ML19270H436

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Contract No. 31310019C0026
ML19270H436
Person / Time
Issue date: 09/24/2019
From: Jill Daly
Acquisition Management Division
To:
References
31310019C0026
Download: ML19270H436 (59)
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SECTION B - Supplies or Services/Prices ........................................................................4 B.1 BRIEF PROJECT TITLE AND WORK DESCRIPTION..........................................4 B.2 CONSIDERATION AND OBLIGATION- TIME-AND-MATERIALS CONTRACT (AUG 2011) ...................................................................................................................4 B.3 CONSIDERATION AND OBLIGATION-FIRM-FIXED-PRICE................................4 B.4 PRICE/COST SCHEDULE .....................................................................................5 SECTION B.5 DESCRIPTION/SPECIFICATIONS/WORK STATEMENT ........................7 SECTION C - Contract Clauses .....................................................................................19 C.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE. (FEB 1998)..............19 C.2 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS.

(OCT 2018)..................................................................................................................19 C.3 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS.

(OCT 2018) - ALTERNATE I (JAN 2017) ...................................................................25 C.4 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS - COMMERCIAL ITEMS. (MAY 2019) ........37 C.5 52.217-8 OPTION TO EXTEND SERVICES. (NOV 1999) ...................................46 C.6 2052.215-70 KEY PERSONNEL. (JAN 1993)......................................................46 C.7 2052.215-71 PROJECT OFFICER AUTHORITY. (OCT 1999) - ALTERNATE I (OCT 1999)..................................................................................................................47 C.8 2052.215-78 TRAVEL APPROVALS AND REIMBURSEMENT (OCT 1999) -

ALTERNATE I (OCT 1999) .........................................................................................48 C.9 GREEN PURCHASING (SEP 2015).....................................................................48 C.10 REGISTRATION IN FEDCONNECT (JULY 2014) ..........................................49 C.11 COMPLIANCE WITH SECTION 508 OF THE REHABILITATION ACT OF 1973, AS AMENDED (SEP 2013) .........................................................................................49 C.12 USE OF AUTOMATED CLEARING HOUSE (ACH) ELECTRONIC PAYMENT/REMITTANCE ADDRESS ........................................................................51 C.13 WHISTLEBLOWER PROTECTION FOR NRC CONTRACTOR AND SUBCONTRACTOR EMPLOYEES ............................................................................51 C.14 SECURITY REQUIREMENTS RELATING TO THE PRODUCTION OF REPORTS OR THE PUBLICATION OF RESULTS UNDER CONTRACTS, AGREEMENTS, AND GRANTS (JUL 2016) ..............................................................51 C.15 COMPLIANCE WITH U.S. IMMIGRATION LAWS AND REGULATIONS.........52 C.16 ANNUAL AND FINAL CONTRACTOR PERFORMANCE EVALUATIONS ......53 C.18 ELECTRONIC PAYMENT (DEC 2017) ..............................................................54 C.19 PERIOD OF PERFORMANCE ...........................................................................54 C.20 PLACE OF DELIVERY-REPORTS ....................................................................54 C.21 INSPECTION AND ACCEPTANCE BY THE NRC (SEP 2013).........................55 C.22 BRANDING.........................................................................................................55 C.23 PACKAGING AND MARKING ...........................................................................55 SECTION D - List of Documents, Exhibits and Other Attachments ................................56 Page 3

B.4 PRICE/COST SCHEDULE Period of Performance: September 30, 2019 through September 29, 2024

  • The government will pay up to the rates specified in the Government Federal Travel Regulations (FTR) for travel destination. All travel must be approved in advance by the NRC Contracting Officers Representative (COR). Hotel reservations, estimated cost for travel, rental car, and other expenses that may incurred in connection with tasks shall be made by the contractor, and will be reimbursed for actual allowable costs, with back-up documentation/receipts attached to the submitted invoices. NO PAYMENT WILL BE MADE WITHOUT BACKUP DOCUMENTATION/RECEIPTS.

TOTAL CEILING PRICE: $268,400.00 Page 5

SECTION B.5 DESCRIPTION/SPECIFICATIONS/WORK STATEMENT STATEMENT OF WORK (Completion-type) 1 Title of Project Non-Destructive Examination (NDE) Training 2 Background The U.S. Nuclear Regulatory Commission (NRC) inspects licensed nuclear facilities and their construction and operations (licensed activities) as part of its public health and safety mission. The purpose of these inspections is to verify that the licensed activities are conducted safely and in accordance with federal regulations.

In support of this mission, the NRCs Office of the Chief Human Capital Officer (OCHCO) conducts a program of training designed to give NRC staff technical information and hands-on experience in the area of Non-Destructive Examination (NDE) technology. The courses to be presented shall improve the NRC staffs ability to conduct in-depth inspections and design reviews of NRC-licensed facilities to determine whether or not applicable codes and standards are met.

3 Objective The objective of this contract is to obtain expert technical assistance from the Contractor to prepare for and conduct the NDE Technology and Codes and Welding and NDE Overview courses. The training shall be conducted at the Contractors facility.

This objective will be accomplished by the Contractor updating/revising the existing course materials as necessary to ensure they reflect current industry standards and regulatory requirements, and conducting the two week, NRC training course entitled, NDE Technology and Codes, which provides NRC personnel with: a working knowledge of ultrasonic, radiographic, liquid penetrant, and magnetic particle testing; the ability to perform technical evaluations of licensee and licensee contractor performance in these areas; and knowledge of the applicable codes and standards related to nuclear industry applications of NDE inspection activities. At a minimum, the topics listed in , Sample Course Outline should be covered during the presentation of the course.

The objective will also be accomplished by the Contractor updating/revising the existing course materials as necessary to ensure that they reflect current industry standards and regulatory requirements, and conducting the one week, NRC training course entitled, Welding and NDE Overview, which aids NRC personnel in maintaining a general familiarity with metallurgy, welding, and NDE technologies including: welding fabrication, Page 7

welding processes, welding inspection, ultrasonic testing, radiographic testing, eddy current testing, liquid penetrant testing, and magnetic particle testing. Additionally, this course provides NRC personnel with knowledge of the applicable codes and standards relative to these technologies and relied upon during the technical evaluation and inspection of licensee and licensee contractor activities. At a minimum, the topics listed in Attachment 1, Sample Course Outline should be covered during the presentation of the course.

4 Scope of Work/Tasks The Contractor shall furnish qualified personnel, facilities, and services to update/revise and conduct the NDE Technology and Codes and Welding and NDE Overview training courses as required by the NRC via issuance of delivery orders, which are communicated to the Contractor by the Contracting Officers Representative (COR). An example delivery order is provided in Attachment 2 - Sample Delivery Order Form. The Contractor shall update/revise and maintain training materials and presentations that are reflective of current industry standards and regulatory requirements for each offering of the respective courses.

Course presentations shall pertain to how NDE and Welding technologies are used in United States (US) commercial nuclear power plants in order to test and determine associated code requirements are met for power plant systems and components that are needed to ensure overall safe operation as required by Federal regulations.

