE NUMBER (Type or print)

AND ADDRESS OF OFFEROR CODE FACILITY

16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER 15A. NAME DATE AMENDMENT NO.

DATE AMENDMENT NO.

and related documents numbered and dated):

amendments to the SOLICITATION for offerors (The offeror acknowledges receipt of

14. ACKNOWLEDGEMENT OF AMENDMENTS CALENDAR DAYS (%)

30 CALENDAR DAYS (%)

20 CALENDAR DAYS (%)

10 CALENDAR DAYS (%)

(See Section I, Clause No. 52.232.8)

13. DISCOUNT FOR PROMPT PAYMENT designated point(s), within the time specified in the schedule.

by the offeror) from the date for receipt of offer pecified above, to furni h any or all item upon which price are offered at the price et oppo ite each item, delivered at the NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

OFFER (Must be fully completed by offeror)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

28. AWARD DATE (Signature of Contracting Officer)

27. UNITED STATES OF AMERICA

25. PAYMENT WILL BE MADE BY

26. NAME OF CONTRACTING OFFICER (Type or print)

CODE

24. ADMINISTERED BY (If other than Item 7)

ITEM (4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN 41 U.S.C. 253 (c) (

10 U.S.C. 2304 (c) (

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

21. ACCOUNTING AND APPROPRIATION

20. AMOUNT

19. ACCEPTED AS TO ITEMS NUMBERED AWARD (To be completed by government)

CODE OIP-25-0002 05/13/2025 X

31310025C0018 NRCHQ US NRC - HQ ACQUISITION MANAGEMENT DIVISION MAIL STOP TWFN-07B20M WASHINGTON DC 20555-0001 JEFFREY R. MITCHELL 301 Jeffrey.Mitchell@nrc.gov 415 5074 X

X X

PAGE(S)

MEHKFS2PMM16 NUMARK ASSOCIATES INC ATTN NEIL NUMARK 7200 WISCONSIN AVE STE 500 BETHESDA MD 208144833 See schedule NRC PAYMENTS 1 See Schedule G See Schedule G NRCHQ JEFFREY R. MITCHELL AUTHORIZED FOR LOCAL REPRODUCTION Previous edition is unusable STANDARD FORM 33 (Rev. 9-97)

Prescribed by GSA - FAR (48 CFR) 53.214(c)

)

$8,355,989.72 6

23 36 37 38 39 43 59 92 09/09/2025

12. In compliance with the above, the undersigned agrees, if this offer is accepted within _____0_________ calendar days (60 calendar days unless a different period is inserted

31310025C0018 Page 3 B - Supplies or Services/Prices.....................................................................................................6 B.1 BRIEF PROJECT TITLE AND WORK DESCRIPTION.......................................................6 B.2 CONSIDERATION AND OBLIGATION-TIME-AND-MATERIALS CONTRACT.................6 B.3 PRICE/COST SCHEDULE..................................................................................................6 C - Description/Specifications.....................................................................................................23 C.1 STATEMENT OF WORK..................................................................................................23 D - Packaging and Marking.........................................................................................................36 D.1 PACKAGING AND MARKING..........................................................................................36 D.2 BRANDING.......................................................................................................................36 E - Inspection and Acceptance....................................................................................................37 E.1 INSPECTION AND ACCEPTANCE BY THE NRC (AUG 2023).......................................37 F - Deliveries or Performance.....................................................................................................38 F.1 PLACE OF DELIVERY-REPORTS...................................................................................38 F.2 PERIOD OF PERFORMANCE ALTERNATE III...............................................................38 G - Contract Administration Data................................................................................................39 G.1 REGISTRATION IN FEDCONNECT (AUG 2023).........................................................39 G.2 ELECTRONIC PAYMENT (DEC 2017)............................................................................39 G.3 2052.215-77 TRAVEL APPROVALS AND REIMBURSEMENT. (OCT 1999)..................39 G.4 2052.216-71 INDIRECT COST RATES. (JAN 1993).......................................................40 G.5 2052.216-71 INDIRECT COST RATES. (JAN 1993) - ALTERNATE II (OCT 1999)........40 G.6 BILLING INSTRUCTIONS FOR TIME-AND-MATERIALS/LABOR-HOUR TYPE CONTRACTS (AUG 2017)......................................................................................................41 H - Special Contract Requirements.............................................................................................43 H.1 SECURITY REQUIREMENTS FOR CONTRACTORS (AUG 2023)................................43 H.2 DENIAL OF FEDERAL BENEFITS TO INDIVIDUALS CONVICTED OF DRUG TRAFFICKING OR POSSESSION..........................................................................................45 H.3 ANNUAL AND FINAL CONTRACTOR PERFORMANCE EVALUATIONS......................45 H.4 COMPLIANCE WITH U.S. IMMIGRATION LAWS AND REGULATIONS........................46 H.5 NRC INFORMATION TECHNOLOGY SECURITY TRAINING (MAY 2016)....................46 H.6 SECURITY REQUIREMENTS RELATING TO THE PRODUCTION OF REPORTS OR THE PUBLICATION OF RESULTS UNDER CONTRACTS, AGREEMENTS, AND GRANTS (JUL 2016)...............................................................................................................................47 H.7 WHISTLEBLOWER PROTECTION FOR NRC CONTRACTOR AND SUBCONTRACTOR EMPLOYEES..........................................................................................................................48 H.8 DRUG FREE WORKPLACE TESTING: UNESCORTED ACCESS TO NUCLEAR FACILITIES, ACCESS TO CLASSIFIED INFORMATION OR SAFEGUARDS INFORMATION, OR PERFORMING IN ESPECIALLY SENSITIVE POSITIONS (AUG 2023)

.................................................................................................................................................49 H.9 2052.204-70 SECURITY. (OCT 1999)..............................................................................49 H.10 2052.204-71 SITE ACCESS BADGE REQUIREMENTS. (JAN 1993)...........................51 H.11 2052.209-72 CONTRACTOR ORGANIZATIONAL CONFLICTS OF INTEREST. (JAN 1993).......................................................................................................................................52 H.12 2052.215-70 KEY PERSONNEL. (JAN 1993)................................................................55 H.13 2052.215-71 CONTRACTING OFFICER REPRESENTATIVE AUTHORITY. (OCT 1999)

.................................................................................................................................................56 I - Contract Clauses.....................................................................................................................59 I.1 52.244-6, SUBCONTRACTS FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (JAN 2025)(DEVIATION FEB 2025)....................................................................59

31310025C0018 Page 4 I.2 52.223-23, SUSTAINABLE PRODUCTS AND SERVICES (MAY 2024 (DEVIATION FEB 2025))......................................................................................................................................61 I.12 52.203-14 DISPLAY OF HOTLINE POSTER(S). (NOV 2021).........................................62 I.25 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS. (OCT 2018)............................................................................64 I.30 52.215-23 LIMITATIONS ON PASS-THROUGH CHARGES. (JUN 2020)......................65 I.31 52.216-7 ALLOWABLE COST AND PAYMENT. (AUG 2018).........................................67 I.32 52.217-8 OPTION TO EXTEND SERVICES. (NOV 1999)...............................................73 I.33 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT. (MAR 2000)...........74 I.36 52.219-14 LIMITATIONS ON SUBCONTRACTING. (OCT 2022)....................................74 I.37 52.219-28 POSTAWARD SMALL BUSINESS PROGRAM REREPRESENTATION. (JAN 2025).......................................................................................................................................76 I.39 52.222-35 EQUAL OPPORTUNITY FOR VETERANS. (JUN 2020)................................80 I.40 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES. (JUN 2020)

.................................................................................................................................................80 I.42 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT. (DEC 2010)...............................................................................................81 I.55 52.232-7 PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR CONTRACTS. (NOV 2021).....................................................................................................82 I.78 52.249-14 EXCUSABLE DELAYS. (APR 1984)...............................................................91 I.79 52.252-2 CLAUSES INCORPORATED BY REFERENCE. (FEB 1998)..........................91 J - List of Documents, Exhibits and Other Attachments..............................................................92

31310025C0018 Page 5

31310025C0018 Page 23 C - Description/Specifications C.1 STATEMENT OF WORK C.1 Background The U.S. Nuclear Regulatory Commission (NRC) has facilitated nuclear safety and security capacity building around the world for more than three decades. This includes technical safety and security assistance and training on regulatory aspects of new and operating nuclear power and research reactors. At the present time, the NRC is working with, or is planning to work with, regulatory counterparts in select countries, continents and regions of the world. Continuation of these efforts is anticipated for the next five to ten years, and new needs will likely arise.

C.2 Objective The Contractor shall provide personnel with specific technical and scientific expertise, research, development and training applicable to nuclear safety and security regulations, including operating nuclear power plants, nuclear power plants planned or under construction, and research and test reactors in order to assist the NRC staff in providing technical and regulatory assistance to select countries, continents and regions of the world.

C.3 Scope of Work/Activities The Contractor shall provide all resources necessary to accomplish the activities and deliverables described in this Statement of Work (SOW). The Contractor shall provide technical assistance to the NRC in support of national regulatory authorities in select countries, continents and regions of the world in order to:

Achieve the goals and objectives identified in the International Atomic Energy Agencys (IAEAs) Nuclear Energy Series NG-G-3.1 Milestones in the Development of a National Infrastructure for Nuclear Power; Safety Standards Series No. SF-1, GSR Parts 1, 2, and 4, and Energy Series No. NG-T-3.6 Responsibilities and Functions of a Nuclear Energy Programme Implementing Organization,

Adopt and implement the IAEA-sponsored Code of Conduct on the Safety of Research Reactors; and

Develop and implement nuclear safety and security regulations, licensing and inspection programs for nuclear power reactors and research reactors patterned after the NRC and other internationally accepted practices and methodology, and for accountancy, control, and the physical protection of nuclear facilities.

Specific activities the Contractor may be asked to support include: program planning and management, outreach and stakeholder engagement, review and development of regulatory, legislative and technical basis for oversight of new and/or existing nuclear power plants or research reactors, development of model and/or country-specific regulatory requirements covering the design, licensing, construction and operation of new or existing nuclear power plants or research reactors, training, coordination of ongoing and/or planned assistance-related activities.

31310025C0018 Page 24 Extended stays (more than 5 business days) in the country receiving assistance by Contractor personnel are rare but may occasionally be required (usually one person.

C.3.1 ACTIVITIES ACTIVITY 1 NEW OR EXISTING NUCLEAR POWER PLANTS The Contractor shall perform the activities specified below in sub-activities 1.1, 1.2 and 1.3 for the regulatory authorities in select countries, continents and regions of the world as directed.

SUB-ACTIVITY 1.1 PROGRAM PLANNING AND MANAGEMENT The Contractor shall provide technical advice, support, and expertise to the NRC to assist the nuclear regulatory authorities in designated countries and their technical support organizations[1]

in the establishment of a country-specific long-term plan for performing effective regulatory oversight of planned, existing or potential new nuclear power plants, as appropriate. The plan shall identify and prioritize the areas of work and define a detailed scope of work for each area along with the associated schedule and level of effort. As part of the plan development, the Contractor may need to conduct a bilateral or multilateral meeting to gather pertinent information. The Contractor shall periodically review and develop, at least every 3 months, in consultation with the COR and relevant OIP desk officer(s) an update of the long-term plans.

The Contractor shall periodically review and develop, at least every 3 months, in consultation with the COR and relevant OIP desk officer(s), the short-term objectives of ongoing or planned country-specific work. The short-term objectives and scope of work will depend on a number of factors, including achievements to date, immediate needs and funding availability.

The Contractor shall maintain a website with a brief description of activities completed.

Prior to uploading the content, the Contractor shall obtain approval(s) from the COR.

Upon expiration of the contract, the Contractor shall provide the COR with the domain name registration, hosting site, and all its content.

The Contractor shall also prepare and periodically, at least every 6 months, update and review with the COR the short-term and long-term costs associated with executing the assistance program.

SUB-ACTIVITY 1.2 LEGAL AND REGULATORY BASES The Contractor shall provide technical assistance to the NRC to support the nuclear regulatory authorities in the designated countries by assisting them in reviewing country-specific laws, regulations, standards and guidelines that define the nuclear regulatory bodys responsibilities and authorities. The Contractor shall identify the differences (strengths, weaknesses, and omissions) between the country-specific laws, regulations, standards and guidelines currently used and those used internationally (including the IAEA, Nuclear Energy Agency (NEA) and NRC) and shall make recommendations for improvements. In addition, the Contractor shall develop a plan to identify and prioritize all activities necessary to appropriately revise the existing country-specific legal bases, as appropriate, in close consultation with the COR and relevant OIP desk officer(s).

31310025C0018 Page 25 The Contractor shall provide technical assistance to the NRC in support of the national regulatory authority in modifying nuclear-related laws, regulations, standards and guidelines to incorporate recommendations made as a result of the aforementioned review, as appropriate.

The Contractor shall perform this effort jointly with both the national regulatory authority and other in-country experts. The assistance effort may, in some cases, also involve experts from other national regulatory authorities.

The Contractor shall assist the national regulatory authority and its technical support organizations in developing and establishing the internal procedures needed to consistently implement the developed basic regulations, standards and guidelines. This shall include both technical and administrative procedures. The national regulatory authority is the author of these procedures.

The key outcome for this activity is for each national regulatory authority to have the legal authority needed to exercise effective, independent oversight of existing nuclear power plants and the design, construction and initial operation of new nuclear power plants consistent with international standards. Key milestones needed for the regulatory authority to achieve this outcome include:

- Agreement with the national regulatory authority to conduct a detailed country-specific assessment,

- The start and completion of the assessment,

- he start and completion of drafting proposed revisions to existing laws, rules and regulations,

- Submission of the revised laws, rules and regulations to the appropriate entity(s) for review (regulatory authority for rules and regulations, and Parliament for laws) and

- The adoption and promulgation of the revised laws, rules and regulations.

Actual completion dates shall be developed in conjunction with the COR and relevant OIP desk officer(s) on a country-specific basis.

