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Table of Contents
SECTIO N A ....................................A... ...................................................................................... A -
A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS ............. A-1
SECTION B - CONTINUATION BLOCK. ................................. B-1
B.1 P R O JE C T T IT LE .................. ..... .................. ........................................................... . B -1B.2 BRIEF DESCRIPTION OF W ORK (MAR 1987).................. ; ............................................ B-1B.3 DURATION OF CONTRACT PERIOD (MAR 1987) ALTERNATE 4 (JUN 1988) ......... B-1B.4 PR ICE/CO ST SC HED U LE .......................................................................................... B-1B .5 C O N T R A C T TY P E ........................................................................................ B - 4B.6 CONSIDERATION AND OBLIGATION-DELIVERY ORDERS (JUN 1988) ................. B-4B.7 STATEM ENT O F W ORK ... .......................................... ......................................... B-4
SECTION C - CONTRACT CLAUSES ..................................................................................... C-1
C.1 ADDENDUM to FAR 52.212A4 Contract Terms and Conditions-- Commercial Items ...... C-1C.2 PROJECT OFFICER AUTHORITY ALTERNATE 2 (FEBRUARY 2004) ...................... C-1C.3 2052.215-70 KEY PERSONNEL (JAN 1993) ................................................................. C-3C .4 52.216-18 O RDER ING (O CT 1995) ............................................................................... C-3C.5 ORDERING PROCEDURES (MAY 1991). ............................... C4C.6 52.216-19 ORDER LIMITATIONS (OCT 1995) ......................................................... C-4C.7 52.216-22 INDEFINITE QUANTITY (OCT,1995) ..................................................... CA4C.8 52.217-8 OPTION TO EXTEND'SERVICES (NOV 1999) .......................................... C-5C.9 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) ............ C-5C.10 52.219-17 SECTION 8(a) AWARD (DEC,1996) ......................... C-5C.11 52.228-5 INSURANCE- WORK ONA GOVERNMENT INSTALLATION
(JA N 2 19 9 7 ) ................................. . . ............................................................... C -6C.12 52.232-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) .................... C-6C.13 52.242-4 CONTRACT TERMS ANDCONDITIONS--COMMERCIAL ITEMS (MAR
2009) ALTERNATE (OCT 2008) .. ..................................................... C-6C.14 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT
STATUTES OR EXECUTIVE ORDERS-COMMERCIAL ITEMS (MAY 2009) ............. C-16C. 15 WHISTLEBLOWER PROTECTION FOR NRC CONTRACTOR AND
SUBCONTRACTOR EMPLOYEES (JULY 2006) ......................................................... C-21C.16 GOVERNMENT FURNISHED EQUIPMENT/PROPERTY (JANUARY 2001) .............. C-21C.17 AUTHORITY TO USE GOVERNMENT PROVIDED SPACE AT NRC
HEADQUARTERS (JUNE 2006) ..................................................... C-22C.18 2052.209-72 CONTRACTOR ORGANIZATIONAL CONFLICTS OF INTEREST
(JAN 1993) ............................ . ............. ............................ C-22C.19 SECURITY REQUIREMENTS FOR BUILDING ACCESS APPROVAL (JUL 2007) ..... C-25C.20 SECURITY (MAR 2004) (2052;204.70) ........................................................ C-26C.21 BADGE REQUIREMENTS FOR UNESCORTED BUILDING ACCESS TO NRC
FACILITIES (MAR 2006) (2052.204-71) ...... ......................... C-28C.22 Drug Free Workplace Testing: Unescorted Access to Nuclear Facilities, Access to
Classified Information or Safeguards Information, or Performing in Specially SensitivePositions ........ ........ ...... ......... ...... ......... ................. C-28
SECTION D - CONTRACT DOCUMENTS, EXHIBITS,O1R ATTACHMENTS .............. D-1
NRC-38-10-723 Section B
SECTION B - CONTINUATION BLOCK
B.1 PROJECT TITLE
The title of this project is as follows: "Organization Development Interventions"
B.2 BRIEF DESCRIPTION OF WORK (MAR 1987)
The contract shall provide NRC agency wide Organization Development (OD) needs and will provide NRCmanagers with support to apply long term strategies to address both Safety Culture and Climate survey,annual Federal Viewpoint Survey results with OD services in support of an open and collaborative workenvironment.
B.3 DURATION OF CONTRACT PERIOD (MAR 1987) ALTERNATE 4 (JUN 1988)
The ordering period for this contract shall. commence on September 20, 2010 through Sepember 19, 2011.Any orders issued during this period shall be completed within the time specified in the order, unless otherwisespecified herein. (See 52.216-18 - Ordering.) The term of this contract may be extended at the option of theGovernment for an additional four (4) one-year option periods.
B.4 PRICEICOST SCHEDULE:
Coach Staff and Managers
00 Assessment Facilitator.
OTHER DIRECT COSTS IAssessment Instruments/Misc Supplies o NTECost Not-to-Exceed (NTE) •
Travel to Regions (4 Trips) ** NTE
TOTAL ODC
-TWA E $393,370
B-1
NRC-38-10-723 Section-B
I Program Management
ý Coach Staff and Managers
SOD:Assessment Facilitator
' OTHER DIRECT COSTSAssessment InstrumentslMisc Supplies *-. 1
NTE I.Travel to Regions (4 Trips) * , NTE
[T AL ODC
..............___ __ ___ __ __ $409,781
Program Management. 1
;Project Management
SR O Consultant,JR OD Consultant. ...
ýCoach Staff and Managers...
OD Assessment Facilitator . . .
.... SUBTOTAL.. $375,159
-OTHER DIRECT COSTS .
".Assessment Instruments/Misc Supplies *,, • NTE
,Travel to Regions (4 Trips) **NTE
TOTAL ODC
L....... .__W._ _12,282
B-2
I :
NRC-38-10-723 Section B
r-1 UqVdT1 I IIdf IiAyull Ilut IL
Coach Staff and Managers
00 Assessment Facilitator
nTLI-;: f'1li•lftT tflQTQ
Assessment Instruments/Misc Supplies * NTE
Travel to Regions (4 Trips) _*_ NTE
TOTAL ODC•ii: S387,152
: •M "t : ' ....... .. . .. ' ! • ' .:•: ." .....
Program Management
Project Management
SR OD Consultant
JR OD Consultant
ýCoach Staff and Managers
OD Assessment FacilitatorSUBTOTAL $314,67T"
OTHER DIRECT COSTS
Assessment Instruments/Misc Supplies,* NTE
-Travel to Regions (4 Trips) __"____ NTE
ToTAL ODC -* ~ ''"~....-...~........-~......-...t I
T9TAL ~ - ~ I ~ I I
GRAND TOTAL --- $1,953,535
* Costs will be reimbursed for actual costs only, Note: back up documen tation/ receipts must be attached to the invoice.
The government will pay up to the rates specified in the Government Federal Travel Regulations (FTR) for travel destinations. Hotel
reservations will be made by the contractor and will be reimbursed for actual costs only, with back up documentation/receipts attached
to the invoice.
B-3
NRC-38-10-723 Section B
B.5 CONTRACT TYPE
(a) The contract type will be a Indefinite Quantity, Delivery Order Labor Hour Contract with firm fixed hourly*rates; with a not-to-exceed (NTE) Delivery Order. and Total Contract ceiling of $393,370.00. Should thecontractor exceed the NTE or obligated ceiling, it does so. at its own risk.
(b) All Labor Hour Rates are fixed to include all costs including, but not limited to: direct labor, fringebenefits, overhead, G&A, and profit necessary to provide all the services required in the contract.
'(c) Other Direct Costs will be reimbursed for actual costs only, Note: back up documentation/ receipts mustbe attached to the invoice.
B.6 CONSIDERATION AND OBLIGATION--DELIVERY ORDERS (JUN 1988)
._(a) The total estimated amount of this contract (ceiling) for the products/services ordered, delivered, andaccepted under this contract is $393,370.00.•. The Contracting Officer may unilaterally increase this amount as, necessary for orders to be placed with the contractor during the contract period provided such orders are withinany maximum ordering limitation prescribed under this contract.
(b) The amount presently obligated with respect to this contract is $80,000.00. The Contracting Officer mayissue orders for work up to the amount presently obligated. This obligated amount may be unilaterallyincreased from time to time by the Contracting Officer by written modification to this contract. The obligatedamount shall, at no time, exceed the contract ceiling as specified in paragraph a above. When and if theamount(s) paid and payable to the Contractor hereunder shall equal the obligated amount, the Contractor shallnot be obligated to continue performance of the work unless and until the Contracting Officer shall increase theamount obligated with respect to this contract! Any work undertaken by the Contractor in excess of theobligated amount specified above is done So at the Contractor's sole risk.
B.7 STATEMENT OF WORK
See Section D - Attachment 1
B-4
NRC-38-10-723
SECTION C - CONTRACT CLAUSES
C.1 ADDENDUM to FAR 52.212-4 Contract Terms and Conditions-- Commercial Items
Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force andeffect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.
The following clauses are incorporated into 52.212-4 as an addendum to this contract:
C.2 PROJECT OFFICER AUTHORITY
* (a) The contracting officer's authorized representative hereinafter referred to as the project officer for this:contract is:
Name: Patricia AdelsteinAddress: U.S. Nuclear Regulatory Commission
Mail Stop: C-TNWashington, DC 20555
Telephone Number: (301) 492-2292Email Address: Patricia.Adelstein(,nrc..ov
(b) Performance of the work under this contract is subject to the technical direction of the NRC project officer.The term "technical direction" is defined to include the following:
(1) Technical direction to the contractor which shifts work emphasis between areas of work or tasks,authorizes travel which was unanticipated in the Schedule (i.e., travel not contemplated in the Statement ofWork (SOW) or changes to specific travel identified in the SOW), fills in details, or otherwise serves toaccomplish the contractual SOW.
(2) Provide advice and guidance to the contractor in the preparation of drawings, specifications, or technicalportions of the work description.
(3):Review and, where required by the contract, approval of technical reports, drawings, specifications, andtelhnical information to be delivered by the contractor to the Government under the contract.
(c) Technical direction must be within the general statement of work stated in the contract. The project officer
does not have the authority to and may not issue any technical direction which:
(1) Constitutes an assignment of work outside the general scope of the contract.
(2) Constitutes a change as defined in the "Changes" clause of this contract.
(3) In any way causes an increase or decrease in the total estimated contract cost, the fixed fee, if any, or 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 disputearising under the contract, or issues any unilateraldirective whatever.
C-1
NRC-38-10-723
(d) All technical directions must be issued in writing by the project officer or must be confirmed by the projectofficer in writing within ten (10) working days after verbal issuance. A copy of the written direction must be'furnished to the contracting officer. A copy of NRC Form 445, Request for Approval of Official Foreign Travel,which has received final approval from the NRC must be furnished to the contracting officer.
(e) The contractor shall proceed promptly with the performance of technical directions duly issued by theproject officer in the manner prescribed by this clause and within the project officer's authority under theprovisions of this clause.
(f) If, in the opinion of the contractor, any instruction or direction issued by the project officer is within one ofthe categories as defined in paragraph (c) of this section, the contractor may not proceed but shall notify the
;contracting officer in writing within five, (5) Working days after the receipt of any instruction or direction and shallrequest the contracting officer to modify the contract accordingly. Upon receiving the notification from thecontractor, the contracting officer shall issue an appropriate contract modification or advise the contractor inwriting that, in the contracting officer's opinion, the technical direction is within the scope of this article and,does not constitute a change under the "Changes" clause.
(g) Any unauthorized commitment or direction issued by the project officer may result in an unnecessary delayin the contractor's performance and may even' result in the contractor expending funds for unallowable costsunder the contract.
-(h) A failure of the parties to agree upon the nature of the instruction or direction or upon the contract action tobe taken 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 officershall:
(1,) Monitor the contractor's technical progress, including surveillance and assessment of performance, and
recommend 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 officerre commendations for approval, disapproval,:or suspension of payment for supplies and services requiredunder this contract.
(4) Assist the contractor in obtaining the badges for the contractor personnel.
(5) Immediately notify the Security Branch, Division of Facilities and Security (SB/DFS) (via e-mail) when acontractor employee no longer requires access authorization and return of any NRC issued badge to SB/DFSwithin three 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, andProprietary information) access to sensitive IT systems.or data, unescorted access to NRC controlledbuildings/space, or unescorted access to protected and vital areas of nuclear power plants receive approval ofSB/DFS prior to access in accordance with Management Directive and Handbook 12.3.
(7) For contracts for the design, development; maintenance or operation of Privacy Act Systems of Records, obtainfrom the contractor as part of closeout procedures, written certification that the contractor has returned to NRC,
C-2
'~. • • ,
NRC-38-10-723
.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.
C.3 2052.215-70 KEY PERSONNEL (JAN 1993)
(a) The following individuals are considered to be essential to the successful performance of the workhereunder:
The contractor agrees that personnel may not be removed from the contract work or replaced withoutcompliance with 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 for work under this contract for a continuous period exceeding 30 work days, or is expected todevote substantially less effort to the work than indicated in the proposal or initially anticipated, the contractorshall immediately notify the contracting officer and shall, subject to the con-currence of the contracting officer,promptly replace the personnel with personnel 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 forthe proposed substitute and other information requested or needed by the contracting officer to evaluate theproposed substitution. The contracting officer and the project officer shall evaluate the contractor's requestand the contracting officer 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 havebeen reassigned, terminated, or have otherwise become unavailable for the contract work is not reasonablyforthcoming, or that -the resultant reduction of productive effort would be so substantial as to impair thesuccessful completion of the contract or the service order, the contract may be terminated by the contractingofficer for default or for the convenience of the Government, as appropriate. If the contracting officer finds thecontractor at fault for the condition, the contract price or fixed fee may be equitably adjusted downward tocompensate the Government for any resultant delay, loss, or damage.
C.4 52.216-18 ORDERING (OCT 1995)
(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of deliveryorders or task orders by the individuals or activities designated in the Schedule. Such orders may be issuedfrom September 24, 2010 through September 23, 2011.
(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event ofconflict between a delivery order or task order and this contract, the contract shall control.
(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order inthe mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized inthe Schedule.
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NRC-38-10-723
C.5 ORDERING PROCEDURES (MAY 1991)
(a)in addition to the contracting officer, contract administrator, and project officer, the following individualsare authorized to issue delivery orders under this contract:
N/A
(b) All delivery orders shall be prepared in accordance with FAR 16.506 and may be issued in writing, orally,:or.by written telecommunications.
C.6 52.216-19 ORDER LIMITATIONS (OCT 1995)
(a) Minimum order, When the Government requires supplies or services covered by this contract in anamount of less than $3,000.00, the Government is not obligated to purchase, nor is the Contractor obligated tofurnish, those supplies or services under the contract.
(b) Maximum order. The Contractor is not obligated to honor--
(1) Any order for a single item in excess of $200,000.00;
(2) Any order for a combination of items in excess of $400,000.00; or
(3) A series of orders from the same ordering office within 1 days that together call for quantities exceedingthe limitation in paragraph (b)(1) or (2) of this section.'
(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of theFederal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirementfrom the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.
_,.ý(d) Notwithstanding paragraphs (b) and (c)..of this section, the Contractor shall honor any order exceedingthe maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering officewithin 5 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items)called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or servicesfrom another source.
C.7 52.216-22 INDEFINITE QUANTITY (OCT 1995)
(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the periodstated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates onlyand are not purchased by this contract.
(b) Delivery or performance shall be made only as authorized by orders issued in accordance with theOrdering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies orservices specified in the Schedule up to and including the quantity designated in the Schedule as the"nmaximum." The Government shall order:,at least the quantity of supplies or services designated in theSchedule as the "minimum."
(c) Except for any limitations on quantities'inthe.Order Limitations clause or in the Schedule, there is no limiton the number of orders that may be issued. The Government may issue orders requiring delivery to multipledestinations or performance at multiple locations.