The Contractor shall accomplish course objectives through a combination of lectures, discussions, videos, pictures, demonstrations, and field exercises providing hands-on experience in the various aspects of NDE.

The following paragraphs describe the tasks to be accomplished under this contract.

This contract does not authorize the Contractor to perform consulting services with the NRC related to NDE and/or welding. This contract is limited to providing training and the update/revision of training materials related to the topics covered within the scope of this contract.

4.1 Task 1 - Participate in a Post-Award Meeting The Contractor shall participate in a post-award meeting with the COR and designated NRC management and/or technical representatives. The meeting may take place at the NRC Technical Training Center (TTC) located in Chattanooga, TN or other location designated by the COR (e.g. Contractors facility) or via alternative methods, i.e teleconference, video conference (if capable), etc. The purpose of the meeting is to discuss the course outline, lesson objectives, material preparation, and classroom and laboratory facilities. The date, location, and method for this meeting shall be mutually agreed upon by the Contractor and the COR in accordance with the Contract Delivery Schedule specified in SOW Section 6. This meeting may be cancelled or rescheduled by mutual agreement of the COR and the Contractor.

Within seven (7) calendar days after attending the Post Award meeting, the Contractor shall prepare a written summary of the meeting (in MS Word format) and submit it to the Page 8

COR (via email is acceptable.) The written summary shall include the following items at a minimum:

Identification of meeting participants from NRC and Contractor; Meeting minutes that clearly describe the discussions that took place at the meeting; List of any action items 4.2 Task 2 - Update / Revise NDE Technology and Codes and Welding and NDE Overview Courses The current NRC-owned course materials will be provided to the Contractor by the NRC Contracting Officers Representative (COR) within thirty (30) calendar days of award of this contract. These course materials consist of the following:

1. Microsoft PowerPoint presentations used to conduct previous offerings of NDE Technology and Codes. These presentations currently serve as the instructor and student manuals. Instructor notes for conducting the training are included in the copy of the instructor manual.
2. Microsoft PowerPoint presentations used to conduct previous offerings of Welding and NDE Overview. These presentations currently serve as the instructor and student manuals. Instructor notes for conducting the training are included in the copy of the instructor manual.
3. Student manual used for previous offerings of NDE Technology and Codes In pdf format.
4. NRC Human Resources Training and Development (HRTD) Operating Procedure 0408, HRTD Training Material Style Guide, which outlines the required formatting for the student / instructor manuals and course presentations required by this contract.

Main and subtopics covered by the existing NRC courses are provided in Attachment 1, Sample Course Outline.

The contractor shall review and become familiar with the current course materials. Prior to the first course offering and continuing throughout the duration of the contract, in the event of new regulatory requirements or significant changes to industry standards, the course materials shall be updated at the request of the COR via a delivery order. For significant changes to industry standards related to the course content, it is expected that the Contractor notify the COR that changes need to be made to the course materials to reflect the updated standards. Changes in, additions to, or deviations from the topics listed in Attachment 1 are permitted. However, the content of the course topics and their layout shall be approved by the COR. The Contractor shall receive approval from the COR prior to making any course content changes, additions, and/or deviations.

Subtask 2.1 - Update/Revise Training Course Outlines The Contractor shall update/revise the existing training course outlines (see Attachment 1, Sample Course Outline.) The Contractor shall submit the draft revised course outlines to the COR for approval in accordance with the Contract Delivery Schedule specified in SOW Section 6. The Contractor shall correct any deficiencies as requested by the COR and resubmit the materials for review prior to acceptance as a completed deliverable under the contract.

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Subtask 2.2 - Update/Revise Student Manuals and Instructor Manuals

a. The Contractor shall update/revise the existing student manuals, and instructor manuals for the courses. Training materials shall be formatted in accordance with NRC Human Resources Training and Development (HRTD) Operating Procedure 0408, HRTD Training Material Style Guide, which is part of the Government Furnished Materials associated with this contract. Minimum requirements for these training materials are set forth below.
1. Student Manuals
a. The Contractor shall update/revise student manuals for use during the presentation of course materials. The student manuals shall include printed copies of slides and other visual aids required to present the courses. The Contractor shall provide one (1) master electronic copy of the student manual to the COR for review and approval. The Contractor shall also be responsible for reproducing the required number of hard-copy student manuals based on class offering enrollment (a maximum of 15 copies per course offering) and providing them to the students. It is acceptable for the student manuals to consist of printed versions of the course presentations (two slides per page with space for the students to take notes) as long as requirements (b) and (c) below are also met.
b. Learning objectives shall be stated at the beginning of each section or chapter.
c. The student manuals shall also include a Table of Contents, a glossary of common terms used during the course, and copies of relevant reference material (applicable codes / standards.) Short references (e.g. excerpts from applicable codes / standards) (approximately six pages or less) shall be included in the manual, while lengthy references shall be listed in a bibliography which provides the student with sufficient information to determine what issues the reference covers and where a copy may be obtained.
2. Instructor Manuals
a. The Contractor shall update/revise the instructor manual to supplement the student manual for each course. The Contractor shall provide one (1) master electronic copy of the instructor manual to the COR for review and approval. A Microsoft PowerPoint presentation may be used as a substitute if adequate instructor information is provided in the notes section (see Item vi. below);
b. The instructor manuals shall include, as a minimum:
i. Course outline; ii. Clearly defined learning objectives for each topic; iii. Copies of, or detailed descriptions for, visual aids used; iv. Detailed lesson plans indicating the manner in which the student materials will be presented by the instructor. The lesson plans shall include appropriate references to visual aids and other Page 10

materials required during the presentation and indicate when each is to be used during the presentation;

v. Detailed references to course references, codes, and standards; vi. The Contractor shall prepare the instructor manuals in sufficient detail to allow a qualified individual who has not previously conducted the course to present the course materials in an organized fashion.

The Contractor shall submit the draft revised manuals to the COR for review and approval in accordance with the Contract Delivery Schedule specified in SOW Section 6.

The Contractor shall correct any deficiencies as requested and resubmit the materials within fifteen (15) calendar days after receipt of the COR comments.

Subtask 2.3 - Finalize Course Outlines, Instructor Manuals, and Student Manuals Within sixty (60) calendar days after COR acceptance of the draft materials (described above under Subtask 2.2) by the COR, the Contractor shall submit to the COR a copy of the final course materials, including:

1. One (1) hard copy of the course outline for NDE Technology and Codes;
2. One (1) hard copy of the Student manual for NDE Technology and Codes;
3. One (1) hard copy of the Instructor manual for NDE Technology and Codes;
4. One (1) hard copy of any visual aids, which must be in color (slides, pictures, videos or other) for NDE Technology and Codes;
5. One (1) hard copy of the course outline for Welding and NDE Overview;
6. One (1) hard copy of the Student manual for Welding and NDE Overview;
7. One (1) hard copy of the Instructor manual for Welding and NDE Overview;
8. One (1) hard copy of any visual aids, which must be in color (slides, pictures, videos or other) for Welding and NDE Overview; and
9. One (1) electronic copy of items 1 through 8 4.3 Task 3 - Conduct NDE Technology and Codes and Welding and NDE Overview Training Courses The contractor shall use the latest materials developed under Task 2 to conduct training sessions. Depending on the needs of the NRC, a maximum of two (2) NDE Technology and Codes courses and one (1) Welding and NDE Overview course may be ordered during the first year (and each subsequent year) of the contract - specifically, a maximum of three (3) total course offerings per year.

