SOLICITATIONICONTRACTIORDER FOR COMMERCIAL ITEMS A REDUISMTION NUMBER PACE OF

OFFEROR TO COMPLETE BLOCKS 12, 17. Z3. 24. & 30ADN- 14-0378 1 29CONTRACT NO 3. AWERDi 4. ORDER NUMBER 5. SOLCITATION NUMBER B SOLICITATION

NRC-HQ-40-14-C-0015 EFFECTIVE DATE IPSUE DATE

7. FOR SOUCITATIO~N JNAME i)TELEPHONE NUMBER (NI ofd CBS) SOFER DUE DATEACCAL TIME

INFORMATION CALL: VALERIE WHIPPLE 301-287-0952

SISSUEDBY CODE INRCHQ 10 THIS ACCUISI1ON IS 0] UNRESTRICTED OR DSETASIDE F--OR

WOMEN.OWNED SMALL BUSINESSus NRC. - HQ 0I SMALL BUSINESS 0 IWOB)I ELIGIBLEP UNDER THE WOMEG-.OINED

ACQUISITION MANAGEMENT DIVISION C3 HUBZONE SMALL EMALL BUSINESS PROGRAM NAICS 561621MAIL STOP 3WFN-05-C64MP BUSINESS 0 EDWOSE

QSERVICE-DISABLED C: 8IA)WASHINGTON DC 20555-0001 V"TERAN-OWILED SIZESTANDARO $12.5SMALL BUSINESS

ii DELIVERY FOR FOB DESTINA. 12. DISCOUNT TERMS 13b RATINGTION UNLESS BLOCK IS I "t 7HIS CONTRACT I&AMARKED RATED ORDER UNDER

Q SEE SCHEDULE OPAS (15 CF'H TOD 14 METHOD OF SOLICITATIONC SEEO DIIES 0[ RIP

15.DEULIVERTO CODE NRCHQ COB DDUINITEREOBE CODE jNRCHQ

US NUCLEAR REGULATORY COMMISSION- US NRC - HQMAIL PROCESSI'NG CENTER ACQUISITION MANAGEMENT DIVISION4930 BOILING BROOK PARKWAY MAIL STOP 3WFH-05-C64MPROCKVILLE MD 20852 WASHINGTON DC 20555-0001

1To. CONTRACTOR CODE 167072813 FACILITY 11. PAYMENT WILL BE MADEay CODE'OFPEROR , CODE j

ALARM SECURITY GROUP LLC, US NUCLE.AR REGULATORY COMMISSION12301 KILN COURT STE A ONE WHITE FLINT NORTHBELTSVILLE MD 20705-6308 .11555 ROCKVILLE PIKE

MAILSTOP 03-E17A

ROCKVILLE MD 20852-2738

TELEPHONE NO

D17b. CHECK IF REMITTANCE It DIFFERENT AND PUT SUCH ADDRESS IN OFFER 111 SUBMIT -NVOiCES TO ADDRESS, SHOWN IN B3LOCK 1tl UNLEUS BLOCK BELOWIS CHECKED DSEE •)OENDUM

19. 212 21 221 23 2A* ITEM NO SCHEDULE OF SUPPLIEBISERVICE. DUANTITY UNIT UNIT PRICE AMOUNT.

Period of Performance: 09/30/2014 to 09/30/2016

00001 FIRM FIXED PRICE CLIN 001, CLIN 002, CLIN 003, 41,719.89CLIN 004, and CLIN 005a-c. See Attachment 2Price Schedule.Obligated Amount: $41,719.89

00002 Time & Materials CLINS: CLIN 006, CLIN 007 and 169, 675.00CLIN 008. See Attachment 2 Price Schedule.Continued ...

(Use Rever•e end/or Attach Ad0fional Sheets as Necessary)

25. ACCOLINTING AND APPROPRIATION DATA . TOTAL AWARD AMOUNT (For Govt. USe Only)

2014-X0200-FEEBASED-40-40D004-51-F-170-1123-254A $211,394.89D 27a SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52212-5 ARE ATACHED ADDENDA [DARE DARE NOT ATTACHED

IM 27b CONTRACTIPURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4, FAR 52 212-5 IS ATTACHED ADDENDA )•ARE E] ARE NOT ATTACHED

028. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 29. AWARD OF CONTRACT. REF OFFERCOPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER DATED . YOUR OFFER ON SOLICITATION (BLOCK 5).