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NRC-38-110-723
(d)YAny order issued during the effective period of this contract and not completed within that period shall becompleted by the Contractor within the time specified in the order. The contract shall govern the Contractor'sand Government's rights and obligations with respect to that order to the same extent as if the order werecompleted during the contract's effective period; provided, that the Contractor shall not be required to makeany deliveries under this contract after 6 months.
C.8 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)
The Government may require continued performance of any services within the limits and at the ratesspecified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor ratesprovided by the Secretary of Labor. The option provision may be exercised more than once, but the totalextension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise theoption by written notice to the Contractor within 60 days.
,C.9 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)
(a) The Government may extend the term of thiscontract by written notice to the Contractor within 60 days;provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60days., before the contract expires. The preliminary notice does not commit the Government to an extension.
(b) If the Government exercises thisroption, the extended contract shall be considered to include this optionclause.
.(c) The total duration of this contract, including the exercise of any options under this clause, shall notexceed five (5) years.
C.10 52.219-17 SECTION 8(a) AWARD (DEC 1996)
'(a) By execution of a contract, the Small Business Administration (SBA) agrees to the following:
(1) To furnish the supplies or services set forth in the contract according to the specifications and the termsand conditions by subcontracting with the Offeror who has been determined an eligible concern pursuant to theprovisions of section 8(a) of the Small Business Act, as amended (15 U.S.C. 637(a)).
(2) Except for novation agreements and advance payments, delegates to the Nuclear RegulatoryCommission the responsibility for administering the contract with complete authority to take any action onbehalf of the Government under the terms and conditions of the contract; provided, however that thecontracting agency shall give advance notice to the SBA before it issues a final notice terminating the right ofthe subcontractor to proceed with further performance, either in whole or in part, under the contract.
..(3).:That payments to be made under the contract will'be made directly to the subcontractor by thecontracting activity.
..(4) To notify the Nuclear Regulatory Commission Contracting Officer immediately upon notification by thesubcontractor that the owner or, owners upon whom:8(a) eligibility was based plan to relinquish ownership orcontrol of the concern.
(5) That the subcontractor awarded a subcontract hereunder shall have the right of appeal from decisions ofthe. cognizant Contracting Officer under the "Disputes" clause of the subcontract.
C-5
NRC-38-10-723
(b) The offeror/subcontractor agrees and acknowledges that it will, for and on behalf of the SBA, fulfill and.. perform all of the requirements of the contract.
(c) The offeror/subcontractor agrees that' it will not subcontract the performance of any of the requirements of-this subcontract to any lower tier subcontractor without the prior written approval of the SBA and the cognizantContracting Officer of the Nuclear Regulatory Commission.
CA1l 52.228-5 INSURANCE - WORK ON A GOVERNMENT INSTALLATION (JAN 1997)
(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of thiscontract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in thecontract.
(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writingthat the required insurance has been obtained. The policies evidencing required insurance shall contain anendorsement to the effect that any cancellation or any material change adversely affecting the Government'sinterest shall not be effective--
S(1)For such period as the laws of the State in which this contract is to be performed prescribe; or
(2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whicheverperiod is longer.
-'(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontractsunder this contract that require work on a' Governiment installation and shall require subcontractors to providea"nd maintain the insurance required inthe Schedule or elsewhere in the contract. The Contractor shallmaintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to theContracting Officer upon request.
C.12 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 weregiven in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of aclause may be accessed electronically at this/these address(es):
http://www.arnet.gov/far
52.232-18 AVAILABILITY OF FUNDS APR 198452.245-1A GOVERNMENT PROPERTY JUN 2007
ALTERNATE I (JUNE 2007)52.245-9 USE AND CHARGES JUN 2007
(End of Addendum to.52.212-4)
CA13 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAR 2009)ALTERNATE I (OCT 2008)
(a) ;inspection/Acceptance.
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NRC-38-10-723
(1) The Government has the right to inspect and: test all materials furnished and services performed under thiscontract, to the extent practicable at all places and times, including the period of performance, and in any eventbefore 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 amanner that will not unduly delay the work.
(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, theContractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance forthe safe and convenient performance of these duties.
(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials atthe place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 daysafter the date of delivery, unless accepted earlier.
(4) At any time during contract performance, but not later than 6 months (or such other time as may bespecified in the contract) after acceptance.of the services or materials last delivered under this contract, theGovernment may require the Contractor to replace or correct services or materials that at time of delivery failedto meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost ofreplacement or correction shall be determined under paragraph (i) of this clause, but the "hourly rate" for laborhours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributableto profit. Unless otherwise specified below, the portion of the "hourly rate" attributable to profit shall be 10percent. The Contractor shall not tender for acceptance materials and services required to be replaced or-co.rrected without disclosing the former'requi ement. for replacement or correction, and, when required, shalldisclose the corrective action taken. [Insert pOrtionof labor rate attributable to profit.]
(5)(i) If the Contractor fails to proceed-with reasonable promptness to perform required replacement orcorrection, and if the replacement or correction can be performed within the ceiling price (or the ceiling price asincreased 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 disputeunder the Disputes clause of the contract.
(6) Notwithstanding paragraphs (a)(4) and (5) above the Government may at any time require the Contractorto remedy by correction or replacement, without cost to the Government, any failure by the Contractor tocomply 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 ofthe Con'tractor's employees selected or retained by the Contractor afteran'y'of the Contractor's managerial personnelbas reasonable grounds to believe that the employee ishabitually careless or unqualified.
(7,) This clause applies in the same manner and to the same extent to corrected or replacement materials orservices as to materials and services originally delivered under this contract.
(8) The Contractor has no obligation or liability under this contract to correct or replace materials and servicesthat at time of delivery do not meet contract requirements, except as provided in this clause or as may beotherwise specified in the contract.
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(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 ofperformance of this contract to a bank, trust company, or other financing institution, including any Federallending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a thirdparty makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may notassign 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 ofthe parties.
(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613).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 withthe clause at FAR 52.233-1, Disputesi which is incorporated herein by reference. The Contractor shall proceeddiligently 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 orconsumed 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 inthe. contract;
(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in thecontract, travel, computer usage charges, etc.);
(D) The following subcontracts for services which are specifically excluded from the hourly rate: [Insertany subcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; and
(E) Indirect costs specifically provided for in this clause.
(iv) Subcontract means any contract, as defined in FAR Subpart 2.1, entered into with a subcontractor tofurnish supplies or services for performance of the prime contract or a subcontract including transfers between
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NRC-38-10-723..divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchaseorders, and changes and modifications to purchase orders.
(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by anoccurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts ofGod 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. TheContractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after thecommencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedysuch occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officerof the cessation of such occurrence.
(g) Invoice.
(1) The Contractor shall submit an original invoice and three copies(or electronic invoice, if authorized) to theaddress designated in the contract to receive invoices. An invoice must include-
(i) Name and address of the Contractor;:
(ii) Invoice date and number;
(iii) Contract number, contract line item number and, if applicable, the order number;
(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;
(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment ifshipped on Government bill of lading;
(vi) Terms of any discount for prompt payment offered;
(vii) Name and address of official to whom payment is to be sent;
(viii) Name, title, and phone number of person to notify in event of defective invoice; and
(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only ifrequired 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 thiscontract.
(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a properinvoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicablesolicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer- CentralContractor Registration, or 52,232-34, Payment by Electronic Funds Transfer-Other Than Central ContractorRegistration), 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 ofManagement and Budget (OMB) prompt payment regulations at 5 CFR part 1315.
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(h) Patent indemnity, The Contractor shall indemnify the Government and its officers, employees and agentsagainst liability, including costs, for actual or alleged direct or contributory infringement of, or inducement toinfringe, any United States or foreign patent, trademark or copyright, arising out of the performance of thiscontract, provided the Contractor is reasonably notified of such claims and proceedings.
(i) Payments.
(1) Services accepted. Payment shall be made for services accepted by the Government that have beendelivered to the delivery destination(s) set forth in this contract. The Government will pay the Contractor asfollows upon the submission of commercial invoices approved by the Contracting Officer:
(i) Hourly rate'.
(A) The amounts shall be computed by muliiiplying the appropriate hourly rates prescribed in the contract byPthe 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 specifiedin the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in thecontract will not be paid to the extent the work is performed by individuals that do not meet the qualificationsspecified 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 ContractingOfficer) to the Contracting Officer or the authorized representative.
(D) When requested by the Contracting Officer or the authorized representative, the Contractor shallsubstantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) byevidence of actual payment, individual daily job timecards, records that verify the employees meet thequalifications 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 ofthe Contractor having performed work on an overtime basis.
(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work inadvance, overtime rates shall be negotiated.
(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of thiscontract.
(3) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only tothe'extent the overtime is approved by the Contracting Officer.
(ii) Materials.
(A) If the Contractor furnishes materials that meet the definition of a commercial item at FAR 2.101, the price tobe -paid for such materials shall be the contractor's established catalog or market price, adjusted to reflect the-
(1) Quantities being acquired; and
(2) Any modifications necessary because of contract requirements.
(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse theContractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor thatare. identifiable to the contract) provided the. Contractor--!.
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(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 theGovernment and such payment is in accordance with the terms and conditions of the agreement or invoice.
(C) To the extent able, the Contractor shall-
(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery ofsatisfactory materials; and
-(2) Give credit to the Government forcash 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 thefollowing, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: Not toExceed ODC Costs for "Assessment Instruments/Misc Supplies and Travel" as defined under Schedule B.
(2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The Government will reimburse theContractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixedprice: [NONE - "$0].
(2) Total cost. It is estimated that the total cost to the Government for the performance of this contractshall not exceed the ceiling price set forth in the Schedule and the Contractor agrees to use its bestefforts to perform the work specified in the Schedule and all obligations under this contract withinsuch ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments andmaterial costs that will accrue in performing this contract in the next succeeding 30 days, if added to all otherpayments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, theContractor shall notify the Contracting Officergiving a revised estimate of the total price to the Government forperforming 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, theContractor shall so notify the Contracting Officer, giving a revised estimate of the total price forperforming this contract, with supporting reasons and documentation. If at any time during performanceof this contract, the Government has reason to believe that the work to be required in performing this contractwill be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise theContractor, 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 ofthe ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance ifto do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officernotifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revisedceiling that shall constitute the ceiling price for performance under this contract. When and to the extent thatthe ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurredby the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as ifthe hours expended and material costs had been incurred after the increase in the ceiling price.
(4) Access to records. At any time beforefinal payment under this contract, the Contracting Officer (orauthorized representative) will have access.to'the following (access shall be limited to the listing below unlessotherwise agreed to by the Contractor and the Contracting Officer):
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(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), whentimecards 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 theseemployees 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.
(5) Overpayments/Underpayments. Each payment previously made shall be subject to reduction to the extentof amounts, on preceding invoices, that are found by the Contracting Officer not to have been properly payableand shall also be subject to reduction for overpayments-or to.increase for underpayments. The Contractor shallpromptly pay any such reduction within 30 days unless the parties agree otherwise. The Government within 30days will pay any such increases, unless the parties agree otherwise. The Contractor's payment will be madeby check. If the Contractor becomes aware of,:a duplicate invoice payment or that the Government hasotherwise 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 contract line item or subline item, if applicable; and
(D) Contractor point of contact.
(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.
(6)(i) All amounts that become payable by the Contractor to the Government under this contract shall bearsimple interest from the date due until paid unless paid within-30 days of becoming due. The interest rate shallbe:the• interest rate established by the Secretary of the Treasury, as provided. in section 611 of the ContractDisputes Act of 1978 (Public Law 95-563), 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 ispaid.
(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due underthe contract.
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(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 were not repaid because the Contractor hasrequested an installment payment agreement; or
.(C) The Contractor requests a deferment of collection on a debt previously demanded by the ContractingOfficer (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 adefault termination.
(vi) The interest charge shall be computed for the'actual number of calendar days involved beginning onthe 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 otherwisepayable 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 havebecome payable to the Contractor.
(vii) The interest charge made under this clause may be reduced under the procedures prescribed in32.608-2 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, anyoutstanding 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 followingcompletion of the work under this contract, but in no event later than 1 year (or such longer period as theContracting 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 thiscontract and in effect at the time of final payment under this contract, shall execute and deliver, at the time ofand as a condition precedent to final payment under this contract, a release discharging the Government, itsofficers, agents, and employees of and from all'liabilities, obligations, and claims arising out of or under thiscontract, subject only to the following exceptions..
(i).Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible to exactstatement by the Contractor.
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(ii) Claims, together with reasonable incidental expenses, based upon the liabilities of the Contractor toithird parties arising out of performing this contract, that are not known to the Contractor on the date of theexecution of the release, and of which the Contractor gives notice in writing to the Contracting Officernot more
,,,.than 6 years after the date of the release or the date of any notice to the Contractor that the Government isprepared to make final payment, whichever is earlier.
. (iii) Claims for reimbursement of costs (other than expenses of the Contractor by reason of itsindemnification of the Government against patent liability), including reasonable incidental expenses, incurredby 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 (31U.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 theappropriate EFT clause.
(10) Discount. In connection with any discount offered for early payment, time shall be computed from the dateof the invoice. For the purpose of computing the discount earned, payment shall be considered to have beenmade on the date that appears on the payment check or the specified payment date if an electronic fundstransfer 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 isf.o.b. destination.
(k):Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.
(I) Termination for the Government's convenience. The Government reserves the right to terminate thiscontract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shallimmediately stop all work hereunder and shall immediately cause any and all of its suppliers andsubcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid an amount fordirect labor hours (as defined in the Schedule of the contract) determined by multiplying the number of directlabor hours expended before the effective date of termination by the hourly rate(s) in the contract, less anyhourly rate payments already made to the Contractor plus reasonable charges the Contractor can demonstrateto the satisfaction of the Government using its standard: record, keeping system that have resulted from thetermination. The Contractor shall not be required to comply with.the cost accounting standards or contract costprinciples for this purpose. This paragraph does not give the Government any right to audit the Contractor'srecords. The Contractor shall not be paid for any work, performed or costs incurred that reasonably could havebeen avoided.
m(i) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in theevent of any default by the Contractor, or if the Contractor fails to comply with any contract terms andconditions, 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 forsupplies or services not accepted, and the Contractor shall be liable to the Government for any and all rightsand remedies provided by law. If it is determined that the Government improperly terminated this contract fordefault, such termination shall be deemed a termination for convenience.
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(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 andfit 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 beliable to the Government for consequential damages resulting from any defect or deficiencies in accepteditems.
-(q).Other compliances. The Contractor. shall complywith 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 appropriatedfunds to influence certain Federal contracts; 18 US.C.431 relating to officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act;
t.,41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.1C. 265 and 10 U.S.C. 2409 relating to whistleblower'protections; Section 1553 of the American Recovery and Reinvestment Act of 2009 relating to whistleblower-:protections for contracts funded under that Act; 49 U.S.C. 40118, Fly American; and 41 U.S.C. 423 relating to-:;procurement integrity.
(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving
precedence in the following order:
(1) The schedule of supplies/services.
(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, and Compliance with Laws Uniqueto Government Contracts paragraphs of this clause.
(3) The clause at 52.212-5.
(4) Addenda to this solicitation or contract, including any license agreements-for computer software.
(5)ý. Solicitation provisions if this is a solicitation.
(6) Other paragraphs of this clause..
,.:(7) The Standard Form,1449,
(8) Other documents, exhibits, and attachments::
.:,(9) The specification.
(t) Central Contractor Registration (CCR).
(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance andthrough final payment of any contract for the accuracy and completeness of the data within the CCR database,and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remainregistered in the CCR database after the initial registration, the Contractor is required to review and update onan annual basis from the date of initial registration or subsequent updates its information in the CCR databaseto ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms andconditions of this contract and is not a substitute for a properly. executed contractual document.