Exact course dates shall be arranged between the COR and the Contractor and confirmed by written delivery order from the COR to the Contractor via email.

Historically, the NRC has requested one offering of each course per year. The course offerings are typically requested to be held in the spring (between April and June.)

The NRC may reschedule or cancel any session by written notification to the Contractor, no later than fourteen (14) calendar days prior to the scheduled course, without obligation to the government, The NDE Technology and Codes course shall be two weeks in duration. The Welding and NDE Overview course shall be one week in duration.

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The students who participate in this training will be employees of the NRC; and on occasion, as authorized by the COR, representatives of international regulatory agencies or others who may be permitted to attend. The COR shall be responsible for approving and coordinating attendance of any students that are not NRC employees.

Course presentations shall include a mixture of classroom presentations covering each of the topical areas listed on the sample course outline (Attachment 1). Additionally, the classroom presentations shall be supplemented with hands-on activities related to the content discussed. These hands-on activities shall include demonstrations of each of the NDE methods and welding techniques described in the classroom. The activities shall also cover proper equipment setup and operation as well as focus on how to properly inspect someone else performing each of the NDE methods / welding techniques.

The Contractor shall ensure that all of the training materials reflect current NRC policy, procedures, regulations, and guidance and industry standards at the time training is conducted.

The Contractor shall ensure that one copy of the most recent revision of the applicable published reference materials (i.e., texts, codes, etc.) is made available for use by each student during the courses. The Contractor shall obtain new reference materials if a substantial revision to the standard course material is made. The materials shall be retained by the Contractor for use in future course offerings. Appropriate substitutions may be made if approved by the COR in writing. These materials shall be the property of the NRC.

GENERAL INFORMATION

1. The class size for both courses shall be no more than 15 attendees per course offering. The COR or his/her designee may also attend to monitor the course, but shall be counted amongst the 15 attendees.
2. Student background and experience will vary. The Contractor shall not assume any prior student experience with NDE or welding.
3. Classes shall typically start at 8:00 AM and end at 5:00 PM. The course shall l have reasonable breaks every hour (e.g. ten minutes) and approximately one hour for lunch.
4. Training shall be conducted at the Contractors facility.
5. The contractor shall have each student sign the Student Roster at the start of each course offering.
6. Student Information Sheets shall be provided to each student at the start of each course offering. The contractor shall have the Student Information Sheets completed by the course attendees and the Contractor shall scan and email the completed forms to the COR at the end of the first day of the course.
7. The Contractor shall provide hard copy training materials for each student, including: a student manual; a copy of relevant industry standards and NRC documents (e.g. Regulatory Guides, Generic Communications, and policy documents) relevant to the subject matter, and a copy of relevant color visual aids used during the course presentations and not already provided in the student manual; applicable case histories; and all other handouts. The use of Page 12

handouts shall be kept to a minimum and shall represent material that could not be incorporated in the student manual prior to the start of the courses.

8. The COR will be responsible for preparing course announcements and registering students.
9. The Contractor shall ship course materials to the attendees following all course offerings, and all costs therein including packaging materials and shipping costs shall be the Contractors responsibility.
10. The NRC may supplement course offerings with presentations by NRC experts or invited guest speakers. These experts would be used to further amplify certain topics, and/or answer questions that may arise regarding NRC policy or procedures. Specific times for participation of these guest speakers shall be coordinated between the Contractor and the COR. If any portion of the course is taught by NRC experts or invited guest speakers, the NRC will furnish the training materials (e.g., texts, presentations and handouts, etc.) relating to the guest lectures.
11. The Contractor shall not accept or act upon any direction or tasking from anyone other than the COR or CO. If the Contractor is contacted by anyone else regarding performance of work orders under this contract, the Contractor shall refer the individual to the COR and notify the COR via email.
12. The COR may authorize the Contractor to discuss issues relating to the performance of work under this contract with other individuals. However, the COR shall not authorize any discussions concerning activities which are outside of the scope of this contract. No discussions between the Contractor and any other individual permitted by the COR shall involve the commitment of funds. The Contractor shall only initiate work upon written authorization by the COR via a delivery order. Any work not identified in the contract must be reviewed and approved by a written modification signed by the CO. If anyone else attempts to authorize such activity, the Contractor shall ignore the request and notify the COR and CO immediately, and request instructions as to how to proceed.
13. The Contractor shall not solicit materials or pre-decisional information from course attendees. All Contractor requests for materials shall be submitted to the COR in writing.
14. The Contractor shall provide travel directions to their respective training facility and a listing of nearby lodging available to the students. This shall be provided to the COR sixty (60) calendar days prior to the start of any ordered course offering.
15. The instructors shall be expected to:
a. Maintain control of the learning time so that the presentation of information, demonstrations, and hands-on activities remain organized and timely, key points and course objectives are met, and reasonable breaks are provided (e.g., 10 minutes every hour) within the overall course schedule.
b. Control distractions, such as questions that are of minimal interest to the class as a whole and that can be answered later and/or individually and see that they do not detract from the learning environment of the classroom.
c. Observe the effect of instruction on the class and reasonably attempt to clarify, provide examples, or in some way, direct the course to help correct problems and improve the participants opportunity to learn.
d. Solicit written feedback from the attendees related to the course (i.e. what was beneficial, any potential changes that should be considered, etc.)

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and provide that feedback to the COR via the Course Presentation Report described in Section 5.

5 Reporting Requirements Course Presentation Report The Contractor shall submit a Course Presentation Report to the COR in accordance with the Contract Delivery Schedule specified in SOW Section.6. The COR must acknowledge receipt and acceptance of the Course Presentation Report before the Contractors invoice is submitted to NRC for reimbursement for course presentation. The report shall contain the following:

1. A cover letter discussing course accomplishments, problems, corrective actions and recommendations for improvement. The recommendations shall address written student feedback from evaluations collected by the Contractor.
2. A summary of general student strengths and weaknesses.
3. Scanned copies of the completed Student Information Sheets, provided by the COR prior to any scheduled course offerings.

6 List of Deliverables All deliverables shall be submitted to the COR for final approval. The Contractor shall provide all course materials in both paper format (hard copy) and electronic format (DVD or email attachment) using Microsoft Office software compatible with that used by the COR (e.g., 2010 or newer). A copy of any videos to be used will also be provided to the COR in electronic format.

The Contractor shall provide contract deliverables as summarized in the following table.

Detailed descriptions of the deliverable requirements can be found in this Statement of Work (SOW) under the applicable Section #.