ALL ITEMS SET FORTH OR OTHERAMSE IDENTIFIED ABOVE AND ON ANY ADDITIONAL INCLUDING ANY ADDITIONS OR CHANGES WIHICH ARE SET FORTH

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED, HER IN, IS ACCEPTED AS TO ITIMS:. OF OF ORCONT 31a. UNI ED STA SOF'AMERICA S) NATURE IPCONTRACTI&OFFICER)

30by AME AND TTTLE SIG R (T, #rnIo 30LDAýT5GNEU 310 4 0 P,-'NPACTI G J~EýR(TypBrrp I) 131C D SIGN90

. V VALERIE -M. WHIPPLE..AUTHORIZEDF F LAL RODION STANDARD FORM 144B (RE. 2120121PREV7OUS EDITION IS NOT USABLE PmSaceldE by GSA - FAR (48 CFRI 83.212

SUNSI REVIEW COMPLETEAT NOV 1 9 2014 ran I i9 i

.4

2 of 29

19. 20. 21. T f 22. 23. 24.ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNUNI T PRICE AMOUNT

Obligated Amount: $169,675.00

The obligated amount of award: $211,394.89. The

total for this award is shown in box 26.

32a. QUANTITY IN COLUMN 21 HAS BEEN

[] RECEIVED []INSPECTED D ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED 36. PAYMENT 37. CHECK NUMBER

CORRECT FOR

D COMPLETE -] PARTIAL r] FINALD] PARTIAL E] FINAL

38. SIR ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECTAND PROPER FOR PAYMENT 42a. RECEIVED BY (Pnnt)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV. 212012) BACK

NRCB010 BRIEF PROJECT TITLE AND WORK DESCRIPTION

(a) The title of this project is: Upgrade of NRC Base Building and Secure Room IDS withBOSCH Equipment

(b) Summary work description: Services include the purchase and installation of theequipment in the locations identified in the Statement of Work (Attachment 1) and connectexisting devices to new control panel. The vendor will coordinate with Federal Protective Service -MegaCenter (Philadelphia, Suitland, Battle Creek and Denver) as appropriate for programmingand testing. Vendor will coordinate network connectivity, I.P. addresses etc. with NRC securityPOC. Installation company must have Bosch certified technicians. Installation vendor must beCRZH certified in order to provide required U.L. 2050 certifications. Equipment will be installed inaccordance with U.L. 2050 for specified locations and certificates issued to the NRC DFS/FSBCOR. All equipment will be installed according to manufactures specifications and industry bestpractices for the installation of intrusion detection systems.

(End of Clause)

CONTRACT TYPE

This contract is a hybrid of Firm-Fixed-Price and time-and-materials.

NRCB082 CONSIDERATION AND OBLIGATION

(a) The ceiling price to the Government for full performance under this contract is$211,394.89.

(b) The total amount of the Firm-Fixed-Price portion of this contract is l andthis amount is fully-funded.

(c) The contract includes: (1) direct labor hours at specified fixed hourly rates, inclusiveof wages, fringe, overhead, general and administrative expenses, and profit, totaling

; and (2) ceiling cost for contractor travel costs totaling

(c) The amount presently obligated by the Government with respect to this contract is$211,394.89.

(End of Clause)

NRCE010 INSPECTION AND ACCEPTANCE BY THE NRC (SEP 2013)

Inspection and acceptance of the deliverable items to be furnished hereunder shall bemade by the NRC Contracting Officer's Representative (COR) at the destination,accordance with FAR 52.247-34 - F.o.b. Destination.

(End of Clause)

3

NRCF030 PERIOD OF PERFORMANCE

This contract shall commence on September 30, 2014 and will expire on September 29,2016. Installation of equipment at the U.S. Nuclear Regulatory Headquarters,Warehouse, Regions, and Technical Training Center shall be completed no laterthan March 31, 2015.