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(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name(whichever is shown on the contract), or'has transferred the assets used in performing the contract, but has notcompleted the necessary requirements regarding novation and change-of-name agreements in FAR subpart42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day'swritten notification of its intention to (A) change the name in 'the CCR database; (B) comply with therequirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by theresponsible Contracting Officer. The Contractor must provide with the notification sufficient documentation tosupport the legally changed name.
(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails toperform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executednovation or change-of-name agreement, the CCR information that shows the Contractor to be other than theContractor indicated in the contract will be considered to be incorrect information within the meaning of the
pSuspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.
(3). The Contractor shall not change the'name or address for EFT payments or manual payments, asappropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see Subpart32.8, Assignment of Claims). Assignees shall'be separately registered in the CCR database. Informationprovided to the Contractor's CCR record that indicates payments, including those made by EFT, to an ultimaterecipient other than that Contractor will be considered to be incorrect information within the meaning of the"Suspension of payment" paragraph of the EFT clause of this contract.
(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements viathe internet at http://www.ccr.gov or by. calling 1-888-227-2423 or 269-961-5757.
C014 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTESOR EXECUTIVE ORDERS-COMMERCIAL ITEMS (MAY 2009)
.(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which areincorporated in this contract by reference, to implement provisions of law or Executive orders applicable toacquisitions of commercial items: '
(1) 52.222-50, Combatting Trafficking in Persons :(FEB 2009) (22 U.S.C. 7104(g)).
Alternate I (AUG 2007) of 52.222-50 (22 U.S.C.:7104 (g))'
(2) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).
(3) 52.233-4; Applicable Law for Breach of Contract Claim (Oct 2004) (Pub. L. 108-77, 108-78)
(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer hasindicated as being incorporated in this contract by reference to implement provisions of law or Executive ordersapplicable to acquisitions of commercial items:
[] (1) 52.203-6,. Restrictions on Subcontractor' Sales to the Government (Sept 2006), with Alternate I (Oct1995) (41 U.S.C. 253g and 10 U.S.C. 2402).
[] (2) 52.203-13, Contractor Code of Business Ethics and Conduct (DEC 2008)(Pub. L. 110-252, Title VI,Chapter 1 (41 U.S.C. 251 note)).
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U (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009(MAR 2009) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery andReinvestment Act of 2009.)
U :(4) 52.204-11, American Recovery and Reinvestment Act-Reporting Requirements (MAR 2009) (Pub. L.111-5).
U (5) 52.219-3, Notice of.Total HUBZoneSet-Aside (Jan 1999) (15 U.S.C. 657a).
[] (6) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (July 2005)(if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).
' (7) [Reserved]
S[X]. (8)(i) 52.219-6, Notice of Total Small Business Set-Aside (June 2003) (15 U.S.C. 644).
[] (ii) Alternate I (Oct 1995) of 52.219-6.
. [] (iii) Alternate II (Mar 2004) of 52.219-6.
[] (9)(i) 52.219-7, Notice of Partial Small Business Set-,Aside (June 2003) (15 U.S.C. 644).
[] (ii) Alternate I (Oct 1995) of 52.219-7.
fl .'(iii) Alternate II (Mar 2004) of 52.219-7.
[X] (10) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)).
[] (1 1)(i) 52.219-9, Small Business Subcontracting Plan (APR 2008) (15 U.S.C. 637(d)(4)).
[] (ii) Alternate I (Oct 2001) of 52.219-9.'
,l (iii) Alternate II (Oct 2001) of 52.219-9.
[XI (12) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(a)(14)).
0. (13) 52.219-16, Liquidated Damages--Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).
[] (14)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns(OCT 2008) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer.)
[] (ii) Alternate I (June 2003) of 52.219-23.
[] (15) 52.219-25, Small Disadvantaged Business Participation Program--Disadvantaged Status andReporting (APR 2008) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).
0, (1:6) 52.219-26, Small Disadvantaged Business Participation Program--Incentive Subcontracting (Oct2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).
[1 (17) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004)(15 U.S.C. 657 f).
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[XI (18) 52.219-28, Post Award Small Business Program Rerepresentation (APR 2009) (15 U.S.C632(a)(2)).
[X] (19) 52.222-3, Convict Labor (June 2003) (E.O. 11755).
U (20) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (FEB 2008) (E.O. 13126).
[X] (21) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).
[X] (22) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).
IX] (23) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, andOther Eligible Veterans (Sept 2006) (38 U.S.C. 4212).
[X] (24) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) (29 U.S.C. 793).
[XJ (25) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, andOther Eligible Veterans (Sept 2006) (38 U.S.C. 4212).
[X] (26) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec2004) (E.O. 13201).
[] (27) 52.222-54, Employment Eligibility Verification,(Jan 2009). (Executive Order 12989). (Not applicableto the acquisition of commercially available off-the-shelf items or certain other types of commercial items asprescribed in 22.1803.)
.I (28)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May2008) (42 U.S.C.6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelfitems.)
[] (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition ofcommercially available off-the-shelf items..)
[ (29) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007)(42 U.S.C. 8259b).
[] (30)(i) 52.223-16, IEEE 1680 Standard for the Environmental Assessment of Personal ComputerProducts (DEC 2007) (E.O. 13423).
[] (ii) Alternate I (DEC 2007) of 52.223-16.
(31) 52.225-1, Buy American Act--Supplies (FEB 2009) (41 U.S.C. 10a-10d).
[ (32)(i) 52.225-3, Buy American Act--Free Trade Agreements- Israeli Trade Act (FEB 2009) (41 U.S.C.10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, Pub. L 108-77, 108-78, 108-286, 109-53 and 109-169).
[] (ii) Alternate I (Jan 2004) of 52.225-3-.
[] (iii) Alternate II (Jan 2004) of 52.225-3.ii. (33) 52.225-5, Trade Agreements (MARI2009) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).
[X] (34) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s, proclamations, andstatutes administered by the Office of Foreign Assets Control of the Department of the Treasury).
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. (35) 52.226-4, Notice of Disaster-or'Emergency Area Set-Aside (Nov 2007) (42 US.C. 5150),
fl (36) 52.226-5, Restrictions on Subcontracting Outside Disaster'or Emergency Area (Nov 2007) (42U.S.C. 5150).
(] (37) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f), 10U.S.C. 2307(f)).
[] (38) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C.2307(f)).
[X] (39) 52.232-33, Payment by Electronic Funds Transfer--Central Contractor Registration (Oct 2003) (31U.S.C. 3332).
[1. (40) 52.232-34, Payment by Electronic Funds Transfer-Other than Central Contractor Registration (May.1999)ii(31 U.S.C. 3332).
[] (41) 52.232-36, Payment by Third Party (May 1999) (31 U.S.C. 3332).
[] (42) 52.239-1, Privacy or Security Safeguards, (Aug. 1996) (5 U.S.C. 552a).
.[ (43)(i) 52.247-64, Preference for Privately.Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C.App•:X. 1241(b) and 10 U.S.C. 2631):
[] (ii) Alternate I (Apr 2003) of 52.247-64.
(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercialservices, that the Contracting Officer has indicated as being incorporated in this contract by reference toimplement provisions of law or Executive orders applicable to acquisitions of commercial items:
[X] (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).
(2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206 and 41U.S.C. 351, et seq.).
[X] (3) 52.222-43, Fair Labor Standards Act and Service Contract Act--Price Adjustment (Multiple Year andOption Contracts) (Nov 2006) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).
[] (4) 52.222-44, Fair Labor Standards Act, and Service Contract Act--Price Adjustment (Feb 2002) (29U.S.C; 206 and 41 U.S.C. 351, et seq.).
[] (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance,Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.).
[] (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements (FEB 2009) (41 U.S.C. 351, et seq.)..
[] (7) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (MAR 2009)(Pub, L. 110-
247)
.) (8) 52.237-11, Accepting and Dispensing of $1 Coin (SEP 2008) (31 U.S.C. 5112(p)(1)).
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(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of thisparagraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisitionthreshold, 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 ComptrollerGeneral, shall have access to and right to examine any of the Contractor's directly pertinent records involvingtransactions related to this contract.
(2) The Contractor shall make available at its offices at all reasonable times the records, materials, andother evidence for examination, audit, or reproduction, until 3 years after final payment under this contract orfor any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of thiscontract. If this contract is completely or partially terminated, the records relating to the work terminated shallbe made available for 3 years after any resulting final termination settlement. Records relating to appealsunder the disputes clause or to litigation or the settlement of claims arising under or relating to this contractshall 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, andother data, regardless of type and regardless of form. This does not require the Contractor to create ormaintain any record that the Contractor doe~tnot maintain in the ordinary course of business or pursuant to a
• provision of law.
(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, theContractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in asubcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be asrequired by the clause--
(i) 52.203-13, Contractor Code of Business Ethics and Conduct (DEC 2008) (Pub. L. 110-252, Title VI,Chapter 1 (41 U.S.C. 251 note)).
(ii) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)), in allsubcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to smallbusiness concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractormust include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.
(iii) [Reserved]
(iv) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).
(v) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and OtherEligible Veterans (Sept 2006) (38 U.S.C.,'42.12).
(vi) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793).
(vii) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004)(E.O. 13201).
(viii) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).
(ix) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).
Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)).
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(x) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance,Calibration, or Repair of Certain Equipment--Requirements "(Nov 2007)" (41 U.S.C. 351, et seq.).
(xi) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services-Requirements (FEB 2009)(41 U.S.C. 351, et seq.).
(xii) 52.222-54, Employee Eligibility Verification (JAN 2009)
' (xiii) 52.226-6, Promoting Excess Food Donataion to Nonprofit Organizations. (MAR 2009)(Pub, L. 110-247). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.
(xiv) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C.Appx. 1241 (b) and 10 U.S.C. 2631). Flow:down required in accordance with paragraph (d) of FAR clause52.247-64.
(2) While not required, the contractor may include in its subcontracts for commercial items a minimalnumber of additional clauses necessary to satisfy its contractual obligations.
C.15 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 Procedureson Handling Complaints at 29 C.F.R. Part 24 concerning the employer obligations, prohibited acts, DOLprocedures and the 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 orother employment discrimination 'practices with respectto' compensation, terms, conditions or privileges of theiremployment 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 (asi:amenrded) and the Energy Reorganization Act of 1974 (asamended).
(c)The contractor shall insert this or the substance of this clause in any subcontracts involving workperformed under this contract.
C.16 GOVERNMENT FURNISHED EQUIPMENTIPROPERTY (JANUARY 2001)
(a) The NRC will provide the contractor with the items for use during the provision of contract services, aslisted in the statement of work under "Government-furnished Facilities, Supplies and Equipment". These itemswill only be "used" by the contractor while providing contract services at Government facilities and thus thecontractor will not take possession of government property under this contract.
(b) Only the equipment/property listed above in the quantities shown (NONE LISTED) will be provided by theGovernment. The contractor shall be responsible and accountable for all Government property provided underthis contract and shall comply with' the provisions of the FAR Government Property Clause under this contractand FAR Subpart 45.5, as in effect on the date of this contract. 'The contractor shall investigate and provide
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written notification to the NRC Contracting Officer (CO) and the NRC Division of Facilities and Security,Physical Security Branch of all cases of loss, damage, or destruction of Government property in its possessionor control not later than 24 hours after discovery. The contractor must report stolen Government property tothe local police and a copy of the police report must be provided to the CO and to the Division of Facilities andSecUrity, Physical Security Branch.
(c) All other equipment/property required in performance of the contract shall be furnished by the Contractor.
C.17 AUTHORITY TO USE GOVERNMENT PROVIDED SPACE AT NRC HEADQUARTERS(JUNE 2006)
.-Prior to occupying any government provided space at the NRC Headquarters in Rockville, Maryland, theContractor shall obtain written authorization to occupy specifically designated government space via the NRCProject Officer from the Chief, Space Planning and Property Management Branch, Division of Facilities andSecurity. Failure to obtain this prior authorization may result in one or a combination of the following remediesas deemed appropriate by the Contracting Officer.
1. Rental charge for the space occupied to be deducted from invoice amount due the Contractor
2. Removal from the space occupied
3. Contract Termination
C.18 2052.209-72 CONTRACTOR ORGANIZATIONAL CONFLICTS OF INTEREST (JAN 1993)
(a) Purpose. The primary purpose of this clause is to aid in ensuring that the contractor:
(1) Is not placed in a conflicting role because of current or planned interests (financial, contractual,ýorganizational, 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
48 CFR 2009.570-2 in the activities covered by this clause.'
-(c) Work for others.
(1) Notwithstanding any other provision of this contract, duringlthe term of this contract, the contractoragrees to forego entering into consulting or other contractual arrangements with any firm or organization theresult of which may give rise to a conflict of interest with respect to the work being performed under thiscontract. The contractor shall ensure that all employees under this contract abide by the provision of thisclause. If the contractor has reason to believe,' with respect to itself or any employee, that any proposedconsultant or other contractual arrangement with any firm or organization may involve a potential conflict ofinterest, the contractor shall obtain the written approval of the contracting officer before the execution of suchcontractual arrangement.
(2) The contractor may not represent, assist, or otherwise support an NRC licensee or applicantundergoing an NRC audit, inspection, or review where the activities that are the subject of the audit, inspection,or review are the same as or substantially similar to the services within the scope of this contract (or task order
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as appropriate) except where the NRC licensee or applicant requires the contractor's support to explain ordefend the contractors prior work for the utility or other entity which NRC questions.
(3) When the contractor performs work for, the NRC under this contract at any NRC licensee or applicantsite, the contractor shall neither solicit nor petform work in the same or similar technical area for that licenseeor-applicant organization for a period commencing with the award of the task order or beginning of work on thesite (if not a task order contract) and ending one year after completion of all work under the associated taskorder, or last time at the site (if not a task order contract).
(4). When the contractor performs work for the NRC under this contract at any NRC licensee or applicantsite,
(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 performthis type of work (except work in the same or similar technical area) if the contracting officer determines thattle'situation will not pose a potential for technical bias or unfair competitive advantage.
(d)"'Disclosure after award.
(1) The contractor warrants that to thebes't of its knowledge and belief, and except as otherwise set forth inthis contract, that it does not have any organizational conflicts of interest as defined in 48 CFR 2009.570-2.
(2) The contractor agrees that if, after award, it discovers organizational conflicts of interest with respect tothis contract, it shall make an immediate and full disclosure in writing to the contracting officer. This statementmust include a description of the action which the contractor has taken or proposes to take to avoid or mitigatesuch conflicts. The NRC may, however, terminate the contract if termination is in the best interest of theGovernment.
(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 willdisclose all proposed new work involving NRC licensees or applicants which comes within the scope of work ofthe underlying contract.' Further, if this contract involves work at a licensee or applicant site, the contractoragrees to exercise diligence to discover and disclose any new work at that licensee or applicant site. Thisdisclosure must be made before the submission of a bid or proposal to the utility or other regulated entity andmust be received by the NRC at least 15 days before the proposed award date in any event, unless a writtenjustification demonstrating urgency and due diligence to discover and. disclose is provided by the contractorand approved by the contracting officer. The disclosure must include the statement of work, the dollar value ofthe proposed contract, and any other documents that are, needed to fully describe the proposed work for theregulated utility or other regulated entity. NRC may. deny approval of the disclosed work only when the NRChas issued a task order which includes the technical area'and, ifsite-specific, the site, or has plans to issue atask order which includes the technical area and, if site-specific, the site, or when the work violates paragraphs(p)(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. Section552a (1988)), or the Freedom of Information Act (5 U.S.C. Section 552 (1986)), the contractor agrees not to:
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(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 forla period of six months after either,-the completion of this contract or the release of the information to the public, whichever is first;
- (iii) Submit an unsolicited proposal to the Government based on the information until one year after therelease of the information to the public; or
(iv) Release the information without prior written approval by the contracting officer unless the informationhas previously been released to the public by the NRC.