Section # Deliverable Due Date Format Submit to 4.1 (Task 1) Post Award Within 7 calendar Word COR Meeting Report days after Document attending Post Award Meeting 4.2 (Subtask Updated/Revised 45 calendar days Word COR 2.1) Training Course after Post Award Document Outlines Meeting 4.2 (Subtask Updated/Revised 45 calendar days Word COR 2.2) Student Manuals after the Subtask Document and Instructor 2.1 items are Manuals approved by the COR 4.2 (Subtask Final Course 60 calendar days Word COR 2.3) Outlines, Student after the Subtask Document, Manuals, and 2.2 items are PowerPoint Instructor approved by the Files (hard Manuals COR copy and Page 14

electronic versions) 4.3 (Task 3) Directions to 60 calendar days Word COR training facility / prior to any Document list of local ordered course (transmitted by lodging offering email) 5.1 Course 30 calendar days Word COR Presentation after completion of Document Reports each course offering 7 Required Materials, Facilities, Hardware/Software The Contractor shall provide the instructional materials and facilities required for this contract as described in Sections 3, 4 and 10 of this SOW.

8. Government Furnished Materials The NRC will furnish the Contractor with the following:
1. The NRC website location where relevant documents (e.g., NRC regulations, Regulatory Guides, Information Notices, Bulletins, etc.) may be downloaded for use in development of the training materials or for distribution to students during the training course offerings (see http://www.nrc.gov/reading-rm/doc-collections/). In those instances where the Contractor requires an NRC document which is not available for download, the COR will provide one hard copy to the Contractor.
2. Current course materials for the NDE Technology and Codes and Welding and NDE Overview courses shall be provided by the COR within thirty (30) days of the award of this contract. The COR may choose to provide the course materials via access to the NRC Agencywide Document and Access Management System (ADAMS) by providing the requisite accession numbers for the materials.
3. Student Information Sheet (SIS). A single, electronic copy of the SIS will be provided to the Contractor via email by the COR prior to the start of each course offering. The SIS will provide the COR / Contractor with emergency contact information for each course attendee.
4. Student Roster. Student rosters will be emailed to the Contractor by the COR prior to the start of each course offering.
5. NRC Human Resources Training and Development (HRTD) Operating Procedure 0408, HRTD Training Material Style Guide will be provided via email by the COR within thirty (30) days of the award of this contract.

At the end of the contract, the Contractor shall return to the COR all government furnished materials and shall transfer to the COR all materials developed, updated/revised by the Contractor at the expense of the government. Training materials shall be provided in both paper and electronic copies (original format such as Microsoft Word/PowerPoint 2010 or newer).

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9 Release of Publications Any documents generated by the Contractor under this contract shall not be released for publication or dissemination without Contracting Officer (CO) and COR prior written approval.

10 Place of Performance The work to be performed under this contract will be performed at the Contractors facility except for travel described in Section 12.

The NRC reserves the right to visit the offerors training facility prior to contract award.

Since the course will be presented at the Contractors proposed facility, it must be equipped to support offering this training. At a minimum, the Contractors proposed facility must be located within the continental United States and equipped to support attendance by a maximum of 15 students for classroom presentations and be equipped to support hands-on NDE related activities reinforcing the concepts introduced in the classroom (i.e. proper NDE techniques, correct equipment setup and settings, and the opportunity for students to conduct the processes covered in Attachment 1 (ex. Magnetic Particle Testing, Eddy Current Testing, Liquid Penetrant Testing, etc.).

11 Key Personnel and Qualification Requirements There are two (2) categories of key personnel associated with this requirement: Course Instructors and Course Developers. The Contractor shall propose at least two (one primary and one backup) Course Instructors to present the course - each of which will be designated as Key Personnel. The Contractor shall propose one or more course developer(s). Proposed key personnel may serve in one or both roles, provided that they meet the qualification requirements stated for each. If proposing a team of instructors and developers, the combined qualifications of the team must meet the qualification requirements set forth below.

Course Instructor Qualifications Must possess at least ten (10) years of recent (within the last ten (10) years),

broad experience in the field of NDE and welding technology.

Must possess at least five (5) years of course instruction experience, providing instruction to individuals who have little or no experience in the areas of NDE and welding technology, or industrial safety, to ensure applicable Federal and State safety requirements are met in these courses. The ten (10) years of NDE and welding technology experience and the five (5) years of training experience may be concurrent.

The experience outlined above must include instructional experience combining classroom style lectures with the use of visual aids and equipment cut-aways, demonstrations, and hands-on activities. This experience must have been accrued while training industrial personnel performing NDE and welding activities relevant to the content of the courses associated with this contract within the last five (5) years. Instructors must be well-versed in all topics covered by the SOW Page 16

and Attachment 1 - Sample Course Outline, capable of answering in-depth questions on each topic.

The qualified Course Instructors must have familiarity and experience with the following:

o Applicable codes and standards related to NDE and welding technology (e.g., ANSI, ASME, ASNT, AWS, ISO 9712, etc.);

o NRC Regulatory requirements applicable to NDE and welding technology; o Case histories of issues relevant to NDE and welding technology pertinent to US commercial nuclear power plants.

Course Developer Qualifications Must possess at least ten (10) years of recent (within the last 10 years), broad experience in the field of NDE and welding technology.

Must possess at least five (5) years of experience in the development of NDE and welding technology training. This experience must include instructional experience combining classroom style lectures with the use of visual aids and equipment cut-aways, demonstrations, and hands-on activities. This experience must have been accrued while training industrial personnel performing NDE and welding activities relevant to the content of the courses associated with this contract within the last five (5) years.

The qualified Course Developers must have familiarity and experience with the following:

o Applicable codes and standards related to NDE and welding technology (e.g., ANSI, ASME, ASNT, AWS, ISO 9712, etc.);

o NRC Regulatory requirements applicable to NDE and welding technology; o Case histories of issues relevant to NDE and welding technology pertinent to US commercial nuclear power plants.

12 Contractor Travel Travel to the NRC TTC Chattanooga, TN may be required. The estimated number of trips is one, to attend kickoff meeting, if applicable. The NRC expects that a maximum of two (2) representatives from the Contractors organization shall attend the kickoff meeting which will be no greater than one half day in duration.

All travel shall be in accordance with Federal Travel Regulations in effect at the time the travel is undertaken. The Contractor shall be responsible for making all travel arrangements. Travel, lodging, and per-diem will be reimbursed consistent with federal travel regulation expense limits. The Contractor shall submit itemized receipts for travel expenses when invoicing the NRC and shall include supporting documentation for travel such as lodging statement, copy of airline ticket, rental car receipt, or cab receipt(s), etc.

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13 Data Rights The NRC shall have unlimited rights to and ownership of all deliverables provided under this contract/order, including reports, recommendations, briefings, work plans and all other deliverables. All documents and materials, to include the source codes of any software, produced under this contract/order are the property of the Government with all rights and privileges of ownership/copyright belonging exclusively to the Government.