SUB-ACTIVITY 1.3 TECHNICAL BASES The Contractor shall provide technical assistance to the NRC to support for the nuclear regulatory authorities in the designated countries to assist them in reviewing country-specific laws, regulations, standards and guidelines used in performing regulatory oversight of new and existing nuclear power plants. For new nuclear power plants, this includes topical areas such as siting, environmental impact, construction, licensing, and commissioning. For existing nuclear power plants this includes topical areas such as safety assessment, emergency preparedness and response, operational oversight and inspection, enforcement and decommissioning. The Contractor shall identify the differences (strengths, weaknesses, and omissions) between the country-specific law, regulations, standards and guidelines currently used and those used internationally, and shall make recommendations for improvements. The Contractor shall develop a plan of prioritized activities for revising the existing country-specific regulatory structure and for the introduction and adoption of new regulatory requirements, as appropriate, in close consultation with the COR and relevant OIP desk officer(s).

The Contractor shall provide technical assistance to the NRC to support the national regulatory authority in modifying nuclear-related laws, regulations, standards and guidelines to incorporate

31310025C0018 Page 26 recommendations made as a result of the aforementioned review, as appropriate. The Contractor shall perform this effort jointly with both the national regulatory authority and other in-country experts. This effort may, in some cases, also involve experts from other national regulatory authorities.

The Contractor shall assist the national regulatory authority and its technical support organizations in developing and establishing the internal procedures needed to consistently implement the developed basic regulations, standards and guidelines. This shall include both technical and administrative procedures.

The key outcome for this activity is for each national regulatory authority to have technical requirements consistent with international standards. These standards cover safety assessment, emergency preparedness and response, operational oversight and inspection, enforcement and decommissioning for existing nuclear power plants, and the design, safety assessment, construction, licensing and initial operation of new nuclear power plants. Key milestones needed to achieve this outcome include agreement with the national regulatory authority to conduct a detailed country-specific assessment, the start and completion of the assessment, the start and completion of drafting proposed revisions to existing technical requirements, submission of the revised requirements to appropriate entity(s) for review (regulatory authority for rules and regulations and Parliament for laws) and the adoption and promulgation of the revised technical requirements. Actual completion dates shall be developed in conjunction with the COR and relevant OIP desk officer(s) on a country-specific basis.

ACTIVITY 2 NEW OR EXISTING RESEARCH REACTORS The Contractor shall perform the activities specified below in sub-activities 2.1, 2.2 and 2.3 for the regulatory authorities in select countries, continents and regions of the world as directed.

SUB-ACTIVITY 2.1 PROGRAM PLANNING AND MANAGEMENT The Contractor shall provide technical advice, support, and expertise to the NRC to support the nuclear regulatory authorities in the designated countries and their technical support organizations in the establishment of a country-specific long-term plan for performing effective regulatory oversight of new or existing research reactors, as appropriate. The plan shall identify and prioritize areas of work, define a detailed scope of work for each area along with the associated schedule and level of effort. As part of the plan development, the Contractor may need to conduct a bilateral or multilateral meeting to gather pertinent information.

The Contractor shall periodically review and develop, at least every 3 months, in consultation with the COR and relevant OIP desk officer(s), the short-term objectives of ongoing or planned country-specific work. The short-term objectives and scope of work will depend on a number of factors, including achievements to date, immediate needs and funding availability. In addition, the Contractor shall periodically review and develop, at least every six months, in consultation with the COR and relevant OIP desk officer(s), an update of long-term plans.

The Contractor shall maintain a website with a brief description of activities completed. Basic website maintenance includes, updating content regularly, checking for broken links, ensuring security patches are applied and renewing domain registrations.

31310025C0018 Page 27 Prior to uploading the content, the Contractor shall obtain appropriate approval(s) from the COR.

Upon expiration of the contract, the Contractor shall provide the COR with the domain name registration, hosting site, and all its content.

The Contractor shall also prepare and periodically, at least every 6 months, update and review with the COR the short-term and long-term costs associated with executing the assistance program.

SUB-ACTIVITY 2.2 LEGAL AND REGULATORY BASES The Contractor shall provide technical assistance to the NRC to support the nuclear regulatory authorities in the designated countries to assist them in reviewing country-specific laws, regulations, standards and guidelines that define the nuclear regulatory bodys responsibilities and authorities. The Contractor shall identify the differences (strengths, weaknesses and omissions) between the country-specific laws, regulations, standards and guidelines currently used and those used internationally (including the IAEA, NEA, and the NRC) and shall make recommendations for improvements to country-specific standards. The Contractor shall also develop a plan to identify and prioritize all activities necessary to appropriately revise the existing country-specific legal bases, as appropriate, in close consultation with the COR and relevant OIP desk officer(s).

The Contractor shall provide technical assistance to the NRC to support the national regulatory authority in modifying nuclear-related laws, regulations, standards and guidelines to incorporate recommendations made as a result of the aforementioned review, as appropriate. The Contractor shall perform this effort jointly with both the national regulatory authority and other in-country experts. The assistance effort may, in some cases, also involve experts from other national regulatory authorities.

The Contractor shall assist the national regulatory authority and its technical support organizations in developing and establishing internal procedures needed to implement its regulations, standards and guidelines, including both technical and administrative procedures.

The key outcome for this activity is for each national regulatory authority to have the legal authority needed to exercise effective, independent oversight of new or existing research reactors consistent with international standards. Key milestones needed to achieve this outcome include agreement with the national regulatory authority to conduct a detailed country-specific assessment, the start and completion of the assessment, the start and completion of drafting proposed revisions to existing laws, rules and regulations, submission of the revised laws, rules and regulations to the appropriate entity(s) for review (regulatory authority for rules and regulations and Parliament for laws) and the adoption and promulgation of the revised laws, rules and regulations. Actual completion dates shall be developed in conjunction with the COR and relevant OIP desk officer(s) on a country-specific basis.

SUB-ACTIVITY 2.3 TECHNICAL BASES The Contractor shall provide technical assistance to the NRC to support the nuclear regulatory authorities in the designated countries in reviewing country-specific laws, regulations, standards

31310025C0018 Page 28 and guidelines used in performing regulatory oversight of new or existing research reactors, including topical areas such as siting, design, construction, safety assessment, operation, emergency preparedness and response, operational oversight and inspection, enforcement and decommissioning. The Contractor shall identify differences (strengths, weaknesses and omissions) between the country-specific law, regulations, standards and guidelines currently used and those used internationally, and shall make recommendations for improvements to country-specific standards. Additionally, the Contractor shall also develop a plan to identify and prioritize all activities necessary to revise the existing country-specific regulatory structure and for the introduction and adoption of new regulatory requirements, as appropriate.

The Contractor shall provide technical assistance to the NRC to support the national regulatory authority in modifying nuclear-related laws, regulations, standards and guidelines to incorporate recommendations made as a result of the aforementioned review, as appropriate. The Contractor shall perform this effort jointly with both the national regulatory authority and other in-country experts. This effort may, in some cases, also involve experts from other national regulatory authorities.

The Contractor shall assist the national regulatory authority and its technical support organizations in developing and establishing internal procedures needed to consistently implement the developed basic regulations, standards and guidelines. This shall include both technical and administrative procedures.

The key outcome for this activity is for each national regulatory authority to have technical requirements consistent with international standards covering the design, safety assessment, construction, licensing, inspection, and operation of new or existing research reactors. Key milestones needed to achieve this outcome include agreement with the national regulatory authority to conduct a detailed country-specific assessment, the start and completion of the assessment, the start and completion of drafting proposed revisions to existing technical requirements, submission of the revised requirements to appropriate entity(s) for review (regulatory authority for rules and regulations and Parliament for laws) and the adoption and promulgation of the revised technical requirements. Actual completion dates shall be developed in conjunction with the COR and relevant OIP desk officer(s) on a country-specific basis.

ACTIVITY 3 - COORDINATION In support of the work defined in the activities above, the Contractor shall provide technical assistance to NRC staff to enhance the efficiency and effectiveness of the NRCs ongoing or planned assistance activities through coordination with other international assistance providers to avoid unnecessary duplication of effort. Such coordination, at minimum, shall include sharing information on ongoing or planned NRC assistance efforts to other international assistance providers. Other international assistance providers shall include, but not be limited to, representatives of the U.S. Government and international organizations (for example, the IAEA, IAEA regional groups, and the NEA).

The Contractor shall also provide technical assistance to NRC staff to foster cooperation between national regulatory authorities by:

- sponsoring operational experience information exchange between regulatory authorities with oversight of common nuclear power technology and information exchange between regulatory

31310025C0018 Page 29 authorities with established nuclear power oversight activities and regulatory authorities developing such activities (applicable to ACTIVITY 1 NEW OR EXISTING NUCLEAR POWER PLANTS); and

- sponsoring information exchange between regulatory authorities with oversight of research reactors and regulatory authorities of countries considering research reactors (applicable to ACTIVITY 2 NEW OR EXISTING RESEARCH REACTORS).

Activity 4 - TRAINING/WORKSHOPS Food/refreshments may not be purchased for these trainings/workshops with appropriated funds. Therefore, no part of any invoice submitted to the NRC for payment for conference expenses shall include amounts for the provision of food or refreshments at the workshops/trainings.

SUB-ACTIVITY 4.1 The Contractor shall develop and conduct workshops and training associated with implementing the activities described in section C.3.1 ACTIVITIES. These shall be conducted on both a bilateral (workshops at which attendance is limited to one country) and multilateral (at which representatives of several regulatory authorities attend) basis. The training and workshop activities shall support the following subject areas/activities:

1) ACTIVITY 1: NEW OR EXISTING NUCLEAR POWER PLANTS New reactor-related workshops and training activities - This includes workshops and training activities on siting requirements for nuclear power plants, oversight of new reactor construction and regulatory infrastructure development.

Operating reactor safety-related workshops and training activities - This includes workshops and training activities on safety assessment of operating nuclear power plants, inspection of operating nuclear power plants and decommissioning

2) ACTIVITY 2: NEW OR EXISTING RESEARCH REACTORS New reactor-related workshops and training activities - This includes workshops and training activities on siting requirements for of research reactors, licensing of research reactors, inspection of research reactors, decommissioning, and research reactor security.

Operating reactor safety-related workshops and training activities - This includes workshops and training activities on safety assessment of research reactors, licensing of research reactors, inspection of research reactors, decommissioning, and research reactor security.

Activity 5 - CONSULTATION FOR INTERNATIONAL NUCLEAR SAFETY CONCERNS AND INCIDENTS The Contractor shall provide specific technical and scientific advice, support and/or expertise applicable to foreign civil nuclear technology, safety and security in order to assist NRC staff (as directed by the COR via authorization of a work order) in providing technical support in

31310025C0018 Page 30 response to international nuclear safety concerns and incidents.

The requested technical support shall not exceed 3 consultations per year with a maximum of mixed labor categories, not exceeding 40 hours4.62963e-4 days 0.0111 hours 6.613757e-5 weeks 1.522e-5 months .

The work order will contain the specific type of support requested, the estimated level of effort needed and the timeframe for completion. One issued work order constitutes one consultation.

C.3.2 SUBCONTRACT SUPPORT In the event that the Contractor subcontracts specific tasks to in-country technical support organizations or individual experts, the Contractor shall establish a mechanism (task order) to:

(1) ensure that any subcontracted, in-country tasks are focused on the specific objectives to be accomplished within the scope of this contract, (2) identify problems with established schedules, costs and overall budget, (3) provide updates and impacts to the Contractor spending plan, (4) ensure the quality of deliverables so that all information and data are accurate and complete and (5) provide a plan/procedure to ensure all foreign subcontractor support costs are contracted at a fair and reasonable price. All proposed international subcontract work and costs shall be firm fixed price and submitted to the COR for review and approval before the subcontract is awarded. All proposed domestic subcontract work and costs shall be firm fixed price and submitted to the COR/Contracting Officer (CO) for review and approval before the subcontract is awarded. For other direct costs (materials), the Contractor shall make their best effort to obtain competition to determine fair and reasonable price (i.e. multiple cost estimates to compare prices). This documentation shall be submitted to the COR as part of the review process. All international and domestic subcontracting actions shall be in accordance with FAR 52.244-2 SUBCONTRACTS (OCT 2010).

The Contractor shall obtain COR and CO prior written approval of any subcontract(s) that requires: (1) the leasing of vehicles (each time), regardless of dollar value; and (2) the acquisition of equipment (each time) with a purchase price of $2,000.00 or more.

The Contractor shall also review and approve any data, documentation, or reports generated by subcontractors for accuracy and completeness prior to inclusion in final contract deliverables to be provided to the COR.

The Contractor is prohibited from procuring construction work of any kind to include improvement or remodeling of any structures, regardless of dollar amount.

C.4 Estimated Labor Categories and Key Personnel Personnel performing technical work under this contract shall have pertinent technical experience in one or more of the following areas: nuclear, mechanical, civil, electrical or chemical engineering, regulation of nuclear facilities or activities, health physics, or project management. The Contractor shall provide personnel who have pertinent experience for the performance of the administrative aspects of this contract such as arranging travel, website updates, submitting invoices and workshop / training preparation.

The Contractor shall provide a project manager(s) and technical team members as appropriate for the performance of technical assistance under this contract. Technical team members shall

31310025C0018 Page 31 possess the experience necessary to address highly complex technical issues related to nuclear safety and security and have a thorough knowledge of the NRC's approach to performing safety and security reviews and evaluations. Team members shall be available to stay for extended periods in the designated countries to work with indigenous technical specialists. In addition to English language, it is desirable for some technical team members to be fluent (both spoken and written) in languages to include, but not limited, to: Arabic, French, Russian, and Spanish relevant to planned activities.

