Sec B-H - Part I Schedule.pdf

Request for Proposal No. 89233220RNA000002

Section B – H, Page i

PART I – THE SCHEDULE

TABLE OF CONTENTS

SECTION B: SUPPLIES OR SERVICES AND PRICES/COSTS

B-1 SERVICES BEING ACQUIRED

CLIN 0001 TRANSITION PERIOD

CLIN 0002 MANAGEMENT AND OPERATION (M&O) OF THE Y-12 AND PX SITES

CLIN 0002A BASE PERIOD (YEARS 1-5)

CLIN 0002B OPTION PERIOD 1

CLIN 0002C OPTION PERIOD 2

CLIN 0002D OPTION PERIOD 3

CLIN 0002E OPTION PERIOD 4

CLIN 0002F OPTION PERIOD 5

CLIN 0003 STRATEGIC PARTNERSHIP PROJECTS

CLIN 0004 CAPITAL CONSTRUCTION PROJECTS

B-2 CONTRACT TYPE AND VALUE

B-3 CONTRACT FEE STRUCTURES

B-4 KEY PERSONNEL REPLACEMENT

B-5 OBLIGATION OF FUNDS

B-6 AVAILABILITY OF APPROPRIATED FUNDS

B-7 PERFORMANCE EVALUATION

B-8 CAPITAL CONSTRUCTION PROJECTS FEE PLAN

SECTION C: DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C-1 STATEMENT OF WORK

SECTION D: PACKAGING AND MARKING

D-1 PACKAGING AND MARKING

D-2 SECURITY

SECTION E: INSPECTION AND ACCEPTANCE

E-1 FAR 52.246-5 INSPECTION OF SERVICES – COST-REIMBURSEMENT (APR 1984)

E-2 ACCEPTANCE

SECTION F: DELIVERIES OR PERFORMANCE

F-1 FAR 52.242-15 STOP-WORK ORDER (AUG 1989) ALTERNATE I (APR 1984)

F-2 STOP WORK IN EVENT OF IMMINENT DANGER

F-3 PERIOD OF PERFORMANCE

F-4 PRINCIPAL PLACE OF PERFORMANCE

F-5 EVALUATION OF PERFORMANCE AND EXERCISE OF OPTION(S)

F-6 DELIVERABLES

F-7 DELIVERABLES DURING TRANSITION

SECTION G: CONTRACT ADMINISTRATION DATA

G-1 GOVERNMENT CONTACTS & CORRESPONDENCE PROCEDURES

G-2 CONTRACTING OFFICER AUTHORITY

G-3 CONTRACTING OFFICER’S REPRESENTATIVE

G-4 CONTRACTOR CONTACT

G-5 PERFORMANCE GUARANTEE(S)

Section B – H, Page ii

G-6 RECOGNITION OF PERFORMING ENTITY

G-7 RESPONSIBLE CORPORATE OFFICIAL

G-8 INVOICING FOR TRANSITION PRICE

SECTION H: SPECIAL CONTRACT REQUIREMENTS

H-1 CONTINUATION OF PREDECESSOR CONTRACTOR’S OBLIGATIONS AND TRANSFER OF

OBLIGATIONS TO SUCCESSOR CONTRACTOR

H-2 SMALL BUSINESS PARTICIPATION

H-3 REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF OFFEROR

H-4 ORGANIZATIONAL CONFLICT OF INTEREST (OCI)

H-5 LOBBYING RESTRICTION

H-6 FLOWDOWN OF RIGHTS TO PROPOSAL DATA

H-7 PRIVACY ACT RECORDS

H-8 TRANSITION

H-9 CONFERENCE MANAGEMENT

H-10 FEDERAL FLEET MANAGEMENT SYSTEM

H-11 ACCOUNTABILITY

H-12 NNSA OVERSIGHT

H-13 CLAUSE UPDATES AND IMPLEMENTATION SECTION TO FAR CLAUSES

H-14 CONFIDENTIALITY OF INFORMATION

H-15 NNSA PRIME CONTRACTS

H-16 INSTRUCTIONS FOR UPDATING FOREIGN OWNERSHIP, CONTROL OR INFLUENCE (FOCI)

INFORMATION (JUN 2011)

H-17 PARENT OVERSIGHT PLAN

H-18 CONSTRUCTION PROJECTS

H-19 LABORATORY, PLANT, AND SITE STRATEGIC PLANNING GUIDANCE

H-20 ORGANIZATIONAL CULTURE CHANGE

H-21 MANAGEMENT AND OPERATING CONTRACTOR (M&O) SUBCONTRACT REPORTING (NOV

2017)

H-22 THIRD PARTIES

H-23 STANDARDS MANAGEMENT

H-24 UTILIZATION OF PARENT CORPORATE SYSTEMS

H-25 PERFORMANCE BASED MANAGEMENT SYSTEM

H-26 CONTRACTOR PERFORMANCE EVALUATIONS

H-27 ADVANCE UNDERSTANDING REGARDING ADDITIONAL ITEMS OF ALLOWABLE AND

UNALLOWABLE COSTS AND OTHER MATTERS

H-28 ALTERNATIVE DISPUTE RESOLUTION

H-29 COMMUNITY COMMITMENT PLAN

H-30 DEFENSE PRIORITIES AND ALLOCATIONS SYSTEM PRIORITY RATING

H-31 COMBATING RACE AND SEX STEREOTYPING

H-32 STRATEGIC PURCHASING

Section B – H, Page 1

SECTION B: SUPPLIES OR SERVICES AND PRICES/COSTS

B-1 SERVICES BEING ACQUIRED

CLIN 0001 TRANSITION PERIOD

In accordance with the terms and conditions of this Contract, the Contractor shall provide the personnel, equipment, materials, supplies, and services (except as may be furnished by the Government) and otherwise do all things necessary for, or incidental to, the efficient, effective, and safe transition of Management & Operating services at theY-12 National Security Complex (Y-12) in Oak Ridge, TN, and the Pantex Plant (PX) near Amarillo, TX, (hereinafter referred to as “the Sites”). All relocation related costs/expenses for the proposed management team shall be funded only by the FFP transition CLIN regardless of when those costs/expenses are incurred. The transition period is a four-month period of performance with a firm-fixed-price of $TBD.