These documents and materials may not be used or sold by the Contractor without prior written authorization from the CO. All materials supplied to the Government shall be the sole property of the Government and may not be used for any other purpose. This right does not abrogate any other Government rights.

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SECTION C - Contract Clauses C.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE. (FEB 1998)

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

(End of clause) 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS. (OCT 2010) 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS. (APR 2014) 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE. (OCT 2018) 52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE. (JUL 2016) 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS. (DEC 2014) 52.227-14 RIGHTS IN DATA-GENERAL. (MAY 2014) 52.227-17 RIGHTS IN DATA--SPECIAL WORKS. (DEC 2007) 52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS. (JUN 2013) 52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (DEC 2013)

C.2 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS. (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its postacceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, Page 19

or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card),

the Contractor may not assign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes.

Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

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

(g) Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include-(i) Name and address of the Contractor; (ii) Invoice date and number; (iii) Contract number, line item number and, if applicable, the order number; (iv) Description, quantity, unit of measure, unit price and extended price of the items delivered; (v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading; (vi) Terms of any discount for prompt payment offered; (vii) Name and address of official to whom payment is to be sent; Page 20

(viii) Name, title, and phone number of person to notify in event of defective invoice; and (ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

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

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

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

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

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

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

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

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

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

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

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

(B) Affected contract number and delivery order number, if applicable; (C) Affected line item or subline item, if applicable; and (D) Contractor point of contact.

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

(6) Interest. (i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if-(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days; (B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or (C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the Page 23

termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order: (1) the schedule of supplies/services; (2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause; (3) the clause at 52.212-5; (4) addenda to this solicitation or contract, including any license agreements for computer software; (5) solicitation provisions if this is a solicitation; (6) other paragraphs of this clause; (7) the Standard Form 1449; (8) other documents, exhibits, and attachments; and (9) the specification.

(t) Removed and reserved.

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

1341), the following shall govern:

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

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

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

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

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

(End of clause)

C.3 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL ITEMS. (OCT 2018) - ALTERNATE I (JAN 2017)

(a) Inspection/Acceptance. (1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance.

The Government will perform inspections and tests in a manner that will not unduly delay the work.

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

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

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(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements.

Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the "hourly rate" attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken.

(5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may-(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or (B) Terminate this contract for cause.

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

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to-(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or (ii) The conduct of one or more of the Contractor's employees selected or retained by the Contractor after any of the Contractor's managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

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

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not Page 26

meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card),

the Contractor may not assign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes.

Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. (1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause-(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

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

(iii) Materials means-(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control; (B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract; Page 27

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

(D) The following subcontracts for services which are specifically excluded from the hourly rate: N/A (E) Indirect costs specifically provided for in this clause.

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

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

(g) Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include-(i) Name and address of the Contractor; (ii) Invoice date and number; (iii) Contract number, line item number and, if applicable, the order number; (iv) Description, quantity, unit of measure, unit price and extended price of the items delivered; (v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading; (vi) Terms of any discount for prompt payment offered; (vii) Name and address of official to whom payment is to be sent; Page 28

(viii) Name, title, and phone number of person to notify in event of defective invoice; and (ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

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

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

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

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

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

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

(i) Payments. (1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

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

(B) The 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 individuals Page 29

that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

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

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

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

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

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

(3) 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.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial item at 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-(1) Quantities being acquired; and (2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor-Page 30

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or (2) Makes these payments within 30 days of the submission of the Contractor's payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall-(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and (2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

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

(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: TBD (2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: $0 (2) 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 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 the performance of 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 Page 31

performance of 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.

(3) 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.

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

(i) Records that verify that the employees whose time has been included in any invoice meet the qualifications for the labor categories specified in the contract; (ii) For labor hours (including any subcontractor hours reimbursed at the hourly rate in the schedule), when timecards are required as substantiation for payment-(A) The original timecards (paper-based or electronic);

(B) The Contractor's timekeeping procedures; (C) Contractor records that show the distribution of labor between jobs or contracts; and (D) Employees whose time has been included in any invoice for the purpose of verifying that these employees have worked the hours shown on the invoices.

(iii) For material and subcontract costs that are reimbursed on the basis of actual cost-(A) Any invoices or subcontract agreements substantiating material costs; and (B) Any documents supporting payment of those invoices.

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(5) Overpayments/Underpayments. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding invoices, that are found by the Contracting Officer not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. The Contractor shall promptly pay any such reduction within 30 days unless the parties agree otherwise. The Government within 30 days will pay any such increases, unless the parties agree otherwise. The Contractor's payment will be made by check. If the Contractor becomes aware of a duplicate invoice payment or that the Government has otherwise overpaid on an invoice payment, the Contractor shall-(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the-(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable; (C) Affected line item or subline item, if applicable; and (D) Contractor point of contact.

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

(6)(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury, as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, and then at the rate applicable for each six month period as established by the Secretary until the amount is paid.

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

(iii) Final Decisions. The Contracting Officer will issue a final decision as required by 33.211 if-(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt in a timely manner; (B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts Page 33

were not repaid because the Contractor has requested an installment payment agreement; or (C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see FAR 32.607-2).

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

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

(A) The date fixed under this contract.

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

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

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

(viii) Upon receipt and approval of the invoice designated by the Contractor as the "completion invoice" and supporting documentation, and upon compliance by the Contractor with all terms of this contract, any outstanding balances will be paid within 30 days unless the parties agree otherwise. The completion invoice, 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 1 year (or such longer period as the Contracting Officer may approve in writing) from the date of completion.

(7) Release of claims. The Contractor, and each assignee under an assignment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of Page 34

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.

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

(ii) 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.

(iii) 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.

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

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

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

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

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

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

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work Page 35

hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid an amount for direct labor hours (as defined in the Schedule of the contract) determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rate(s) in the contract, less any hourly rate payments already made to the Contractor plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system that have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred that reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon written request, with adequate assurances of future performance. Subject to the terms of this contract, the Contractor shall be paid an amount computed under paragraph (i) Payments of this clause, but the "hourly rate" for labor hours expended in furnishing work not delivered to or accepted by the Government shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified in paragraph (a)(4) of this clause, the portion of the "hourly rate" attributable to profit shall be 10 percent. In the event of termination for cause, the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to Page 36

whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order: (1) the schedule of supplies/services; (2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause; (3) the clause at 52.212-5; (4) addenda to this solicitation or contract, including any license agreements for computer software; (5) solicitation provisions if this is a solicitation; (6) other paragraphs of this clause; (7) the Standard Form 1449; (8) other documents, exhibits, and attachments; and (9) the specification.

(t) Removed and reserved.

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

1341), the following shall govern:

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

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

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

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

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

(End of clause)

C.4 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS - COMMERCIAL ITEMS. (MAY 2019)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement Page 37

provisions of law or Executive orders applicable to acquisitions of commercial items:

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

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (JUL 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(4) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(5) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004)

(Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

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

[X] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (SEP 2006), with Alternate I (OCT 1995) (41 U.S.C. 4704 and 10 U.S.C.

