NRC-HQ-13-R-38-0078.pdf

PAGE 1 OF 1. REQUISITION NO.

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

a. NAME b. TELEPHONE NO. (No Collect Calls) 8. OFFER DUE DATE/LOCAL

TIME

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

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/OFFEROR CODE FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO. DUNS: DUNS+4:

PHONE: FAX:

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

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

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

(Use Reverse and/or Attach Additional Sheets as Necessary)

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

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION (REV. 2/2012)

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

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 69

RFPA#: HR-13-065

FAIMIS#: 130706

NRC-HQ-13-R-38-0078 03-22-2013

Rob Robinson 301-492-3693 04-05-2013

U.S. Nuclear Regulatory Commission

Div. of Contracts

Attn: Rob Robinson, 301-492-3693 611430

Mail Stop: TWB-01-B10M

Washington, DC 20555

X

Y $7,000,000.00

X

N/A

X

U.S. Nuclear Regulatory Commission

Washington DC 20555

U.S. Nuclear Regulatory Commission

Div. of Contracts

Mail Stop: TWB-01-B10M

Washington, DC 20555

Department of Interior / NBC

NRCPayments_NBCDenver@NBC.gov

Attn: Fiscal Services Branch - D2770

7301 W. Mansfield Avenue

Denver CO 80235-2230

The U.S. Nuclear Regulatory Commission requires the procurement of Instructor-led and Course Development services for the delivery of a Course Entitled, "Fundamentals of Reactor Licensing."

The expected period of performance for this contract is five

(5) years total, inclusive of one Base Year, and four (4)

Option Years.

Please see attached for specific information regarding the

Statement of Work (Section B.6) and Evaluation Criteria

(Section E.4).

NTE

X X

TBD

Contracting Officer

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS…………... A-1

SECTION B – CONTINUATION BLOCK

B.1 BRIEF PROJECT TITLE AND WORK DESCRIPTION (AUG 2011)……………………… B-1

B.2 CONSIDERATION AND OBLIGATION – INDEFINITE QUANTITY CONTRACT

(AUG 2011)……………………………………………………………………………………… B-1

B.3 CONSIDERATION AND OBLIGATION – COST REIMBURSEMENT – NO FEE

(AUG 2011)……………………………………………………………………………………… B-1

B.4 PRICE/COST SCHEDULE……………………………………………………………………. B-2

B.5 MILESTONE SCHEDULE……………………………………………………………………... B-3

B.6 STATEMENT OF WORK……………………………………………………………………… B-3

SECTION C – CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS

(FEB 2012)………………………………………………………………………………………. C-1

ADDENDUM TO FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—

COMMERCIAL ITEMS………………………………………………………………………… C-6

C.2 52.216-18 ORDERING (OCT 1995)………………………………………………………. C-6

C.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)……………………………… C-6

C.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)……... C-6

C.5 52.232-99 PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS

SUBCONTRACTORS (DEVIATION) (AUG 2012)………………………………………….. C-7

C.6 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)……………….. C-7

C.7 2052.209-71 CURRENT/FORMER AGENCY EMPLOYEE INVOLVEMENT……………. C-7

C.8 2052.209-72 CONTRACTOR ORGANIZATIONAL CONFLICTS OF INTEREST

REPRESENTATION……………………………………………………………………………. C-7

C.9 2052.215-70 KEY PERSONNEL……………………………………………………………… C-8

C.10 2052.215-71 CONTRACTING OFFICER’S REPRESENTATIVE AUTHORITY…………. C-9

C.11 2052.215-78 TRAVEL APPROVALS AND REIMBURSEMENT – ALTERNATE 1

(OCT 1999)……………………………………………………………………………………… C-10

C.12 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS–COMMERCIAL ITEMS (JAN 2013)………….. C-11