(End of Clause)

NRCG030 ELECTRONIC PAYMENT (SEP 2014)

The Debt Collection Improvement Act of 1996 requires that all payments except IRS taxrefunds be made by Electronic Funds Transfer. Payment shall be made in accordancewith FAR 52.232-33, entitled "Payment by Electronic Funds-Central ContractorRegistration".

To receive payment, the contractor shall prepare invoices in accordance with NRC'sBilling instructions. Claims shall be submitted on the payee's letterhead, invoice, or onthe Government's Standard Form 1034, "Public Voucher for Purchases and ServicesOther than Personal," and Standard Form 1035, "Public Voucher for Purchases Otherthan Personal - Continuation Sheet." The preferred method of submitting invoices iselectronically to: NRCPayments@nrc.gov.

(End of Clause)

2052-J ITRACTING OFFICER REPRESENTATIVE AUTHORITY. (OCT 1999)

(a) The contracting officer's representative is:

Name: De BradAddress: U4N1g r Regulatory Commission

MS: TWFN 3B25Telephone Number: 301-415-7056

(b) Performance of the work under this contract is subject to the technical direction of theNRC COR. The term technical direction is defined to include the following:

(1) Technical direction to the contractor which shifts work emphasis between areas ofwork or tasks, authorizes travel which was unanticipated in the Schedule (i.e., travel notcontemplated in the Statement of Work or changes to specific travel identified in theStatement of Work), fills in details, or otherwise serves to accomplish the contractualstatement 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, approve technical reports, drawings,specifications, and technical information to be delivered by the contractor to theGovernment under the contract.

4

(c) Technical direction must be within the general statement of work stated in thecontract. The COR does not have the authority to and may not issue any technicaldirection 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, thefixed 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, orissues any unilateral directive whatever.

(d) All technical directions must be issued in writing by the COR or must be confirmed bythe COR in writing within ten (10) working days after verbal issuance. A copy of thewritten 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 fromthe NRC must be furnished to the contracting officer.

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

(f) If, in the opinion of the contractor, any instruction or direction issued by the COR iswithin one of the categories defined in paragraph (c) of this section, the contractor maynot proceed but shall notify the contracting officer in writing within five (5) working daysafter the receipt of any instruction or direction and shall request that contracting officer tomodify the contract accordingly. Upon receiving the notification from the contractor, thecontracting officer shall issue an appropriate contract modification o& advise thecontractor in writing that, in the contracting officer's opinion, the technical direction iswithin 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 anunnecessary delay in the contractor's performance and may even result in the contractorexpending funds for unallowable costs under the contract.

(h) A failure of the parties to agree upon the nature of the instruction or direction or uponthe contract action to be taken with respect to the instruction or direction is subject to52.233-1 - 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 ofperformance, and recommend to the contracting officer changes in requirements.

5

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

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

(End of Clause)

2052.215-78 TRAVEL APPROVALS AND REIMBURSEMENT (OCT 1999) -ALTERNATE I (OCT 1999)

(a) Total.expenditure for travel may not exceed $10,750 without the prior approval of thecontracting officer.

(b) All foreign travel must be approved in advance by the NRC on NRC Form 445,Request for Approval of Official Foreign Travel, and must be in compliance with FAR52.247-63 Preference for U.S. Flag Air Carriers. The contractor shall submit NRC Form445 to the NRC no later than 30 days prior to the commencement of travel.

(c) The contractor will be reimbursed only for travel costs incurred that are directlyrelated to this contract and are allowable subject to the limitations prescribed in FAR31.205-46.

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

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

NRCH490 AWARD NOTIFICATION AND COMMITMENT OF PUBLIC FUNDS

(a) All offerors will receive preaward and postaward notices in accordance with FAR15.503.