2402).

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

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

[X] (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (OCT 2018) (Pub. L. 109-282) (31 U.S.C. 6101 note).

(5) (Reserved)

[ ] (6) 52.204-14, Service Contract Reporting Requirements (OCT 2016)

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

[ ] (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

Page 38

[X] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (OCT 2015) (31 U.S.C. 6101 note).

[ ] (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

[ ] (10) (Reserved)

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

[ ] (ii) Alternate I (NOV 2011) of 52.219-3.

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

[ ] (ii) Alternate I (JAN 2011) of 52.219-4.

[ ] (13) (Reserved)

[X] (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

[ ] (ii) Alternate I (NOV 2011).

[ ] (iii) Alternate II (NOV 2011).

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

[ ] (ii) Alternate I (OCT 1995) of 52.219-7.

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

[X] (16) 52.219-8, Utilization of Small Business Concerns (OCT 2018) (15 U.S.C. 637(d)(2) and (3)).

[ ] (17)(i) 52.219-9, Small Business Subcontracting Plan (AUG 2018) (15 U.S.C. 637(d)(4)).

[ ] (ii) Alternate I (NOV 2016) of 52.219-9.

[ ] (iii) Alternate II (NOV 2016) of 52.219-9.

[ ] (iv) Alternate III (NOV 2016) of 52.219-9.

[ ] (v) Alternate IV (AUG 2018) of 52.219-9.

[ ] (18) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C.

644(r)).

Page 39

[X] (19) 52.219-14, Limitations on Subcontracting (JAN 2017) (15 U.S.C.

637(a)(14)).

[ ] (20) 52.219-16, Liquidated Damages-Subcontracting Plan (JAN 1999)

(15 U.S.C. 637(d)(4)(F)(i)).

[ ] (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (NOV 2011) (15 U.S.C. 657f).

[X] (22) 52.219-28, Post Award Small Business Program Rerepresentation (JUL 2013) (15 U.S.C. 632(a)(2)).

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

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

[X] (25) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

[ ] (26) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (JAN 2018) (E.O. 13126).

[X] (27) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

[X] (28)(i) 52.222-26, Equal Opportunity (SEP 2016) (E.O. 11246).

[ ] (ii) Alternate I (FEB 1999) of 52.222-26.

[X] (29)(i) 52.222-35, Equal Opportunity for Veterans (OCT 2015) (38 U.S.C. 4212).

[ ] (ii) Alternate I (JUL 2014) of 52.222-35.

[X] (30)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUL 2014) (29 U.S.C. 793).

[ ] (ii) Alternate I (JUL 2014) of 52.222-36.

[X] (31) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

[X] (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

[X] (33)(i) 52.222-50, Combating Trafficking in Persons (JAN 2019) (22 U.S.C. chapter 78 and E.O. 13627).

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

Page 40

[ ] (34) 52.222-54, Employment Eligibility Verification (OCT 2015). (E. O.

12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

[ ] (35)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (MAY 2008) (42 U.S.C.

6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[ ] (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C.

6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

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

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

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

[ ] (ii) Alternate I (OCT 2015) of 52.223-13.

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

(ii) Alternate I (JUN 2014) of 52.223-14.

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

[ ] (41)(i) 52.223-16, Acquisition of EPEAT-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

[ ](ii) Alternate I (JUN 2014) of 52.223-16.

[X] (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011)

[ ] (43) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

[ ] (44) 52.223-21, Foams (JUN 2016) (E.O. 13693).

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

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

[ ] (46) 52.225-1, Buy American-Supplies (MAY 2014) (41 U.S.C. chapter 83).

Page 41

[ ] (47)(i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (MAY 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C.

2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

[ ] (ii) Alternate I (MAY 2014) of 52.225-3.

[ ] (iii) Alternate II (MAY 2014) of 52.225-3.

[ ] (iv) Alternate III (MAY 2014) of 52.225-3.

[ ] (48) 52.225-5, Trade Agreements (AUG 2018) 19 U.S.C. 2501, et seq.,

19 U.S.C. 3301 note).

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

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

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

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

[ ] (53) 52.232-29, Terms for Financing of Purchases of Commercial Items (FEB 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

[ ] (54) 52.232-30, Installment Payments for Commercial Items (JAN 2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

[X] (55) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (OCT 2018) (31 U.S.C. 3332).

[ ] (56) 52.232-34, Payment by Electronic Funds Transfer - Other than System for Award Management (JUL 2013) (31 U.S.C. 3332).

[ ] (57) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

[ ] (58) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C.

552a).

[ ] (59) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)(15 U.S.C. 637(d)(13)).

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

2631).

Page 42

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

[ ] (iii) Alternate II (FEB 2006) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c),

applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items: (Contracting Officer check as appropriate.)

[ ] (1) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014)

(E.O. 13495).

[ ] (2) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67).

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

[ ] (4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (AUG 2018) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

[ ] (5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (MAY 2014) (29 U.S.C 206 and 41 U.S.C.

chapter 67).

[ ] (6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (MAY 2014) (41 U.S.C. chapter 67).

[ ] (7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (MAY 2014) (41 U.S.C. chapter 67).

[ ] (8) 52.222-55, Minimum Wages Under Executive Order 13658 (DEC 2015).

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

[ ] (10) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (MAY 2014) (42 U.S.C. 1792).

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

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right Page 43

to examine any of the Contractor's directly pertinent records involving transactions related to this contract.

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

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

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c),

and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) of this paragraph in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause-(i) 52.203-13, Contractor Code of Business Ethics and Conduct (OCT 2015) (41 U.S.C. 3509).

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

(iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (JUL 2018) (Section 1634 of Pub. L. 115-91).

(iv) 52.219-8, Utilization of Small Business Concerns (OCT 2018)

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

(v) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014)

(E.O. 13495). Flow down required in accordance with paragraph (l) of FAR clause 52.222-17.

Page 44

(vi) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

(vii) 52.222-26, Equal Opportunity (SEP 2016) (E.O. 11246).

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

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

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

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

(xii) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67).

(xiii) [X] (A) 52.222-50, Combating Trafficking in Persons (JAN 2019) (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).

(xiv) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (MAY 2014) (41 U.S.C. chapter 67).

(xv) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (MAY 2014) (41 U.S.C. chapter 67).

(xvi) 52.222-54, Employment Eligibility Verification (OCT 2015) (E.

O. 12989).

(xvii) 52.222-55, Minimum Wages Under Executive Order 13658 (DEC 2015).

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

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

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

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

Page 45

(d) If the contracting officer determines that suitable and timely replacement of key personnel who have been reassigned, terminated, or have otherwise become unavailable for the contract work is not reasonably forthcoming, or that the resultant reduction of productive effort would be so substantial as to impair the successful completion of the contract or the service order, the contract may be terminated by the contracting officer for default or for the convenience of the Government, as appropriate.

If the contracting officer finds the contractor at fault for the condition, the contract price or fixed fee may be equitably adjusted downward to compensate the Government for any resultant delay, loss, or damage.

