A ORDER FOR SUPPLIES OR SERVICESI PAGE OF PAGES1 11OIAPORTANT: Mark all packages and papers with contract and/or order numbers. BPA NO.

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

APR 1 4 2011 GS23F8077H i

3. ORDER NO. MODIFICT O 4. REUISITION/REFERENCE NO. a. NAME OF CONSIGNEE

CFO-11-022 U .S. Nuclear Regulatory Commission

NRC-HQ-1i-F-09-0002 b. STREET ADDRESS

5. ISSUING OFFICE (Address correspondence to)

U.S. Nuclear Regulatory CommissionDiv. of ContractsAttn: Sharon M. Lim c e. ZIPCODEMail Stop: TWB-01-BlOM c siCiTY d. STATE a.ZWashington, DC 20555 Washington DC 20555

7. TO: f. SHIP VIA

a.NAME OF CONTRACTOR

KELLY, ANDERSON & ASSOCIATES, INC 8. TYPE OF ORDER

b, COMPANY NAME [ a. PURCHASE 7X b. DELIVERY

REFERENCE YOUR Except for billing instructions on the reverse, this

Please furnish the following on the terms and delivery order is subject to instructionsc. STREET ADDRESS conditions specified on both sides of this order contained on this side only of this form and is

424 N WASHINGTON ST and on the attached sheet, if any, including issued subject to the terms and conditionsdelivery as indicated, of the above-numbered contract

d. CITY e. STATE f. ZIP CODEALEXANDRIA VA 223142312

9. ACCOUNTING AND APPROPRIATION DATA 10. REQUISITIONING OFFICE CFO

B&R: 2011-7N-51-G-169, Job Code: N7478, BOC: 252A,Appfopriation No: 31X0200, Obligate: $127,937.28DUNS: 161584073 NAICS: 541219 Commitment No: 11-10-41

11. BUSINESS CLASSIFICATION (Check appropriate box(es))

L] a. SMALL b. OTHER THAN SMALL

- d. WOMEN-OWNED a. HUBZone

E c. DISADVANTAGED

12. F.O.B. POINT

Destinaltion

. SERVICE-DISABLED VETERAN-OWNED

13. PLACE OF

a. INSPECTION b. ACCEPTANCE

Destination Destination

16. DISCOUNT TERMS

Net 3012/30/2011

17. SCHEDULE (See reverse for Rejections)

ITEM NO.(a)

SUPPLIES OR SERVICES(b)

The U.S. Nuclear Regulatory Commission hereby awards thesubject task order entitled "Performance Management Tool:

Internal Control" for the Division of Planning and Budget- Office of the Chief Financial Officer. The task order

shall be performed in accordance with the estimated "Notto Exceed" level of effort and price schedule stated

below, and the attached Statement of Work.

Period of Performance: 4/14/11 - 12/30/11

Senior Executive 3

Senior Associate 2

Principal Associate 1

0001

0002

0003

18. SHIPPING POINT 19. GROSS SHIPPING WEIGHT

SEE BILLINGINSTRUCTIONS

ONREVERSE

21. MAIL INVOICE TO:

a. NAMEDepartment of Interior / NBCNRCPayments@nbc -gov

b. STREET ADDRESS (or P.O. Box)Attn: Fiscal Services Branch - D27707301 W. Mansfield Avenue

c. CITY

Denver

22. UNITED STATES OF AMERICA23. NAME (Typed)

Sharon M. Lim

Contracting Officer

PREVIOUS EDITION NOT

*WITUTE- AuMuu ow

lu NG• •1ORU=Ru11- Or r I-=

OPTIONA & (REV. 1012010)

APR 1 5 201 AR 48 CFR 53.213(f)

NRC-fiQ-11-F-09-0002 Contractor Signature Page

-rixAc;A cjskPrinted Name /

Signature V v

Title

Date

la

1. OPTION PERIODS - TASK ORDER/DELIVERY ORDER UNDER A GSA FEDERAL SUPPLYSCHEDULE CONTRACT (MARCH 2007)

The Period of Performance (POP) for this requirement may extend beyond the Offeror's current PoP on their GSASchedule. Offerors may submit proposals for the entire PoP as long as their current GSA Schedule covers therequested PoP, or their GSA Schedule contains GSA's "Evergreen Clause" (Option to Extend the Term of theContract), which covers the requested PoP if/when the option(s) are exercised. Offerors are encouraged to submitaccurate/realistic pricing for the requirement's entire PoP, even if the proposed GSA Schedule does not include pricingfor the applicable option years, etc.