C.4.1 Project Manager Qualifications (Key Personnel):

The Contractor shall provide a responsible Project Manager who shall possess, at a minimum, a bachelors degree in engineering or science and ten (10) years of direct project management experience in professional commercial nuclear support services. nuclear technology and nuclear and/or radioactive materials commonly utilized in select countries, continents and regions of the world. The Project Manager shall also have the following:

- A minimum of 10 years of relevant experience in development, execution and management of international and/or domestic projects

- Experience working with foreign regulatory authorities, including understanding international norms and cultures

- Experience managing international projects (including managing international contract/subcontracts)

- Technical experience on regulatory issues associated with nuclear power plants and research reactors

- Understanding of the NRCs regulatory requirements as well as the IAEAs safety standards or guidance associated with nuclear power plants and research reactors C.4.2 Senior Engineer/(s)/Scientist/(s) Qualifications (Key Personnel):

The Contractor shall provide technical staff that have a bachelor's or higher degree in a science or engineering field from an accredited school of engineering with a minimum of 10 years professional experience relative to nuclear technology and nuclear and/or radioactive materials commonly utilized in select countries, continents and regions of the world. This individual shall also have the following:

- Experience working with foreign regulatory authorities, including understanding international norms and cultures

- Technical experience on regulatory issues associated with nuclear power plants and research reactors

- Understanding of the NRCs regulatory requirements as well as the IAEAs safety standards or guidance associated with nuclear power plants and research reactors C.4.3 Administrative and Information Technology:

The Contractor shall provide personnel who have pertinent experience for the performance of the administrative aspects of this contract such as arranging travel, understanding of the Federal Travel Regulations, submitting invoices, and preparing and editing workshop / training materials

31310025C0018 Page 32 The Contractor shall provide personnel who have pertinent Information Technology experience for the development and maintenance of associated websites, brochures, databases and other tracking tools needed for the performance of this contract.

C.5 Certification and License Requirements N/A C.6 Reporting Requirements C.6.1 Monthly Technical Progress Report The Contractor shall prepare and submit a Monthly Technical Progress report to the COR. Refer to attachment number 4 entitled Monthly Letter Status Report Instructions for Contracts and Orders. The Monthly Technical Progress report shall also include the following information for each discrete activity, by country:

Countries to which assistance was provided during the reporting period;

Country-specific description of the assistance provided during the reporting period;

Country-specific description of the new, ongoing or planned subtasks during the reporting period;

Travel conducted by Contractor personnel during the reporting period (including a description of the travel purpose); and

Projected Contractor personnel travel within the next 3 months (including a description of the travel purpose).

The Monthly Technical Progress Report should only include information on work that is in process or was completed during the specific timeframe of the Monthly report.

C.6.2 Annual Technical Progress Reports The Contractor shall prepare and submit an annual report to the COR at the end of each fiscal year (October 1 - September 30). This report shall contain the following information:

A cumulative description of the countries to which the assistance was provided (including country-specific descriptions of both assistance provided and results/milestones achieved);

A cumulative description of new, ongoing or planned country-specific subtasks; and

A cumulative description of travel conducted by Contractor personnel (including a description of the travel purpose).

Section #

Deliverable Due Date Format Submit to C.6.1 Monthly Technical Progress Report 20thof the following month Word Document COR/CO C.6.2 Annual Technical Report November 15th.

Covers the entire fiscal year (Oct 1 Word Document COR/CO

31310025C0018 Page 33

- Sept 30)

C.7 List of Deliverables SUB-ACTIVITY 1.1 and 2.1 PROGRAM PLANNING AND MANAGEMENT Long-term Plan (6 to 9 months) - The Contractor shall provide a long-term plan in coordination with the COR, which will prioritize areas of work, and define a detailed scope of work, the associated schedule, and level of effort.

Short-term Objectives (within 30 days of consultancy visit) - The Contractor shall provide the COR the short-term objectives of ongoing or planned country-specific work.

ACTIVITY 1 NEW OR EXISTING NUCLEAR POWER PLANTS The Contractor shall also provide to the COR, within 30 days after completion, copies of any reports, assessments, and/or analyses developed while performing sub-activities 1.2 and 1.3. These reports, assessments, and/or analyses shall be considered deliverables under this activity.

ACTIVITY 2 NEW OR EXISTING RESEARCH REACTORS The Contractor shall provide to the COR, within 30 days after completion, copies of any reports, assessments, and/or analyses developed while performing sub-activities 2.2 and 2.3. These reports, assessments, and/or analyses shall be considered deliverables under this activity.

ACTIVITY 5 CONSULTATION FOR INTERNATIONAL NUCLEAR SAFTEY CONCERNS AND INCIDENTS The Contractor shall also provide to the COR, within 30 days after completion, copies of any reports, assessments, and/or analyses developed while performing this activity. These reports, assessments, and/or analyses shall be considered deliverables under this activity.

C.8 Required Materials/Facilities CONTRACTOR ACQUIRED MATERIAL The Contractor shall obtain prior written approval from the COR and the CO for any acquisition that involves the lease of vehicles, regardless of dollar amount, and the acquisition of equipment with a purchase price of $2000.00 or more. The Contractor shall follow FAR 52.245-1 Government Property for guidance to include instructions on disposition of property.

NRC Contractor Maintained Websites and Programs The Contractor shall update a public website with a brief description of the activities completed.

31310025C0018 Page 34 Prior to uploading the content, the Contractor shall obtain appropriate approval(s) from the COR.

Upon expiration of the contract, the Contractor shall provide the COR with the domain name registration, hosting site, and all its content.

C.9 Release of Publications Any documents generated by the Contractor under this contract shall not be released for publication or dissemination without CO and COR prior written approval. For consultancy report, prior to submittal of the report to the respective regulatory counterpart, the following marking shall be included on the front cover of the report:

The Contractor [Name] drafted the following report pursuant to the terms of a NRC contract.

This report was prepared solely in an advisory capacity; the NRC is not responsible for implementation of any specific recommendations and or suggestions included in this report, nor does the NRC assume any responsibility for the performance of the recipient countrys nuclear and radiological oversight program.

C.10 Place of Performance The work to be performed under this contract will be primarily performed at the Contractors facility as well as in select countries, continents and regions of the world.

C.11 Contractor Meetings, Travel, and Training Coordination meetings between the Contractor, the COR, relevant OIP desk officer(s), and national regulatory authority project managers throughout the duration of this contract are anticipated. Meetings between the Contractor and COR and relevant OIP desk officer(s) will primarily be held virtually; occasionally meetings will be held at NRC offices in Rockville, Maryland. Primary meetings between the contractors and the national regulatory authority project managers will be held at the corresponding designated regulatory authority counterpart offices worldwide. Meetings will be scheduled on an as-needed basis. For planning purposes, it shall be assumed that 1-2 contractor employees will participate in bilateral project review meetings annually, with an estimated duration of 5 days each, in each country receiving assistance from NRC; and that Contractor technical staff will participate in no more than 12 workshops and training activities per year as described in Activity 4 entitled TRAINING/WORKSHOPS. In addition, the COR and the national regulatory authority project managers may choose to periodically meet to review progress and to provide input into the project.

The Contractor shall obtain prior written approval from the COR and submit the necessary travel documentation including NRC Form 445 (International Travel Approval) and NRC Form 447 (Country Clearance) at least 30 days before any travel is scheduled to take place. The Contractor shall apply for a visa (as needed) in accordance with the countrys requirements.

The Contractor shall purchase medical evacuation (MedEvac) insurance in accordance with the

31310025C0018 Page 35 countrys requirements. The Contractor shall ensure that all travel-related arrangements and payments are performed consistent with the Federal Travel Regulations (as outlined in Title 41 of the Code of Federal Regulations (CFR), Chapters 300 through 304).

All personnel performing work under this contract shall take the Counter Threat Awareness Training (CT401) in accordance with U.S. Department of State (DOS) requirements before traveling to an international destination. A copy of the certification should be provided to the COR for recordkeeping. CT401 certifications are valid for a period of 6 years.

C.12 Reference Material

The NRCs nuclear power and research reactor regulations (10 CFR Parts 21, 50, 51, 52, 54, 55 and 100);

The IAEAs Nuclear Energy Series NG-G-3.1 Milestones in the Development of a National Infrastructure for Nuclear Power;

The IAEAs Safety Standards Series No. SF-1, GSR Parts 1, 2, and 3, at a minimum.

The IAEA Nuclear Energy Series No. NG-T-3.6 Responsibilities and Functions of a Nuclear Energy Programme Implementing Organization; and

The IAEA-sponsored Code of Conduct on the Safety of Research Reactors.

[Reference Material - Furnished Upon Request]

[1] Technical support organization (TSO) is defined by the IAEA as an organization established (either internal or external to a regulatory authority) that provides support to the regulatory authority in various areas, including specific research, engineering services, technical advice and improvements, legal advice, and technical, safety and security advice.

31310025C0018 Page 36 D - Packaging and Marking D.1 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 carriers 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: None.

(End of Clause)

D.2 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 Office of International Programs,, under Contract/order number 31310025C0018.

(End of Clause)

31310025C0018 Page 37 E - Inspection and Acceptance E.1 INSPECTION AND ACCEPTANCE BY THE NRC (AUG 2023)

Unless otherwise specified, inspection and acceptance of the deliverable items to be furnished hereunder shall be made by the NRC Contracting Officers Representative (COR) at the destination, accordance with FAR 52.247 F.o.b. Destination.

Contract Deliverables:

Refer to the Statement of Work for deliverables.

E.2 52.246-6 INSPECTION - TIME-AND-MATERIAL AND LABOR-HOUR. (MAY 2001)

31310025C0018 Page 39 G - Contract Administration Data G.1 REGISTRATION IN FEDCONNECT (AUG 2023)

The Nuclear Regulatory Commission (NRC) uses Unison Software Inc.s 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. Vendors/contractors shall use FedConnect for the submission of responses to solicitations, acknowledgment of receipt of award and modification documents; and may be required to submit monthly letter status reports and other deliverables through FedConnect as well.

Therefore, in order to do business with the NRC, vendors and contractors shall register to use FedConnect at https://www.fedconnect.net/FedConnect. The individual registering in FedConnect shall have authority to bind the vendor/contractor. There is no charge for using FedConnect. Assistance with FedConnect is provided by Unison, not the NRC. FedConnect contact and assistance information is provided on the FedConnect web site.

G.2 ELECTRONIC PAYMENT (DEC 2017)

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 Transfer-System for Award Management.

To receive payment, the contractor shall prepare invoices in accordance with NRCs Billing Instructions. Claims shall be submitted through the Invoice Processing Platform (IPP)

(https://www.ipp.gov/). Back up documentation shall be included as required by the NRCs Billing Instructions.

(End of Clause)

G.3 2052.215-77 TRAVEL APPROVALS AND REIMBURSEMENT. (OCT 1999)

(a) 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 before beginning travel.

(b) The contractor must receive written approval from the NRC Project Officer before taking travel that was unanticipated in the Schedule (i.e., travel not contemplated in the Statement of Work, or changes to specific travel identified in the Statement of Work).

(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 Limitations of Cost clause of this contract when, at any time, the contractor learns that travel expenses will cause the contractor to exceed the estimated costs specified in the Schedule.

31310025C0018 Page 41 G.6 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".

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).

31310025C0018 Page 42 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.

See attachment 7 for sample invoice/voucher.

31310025C0018 Page 43 H - Special Contract Requirements H.1 SECURITY REQUIREMENTS FOR CONTRACTORS (AUG 2023)

It has been determined that contractor personnel with access to information related to work on this contract/order are required to obtain IT II access or L clearance.

The Contractor shall ensure that all its applicants (i.e. employees, subcontractor employees or consultants) who are assigned to perform the work herein for contract performance are approved by the NRC. The NRC Contracting Officers Representative (COR) shall make the final determination of the Building Access (BA), level of Information Technology (IT) Access (Level I or Level II), or the national security clearance level (Q or L) required for all applicants working under this contract/task order using the following guidance. The Contractor should conduct a preliminary federal facilities security screening interview or prescreening review for each of its applicants and submit to the NRC only the names that have a reasonable probability of obtaining approval necessary for access to NRC's federal facilities.

The Contractors pre-screening review, applicable to all access/clearance levels, should focus on the applicants history regarding the following:

(a) felony arrest in the last seven (7) years; (b) alcohol related arrest within the last five (5) years; (c) record of any military court-martial convictions in the past ten (10) years; (d) illegal use of narcotics or other controlled substances possession in the past year; (e) illegal purchase, production, transfer, or distribution of narcotics or other controlled substances in the last seven (7) years; (f) delinquency on any federal debts or bankruptcy in the last seven (7) years; (g) applicants with less than five (5) years permanent residency in the U.S. will not be approved for Building Access, IT Access, or a national security clearance; (h) non-U.S. citizens must provide official documentation to the DFS/PSB as proof of their permanent residency (i) foreign nationals (non-U.S. citizens) are not eligible for a national security clearance (Q or L)

SECURITY REQUIREMENTS FOR BUILDING ACCESS This is applicable when an applicant will require unescorted Building Access (BA) and a HSPD-12 PIV card (NRC badge). Temporary Building Access may be approved by the NRC based on a favorable NRC review and discretionary determination of the applicants Building Access security forms. Final Building Access will be approved by the NRC based on favorable adjudication of their background investigation completed by the Defense Counterintelligence and Security Agency (DCSA). Requires an OPM SF-85 (see https://www.opm.gov/forms/standard-forms/).

31310025C0018 Page 44 SECURITY REQUIREMENTS FOR IT LEVEL II (IT-II) ACCESS An applicant will require IT-II Access if the applicant will need access to IT systems or Controlled Unclassified Information (CUI) regardless of physical work location, including an NRC Local Area Network (LAN) account. IT-II Access includes all the access and responsibilities included under Building Access. Temporary IT Access may be approved by the NRC based on a favorable NRC review and discretionary determination of the applicants IT Access security forms. Final IT Access will be approved by the NRC based on favorable adjudication of their background investigation completed by the Defense Counterintelligence and Security Agency (DCSA). Requires an OPM SF-86 (see www.opm.gov/forms/standard-forms/).