(b) It is also brought to your attention that the contracting officer is the only individualwho can legally obligate funds or commit the NRC to the expenditure of public funds inconnection with this procurement. This means that unless provided in a contractdocument or specifically authorized by the contracting officer, NRC technical personnelmay not issue contract modifications, give formal contractual commitments, or otherwisebind, commit, or obligate the NRC contractually. Informal unauthorized commitments,which do not obligate the NRC and do not entitle the contractor to payment, may include:

6

(1) Encouraging a potential contractor to incur costs prior to receiving a contract;

(2) Requesting or requiring a contractor to make changes under a contract withoutformal contract modifications;

(3) Encouraging a contractor to incur costs under a cost-reimbursable contract in excessof those costs contractually allowable; and

(4) Committing the Government to a course of action with regard to a potential contract,

contract change, claim, or dispute.

(End of Clause)

NRCH480 USE OF AUTOMATED CLEARING HOUSE (ACH) ELECTRONICPAYMENT/REMITTANCE ADDRESS

The Debt Collection Improvement Act of 1996 requires that all Federal payments exceptIRS tax refunds be made by Electronic Funds Transfer. It is the policy of the NuclearRegulatory Commission to pay government vendors by the Automated Clearing House(ACH) electronic funds transfer payment system. Item 15C of the Standard Form 33may be disregarded.

(End of Clause)

NRCH470 GREEN PURCHASING (SEP 2013)

(a) In furtherance of the sustainable acquisition goals included in Executive Order13514, "Federal Leadership in Environmental, Energy, and Economic Performance,"products and services acquired under this contract/order shall be energy-efficient(Energy Star or Federal Energy Management Program (FEMP) designated),water-efficient, biobased, environmentally preferable (e.g., Electronic ProductEnvironmental Assessment Tool (EPEAT) certified), non-ozone depleting, recycledcontent, and non-toxic or less toxic alternatives, to the maximum extent practicable inmeeting NRC contractual requirements.

(b) See NRC's Green Purchasing Plan (GPP) at:http://pbadupws.nrc.gov/docs/ML1219//ML12191Al30.pdf and the General ServiceAdministration's (GSA) Green Procurement Compilation at:http://www.gsa.gov/portal/content/1 98257.

(c) The contractor shall flow down this clause into all subcontracts and other agreements

that relate to performance of this contract/order.

(End of Clause)

NRCH410 WHISTLEBLOWER PROTECTION FOR NRC CONTRACTOR ANDSUBCONTRACTOR EMPLOYEES

(a) The U.S. Nuclear Regulatory Commission (NRC) contractor and its subcontractor aresubject to the Whistleblower Employee Protection public law provisions as codified at 42U.S.C. 5851. NRC contractor(s) and subcontractor(s) shall comply with the

7

requirements of this Whistleblower Employee Protection law, and the implementingregulations of the NRC and the Department of Labor (DOL). See, for example, DOLProcedures on Handling Complaints at 29 C.F.R. Part 24 concerning the employerobligations, prohibited acts, DOL procedures and the requirement for prominent postingof notice of Employee Rights at Appendix A to Part 24 entitled: "Your Rights Under theEnergy Reorganization Act".

(b) Under this Whistleblower Employee Protection law, as implemented by regulations,NRC contractor and subcontractor employees are protected from discharge, reprisal,threats, intimidation, coercion, blacklisting or other employment discrimination practiceswith respect to compensation, terms, conditions or privileges of their employmentbecause the contractor or subcontractor employee(s) has provided notice to theemployer, refused to engage in unlawful practices, assisted in proceedings or testifiedon activities concerning alleged violations of the Atomic Energy Act of 1954 (asamended) and the Energy Reorganization Act of 1974 (as amended).

(c) The contractor shall insert this or the substance of this clause in any subcontracts

involving work performed under this contract.

(End of Clause)

NRCH340 COMPLIANCE WITH U.S. IMMIGRATION LAWS AND REGULATIONS

NRC contractors are responsible to ensure that their alien personnel are not in violationof United States immigration laws and regulations, including employment authorizationdocuments and visa requirements. Each alien employee of the Contractor must belawfully admitted for permanent residence as evidenced by Permanent Resident Form1-551 (Green Card), or must present other evidence from the U.S. Department ofHomeland Security/U.S. Citizenship and Immigration Services that employment will notaffect his/her immigration status. The U.S. Citizenship and Immigration Servicesprovides information to contractors to help them understand the employment eligibilityverification process for non-US citizens. This information can be found on their website,http://www.uscis.gov/portal/site/uscis.