CLIN 0002 MANAGEMENT AND OPERATION (M&O) OF THE Y-12 AND PX

SITES

In accordance with the terms and conditions of this Contract, the Contractor shall provide the personnel, equipment, materials, supplies, and services (except as may be furnished by the Government) and otherwise do all things necessary for, or incidental to, the efficient, effective, and safe management and operation of the Sites as provided in the Statement of Work.

CLIN 0002A BASE PERIOD (YEARS 1-5)

The Base Period is five years of performance on a cost-plus-award fee basis.

CLIN 0002B OPTION PERIOD 1

Option Period 1 is one year of performance on a cost-plus-award fee basis.

CLIN 0002C OPTION PERIOD 2

Option Period 2 is one year of performance on a cost-plus-award fee basis.

CLIN 0002D OPTION PERIOD 3

Option Period 3 is one year of performance on a cost-plus-award fee basis.

CLIN 0002E OPTION PERIOD 4

Option Period 4 is one year of performance on a cost-plus-award fee basis.

Section B – H, Page 2

CLIN 0002F OPTION PERIOD 5

Option Period 5 is one year of performance on a cost-plus-award fee basis.

CLIN 0003 STRATEGIC PARTNERSHIP PROJECTS

The Contractor shall, in accordance with Section J, Appendix A, Chapter II Work Scope Structure, paragraph 1.3 Strategic Partnership Projects (SPP), and all other the terms and conditions of this Contract, provide the personnel, equipment, materials, supplies, and services, (except as may be furnished by the Government) and otherwise do all things necessary for, or incidental to, the effective, efficient, and safe performance of all SPP efforts as directed by the Contracting Officer.

CLIN 0003A BASE PERIOD

The Base Period is five years of performance on a cost-plus-fixed-fee basis.

CLIN 0003B OPTION PERIOD 1

Option Period 1 is one year of performance on a cost-plus-fixed-fee basis.

CLIN 0003C OPTION PERIOD 2

Option Period 2 is one year of performance on a cost-plus-fixed-fee basis.

CLIN 0003D OPTION PERIOD 3

Option Period 3 is one year of performance on a cost-plus-fixed-fee basis.

CLIN 0003E OPTION PERIOD 4

Option Period 4 is one year of performance on a cost-plus-fixed-fee basis.

CLIN 0003F OPTION PERIOD 5

Option Period 5 is one year of performance on a cost-plus-fixed-fee basis.

CLIN 0004 CAPITAL CONSTRUCTION PROJECTS

The Contractor shall, in accordance with the terms and conditions of this Contract, provide the personnel, equipment, materials, supplies, and services (except as may be furnished by the Government) and otherwise do all things necessary for, or incidental to, the efficient, effective, and safe management and/or performance of Capital Construction Projects (as defined in Clause H-18 of this Contract).

Section B – H, Page 3

Sub-CLIN 0004A Lithium Processing Facility

(a) This Sub-CLIN 0004A is for the Lithium Processing Facility at Y-12 utilizing a Cost-

Plus-Incentive-Fee (CPIF) pricing structure. The CPIF price for this project is $TBD (to be negotiated after award).

(b) The Period of Performance for Sub-CLIN 0004A is TBD.

Sub-CLIN 0004B High Explosive Science and Engineering Facility

(a) This Sub-CLIN 0004B is for the High Explosive Science and Engineering Facility at

Pantex utilizing a Firm-Fixed-Price (FFP) pricing structure. The FFP for this project is $TBD (to be negotiated after award).

(b) The Period of Performance for Sub-CLIN 0004B is TBD.

B-2 CONTRACT TYPE AND VALUE

(a) This is a Performance Based Contract for the Management and Operation (M&O) of DOE/NNSA facilities governed by FAR 17.6, DEAR 917.6, and DEAR 970. It is an M&O cost-reimbursement Contract with terms for an Award Fee (AF) for CLIN 0002 and terms for a Fixed Fee for CLIN 0003. The contract types and values under CLIN 0004 shall be established as each Sub-CLIN is awarded under CLIN 0004.

(b) Transition is Firm-Fixed-Price (FFP) for CLIN 0001.

(c) The CLIN 0002 annual available award fee (AF) shall be established unilaterally by

NNSA prior to commencement of each applicable contract period. The AF is the product of the fee base multiplied by TBD%*. The fee base shall be calculated using the following formula:

((CLIN 0002 Annual Controlled Baseline Attributable to Current Year Funding)*(1-

0.13)) / (1 + TBD%*)

*Proposed Award Fee% of successful Offeror will be inserted at contract award.

The 0.13 adjustment to the numerator of the fee base formula represents fee base exclusions prescribed by DEAR 970.1504-1-7. This exclusion rate is not subject to future revision based on actual cost experience and is fixed for the life of the contract.

Uncosted funding balances from legacy management and operating contracts used to fund current work scope under this contract shall not result in any additional fee entitlement. Pursuant to Section L-12 of the Request for Proposal, Offerors were to factor consideration for potential work scope funded by carry over funding into their proposed fee percentages. Therefore the Contractor shall not be entitled to any equitable adjustment in available fee during performance for work scope funded by carry over

Section B – H, Page 4 funding from predecessor contracts. Similarly, carry over funding is excluded from consideration in establishing the annual available AF as shown in the formula above.