SECURITY REQUIREMENTS FOR IT LEVEL I (IT-I) ACCESS An applicant will require IT-I Access if the applicant will need access to IT systems or Controlled Unclassified Information (CUI) regardless of physical work location, including an NRC Local Area Network (LAN) account. IT-I Access involves responsibility for the planning, direction, and implementation of a computer security program, and will have major responsibility for the direction, planning, and design of a computer system, including its hardware and software. IT-I access also includes the need to access a computer system during its operation or maintenance in such a way that could cause or that has a relatively high risk of causing grave damage to the agency. IT-I access also includes the applicants capability to realize a significant personal gain from computer access. IT-I Access includes all the access and responsibilities under IT-II Access and Building Access. Temporary IT Access may be approved by the NRC based on a favorable NRC review and discretionary determination of the applicants IT Access security forms. Final IT Access will be approved by the NRC based on favorable adjudication of their background investigation completed by the Defense Counterintelligence and Security Agency (DCSA). Requires an OPM SF-86 (see https://www.opm.gov/forms/standard-forms/).

SECURITY REQUIREMENTS FOR L CLEARANCE An applicant will be submitted for an L Clearance if the applicant is designated in a non-critical-sensitive position requiring access to, on a need-to-know basis, to Secret and Confidential National Security Information or Confidential Restricted Data (RD) not related to broad naval nuclear propulsion program policy or direction. A security orientation briefing must be given to the applicant by the NRC when the background investigation is completed and favorably adjudicated by the NRC. This briefing will normally be given by a representative of the NRCs Personnel Security Branch (PSB), or in a regional office by a regional security representative. Temporary IT-II Access may be approved based on a favorable NRC review and discretionary determination of the applicants national security clearance security forms. A national security clearance will be granted by the NRC based on favorable adjudication of the applicants background investigation completed by the Defense Counterintelligence and Security Agency (DCSA). Requires an OPM SF-86 (see https://www.opm.gov/forms/standard-forms/).

SECURITY REQUIREMENTS FOR Q CLEARANCE An applicant will be submitted for a Q Clearance if the applicant is designated in a critical-sensitive position requiring access to, on a need-to-know basis, to Top Secret, Top Secret RD, Secret, Secret RD, Confidential, and Confidential RD. A security orientation briefing must be

31310025C0018 Page 45 given to the applicant by the NRC requiring national security clearance when the background investigation is completed and favorably adjudicated by the NRC. This briefing will normally be given by a representative of PSB, or in a regional office by a regional security representative.

Temporary IT-II Access may be approved based on a favorable NRC review and discretionary determination of the applicants national security clearance security forms. A national security clearance will be granted by the NRC based on favorable adjudication of their background investigation completed by the Defense Counterintelligence and Security Agency (DCSA).

Requires an OPM SF-86 (see https://www.opm.gov/forms/standard-forms/).

REMOVING AN APPLICANT FROM A CONTRACT AND/OR TASK ORDER The Contractor shall immediately notify the COR when an applicant will no longer support this NRC contract/order.

H.2 DENIAL OF FEDERAL BENEFITS TO INDIVIDUALS CONVICTED OF DRUG TRAFFICKING OR POSSESSION In the event that an award is made to an individual, Section 5301 of the Anti-Drug Abuse Act of 1988 (P.L. 100-690), codified at 21 U.S.C. 862, authorizes denial of Federal benefits such as grants, contracts, purchase orders, financial aid, and business and professional licenses to individuals convicted of drug trafficking or possession.

(End of Clause)

H.3 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 annually.

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.

31310025C0018 Page 46 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.4 COMPLIANCE WITH U.S. IMMIGRATION LAWS AND REGULATIONS NRC contractors are responsible to ensure that their alien personnel are not in violation of United States immigration laws and regulations, including employment authorization documents and visa requirements. Each alien employee of the Contractor must be lawfully admitted for permanent residence as evidenced by Permanent Resident Form I-551 (Green Card), or must present other evidence from the U.S. Department of Homeland Security/U.S. Citizenship and Immigration Services that employment will not affect his/her immigration status. The U.S.

Citizenship and Immigration Services provides information to contractors to help them understand the employment eligibility verification process for non-US citizens. This information can be found on their website, http://www.uscis.gov/portal/site/uscis.

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

(End of Clause)

H.5 NRC INFORMATION TECHNOLOGY SECURITY TRAINING (MAY 2016)

NRC INFORMATION TECHNOLOGY SECURITY TRAINING (MAY 2016)

NRC contractors shall ensure that their employees, consultants, and subcontractors with access to the agency's information technology (IT) equipment and/or IT services complete NRC's online initial and refresher IT security training requirements to ensure that their knowledge of IT threats, vulnerabilities, and associated countermeasures remains current. Both the initial and refresher IT security training courses generally last an hour or less and can be taken during the employee's regularly scheduled work day.

Contractor employees, consultants, and subcontractors shall complete the NRC's online annual, "Computer Security Awareness" course on the same day that they receive access to the agency's IT equipment and/or services, as their first action using the equipment/service. For those contractor employees, consultants, and subcontractors who are already working under this contract, the on-line training must be completed in accordance with agency Network Announcements issued throughout the year, within three weeks of issuance of this modification.

Additional annual required online NRC training includes but is not limited to the following:

(1) Information Security (INFOSEC) Awareness (2) Continuity of Operations (COOP) Awareness

31310025C0018 Page 47 (3) Defensive Counterintelligence and Insider Threat Awareness (4) No FEAR Act (5) Personally Identifiable Information (PII) and Privacy Act Responsibilities Awareness Contractor employees, consultants, and subcontractors who have been granted access to NRC information technology equipment and/or IT services must continue to take IT security refresher training offered online by the NRC throughout the term of the contract. Contractor employees will receive notice of NRC's online IT security refresher training requirements through agency-wide notices.

Contractor Monthly Letter Status Reports (MLSR) must include the following information for all completed training:

(1) the name of the individual completing the course; (2) the course title; and (3) the course completion date.

The MLSR must also include the following information for those individuals who have not completed their required training:

(1) the name of the individual who has not yet completed the training; (2) the title of the course(s) which must still be completed; and (3) the anticipated course completion date(s).

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

(End of Clause)

H.6 SECURITY REQUIREMENTS RELATING TO THE PRODUCTION OF REPORTS OR THE PUBLICATION OF RESULTS UNDER CONTRACTS, AGREEMENTS, AND GRANTS (JUL 2016)

Review and Approval of Reports (a) Reporting Requirements. The contractor/grantee shall comply with the terms and conditions of the contract/grant regarding the contents of the draft and final report, summaries, data, and related documents, to include correcting, deleting, editing, revising, modifying, formatting, and supplementing any of the information contained therein, at no additional cost to the NRC.

Performance under the contract/grant will not be deemed accepted or completed until it complies with the NRCs directions, as applicable. The reports, summaries, data, and related documents will be considered draft until approved by the NRC. The contractor/grantee agrees that the direction, determinations, and decisions on approval or disapproval of reports,

31310025C0018 Page 48 summaries, data, and related documents created under this contract/grant remain solely within the discretion of the NRC.

(b) Publication of Results. Prior to any dissemination, display, publication, or release of articles, reports, summaries, data, or related documents developed under the contract/grant, the contractor/grantee shall submit them to the NRC for review and approval. The contractor/

grantee shall not release, disseminate, display or publish articles, reports, summaries, data, and related documents, or the contents therein, that have not been reviewed and approved by the NRC for release, display, dissemination or publication. The contractor/grantee agrees to conspicuously place any disclaimers, markings or notices, directed by the NRC, on any articles, reports, summaries, data, and related documents that the contractor/grantee intends to release, display, disseminate or publish to other persons, the public, or any other entities. The contractor/grantee agrees, and grants, a royalty-free, nonexclusive, irrevocable worldwide license to the government, to use, reproduce, modify, distribute, prepare derivative works, release, display or disclose the articles, reports, summaries, data, and related documents developed under the contract/grant, for any governmental purpose and to have or authorize others to do so.

(c) Identification/Marking of Sensitive Unclassified Non-Safeguards Information (SUNSI) and Safeguards Information (SGI). The decision, determination, or direction by the NRC that information possessed, formulated or produced by the contractor/grantee constitutes SUNSI or SGI is solely within the authority and discretion of the NRC. In performing the contract/grant, the contractor/grantee shall clearly mark SUNSI and SGI, to include for example, OUO-Allegation Information or OUO-Security Related Information on any reports, documents, designs, data, materials, and written information, as directed by the NRC. In addition to marking the information as directed by the NRC, the contractor shall use the applicable NRC cover sheet (e.g., NRC Form 461 Safeguards Information) in maintaining these records and documents. The contractor/grantee shall ensure that SUNSI and SGI is handled, maintained and protected from unauthorized disclosure, consistent with NRC policies and directions. The contractor/grantee shall comply with the requirements to mark, maintain, and protect all information, including documents, summaries, reports, data, designs, and materials in accordance with the provisions of Section 147 of the Atomic Energy Act of 1954 as amended, its implementing regulations (10 CFR 73.21), Sensitive Unclassified Non-Safeguards and Safeguards Information policies, and NRC Management Directives and Handbooks 12.5, 12.6 and 12.7.

(d) Remedies. In addition to any civil, criminal, and contractual remedies available under the applicable laws and regulations, failure to comply with the above provisions, and/or NRC directions, may result in suspension, withholding, or offsetting of any payments invoiced or claimed by the contractor/grantee.

(e) Flowdown. If the contractor/grantee intends to enter into any subcontracts or other agreements to perform this contract/grant, the contractor/grantee shall include all of the above provisions in any subcontracts or agreements.

H.7 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

31310025C0018 Page 49 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.

(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.8 DRUG FREE WORKPLACE TESTING: UNESCORTED ACCESS TO NUCLEAR FACILITIES, ACCESS TO CLASSIFIED INFORMATION OR SAFEGUARDS INFORMATION, OR PERFORMING IN ESPECIALLY SENSITIVE POSITIONS (AUG 2023)

The following Contractor employees, subcontractor personnel, and consultants proposed for performance or performing under this contract shall be subject to pre-assignment, random, reasonable suspicion, and post-accident drug testing: (1) individuals who have access to classified information (National Security Information and/or Restricted Data); (2) individuals who have access to Safeguards information (section 147 of the Atomic Energy Act of 1954, as amended); (3) individuals who are authorized to carry firearms while performing work under this contract; (4) individuals who are required to operate government vehicles or transport passengers for the NRC; (5) individuals who are required to operate hazardous equipment at NRC facilities; (6) individuals who administer the agencys drug program or who have Employee Assistance Program duties; (7) individuals who have unescorted access to vital or protected areas of Nuclear Power Plants, Category 1 Fuel Cycle Facilities, or Uranium Enrichment Facilities; or (8) incident/emergency response personnel (including on-call).

H.9 2052.204-70 SECURITY. (OCT 1999)

(a) Security/Classification Requirements Form. The attached NRC Form 187 (See List of Attachments) furnishes the basis for providing security and classification requirements to prime contractors, subcontractors, or others (e.g., bidders) who have or may have an NRC contractual relationship that requires access to classified information or matter, access on a continuing basis (in excess of 90 or more days) to NRC Headquarters controlled buildings, or otherwise requires NRC photo identification or card-key badges.

(b) It is the contractor's duty to safeguard National Security Information, Restricted Data, and Formerly Restricted Data. The contractor shall, in accordance with the Commission's security regulations and requirements, be responsible for safeguarding National Security Information, Restricted Data, and Formerly Restricted Data, and for

31310025C0018 Page 50 protecting against sabotage, espionage, loss, and theft, the classified documents and material in the contractor's possession in connection with the performance of work under this contract. Except as otherwise expressly provided in this contract, the contractor shall transmit to the Commission any classified matter in the possession of the contractor or any person under the contractor's control in connection with performance of this contract upon completion or termination of this contract.

(1) The contractor shall complete a certificate of possession to be furnished to the Commission specifying the classified matter to be retained if the retention is:

(i) Required after the completion or termination of the contract; and (ii) Approved by the contracting officer.

(2) The certification must identify the items and types or categories of matter retained, the conditions governing the retention of the matter and their period of retention, if known. If the retention is approved by the contracting officer, the security provisions of the contract continue to be applicable to the matter retained.

(c) In connection with the performance of the work under this contract, the contractor may be furnished, or may develop or acquire, proprietary data (trade secrets) or confidential or privileged technical, business, or financial information, including Commission plans, policies, reports, financial plans, internal data protected by the Privacy Act of 1974 (Pub. L.93-579), or other information which has not been released to the public or has been determined by the Commission to be otherwise exempt from disclosure to the public. The contractor agrees to hold the information in confidence and not to directly or indirectly duplicate, disseminate, or disclose the information, in whole or in part, to any other person or organization except as necessary to perform the work under this contract. The contractor agrees to return the information to the Commission or otherwise dispose of it at the direction of the contracting officer. Failure to comply with this clause is grounds for termination of this contract.

(d) Regulations. The contractor agrees to conform to all security regulations and requirements of the Commission which are subject to change as directed by the NRC Division of Facilities and Security and the Contracting Officer. These changes will be under the authority of the FAR Changes clause referenced in Section I of this document.

(e) Definition of National Security Information. As used in this clause, the term National Security Information means information that has been determined pursuant to Executive Order 12958 or any predecessor order to require protection against unauthorized disclosure and that is so designated.

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

31310025C0018 Page 51 (g) Definition of Formerly Restricted Data. As used in this clause the term Formerly Restricted Data means all data removed from the Restricted Data category under Section 142-d of the Atomic Energy Act of 1954, as amended.

(h) Security clearance personnel. The contractor may not permit any individual to have access to Restricted Data, Formerly Restricted Data, or other classified information, except in accordance with the Atomic Energy Act of 1954, as amended, and the Commission's regulations or requirements applicable to the particular type or category of classified information to which access is required. The contractor shall also execute a Standard Form 312, Classified Information Nondisclosure Agreement, when access to classified information is required.