The NRC reserves the right to deny or withdraw Contractor use or access to NRCfacilities or its equipment/services, and/or take any number of contract administrativeactions (e.g., disallow costs, terminate for cause) should the Contractor violate theContractor's responsibility under this clause.

(End of Clause)

NRCH310 ANNUAL AND FINAL CONTRACTOR PERFORMANCE EVALUATIONS

Annual and final evaluations of contractor performance under this contract will beprepared in accordance with, FAR Subpart 42.15, "Contractor Performance Information,"normally at or near the time the contractor is notified of the NRC's intent to exercise thecontract option. Final evaluations of contractor performance will be prepared at theexpiration of the contract during the contract closeout process.

The Contracting Officer will transmit the NRC Contracting Officer's Representative's(COR) annual and final contractor performance evaluations to the contractor's Project

8

Manager, unless otherwise instructed by the contractor. The contractor will be permittedthirty days to review the document and submit comments, rebutting statements, oradditional information.

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

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

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

(End of Clause)

A.13 REGISTRATION IN FEDCONNECT® (JULY 2014)

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

9

Contract Terms and Conditions -- Commercial Items (May 2014)

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive paymentdue as a result of performance of this contract to a bank, trust company, or otherfinancing institution, including any Federal lending agency in accordance with theAssignment 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 notassign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71,Contract Disputes. Failureof the parties to this contract to reach agreement on any request for equitableadjustment, claim, appeal or action arising under or relating to this contract shall be adispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, whichis incorporated herein by reference. The Contractor shall proceed diligently withperformance of this contract, pending final resolution of any dispute arising under thecontract.

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance iscaused by an occurrence beyond the reasonable control of the Contractor and withoutits fault or negligence such as, acts of God or the public enemy, acts of the Governmentin either its sovereign or contractual capacity, fires, floods, epidemics, quarantinerestrictions, strikes, unusually severe weather, and delays of common carriers. TheContractor shall notify the Contracting Officer in writing as soon as it is reasonablypossible after the commencement of any excusable delay, setting forth the fullparticulars in connection therewith, shall remedy such occurrence with all reasonabledispatch, and shall promptly give written notice to the Contracting Officer of thecessation of such occurrence.

(g) Invoice.

10

(1) The Contractor shall submit an original invoice and three copies (or electronicinvoice, if authorized) to the address designated in the contract to receiveinvoices. 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, theorder number;

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

(v) Shipping number and date of shipment, including the bill of ladingnumber 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 ofdefective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include itsTIN 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 theinvoice 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 shallhave submitted correct EFT banking information in accordancewith the applicable solicitation provision, contract clause (e.g.,52.232-33, Payment by Electronic Funds Transfer- System forAward Management, or 52.232-34, Payment by Electronic FundsTransfer-Other Than System for Award Management), orapplicable agency procedures.

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

(2) Invoices will be handled in accordance with the Prompt Payment Act (31U.S.C. 3903) and Office of Management and Budget (OMB) prompt paymentregulations 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 orcontributory infringement of, or inducement to infringe, any United States or foreignpatent, trademark or copyright, arising out of the performance of this contract, providedthe Contractor is reasonably notified of such claims and proceedings.

11

(i) Payment.

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

(2) Prompt Payment. The Government will make payment in accordance with thePrompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFRPart 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, timeshall be computed from the date of the invoice. For the purpose of computing thediscount earned, payment shall be considered to have been made on the datewhich appears on the payment check or the specified payment date if anelectronic funds transfer payment is made.

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

(i) Remit the overpayment amount to the payment office cited in thecontract 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 theContracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Governmentunder this contract shall bear simple interest from the date due until paidunless paid within 30 days of becoming due. The interest rate shall be theinterest rate established by the Secretary of the Treasury as provided in41 U.S.C. 7109, which is applicable to the period in which the amountbecomes due, as provided in (i)(6)(v) of this clause, and then at the rateapplicable for each six-month period at fixed by the Secretary until theamount is paid.