The AF will be adjusted unilaterally by NNSA once each contract period at the time the Annual Controlled Baseline (ACB) attributable to current year funding is updated to reflect the enacted budget. The adjustment will be made using the fee base formula prescribed above. No other adjustment shall be made to the AF unless the approved September 30th ACB reflects a plus or minus 10 percent change from the ACB based on the enacted budget. The 10 percent change threshold shall apply only to scope changes and not changes caused by cost overruns, changes in the cost of labor, changes in the cost of materials, or other cost changes without a direct nexus to NNSA-approved changes in scope. Table 1 below will be updated through unilateral modifications as applicable.

Table 1 - CLIN 0002 - Management and Operation of the Y-12 and PX Sites

Contract Period Initial Fee

Base Updated Fee

Base Available

Award Fee Earned Award

Fee Base Period (Year 1) $TBD $TBD $TBD $TBD Base Period (Year 2) $TBD $TBD $TBD $TBD Base Period (Year 3) $TBD $TBD $TBD $TBD Base Period (Year 4) $TBD $TBD $TBD $TBD Base Period (Year 5) $TBD $TBD $TBD $TBD Option Periods Option Period 1 (if exercised) $TBD $TBD $TBD $TBD Option Period 2 (if exercised) $TBD $TBD $TBD $TBD Option Period 3 (if exercised) $TBD $TBD $TBD $TBD Option Period 4 (if exercised) $TBD $TBD $TBD $TBD Option Period 5 (if exercised) $TBD $TBD $TBD $TBD

Total $TBD $TBD $TBD $TBD

(d) The CLIN 0003 (Strategic Partnership Projects (SPP) -- Section J, Appendix A Statement of Work) annual fixed fee (FF) shall be established unilaterally by NNSA prior to commencement of each applicable contract period. The FF is the product of the fee base multiplied by TBD%*. The fee base shall be calculated using the following formula:

((CLIN 0003 Estimated Budget)*(1-0.13)) / (1 + TBD%*)

Section B – H, Page 5

*Proposed Fixed Fee% of successful Offeror will be inserted at contract award.

The 0.13 adjustment to the numerator of the fee base formula represents fee base exclusions prescribed by DEAR 970.1504-1-7. This exclusion rate is not subject to future revision based on actual cost experience and is fixed for the life of the contract.

Once established, CLIN 0003 FF shall not be subject to revision based on actual cost or budget experience. Table 1 below will be updated through unilateral modifications as applicable.

Table 2 - CLIN 0003 - Strategic Partnership Projects

Contract Period Fee Base Fixed Fee Total Base Period (Year 1) $TBD $TBD $TBD Base Period (Year 2) $TBD $TBD $TBD Base Period (Year 3) $TBD $TBD $TBD Base Period (Year 4) $TBD $TBD $TBD Base Period (Year 5) $TBD $TBD $TBD Option Periods Option Period 1 (if exercised) $TBD $TBD $TBD Option Period 2 (if exercised) $TBD $TBD $TBD Option Period 3 (if exercised) $TBD $TBD $TBD Option Period 4 (if exercised) $TBD $TBD $TBD Option Period 5 (if exercised) $TBD $TBD $TBD

Total $TBD $TBD $TBD

(e) Fee Structures for CLIN 0004 Capital Construction Projects. The fee/pricing structure(s), and associated terms and conditions established under CLIN 0004 will be determined when each Sub-CLIN is awarded.

(f) The AF percentage for CLIN 0002, and the FF percentage for CLIN 0003 will not be negotiated on an annual basis and are established at Contract award.

B-3 CONTRACT FEE STRUCTURES

All team members shall share in all the fee pools, whether they are subcontractors or members of a joint-venture and/or other teaming arrangement as defined in FAR 9.601.

Separate, additional subcontractor fee for teaming partners shall not be considered an

Section B – H, Page 6 allowable cost under the contract. If a subcontractor, supplier, or lower-tier subcontractor is a wholly-owned by, majority-owned by, or an affiliate of any team member, any fee or profit earned by such entity shall not be considered an allowable cost under this contract unless otherwise approved by the Contracting Officer. The fee restriction above does not apply to members of the Contractor’s team that are:

(i) small businesses;

(ii) Protégé firms as part of an approved Mentor-Protégé relationship under the

Clause entitled, Mentor-Protégé Program;

(iii) a competitively awarded firm-fixed price or firm-fixed unit price subcontract; or

(iv) competitively awarded subcontracts for commercial items as defined in FAR

Subpart 2.1.

(a) CLIN 0001: Transition is Firm-Fixed-Price and there is no fee structure.

(b) CLIN 0002: Management and Operation of the Sites - Award Fee (AF)

The available AF for each performance period of the Base Period and each Option Period, if exercised by DOE/NNSA, are shown in the tables in Clause B-2, Contract Type and Value, paragraph (c), Table 1. The Contractor shall be eligible to earn AF of up to the amount specified for each performance period of the Base Period (CLIN 0002A) and each Option Period, if exercised by DOE/NNSA, in accordance with paragraph (e)(1) of this clause.

(c) CLIN 0003: Strategic Partnership Projects (SPP) - Fixed Fee (FF)

The FF for SPP for the Base Period and each Option Period, if exercised by DOE/NNSA, are shown in Clause B-2, Contract Type and Value, paragraph (d), Table 2.

(d) CLIN 0004: Capital Construction Projects

The fee/price structure(s), and associated terms and conditions established under CLIN 0004 will be determined when each Sub-CLIN is awarded.

(e) Payment of Fee

(1) CLIN 0002: Award Fee (AF)

(i) AF Determination. The amount of AF earned will be based on the Contractor’s performance as evaluated against the criteria established in the Performance Evaluation and Measurement Plan described in B-7 Performance Evaluation.