C.13 PACKAGING AND MARKING (AUG 2011)…………………………………………………. C-16

C.14 BRANDING (AUG 2012)……………………………………………………………………….. C-16

C.15 PLACE OF DELIVERY–REPORTS (AUG 2011)…………………………………………… C-16

C.16 PERIOD OF PERFORMANCE (AUG 2011) ALTERNATE IV (AUG 2011)……………….C-17

C.17 ORDERING PROCEDURES (AUG 2011)…………………………………………………… C-17

C.18 ELECTRONIC PAYMENT (AUG 2011)………………………………………………………. C-18

C.19 DETERMINATION OF MINIMUM WAGES AND FRINGE BENEFITS – SERVICE

CONTRACT ACT (AUG 2011)………………………………………………………………… C-18

C.20 SECURITY REQUIREMENTS FOR BUILDING ACCESS APPROVAL (AUG 2011)……C-18

C.21 DENIAL OF FEDERAL BENEFITS TO INDIVIDUALS CONVICTED OF DRUG

TRAFFICKING OR POSSESSION (AUG 2011)……………………………………………. C-20

C.22 ANNUAL AND FINAL CONTRACTOR PERFORMANCE EVALUATIONS (AUG 2011).. C-20

C.23 COMPENSATION FOR ON-SITE CONTRACTOR PERSONNEL (AUG 2011)

ALTERNATE I (AUG 2011)……………………………………………………………………. C-20

C.24 COMPLIANCE WITH U.S. IMMIGRATION LAWS AND REGULATIONS (AUG 2011)… C-21

C.25 SECURITY REQUIREMENTS RELATING TO THE PRODUCTION OF REPORT(S)

OR THE PUBLICATION OF RESULTS UNDER CONTRACTS, AGREEMENTS,

AND GRANTS (AUG 2011)…………………………………………………………………….C-21

C.26 WHISTLEBLOWER PROTECTION FOR NRC CONTRACTOR AND

SUBCONTRACTOR EMPLOYEES (AUG 2011)…………………………………………….C-22

C.27 AUTHORITY TO USE GOVERNMENT PROVIDED SPACE AT NRC

HEADQUARTERS (AUG 2011)………………………………………………………………. C-23

C.28 GREEN PURCHASING (JUN 2011)………………………………………………………….. C-23

C.29 USE OF AUTOMATED CLEARING HOUSE (ACH) ELECTRONIC PAYMENT/

REMITTANCE ADDRESS (AUG 2011)……………………………………………………… C-23

SECTION D – CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

D.1 LIST OF STUDY ACTIVITIES…………………………………………………………………. D-1

D.2 CONTRACTOR PAST PERFORMANCE QUESTIONNAIRE……………………………... D-3

D.3 BILLING INSTRUCTIONS FOR FIXED PRICE TYPE CONTRACTS (JULY 2011)…….. D-5

D.4 BILLING INSTRUCTIONSFOR COST REIMBURSEMENT TYPE CONTRACTS

(JULY 2011)…………………………………………………………………………………….. D-8

SECTION E – SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS – COMMERCIAL ITEMS (FEB 2012)…….. E-1

ADDENDUM TO FAR 52.212-1 INSTRUCTIONS TO OFFERORS–COMMERCIAL

ITEMS……………………………………………………………………………………………. E-4

E.2 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (FEB 2012)…... E-4

E.3 52.216-1 TYPE OF CONTRACT (APR 1984)……………………………………………. E-5

E.4 52.212-2 EVALUATION – COMMERCIAL ITEMS (JAN 1999)……………………………. E-5

E.5 EVALUATION INSTRUCTIONS IV (AUG 2011)……………………………………………. E-6

E.6 PROPOSAL PRESENTATION AND FORMAT (SEP 2012) ALTERNATE III (FOR

COMMERCIAL ITEMS CONTRACTS) (SEP 2012)………………………………………… E-8

E.7 OFFEROR REPRESETATIONS AND CERTIFICATIONS – COMMECIAL ITEMS

(DEC 2012)……………………………………………………………………………………… E-9

E.8 52.233-2 SERVICE OF PROTEST (SEP 2006)…………………………………………. E-22

E.9 GREEN PURCHASING (JUN 2011)…………………………………………………………. E-22

NRC-HQ-13-R-38-0078 Section B

B-1

SECTION B – CONTINUATION BLOCK

B.1 BRIEF PROJECT TITLE AND WORK DESCRIPTION (AUG 2011)

a) The Title of this project is: “Fundamentals of Reactor Licensing” Training

b) Summary work Description:

The purpose of this project is to deliver the currently developed “Fundamentals of Reactor Licensing” course to NRC licensing personnel. In addition, the project requires the contractor to update existing materials/develop new training materials to account for new regulatory rules, guides, or processes.