For proposal evaluation purposes, the NRC assumes that applicable Evergreen Clause Option(s) will be exercisedand the NRC will apply price analysis, as applicable. It is in the best interest of the Offeror to explain major deviationsin escalation, proposed in any Evergreen Clause option years. Resulting GSA task/delivery order option years subjectto the Evergreen Clause will be initially priced utilizing the same rates proposed under the last GSA-priced year of thesubject GSA Schedule. Upon GSA's exercise of the GSA Schedule option year(s) applicable to the EvergreenClause, the NRC will modify the awarded task/delivery order to incorporate either the proposed pricing for the optionyears or the GSA-approved pricing (whichever is lower).

It is incumbent upon the Offeror to provide sufficient documentation (GSA-signed schedule, schedule modifications,etc.) that shows both the effective dates, pricing and terms/conditions of the current GSA Schedule, as well asEvergreen Clause terms/conditions (as applicable). Failure to provide this documentation may result in the Offeror'sproposal being found unacceptable.

2. FSS RFQ INTRODUCTORY LANGUAGE

All clauses and provisions from the Federal Acquisition Regulation (FAR) and General Services AdministrationRegulation (GSAR) from the applicable FSC Group of the Multiple Award Schedule and Federal Supply ScheduleProgram, and the specific GSA Schedule contract referenced on the SF1449 in Block 2, are hereby incorporated byreference.

The full text of any FAR and GSA clauses which are incorporated by reference may be obtained at the following

URLs:

FAR: www.acquisition.gov/far

GSAM: www.acquisition.gov/GSAM/gsam.html

3. COMPLIANCE WITH U.S. IMMIGRATION LAWS AND REGULATIONS (MAY 2002)

NRC contractors are responsible to ensure that their alien personnel are not in violation of United States immigrationlaws and regulations, including employment authorization documents and visa requirements. Each alien employee ofthe Contractor must be lawfully admitted for permanent residence as evidenced by Permanent Resident Card Form1-551, or must present other evidence from the U.S. Department of Homeland Security/U.S. Citizenship andImmigration Services that employment will not affect his/her immigration status. The U.S. Citiz'enship andImmigration Services provides information to contractors to help them understand the employment eligibilityverification process for non-US citizens. This information can be found on their website, www.uscis.gov.

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

4. WHISTLEBLOWER PROTECTION FOR NRC CONTRACTOR AND SUBCONTRACTOREMPLOYEES (JULY 2006)

(a) The U.S. Nuclear Regulatory Commission (NRC) contractor and its subcontractor are subject to theWhistleblower Employee Protection public law provisions as codified at 42 U.S.C. 5851. NRC contractor(s) andsubcontractor(s) shall comply with the requirements of this Whistleblower Employee Protection law, and theimplementing regulations of the NRC and the Department of Labor (DOL). See, for example, DOL Procedures onHandling Complaints at 29 C.F.R. Part 24 concerning the employer obligations, prohibited acts, DOL procedures andthe requirement for prominent posting of notice of Employee Rights at Appendix A to Part 24.

(b) Under this Whistleblower Employee Protection law, as implemented by regulations, NRC contractor andsubcontractor employees are protected from discharge, reprisal, threats, intimidation, coercion, blacklisting or otheremployment discrimination practices with respect to compensation, terms, conditions or privileges of their employmentbecause the contractor or subcontractor employee(s) has provided notice to the employer, refused to engage inunlawful practices, assisted in proceedings or testified on activities concerning alleged violations of the Atomic EnergyAct 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 performedunder this contract..

5. PROHIBITON OF FUNDING TO ACORN (NOV 2009)

In accordance with section 163 of the Continuing Appropriations Resolution, 2010, Division B of Public Law No.111-68 (CR), until further notice, no federal funds may be provided to the Association of Community Organizations forReform Now (ACORN), or any of its affiliates, subsidiaries, or allied organizations. Additional information can be foundat: http://www.whitehouse.gov/omb/assets/memoranda_2010/m 10-02.pdf

6. REDUCING TEXT MESSAGING WHILE DRIVING (OCT 2009)

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

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

(2) Consider new rules and programs to further the policies described in (a)(1), reevaluate existing programs toprohibit text messaging while driving, and conduct education, awareness, and other outreach programs for employeesabout the safety risks associated with text messaging while driving. These initiatives should encourage voluntarycompliance with the text messaging policy while off duty.

(b) For purposes of complying with the Executive Order:

(1) "Texting" or "Text Messaging" means reading from or entering data into any handheld or other electronicdevice, including for the purpose of SMS texting, e-mailing, instant messaging, obtaining navigational information, orengaging in any other form of electronic data retrieval or electronic data communication.