The amount of AF earned by the Contractor will be unilaterally determined by NNSA’s Fee Determining Official (FDO), who will document their AF determination in a Fee Determination Letter.

Section B – H, Page 7

(ii) Contractor Notification. Each year, no later than December 15 (or the first business day thereafter, if December 15 is a Saturday, Sunday, or Federal Holiday), the Contracting Officer will notify the Contractor of the amount of AF earned and provide the Fee Determination Letter.

(iii) AF Delay. If the Contracting Officer does not notify the Contractor of the amount of AF earned by the date specified in (ii), the Contractor shall be entitled to interest on the AF earned, following the procedures outlined at 5 C.F.R. § 1315.10. For purposes of this calculation, the payment due date is considered to be the day after the date specified in (ii).

(iv) No Allocation to Future Periods. AF not earned during the evaluation period shall not be allocated to future evaluation periods.

(v) No Draw Down. The Contractor is not authorized to draw down or provisionally bill any portion of AF prior to receipt of the FDO’s Fee Determination Letter and authorization from the Contracting Officer via a contract modification.

(2) CLIN 0003: Fixed Fee (FF)

The FF for the Base Period of the Contract (and option periods to the extent exercised) for CLIN 0003 SPP shall be paid monthly at the rate of one-twelfth (1/12) of the annual Fixed Fee per month. Such payment amounts are to be drawn down by the Contractor from the Contract’s special financial institution account in monthly installments on the last day of each month.

(3) CLIN 0004: Capital Construction Projects

Cost/Price and cost/price structure (such as Firm Fixed Price, Cost-Plus-Incentive- Fee, or other price structures as agreed) and any applicable special terms and conditions shall be identified for each Capital Construction Project covered by each Sub-CLIN to CLIN 0004.

B-4 KEY PERSONNEL REPLACEMENT

Unless approved in advance, in writing, by the Contracting Officer, should any Key Personnel be removed, replaced, or diverted by the Contractor for reasons under the Contractor’s control (other than in accordance with the Contract’s Section I clause entitled “DEAR 970.5203-3, Contractor’s Organization (DEC 2000) (Class Deviation), paragraph (c)"), beginning on the first day of the Contract Base Period through the first three years of the Base Period under the Contract, or within three years of being placed in the position, the Contractor shall forfeit three years of the DOE/NNSA reimbursable annual salary and relocation costs as well as associated burdens, for that position for each occurrence. Such forfeited costs shall be considered unallowable costs under this contract, and shall be

Section B – H, Page 8 considered a debt due to the Government within 30 days of the effective date any Key Personnel is removed, replaced, or diverted from the key position.

B-5 OBLIGATION OF FUNDS

Pursuant to this Contract’s Section I Clause entitled “DEAR 970.5232-4, Obligation of Funds,” the total amount obligated by the Government with respect to this Contract is identified in the latest executed funding modification.

B-6 AVAILABILITY OF APPROPRIATED FUNDS

Except as may be specifically provided to the contrary to the Contract’s Section I Clauses entitled “FAR 52.250-1, Indemnification Under Public Law 85-804, Alternate I” and “DEAR 952.250-70, Nuclear Hazards Indemnity Agreement,” the duties and obligations of the Government hereunder calling for the expenditure of appropriated funds shall be subject to the availability of funds appropriated by the Congress, which DOE/NNSA may legally spend for such purposes.

B-7 PERFORMANCE EVALUATION

Performance Evaluation and Measurement Plan (PEMP). A PEMP will be developed by NNSA for this Contract, which will document strategic performance expectations each year and the process by which the Contractor’s performance will be evaluated. The Parties will strive to reach mutual agreement on the performance measures and will work together to establish the PEMP. In the event the parties cannot come to agreement, NNSA reserves the right to make the final decision and issue the PEMP unilaterally. The PEMP once finalized, whether bilaterally or unilaterally, will be incorporated into the Contract at Section J, Appendix C, by contract modification. The Contracting Officer may revise the PEMP bilaterally or unilaterally during an evaluation period of performance and will incorporate any revisions through a contract modification. No changes will be made with less than 60 days remaining in the evaluation period. The Contractor will submit a self-assessment for each corresponding interim and final evaluation period under the PEMP.

Evaluation of Capital Construction Projects under CLIN 0004 will be evaluated independent of the PEMP.

B-8 CAPITAL CONSTRUCTION PROJECTS FEE PLAN

A Capital Construction Project Fee Plan will be developed, with Contractor input, for each fee bearing Sub-CLIN awarded under CLIN 0004 and incorporated at Section J, Appendix L, Capital Construction Fee Plan. Although the detail and content incorporated into each Fee Plan may vary based on the cost and fee structure for a given Sub-CLIN, each Sub- CLIN Fee Plan shall document the process by which the Contractor’s performance will be evaluated; the amount of available fee and, when applicable, the allocation of fee to mutually agreeable project cost and/or schedule milestones; the conditions precedent to the

Section B – H, Page 9 submission of fee payment requests by the Contractor; the Government’s fee determination process; and any provisions or conditions that would result in an adjustment to otherwise earned fee. The Parties will work collaboratively to establish mutually acceptable Fee Plans. In the event the Parties cannot come to agreement on the Fee Plan for any Sub- CLIN, the DOE/NNSA reserves the unilateral right to make the final decision, including changes thereto, on all Sub-CLIN contract structures, fee structures, performance objectives, goals, and measures and the methodology used to evaluate Contractor performance.

Section B – H, Page 10

SECTION C: DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C-1 STATEMENT OF WORK

The work to be performed is set forth in Section J, Appendix A, Statement of Work.