B.2 CONSIDERATION AND OBLIGATION-INDEFINITE-QUANTITY CONTRACT (AUG 2011)

(a) The estimated total quantity of this contract for the products/services under this contract is TBD.

(b) The Contracting Officer will obligate funds on each task order issued.

© The minimum guarantee under this contract is $85,000.00.

(d) The obligated amount for this contract is $TBD.

(e) A total estimated cost and fee, if any, will be negotiated for each task order and will be incorporated as a ceiling in the resultant task order. The Contractor shall comply with the provisions of 52.232-20 – Limitation of Cost for fully-funded task orders and 52.232-22 – Limitation of Funds for incrementally-funded task orders, issued hereunder.

B.3 CONSIDERATION AND OBLIGATION–COST REIMBURSEMENT – NO FEE (AUG 2011)

(a) The total estimated cost to the Government for full performance under this contract is Not-To-Exceed $250,000.00 for services related to Task 2 – Developing and Updating Course Materials and Not-To-Exceed $70,000.00 for travel.

(b) The amount obligated by the Government with respect to this contract is TBD.

© This is a fully-funded contract and FAR 52.232-20 – “Limitation of Cost” applies.

B.4 PRICE/COST SCHEDULE

All Unit Prices are Fixed Unit Prices or Fixed Hourly Rates that include all costs, including but not limited to: labor and fringe benefits. Please use the schedule below as a guide for submitting price proposals, however offerors are encouraged to recommend alternative business solutions if the suggested schedule is restrictive in any way.

B-2

FIRM FIXED PRICE LINE ITEMS

TASK 1 – DELIVERY OF COURSE

BASE YEAR : 12 months from effective date of award

CLIN

NUMBER

DESCRIPTION OF SERVICES UNIT PRICE EST

QTY

UNIT TOTAL PRICE

TASK 1 – Delivery of Course

0001 Delivery of Fundamentals of Reactor Licensing Course

$___________ 2 EA $______________

TOTAL ESTIMATED COST $______________

TASK 1 – DELIVERY OF COURSE

OPTION YEAR 1: 12 months from effective date

CLIN

NUMBER

DESCRIPTION OF SERVICES UNIT PRICE EST

QTY

UNIT TOTAL PRICE

TASK 1 – Delivery of Course

1001 Delivery of Fundamentals of Reactor Licensing Course

OPTION YEAR 2: 12 months from effective date

CLIN

NUMBER

DESCRIPTION OF SERVICES UNIT PRICE EST

QTY

UNIT TOTAL PRICE

TASK 1 – Delivery of Course

2001 Delivery of Fundamentals of Reactor Licensing Course

OPTION YEAR 3: 12 months from effective date

CLIN

NUMBER

DESCRIPTION OF SERVICES UNIT PRICE EST

QTY

UNIT TOTAL PRICE

TASK 1 – Delivery of Course

3001 Delivery of Fundamentals of Reactor Licensing Course

OPTION YEAR 4: 12 months from effective date

CLIN

NUMBER

DESCRIPTION OF SERVICES UNIT PRICE EST

QTY

UNIT TOTAL PRICE

TASK 1 – Delivery of Course

4001 Delivery of Fundamentals of Reactor Licensing Course

B-3

COST REIMBURSEMENT LINE ITEMS

TASK 2 – DEVELOPING AND UPDATING COURSE MATERIAL

CLIN

NUMBER

DESCRIPTION OF SERVICES UNIT PRICE UNIT TOTAL PRICE

TASK 2 – Developing and Updating Course Material*

0002 Course Instructor/Developer $___________ Hours $250,000.00 (NTE)

TOTAL ESTIMATED COST $250,000.00 (NTE)**

* Offerors are to propose labor categories for individuals performing this work and an hourly rate for their services.

** This value is a Note-to-Exceed amount for the entire life of the contract.

TRAVEL

CLIN

NUMBER

DESCRIPTION OF SERVICES TOTAL PRICE

0003 Travel* $70,000.00 (NTE)

TOTAL ESTIMATED COST $70,000.00 (NTE)**

* Travel must be pre-approved in writing in accordance with USNRC Government Travel Regulations.