(2) In addition, the contractor agrees that, to the extent it receives or is given access'to proprietary data,data protected by the Privacy Act of 1974 (5 U.S.C. Section 552a (1988)), or the Freedom of Information Act (5U.S.C. Section 552 (1986)), or other confidential or privileged technical, business, or financial informationunder this contract, the contractor shall treat the information in accordance with restrictions placed on use ofthe information.
(3) Subject to patent and security provisions of this contract, the contractor shall have the right to usetechnical data it produces under this contract for private purposes provided that all requirements of thiscontract have been met.
(f) Subcontracts. Except as provided in 48 .C.FR 2009.570-2, the contractor shall include this clause,including this paragraph, in subcontracts of any tier: The terms contract, contractor, and contracting officer,must be appropriately modified to preserve the Government's rights.
(g). Remedies. For breach of any of the a bove restrictions, or for intentional nondisclosure ormisrepresentation of any relevant interest required to be disclosed concerning this contract or for sucherroneous representations that necessarily imply bad faith, the Government may terminate the contract for,default, disqualify the contractor from subsequent contractual efforts, and pursue other remedies permitted bylaw 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, orproposals therefor (solicited or unsolicited), which stem directly from the contractor's performance of workunder this contract. Furthermore, unless so directed in writing by the contracting officer, the contractor may notperform any technical consulting or management support services work or evaluation activities under thiscontract on any of its products or services or the products or services of another firm if the contractor has beensubstantially involved in the development or marketing of the products or services.
(1) If the contractor, under this contract, prepares a complete or essentially complete statement of work orspecifications, the contractor is not eligible to perform or participate in the initial contractual effort which isbased on the statement of work or specifications. The contractor may not incorporate its products or servicesin the statement of work or specifications unless so directed in Writing by the contracting officer, in which casethe restrictions in this paragraph do not apply'.,",
:'(2) Nothing in this paragraph precludes thec€ontractor from offering or selling its standard commercial itemsto"the Government.
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C.19 SECURITY REQUIREMENTS FOR BUILDING ACCESS APPROVAL (JUL 2007)
The Contractor shall ensure that all its employees, subcontractor employees or consultants who areassigned to perform the work herein for contract performance for periods of more than 30 calendar days atNRC facilities, are approved by the NRC for unescorted NRC building access.
The Contractor shall conduct a preliminary federal facilities security screening interview or review for each ofits employee, subcontractor employee, and consultants and submit to the NRC only the names of candidatesfor contract performance that have a reasonable probability of obtaining approval necessary for access toNRC's federal facilities. The Contractor shall pre- screen its applicants for the following:
- (a) felony arrest in the last seven years; (b) alcohol related arrest within the last five years; (c) record of anymilitary courts-martial convictions in the past 10 years; (d) illegal use of narcotics or other controlledsubstances possession in the past year, or illegal purchase, production, transfer, or distribution of narcotics orother controlled substances in the last seven years; (e) delinquency on any federal debts or bankruptcy in thelast seven years.
The Contractor shall make a writtenrecord of its pre-screening interview or review (including any informationto mitigate the responses to items listed in (a) - (e)), and have the applicant verify the pre-screening record orreview, sign and date it. Two copies of the pre-screening signed record or review shall be supplied toFSB/DFS with the Contractor employee's completed building access application package,
..-The Contractor shall further ensure that itsimployees, any subcontractor employees and consultantscomplete all building access security applications required by this clause within ten business days ofnotification by FSB/DFS of initiation of the application process. Timely receipt of properly completed records ofthe Contractors signed pre-screening record or review and building access security applications (submitted forcandidates that have a reasonable probability of obtaining the level of security clearance necessary for accessto NRC's facilities) is a contract requirement. Failure of the Contractor to comply with this contractadministration requirement may be a basis to cancel the award, or terminate the contract for default, or offsetfrom the contract's invoiced cost or price the NRC's incurred costs or delays as a result of inadequate pre-screening by the Contractor. In the event of cancellation or termination, the NRC may select another firm forcontract award.
A Contractor, subcontractor employee or consultant shall not have access to NRC facilities until he/she isapproved by FSB/DFS. Temporary access may be approved based on a favorable NRC review anddiscretionary determination of their building access security forms. Final building access will be approvedbased on favorably adjudicated checks by the Government. However, temporary access approval will berevoked and the Contractors employee may subsequently be denied access in the event the employee'sinvestigation cannot be favorably determined by the NRC. Such employee will not be authorized to work underany NRC contract requiring building access without the approval of FSB/DFS. When an individual receives 'final access, the individual will be subject to a review or reinvestigation every five years.
.'The Government shall have and, exercise full and complete control and discretion over granting, denying,withholding, or terminating building access approvals for individuals performing work under this contract.Individuals performing work under this contrabt at-NRC facilities for a period of more than 30 calendar daysshall be required to complete and submit to the Contractor representative an acceptable OPM Form 85P(Questionnaire for Public Trust Positions), and two FD 258 (Fingerprint Charts). Non-U.S. citizens must provideofficial documentation to the FSB/DFS, as proof of their legal residency. This documentation can be aPermanent Resident Card, Temporary Work Visa, Employment Authorization Card, or other officialdocumentation issued by the U. S. Citizenship and Immigration Services. Any applicant with less than twoyears residency in the U. S. will not be approved for building access. The Contractor shall submit thedocuments to the NRC Project Officer (PO) who will give them to FSB/DFS.
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FSB/DFS may, among other things, grant or deny temporary unescorted building access approval to anindividual based upon its review of the information contained in the OPM Form 85P and the Contractor's pre-screening record. Also, in the exercise of its authority, the Government may, among other things, grant ordeny permanent building access approval based on the results of its review or investigation. This submittalrequirement also applies to the officers of the firm who, for any reason, may visit the NRC work sites for anextended period of time during the term of the contract. In the event that FSB/DFS are unable to grant atemporary or permanent building access approval,: to any individual performing work under this contract, theContractor is responsible for assigning another individual to perform the necessary function without any delayin the contract's performance schedule, or without adverse impact to any other terms or conditions of thecontract. The Contractor is responsible for informing those affected by this procedure of the required buildingaccess approval process (i.e., temporary and permanent determinations), and the possibility that individualsmay be required to wait until permanent building, access approvals are granted before beginning work in NRC'sbuildings.
CANCELLATION OR TERMINATION OF BUILDING ACCESS/ REQUEST
The Contractor shall immediately notify the POwhen a Contractor or subcontractor employee or consultant'sneed for NRC building access approvalis Withdrawn or the need by the Contractor employee's for buildingaccess terminates. The PO will immediately notify FSB/DFS (via e-mail) when a Contractor employee no-longer requires building access. The Contractor shall be required to return any NRC issued badges to theProject Officer for return to FSB/DFS within three days after their termination.
C.20 SECURITY (MAR 2004) (2052.204.70)
(a) Contract Security and/or Classification Requirements (NRC Form 187). The policies, procedures, andcriteria of the NRC Security.Program, NRC Management Directive (MD) 12 (including MD 12.1, "NRC FacilitySecurity Program;" MD 12.2, "NRC Classified Information Security Program;" MD 12.3, "NRC PersonnelSecurity Program;" MD 12.4, "NRC Telecommunications Systems Security Program;" MD 12.5, "NRCAutomated Information Systems Security, Program;" and MD 12;6, "NRC Sensitive Unclassified InformationSecurity Program"), apply to performance of this contract, subcontract or other activity. This MD isincorporated into this contract by reference as though fully set forth herein. The attached NRC Form 187 (SeeList of Attachments) furnishes the basis for providing security and classification requirements to primecontractors, subcontractors, or others (e.g., bidders) who have 'or may have an NRC contractual relationshipthat requires access to classified Restricted Data or National Security Information or matter, access tosensitive unclassified information (e.g., Safeguards), access to sensitive Information Technology (IT) systemsor, data, unescorted access to NRC controlled buildings/space, or unescorted access to protected and vitalareas of nuclear power plants.
'(b)It is the contractor's duty to protect National Security Information, Restricted Data, and FormerlyRestricted Data. The contractor shall, in accordance with the Commission's security regulations andrequirements, be responsible for protecting National Security Information, Restricted Data, and FormerlyRestricted Data, and for protecting against sabotage, espionage, loss, and theft, the classified documents andmaterial in the contractor's possession in connection with the performance of work under this contract. Exceptas otherwise expressly provided in this contract, the contractor shall, upon completion or termination of thiscontract, transmit to the Commission any classified matter in the possession of the contractor or any personunder the contractor's control in connection with performance of this contract. If retention by the contractor ofany classified matter is required after the completion or termination of the contract and the retention isapproved by the contracting officer, the contractor shall complete a certificate of possession to be furnished to,the Commission specifying the classified matter to be: retained. The certification must identify the items andtypes or categories of matter retained, the conditions governing the retention of the matter and their period ofretention, if known. If the retention is approved by the contracting officer, the security provisions of the contractcontinue to be applicable to the matter retained.
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(c) In connection with the performance of the work under this contract, the contractor may be furnished, ormay develop or acquire, safeguards information, or confidential or privileged technical, business, or financialinformation, including Commission plans, policies, reports, financial plans, internal data protected by thePrivacy Act of 1974 (Pub, L. 93.579), or other information which has not been released to the public or hasbeen determined by the Commission to be otherwise exempt from disclosure to the public. The contractorshallensure that information protected from public disclosure is 'maintained as required by NRC regulationsand policies, as cited in this contract or as otherwise provided by the NRC. The contractor will not directly orindirectly duplicate, disseminate, or discloselthe information in whole or in part to any other person or
,organization except as may be necessary to perform the work under this contract. The contractor agrees to,return the information to the Commission or otherwise dispose of it at the direction of the contracting officer.*:-Failure to comply with this clause is groundsý,for termination of.this contract.
(d) Regulations. The contractor agrees to conform to.all .security regulations and requirements of theCommission which are subject to change as directed by the NRC Division of Facilities and Security (DFS) andthe Contracting Officer. These changes will be under the authority of the FAR Changes clause referenced inthis document.
The contractor agrees to comply with the security requirements set forth in NRC Management Directive 12.1,NRC Facility Security Program which is incorporated into this contract by reference as though fully set forthherein. Attention is directed specifically to the section titled "Infractions and Violations," including"Administrative Actions" and "Reporting Infractions."
(e) Definition of National Security Information. The term National Security Information, as used in this clause,means information that has been determined pursuant to Executive Order 12958 or any predecessor order torequire protection against unauthorized disclosure and that is so designated.
(f) Definition of Restricted Data. The term Restricted Data, as used in this clause, means all data concerningdesign, manufacture, or utilization of atomic weapons;. the production of special nuclear material; or the use ofspecial nuclear material in the production of energy, but does not include data declassified or removed fromthe Restricted Data category pursuant to Section 142 of the Atomic Energy Act of 1954, as amended.
(g) Definition of Formerly Restricted Data., Thetermý Formerly Restricted Data, as used in this clause, meansatlldata removed from the Restricted Datacategory under Section 142-d of the Atomic Energy Act of 1954, asa mended.
(h) Definition of Safeguards Information. Sensitive unclassified information that specifically identifies thedetailed security measures of a licensee or an applicant for the physical protection of special nuclear material;or security measures for the physical protection and location of certain plant equipment vital to the safety ofproduction of utilization facilities. Protection of this information is required pursuant to Section 147 of theAtomic Energy Act of 1954, as amended.
(i) Security Clearance. The contractor may not permit any. individual to have access to Restricted Data,.Formerly Restricted Data, or other classified information, except in accordance with the Atomic Energy Act of1954, as amended, and the Commission's regulations .or requirements applicable to the particular type orcategory of classified information to which access is required. The contractor shall also execute a StandardForm 312, Classified Information Nondisclosure Agreement, when access to.classified information is required.
(j) Criminal Liabilities. It is understood that disclosure of National Security Information, Restricted Data, andFormedy Restricted Data relating to the work or services ordered, hereunder to any person not entitled toreceive it, or failure to safeguard any Restricted Data, Formerly Restricted Data, or any other classified matterthat may come to the contractor or any person under the contractor's control in connection with work under thiscontract, may subject the contractor, its agents, employees, or subcontractors to criminal liability under the
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NRC-38-1 0-723
laws-.of the United States. (See the Atomic Energy Act of 1954, as amended, 42 U.S.C. 2011 et seq.; 18U.S.C. 793 and 794; and Executive Order 1.2958;)
(k) Subcontracts and Purchase Orders. -Except as otherwise authorized in writing by the contracting officer,,the contractor shall insert provisions-similar to the foregoing in all subcontracts and purchase orders under this7contract.
(I) In performing the contract work, the contractor shall classify all documents, material, and equipmentoriginated or generated by the contractor in accordance with guidance issued by the Commission. Everysubcontract and purchase order issued hereunder involving the origination or generation of classifieddocuments, material, and equipment must provide that the subcontractor or supplier assign classification to alldocuments, material, and equipment in accordance with guidance furnished by the contractor.
C.21 BADGE REQUIREMENTS FOR UNESCORTED BUILDING ACCESS TO NRC FACILITIES(MAR 2006) (2052.204-71)
During the life of this contract, the rights of ingress and egress for contractor personnel must be madeavailable, as required, provided that the individual has been approved for unescorted access after a favorableadjudication from the Security Branch, Division of Facilities and Security (SB/DFS).
In this regard, all contractor personnel whose duties under this contract require their presence on site shallbe clearly identifiable by a distinctive badge furnished by the"NIRC. The Project Officer shall assist thecontractor in obtaining badges for the contractor personnel' A!l contractor personnel must present two forms ofIdentity Source Documents (1-9). One of the'documents must be a valid picture ID issued by a state or by theFederal Government. Original 1-9 documents usit:be presented in person for certification. A list of acceptabledocuments can be found at http://www.usdoj.g6ovct/crecruit-employri9form.pdf. It is the sole responsibility of
wthe contractor to ensure that each employee has a proper NRC-issued identification/badge at all times. Allp, hoto-identification badges must be immediately.(no later than three days) delivered to SB/DFS for-cancellation or disposition upon the termination of employment of any contractor personnel. Contractorpersonnel must display any NRC issued badge in clear view at all times during on site performance under thiscontract. It is the contractor's duty to assure that contractor personnel enter only those work areas necessaryfor performance of contract work, and to assure the protection' of any Government records or data thatcontractor personnel may come into contact with.
C.22 Drug Free Workplace Testing: Unescorted Access to Nuclear Facilities, Access to ClassifiedInformation or Safeguards Information, or' Performing in Specially Sensitive Positions.
NRC's Headquarters Assistant Drug Program Coordinator (ADPC) shall be responsible forimplementing and managing the collecting and testing portions of the NRC Contractor Drug Testing Program.The Headquarters ADPC function, is carried out by the. Drug Program Manager in the Division of Facilities andSecurity, Office of Administration. All sample collection, testing, and review of test results shall be conductedby the NRC "drug testing contractor." The NRC will reimburse the NRC "drug testing contractor" for theseservices.
All contractor employees, subcontractor.employees and consultants proposed for performance or performingunder this contract shall be subject to the requirements of the clause if they meet one of the following criteriastated in the Plan: (1) individuals who require unescorted access'to nuclear power plants, (2) individuals whohave access to classified or safeguards information, :(3), individuals who are required to carry firearms inperforming security services for the NRC, (4) individuals who are required to operate government vehicles ortransport passengers for the NRC, (5) individuals who are required to operate hazardous equipment at NRCfacilities, or (6) individuals who admit to recent illegal drug use or those who are found through other means tobe using drugs illegally. The Plan includes pre-assignment, random, reasonable suspicion, and post-accident
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NRC-3 8-10-723!:,drug testing. The due process procedures applicable to NRC employees under NRC's Drug Testing Program:--are not applicable to contractors, consultants, subcontractors and their employees. Rather, a contractors
e,-dmployees and their subcontractors are'subject to0the procedures and terms of their employment agreements-With their employer.