(2) "Driving" means operating a motor vehicle on an active roadway with the motor running, including whiletemporarily stationary because of traffic, a traffic light or stop sign, or otherwise. It does not include operating a motor

vehicle with or without the motor running when one has pulled over to the side of, or off, an active roadway and hashalted in a location where one can safely remain stationary.

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

7. 2052.211-72 FINANCIAL STATUS REPORT (OCT 1999)

The contractor shall provide a monthly Financial Status Report (FSR) to the project officer and the contractingofficer. The FSR shall include the acquisition of, or changes in the status of, contractor-held property acquired withgovernment funds valued at the time of purchase at $50,000 or more. Whenever these types of property changesoccur, the contractor shall send a copy of the report to the Chief, Property and Acquisition Oversight Branch, Office ofAdministration. The report is due within 15 calendar days after the end of the report period and must identify the titleof the project, the contract number, the appropriate financial tracking code (e.g., Job Code Number or JCN) specifiedby the NRC Project Officer, project manager and/or principal investigator, the contract period of performance, and theperiod covered by the report. Each report must include the following for each discrete task:

(a) Total estimated contract amount.

(b) Total funds obligated to date.

(c) Total costs incurred this reporting period.

(d) Total costs incurred to date.

(e) Detail of all direct and indirect costs incurred during the reporting period for the entire contract or each task, if itis a task ordering contract. -

(f) Balance of obligations remaining.

(g) Balance of funds required to complete contract/task order.

(h) Contractor Spending Plan (CSP) status: A revised CSP is required with the Financial Status Reportwhenever the contractor or the contracting officer has reason to believe that the total cost for performance of thiscontract will be either greater or substantially less than what had been previously estimated.

(1) Projected percentage of completion cumulative through the report period for the project/task order asreflected in the current CSP.

(2) Indicate significant changes in the original CSP projection in either dollars or percentage of completion.Identify the change, the reasons for the change, whether there is any projected overrun, and when additional fundswould be required. If there have been no changes to the original NRC-approved CSP projections, a written statementto that effect is sufficient in lieu of submitting a detailed response to item "h".

(i) Property status: .

(1) List property acquired for the project during the month with an acquisition cost between $500 and $49,999.Give the item number for the specific piece of equipment.

(2) Provide a separate list of property acquired for the project during the month with an acquisition cost of$50,000 or more. Provide the following information for each item of property: item description or nomenclature,manufacturer, model number, serial number, acquisition cost, and receipt date. If no property was acquired during the

month, include a statement to that effect. The same information must be provided for any component or peripheralequipment which is part of a "system or system unit."

(3) For multi-year projects, in the September monthly financial status report provide a cumulative listing ofproperty with an acquisition cost of $50,000 or more showing the information specified in paragraph (i)(2) of thisclause.

(4) In the final financial status report provide a closeout property report containing the same elements asdescribed above for the monthly financial status reports, for all property purchased with NRC funds regardless of valueunless title has been vested in the contractor. If no property was acquired under the contract, provide a statement tothat effect. The report should note any property requiring special handling for security, health, safety, or otherreasons as part of the report.

(j) Travel status: List the starting and ending dates for each trip, the starting point and destination, and thetraveler(s) for each trip.

(k) If the data in this report indicates a need for additional funding beyond that already obligated, this informationmay only be used as support to the official request for funding required in accordance with the Limitation of Cost(LOC) Clause (FAR 52.232-20) or the Limitation of Funds (LOF) Clause FAR 52.232-22.

8. 2052.211-71 TECHNICAL PROGRESS REPORT (JAN 1993)

The contractor shall provide a monthly Technical Progress Report to the project officer and the contracting officer.The report is due within 15 calendar days after the end of the report period and must identify the title of the project, thecontract number, appropriate financial tracking code specified by the NRC Project Officer, project manager and/orprincipal investigator, the contract period of performance, and the period covered by the report. Each report mustinclude the following for each discrete task/task order:

(a) A listing of the efforts completed during the period, and milestones reached or, if missed, an explanationprovided;

(b) Any problems or delays encountered or anticipated and recommendations for resolution. If the recommendedresolution involves a contract modification, e.g., change in work requirements, level of effort (cost) or schedule delay,the contractor shall submit a separate letter to the contracting officer identifying the required change and estimatedcost impact.

(c) A summary of progress to date; and

(d) Plans for the next reporting period.