** This value is a Note-to-Exceed amount for the entire life of the contract.

GRAND TOTAL: $____________________

B.5 MILESTONE SCHEDULE

Contract Event/Deliverable Due Date Participants/Reviewers

Kickoff Meeting Within two (2) weeks of contract award

Contracting Officer/Specialist, NRC Contracting Officer’s Representative (COR), Contractor Key Personnel (Instructors)

Course Delivery TBD at Kickoff Meeting Contractor Key Personnel (Instructors)

Post Course Report Within two (2) weeks of course conclusion (unless otherwise stipulated by the NRC COR)

NRC COR

Course Updates – New Modules TBD by mutual Contractor and NRC

COR

NRC COR

Status Reports on Course Development Tasks

Weekly (unless otherwise stipulated by the COR)

NRC COR

B.6 STATEMENT OF WORK

BACKGROUND

The U.S. Nuclear Regulatory Commission’s (NRC) mission is to ensure adequate protection of the public health and safety, the common defense and security, and the environment in the use of nuclear materials in the United States.

The NRC’s scope of responsibility includes regulation of commercial nuclear power reactors; test and training reactors; fuel cycle facilities; medical, academic, and industrial uses of nuclear materials; and the transport, storage, and disposal of nuclear material and waste.

B-4

The Fundamentals of Reactor Licensing (FORL) Course addresses general knowledge of the Agency’s organization, safety mission, licensing principles, regulations, and processes. The course will be attended by Office of Nuclear Reactor Regulation (NRR) and Office of New Reactor (NRO) employees who are working on their position specific qualifications as well as employees who assist with reactor licensing activities.

CONTRACT OBJECTIVES

The primary objective of this contract is to obtain the services of a qualified contractor to provide instructional services for the state-of-the-art training in nuclear licensing using proven methods to cover the List of Study Activities outlined in Section D.1. The material for the course has been developed under another contract.

SCOPE OF WORK (TASKS)

The contractor shall furnish qualified personnel and services to deliver training courses using training material recently developed under a separate contract. Additional course developments are required, as described in Task 2.

The following describes the Tasks to be accomplished under this contract.

TASK 1 – Delivery of Course

1. Class size 20-30 attendees

2. Class start time is expected to be about 8:15 am, with one hour lunch break and 10 minutes break after about every hour of instructions. The class ends at about 5 pm.

3. The Course material currently requires six (6) days of instruction to be presented in full. The six days of material must be presented in two, 3-day sessions. While the overall length of the course is not expected to change, the length of the sessions may be subject to change based upon based upon feedback from attendees, supervisors, availability of space, and schedules of attendees.

4. Location of the session will be NRC HQ or greater Washington DC area.

5. Course Content provided by the NRC includes:

a. Presentation Slides in MS PowerPoint

b. Student handouts such as a booklet, list of references etc

c. Learning exercises or quiz for each module for interactive learning and discussion.

d. Final test and exams from a multiple choice questions bank.

6. Target Audience:

The course is expected to be attended by new NRC employees in the process of completing the training and qualification program, and existing NRC employees attending as refresher training.

7. No more than two (2) instructors will be needed per course; one lecturing and the other observing or assisting in the class activities.

8. NRC reserves the right to cancel any session with a two week notices without cost to the government.

B-5

TASK 2 – Developing and Updating Course Materials

During this contract, it is expected that some modifications to course contents will be required. These modifications could be minor or may involve development of new modules, ranging between one to four hours in length.

Updates to existing course contents may include, but not limited to splitting a current module into two modules, or revising the content to ensure it remains current with respect to NRC rules, guides, or processes.

For the development of new modules, the NRC will provide the contractor with draft learning objectives and an estimation of the duration of module. The contractor shall develop new course materials based upon the provided learning objectives, including student handouts and presentation materials (text and power point), instructor’s notes, and test questions. All new developments must be reviewed and approved by the NRC COR prior to delivery.

All materials developed under this contract are considered works-for-hire and become NRC property. All training material developed will be considered non-proprietary and could be placed on public document management system in future by NRC.