(End of Clause)

C.7 2052.215-71 PROJECT OFFICER AUTHORITY. (OCT 1999) - ALTERNATE I (OCT 1999)

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

Contracting Officers Representative (COR)

Name: Matthew Emrich Address:

U.S. Nuclear Regulatory Commission Technical Training Center Osborne Office Center 5746 Marlin Road, Suite 200 Chattanooga, TN 37411-5677 Telephone Number: 423-855-6673 Email Address: Matthew.Emrich@nrc.gov Alternate Contracting Officers Representative (COR)

Name: William Baines Address:

U.S. Nuclear Regulatory Commission Technical Training Center Osborne Office Center 5746 Marlin Road, Suite 200 Chattanooga, TN 37411-5677 Telephone Number: 423-855-6512 Email Address: William.Baines@nrc.gov (b) The project officer shall:

Page 47

(1) Place delivery orders for items required under this contract up to the amount obligated on the contract award document.

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

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

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

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

(End of Clause)

C.8 2052.215-78 TRAVEL APPROVALS AND REIMBURSEMENT (OCT 1999) -

ALTERNATE I (OCT 1999)

(a) Total expenditure for travel may not exceed without the prior approval of the contracting officer.

(b) All foreign travel must be approved in advance by the NRC on NRC Form 445, Request for Approval of Official Foreign Travel, and must be in compliance with FAR 52.247-63 Preference for U.S. Flag Air Carriers. The contractor shall submit NRC Form 445 to the NRC no later than 30 days prior to the commencement of travel.

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

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

(e) Reasonable travel costs for research and related activities performed at State and nonprofit institutions, in accordance with Section 12 of Pub. L. 100-679, must be charged in accordance with the contractor's institutional policy to the degree that the limitations of Office of Management and Budget (OMB) guidance are not exceeded. Applicable guidance documents include OMB Circular A-87, Cost Principles for State and Local Governments; OMB Circular A-122, Cost Principles for Nonprofit Organizations; and OMB Circular A-21, Cost Principles for Educational Institutions.

(End of Clause)

C.9 GREEN PURCHASING (SEP 2015)

(a) In furtherance of the sustainable acquisition goals of Executive Order (EO) 13693, "Planning for Federal Sustainability in the Next Decade," products and services provided under this contract/order shall be energy efficient (EnergyStar or Federal Energy Page 48

Management Program - FEMP-designated products), water efficient, biobased, environmentally preferable (excluding EPEAT-registered products), non-ozone depleting, contain recycled content, or are non- or low toxic alternatives or hazardous constituents (e.g., non-VOC paint), where such products and services meet agency performance requirements. See: Executive Order (EO) 13693, "Planning for Federal Sustainability in the Next Decade."

(b) The NRC and contractor may negotiate during the contract term to permit the substitution or addition of designated recycled content products (i.e., Comprehensive Procurement Guidelines - CPG), EPEAT-registered products, EnergyStar- and FEMP designated energy efficient products and appliances, USDA designated biobased products (Biopreferred program), environmentally preferable products, WaterSense and other water efficient products, products containing non- or lower-ozone depleting substances (i.e., SNAP), and products containing non- or low-toxic or hazardous constituents (e.g., non-VOC paint), when such products and services are readily available at a competitive cost and satisfy the NRCs performance needs.

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

(End of Clause)

C.10 REGISTRATION IN FEDCONNECT (JULY 2014)

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

C.11 COMPLIANCE WITH SECTION 508 OF THE REHABILITATION ACT OF 1973, AS AMENDED (SEP 2013)

In 1998, Congress amended the Rehabilitation Act of 1973 (29 U.S.C. §794d) as amended by the Workforce Investment Act of 1998 (P.L. 105 - 220), August 7, 1998 to require Federal agencies to make their electronic and information technology (EIT) accessible to people with disabilities. Inaccessible technology interferes with an ability to obtain and use information quickly and easily. Section 508 was enacted to eliminate barriers in information technology, open new opportunities for people with disabilities, and encourage development of technologies that will help achieve these goals. The law applies to all Federal agencies when they develop, procure, maintain, or use electronic and information technology. Under Section 508 (29 U.S.C. §794d), agencies must give disabled employees and members of the public access to information that is comparable to access available to others.

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Specifically, Section 508 of that Act requires that when Federal agencies develop, procure, maintain, or use EIT, Federal employees with disabilities have access to and use of information and data that is comparable to the access and use by Federal employees who are not individuals with disabilities, unless an undue burden would be imposed on the agency. (36 C.F.R. §1194 implements Section 508 of the Rehabilitation Act of 1973, as amended, and is viewable at: http://www.access-board.gov/sec508/standards.htm)

Exceptions.

All EIT that the government acquires by purchase or by lease/rental under this contract must meet the applicable accessibility standards at 36 C.F.R. Part 1194, unless one or more of the following exceptions at FAR 39.204 applies to this acquisition (applicable if checked):

[ ] The EIT is for a national security system.

[ ] The EIT is acquired by a contractor incidental to a contract.

[ ] The EIT is located in spaces frequented only by service personnel for maintenance, repair or occasional monitoring of equipment.

[ ] Compliance with the applicable 36 C.F.R. Part 1194 provisions would impose an undue burden on the agency.

Applicable Standards.

The following accessibility standards from 36 C.F.R. Part 1194 have been determined to be applicable to this contract/order. See www.section508.gov for more information:

[ ] 1194.21 Software applications and operating systems.

[X ] 1194.22 Web-based intranet and internet information and applications. 16 rules.

[] 1194.23 Telecommunications products.

[X] 1194.24 Video and multimedia products.

[ ] 1194.25 Self contained, closed products.

[] 1194.26 Desktop and portable computers.

[] 1194.31 Functional performance criteria.

[X ] 1194.41 Information, documentation, and support.

Note: Under the Exceptions paragraph, the Contracting Officer should check the boxes for any exceptions that apply. If no exceptions apply, then the Contracting Officer should, under the Applicable Standards paragraph, check the boxes that indicate which of the standards apply. See FAR Subpart 39.2 and www.section508.gov for additional guidance.

(End of Clause)

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C.12 USE OF AUTOMATED CLEARING HOUSE (ACH) ELECTRONIC PAYMENT/REMITTANCE ADDRESS The Debt Collection Improvement Act of 1996 requires that all Federal payments except IRS tax refunds be made by Electronic Funds Transfer. lt is the policy of the Nuclear Regulatory Commission to pay government vendors by the Automated Clearing House (ACH) electronic funds transfer payment system. Item 15C of the Standard Form 33 may be disregarded.

(End of Clause)

C.13 WHISTLEBLOWER PROTECTION FOR NRC CONTRACTOR AND SUBCONTRACTOR EMPLOYEES (a) The U.S. Nuclear Regulatory Commission (NRC) contractor and its subcontractor are subject to the Whistleblower Employee Protection public law provisions as codified at 42 U.S.C. 5851. NRC contractor(s) and subcontractor(s) shall comply with the requirements of this Whistleblower Employee Protection law, and the implementing regulations of the NRC and the Department of Labor (DOL). See, for example, DOL Procedures on Handling Complaints at 29 C.F.R. Part 24 concerning the employer obligations, prohibited acts, DOL procedures and the requirement for prominent posting of notice of Employee Rights at Appendix A to Part 24 entitled: Your Rights Under the Energy Reorganization Act.