9. PLACE OF DELIVERY--REPORTS (JUN 1988)

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

(a) Project Officer (1 electronic copy)

David Holley

U. S. Nuclear Regulatory CommissionOffice of the Chief Financial OfficerMail Stop - TWFN 9D28

Washington, D. C. 20555-0001

Phone: (301) 415-7325Email: david.hollevy(nrc.,qov

(b) Contracting Officer (1 electronic copy)

10. 2052.209-72 CONTRACTOR ORGANIZATIONAL CONFLICTS OFINTEREST (JAN 1993)

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

(1) Is not placed in a conflicting role because of current or planned interests (financial, contractual,organizational, or otherwise) which relate to the work under this contract; and

(2) Does not obtain an unfair competitive advantage over other parties by virtue of its performance of thiscontract.

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

(c) Work for others.

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

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

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

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

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

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

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

(d) Disclosure after award.

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

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

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

(e) Access to and use of information.

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

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

(ii) Compete for work for the Commission based on the information for a period of six months after either thecompletion of this contract or the release of the information to the public, whichever is first;

(iii) Submit an unsolicited proposal to the Government based on the information until one year after therelease of the information to the public; or

(iv) Release the information without prior written approval by the contracting officer unless the information haspreviously been released to the public by the NRC.

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

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

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

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

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

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

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

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

11. 2052.215-70 KEY PERSONNEL (JAN 1993)

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

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

(b) If one or more of the key personnel, for whatever reason, becomes, or is expected to become, unavailable forwork under this contract for a continuous period exceeding 30 work days, or is expected to devote substantially lesseffort to the work than indicated in the proposal or initially anticipated, the contractor shall immediately notify thecontracting officer and shall, subject to the concurrence of the contracting officer, promptly replace the personnel withpersonnel of at least substantially equal ability and qualifications.

(c) Each request for approval of substitutions must be in writing and contain a detailed explanation of thecircumstances necessitating the proposed substitutions. The request must also contain a complete resume for theproposed substitute and other information requested or needed by the contracting officer to evaluate the proposedsubstitution. The contracting officer and the project officer shall evaluate the contractor's request and the contractingofficer shall promptly notify the contractor of his or her decision in writing.

(d) If the contracting officer determines that suitable and timely replacement of key personnel who have beenreassigned, terminated, or have otherwise become unavailable for the contract work is not reasonably forthcoming, orthat the resultant reduction of productive effort would be so substantial as to impair the successful completion of thecontract or the service order, the contract may be terminated by the contracting officer for default or for theconvenience of the Government, as appropriate. If the contracting officer finds the contractor at fault for thecondition, the contract price or fixed fee may be equitably adjusted downward to compensate the Government for anyresultant delay, loss, or damage.

12. 2052.215-71 PROJECT OFFICER AUTHORITY (NOVEMBER 2006)

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

is:

Name: David Holley

Address: U. S. Nuclear Regulatory CommissionOffice of the Chief Financial OfficerMail Stop - TWFN 9D28Washington, D. C. 20555-0001

Email: david.hollev•,nrc.,qov

Telephone Number: (301) 415-7325

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(h) A failure of the parties to agree upon the nature of the instruction or direction or upon the contract action to betaken with respect thereto is subject to 52.233-1 -Disputes.

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

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

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

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

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

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

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

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

13. ANNUAL AND FINAL CONTRACTOR PERFORMANCE EVALUATIONS

Annual and final evaluations of contractor performance under this contract will be prepared in accordance withFAR 42.15, "Contractor Performance Information," normally at the time the contractor is notified of the NRC's intent toexercise the contract option. .If the multi-year contract does not have option years, then an annual evaluation will beprepared on the annual anniversary of the contract award date. Final evaluations of contractor performance will beprepared at the expiration of the contract during the contract closeout process.

The Contracting Officer will transmit the NRC Project Officer's annual and final contractor performanceevaluations to the contractor's Project Manager, unless otherwise instructed by the contractor. The contractor will bepermitted thirty days to review the document. The contractor may concur without comment, submit additionalinformation, or request a meeting to discuss the performance evaluation. The Contracting Officer may request thecontractor's Project Manager to attend a meeting to discuss the performance evaluation.

14. DISSEMINATION OF INFORMATION

There shall be no dissemination or publication, except within and between the Contractor and any subcontractors,of information developed under this contract or contained in the reports to be furnished pursuant to this contractwithout prior written approval from the Contracting Officer.