CONTRACTOR QUALIFICATION REQUIREMENTS

The proposed contractor key personnel (Course Instructors) must have at minimum of 10 years experience associated with commercial nuclear reactor licensing. Familiarity with 10 CFR Part 50 and 52 requirements and experience in commercial power reactor licensing is required. This requirement can be met by demonstrating prior experience in engineering, operations and maintenance, training, or licensing project management activities related to a commercial nuclear power plant. Course Instructors are also required to have a minimum of two years experience in developing and presenting training materials in an Instructor-led classroom environment.

The key personnel who will deliver the instructor services as described above must be identified and resumes of education, training and experience provided. The qualification of proposed personnel shall be based on the resumes and supporting documentation provided.

Course Instructors are considered key personnel and essential to the successful performance of this contract. The contractor shall provide the names and resumes (including relevant education, training, and experience) of all proposed Course Instructors and must be approved by the NRC COR.

DELIVERABLES

Instructional Services to deliver reactor licensing course

Updates to existing course materials and development of new course materials as needed to ensure the training remains current with the NRC’s regulatory rules, guides, or processes.

CONTRACT MONITORING

The NRC COR may monitor courses to ensure that the quality of instruction and the materials provided are adequate, up-to-date, and meet the Agency’s requirements.

REPORTS

The contractor shall furnish regular updates and progress report on any assigned development task on a weekly basis as agreed upon during the kick off meeting.

B-6

In addition, a written report shall be provided within two weeks of the completion of each course unless a different schedule is agreed between the contractor and the NRC COR. These reports can be sent via email to the NRC COR.

The report shall include as a minimum:

a. A report of the work completed including analysis of student evaluations and feedback;

b. Any problems or issues encountered and their potential solutions; and

c. Recommendations for improvements.

A copy of course student comments and feedback will be provided to the contractor. The contractor shall also return to the NRC COR all government furnished materials and shall transfer to the NRC COR all materials developed by the contractor at the expense of the government. Any training materials developed by the contractor under Task 2 of this Task Order shall be provided in both electronic (original format such as Word and PowerPoint not PDF), a corresponding PDF files for each document and a paper copy.

CONTRACTOR FURNISHED ITEMS

The contractor shall designate an individual who shall be responsible for supervising the performance of work under the contract and who shall perform quality assurance in meeting the objectives and goals of the training and the focal point for any problems which may arise. This designated individual is not required to be present during all training, however the contractor may propose one of the instructors to serve in this capacity.

QUALITY ASSURANCE PLAN

The contractors are encouraged to suggest improvement in content or presentation of the course material. The NRC COR shall review any modification to the material, suggested changes, and any hands on exercises or case studies developed or used during the class to ensure that all materials are appropriate and meet contract requirements and learning objectives. The NRC COR will also review the course presentation reports, student evaluations and the final contract report.

PERIOD OF PERFORMANCE

Base year plus four (4) option years, subject to availability of funds, appropriate enrollments, or requests by the program offices.

NRC-HQ-13-R-38-0078 Section C

C-1

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (FEB 2012)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights-

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to 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 with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

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

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies(or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include-

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, contract line item number and, if applicable, the order number;

C-2

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

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

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

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

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

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

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

(i) Payment.-

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

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.

3903) and prompt payment regulations at 5 CFR part 1315.

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

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

C-3

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall--

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the--

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

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

(C) Affected 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) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in Section 611 of the Contract Disputes Act of 1978 (Public Law 95-563), which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if--

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

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

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

(A) The date fixed under this contract.

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

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on--

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(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

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

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

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b.

destination.

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to

C-5 officials not to benefit; 40 U.S.C. 3701, et seq., Contract Work Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 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 Unique to 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) 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 and through 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 remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

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

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

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

C-6 record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via CCR accessed through https://www.acquisition.gov or by calling 1-888-227-2423 or 269-961-5757.

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 and effect 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 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the effective date of the contract through last day of the contract.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

C.3 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

C.4 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within one (1) day;

provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five

(5) years.

https://www.acquisition.gov/

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C.5 52.232-99 PROVIDING ACCELERATED PAYMENT TO SMALL BUSINESS SUBCONTRACTORS

(DEVIATION) (AUG 2012)

This clause implements the temporary policy provided by OMB Policy Memorandum M-12-16, Providing Prompt Payment to Small Business Subcontractors, dated July 11, 2012.