The NRC Drug Program Manager will schedule the drug testing for all contractor employees, subcontractoremployees, and consultants who are subject to testing under this clause in accordance with the Plan. TheNRC will reimburse the NRC "drug testing contractor" for collecting, testing, and reviewing test results. AnyNRC contractor found to be using, selling, or possessing illegal drugs, or any contractor with a verified positivedrug test result under this program while in a duty status will immediately be removed from working under theNRC contract. The contractor's employer will be notified of the denial or revocation of the individual'sauthorization to have access to information and ability to perform under the contract. The individual may notwork on any NRC contract for a period of not less than one'year from the date of the failed drug test and willnot be considered for reinstatement unless evidence of rehabilitation, as determined by the NRC "drug testingcontractor's" Medical Review Officer, is provided.
Contractor drug testing records are protected under the NRC Privacy Act Systems of Records, System 35,"Drug Testing Program Records - NRC" found at:http:llwww.nrc.aov/readincq-rmffoia/privacy-systems.html
(End of.Clause)
C-29
SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS
ATTACHMENTNUMBER TITLE
1
2
3*
4
5
STATEMENT OF WORK
SAMPLE DELIVERY ORDER & CHART
BILLING INSTRUCTIONS FORLABOR HOUR/TIME AND MATERIALS TYPE CONTRACTS (JUNE 2008)
NRC Acquisition Regulation (48 CFR Chapter 20)Subpart 2009.5 Organizational Conflicts of Interest
Contract Security and/or .Classification Requirements (NRC Form 187)
Attachment 1
Organization Development ServicesStatement of Work
I. Background
The NRC is responsible for regulating domestic activities related to radiation protection andnuclear safety for nuclear facilities and for promoting the common defense and security relatedto uses of radioactive materials. The NRC also licenses the import and export of radioactivematerials participates in international. nuclear activities, including multilateral and bilateral safetyand security activities, and works closely with its international counterparts to enhance nuclearsafety and security worldwide.
In addition, 34 States have signed agreements with the NRC under which they assumeregulatory responsibility for the use of certain quantities of radioactive materials for civilianpurposes in their respective States. These Agreement States implement State regulations thatare compatible with NRC regulations. In all, they issue about 80 percent (17,600) of the morethan 22,000 radioactive materials licensees in the United States. The NRC works closely withAgreement States to ensure a consistent regulatory framework, nationwide.
For at the last 10 years, the NRC has contracted for Organization Development (OD) consultantsto support the agency mission and to improve its effectiveness. Consultants have providedservices such as coaching managers, supporting office change management efforts, andworking with specific units or groups to improve the work environment and performance. InFiscal Year 2009, approximately 15 OD interventions were conducted. The contractor hasprovided 49 OD interventions since 2005.
The NRC anticipates that requests for OD services will continue during the next 5 years. Inaddition, since the last Statement of Work (SOW) was implemented, the NRC has hired anadditional 1,000 employees, expanded its functions to include the licensing and constructionoversight of new reactors, and has created a newtechnical'office for the first time in 30 years.At least 20 new reactor license applications are expected in the next 10 years. Staff andleadership are required to use new andiinnovative skills and methods to develop and maintainhigh performance to meet stakeholdersdemands over the coming years.
OD is defined as a planned effort to. increase an organization's effectiveness and health throughinterventions in the organization's hum an processes, and using behavioral science knowledge.'
II. Purpose
This contract proposes to provide state-of-the-art OD services as outlined in this SOW. Itprovides the following:
" Support the agency's efforts to create and sustain a work environment that produces positivework outcomes and collaboratively engages its internal and external stakeholders;
o Build the agency's internal capacity to sustain a diverse, high-performing workforce;o Maintain and enhance the professionalism of its employees;o Build public confidence and trust in the NRC;o Enable the professional staff to meet new challenges confronting them in their positions;o Support employees who are preparing for management and supervisory responsibilities; ando Enhance individual and group performance and address cultural and environmental issues
through role modeling during all stages of OD interventions.
Enclosure
Organization Development: BehavioralrScience Interventions for Organization Improvement (6th
Edition) 1998.
,I "
Attachment 1
2
Ill. Objective
A Framework for Providing Targeted Agencywide OD Services
The contractor shall provide intervention services designed to address agency, office, and workunit OD needs. Interventions shall be 'targeted to the individual and immediate challenges of aspecific work unit as identified by the requesting work unit in consultation with its leadership.
The contractor shall align with the NRC values, strategic goals, leadership philosophy, andactivities as well as the agency's mission and strategic goals. Also, all OD interventions will beconducted using the six critical stages of a successful intervention as listed in Appendix A.Implicit in each organization development intervention is the goal of becoming and sustaining ahigh-performing organization with a strong safety culture.
Terms: Client Engagement and OD Intervention
Client Engagement refers to the overall individual client interaction process of providing ODservices; from initial client request to final evaluation.
OD Intervention describes a specific activity or event that supports change and learning in anorganization. A client engagement can have many OD Interventions in it.
IV. Statement of Work
The contractor shall provide the OD services as outlined in the SOW at NRC Headquarters, itsregional offices in Region I, King of Prussia, 'PA; Region II, Atlanta, GA; Region Ill, Lisle, IL andRegion IV in Arlington, TX; the Technical Training Center (TTC) in Chattanooga, TN, and/or atother sites as identified by the NRC:
The contractor shall provide, at the NRC Project Officer's request, the following services asoutlined below under Tasks 1 through 4:
IV.1. Task 1 - Gap Analysis and Contract Project Plan
The contractor shall analyze and report, in the first year, current documents and reports thatidentify the organizational culture and its performance against a mutually agreed upon HighPerforming Model. Such documents Include: NRC 2005 and 2008 Safety Culture and ClimateSurveys and past Federal Ahnual Viewpoint Surveys. Also, the contractors shall review the datagathered from additional staff focus groups and action plans developed after the 2008 SafetyCulture and Climate Survey results. The purpose of holding additional staff focus groups was toidentify additional data regarding various survey responses. Based on the gap analysis, a high-level contract project plan shall be presented at the same time that the gap analysis ispresented.
Attachment 1
3
IV. 1.1. - Requirement
Provide gap analysis and contract project plan.IV. 1.2. - Standard
The contractor shall perform the task in the following manner:
a. Review relevant assessment documents available.b. Consult and interview NRC senior staff.c. Identify current state and "to be" state based on a mutually agreed upon
high performance model.d. Draft a gap analysis in Report Forme. Oral presentation to Senior Staff.f. Prepare a contract project plan to address gap analysis.
IV.1.3. - Deliverables
a. Gap analysis in report-form.b. Oral presentationc. Contract project plan to address gap analysis
IV. 2. Task 2 - Organization Development Services
The contractor shall be technically competent in and, when requested, be required to provide ODservices that enhance a work unit's performance and support a humanistic, healthy, andeffective NRC work culture.
IV.2.1. - Requirement
Provide agencywide OD services through a six-stage engagement process.
IV.2.2. - Standard
When requested by the NRC Project Officer, the contractor shall perform any or all of thefollowing activities as identified for the intervention:
a. Upon request, hold client entry meetings to identify engagement scope.b. Prepare an engagement letter and high-level project plan for proposed work.c. Conduct data gathering from the client system, including leaders and staff.d. Present concise, aggregated data to the client in the form of survey feedback.e. Conduct and lead OD interventions that reflect the client data gathered, address the
key drivers and goals as identified by the client.f. Provide client coaching within the context of an OD engagement as outlined in the
initial client engagement letter.g. Administer and interpret individual developmental assessment tools such as the
MBTI, SDI, and 360 degree assessment.h. Design and provide training' as a part of an OD engagement or as part of interpreting
developmental assessments..:
Attachment 1
4
IV. 2.3. - Deliverables
The contractor shall provide any'of the following deliverables to the NRC Project Officer asappropriate for each intervention or workshop:
a. Client Entry meetingsb. OD Engagement Memorandum and Project Plan for each engagementc. Final data gathering questionsd. Survey feedback of data gatherede. Draft and final agenda for proposed client interventions and workshopsf. Process agenda for large interventions (as agreed upon by contractor and PO)g. OD Interventionsh. Client Coaching (individual or team) as identified within the context of the 00
engagementi. OD Engagement Report that outlines the outcomes achieved, interventions conducted
and provides overriding group themes that support or hinder achievement of theoutcomes
j. Assessment results.
IV.3. Task 3 -- Develop Participant Materials
Develop participant materials that address the client's need when providing an organizationdevelopment intervention, including training, coaching, off-sites and assessments.
IV. 3.1 - Requirement
The contractor shall be technically competent and able, when requested, to develop individualparticipant materials necessary for conducting a topic specific OD session, training, andcoaching session.
IV. 3.2 - Standard
When requested by the NRC Project Officer, the contractor shall perform any or all of thefollowing activities and provide appropriate deliverables as indicated in IV. 2.3.:
a. Analyze and prepare written reportsb. Develop training materials'andrjob aids, such 'as manuals or hand-outs or other
media (e.g. slides).c. Develop and conduct group presentations. Assessment Instruments (online or paper
and pencil)
IV. 3.3 - Deliverables
a. Written reports (as outlined in IV.2.Deliverables)b. Training material and aids, slides, or Web-based materials (e.g. for surveys)c. Materials for proposed OD interventions.d. Assessments
Attachment I
5
IV. 4. Task 4 - Evaluation ToolsDevelop and implement a clearly defined, cyclical and measureable evaluation process thatincludes a generic assessment tool for each client OD engagement and for specific interventionswithin that engagement.
IV. 4.1. - Requirement
The contractor shall develop OD engagement and intervention evaluation tools
IV. 4.2. - Standard
When requested by the NRC Project'Officer, the contractor shall perform any or all of thefollowing activities and provide appropriate deliverables as indicated in IV. 3.3.:
a. Get consensus from the client on key drivers and expected and observableoutcomes. "What does success look like?"
b. Develop metrics and evaluations for the pre-and post-client intervention (whole clientengagement, not just a specific group intervention-see c. below)
c. Develop a participant evaluation for trainings, retreats or any other specific andsignificant group activity within the larger OD engagement.
d. As part of the Contract Annual Report, prepare a Level 3 Kirkpatrick assessment2 ofall OD client engagements conducted at the end of the base year.
IV. 4.3 - Deliverables
a. Standard evaluation process designb. Proposed pre-and post-client intervention evaluation assessmentc. Surveys (online or other)d. Assessment report
V. Personnel Qualifications
The contractor shall provide qualified OD consultants to develop, conduct, and facilitatecustomized OD. The OD consultants shall be able to provide any necessary training pertainingto, or associated with, OD activities.
At a minimum, the Senior OD consultant shall have the following knowledge, skills, and abilities:
The proposed OD consultant shall have comprehensive knowledge of OD, the behavioralsciences, management, general business, training, and current developments in OD andorganizational learning.
2 Level 3 measures behavior - capabilityltd perform the learned skills while on the job.
Attachment 1
The OD consultant shall have over 10 years of experience in OD interventions to otherFederal Government agencies of a'scientific and engineering nature, and a Master's degreein one of the applied behavioral sciences, preferably Organization Development, CounselingPsychology, or ManagementScience.,
The proposed OD consultant shall be skilled in the theory of understanding organizationsand the process of change; a view of organizations; and an ability to visualize, design, andimplement long-range change management and other OD interventions including trainingprograms and assessment workshops.
The proposed OD consultant shall possess strong interpersonal skills in the following areas:communications, providing and receiving feedback, leveling and confronting, and the abilityto handle stress and frustration.
The proposedOD consultant shall identify any affiliations they have with the applicable ODorganizations, such as the Organizational Development Network (ODN) or the InternationalAssociation of Facilitators (IAF). They shall be certified in coaching, and qualified toadminister and interpret any assessment instrument used in an intervention.
An International Coaching Federation (ICF) certified coach or an individual who holds a Ph.D. in
clinical psychology shall perform any appropriate coaching interventions.
At a.minimum, a junior consultant shall have the following knowledge, skills, and abilities:
* The junior consultant shall have8 ito 10ýyears of'experience working in the field ofOrganization Development and'at•lbeast-a Bachelors degree in a related behavioral science.
" A junior consultant may be used to assist the senior consultant upon the project officer'sapproval. Junior consultants will work only in conjunction with a senior consultant.
VI. Quality of Performance
During the life of the contract, the contractor shall assure that the OD consultants and ODmaterials are of the highest quality. The contractor shall, as a minimum:
* Provide a qualified primary consultant that is capable of conducting an OD session with anestimated 12 to 30 participants and one alternate back-up consultant for each OD session.The alternate shall be capable to fill-in if the primary consultant is unable to perform theservices on the date scheduled. The contractor shall obtain the Project Officer (PO's)approval before substituting a primary or back-up OD facilitator in accordance with the KeyPersonnel Clause of this contract.
* Be responsible for researching and understanding the materials and makerecommendations to improve materials provided by NRC staff in the OD or coachingsessions and ensure that participant materials are designed and printed in a quality fashion,as outlined in this SOW, and acceptable to the PO.
Attachment 1
" Maintain control of the learning time so that the presentation of information and exercisesare organized and timely (key.points and courses objectives are stated and met.)
* Provide 10-minute breaks (generally every 50 minutes) within the overall schedule, andmanage distractions. Consistently and tactfully defer questions of minimal interest to thegroup, to answer at later time, in an effort to save time.
" Observe the effect of the coaching on the group and reasonably attempt to clarify, provideexamples or, in some other way, help correct problems, and improve participants'opportunity to learn.
VII. Program Management
The contractor shall be responsible for managing and coordinating the delivery of all servicesdescribed in this SOW. The contractor shall provide a full-time Program Manager (PM),available Monday through Friday, during normal business hours (e.g. 8:30 a.m. to 5:00 p.m. localtime), to implement tasks pertaining to the contract and respond to all NRC OD requests. Thisshall include answering questions about invoicing, scheduling,, delivery of courses materials, ODconsultant availability, and other related contractual matters.
Also, the PM shall:
* Ensure completion and timely delivery of required contract reports. Communicate to the POas appropriate, via email, telephone, fax or letter regarding contractual matters.
" Schedule OD requests as needed. Calls for OD services are not scheduled in advance andrequests for OD services can be sporadic, with many requests over a short period of time orintervals where little or no activity takes place. When offices need OD services, it is generallyon a short turn-around time, sometimes immediately but usually within a week of this call forassistance. It is not possible, therefore, to establish a time schedule for OD interventions. Thecontractor's schedule shall allow for flexibility of scheduling so that when the requests aremade, the services can be provided.
* Schedule additional OD interventions for the Technical Training Center, and Regionaloffices, or other specified location upon request from the PO. Such scheduling includesclearing the instructor and advising the PO that the instructor has been confirmed to conductthe session.
* Provide the PO with an OD consultant roster-, within 20 days after contract award. The rostershall include each facilitator's full name,: telephone number, and facsimile number.
* Meet with the PM four times each year during contract performance for an estimated 1 houreach time to discuss any OD concerns, billing, delivery, and any other related issues. Totalestimated time is 20 hours over the contract's life.
* Perform any work described in the SOW either under oral or written instructions. It isexpected that NRC will use a written work order letter to confirm oral requests to performwork.
Attachment I
8
VIII. Cost Quotation
This contract involves professional services with deliverables in the form of written workproducts. The contract also involves professional services in the areas of facilitating ODinterventions as well as coaching. Proposals shall include a dollar ordering ceiling (withsupporting cost breakdown) for each contract year assuming the estimated hours of labor peryear shown below. The labor costs shall be based on the contractor's hourly rates as indicatedon the GSA schedule or discounts thereto. When an option year is exercised, the orderingceiling for the option year will be added to the ceiling for the base year. In addition, the totalcontract shall be quoted in whole dol!rs:
IX. OD Interventions Locations, Cancellations, Length, and Time
A. OD Interventions Locations. OD interventions may be offered in NRC training facilities inHeadquarters (Rockville, MD), Region I (King of Prussia, PA), Region II (Atlanta, GA),Region Ill (Lisle, IL), Region IV (Arlington, TX) and the Technical Training Center(Chattanooga, TN) and other locations specified by the NRC Project Officer.