(i) Criminal liabilities. Disclosure of National Security Information, Restricted Data, and Formerly Restricted Data relating to the work or services ordered hereunder to any person not entitled to receive it, or failure to safeguard any Restricted Data, Formerly Restricted Data, or any other classified matter that may come to the contractor or any person under the contractor's control in connection with work under this contract, may subject the contractor, its agents, employees, or subcontractors to criminal liability under the laws of the United States. (See the Atomic Energy Act of 1954, as amended, 42 U.S.C. 2011 et seq.; 18 U.S.C. 793 and 794; and Executive Order 12958.)

(j) Subcontracts and purchase orders. Except as otherwise authorized, in writing, by the contracting officer, the contractor shall insert provisions similar to the foregoing in all subcontracts and purchase orders under this contract.

(k) In performing contract work, the contractor shall classify all documents, material, and equipment originated or generated by the contractor in accordance with guidance issued by the Commission. Every subcontract and purchase order issued under the contract that involves originating or generating classified documents, material, and equipment must provide that the subcontractor or supplier assign the proper classification to all documents, material, and equipment in accordance with guidance furnished by the contractor.

(End of Clause)

H.10 2052.204-71 SITE ACCESS BADGE REQUIREMENTS. (JAN 1993)

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

31310025C0018 Page 52 (End of Clause)

H.11 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,

31310025C0018 Page 53 (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.

(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.

31310025C0018 Page 54 (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.

(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

31310025C0018 Page 57 (c) Technical direction must be within the general statement of work stated in the contract. The COR does not have the authority to and may not issue any technical direction which:

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

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

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

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

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

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

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

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

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

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

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

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

31310025C0018 Page 58 (2) Assist the contractor in the resolution of technical problems encountered during performance.

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

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

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

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

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

(End of Clause)

31310025C0018 Page 59 I - Contract Clauses I.1 52.244-6, SUBCONTRACTS FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (JAN 2025)(DEVIATION FEB 2025)

(a) Definitions. As used in this clause-Commercial product, commercial service, and commercially available off-the-shelf item have the meanings contained in Federal Acquisition Regulation (FAR) 2.101.

Subcontract includes a transfer of commercial products or commercial services between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.

(b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial products, commercial services, or nondevelopmental items as components of items to be supplied under this contract.

(c)(1) The Contractor shall insert the following clauses in subcontracts for commercial products or commercial services:

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509), if the subcontract exceeds the threshold specified in FAR 3.1004(a) on the date of subcontract award, and has a performance period of more than 120 days. In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.

(ii) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5), if the subcontract is funded under the Recovery Act.

(iii) 52.203-17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community-see FAR 3.900(a).

(iv) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017).

(v) 52.204-21, Basic Safeguarding of Covered Contractor Information Systems (NOV 2021),

other than subcontracts for commercially available off-the-shelf items, if flow down is required in accordance with paragraph (c) of FAR clause 52.204-21.

(vi) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115-91).

(vii) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

(viii) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117-328).

31310025C0018 Page 60 (ix)(A) 52.204-30, Federal Acquisition Supply Chain Security Act Orders-Prohibition. (DEC 2023) (Pub. L. 115-390, title II).

(B) Alternate I (DEC 2023) of 52.204-30.

(x) 52.219-8, Utilization of Small Business Concerns (JAN 2025) (15 U.S.C. 637(d)(2) and (3)),

if the subcontract offers further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(xi) [Reserved]

(xii) [Reserved]

(xiii) 52.222-35, Equal Opportunity for Veterans (JUN 2020)(38 U.S.C. 4212(a)).

(xiv) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

(xv) 52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

(xvi) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

(xvii)(A) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chapter 78 and E.O. 13627).

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

(xviii) 52.222-55, Minimum Wages for Contractor Workers under Executive Order 14026 (JAN 2022), if flowdown is required in accordance with paragraph (k) of FAR clause 52.222-55.

(xix) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O. 13706), if flowdown is required in accordance with paragraph (m) of FAR clause 52.222-62.

(xx)(A) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a) if flow down is required in accordance with 52.224-3(f).

(B) Alternate I (JAN 2017) of 52.224-3, if flow down is required in accordance with 52.224-3(f) and the agency specifies that only its agency-provided training is acceptable).

(xxi) 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. Subtitle A, Part V, Subpart G Note).

(xxii) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023), if flow down is required in accordance with paragraph (c) of FAR clause 52.232-40.

(xxiii) 52.240-1, Prohibition on Unmanned Aircraft Systems Manufactured or Assembled by American Security Drone Act-Covered Foreign Entities (Nov 2024) (Sections 1821-1826, Pub.

L. 118-31, 41 U.S.C. 3901 note prec.).

31310025C0018 Page 61 (xxiv) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV 2021)

(46 U.S.C. 55305 and 10 U.S.C. 2631), if flow down is required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the Contractor may flow down to subcontracts for commercial products or commercial services a minimal number of additional clauses necessary to satisfy its contractual obligations.

(d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract.

I.2 52.223-23, SUSTAINABLE PRODUCTS AND SERVICES (MAY 2024 (DEVIATION FEB 2025))

(a) Definitions. As used in this clause-Biobased product means a product determined by the U.S. Department of Agriculture (USDA) to be a commercial product or industrial product (other than food or feed) that is composed, in whole or in significant part, of biological products, including renewable domestic agricultural materials and forestry materials, or that is an intermediate ingredient or feedstock. The term includes, with respect to forestry materials, forest products that meet biobased content requirements, notwithstanding the market share the product holds, the age of the product, or whether the market for the product is new or emerging. (7 U.S.C. 8101) (7 CFR part 4270.2).

Recovered material means waste materials and by-products recovered or diverted from solid waste, but the term does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process. (42 U.S.C. 6903).

Sustainable products and services means:

(1) Products containing recovered material designated by the U.S. Environmental Protection Agency (EPA) under the Comprehensive Procurement Guidelines (42 U.S.C. 6962) (40 CFR part 247) (https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program#products).

(2) Energy-and water-efficient products that are ENERGY STAR certified or Federal Energy Management Program (FEMP)- designated products (42 U.S.C. 8259b) (10 CFR part 436, subpart C) (https://www.energy.gov/eere/femp/search-energy-efficient-products and https://www.energystar.gov/products?s=mega).

(3) Biobased products meeting the content requirement of the USDA under the BioPreferred program (7 U.S.C. 8102) (7 CFR part 4270.2) (https://www.biopreferred.gov).

(iv) Acceptable chemicals, products, and manufacturing processes listed under EPA's Significant New Alternatives Policy (SNAP) program, which ensures a safe and smooth transition away from substances that contribute to the depletion of stratospheric ozone (42 U.S.C. 7671l) (40 CFR part 82, subpart G) (https://www.epa.gov/snap).

(2) Required EPA purchasing programs.

(b) Requirements.

31310025C0018 Page 62 (1) The sustainable products and services, including the purchasing program and type of product or service, that are applicable to this contract, and any products or services that are not subject to this clause, will be set forth in the statement of work or elsewhere in the contract.

(2) The Contractor shall ensure that the sustainable products and services required by this contract are-(i) Delivered to the Government; (ii) Furnished for use by the Government; (iii) Incorporated into the construction of a public building or public work; and (iv) Furnished for use in performing services under this contract, where the cost of the products is a direct cost to this contract (versus costs which are normally applied to the Contractor's general and administrative expenses or indirect costs). This includes services performed by contractors performing management and operation of Government-owned facilities to the same extent that, at the time of award, an agency would be required to comply if an agency operated or supported the facility.

(c) Resource. The Green Procurement Compilation (GPC) available at https://sftool.gov/greenprocurement provides a comprehensive list of sustainable products and services and sustainable acquisition guidance. The Contractor should review the GPC when determining which statutory purchasing programs apply to a specific product or service.

(End of clause)

I.3 52.202-1 DEFINITIONS. (JUN 2020)

I.4 52.203-3 GRATUITIES. (APR 1984)

I.5 52.203-5 COVENANT AGAINST CONTINGENT FEES. (MAY 2014)

I.6 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT. (JUN 2020)

I.7 52.203-7 ANTI-KICKBACK PROCEDURES. (JUN 2020)

I.8 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY. (MAY 2014)

I.9 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY.

(MAY 2014)

I.10 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS. (JUN 2020)

I.11 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT. (NOV 2021)

I.12 52.203-14 DISPLAY OF HOTLINE POSTER(S). (NOV 2021)

(a) Definition.

31310025C0018 Page 63 United States, as used in this clause, means the 50 States, the District of Columbia, and outlying areas.

(b) Display of fraud hotline poster(s). Except as provided in paragraph (c)-

(1) During contract performance in the United States, the Contractor shall prominently display in common work areas within business segments performing work under this contract and at contract work sites-(i) Any agency fraud hotline poster or Department of Homeland Security (DHS) fraud hotline poster identified in paragraph (b)(3) of this clause; and (ii) Any DHS fraud hotline poster subsequently identified by the Contracting Officer.

(2) Additionally, if the Contractor maintains a company website as a method of providing information to employees, the Contractor shall display an electronic version of the poster(s) at the website.

(3) Any required posters may be obtained as follows:

Poster(s) Obtain from https://nrcoig.oversight.gov/oig-hotline (c) If the Contractor has implemented a business ethics and conduct awareness program, including a reporting mechanism, such as a hotline poster, then the Contractor need not display any agency fraud hotline posters as required in paragraph (b) of this clause, other than any required DHS posters.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in all subcontracts that exceed the threshold specified in Federal Acquisition Regulation 3.1004(b)(1) on the date of subcontract award, except when the subcontract-(1) Is for the acquisition of a commercial product or commercial service; or (2) Is performed entirely outside the United States.

(End of clause)

I.13 52.203-15 WHISTLEBLOWER PROTECTIONS UNDER THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 (JUN 2010)

I.14 52.203-16 PREVENTING PERSONAL CONFLICTS OF INTEREST. (JUN 2020)

I.15 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS. (NOV 2023)

I.16 52.204-4 RESERVED

31310025C0018 Page 64 I.17 52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL. (JAN 2011)

I.18 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS. (JUN 2020)

I.19 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE. (OCT 2018)

I.20 52.204-14 SERVICE CONTRACT REPORTING REQUIREMENTS. (OCT 2016)

I.21 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE. (AUG 2020)

I.22 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS. (DEC 2014)

I.23 52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB COVERED ENTITIES. (DEC 2023)

I.24 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, PROPOSED FOR DEBARMENT, OR VOLUNTARILY EXCLUDED. (JAN 2025)

I.25 52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS. (OCT 2018)

(a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required information in the System for Award Management via https://www.sam.gov.

(b) As required by section 3010 of the Supplemental Appropriations Act, 2010 (Pub. L.

111-212), all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available. FAPIIS consists of two segments-(1) The non-public segment, into which Government officials and the Contractor post information, which can only be viewed by--

(i) Government personnel and authorized users performing business on behalf of the Government; or (ii) The Contractor, when viewing data on itself; and (2) The publicly-available segment, to which all data in the non-public segment of FAPIIS is automatically transferred after a waiting period of 14 calendar days, except for-(i) Past performance reviews required by subpart 42.15; (ii) Information that was entered prior to April 15, 2011; or

31310025C0018 Page 65 (iii) Information that is withdrawn during the 14-calendar-day waiting period by the Government official who posted it in accordance with paragraph (c)(1) of this clause.

(c) The Contractor will receive notification when the Government posts new information to the Contractor's record.

(1) If the Contractor asserts in writing within 7 calendar days, to the Government official who posted the information, that some of the information posted to the non-public segment of FAPIIS is covered by a disclosure exemption under the Freedom of Information Act, the Government official who posted the information must within 7 calendar days remove the posting from FAPIIS and resolve the issue in accordance with agency Freedom of Information procedures, prior to reposting the releasable information. The contractor must cite 52.209-9 and request removal within 7 calendar days of the posting to FAPIIS.

(2) The Contractor will also have an opportunity to post comments regarding information that has been posted by the Government. The comments will be retained as long as the associated information is retained, i.e., for a total period of 6 years. Contractor comments will remain a part of the record unless the Contractor revises them.

(3) As required by section 3010 of Pub. L. 111-212, all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available.

(d) Public requests for system information posted prior to April 15, 2011, will be handled under Freedom of Information Act procedures, including, where appropriate, procedures promulgated under E.O. 12600.

(End of clause)

I.26 52.210-1 MARKET RESEARCH. (NOV 2021)

I.27 52.215-2 AUDIT AND RECORDS - NEGOTIATION. (JUN 2020)

I.28 52.215-8 ORDER OF PRECEDENCE - UNIFORM CONTRACT FORMAT. (OCT 1997)

I.29 52.215-14 INTEGRITY OF UNIT PRICES. (NOV 2021)

I.30 52.215-23 LIMITATIONS ON PASS-THROUGH CHARGES. (JUN 2020)

(a) Definitions. As used in this clause--

Added value means that the Contractor performs subcontract management functions that the Contracting Officer determines are a benefit to the Government (e.g., processing orders of parts or services, maintaining inventory, reducing delivery lead times, managing multiple sources for contract requirements, coordinating deliveries, performing quality assurance functions).

31310025C0018 Page 66 Excessive pass-through charge, with respect to a Contractor or subcontractor that adds no or negligible value to a contract or subcontract, means a charge to the Government by the Contractor or subcontractor that is for indirect costs or profit/fee on work performed by a subcontractor (other than charges for the costs of managing subcontracts and any applicable indirect costs and associated profit/fee based on such costs).

No or negligible value means the Contractor or subcontractor cannot demonstrate to the Contracting Officer that its effort added value to the contract or subcontract in accomplishing the work performed under the contract (including task or delivery orders).

Subcontract means any contract, as defined in Federal Acquisition Regulation (FAR) 2.101, entered into by a subcontractor to furnish supplies or services for performance of the contract or a subcontract. It includes but is not limited to purchase orders, and changes and modifications to purchase orders.

Subcontractor, as defined in FAR 44.101, means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for a prime Contractor or another subcontractor.

(b) General. The Government will not pay excessive pass-through charges. The Contracting Officer shall determine if excessive pass-through charges exist.