(a) Upon receipt of accelerated payments from the Government, the contractor is required to make accelerated payments to small business subcontractors to the maximum extent practicable after receipt of a proper invoice and all proper documentation from the small business subcontractor.

(b) Include the substance of this clause, including this paragraph (b), in all subcontracts with small business concerns.

(c) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.

C.6 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

https://www.acquisition.gov/far/

52.227-14 RIGHTS IN DATA--GENERAL DEC 2007

52.227-18 RIGHTS IN DATA--EXISTING WORKS DEC 2007

I030 NRC ACQUISITION REGULATION (NRCAR) AUG 2011

PROVISIONS AND CLAUSES

(End of Addendum to 52.212-4)

C.7 2052.209-71 CURRENT/FORMER AGENCY EMPLOYEE INVOLVEMENT

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

(b) The offeror hereby certifies that there [ ] are [ ] are no current/former NRC employees (including special Government employees performing services as experts, advisors, consultants, or members of advisory committees) who have been or will be involved, directly or indirectly, in developing the offer, or in negotiating on behalf of the offeror, or in managing, administering, or performing any contract, consultant agreement, or subcontract resulting from this offer. For each individual so identified, the Technical and Management proposal must contain, as a separate attachment, the name of the individual, the individual's title while employed by the NRC, the date individual left NRC, and brief description of the individual's role under this proposal.

C.8 2052.209-72 CONTRACTOR ORGANIZATIONAL CONFLICTS OF INTEREST REPRESENTATION

I represent to the best of my knowledge and belief that:

https://www.acquisition.gov/far/

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The award to ______________________________ of a contract or the modification of an existing contract does [ ] does not [ ] involve situations or relationships of the type set forth in 48 CFR 2009.570-3(b).

(a) If the representation, as completed, indicates that situations or relationships of the type set forth in 48 CFR 2009.570-3(b) are involved, or the contracting officer otherwise determines that potential organizational conflicts of interest exist, the offeror shall provide a statement in writing which describes in a concise manner all relevant factors bearing on his representation to the contracting officer. If the contracting officer determines that organizational conflicts exist, the following actions may be taken:

(1) Impose appropriate conditions which avoid such conflicts,

(2) Disqualify the offeror, or

(3) Determine that it is otherwise in the best interest of the United States to seek award of the contract under the waiver provisions of 48 CFR 2009-570-9.

(b) The refusal to provide the representation required by 48 CFR 2009.570-4(b), or upon request of the contracting officer, the facts required by 48 CFR 2009.570-3(b), must result in disqualification of the offeror for award.

C.9 2052.215-70 KEY PERSONNEL (JAN 1993)

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

Course Instructors, TBD

The contractor agrees that personnel may not be removed from the contract work or replaced without compliance 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 to devote substantially less effort to the work than indicated in the proposal or initially anticipated, the contractor shall 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 the circumstances necessitating the proposed substitutions. The request must also contain a complete resume for the proposed substitute and other information requested or needed by the contracting officer to evaluate the proposed substitution. The contracting officer and the COR shall evaluate the contractor's request and 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 have been reassigned, terminated, or have otherwise become unavailable for the contract work is not reasonably forthcoming, or that the resultant reduction of productive effort would be so substantial as to impair the successful completion of the contract or the service order, the contract may be terminated by the contracting officer for default or for the convenience of the Government, as appropriate. If the contracting officer finds the contractor at fault for the condition, the contract price or fixed fee may be equitably adjusted downward to compensate the Government for any resultant delay, loss, or damage.

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C.10 2052.215-71 CONTRACTING OFFICER’S REPRESENTATIVE AUTHORITY

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

Name: To Be Determined

Address:

Telephone Number:

(b) Performance of the work under this contract is subject to the technical direction of the NRC COR. 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 of Work or changes to specific travel identified in the Statement of Work), fills in details, or otherwise serves to accomplish the contractual statement of work.

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

(3) Review and, where required by the contract, approval of technical reports, drawings, specifications, and technical 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 COR does not have the authority to and may not issue any technical direction which:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(5) Immediately notify the Personnel Security Branch, Division of Facilities…