15. FEDERAL ACQUISITION REGULATION CLAUSES INCORPORATED BYREFERENCE:

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

16. LIST OF ATTACHMENTS

Attachment One - Statement of WorkAttachment Two - Contractor Spending PlanAttachment Three - Billing Instructions

NRC-HQ-1 1 -F-09-0002 Attachment One

Statement of Work

U.S. Nuclear Regulatory CommissionOffice of the Chief Financial Officer

Division of Planning and Budget

Title: Performance Management Tool: Internal Control

1.0 Background

U.S. Nuclear Regulatory Commission (NRC) managers are responsible andaccountable for the quality and timeliness of program and functionalperformance, increasing productivity, controlling costs and mitigating adverseaspects of operations. NRC managers are also responsible for ensuringfunctions and programs are meeting organizational goals, mission requirements,and are managed with integrity and in compliance with Federal law. The Officeof the Chief Financial Officer (OCFO) is responsible for coordinating NRC-wideinternal control activities, communication, training, and technical support to assistNRC managers in establishing, assessing, and improving internal controls.

OCFO has commenced the implementation of programmatic internal controlrequirements under the guidance of Office of Management and Budget (OMB)Circular A-1 23, Management's Responsibility for Internal Control (A-1 23),Revised December 21, 2004.

2.0 Objective

The Contractor shall provide the necessary leadership, management, intellectualproperty, information technology, and equipment necessary to meet therequirements of this statement of work (SOW). OCFO requires expert adviceand independent analysis (Contractor support) to ensure the agency'sprogrammatic internal control program is producing the intended results, and is incompliance with OMB guidance.

3.0 Scope

The current NRC programmatic internal control activities are not centralized anddo not offer the same levels of detail and effort throughout the offices andregions. Therefore, the Contractor shall provide recommendations thatstreamline, improve, and standardize programmatic internal control processesand documentation throughoutthe Agency.

The Contractor shall conduct an analysis of NRC's programmatic internal controlprocesses, including examination of: NRC assessable units, programmaticinternal control risk assessment, and programmatic internal controldocumentation. The Contractor shall make recommendations that will assistNRC with improving efficiency and clarifying and standardizing all programmatic

1

NRC-HQ-11-F-09-0002 Attachment One

internal control processes and documentation. In developing therecommendations, the Contractor shall benchmark with other Federal agenciesfor best practices regarding the implementation of A-123 guidance and complyingwith the Federal Managers' Financial Integrity Act of 1982 (FMFIA), thedevelopment of a programmatic internal control risk assessment, thedevelopment of internal control documentation and templates, and thedevelopment of an internal control plan.

1 Statutory / Regulatory Knowledge FMFIA / A-1 23 / GPRA /Energy Reorganization

Act I GAO Internal ControlManagement andEvaluation Tool

2 Internal Controls Federal internal controlprograms I internal controlreviews and monitoring Icompliance strategies IGAO Internal Control

Standards3 Benchmarking Federal agency

operations /communications planning

4 Auditing Accounting / GAOAuditing Standards

5 Communications Communications Planning6 Auditing Accounting I GAO

Auditing Standards

4.0 SPECIFIC TASKS

4.1 TASK I PROJECT KICKOFF MEETING

4.1.1 REQUIREMENT: The Contractor shall attend a one-time Kick-off meetingat the NRC Headquarters and be prepared to discuss the NRC'sprogrammatic internal control program and the requirements of theawarded contract.

4.1.2 DELIVERABLE: Within 15 days of contract award, a kickoff meeting shallbe held at NRC Headquarters in Rockville, MD.

4.2 TASK 2 PROJECT PLAN

4.2.1 REQUIREMENT: The Contractor shall submit a draft project plan to the NRCProject Officer (PO) within 5 working days of the Project Kick-off Meeting.The project plan shall contain all project tasks and milestones and shall besubmitted in MS Word or MS PowerPoint format. The final project plan shallbe submitted to the P0 within 5 working days of receipt of the approved draftproject plan from the P0.

2

NRC-HQ-11-F-09-0002 Attachment One

4.2.2 DELIVERABLE: Draft project plan to be delivered within working 5 days ofthe Project Kick-off Meeting. The final project plan shall be delivered within 5working days of receipt of the approved draft project plan from the P0.