(c) Reporting. Required reporting of performance of work by the Contractor or a subcontractor. The Contractor shall notify the Contracting Officer in writing if--

(1) The Contractor changes the amount of subcontract effort after award such that it exceeds 70 percent of the total cost of work to be performed under the contract, task order, or delivery order. The notification shall identify the revised cost of the subcontract effort and shall include verification that the Contractor will provide added value; or (2) Any subcontractor changes the amount of lower-tier subcontractor effort after award such that it exceeds 70 percent of the total cost of the work to be performed under its subcontract. The notification shall identify the revised cost of the subcontract effort and shall include verification that the subcontractor will provide added value as related to the work to be performed by the lower-tier subcontractor(s).

(d) Recovery of excessive pass-through charges. If the Contracting Officer determines that excessive pass-through charges exist; (1) For other than fixed-price contracts, the excessive pass-through charges are unallowable in accordance with the provisions in FAR subpart 31.2; and (2) For applicable DoD fixed-price contracts, as identified in 15.408(n)(2)(i)(B),

the Government shall be entitled to a price reduction for the amount of excessive pass-through charges included in the contract price.

(e) Access to records. (1) The Contracting Officer, or authorized representative, shall have the right to examine and audit all the Contractor's records (as defined at FAR

31310025C0018 Page 67 52.215-2(a)) necessary to determine whether the Contractor proposed, billed, or claimed excessive pass-through charges.

(2) For those subcontracts to which paragraph (f) of this clause applies, the Contracting Officer, or authorized representative, shall have the right to examine and audit all the subcontractor's records (as defined at FAR 52.215-2(a))

necessary to determine whether the subcontractor proposed, billed, or claimed excessive pass-through charges.

(f) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (f), in all cost-reimbursement subcontracts under this contract that exceed the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award, except if the contract is with DoD, then insert in all cost-reimbursement subcontracts and fixed-price subcontracts, except those identified in FAR 15.408(n)(2)(i)(B)(2), that exceed the threshold for obtaining cost or pricing data in FAR 15.403-4(a)(1) on the date of subcontract award.

(End of clause)

I.31 52.216-7 ALLOWABLE COST AND PAYMENT. (AUG 2018)

(a) Invoicing. (1) The Government will make payments to the Contractor when requested as work progresses, but (except for small business concerns) not more often than once every 2 weeks, in amounts determined to be allowable by the Contracting Officer in accordance with Federal Acquisition Regulation (FAR) subpart 31.2 in effect on the date of this contract and the terms of this contract. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the representative may require, an invoice or voucher supported by a statement of the claimed allowable cost for performing this contract.

(2) Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act. Interim payments made prior to the final payment under the contract are contract financing payments, except interim payments if this contract contains Alternate I to the clause at 52.232-25.

(3) The designated payment office will make interim payments for contract financing on the 30th day after the designated billing office receives a proper payment request.

In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

(b) Reimbursing costs. (1) For the purpose of reimbursing allowable costs (except as provided in paragraph (b)(2) of the clause, with respect to pension, deferred profit sharing, and employee stock ownership plan contributions), the term costs includes only-(i) Those recorded costs that, at the time of the request for reimbursement, the Contractor has paid by cash, check, or other form of actual payment for items or services purchased directly for the contract;

31310025C0018 Page 68 (ii) When the Contractor is not delinquent in paying costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for-(A) Supplies and services purchased directly for the contract and associated financing payments to subcontractors, provided payments determined due will be made-(1) In accordance with the terms and conditions of a subcontract or invoice; and (2) Ordinarily within 30 days of the submission of the Contractor's payment request to the Government; (B) Materials issued from the Contractor's inventory and placed in the production process for use on the contract; (C) Direct labor; (D) Direct travel; (E) Other direct in-house costs; and (F) Properly allocable and allowable indirect costs, as shown in the records maintained by the Contractor for purposes of obtaining reimbursement under Government contracts; and (iii) The amount of financing payments that have been paid by cash, check, or other forms of payment to subcontractors.

(2) Accrued costs of Contractor contributions under employee pension plans shall be excluded until actually paid unless-(i) The Contractor's practice is to make contributions to the retirement fund quarterly or more frequently; and (ii) The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter payment period (any contribution remaining unpaid shall be excluded from the Contractor's indirect costs for payment purposes).

(3) Notwithstanding the audit and adjustment of invoices or vouchers under paragraph (g) below, allowable indirect costs under this contract shall be obtained by applying indirect cost rates established in accordance with paragraph (d) below.

(4) Any statements in specifications or other documents incorporated in this contract by reference designating performance of services or furnishing of materials at the Contractor's expense or at no cost to the Government shall be disregarded for purposes of cost-reimbursement under this clause.

31310025C0018 Page 69 (c) Small business concerns. A small business concern may receive more frequent payments than every 2 weeks.

(d) Final indirect cost rates. (1) Final annual indirect cost rates and the appropriate bases shall be established in accordance with subpart 42.7 of the Federal Acquisition Regulation (FAR) in effect for the period covered by the indirect cost rate proposal.

(2)(i) The Contractor shall submit an adequate final indirect cost rate proposal to the Contracting Officer (or cognizant Federal agency official) and auditor within the 6-month period following the expiration of each of its fiscal years. Reasonable extensions, for exceptional circumstances only, may be requested in writing by the Contractor and granted in writing by the Contracting Officer. The Contractor shall support its proposal with adequate supporting data.

(ii) The proposed rates shall be based on the Contractor's actual cost experience for that period. The appropriate Government representative and the Contractor shall establish the final indirect cost rates as promptly as practical after receipt of the Contractor's proposal.

(iii) An adequate indirect cost rate proposal shall include the following data unless otherwise specified by the cognizant Federal agency official:

(A) Summary of all claimed indirect expense rates, including pool, base, and calculated indirect rate.

(B) General and Administrative expenses (final indirect cost pool).

Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts).

(C) Overhead expenses (final indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts) for each final indirect cost pool.

(D) Occupancy expenses (intermediate indirect cost pool).

Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts) and expense reallocation to final indirect cost pools.

(E) Claimed allocation bases, by element of cost, used to distribute indirect costs.

(F) Facilities capital cost of money factors computation.

(G) Reconciliation of books of account (i.e., General Ledger) and claimed direct costs by major cost element.

(H) Schedule of direct costs by contract and subcontract and indirect expense applied at claimed rates, as well as a subsidiary schedule of Government participation percentages in each of the allocation base amounts.

31310025C0018 Page 70 (I) Schedule of cumulative direct and indirect costs claimed and billed by contract and subcontract.

(J) Subcontract information. Listing of subcontracts awarded to companies for which the contractor is the prime or upper-tier contractor (include prime and subcontract numbers; subcontract value and award type; amount claimed during the fiscal year; and the subcontractor name, address, and point of contact information).

(K) Summary of each time-and-materials and labor-hour contract information, including labor categories, labor rates, hours, and amounts; direct materials; other direct costs; and, indirect expense applied at claimed rates.

(L) Reconciliation of total payroll per IRS form 941 to total labor costs distribution.

(M) Listing of decisions/agreements/approvals and description of accounting/organizational changes.

(N) Certificate of final indirect costs (see 52.242-4, Certification of Final Indirect Costs).

(O) Contract closing information for contracts physically completed in this fiscal year (include contract number, period of performance, contract ceiling amounts, contract fee computations, level of effort, and indicate if the contract is ready to close).

(iv) The following supplemental information is not required to determine if a proposal is adequate, but may be required during the audit process:

(A) Comparative analysis of indirect expense pools detailed by account to prior fiscal year and budgetary data.

(B) General organizational information and limitation on allowability of compensation for certain contractor personnel. See 31.205-6(p). Additional salary reference information is available at https://www.whitehouse.gov/ wp-content/uploads/2017/11/ContractorCompensationCapContractsA wardedBeforeJune24.pdf and https://www.whitehouse.gov/wp-content/uploads/2017/11/ContractorCompensationCapContractsA wardedafterJune24.pdf.

(C) Identification of prime contracts under which the contractor performs as a subcontractor.

(D) Description of accounting system (excludes contractors required to submit a CAS Disclosure Statement or contractors where the description of the accounting system has not changed from the previous year's submission).

31310025C0018 Page 71 (E) Procedures for identifying and excluding unallowable costs from the costs claimed and billed (excludes contractors where the procedures have not changed from the previous year's submission).

(F) Certified financial statements and other financial data (e.g.,

trial balance, compilation, review, etc.).

(G) Management letter from outside CPAs concerning any internal control weaknesses.

(H) Actions that have been and/or will be implemented to correct the weaknesses described in the management letter from subparagraph (G) of this section.

(I) List of all internal audit reports issued since the last disclosure of internal audit reports to the Government.

(J) Annual internal audit plan of scheduled audits to be performed in the fiscal year when the final indirect cost rate submission is made.

(K) Federal and State income tax returns.

(L) Securities and Exchange Commission 10-K annual report.

(M) Minutes from board of directors meetings.

(N) Listing of delay claims and termination claims submitted which contain costs relating to the subject fiscal year.

(O) Contract briefings, which generally include a synopsis of all pertinent contract provisions, such as: Contract type, contract amount, product or service(s) to be provided, contract performance period, rate ceilings, advance approval requirements, pre-contract cost allowability limitations, and billing limitations.

(v) The Contractor shall update the billings on all contracts to reflect the final settled rates and update the schedule of cumulative direct and indirect costs claimed and billed, as required in paragraph (d)(2)(iii)(I) of this section, within 60 days after settlement of final indirect cost rates.

(3) The Contractor and the appropriate Government representative shall execute a written understanding setting forth the final indirect cost rates. The understanding shall specify (i) the agreed-upon final annual indirect cost rates, (ii) the bases to which the rates apply, (iii) the periods for which the rates apply, (iv) any specific indirect cost items treated as direct costs in the settlement, and (v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable rates. The understanding shall not change any monetary ceiling, contract obligation, or specific cost allowance

31310025C0018 Page 72 or disallowance provided for in this contract. The understanding is incorporated into this contract upon execution.

(4) Failure by the parties to agree on a final annual indirect cost rate shall be a dispute within the meaning of the Disputes clause.

(5) Within 120 days (or longer period if approved in writing by the Contracting Officer) after settlement of the final annual indirect cost rates for all years of a physically complete contract, the Contractor shall submit a completion invoice or voucher to reflect the settled amounts and rates. The completion invoice or voucher shall include settled subcontract amounts and rates. The prime contractor is responsible for settling subcontractor amounts and rates included in the completion invoice or voucher and providing status of subcontractor audits to the contracting officer upon request.

(6)(i) If the Contractor fails to submit a completion invoice or voucher within the time specified in paragraph (d)(5) of this clause, the Contracting Officer may-(A) Determine the amounts due to the Contractor under the contract; and (B) Record this determination in a unilateral modification to the contract.

(ii) This determination constitutes the final decision of the Contracting Officer in accordance with the Disputes clause.

(e) Billing rates. Until final annual indirect cost rates are established for any period, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (the cognizant auditor), subject to adjustment when the final rates are established. These billing rates-(1) Shall be the anticipated final rates; and (2) May be prospectively or retroactively revised by mutual agreement, at either party's request, to prevent substantial overpayment or underpayment.

(f) Quick-closeout procedures. Quick-closeout procedures are applicable when the conditions in FAR 42.708(a) are satisfied.

(g) Audit. At any time or times before final payment, the Contracting Officer may have the Contractor's invoices or vouchers and statements of cost audited. Any payment may be (1) reduced by amounts found by the Contracting Officer not to constitute allowable costs or (2) adjusted for prior overpayments or underpayments.

(h) Final payment. (1) Upon approval of a completion invoice or voucher submitted by the Contractor in accordance with paragraph (d)(5) of this clause, and upon the Contractor's compliance with all terms of this contract, the Government shall promptly pay any balance of allowable costs and that part of the fee (if any) not previously paid.

31310025C0018 Page 73 (2) The Contractor shall pay to the Government any refunds, rebates, credits, or other amounts (including interest, if any) accruing to or received by the Contractor or any assignee under this contract, to the extent that those amounts are properly allocable to costs for which the Contractor has been reimbursed by the Government. Reasonable expenses incurred by the Contractor for securing refunds, rebates, credits, or other amounts shall be allowable costs if approved by the Contracting Officer. Before final payment under this contract, the Contractor and each assignee whose assignment is in effect at the time of final payment shall execute and deliver-(i) An assignment to the Government, in form and substance satisfactory to the Contracting Officer, of refunds, rebates, credits, or other amounts (including interest, if any) properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and (ii) A release discharging the Government, its officers, agents, and employees from all liabilities, obligations, and claims arising out of or under this contract, except-(A) Specified claims stated in exact amounts, or in estimated amounts when the exact amounts are not known; (B) Claims (including reasonable incidental expenses) based upon liabilities of the Contractor to third parties arising out of the performance of this contract; provided, that the claims are not known to the Contractor on the date of the execution of the release, and that the Contractor gives notice of the claims in writing to the Contracting Officer within 6 years following the release date or notice of final payment date, whichever is earlier; and (C) Claims for reimbursement of costs, including reasonable incidental expenses, incurred by the Contractor under the patent clauses of this contract, excluding, however, any expenses arising from the Contractor's indemnification of the Government against patent liability.

(End of clause)

I.32 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 10 days before contract expiration.

(End of clause)

31310025C0018 Page 74 I.33 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 90 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 15days 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)

I.34 52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE. (NOV 2020)

I.35 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS. (JAN 2025)

I.36 52.219-14 LIMITATIONS ON SUBCONTRACTING. (OCT 2022)

(a) This clause does not apply to the unrestricted portion of a partial set-aside.

(b) Definition. Similarly situated entity, as used in this clause, means a first-tier subcontractor, including an independent contractor, that-(1) Has the same small business program status as that which qualified the prime contractor for the award (e.g., for a small business set-aside contract, any small business concern, without regard to its socioeconomic status); and (2) Is considered small for the size standard under the North American Industry Classification System (NAICS) code the prime contractor assigned to the subcontract.