B. Cancellations. The NRC will cancel a scheduled OD session when there is reason fordoing so, not later than five workdays prior to the time the OD session is scheduled tobegin. The NRC may reschedule the session for a mutually agreeable date withoutadditional cost to the NRC. If for any reason, the NRC fails to give either written (thisincludes e-mail) or oral notice to the contractor within the five workday period, the NRCwill reimburse the contractor for seventy-five percent of the original cost of the service.Should the NRC have to close down due to any emergency situation not within the fiveworkday period, the contractor shall reschedule the OD session, upon the NRC PO'srequest, for a mutually agreeable date; without additional cost to the NRC.
C. 00 Session Length and Starting Time. OD session shall begin at 8:30 a.m. and end nolater than 4:30 p.m. unless otherwise stated at the time of scheduling. Team Building andother OD sessions may be given at various times-during the workday and may last from Ihour to all day.
X. Travel
A. All travel shall be in accordance with Government Travel Regulations in effect at thetime the travel is undertaken.
B. The contractor shall be responsible for making all travel arrangements. All travelexpenses shall be reasonable and within the Government allowance. The contractorshall submit itemized receipts for travel expenses when invoicing the NRC and shallinclude supporting documentation for travel such as: lodging statement, copy ofairline ticket, copy of rental car receipt, or cab receipt(s).
C. If an OD facilitator is away from his or her place of residence and requests flightarrangements be made from a location other than their place of residence, the NRCwill not be obligated to pay the increased costs.
Attachment 1
9
XI. Contractor Deliverables and Delivery Locations
The contractor shall provide the following deliverables under this contract:
A. A sufficient number of 'any assessment tool that is used in connection with an ODintervention, such as the MBTI indicator, a 360 degree survey instrument, or otherappropriate tools and materials.
B. The Contractor's Consultant Roster is due to the PO within 20 days after contractaward and will be updated whenever regularly as new consultants join or othersno longer work for the contractor. Consultant updates will be submitted to the POwithin 10 days of being assigned to work at the NRC.
C. Reports. The contractor shall electronically submit to the PO, no later than thetenth of each month, as applicable, the following:
1. A Monthly Progress Report showing all OD sessions currently scheduled, withappropriate annotation as to OD title, date, location (whether Headquarters,TTC or Region), name of OD facilitator, and work order number, if known.The NRC PO will not approve invoices for payment before receiving themonthly report.
2. Within 20 working days after completing an OD engagement, the contractorshall submit to the CO, PO,ý and the requesting office, a written ODIntervention Report on the results and recommendations of the OD initiatives.The NRC PO will not approve invoices for payment before receiving the ODIntervention report.*,.
3. An Annual Report', listing all OD engagements completed for the calendaryear (CY) and outcomes that resulted from such engagements, is due within10 working days after each CY.
4. A final report is due within 60 working days after completion of the contract.This report shall comment on the value of the OD interventions to the NRCand to participants, as reflected in their overall evaluation comments.
The contractor shall send materials to the applicable region or Technical Training Center whenOD interventions are held away from NRC:Headquarters in sufficient time (generally 10 workingdays) prior to presentation during an intervention. For each of the NRC's four regions and theTechnical Training Center, the following addresses shall be used until further notice:
REGION I OFFICE: Ms. Christine O'RourkeU.S. NRC, Region I475 Allendale Road,King of Prussia, PA .19406-1415(601) 337-5700
Attachment 1
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REGION II OFFICE:
REGION III OFFICE:
REGION IV OFFICE:
NRC TECHNICALTRAINING CENTER
Ms. Valencia HicksU.S. NRC, Region II61 Forsyth Street, SWAtlanta, GA 30303-8931
Ms. Chad McCormickU.S. NRC, Rill2443 Warrenville Road, Suite 210Lisle, IL 60532-4352
Ms. Sandra LindsayU.S. NRC, RIV611 Ryan Plaza, Suite 400Arlington, TX 76011-4405
Mr. Mark MillerU.S. NRC, TTCOsborne Office Center5746 Marlin Road, Suite 2000Chattanooga, TN 37411-5677
Xll. Ordering Procedures
The PO will issue work orders under the contract for OD interventions. These orders will bepriced as a unit price, based on an hourly rate multiplied by the number of hours required toperform each intervention. The NRC shall be invoiced only for the actual hours of workperformed (using the hourly rate, multiplied by the number of hours actually worked). In addition,the contractor shall be required to maintain time sheets, reflecting the time spent on any ODintervention, and submit those time sheets when invoicing the NRC for completed work.
XIll. Period of Performance
The base period of contract performance shall be for 1 year from the effective date of thiscontract with four 1-year optionr periods.
XIV. Government-furnished Facilities, Supplies, and Equipment
The NRC will provide the following 'upon request of the.contractor for use during the provision ofcontract services:
1. Appropriate facilities for conducting oD meetings and other related activities atNRC headquarters and each of its four regions, the TTC, and other specifiedlocations.
2. Easels and flip charts3. Name and tent cards4. DVD Player, VCR (if needed), VTC/LCD video camera equipment;5. TV monitors and microphones...,6. Blank DVDs, CDs, or tapes
Attachment 1
11
7. Overhead projector8. Writing pens and paper.9. Highlighters10. Dry erase markers, painter's tape for attaching participants' flip chart work sheets to
special wall boards
APPENDIX A - Description: OD Engagement ProcessAPPENDIX B - Proposed Framework for NRC OD Intervention ServicesAPPENDIX C - Characteristics of OD Interventions ,APPENDIX D - OD Theories, Concepts, and ActivitiesAPPENDIX E - Charts of Deliverables, .
Attachment 1
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APPENDIX A.
An Organization Development Engagement: Description
The NRC provides OD services covering a variety of situations to supervisors, managers, andexecutives. A sample of the OD interventions and tools OD consultants use is attached(Appendix B). The end result of an Op engagement, at a minimum, includes one or many peoplein the line organization learning something new or making positive behavior changes. ODengagements have the following six stages.
Stage 1. Engagement Begins: Entry and Contracting-A preliminary needs assessment is foridentifying the scope of the project, the negotiation, and commitment building.
Stage 2. Diagnosis of the organization is required to determine organizational strengths,weaknesses and needs. (This is one of the most important stages of the processbecause it brings issues to the surface and starts the organization on the road tochange.)
Stage 3. To plan for change, OD interventions are used to make improvements and neededchanges required in the organization. Several activities are included in this stage, suchas, but not limited to:
" Program design" Problem solvinga Training• Team building.:'a Inter group team buildinga Intra group team'building,a Strategic planning
Stage 4. The stabilization stage'is necessary for reinforcing, maintaining, and normalizing thevalues, skills, and changes learned in the OD intervention.
Stage 5. The evaluation stage is also necessary to OD interventions and must not be skipped.This stage may include the following:
" Making another diagnosis and comparing the results with the originaldiagnosis;
" Looking at changes in performance and other important aspects, whenappropriate, to assess the overall effectiveness of the intervention toencourage members of an organization to improve or maintain theirperformance;
" Asking key employees for verbal or written comments on the valueof the Intervention.
Stage 6. The follow-up evaluation plan, is used by top management, the internal NRC personcharged with implementing the change agent (the OD facilitator) to learn more about the value ofthe intervention.
Attachment I
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APPENDIX B - SAMPLE WORK ORDER AND CHARTBelow section is a Sample Only. The project officer completes this entire section per anoffice's organization development requirements.
Date:Contract No.: NRC-XX-XX-XXXWork Order No.:
United StatesNuclear Regulatory Commission
Washington, DC 20555-0001
Issued by: (Project Officer)
In accordance with our Contract No.: NRC- XX-XX-XXX, please perform the following:
Brief Description: Briefly describe requesting office's function and reason for requestingservices)
(Office) is responsible for development and maintenance of a comprehensive informationtechnology program to support the mission and program activities of the NRC. The Divisionprovides business process improvement expertise and support to NRC offices and coordinatesall business system development activities to assure that applications effectively support agencybusiness needs.
To support the establishment of the Project Management Office, (Office) requests OD supportwith development of a plan to implement the PMO within NRC; and with readying (Office)employees to assume responsibilities associated with operating in a matrix environment.
Please perform the following services:* Assist the Office to develop and articulate a comprehensive plan, goals and successcriteria.* Assist the Office and responsibilities among PMO stakeholders.• Facilitate change enablement sessions for (Office) staff.* Guide Communications Action Group on their advisory role in PMO communications.* Provide facilitation support for chartering a PM Advisory Group of OIS project managers.
Alignment with Office Objectives
Interventions listed below are designed 'to align with the following (Office) PMO Objectives:1. Deliver successful IT projects.2. Build Project Management professionalism among OIS staff.3. Keep O1S! Senior Management Team and Project Management
community informed.4. Serve as agency authority on IT Project Management practices.
See attached chart for specific timelines and deliverables.
Attachment 1
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APPENDIX B - SAMPLE WORK ORDER AND CHART continued
Areas of Support, Expected Outcomes, Date and Lenqth of Interventions:
Areas of Support Expected Outcomes Time
Meeting facilitation, internal: * A strategic plan for the PMO. o Four 1.5- hour meetings with
" Assist OIS/BPIAD, ICOD, IRSD, PMAS and CST in * A stronger set of collaborative working relationships prep and follow-up = 15 hours
working collaboratively. across 01S. e Three 1.5- hour meetings or 1" Assist OIS (above) in the development and day offsite with prep and follow
articulation of a strategic plan, and goals for the PMO. * More efficient workflow between 01S divisions, up = 12 hours
Meeting facilitation, internal: Work with all -levels of OIS 4 Clear understanding of roles and responsibilities and - Two 1.5- hour meetings formanagement so that supervisors, middle managers and ability to engage in them. each level (x3) with prep andexecutives understand their roles and responsibilities in follow upo 20 hoursmaking projects a success.
* Four facilitated Change Enablement sessions for . Staff members have a greater understanding of the A 44. hours. BPIAD Staff on "Understanding change and . change process along and how they can manage -
managingourselves within it. themselves within that process.
* Staff members exhibit less anxiety about currentchanges in BPIAD and are taking steps to integrateprocess changes into their work.
* Staff members are able to discuss their and others'resistance to change and next steps.
" Assistance with Communication Plan; Marketingstrategies for PMO Rollout e A communication plan and strategies for PMO rollout. 10 hrs -
" Guidance to the Communications Action Group on * An informed BPIAD and NRC public. • Biweekly 1-hour meetings overadvisory role in communications, especially 2 months = 4 meetings withcommunications leading to the change to the PMO prep and follow up = 10 hoursstructure. • 10hrs
• Meeting facilitation, external - meeting(s) with NRCProgram offices
Cost not to exceed: $XX,XXX; *NOTE: (Contractor) shall not exceed this amount without prior authority from the Project Officer,which necessitates amendment to the work order letter.
Attachment 1
APPENDIX C - Characteristics of Organization Development Engagements andInterventions
The following intervention characteristics illustrate the philosophy and approach behind any ODservices the contractor will provide.
Whole system. An intervention mray include an office, a division, a branch, or acombination of other work units, including task forces and ad hoc work groups.
Goal-oriented. Interventions are intended.to improve present or future organizationeffectiveness.
Systems approach. Planned, long-range approach to change, emphasizing a lastingchange. This approach attempts to influence go beyond the culture and norms by changingvalues, attitudes, knowledge, behavior, processes, and structures.
Change intervention. Gains top management's and any other person or group'scommitment and involvement in order to influence a favorable and lasting outcome of thechange.
Collaborative effort. Includes those affected by the process and recognize the importanceof involvement in developing commitment.
Behavioral approach. An intervention should draw from the fields of organizationalbehavior, management, public administration, psychology, sociology, anthropology,education, and counseling.
Data-based. Uses real-life data through the process of action learning, rather than makingassumptions from inferences only.,
Education-based. Develops attitude and recommends practices for managers to have amore effective organization that relwardsindividual and group behavior leading toeffectiveness and efficiency. "
Guided. Focuses primarily on organizational and group change and secondarily onindividual change.
Process and structures. Works with individuals and groups, and the organization as awhole, for improvements within the context of work performance requirements. Also workswithin the current organizational processes, structures and hierarchies. This aspect requiresgreat skill.
Follow-up. Planned follow-up. This is a necessary component to maintain the desiredchange.
Attachment 1
16
APPENDIX D - OD Theories, Concepts,. and Activities
ORGANIZATION DEVELOPMENT CONCEPTS AND THEORY (PARTIAL LIST)
Adult Learning TheoryHuman Development TheoryBusiness process re-engineeringChange managementConflict resolutionCulture ChangeDialogueDouble-loop learningEmotional IntelligenceExecutive and Leadership CoachingHigh Performing OrganizationInterpersonal communicationLeadershipMental ModelsOrganizational CultureOrganizational EffectivenessOrganizational LearningStrategic ManagementSystems ThinkingTeam development and life-cycle '
ORGANIZATION DEVELOPMENT ACTIVITIES AND METHODS (PARTIAL LIST)After action reviewsAssessment InstrumentsBest PracticesExecutive and Leadership CoachingEducation and.trainingCreate and Conduct Employee SurveysExperiential Problem-solving activitiesFocus Group Development and FacilitationFuture SearchGroup FacilitationInformational InterviewingNeeds AssessmentsProcess consultationProgram EvaluationPersonality and behavior profile'assessment (FIRO-B; DiSC; MBTI; SDI)Scenario planningSeminarsRetreat Planning and Off-site (within the context of an OD effort)TeambuildingJob Task AnalysisTechno structure or structural activitiesWorkshops
Attachment 1
17
APPENDIX E - Charts of Deliverables
ONE TIME DELIVERABLES*One Time Deliverable Quantity Date Recipient
Written gap analysis and project plan. 1 5 months after contract is PO(IV. 1.1 .a.b&c.) awarded COOD Consultant Roster with regular 1 . 20 working days after POupdates as required with update to contract is issued. COconsultants. (VII.)An assessment process for OD, 1 30 working days after POEngagements and Interventions contract is issued.including sample evaluations. (IV. 4.3)Contract Annual Report that includes 1 Within 10 working days POLevel 3 Kirkpatrick assessment of after the end of each COwork performed. (XI.C.3.) calendar yearFinal contract report that outlines the 1 60 working days after end POOD Services' impact on contract of contract COgoals. (XI.C.4.)Hour long meetings with PO four 4 per year Quarterly. Specific dates POtimes each year. (VII.) TBD. CO
Contractor
*Annual Reports are submitted more than once; at the end of every calendar year;Contractor/PM/CO meetings are held four times each year.
Attachment 1
18
RECURRING DELIVERABLESRecurring Deliverable Quantity Date RecipientMonthly Progress Reports. (XI.C.1) 1 10th of each month of the PO
contract to begin COimmediately
Client entry meetings to identify 1 per NLT 5 days after PO Client-engagement scope. (IV.2.2.a.) engagement makes requestOD Engagement Memorandum and 1 per NLT 20 working days POProject Plan for each engagement. engagement before client work begins CO(IV.2.3.b.)Data gathering questions. (IV.2.3.c.) 1 set per NLT 15 working days PO
engagement before client work begins Client
Survey Feedback to Client (IV.2.3.d.) 1 per As needed by the client - Clientengagement No later than 10 days after
the data gathering iscomplete.
Draft and final agenda for proposed 1 per (Draft) 10 days before or Clientclient interventions or workshops. intervention (final) 5 days before(IV.2.3.e.) or workshop intervention or workshop.
Process agenda for large 1 per 10 working days before Clientinterventions (IV.2.3.f.) intervention interventionOD interventions (IV.2.3.g.) TBD . Mutually agreed time. NLT Client
60 days after client entry_ __ ;meeting.