4.3 TASK 3 REVIEW, ANALYSIS, AND RECOMMENDATIONS FORIMPROVEMENT OF NRC INTERNAL CONTROL ACTIVITIESAND DOCUMENTATION

4.3.1 REQUIREMENT: The Contractor shall conduct .an analysis of all NRCprogrammatic internal control processes and documentation. The analysisshall include an assessment of NRC's assessable units, risk assessment,review of internal control plans, corrective action plans, and reasonableassurance certification justifications. The Contractor shall providerecommendations for improvement to all applicable aspects of NRC'sprogrammatic internal control program. The recommendations shall discuss:approach and implementation to centralizing and monitoring of programmaticinternal control, program evaluation, and performance management andimprovement activities into an overall NRC programmatic internal controlframework; NRC's approach to identifying assessable units; implementationof the NRC's updated programmatic internal control risk assessmentquestionnaire; and standardizing office/region, and an NRC-wide internalcontrol plan. When developing the recommendations, the Contractor shallbenchmark data from other Federal agencies for best practices, interviewNRC staff as appropriate, and review and analyze all current related NRCactivities and documentation. The Contractor shall compare NRC InternalControl processes, guidance, and documentation with the processes,guidance, and documentation of other high-performing Federal agencies.These Federal agencies shall include both those for whom the Contractor haspreviously performed similar work, as well as other Federal agencies ofsimilar size and organizational structure as the NRC. Specifically, theContractor shall benchmark with at least 5 Federal agencies, at least one ofwhich shall be a Department of Defense organization. The Contractor shallhave the discretion to provide the P0 with multiple reports that address thedifferent areas within the NRC programmatic internal control framework.

4.3.2 DELIVERABLE(S): Written report(s) of recommendations related to theabove requirements delivered in accordance with the project plan. A finalreport is due at the completion of the contract. Draft reports, executivesummaries, and PowerPoint presentations shall be submitted to the PO attheir request. The P0 may request that these deliverables be submittedelectronically, on CD, or in hard copy. The P0 shall reserve the right torequest additional information as needed.

4.4. TASK 4 REVISION OF NRC'S PROGRAMMATIC INTERNAL CONTROLRISK ASSESSMENT QUESTIONNAIRE AND GUIDANCE

4.4.1 REQUIREMENT: The Contractor shall review and analyze the NRCProgrammatic Internal Control Risk Assessment Questionnaire anddevelop an updated Risk Assessment Questionnaire and accompanyingguidance. The Contractor shall benchmark with other Federal agencies

3

NRC-HQ-11-F-09-0002 Attachment One

and produce an updated Risk Assessment Questionnaire and guidancethat, when implemented by NRC management, will improve the Agency'sability to assess its inherent risks by determining the quantitative andqualitative inherent risks associated with all NRC assessable units. TheContractor shall compare our Internal Control Risk AssessmentQuestionnaire and guidance with the Risk Assessment documentation ofother high-performing Federal agencies. These Federal agencies shallinclude both those for whom the Contractor has previously performedsimilar work, as well as other Federal agencies of similar size andorganizational structure as the NRC. Specifically, the Contractor shallbenchmark with at least 5 Federal agencies, at least one of which shall bea Department of Defense organization.

4.4.2 DELIVERABLE: A Programmatic Internal Control Risk AssessmentQuestionnaire and accompanying guidance. See Section 11.0 -Deliverables.

4.5 TASK 5 PROJECT STATUS REPORTS

4.5.1 REQUIREMENT: The Contractor shall provide the P0 monthly status reportsin accordance with the Report Clause contained in the task order.

4.5.2 DELIVERABLE: Monthly reports delivered electronically to the P0 and theContracting Officer. The Contractor shall also be available via phone andemail at the discretion of the P0. See Section 11.0 - Deliverables

5.0 PERSONNEL QUALIFICATIONS

The Contractor shall provide personnel with the following qualifications:

* Four-year degree or higher in Accounting, Business Administration, BusinessManagement, Public Administration or Project Management; and

* Ten or more years experience in government auditing, project management,performance management, or assessing, monitoring, and testing internal controlsin Federal agencies.

The Contractor shall provide a project manager to serve as the point-of-contact.tothe P0.

The NRC will rely on representations made by the Contractor concerning thequalifications of the personnel assigned to this task order, including assurances thatall information contained in the technical and cost proposal, including resumes, isaccurate and truthful .

6.0 EXPECTED CLASSIFICATION OR SENSITIVITY

All work under this project is expected to be unclassified and not sensitive.

4

NRC-HQ-11-F-09-0002 Attachment One

7.0 NRC FURNISHED MATERIALS

The NRC will supply its internal control documentation, including agency-wideguidance and templates.

8.0 TRAVEL

The Contractor shall travel to NRC Headquarters to attend the Kick-Off Meeting.The Contractor shall travel to NRC Headquarters to meet face-to-face with the PO atthe discretion of the PO to discuss the project status and planned activities. TheContractor shall travel to NRC Headquarters to meet with appropriate staff to gatherinformation and analyze processes, as appropriate. The Contractor will not bereimbursed for any travel associated with the performance of this task order,including local travel within the Washington, DC metropolitan area.