(c) Applicability. This clause applies only to-(1) Contracts that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(2) Part or parts of a multiple-award contract that have been set aside for any of the small business concerns identified in 19.000(a)(3);

(3) Contracts that have been awarded on a sole-source basis in accordance with subparts 19.8, 19.13, 19.14, and 19.15; (4) Orders expected to exceed the simplified acquisition threshold and that are-(i) Set aside for small business concerns under multiple-award contracts, as described in 8.405-5 and 16.505(b)(2)(i)(F); or (ii) Issued directly to small business concerns under multiple-award contracts as described in 19.504(c)(1)(ii);

31310025C0018 Page 75 (5) Orders, regardless of dollar value, that are-(i) Set aside in accordance with subparts 19.8, 19.13, 19.14, or 19.15 under multiple-award contracts, as described in 8.405-5 and 16.505(b)(2)(i)(F); or (ii) Issued directly to concerns that qualify for the programs described in subparts 19.8, 19.13, 19.14, or 19.15 under multiple-award contracts, as described in 19.504(c)(1)(ii); and (6) Contracts using the HUBZone price evaluation preference to award to a HUBZone small business concern unless the concern waived the evaluation preference.

(d) Independent contractors. An independent contractor shall be considered a subcontractor.

(e) Limitations on subcontracting. By submission of an offer and execution of a contract, the Contractor agrees that in performance of a contract assigned a North American Industry Classification System (NAICS) code for-(1) Services (except construction), it will not pay more than 50 percent of the amount paid by the Government for contract performance to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 50 percent subcontract amount that cannot be exceeded. When a contract includes both services and supplies, the 50 percent limitation shall apply only to the service portion of the contract; (2) Supplies (other than procurement from a nonmanufacturer of such supplies),

it will not pay more than 50 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 50 percent subcontract amount that cannot be exceeded. When a contract includes both supplies and services, the 50 percent limitation shall apply only to the supply portion of the contract; (3) General construction, it will not pay more than 85 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 85 percent subcontract amount that cannot be exceeded; or (4) Construction by special trade contractors, it will not pay more than 75 percent of the amount paid by the Government for contract performance, excluding the cost of materials, to subcontractors that are not similarly situated entities. Any work that a similarly situated entity further subcontracts will count towards the prime contractor's 75 percent subcontract amount that cannot be exceeded.

(f) The Contractor shall comply with the limitations on subcontracting as follows:

31310025C0018 Page 76 (1) For contracts, in accordance with paragraphs (c)(1), (2), (3) and (6) of this clause-

[Contracting Officer check as appropriate.]

[X] By the end of the base term of the contract and then by the end of each subsequent option period; or

[ ] By the end of the performance period for each order issued under the contract.

(2) For orders, in accordance with paragraphs (c)(4) and (5) of this clause, by the end of the performance period for the order.

(g) A joint venture agrees that, in the performance of the contract, the applicable percentage specified in paragraph (e) of this clause will be performed by the aggregate of the joint venture participants.

(1) In a joint venture comprised of a small business protégé and its mentor approved by the Small Business Administration, the small business protégé shall perform at least 40 percent of the work performed by the joint venture. Work performed by the small business protégé in the joint venture must be more than administrative functions.

(2) In an 8(a) joint venture, the 8(a) participant(s) shall perform at least 40 percent of the work performed by the joint venture. Work performed by the 8(a) participants in the joint venture must be more than administrative functions.

(End of clause)

I.37 52.219-28 POSTAWARD SMALL BUSINESS PROGRAM REREPRESENTATION. (JAN 2025)

(a) Definitions. As used in this clause-Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.

Small business concern-(1) Means a concern, including its affiliates, that is independently owned and operated, not dominant in its field of operation, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (d) of this clause.

(2) Affiliates, as used in this definition, means business concerns, one of whom directly or indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining

31310025C0018 Page 77 whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13 CFR 121.103.

(b) If the Contractor represented that it was any of the small business concerns identified in 19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) of this clause, upon occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

(3) For long-term contracts-(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and (ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter.

(c) If the Contractor represented its status as any of the small business concerns identified at 19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) of this clause, for the NAICS code assigned to an order (except that paragraphs (c)(1) through (3) of this clause do not apply to an order issued under a Federal Supply Schedule contract at subpart 8.4)-

(1) Set aside exclusively for a small business concern identified at 19.000(a)(3) that is issued under an unrestricted multiple-award contract, unless the order is issued under the reserved portion of an unrestricted multiple-award contract (e.g., an order set aside for a woman-owned small business under a multiple-award contract that is not set-aside, unless the order is issued under the reserved portion of the multiple-award contract);

(2) Issued under a multiple-award contract set aside for small businesses that is further set aside for a specific socioeconomic category that differs from the underlying multiple-award contract (e.g., an order set aside for a HUBZone small business concern under a multiple-award contract that is set aside for small businesses);

(3) Issued under the part of the multiple-award contract that is set aside for small businesses that is further set aside for a specific socioeconomic category that differs from the underlying set-aside part of the multiple-award contract (e.g., an order set aside for a WOSB concern under the part of the multiple-award contract that is partially set aside for small businesses); and

31310025C0018 Page 78 (4) When the Contracting Officer explicitly requires it for an order issued under a multiple-award contract, including for an order issued under a Federal Supply Schedule contract (see 8.405-5(b) and 19.301-2(b)(2)).

(d) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code(s) assigned to this contract. The small business size standard corresponding to this NAICS code(s) can be found at https://www.sba.gov/document/support--table-size-standards.

(e) The small business size standard for a Contractor providing an end item that it does not manufacture, process, or produce itself, for a contract other than a construction or service contract, is 500 employees, or 150 employees for information technology value-added resellers under NAICS code 541519, if the acquisition-(1) Was set aside for small business and has a value above the simplified acquisition threshold; (2) Used the HUBZone price evaluation preference regardless of dollar value, unless the Contractor waived the price evaluation preference; or (3) Was an 8(a), HUBZone, service-disabled veteran-owned, economically disadvantaged women-owned, or women-owned small business set-aside or sole-source award regardless of dollar value.

(f) Except as provided in paragraph (h) of this clause, the Contractor shall make the representation(s) required by paragraphs (b) and (c) of this clause by validating or updating all its representations in the Representations and Certifications section of the System for Award Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the Contractor's current status. The Contractor shall notify the contracting officer in writing within the timeframes specified in paragraph (b) of this clause, or with its offer for an order (see paragraph (c) of this clause), that the data have been validated or updated, and provide the date of the validation or update.

(g) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (f) or (h) of this clause.

(h) If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:

(1) The Contractor represents that it [ ] is, [ ] is not a small business concern under NAICS Code 541990 assigned to contract number TBD.

(2) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it [ ] is,

[ ] is not, a small disadvantaged business concern as defined in 13 CFR 124.1001.

31310025C0018 Page 79 (3) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it [ ] is,

[ ] is not a women-owned small business concern.

(4) Women-owned small business (WOSB) joint venture eligible under the WOSB Program. The Contractor represents that it [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR 127.506(a) through (c). [The Contractor shall enter the name and unique entity identifier of each party to the joint venture: [ ].]

(5) Economically disadvantaged women-owned small business (EDWOSB) joint venture. The Contractor represents that it [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR 127.506(a) through (c). [The Contractor shall enter the name and unique entity identifier of each party to the joint venture: [ ].]

(6) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it [ ] is,

[ ] is not a veteran-owned small business concern.

(7) [Complete only if the Contractor represented itself as a veteran-owned small business concern in paragraph (h)(6) of this clause.] The Contractor represents that it [ ] is, [ ] is not a service-disabled veteran-owned small business concern.

(8) Service-disabled veteran-owned small business (SDVOSB) joint venture eligible under the SDVOSB Program. The Contractor represents that it [ ] is, [ ] is not an SDVOSB joint venture eligible under the SDVOSB Program that complies with the requirements of 13 CFR 128.402. [The Contractor shall enter the name and unique entity identifier of each party to the joint venture: [ ].]

(9) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that-(i) It [ ] is, [ ] is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material changes in ownership and control, principal office, or HUBZone employee percentage have occurred since it was certified in accordance with 13 CFR part 126; and (ii) It [ ] is, [ ] is not a HUBZone joint venture that complies with the requirements of 13 CFR part 126, and the representation in paragraph (h)(8)(i) of this clause is accurate for each HUBZone small business concern participating in the HUBZone joint venture. [The Contractor shall enter the names of each of the HUBZone small business concerns participating in the HUBZone joint venture: [ ].] Each HUBZone small business concern participating in the HUBZone joint venture shall submit a separate signed copy of the HUBZone representation.

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

31310025C0018 Page 80 (End of clause)

I.38 52.222-19 CHILD LABOR - COOPERATION WITH AUTHORITIES AND REMEDIES.

(JAN 2025)

I.39 52.222-35 EQUAL OPPORTUNITY FOR VETERANS. (JUN 2020)

(a) Definitions. As used in this clause-

"Active duty wartime or campaign badge veteran," "Armed Forces service medal veteran," "disabled veteran," "protected veteran," "qualified disabled veteran," and "recently separated veteran" have the meanings given at Federal Acquisition Regulation (FAR) 22.1301.

(b) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-300.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified protected veterans, and requires affirmative action by the Contractor to employ and advance in employment qualified protected veterans.

(c) Subcontracts. The Contractor shall insert the terms of this clause in subcontracts valued at or above the threshold specified in FAR 22.1303(a) on the date of subcontract award, unless exempted by rules, regulations, or orders of the Secretary of Labor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

(End of clause)

I.40 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES. (JUN 2020)

(a) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-741.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by the Contractor to employ and advance in employment qualified individuals with disabilities.

(b) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order in excess of the threshold specified in Federal Acquisition Regulation (FAR) 22.1408(a) on the date of subcontract award, unless exempted by rules, regulations, or orders of the Secretary, so that such provisions will be binding upon each subcontractor or vendor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs of the U.S. Department of Labor, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

(End of clause)

I.41 52.222-37 EMPLOYMENT REPORTS ON VETERANS. (JUN 2020)

31310025C0018 Page 81 I.42 52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT. (DEC 2010)

(a) During the term of this contract, the Contractor shall post an employee notice, of such size and in such form, and containing such content as prescribed by the Secretary of Labor, in conspicuous places in and about its plants and offices where employees covered by the National Labor Relations Act engage in activities relating to the performance of the contract, including all places where notices to employees are customarily posted both physically and electronically, in the languages employees speak, in accordance with 29 CFR 471.2(d) and (f).

(1) Physical posting of the employee notice shall be in conspicuous places in and about the Contractor's plants and offices so that the notice is prominent and readily seen by employees who are covered by the National Labor Relations Act and engage in activities related to the performance of the contract.

(2) If the Contractor customarily posts notices to employees electronically, then the Contractor shall also post the required notice electronically by displaying prominently, on any Web site that is maintained by the Contractor and is customarily used for notices to employees about terms and conditions of employment, a link to the Department of Labor's Web site that contains the full text of the poster. The link to the Department's Web site, as referenced in (b)(3) of this section, must read, "Important Notice about Employee Rights to Organize and Bargain Collectively with Their Employers."

(b) This required employee notice, printed by the Department of Labor, may be -

(1) Obtained from the Division of Interpretations and Standards, Office of Labor-Management Standards, U.S. Department of Labor, 200 Constitution Avenue, NW., Room N-5609, Washington, DC 20210, (202) 693-0123, or from any field office of the Office of Labor-Management Standards or Office of Federal Contract Compliance Programs; (2) Provided by the Federal contracting agency if requested; (3) Downloaded from the Office of Labor-Management Standards Web site at http://www.dol.gov/olms/regs/compliance/EO13496.htm; or (4) Reproduced and used as exact duplicate copies of the Department of Labor's official poster.

(c) The required text of the employee notice referred to in this clause is located at Appendix A, Subpart A, 29 CFR Part 471.

(d) The Contractor shall comply with all provisions of the employee notice and related rules, regulations, and orders of the Secretary of Labor.

(e) In the event that the Contractor does not comply with the requirements set forth in paragraphs (a) through (d) of this clause, this contract may be terminated or suspended in whole or in part, and the Contractor may be suspended or debarred in accordance with 29 CFR 471.14 and subpart 9.4. Such other sanctions or remedies may be imposed

31310025C0018 Page 82 as are provided by 29 CFR part 471, which implements Executive Order 13496 or as otherwise provided by law.

(f) Subcontracts. (1) The Contractor shall include the substance of this clause, including this paragraph (f), in every subcontract that exceeds $10,000 and will be performed wholly or partially in the United States, unless exempted by the rules, regulations, or orders of the Secretary of Labor issued pursuant to section 3 of Executive Order 13496 of January 30, 2009, so that such provisions will be binding upon each subcontractor.

(2) The Contractor shall not procure supplies or services in a way designed to avoid the applicability of Executive Order 13496 or this clause.

(3) The Contractor shall take such action with respect to any such subcontract as may be directed by the Secretary of Labor as a means of enforcing such provisions, including the imposition of sanctions for noncompliance.

(4) However, if the Contractor becomes involved in litigation with a subcontractor, or is threatened with such involvement, as a result of such direction, the Contractor may request the United States, through the Secretary of Labor, to enter into such litigation to protect the interests of the United States.