Section B – H, Page 11

SECTION D: PACKAGING AND MARKING

D-1 PACKAGING AND MARKING

Packaging and marking of items to be delivered shall be in accordance with work authorization requirements or other written direction of the Contracting Officer or the Contracting Officer’s Representative (COR).

D-2 SECURITY

The Contractor shall comply with the security requirements for packaging, marking, mailing, and shipping classified materials (if any) as prescribed by applicable U.S.

Department of Energy safeguards and security directives.

Section B – H, Page 12

SECTION E: INSPECTION AND ACCEPTANCE

E-1 FAR 52.246-5 INSPECTION OF SERVICES – COST-REIMBURSEMENT (APR

1984)

(a) Definition. "Services," as used in this clause, includes services performed, workmanship, and material furnished or used in performing services.

(b) The Contractor shall provide and maintain an inspection system acceptable to the

Government covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all services called for by the contract, to the extent practicable at all places and times during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If any of the services performed do not conform with contract requirements, the

Government may require the Contractor to perform the services again in conformity with contract requirements, for no additional fee. When the defects in services cannot be corrected by re-performance, the Government may--

(1) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and

(2) Reduce any fee payable under the contract to reflect the reduced value of the services performed.

(e) If the Contractor fails to promptly perform the services again or take the action necessary to ensure future performance in conformity with contract requirements, the Government may--

(1) By contract or otherwise, perform the services and reduce any fee payable by an amount that is equitable under the circumstances; or

(2) Terminate the contract for default.

E-2 ACCEPTANCE

Inspection of all activities and acceptance for all work and effort under this Contract shall be accomplished by the Contracting Officer or other duly authorized representative. If the Government performs inspection or evaluation on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all

Section B – H, Page 13 reasonable facilities and assistance for the safe and convenient performance of these duties.

Only the Contracting Officer is authorized to accept work which does not comply with the Contract requirements (including requirements of Work Authorizations) or to otherwise waive any applicable requirements. Acceptance of nonconforming work by any other individual shall not constitute acceptance on behalf of the Government.

Section B – H, Page 14

SECTION F: DELIVERIES OR PERFORMANCE

F-1 FAR 52.242-15 STOP-WORK ORDER (AUG 1989) ALTERNATE I (APR 1984)

(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either--

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Termination clause of this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule, the estimated cost, the fee, or a combination thereof, and in any other terms of the contract that may be affected, and the contract shall be modified, in writing, accordingly, if--

(1) The stop-work order results in an increase in the time required for, or in the

Contractor's cost properly allocable to, the performance of any part of this Contract; and

(2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

Section B – H, Page 15

F-2 STOP WORK IN EVENT OF IMMINENT DANGER

The Contractor shall immediately cease any activity that is imminently dangerous to the life or health of the workers, the public, or the environment. In the event of imminent danger, any Federal or Contractor employee is authorized to instruct the Contractor to stop work.

The Contracting Officer must be contacted immediately after the event such that a written stop-work order can be issued in accordance with F-1, FAR 52.242-15, Stop-Work Order, Alternate I (APR 1984). Employees of the Contractor shall be apprised of their right to stop work pursuant to this clause. The Contractor shall include this clause in all subcontracts to be performed at the sites. In the event of a security incident that involves an imminent threat to the facility, the Contractor is expected to perform their security duties and continue until they eliminate the threat, at which point they will reconstitute and resume normal security operations subject to this clause.

F-3 PERIOD OF PERFORMANCE

The period of performance of this Contract shall expire five years after completion of the Transition Period, unless sooner reduced, terminated or extended in accordance with this Contract. The period of performance may be extended in increments, or portions thereof, for up to an additional five years of performance. The Contract’s maximum period of performance, including the Transition period and Option Period(s), if exercised, shall not exceed 10 years and four months. The period of performance of this Contract consists of:

(1) Transition Period: A period of four months beginning on the Notice to Proceed date issued by the Contracting Officer.

(2) Base Period: A period of five years beginning after completion of the Transition Period and issuance of Authorization to Begin Performance by the Contracting Officer.

(3) Option Period(s): Beginning after completion of the Base Period, Five (5) one year options for a possible total of 5 option years, if exercised:

Option Period 1: If exercised, one year from the end of the Base Period.

Option Period 2: If exercised, one year from the end of Option Period 1.

Option Period 3: If exercised, one year from the end of Option Period 2.

Option Period 4: If exercised, one year from the end of Option Period 3.

Option Period 5: If exercised, one year from the end of Option Period 4.

Section B – H, Page 16

F-4 PRINCIPAL PLACE OF PERFORMANCE

The work under this Contract is to be carried out at a variety of locations within and outside the United States, with the principal locations of performance being at the Y-12 National Security Complex in Oak Ridge, Tennessee, and the Pantex Plant near Amarillo, Texas.

F-5 EVALUATION OF PERFORMANCE AND EXERCISE OF OPTION(S)

The decision to extend this Contract via the exercise of an option will be a unilateral decision made by NNSA. Exercise of any option shall be in accordance with Section I clause FAR 52.217-9, Option to Extend the Term of the Contract. Other factors considered are described at FAR Part 17.207, Exercise of Options, which must be met before any option can be exercised. At a minimum, the NNSA will consider the following in determining whether to extend the Contract:

(1) The Contractor’s overall performance, taking into consideration performance evaluations pursuant to the Contractor Performance Assessment Reporting System (CPARS); and

(2) The considerations under DEAR 970.1706-1(b) for exercising options under M&O contracts.

F-6 DELIVERABLES

The primary deliverables under this Contract are described in Section J, Appendix A, Statement of Work. To ensure that effective and efficient management systems exist for the management and operation of the Sites, this Contract also requires the delivery of documents, plans, and reports for the Contracting Officer’s review and approval. The Contractor shall manage all deliverables required throughout this Contract.