9.0 DELIVERABLES

Task I - Project Kick-off Meeting Within 15 days of contractaward

Task 2 - Draft Project Plan Within 5 working days of theKick-Off meeting

Task 3 - Final Project Plan Within 5 working days ofreceipt of the approved draftplan from the PO

Task 4 - Draft of Review, Analysis, and Recommendations December 1, 2011for Improvement of NRC Internal Control Activities andDocumentationTask 5 - Final of Review, Analysis, and Recommendations December 30, 2011for Improvement of NRC Internal Control Activities andDocumentationTask 6 - Draft Revision of NRC's Programmatic Internal August 4, 2011Control Risk Assessment Questionnaire and Guidance

Task 7 - Final Revision of NRC's Programmatic Internal August 25, 2011Control Risk Assessment Questionnaire and GuidanceTask 8 - Project Status Reports Monthly - by the 15t1 calendar

day of the following month

10.0 PROJECT OFFICER

The Project Officer for this task order shall be:

David HolleyU.S. Nuclear Regulatory CommissionOffice of the Chief Financial OfficerMail Stop - TWFN 9D28

5

NRC-HQ-11-F-09-0002 Attachment One

Washington, DC 20555-0001

(301) 415-7325David. Holley(,nrc..ov

6

WKC- rIQ- (AFO- 000.-4A++atdvoevt[ FW)O

re ARMII. Contractor Spending Plan (CSP)

Solicitation No. NRC-HQ-11-R-09-0031 PContract No. TBD

Task Order No. TBD Modification No. TBDOfferor/Contractor Name: Kelly, Anderson & Associates, Inc.

eriod of Performance: From April 1, 2011 (est.) To Dec. 30, 2011

Total Estimated Costs (including fixed fee, $127,937.28if any) of the Proposed Contract/Task Order/Modification (to a contract or task order) atthe time of proposal submission. Does notinclude options.

Provide cost details by month for the total contract/task order/or task order modification

Cost ElementsDirect CostsIndirect Costs

1st Month$$

2nd Month$$

3rd Month$$

4th Month$$

5th Month$$

6th Month$$.

Total EstimatedCosts including fixed fee if an

$8,714.80 $ 22,348.16 $ 23,675.96 $19,05.70 $10Q037.04 $9,964

Projected Completion 7 % 24 % 43 % 58 % 65 % 73 %

Cost Elements 7th Month 8th Month 9th Month 10th Month 11 th Month 12th MonthDirect Costs $ $ $ - $ $. $Indirect Costs $ $ $ $ $ $

Total Estimated $10,630.52 $19,105.62 $4,973.06 $ $.Costs including fixed fee if any

Projected Completion 81 % 96 % 100 % % % %

.... ...... .............. O.E.. ... ... .m424 NORTH WASHINGTON STREET • ALEXANDRIA, VIRGINIA 22314-2312 EL PHONE 703 518 8828 I0 FAX 7031518.8869 E ,, W'.VW.vEILYANDERSOr.I.COm

Price Proposal - Page 2

NRC-HQ-11 -F-09-0002 ATTACHMENT THREE

BILLING INSTRUCTIONS FORLABOR HOUR/TIME AND MATERIALS TYPE CONTRACTS (JUNE 2008)

General: During performance and through final payment of this contract, the contractor isresponsible for the accuracy and completeness of data within the Central ContractorRegistration (CCR) database and for any liability resulting from the Government's reliance oninaccurate or incomplete CCR data.

The contractor shall prepare vouchers/invoices as prescribed herein. FAILURE TO SUBMITVOUCHERS/INVOICES IN ACCORDANCE WITH THESE INSTRUCTIONS WILL RESULT INREJECTION OF THE VOUCHER/INVOICE AS IMPROPER.

Form: Claims shall be submitted on the payee's letterhead, voucher/invoice, or on theGovernment's Standard Form 1034, "Public Voucher for Purchases and Services Other thanPersonal," and Standard Form 1035, "Public Voucher for Purchases Other than Personal--Continuation Sheet."

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

Designated Agency Billing Office: The preferred method of submitting vouchers/invoices iselectronically to the Department of the Interior at NRCPayments, nbc.qov

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

However, if you submit a hard-copy of the voucher/invoice, it shall be submitted to the followingaddress:

Department of the InteriorNational Business CenterAttn: Fiscal Services Branch - D27707301 West Mansfield AvenueDenver, CO 80235-2230

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

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

HAND-CARRIED SUBMISSIONS WILL NOT BE ACCEPTED

Agency Payment Office: Payment will continue to be made by the office designated in thecontract in Block 12 of Standard Form 26, Block 25 of Standard Form 33, or Block 1 8a. ofStandard Form 1449, whichever is applicable.