(End of clause)

I.43 52.222-50 COMBATING TRAFFICKING IN PERSONS. (NOV 2021)

I.44 52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION. (JAN 2025)

I.45 52.224-1 PRIVACY ACT NOTIFICATION. (APR 1984)

I.46 52.224-2 PRIVACY ACT. (APR 1984)

I.47 52.225-1 BUY AMERICAN - SUPPLIES. (OCT 2022)

I.48 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES. (FEB 2021)

I.49 52.225-14 INCONSISTENCY BETWEEN ENGLISH VERSION AND TRANSLATION OF CONTRACT. (FEB 2000)

I.50 52.227-1 AUTHORIZATION AND CONSENT. (JUN 2020)

I.51 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT. (JUN 2020)

I.52 52.227-14 RIGHTS IN DATA-GENERAL. (MAY 2014)

I.53 52.227-16 ADDITIONAL DATA REQUIREMENTS. (JUN 1987)

I.54 52.227-17 RIGHTS IN DATA--SPECIAL WORKS. (DEC 2007)

I.55 52.232-7 PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR CONTRACTS. (NOV 2021)

31310025C0018 Page 83 The Government will pay the Contractor as follows upon the submission of vouchers approved by the Contracting Officer or the authorized representative:

(a) Hourly rate. (1) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are-(i) Performed by the Contractor; (ii) Performed by the subcontractors; or (iii) Transferred between divisions, subsidiaries, or affiliates of the Contractor under a common control.

(2) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the Schedule by the number of direct labor hours performed.

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

(4) The hourly rates shall include wages, indirect costs, general and administrative expense, and profit. Fractional parts of an hour shall be payable on a prorated basis.

(5) Vouchers may be submitted not more than once every two weeks, to the Contracting Officer or authorized representative. A small business concern may receive more frequent payments than every two weeks. The Contractor shall substantiate vouchers (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment and by-(i) Individual daily job timekeeping records; (ii) Records that verify the employees meet the qualifications for the labor categories specified in the contract; or (iii) Other substantiation approved by the Contracting Officer.

(6) Promptly after receipt of each substantiated voucher, the Government shall, except as otherwise provided in this contract, and subject to the terms of paragraph (e) of this clause, pay the voucher as approved by the Contracting Officer or authorized representative.

(7) Unless otherwise prescribed in the Schedule, the Contracting Officer may unilaterally issue a contract modification requiring the Contractor to withhold amounts from its billings until a reserve is set aside in an amount that the Contracting Officer considers necessary to protect the Government's interests.

The Contracting Officer may require a withhold of 5 percent of the amounts due

31310025C0018 Page 84 under paragraph (a) of this clause, but the total amount withheld for the contract shall not exceed $50,000. The amounts withheld shall be retained until the Contractor executes and delivers the release required by paragraph (g) of this clause.

(8) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis. If no overtime rates are provided in the Schedule and overtime work is approved in advance by the Contracting Officer, overtime rates shall be negotiated. Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract. If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(b) Materials. (1) For the purposes of this clause-(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) Materials means-(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the Contractor under a common control; (B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract; (C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.); and (D) Applicable indirect costs.

(2) If the Contractor furnishes its own materials that meet the definition of a commercial product or commercial service in Federal Acquisition Regulation (FAR) 2.101, the price to be paid for such materials shall not exceed the Contractor's established catalog or market price, adjusted to reflect the-(i) Quantities being acquired; and (ii) Actual cost of any modifications necessary because of contract requirements.

(3) Except as provided for in paragraph (b)(2) of this clause, the Government will reimburse the Contractor for allowable cost of materials provided the Contractor-(i) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

31310025C0018 Page 85 (ii) Ordinarily makes these payments within 30 days of the submission of the Contractor's payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(4) Payment for materials is subject to the Allowable Cost and Payment clause of this contract. The Contracting Officer will determine allowable costs of materials in accordance with FAR subpart 31.2 in effect on the date of this contract.

(5) The Contractor may include allocable indirect costs and other direct costs to the extent they are-(i) Comprised only of costs that are clearly excluded from the hourly rate; (ii) Allocated in accordance with the Contractor's written or established accounting practices; and (iii) Indirect costs are not applied to subcontracts that are paid at the hourly rates.

(6) To the extent able, the Contractor shall-(i) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and (ii) Take all cash and trade discounts, rebates, allowances, credits, salvage, commissions, and other benefits. When unable to take advantage of the benefits, the Contractor shall promptly notify the Contracting Officer and give the reasons. The Contractor shall give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that have accrued to the benefit of the Contractor, or would have accrued except for the fault or neglect of the Contractor. The Contractor shall not deduct from gross costs the benefits lost without fault or neglect on the part of the Contractor, or lost through fault of the Government.

(7) Except as provided for in 31.205-26(e) and (f), the Government will not pay profit or fee to the prime Contractor on materials.

(c) If the Contractor enters into any subcontract that requires consent under the clause at 52.244-2, Subcontracts, without obtaining such consent, the Government is not required to reimburse the Contractor for any costs incurred under the subcontract prior to the date the Contractor obtains the required consent. Any reimbursement of subcontract costs incurred prior to the date the consent was obtained shall be at the sole discretion of the Government.

(d) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule, and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that

31310025C0018 Page 86 will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during performing this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performing this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract.

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

(f) Audit. At any time before final payment under this contract, the Contracting Officer may request audit of the vouchers and supporting documentation. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding vouchers, that are found by the Contracting Officer or authorized representative not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. Upon receipt and approval of the voucher designated by the Contractor as the "completion voucher" and supporting documentation, and upon compliance by the Contractor with all terms of this contract (including, without limitation, terms relating to patents and the terms of paragraph (g) of this clause), the Government shall promptly pay any balance due the Contractor. The completion voucher, and supporting documentation, shall be submitted by the Contractor as promptly as practicable following completion of the work under this contract, but in no event later than 120 days (or such longer period as the Contracting Officer may approve in writing) from the date of completion.

(g) Assignment and Release of Claims. The Contractor, and each assignee under an assignment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, a release discharging the Government, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions:

(1) Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible of exact statement by the Contractor.

31310025C0018 Page 87 (2) Claims, together with reasonable incidental expenses, based upon the liabilities of the Contractor to third parties arising out of performing this contract, that are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than 6 years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier.

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

(h) Interim payments on contracts for other than services. (1) Interim payments made prior to the final payment under the contract are contract financing payments. Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act.

(2) The designated payment office will make interim payments for contract financing on the 30th day after the designated billing office receives a proper payment request. In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

(i) Interim payments on contracts for services. For interim payments made prior to the final payment under this contract, 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.

(End of Clause)

I.56 52.232-17 INTEREST. (MAY 2014)

I.57 52.232-18 AVAILABILITY OF FUNDS. (APR 1984)

I.58 52.232-23 ASSIGNMENT OF CLAIMS. (MAY 2014)

I.59 52.232-25 PROMPT PAYMENT. (JAN 2017)

I.60 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS. (JUN 2013)

I.61 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS. (MAR 2023)

I.62 52.233-1 DISPUTES. (MAY 2014)

I.63 52.233-3 PROTEST AFTER AWARD. (AUG 1996)

I.64 52.237-3 CONTINUITY OF SERVICES. (JAN 1991)

31310025C0018 Page 88 I.65 52.242-1 NOTICE OF INTENT TO DISALLOW COSTS. (APR 1984)

I.66 52.242-3 PENALTIES FOR UNALLOWABLE COSTS. (DEC 2022)

I.67 52.242-13 BANKRUPTCY. (JUL 1995)

I.68 52.243-3 CHANGES - TIME-AND-MATERIALS OR LABOR-HOURS. (SEP 2000)

I.69 52.244-2 SUBCONTRACTS. (JUN 2020)

(a) Definitions. As used in this clause-Approved purchasing system means a Contractor's purchasing system that has been reviewed and approved in accordance with Part 44 of the Federal Acquisition Regulation (FAR).

Consent to subcontract means the Contracting Officer's written consent for the Contractor to enter into a particular subcontract.

Subcontract means any contract, as defined in FAR Subpart 2.1, entered into by a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(b) When this clause is included in a fixed-price type contract, consent to subcontract is required only on unpriced contract actions (including unpriced modifications or unpriced delivery orders), and only if required in accordance with paragraph (c) or (d) of this clause.

(c) If the Contractor does not have an approved purchasing system, consent to subcontract is required for any subcontract that-(1) Is of the cost-reimbursement, time-and-materials, or labor-hour type; or (2) Is fixed-price and exceeds-(i) For a contract awarded by the Department of Defense, the Coast Guard, or the National Aeronautics and Space Administration, the greater of the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award, or 5 percent of the total estimated cost of the contract; or (ii) For a contract awarded by a civilian agency other than the Coast Guard and the National Aeronautics and Space Administration, either the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award, or 5 percent of the total estimated cost of the contract.

(d) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting Officer's written consent before placing the following subcontracts:

All Subcontractors

31310025C0018 Page 89 (e)(1) The Contractor shall notify the Contracting Officer reasonably in advance of placing any subcontract or modification thereof for which consent is required under paragraph (b), (c), or (d) of this clause, including the following information:

(i) A description of the supplies or services to be subcontracted.

(ii) Identification of the type of subcontract to be used.

(iii) Identification of the proposed subcontractor.

(iv) The proposed subcontract price.

(v) The subcontractor's current, complete, and accurate certified cost or pricing data and Certificate of Current Cost or Pricing Data, if required by other contract provisions.

(vi) The subcontractor's Disclosure Statement or Certificate relating to Cost Accounting Standards when such data are required by other provisions of this contract.

(vii) A negotiation memorandum reflecting-(A) The principal elements of the subcontract price negotiations; (B) The most significant considerations controlling establishment of initial or revised prices; (C) The reason certified cost or pricing data were or were not required; (D) The extent, if any, to which the Contractor did not rely on the subcontractor's certified cost or pricing data in determining the price objective and in negotiating the final price; (E) The extent to which it was recognized in the negotiation that the subcontractor's certified cost or pricing data were not accurate, complete, or current; the action taken by the Contractor and the subcontractor; and the effect of any such defective data on the total price negotiated; (F) The reasons for any significant difference between the Contractor's price objective and the price negotiated; and (G) A complete explanation of the incentive fee or profit plan when incentives are used. The explanation shall identify each critical performance element, management decisions used to quantify each incentive element, reasons for the incentives, and a summary of all trade-off possibilities considered.

31310025C0018 Page 90 (2) The Contractor is not required to notify the Contracting Officer in advance of entering into any subcontract for which consent is not required under paragraph (b), (c), or (d) of this clause.

(f) Unless the consent or approval specifically provides otherwise, neither consent by the Contracting Officer to any subcontract nor approval of the Contractor's purchasing system shall constitute a determination-(1) Of the acceptability of any subcontract terms or conditions; (2) Of the allowability of any cost under this contract; or (3) To relieve the Contractor of any responsibility for performing this contract.

(g) No subcontract or modification thereof placed under this contract shall provide for payment on a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in FAR 15.404-4(c)(4)(i).

(h) The Contractor shall give the Contracting Officer immediate written notice of any action or suit filed and prompt notice of any claim made against the Contractor by any subcontractor or vendor that, in the opinion of the Contractor, may result in litigation related in any way to this contract, with respect to which the Contractor may be entitled to reimbursement from the Government.

(i) The Government reserves the right to review the Contractor's purchasing system as set forth in FAR Subpart 44.3.

(j) Paragraphs (c) and (e) of this clause do not apply to the following subcontracts, which were evaluated during negotiations:

To be incorporated into resultant contract.

(End of clause)

I.70 52.244-5 COMPETITION IN SUBCONTRACTING. (AUG 2024)

I.71 52.244-6 SUBCONTRACTS FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES. (JAN 2025)

I.72 52.245-1 GOVERNMENT PROPERTY. (SEP 2021)

I.73 52.245-9 USE AND CHARGES. (APR 2012)

I.74 52.246-23 LIMITATION OF LIABILITY. (FEB 1997)

I.75 52.246-25 LIMITATION OF LIABILITY - SERVICES. (FEB 1997)

I.76 52.248-1 VALUE ENGINEERING. (JUN 2020)

I.77 52.249-6 TERMINATION (COST-REIMBURSEMENT). (MAY 2004) - ALTERNATE IV (SEP 1996)

31310025C0018 Page 91 I.78 52.249-14 EXCUSABLE DELAYS. (APR 1984)

(a) Except for defaults of subcontractors at any tier, the Contractor shall not be in default because of any failure to perform this contract under its terms if the failure arises from causes beyond the control and without the fault or negligence of the Contractor.

Examples of these causes are (1) acts of God or of the public enemy, (2) acts of the Government in either its sovereign or contractual capacity, (3) fires, (4) floods, (5) epidemics, (6) quarantine restrictions, (7) strikes, (8) freight embargoes, and (9) unusually severe weather. In each instance, the failure to perform must be beyond the control and without the fault or negligence of the Contractor. Default includes failure to make progress in the work so as to endanger performance.

(b) If the failure to perform is caused by the failure of a subcontractor at any tier to perform or make progress, and if the cause of the failure was beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either, the Contractor shall not be deemed to be in default, unless -

(1) The subcontracted supplies or services were obtainable from other sources; (2) The Contracting Officer ordered the Contractor in writing to purchase these supplies or services from the other source; and (3) The Contractor failed to comply reasonably with this order.

(c) Upon request of the Contractor, the Contracting Officer shall ascertain the facts and extent of the failure. If the Contracting Officer determines that any failure to perform results from one or more of the causes above, the delivery schedule shall be revised, subject to the rights of the Government under the termination clause of this contract.

(End of clause)

I.79 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/browse/index/far https://www.nrc.gov/about-nrc/contracting/48cfr-ch20.html (End of clause)

I.80 52.253-1 COMPUTER GENERATED FORMS. (JAN 1991)

31310025C0018 Page 92 J - List of Documents, Exhibits and Other Attachments Attachment Number Title Date 1

31310025C0018 Attachment No. 1 Organizational Conflict of Interest 09/04/2025 2

31310025C0018 Attachment No. 2 Monthly Letter Status Report (MLSR) Instructions & Template 09/04/2025 3

31310025C0018 Attachment No. 3 NRC 187 09/04/2025 4

31310025C0018 Attachment No. 4 NRC 445 09/04/2025 5

31310025C0018 Attachment No. 5 NRC 447 09/04/2025 6

31310025C0018 Attachment No. 6 Work Order Form 09/04/2025 7

Sample Invoice_Voucher for Labor Hour or Time and Materials Type Contract 09/04/2025

ML25252A228

Text

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