F-7 DELIVERABLES DURING TRANSITION

In addition to the transition deliverables identified elsewhere in this Contract, the following deliverables shall be submitted during the Transition Period:

(a) Transition Plan

The Contractor shall provide, for approval by the Contracting Officer, a Transition Plan within 10 calendar days after the start of the Transition Period. The Transition Period is specified in Section F-3, Period of Performance. Upon written approval by the Contracting Officer, the Transition Plan, shall be incorporated into Section J, Appendix J, Transition Plan.

Section B – H, Page 17

(b) Key Personnel Cost Estimate

(1) The Contractor shall propose initial total Key Personnel compensation costs for each of its Key Personnel for the first year of the Base Period of the contract within 10 calendar days after the start of the Transition Period. The Contracting Officer will review Key Personnel compensation costs for the first year of the Base Period. Only those proposed Key Personnel compensation costs approved by the Contracting Officer will be eligible for reimbursement under the Contract. The Contractor shall provide supporting justification related to internal and external equity for each compensation request. The top contractor official’s reimbursed base salary will serve as the maximum allowable salary reimbursement level. Any bonuses paid to Key Personnel are considered unallowable costs (see H-27(b)).

(2) The Contractor shall separately identify and provide a total summary of the annual compensation costs of the Contractor’s proposed Key Personnel for the first year of the Base Term. Costs shall include annual base salaries, and applicable bonuses, incentive pay, fringe benefits, and other Key Personnel compensation.

For each of the Key Personnel proposed, identify the individual’s position, name, current annual salary, and basis for determining the proposed annual salary.

Separately identify and describe the basis of estimate for applicable fringe benefits, incentive pay, bonuses, and any other forms of Key Personnel compensation. Provide narrative support sufficient to explain the development and reasonableness of the proposed compensation costs.

(3) Notwithstanding any other term or condition set forth in the Contract, the compensation reimbursed by the Government for each of the Contractor’s Key Personnel shall not exceed $525,000 per fiscal year, adjusted annually based on the Employment Cost Index (ECI), as determined by Section 702(a)(1) of the Bipartisan Budget Act of 2013, P.L. 113-6 (December 26, 2013), codified at 41 U.S.C. § 4304(a)(16).

(c) Conflict of Interest Compliance and Management Plan

The Contractor shall submit a Conflict of Interest Compliance and Management Plan (Plan) to the Contracting Officer for approval within 60 days after the start of the Transition Period. The Plan shall address the Contractor's approach for adhering to Section I clause DEAR 952.209-72, Organizational Conflicts of Interest (AUG 2009), Alternate I, and describe its procedures for aggressively self-identifying and resolving both organizational and employee conflicts of interest. The Plan shall include the information required by DEAR 970.5227-3, Technology Transfer Mission Alternate II (Dec 2000) (PROPOSED DEVIATION) (d). The overall purpose of the Plan is to demonstrate how the Contractor will assure that its operations meet the highest standards of ethical conduct, and how its assistance and advice are impartial and objective. Within 30 days of submission, the Contracting Officer will approve or reject the Plan.

Section B – H, Page 18

(d) Community Commitment Plan

The Contractor shall deliver within 120 calendar days after the start of the Transition

Period of the Contract, a Community Commitment Plan that has been discussed between the Contractor and the community in accordance with H-29.

(e) Diversity Plan

The Contractor shall submit a Diversity Plan to the Contracting Officer for approval within 90 days after the start of the Transition Period. The Diversity Plan shall be consistent with the intent of DEAR 970.5226-1, Diversity Plan. Section J, Appendix M Diversity Plan Guidance provides guidance to assist the Contractor in understanding the information being sought by the DOE/NNSA for each of the diversity elements within the DEAR clause.

(f) Interface Management Plan

Section J, Appendix A, Statement of Work, Chapter I, Section 4.8, requires that the Contractor provide an “Interface Management Plan” for Contracting Officer’s approval within 90 calendar days after the start of the Transition Period. Upon written approval by the Contracting Officer, the Interface Management Plan, shall be incorporated into Section J, Appendix K, Interface Management Plan.

(g) UPF Interface Management Plan

Section J, Appendix A, Statement of Work, Chapter I, Section 4.8, requires that the Contractor provide a “UPF Interface Management Plan” for Contracting Officer’s approval within 30 calendar days after the start of the Transition Period. Upon written approval by the Contracting Officer, the UPF Interface Management Plan, will be incorporated into Section J, Appendix Q, UPF Interface Management Plan.

(h) Cyber Security and Information Technology (IT) Management and Operations Plan

The Contractor shall deliver within 120 calendar days after the start of the Transition Period, an Cyber Security and IT Management and Operations Plan detailing the strategy for implementing and maintaining the lifecycle of site IT and Operational Technologies to support NNSA mission needs while best incorporating cybersecurity protections in a manner that facilitates and safeguards Government technology capabilities in accordance with contractual requirements. Upon written approval by the Contracting Officer, the Plan may be incorporated into Section J of the contract as a separate Appendix

(i) Cost Savings Deliverables

Section B – H, Page 19

The Cost Savings Program requirements as described in clause I-25 DEAR 970.5215-4, Cost Reduction; Section J, Appendix A, Statement of Work; Section J Appendix N, NNSA Cost Savings Program; and elsewhere in the contract, requires the development of multiple procedures and submissions. Within 90 calendar days of the beginning of Contract Transition, the Contractor shall provide for the Contracting Officer’s approval:

(1) The Contractor’s approach to identifying and pursuing Net Savings as defined in the clause at I-25 DEAR 970.5215-4, Cost Reduction. This approach may be incorporated in whole or in part into Appendix N to document expectations and commitments regarding the conduct of the Cost Savings Program. The Contractor may, but is not required to, include annual or aggregate savings targets in its approach submission.