Client or team coaching. (IV.2.3h.) TBD Timeframe designated in Client.__ _ __ ,engagement project plan
Materials to be distributed at OD # according Drafts-10 working days Clientinterventions or workshops. (IV.3.2.) to attendees before intervention
Fin al-5 working daysbefore intervention
OD Engagement Report on the I per 20,working days after final Clientresults and recommendations for engagement engagement activity. POnext steps. IV. 2.3.iOD Assessment Results (IV.2.3.j) According to Timeframe designated in Client &
project plan Engagement AssessmentMemorandum and Project participant(s)Plan only
Attachment 2
SAMPLE WORK ORDER AND CHARTBelow section is a Sample Only. The project officer completes this entire section per anoffice's organization development requirements.
Date:Contract No.: NRC-•XX-XX-XXXWork Order No.:
United StatesNuclear Regulatory Commission
Washington, DC 20555-0001
Issued by: (Project Officer)
In accordance with our Contract No.: NRC- XX-XX-XXX, please perform the following:
Brief Description: Briefly describe requesting office's function and reason for requestingservices)
(Office) is responsible for development and maintenance of a comprehensive informationtechnology program to support the mission and program activities of the NRC. The Divisionprovides business process improvement expertise and support to NRC offices and coordinatesall business system development activities to assure that applications effectively support agencybusiness needs.
To support the establishment of the Project Management Office, (Office) requests OD supportwith development of a plan to implement the PMO within NRC; and with readying (Office)employees to assume responsibilities associated with operating in a matrix environment.
Please perform the following services:0 Assist the Office to develop and articulate a comprehensive plan, goals and successcriteria.* Assist the Office and responsibilities among PMO stakeholders." Facilitate change enablement sessions for (Office) staff.• Guide Communications Action Group on their advisory role in PMO communications." Provide facilitation support for chartering a PM Advisory Group of OIS project managers.
Alignment with Office Objectives
Interventions listed below are designed to align with the following (Office) PMO Objectives:1. Deliver successful IT projects.2. Build Project Management professionalism among OIS staff.3.- Keep' OIS Senior Management Team and Project Management
community informed,4. Serve'as` agency authority on IT Project Management practices.
See attached chart for specific timelines and deliverables.
Attachment 2
SAMPLE WORK ORDER AND CHART continued
Areas of Support, Expected Outcomes, Date and Len th of Interventions: ........
Areas of Support Expected Outcomes Time
Meeting facilitation, internal: - A strategic plan for the PMO. Four 1.5- hour meetings with
" Assist OIS/BPIAD, ICOD, IRSD, PMAS and CST in I A stronger set of collaborative working relationships prep and follow-up = 15 hours
working collaboratively. across OIS. Three 1.5- hour meetings or 1" Assist OIS (above) in the development and day offsite with prep and follow
articulation of a strategic plan, and goals for the PMO. 0 More efficient workflow between O0S divisions., up = 12 hours
Meeting facilitation, internal: Work with all levels of OIS • Clear understanding of roles and responsibilities and .5- hour meetings forTwo 1.5 ormeig omanagement so that supervisors, middle managers and ability to engage in them. each level (x3) with prep and
executives understand their roles and responsibilities-in folo up " 20 h rs
making projects a success. follow up 20 hours
• Four facilitated Change Enablement sessions for " Staff members have a greater understandingof~the * 44 hoursBPIAD Staff on "Understanding change and.-... change process along and how they can manage -
managing ourselves within it. themselves within that process.
*•Staff members exhibit less anxiety about currentchanges in BPIAD and are taking steps to integrateprocess changes into their work.Staff members are able to discuss their and others'resistance to change and next steps.
" Assistance with Communication Plan; Marketing A communication plan and strategies for PMO rollout. * 10 hrsstrategies for PMO Rollout
" Guidance to the Communications Action Group on e An informed BPIAD and NRC public. e Biweekly 1-hour meetings overadvisory role in communications, especially 2 months = 4 meetings withcommunications leading to the change to the PMO prep and follow up = 10 hoursstructure. e10 hrs
" Meeting facilitation, external - meeting(s) with NRCProgram offices I
Cost not to exceed: $XX,XXX; *NOTE: (Contractor) shall not exceed this amount without prior authority from the ProjectOfficer, which necessitates amendment to the work order letter.
NRC-38-10-723 ATTACHMENT 3
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 shallbe 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..ov
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: ProDertv(nrc.gov
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 mailedto the following address:
U.S. Nuclear Regulatory Commission•NRC Property Management OfficerMail Stop: 0-4D15Washington, DC 20555-0001
HAND-CARRIED SUBMISSIONSWILL NOT.BE ACCEPTED
Agency Payment Office: Payment will continue to be made by the office designated in thecontract in Block 12 of Standard Form k26, Block 25 of Standard Form 33, or Block 18a. ofStandard Form 1449, whichever is applicable.
NRC-38-10-723 ATTACHMENT 3
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 shallclearly mark 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.
INVOICE/VOUCHER 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 - D2770+7301 West Mansfield Avenue.!Denver, 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
NRC-38-10-723 ATTACHMENT 3
(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.
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 (SupoortinQ Documentation must be attached)
This voucher/invoice represents reimbursable costs for the billing periodfrom through
NRC-38-10-723 ATTACHMENT 3
Amount BilledCurrent Period
(f) Direct Costs:
(1) Labor
(2) Travel
(3) Materials
(4) Equipment
(5) Materials Handling Fee
(6) Consultants.
(7) Subcontracts
$_____
$_____________
$_____________
$_____________
$_____________
$_____________
Cumulative
$
$
$.
$
$
$
$
$Total Direct Costs: $_•_-
NRC-38-10-723 ATTACHMENT 3
BILLING INSTRUCTIONS FORLABOR HOURITIME 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 Covies: 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: Propertv(Onrc.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 mailedto the following address:
U.S. Nuclear Regulatory CommissionNRC Property Management Officer,Mail Stop: O-4D15Washington, DC 20555-0001
HAND-CARRIED SUBMISSIONS.WILL NOT BE ACCEPTED
Aercy 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 18a. ofStandard Form 1449, whichever is applicable.
1
NRC-38-10-723 ATTACHMENT 3
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 shallclearly mark 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,
INVOICE/VOUCHER 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 CentralContractor Registration
2
NRC-38-10-723 ATTACHMENT 3
(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 shall.submit 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 cotisltant, 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.
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 reimbursable costs for the billing periodfrom through
3
NRC-38-10-723 ATTACHMENT 3
(f)
Amount BilledCurrent Period
Direct Costs:
(1) Labor $
(2) Travel $.
(3) Materials $..__.__$. .
(4) Equipment ., , . . $
(5) Materials Handling Fee'$__.. ______
(6) Consultants $_.__________
(7) Subcontracts
Cumulative
$
$
$,
$,
$,
$
$.
.$Total Direct Costs: $
4
NRC-38-10-723 ATTACHMENT 4
NRC Acquisition Regulation (48 CFR Chapter 20)Subpart 2009.5 Organizational Conflicts of Interest
§2009.500 Scope of subpart.
In accordance with 42 U.S.C. 2210a., NRC acquisitions are processed in accordance with §2009.570, which takesprecedence over FAR 9.5 with respect to organizational conflicts of interest. Where non-conflicting guidance appears inFAR 9.5, that guidance must be followed.
§2009.570 NRC organizational conflicts of interest.
§2009.570-1 Scope of policy.
(a) It is the policy of NRC to avoid, eliminate, or neutralize contractor organizational conflicts of interest. The NRCachieves this objective by requiring all prospective contractors to submit information describing relationships, if any, withorganizations or persons (including those regulated by the NRC) which may give rise to actual or potential conflicts ofinterest in the event of contract award.
(b) Contractor conflict of interest determinations cannot be made automatically or routinely. The application of soundjudgment on virtually a case-by-case basis is necessary if the policy is to be applied to satisfy the overall public interest. Itis not possible to prescribe in advance a specific method or set of criteria which would serve to identify and resolve all ofthe contractor conflict of interest situations that might arise. However, examples are provided in these regulations to guideapplication of this policy guidance. The ultimate test is as follows: Might the cdntractor, if awarded the contract, be placedin a position where its judgment may be biased, or where it may have an unfair competitive advantage?
(c) The conflict of interest rule contained in this subpart applies to contractors and offerors only. Individuals or firms whohave other relationships with the NRC (e.g., parties to a licensing proceeding) are not covered by this regulation. This ruledoes not apply to the acquisition of consulting services through the personnel appointment process, NRC agreementsWith other Government agencies, international organizations, or state, local, or foreign Governments. Separateprocedures for avoiding conflicts of interest will .be employed, in these agreements, as appropriate.
§2009.570-2 Definitions.
Affiliates means business concerns which are affiliates of each other when either directly or indirectly one concern orindividual controls or has the power to control another, or when a third party controls or has the power to control both.
Contract means any contractual agreement or other arrangement with the NRC except as provided in §2009.570-1(c).
Contractor means any person, firm, unincorporated association, joint venture,. co-sponsor, partnership, corporation,affiliates thereof, or their successors in interest, including their chief executives, directors, key personnel (identified in thecontract), proposed consultants or subcontractors, which are a party.to a contract with the NRC.
Evaluation activities means any effort involving the appraisal of a technology, process, product, or policy.
Offeror or prospective contractor means any person, firm, unincorporated association, joint venture, co-sponsor,partnership, corporation, or their affiliates or successors in interest,, including their chief executives, directors, keypersonnel, proposed consultants, or subcontractors, submitting a bid or proposal, solicited or unsolicited, to the NRC toobtain a contract.
Organizational conflicts of interest means that a relitionship'exists whereby a contractor or prospective contractor haspresent or planned interests related to the work tbobe performed under an NRC contract which:
I
NRC-38-10-723 ATTACHMENT 4'(1) May diminish its capacity to give impartial, technically sound, objective assistance and advice, or may otherwise resultin a biased work product; or
(2) May result in its being given an unfair competitive advantage.
Potential conflict of interest means that a factual situation exists that suggests that an actual conflict of interest may arisefrom award of a proposed contract. The term potential conflict of interest is used to signify those situations that
(1) Merit investigation before contract award to ascertain whether award would give rise to an actual conflict; or
•(2) Must be reported to the contracting officer for investigation if they arise during contract perfonnance.
Research means any scientific or technical work involving theoretical analysis, exploration, or experimentation.
Subcontractor means any subcontractor of any tier who performs work under a contract with the NRC except subcontracts.for supplies and subcontracts in amounts not exceeding $10,000.
Technical consulting and management support services means internal assistance to a component of the NRC in theformulation or administration of its programs, projects, or policies which normally require that the contractor be givenaccess to proprietary information or to information that has not been' made available to the public. These services typicallyinclude assistance in the preparation of program:plans, preliminary. designs, specifications, or statements of work.
§2009.670-3 Criteria for recognizing contractor organizational conflicts of Interest.
(a) General.
(1) Two questions will be asked in determining whether actual or potential organizational conflicts of interest exist:
(i) Are there conflicting roles which might bias an offeror's or contractor's judgment in relation to its work for the NRC?
(ii) May the offeror or contractor be given an unfair competitive advantage based on the performance of the contract?
(2) NRC's ultimate determination that organizational conflicts of interest exist will be made in light of common sense andgood business judgment based upon the relevant facts. While it is difficult to identify and to prescribe in advance aspecific method for avoiding all of the various situations or relationships that might involve potential organizationalconflicts of interest, NRC personnel will pay particular attention to proposed contractual requirements that call for therendering of advice, consultation or evaluation activities, or similar activities that directly lay the groundwork for the NRC'sdecisions on regulatory activities, future procurements, and research programs. Any work performed at an applicant orlicensee site will also be closely scrutinized by the NRC staff.
(b) Situations or relationships. The following Situations or relationships may give rise-to organizational conflicts of interest:
(1i) The offeror or contractor shall disclbse information that may give rise to organizational conflicts of interest under thefollowing circumstances. The information may"indulude the scope of work or specification for the requirement beingperformed, the period of performance, and the name and telephone number for a point of contact at the organizationknowledgeable about the commercial contract.
(i) Where the offer'or or contractor provides advice and recommendations to the NRC in the same technical area where itis also providing consulting assistance to any organization regulated by the NRC.
(ii) Where the offeror or contractor provides advice to the NRC on the same or similar matter on which it is also providingassistance to any organization regulated by the NRC.
(iii) Where the offeror or contractor evaluates its own products or services, or has been substantially involved in thedevelopment or marketing of the products or services of another entity.
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NRC-38-10-723 ATTACHMENT 4
(iv) Where the award of a contract would result in placing the offeror or contractor in a conflicting role in which itsjudgment may be biased in relation to its work for the NRC, or would result in an unfair competitive advantage for theofferor or contractor.
(v) Where the offeror or contractor solicits or performs work at an applicant or licensee site while performing work in thesame technical area for the NRC at the same site.
(2) The contracting officer may request specific information from an offeror or contractor or may require special contractclauses such as provided in §2009.570-5(b)'in the following circumstances:
'(i) Where the offeror or contractor prepares specifications that are to be used in competitive procurements of products or,services covered by the specifications.
A(ii) Where the offeror or contractor prepares plas' forispecific approaches or methodologies that are to be incorporatedinto competitive procurements using the approaches or methodologies.
.(iii) Where the offeror or contractor is granted access to information not available to the public concerning NRC plans,
policies, or programs that could form the basis for a later procurement action.
(iv) Where the offeror or contractor is granted access to proprietary information of its competitors.
(v) Where the award of a contract might result in placing the offeror or contractor in a conflicting role in which its judgmentmay be biased in relation to its work for the NRC or might result in an unfair competitive advantage for the offeror orcontractor.
(c) Policy application guidance. The following examples are illustrative only and are not intended to identify and resolve allcontractor organizational conflict of interest situations.
(1)(i),Example, The ABC Corp., in response to a Request For Proposal (RFP), proposes to undertake certain analyses ofa reactor component as called for in the RFP. The ABC Corp. is one of several companies considered to be technicallywell qualified. In response to the inquiry iný the RFP, the ABC Corpi.advises that it is currently performing similar analysesfor the reactor manufacturer.
(ii) Guidance. An NRC contract for that particular work normally wouldinot be awarded to the ABC Corp. because thecompany would be placed in a position in which its judgment could be biased in relationship to its work for the NRC.
.:Because there are other well-qualified companiesriavailable, there would be no reason for considering a waiver of thepolicy.
(2)(i) Example. The ABC Corp., in response to an RFP, proposes to perform certain analyses of a reactor component thatis unique to one type of advanced reactor. As is the case with other technically qualified companies responding to theRFP, the ABC Corp. is performing various projects for several different utility clients. None of the ABC Corp. projects have.any relationship to the work called for in the RFP. Based on the NRC evaluation, the ABC Corp. is considered to be thebest qualified company to perform the work outlined in the RFP.
(ii) Guidance. An NRC contract normally could be awarded to the ABC Corp. because no conflict of interest exists whichcould motivate bias with respect to the work. An appropriate clause would be included in the contract to preclude the ABCCorp. from subsequently contracting for work with the private sector that could create a conflict during the performance ofthe NRC contract. For example, ABC Corp. would be precluded from the performance of similar work for the companydeveloping the advanced reactor mentioned in the example.
(3)(i) Example. The ABC Corp., in response to a competitive RFP, submits a proposal to assist the NRC in revising NRC'sguidance. documents on the respiratory protection requirements of 10 CFR Part 20. ABC Corp. is the only firmdetermined to be technically acceptable. ABC Corp..has performed substantial work for regulated utilities in the past andis expected.to continue similar efforts.in the future. The work has and will, cover the writing, implementation, andadministration of compliance respiratory protection programs for nuclear power plants.