(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)

C.14 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, Page 51

determinations, and decisions on approval or disapproval of reports, 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.

C.15 COMPLIANCE WITH U.S. IMMIGRATION LAWS AND REGULATIONS Page 52

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)

C.16 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 []. Final evaluations of contractor performance will be prepared at the expiration of the contract during the contract closeout process.

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

Where a contractor concurs with, or takes no exception to an annual performance evaluation, the Contracting Officer will consider such evaluation final and releasable for source selection purposes. Disagreements between the parties regarding a performance evaluation will be referred to an individual one level above the Contracting Officer, whose decision will be final.

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

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

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(End of Clause)

C.17 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)

C.18 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)

C.19 PERIOD OF PERFORMANCE This contract shall commence on September 30, 2019 and will expire on September 29, 2024.

(End of Clause)

C.20 PLACE OF DELIVERY-REPORTS The items to be furnished hereunder shall be delivered, with all charges paid by the Contractor, to:

Contracting Officer's Representative (COR)/Alternate Contracting Officers Representative (Alternate COR) (1 electronic copy and 1 hard copy) - Refer to Section C.8 2052.215-71 PROJECT OFFICER AUTHORITY (OCT 1999), -

ALTERNATE I (OCT 1999), for e-mail and mailing address information.

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C.21 INSPECTION AND ACCEPTANCE BY THE NRC (SEP 2013)

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: See Statement of Work Section 6 (End of Clause)

C.22 BRANDING The Contractor is required to use the statement below in any publications, presentations, articles, products, or materials funded under this contract/order, to the extent practical, in order to provide NRC with recognition for its involvement in and contribution to the project. If the work performed is funded entirely with NRC funds, then the contractor must acknowledge that information in its documentation/presentation.

Work Supported by the U.S. Nuclear Regulatory Commission (NRC), Office of the Chief Human Capital Officer, under Contract/order number 31310019C0026.

(End of Clause)

C.23 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: N/A (End of Clause)

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SECTION D - List of Documents, Exhibits and Other Attachments Attachment Title Date Number 1 Sample Course Outline 2 Sample Delivery Order Form IPP Billing Instructions for Fixed-Price Type 3 July 5, 2017 Contracts IPP Billing Instructions for Time-and-4 August 16, 2017 Materials/Labor-Hour Type Contracts Page 56

Attachment 1 - Sample Course Outline NDE Technology and Codes CHAPTER 1.0 - INTRODUCTION 1.1 Overview of Course 1.2 Human Factors CHAPTER 2.0 - PERSONNEL QUALIFICATION AND CERTIFICATION 2.1 Qualification vs. Certification 2.2 Employer Based Certification vs. Centralized Certification 2.3 Employer Based Certification 2.4 ISO 9712 Central Certification 2.5 ASNT Central Certification Program (ACCP) 2.6 AWS Certification of Welding Inspectors (CWI) 2.7 Performance Demonstration Initiative CHAPTER 3.0 - CLASSIFICATION AND INTERPRETATION OF INDICATIONS 1.1 Indications 1.2 False Indications 1.3 Nonrelevant Indications 1.4 True Discontinuities 1.5 Summary of True Discontinuities 1.6 Interpretation Summary CHAPTER 4.0 - INTRODUCTION TO VISUAL EXAMINATION 1.1 History 1.2 Personnel Qualification and Certification 1.3 Principles of Visual Testing 1.4 Imaging Equipment 1.5 Measuring Equipment 1.6 Visual Examination of Welds 1.7 Remote Visual Inspection (RVI) ASME Section V, Article 9 and Section XI, IWA 2000 CHAPTER 5.0 - INTRODUCTION TO RADIOGRAPHIC EXAMINATION 1.1 History 1.2 Personnel Qualification and Certification 1.3 Principles 1.4 Equipment 1.5 Techniques 1.6 Radiographic Quality 1.7 Film Viewing Considerations 1.8 Interpretation of Radiographs 1.9 Code Considerations 1.10 Safety Concerns 1.11 Advantages and Limitations of Radiographic Examination ASME Section V, Article 2 CHAPTER 6.0 - INTRODUCTION TO LIQUID PENETRANT EXAMINATION 6.1 History 6.2 Personnel Qualification and Certification 6.3 Principles 6.4 Prerequisties 6.5 Penetrant Materials 1

6.6 Techniques 6.7 Procedures 6.8 Procedure Qualification 6.9 Non-standard Temperatures 6.10 Control Panels 6.11 Penetrant Systems 6.12 Portable Systems 6.13 Examination Procedure 6.14 Application 6.15 Unacceptable Technique 6.16 Variables 6.17 Evaluation 6.18 Advantages and Limitations of Penetrant Examination ASME Section V, Article 6 CHAPTER 7.0 - INTRODUCTION TO MAGNETIC PARTICLE EXAMINATION 7.1 History 7.2 Personnel Qualification and Certification 7.3 Principles 7.4 Producing Magnetic Fields 7.5 Techniques 7.6 Magnetic Particles 7.7 Stationary Equipment 7.8 Portable Equipment 7.9 Application 7.10 Demagnetization 7.11 Procedure Requirements 7.12 Calibration 7.13 Surface Preparation 7.14 Magnetic Field Verification 7.15 Evaluation 7.16 Recording 7.17 Advantages and Limitations of Magnetic Particle Examination ASME Section V, Article 7 CHAPTER 8.0 - INTRODUCTION TO ULTRASONIC EXAMINATION 8.1 History 8.2 Personnel Qualification and Certification 8.3 Principles 8.4 Equipment 8.5 Procedures 8.6 Interpretation and Code Requirements 8.7 Advantages and Limitations of UT Examination ASME Section V, Articles 4 and 5 CHAPTER 9.0 - INTRODUCTION TO EDDY CURRENT EXAMINATION 9.1 History 9.2 Personnel Qualification and Certification 9.3 Principles 9.4 Equipment 9.5 Techniques 9.6 Interpretation and Code Requirements 9.7 Advantages and Limitations of Eddy Current Examination ASME Section V, Article 8 2

Welding and NDE Overview CHAPTER 1.0 - INTRODUCTION TO THE NDT TECHNOLOGY CHAPTER 2.0 - NDT PERSONNEL CONSIDERATIONS CHAPTER 3.0 - VISUAL TESTING CHAPTER 4.0 - PENETRANT TESTING CHAPTER 5.0 - MAGNETIC PARTICLE TESTING CHAPTER 6.0 - RADIOGRAPHIC TESTING CHAPTER 7.0 - ULTRASONIC TESTING CHAPTER 8.0 - EDDY CURRENT TESTING 3

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