(2) The Contractor’s draft written procedures for development and submission to the Contracting Officer for approval of Cost Reduction Proposals (CRP), including a formal change control process and approval thresholds.

(3) The Contractor’s draft written procedures for development and submission to the Contracting Officer of the annual Cost Savings Validation Report (Validation Report).

Additionally, within 180 days after the start of the Transition Period the Contractor shall provide for Contracting Officer approval the final aforementioned written procedures for the CRP and Validation Report.

(j) Annual Controlled Baseline

The Annual Controlled Baseline (ACB) requirements as described in Section J Appendix A, Statement of Work, Chapter I section 3.2 and elsewhere in the contract require the development and submission of various deliverables related to the ACB.

(1) Within 90 calendar days after the start of the Transition Period, the Contractor shall provide for the Contracting Officer’s approval the Contractor’s draft written procedure for development and submission of the Annual Controlled Baseline, including a formal change control processes and approval thresholds.

(2) Within 180 calendar after the start of the Transition Period, the Contractor shall provide for Contracting Officer approval the final written procedure for development and submission of the Annual Controlled Baseline.

(k) The Contractor shall submit a Cost Plus Incentive Fee proposal for Sub-CLIN

0004A Lithium Procession Facility within 120 days after the start of the Transition Period.

(l) The Contractor shall submit a Firm-Fixed-Price proposal for the High Explosive

Science and Engineering Facility within 30 days after the start of the Transition Period.

Section B – H, Page 20

SECTION G: CONTRACT ADMINISTRATION DATA

G-1 GOVERNMENT CONTACTS & CORRESPONDENCE PROCEDURES

(a) The NNSA Field Office Manager, Nuclear Production Office (NPO), is the Contractor's primary point of contact for all operational and policy matters, except as identified in paragraphs (b) through (f) below, regarding performance of this Contract under CLIN 0001, 0002, and 0003. The NPO Administrative Contracting Officer (ACO) is the Contractor's primary point of contact for all contractual matters related to CLIN 0001, 0002, and 0003. The NPO Field Office Manager and ACO can be reached at:

NNSA Production Office NNSA Production Office Attn: NPO Manager Attn: NPO ACO P.O. Box 2050 P.O. Box 2050 Oak Ridge, TN 37831-8009 Oak Ridge, TN 37831-8009 Or Or P.O. Box 30030 P.O. Box 30030 Amarillo, TX 79120 Amarillo, TX 79120

(b) The Project Management Office (PMO) Director is responsible for oversight and management of all capital projects conducted at Y-12. The Construction Contracting Officer (CCO) at Y-12 is primarily responsible for all contractual and administrative matters related to CLIN 0004. The cognizant CCO for the administration of each Sub- CLIN will be identified therein.. The PMO Director, and CCO can be reached at:

Project Management Office Director Construction Contracting Officer U.S. Department of Energy/NNSA U.S. Department of Energy/NNSA UPF Project Office (UPO) UPF Project Office (UPO) CSB Bldg. 9127 CSB Bldg. 9127

MS: 8042 MS: 8042

Oak Ridge, TN 37830 Oak Ridge, TN 37830

(c) The Procuring Contracting Officer (PCO) is responsible for all Contractual actions required to be taken by the Government under the terms of this Contract. The PCO can be reached at:

Procuring Contracting Officer U.S Department of Energy/NNSA M&O Contracting Branch (NA-APM-131) 1000 Independence Avenue, S.W.

Washington, D.C. 20585

(d) The Patent Counsel for items concerning patent, intellectual property, technology transfer, copyright, open source, licenses and technical data issues is identified below.

Correspondence being sent to the DOE/NNSA Patent Counsel should be addressed to:

Section B – H, Page 21

U.S. Department of Energy, NNSA Patent Counsel Office of General Counsel (NA-GC) P.O. Box 5400 Albuquerque, NM, 87185-5400 Phone: (505) 845-5172

(e) The Contractor may use the Organizational Property Management Officer as a point of contact for guidance and assistance involving personal property requirements. The Contracting Officer shall be contacted for any matter that involves a change in any of the express terms and conditions of the Contract. Correspondence being sent to the Organizational Property Management Officer should be addressed to:

U.S. Department of Energy/National Nuclear Security Administration Organizational Property Management Officer (OPMO) Personal Property Albuquerque P.O. Box 5400 Albuquerque, NM, 87185-5400

(f) Technical and Administrative Correspondence: Technical and Administrative

Correspondence concerning performance of this Contract shall be addressed to the responsible NNSA NPO Contracting Officer’s Representative (COR), with an information copy to the Contracting Officer. CORs are listed in Section J, Appendix G.

(g) Marking: To promote timely and effective administration, correspondence submitted under this Contract shall contain a subject line commencing with the Contract Number, as illustrated:

"SUBJECT: CONTRACT NUMBER TBD, (insert subject topic after Contract Number, e.g., "Request for subcontract placement approval").

G-2 CONTRACTING OFFICER AUTHORITY

Notwithstanding any of the other clauses of this Contract, a Contracting Officer is the only individual who has the authority on behalf of the Government, among other things, to take the following actions under the Contract:

(a) Assign additional work within the general scope of the Contract.

(b) Issue a change in accordance with the clause entitled, Changes.

(c) Change the cost or price of the Contract.

(d) Change any of the terms, conditions, specifications, or services required by the Contract.

(e) Accept non-conforming work.

(f) Waive any requirement of the Contract.