3
NIRP-38-10-723 ATTACHMENT 4(ii) Guidance. This situation would place the firm• in a role'where its judgment could be biased in relationship to its work forthe NRC. Because the nature of the required work is vitally important in terms of the NRC's responsibilities and noreasonable alternative exists, a waiver of the policy, in accordance with §2009.570-9 may be warranted. Any waiver must'be fully documented in accordance with the waiver provisions of this policy with particular attention to the establishment ofprotective mechanisms to guard against bias."
7(4)(i) Example. The ABC Corp. submits a proposal for a new system to evaluate a specific reactor component'sperformance for the purpose of developing standards that are important to the NRC program. The ABC Corp. has advisedthe NRC that it intends to sell the new system to industry once its practicability has been demonstrated. Other companiesin this business are using older systems for evaluation of the specific reactor component.
(ii) Guidance. A contract could be awarded to the ABC Corp. if the contract stipulates that no information produced underthe contract will be used in the contractor's private activities unless this information has been reported to the NRC. Dataon how the reactor component performs, which is reported to the NRC by contractors, will normally be disseminated bythe NRC to others to preclude an unfair competitive advantage. When the NRC furnishes information about the reactorcomponent to the contractor for the performance of contracted work, the information may not be used In the contractor'sprivate activities unless the information is generally available to others. Further, the contract will stipulate that thecontractor will inform the NRC contracting officer of all situations in which the information, developed about theperformance of the reactor component under the contract, is proposed to be used.
(5)(i) EXample. The ABC Corp., in response to a RFP, proposes to assemble a map showing certain seismologicalfeatures of the Appalachian fold belt. In accordance with the representation in the RFP and §2009.570-3(b)(1)(i), ABCCorp. informs the NRC that it is presently doing seismological studies for several utilities in the eastern United States, butnone of the sites are within the geographic area contemplated by the NRC study.
(ii) Guidance. The contracting officer would normally conclude that a ward of a contract would not place ABC Corp. in a-conflicting role where its judgment might be biased. Section 2052.209-72(c) Work for Others, would preclude ABC Corp.from accepting work which could create a conflictf,,f interest during the term of the NRC contract.
(6)(i) Example. AD Division of ABC Corp., in response to a RFP, submits a proposal to assist the NRC in the safety andenvironmental review of applications for licenses for the construction, operation, and decommissioning of fuel cyclefacilities. ABC Corp. is divided into two separate and distinct divisions, AD and BC. The BC Division performs the same orsimilar services for, industry. The BC Division is currently providing the same or similar services required under the NRC'scontract for an applicant or licensee.
(ii). Guidance. An NRC contract for that particular work would not be awarded to the ABC Corp. The AD Division could beplaced in a position to pass judgment on work performed by the BC Division, which could bias its work for NRC. Further,the Conflict of Interest provisions apply to ABC Corp. and not to separate or distinct divisions within the company. If noreasonable alternative exists, a waiver of the policy could be sought in accordance with §2009.570-9.
(7)(i) Example. The ABC Corp. completes an analysis for NRC of steam generator tube leaks at one of a utility's six sites.Three months later, ABC Corp. is asked by this utility to perform the same analysis at another of its sites.
(i i) Guidance. Section 2052.290-72(c)(3) would prohibit the contractor from beginning this work for the utility until one yearafter completion of the NRC work at the first site.
(8)(i) Example. ABC Corp. is assisting NRC in amajor on-site analysis'of a utility's redesign of the common areasbetween its twin reactors. The contract is for two years with an estimated value of $5 million., Near the completion of theNRC.work, ABC Corp. requests authority to solicit for a $1,00K contract with the same utility to transport spent fuel to adisposal site. ABC Corp. is performing no other, work for the utility.
(ii) Guidance. The Contracting Officer would allow the contractor to proceed with the solicitation because it is not in thesame technical area as the NRC work; and the potehtial for technical bias by the contractor because of financial ties to theutility: is slight due to the relative value of the two contracts.
(9)(i) Example. The ABC Corp. is constructing a turbine building and installing new turbines at a reactor site. The contract
with the utility is for five years and has a total value of $100 million. ABC Corp. has responded to an NRC Request For
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NRC-38-10-723 ATTACHMENT 4
Proposal requiring the contractor to participate in a major team inspection unrelated to the turbine.work at the same site.-The estimated value of the contract is $75K.
(ii) Guidance. An NRC contract would not normally be awarded to ABC Corp. because these factors create the potentialfor financial loyalty to the utility that may bias the technical judgment of the contractor.
(d) Other considerations.
(1) The fact that the NRC can identify and later avoid, eliminate, or neutralize any potential organizational conflicts arisingfrom the performance of a contract is not relevant to a determination of the existence of conflicts prior to the award of acontract,
4 2) It is not relevant that the contractor has the professional reputation of being able to resist temptations which arise fromorganizational conflicts of interest, or that a follow-on procurement is not involved, or that a contract is awarded on acompetitive or a sole source basis.
.12009.570-4 Representation.
ý(a) The following procedures are designed to assist the NRC contracting officer in determining whether situations orrelationships exist which may constitute organizationalr conflicts of interest with respect to a particular offeror or contractor.
.:The procedures apply to small purchasesmeeting the criteria stated in the following paragraph (b) of this section.
(b) The organizational conflicts of interest representation provision at §2052.209-71 must be included in solicitations andcontracts resulting from unsolicited proposals. The contracting officer must also include this provision for task orders andcontract modifications for new work for:
(1) Evaluation services or activities;
(2) Technical consulting and management support services;
(3) Research; and
(4) Other contractual situations where special organizational conflicts of interest provisions are noted in the solicitationand would be included in the resulting contract. This representation requirement also applies to all modifications foradditional effort under the contract except~those issued under the "Changes" clause. Where, however, a statement of thetype required by the organizational conflicts of interest representation provisions has previously been submitted withregard to the contract being modified, onlyar updating of the statement is required.
(c) The offeror may, because of actual or potential organizational conflicts of interest, propose to exclude specific kinds ofwork contained in a RFP unless the RFP specifically prohibits the exclusion. Any such proposed exclusion by an offerorwill be considered by the NRC in the evaluation of proposals. If the NRC considers the proposed excluded work to be anessential or integral part of the required work-and its exclusion would be to the detriment of the competitive posture of the
'other offerors, the NRC shall reject the proposal as unacceptable.
(d) The offeror's failure to execute the representation required by paragraph (b) of this section with respect to an invitationfor bids is considered to be a minor informality. The offeror will be permitted to correct the omission.
§2009.570-5 Contract clauses.
(a) General contract clause. All contracts and simplified acquisitions of the types set forth in §2009.570-4(b) must includethe clause entitled, "Contractor Organizational Conflicts of Interest," set forth in §2052.209-72.
(b) Other special contract clauses. If it is determined from the nature of the proposed contract that an organizationalconflict of interest exists, the contracting officer may determine that the conflict can be avoided, or, after obtaining awaiver in accordance with §2009.570-9, neutralized. through the use of an appropriate special contract clause, if
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NRC-38-10-723 ATTACHMENT 4
appropriate, the offeror may negotiate the terms and conditions of these clauses, including the extent and time period ofany restriction. These clauses include but are not limited to:.(1) Hardware exclusion clauses which prohibit the acceptance of production contracts following a related non-production
contract previously performed by the contractor;.
(2) Software exclusion clauses;
.i(3) Clauses which require the contractor (and certain of its key personnel) to avoid certain organizational conflicts ofinterest; and
(4) Clauses which provide for protection of confidential data and guard against its unauthorized use.
§2009.570-6 Evaluation, findings, and contract award.
The contracting officer shall evaluate all relevant facts submitted by an offeror and other relevant information. Afterevaluating this information against the criteria of §2009.570-3, the contracting officer shall make a finding of whetherorganizational conflicts of interest exist with respect to a particular offeror. If it has been determined that real or potentialconflicts of interest exist, the contracting officer shall:
(a) Disqualify the offeror from award;
(b) Avoid or eliminate such conflicts by appropriate measures; or
(c) Award the contract under the waiver provision of §2009.570-9.
§2009'570-7 Conflicts Identified after award.
If potential organizational conflicts of interest are'identified after award with respect to a particular contractor and thecontracting officer determines that conflicts do exist and that it would not be in the best interest of the Government toterminate the contract, as provided in the clauses requi6red by §2009.570-5, the contracting officer shall take everyreasonable action to avoid, eliminate, or, after 6btining a waiver in accordance with §2009.570-9, neutralize the effects oftheidentified conflict.
§g009.570-8 Subcontracts.
The contracting officer shall require offerors and contractors to submit a representation statement from all subcontractors(other than a supply subcontractor) and consultants performing services in excess of $10,000 in accordance with§2009.570-4(b), The contracting officer shall require the contractor to include contract clauses in accordance with§2009.570-5 in consultant agreements or subcontracts involving performance of work under a primrie contract.
§2009.570-9 Waiver.
(a) The contracting officer determines the need to seek a waiver for specific contract awards with the advice andconcurrence of the program office director and legal counsel. Upon the recommendation of the Senior ProcurementExecutive, and after consultation with legal counsel, the Executive Director for Operations may waive the policy in specificcases if he determines that it is in the best interest of the United States to do so.
(b) Waiver action is strictly limited to those situations in which:
(1) The work to be performed under contract is vital to the NRC program;
(2) The work cannot be satisfactorily performed cexc'ept by a contractor whose interests give rise to a question of conflict of
interest.
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NRC-38-10-723 ATTACHMENT 4
`(3) Contractual and/or technical review and surveillance methods can be employed by the NRC to neutralize the conflict.
(c) The justification and approval documents for any waivers must be placed in the NRC Public Document Room.
§2009.570-10 Remedies.
In addition to other remedies permitted by law or contract for a breach of the restrictions in this subpart or for anyintentional misrepresentation or intentional nondisclosure of any relevant interest required to be provided for this section,the NRC may debar the contractor from subsequent NRC contracts.
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ATTACHMENT 5
NRC FOM 197U.S. NUCLEAR REGULATORY COMMISSION AUTHORITY r(7-20014) The pukdes pmmumw, mVl Calliu of fteIVCW0 12 NRC Seavlt Progrslm NRC4D '12. so*l Ic
CONTRACT SECURITY AND/OR I,"' ady
CLASSIFICATION REQUIRE MENTS COMPIL CLASSIFIED ITEMS BY_______________________________________________ SEPARATE CORRESPONDENCE
1. CONTRACTOR NAME AND ADOR A CONTRACT NUMR FOR COV~R*JALROIIACTSORJOBCOM FODOE L 2. 1W OF SUBMISSION
Suntivia A OAI~WIL
7600 Leesburg Plkcg Suite 440E B. RW (Su 'availFAlls Church, VA 22043 le. ro vwOECE1 C.RATDpic oilVS
START~~ DATEz COMPLETION DATE
3. FOR FOLLOW-CIN CONTRACT. ENTER PRECECING CONTRACT NUMBER AND PROJECTED COMPLETION DATEA. DOES NOT APftY 330.36 COTATLMDT
4. PROJECT TITLE AND~ 07HD4 MEEWTYk INFORMATION
Ouanization Development Service.
5. PERFORMMACE WILL REQUIREA. ACCESS TO CLSSIFIED MATl•ER OR CLASSFIE VNFORMATION
yES ("YES,'answwi-7 below)
No (ufNo,' %0 C.)
L. ACCESS TO FOREIGN KINELL GECE INFORMAhTION
2. RECEIPT, STORAGE. OR OTHER SAFEGUARDING OFCLASSIF IED WT E R. (Sm 5.D.)
3. G•EEIRA•ION OF CLASSFIED f IATTER.
4. ACCESS TO CRYPTOGRAPHIC MATERIAL OROTHERCLASSFIED COMSEC 1VRMATIOt,
0. ACCESS TO CLASSIFID WMATrER OR CLASS1FI)t*OROAATION PROCESSED BY ANOTHER AGENCY,
I L CLASIFI.ED USE OF AN IIOIRtfATION TECHT OGYPROCESSING SYSTEM.
7. OTHER (Sp"~)
0 GSFACILITY CIYARANCE REQUIRED? E
rI] UNESCORTEDACCESS IS REQUIRED TO NU•LEAR POWERL PILANTS.
* a. ACCESS IS REQUIREO TO UNCLASSIFIED SAFEGUARDS_JINFORMATION.
S• sACCESS0 REQUIRED TO SEMrTIVE IT SYSTEMS AND
F. UUNESCORTED ACCESS TO NRC HEADQUARTERSMir UILING
NOTAPPLICABLE
NATIONAL SECURITY
EE~T
HLiLi
Li
GONFIDENThAA.
LILI__Li
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RESTRICTED DATA
ECRET CONFIDENTIAL
[1 L
Li 11Lij E
J I I0 1:1.Li I li .D 11
LI Li] I -, Ci z
G. I REQUIRE OPERATION OF GOVERNMENT VEHICLES ORTRANSPORT PASSS.NGO FOR THE NRC.
H. ]• LLWk OPERATE HAZARDOUS EOUIRPENT AT NRC0 FACILITES.
I. L REUmIRED TO CARRY FREARMS.
J. r FOUND TO USE ON AoMIT TO USE OF ILLEGAL DRUGS.
FOR PROCEDURES AND REOMEK*NTS ON PIFVlWDIG9 TEMPOARY AND FINAL APPROVAL FOR UNESCORTED ACCIESS. REFER TO NRCMD 12.
NOTE: IMMEDIATELY NOTIFY DRUG PROGRAM STAFF IF BOX 5 A, C, D,G, H, I, OR J IS CHECKED.
NRC FOR 137 (7-2006) PROO ED ON F&CYCIJED PAM
1
ATTACHMENT 5
5. WNORMATiON PERrADINGTO TiESS I;OIAEýNS OR ThISPROJECT. EVEN 7tOUH SUCM WOWMATK*4 1S CONSIDERED UNCLASSIF~IEDSHA.J NOT BE RELEASE• FOR DISSEINATICM EXCEPT AS APPROVED BY..
NAME AND TITLE DATE
Patrkid AdelsteinSenior Training Specials 09113(2010
Office of Human Resourtes?.• TI-CLASýSIFtCATMN GUIDANCE
NATURE OF CLASSIFID G ,NWCE VENTIFICAT)ON OF CLASSIFIC•..ON GLADES
5. CLASSIFIED REVIEW OF CONTRACTOR I SUBCONTRACTOR REPOR 1s) AND OTHER OOCUMENTS WILL BECONDUCTED BY:
A-UTHORMW CLASSFIER (Nu TiE.K) [ DISION OF PACIITIVc AND SECURITY
9. REQUIRED DISTRIBUlON OF NRC FORM IS7 Check amwoafte baqups)
SPO*4SORINO N~RC OFFICE OR DIVSION fllion lOA) DIVSIONj OF CONTRACTS AND PROPERT1YMANAGEMNEIT
DIVSION OF FAC&LMES AND SECURITY (m~io 108) CONTRACTOR (hem'11
SECURITYJCLASSIRCATION RE-OUiREMENTS FOR SUBCONTRACTS RES iTWPO FROM THIS CONTRACT WILL BE APPROVED BY THEOFFICIALS NAMED N rrIEMS 1o AND 10C BELOW. •
• ,:, !.1.0. APPROVALS
,ECURFUTCLJMASS ATlON REQUIREMENTS FOR SLOCONrRAC7S RESLLTING FROM "l1h1 CONTRACT WILL BE APPROVED BY THE OFICIALS NAMED INrrI..uS 10 AND 1C BELOW.
NAME (Print or type)A. DIt•CTOR, OFFICE OR DIVISION
Jody Hudsou. Chief Learminz Officer, ORRB. DIRECTOR. DIISIN OF FACLITIES AND SECURITY (
Robert Webber, Director
SIGNATURE DATE
C. OIRECTOR. DIVISION OF CONTRACTS AND PROPERY MANAGEMENT(NoI ap~*abio to DOE apwwflns)
(
REW~__ •. . ..
/
2