Page 1 of 4

NRC-HO-11-F-09-0002 ATTACHMENT THREE

BILLING INSTRUCTIONS FORLABOR HOURITIME AND MATERIALS TYPE CONTRACTS (JUNE 2008)

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

Format: Claims shall be submitted in the format depicted on the attached sample form entitled'Voucher/Invoice for Purchases and Services Other than Personal" (see Attachment 1). Thesample format is provided for guidance only. The format is not required for submission of avoucher/invoice. Alternate formats are permissible provided all requirements of the billinginstructions are addressed.

Billing of Cost after Expiration of Contract: If costs are incurred during the contract periodand claimed after the contract has expired, you must cite the period during which these costswere incurred. To be considered a proper expiration voucher/invoice, the contractor shall clearlymark it "EXPIRATION VOUCHER" or "EXPIRATION INVOICE".

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

Currency: Billings may be expressed in the currency normally used by the contractor inmaintaining his accounting records and payments will be made in that currency. However, theU.S. dollar equivalent for all vouchers/invoices paid under the contract may not exceed the totalU.S. dollars authorized in the contract.

Supersession: These instructions supersede any previous billing instructions.

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NRC-HQ-11 -F-09-0002 ATTACHMENT THREE

BILLING INSTRUCTIONS FORLABOR HOURITIME AND MATERIALS TYPE CONTRACTS (JUNE 2008)

INVOICEIVOUCHER FOR PURCHASES AND SERVICES OTHER THAN PERSONAL(SAMPLE FORMAT - COVER SHEET)

1. Official Agency Billing Office

Department of the InteriorNational Business CenterAttn: Fiscal Services Branch - D27707301 West Mansfield AvenueDenver, CO 80235-2230

2. Voucher Information

a. Payee's DUNS Number or DUNS+4. The Payee shall include the Payee's Data UniversalNumber (DUNS) or DUNS+4 number that identifies the Payee's name and address. TheDUNS+4 number is the DUNS number plus a 4-character suffix that may be assigned at thediscretion of the Payee to identify alternative Electronic Funds Transfer (EFT) accounts for thesame parent concern.

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

c. Contract Number. Insert the NRC contract number.

d. Voucher/Invoice. The appropriate sequential number of the voucher/invoice, beginning with001 should be designated. Contractors may also include an individual internal accountingnumber, if desired, in addition to the 3-digit sequential number.

e. Date of Voucher/Invoice. Insert the date the voucher/invoice is prepared.

f. Billing period. Insert the beginning and ending dates (day, month, and year) of the periodduring which costs were incurred and for which reimbursement is claimed.

g. Required Attachments (Supporting Documentation). Direct Costs. The contractor shallsubmit as an attachment to its invoice/voucher cover sheet a listing of -labor categories, hoursbilled, fixed hourly rates, total dollars, and cumulative hours billed to date under each laborcategory authorized under the contract/purchase order for each of the activities to be performedunder the contract/purchase order. The contractor shall include incurred costs for: (1) travel, (2)materials, including non-capitalized equipment and supplies, (3) capitalized nonexpendableequipment, (4) materials handling fee, (5) consultants (supporting information must include thename, hourly or daily rate of the consultant, and reference the NRC approval), and (6)subcontracts (include separate detailed breakdown of all costs paid to approved subcontractorsduring the billing period) with the required supporting documentation, as well as the cumulativetotal of each cost, billed to date by activity.

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NRC-HQ-1 1 -F-09-0002 ATTACHMENT THREE

BILLING INSTRUCTIONS FORLABOR HOUR/TIME AND MATERIALS TYPE CONTRACTS (JUNE 2008)

3. Definitions

a. Non-capitalized Equipment, Materials, and Supplies. These are equipment other thanthat described in number (4) below, plus consumable materials, supplies. List bycategory. List items valued at $1,000 or more separately. Provide the item number foreach piece of equipment valued at $1,000 or more.

b. Capitalized Non Expendable Equipment. List each item costing $50,000 or more andhaving a life expectancy of more than one year. List only those items of equipment forwhich reimbursement is requested. For each such item, list the following (as applicable):(a) the item number for the specific piece of equipment listed in the property schedule ofthe contract; or (b) the Contracting Officer's approval letter if the equipment is notcovered by the property schedule.

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

Sample Voucher Information (Supporting Documentation must be attached)

This voucher/invoice represents reimbursablefrom through_

(f) Direct Costs:

costs for the billing period

Amount BilledCurrent Period Cumulative

(1) Direct Labor

(2) Travel

(3) Materials

(4) Equipment

$

$

$

$

$

$

$___________

$___________

$___________

$___________

$___________

$___________

$___________

(5) Materials Handling Fee

(6) Consultants

(7) Subcontracts

Total Direct Costs: $ $

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