Section B – H, Page 22

G-3 CONTRACTING OFFICER’S REPRESENTATIVE

Pursuant to the clause at DEAR 952.242-70 entitled, Technical Direction, the Contracting Officer's Representative’s official delegation of authority will be provided to the Contractor in writing. This delegation will describe the COR's authorities in detail. However, it is emphasized that only the Contracting Officer has the authority to modify the terms of the Contract, therefore, in no event will any understanding, agreement, modification, change order, or other matter deviating from the terms of the basic Contract between the Contractor and any other person be effective or binding on the Government. When/If, in the opinion of the Contractor, an effort outside the existing scope of the Contract is requested, the Contractor shall promptly notify the Contracting Officer in writing, before proceeding with the COR direction. No action shall be taken by the Contractor unless the Contracting Officer has issued a formal, written contractual change.

If an effort under this Contract requires that an Alternate COR is to perform duties in the absence of the responsible COR, all responsibilities and functions assigned to the COR shall be the responsibility of the Alternate COR acting on behalf of the COR.

G-4 CONTRACTOR CONTACT

The Contractor shall identify to the Contracting Officer the point of contact who has the authority and is responsible for managing, administering, and negotiating changes to the terms and conditions of this Contract as well as executing Contract modifications on behalf of the Contractor.

Name: [offeror fill-in] Position: [offeror fill-in] Company: [offeror fill-in] Address: [offeror fill-in] Phone: [offeror fill-in] E-mail: [offeror fill-in]

G-5 PERFORMANCE GUARANTEE(S)

The Contractor is required to be a separate corporate entity organized solely to perform the work under the Contract and which is totally responsible for all Contract activities. The Contractor’s parent organization(s) or all member organizations if the Contractor is a joint venture, limited liability company, or other similar entity, where more than one company is involved in a business relationship created for the purpose of performing under the resultant contract, shall guarantee performance as evidenced by the Performance Guarantee Agreement(s) incorporated in Section J, Appendix I, Performance Guarantee Agreement(s). If the Contractor is a joint venture, limited liability company, or other similar entity where more than one organization is involved, the parent or all member organizations shall assume joint and severable liability for the performance of the Contractor. In the event any of the signatories to the Performance Guarantee Agreement(s) enters into proceedings related to bankruptcy, whether voluntary or involuntary, the Contractor

Section B – H, Page 23 agrees to furnish written notification of the bankruptcy to the Contracting Officer.

G-6 RECOGNITION OF PERFORMING ENTITY

(a) The Contractor and the Government recognize that the parties named below form the performing entity on which the award of this Contract was based.

The performing entity is TBD. This entity is comprised of: TBD.

(b) Accordingly, the Contractor and the Government agree that the Contractor shall take no action to replace the components of the entity named in paragraph (a) of this clause without the prior written approval of the Contracting Officer.

G-7 RESPONSIBLE CORPORATE OFFICIAL

Notwithstanding G-5, Performance Guarantee(s), the Government may contact, as necessary, the single responsible corporate official identified below, who is at a level above the Contractor and who is accountable for the performance of the Contractor. Should the responsible corporate official change during the period of the Contract, the Contractor shall promptly notify the Government of the change in the individual to contact.

Name: [offeror fill-in] Position: [offeror fill-in] Company: [offeror fill-in] Address: [offeror fill-in] Phone: [offeror fill-in] E-mail: [offeror fill-in]

G-8 INVOICING FOR TRANSITION PRICE

(a) The Contractor shall submit vouchers for Transition electronically through the Oak Ridge

Payment Services Team Vendor Inquiry Payment Electronic Reporting System (VIPERS) for payment for work performed under CLIN 0001, Contract Transition Period. VIPERS allows vendors to check the payment status of any voucher submitted to the DOE. To obtain access to and use VIPERS, please visit the web page at https://vipers.doe.gov/. The Contractor shall contact the Contracting Officer if the Contractor is unable to submit invoices electronically.

(b) The Contractor shall bill 1/4 of the firm fixed price for the transition period monthly. The

Contractor shall invoice for work performed in accordance with Section I clause FAR 52.216-7 and as directed by the Contracting Officer following the procedures at paragraph (a) of this clause. The final invoice shall be submitted within 60 days after the end of transition period.

Section B – H, Page 24

SECTION H: SPECIAL CONTRACT REQUIREMENTS

H-1 CONTINUATION OF PREDECESSOR CONTRACTOR’S OBLIGATIONS AND

TRANSFER OF OBLIGATIONS TO SUCCESSOR CONTRACTOR

(a) Existing contractual agreements and regulatory obligations entered into under Contract No.

DE-NA0001942 will continue during performance of this contract. The Contractor shall assume all existing contractual, commercial, regulatory, and other similar obligations incurred under the predecessor Contract, and shall be fully responsible and accountable under this Contract for the performance of such obligations. Examples of existing obligations include, but are not limited to:

(1) Subcontracts and purchase orders;

(2) Agreements and memoranda of understanding with research organization, universities, and colleges;

(3) Strategic Partnership Project Agreements;

(4) Collection of unpaid accounts receivables;

(5) Real Property Leases, Land Use Permits;

(6) Environmental and other permits and licenses;

(7) Mutual Aid and emergency response agreements;

(8) Ongoing litigation and claims by or against the predecessor contractor;

(9) Collective Bargaining Agreements; and,

(10) Other similar agreements.

(b) Additionally, unless otherwise stated in this Contract, management systems, plans, permits, procedures, and other agreements that exist on the effective date of the Contract will continue until the Contractor addresses the applicable requirements contained in this Contract. For changes that require NNSA approval, the Contractor shall not implement a change until it is formally approved by the Contracting Officer.

(c) The Contractor agrees that all obligations entered into under this Contract shall be transferrable and assignable to the successor contractor as directed by the Contracting Officer. If, at the completion or termination of this Contract, the Contracting Officer does not direct the Contractor to transfer or assign such obligations to the successor contractor, the Contractor…