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

12

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

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

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

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

(iv) If a demand for payment was previously issued for the debt, thedemand for payment included in the final decision shall identify the samedue 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 anydemand for payment resulting from a default termination.

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

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

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

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

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

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss ordamage to the supplies provided under this contract shall remain with the Contractoruntil, 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 thecontract, if transportation is f.o.b. destination.

13

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

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

(m) Termination for cause. The Government may terminate this contract, or any parthereof, for cause in the event of any default by the Contractor, or if the Contractor fails tocomply with any contract terms and conditions, or fails to provide the Government, uponrequest, with adequate assurances of future performance. In the event of termination forcause, the Government shall not be liable to the Contractor for any amount for suppliesor services not accepted, and the Contractor shall be liable to the Government for anyand all rights and remedies provided by law. If it is determined that the Governmentimproperly terminated this contract for default, such termination shall be deemed atermination for convenience.

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

(o) Warranty. The Contractor warrants and implies that the items delivered hereunderare 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, theContractor will not be liable to the Government for consequential damages resulting fromany defect or deficiencies in accepted items.

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

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

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be

resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

14

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances,Compliance with Laws Unique to Government Contracts, and UnauthorizedObligations paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements forcomputer 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) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor isresponsible during performance and through final payment of any contract for theaccuracy and completeness of the data within the SAM database, and for anyliability resulting from the Government's reliance on inaccurate or incompletedata. To remain registered in the SAM database after the initial registration, theContractor is required to review and update on an annual basis from the date ofinitial registration or subsequent updates its information in the SAM database toensure it is current, accurate and complete. Updating information in the SAMdoes not alter the terms and conditions of this contract and is not a substitute fora properly executed contractual document.

(2)

(i) If a Contractor has legally changed its business name, "doing businessas" name, or division name (whichever is shown on the contract), or hastransferred the assets used in performing the contract, but has notcompleted the necessary requirements regarding novation andchange-of-name agreements in Subpart 42.12, the Contractor shallprovide the responsible Contracting Officer a minimum of one businessday's written notification of its intention to:

(A) Change the name in the SAM database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified bythe responsible Contracting Officer. The Contractor must providewith the notification sufficient documentation to support the legallychanged 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

15

novation or change-of-name agreement, the SAM information that showsthe Contractor to be other than the Contractor indicated in the contractwill 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 ormanual payments, as appropriate, in the SAM record to reflect an assignee forthe purpose of assignment of claims (see FAR Subpart 32.8, Assignment ofClaims). Assignees shall be separately registered in the SAM database.Information provided to the Contractor's SAM record that indicates payments,including those made by EFT, to an ultimate recipient other than that Contractorwill 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 annualconfirmation requirements via SAM accessed throughhttps://www.acquisition.gov.

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply orservice acquired under this contract is subject to any End Use LicenseAgreement (EULA), Terms of Service (TOS), or similar legal instrument oragreement, that includes any clause requiring the Government to indemnify theContractor or any person or entity for damages, costs, fees, or any other loss orliability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), thefollowing shall govern:

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

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

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

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

(End of Clause)

Alternate / (May 2014) When a time-and-materials or labor-hour contract iscontemplated, substitute the following paragraphs (a), (e), (i), (I), and (m) for those in thebasic clause.

(a) Inspection/Acceptance.

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(1) The Government has the right to inspect and test all materials furnished andservices performed under this contract, to the extent practicable at all places andtimes, including the period of performance, and in any event before acceptance.The Government may also inspect the plant or plants of the Contractor or anysubcontractor engaged in contract performance. The Government will performinspections and tests in a manner that will not unduly delay the work.

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

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

(4) At any time during contract performance, but not later than 6 months (or suchother time as may be specified in the contract) after acceptance of the servicesor materials last delivered under this contract, the Government may require theContractor to replace or correct services or materials that at time of deliveryfailed to meet contract requirements. Except as otherwise specified in paragraph(a)(6) of this clause, the cost of replacement or correction shall be determinedunder paragraph (i) of this clause, but the "hourly rate" for labor hours incurred inthe replacement or correction shall be reduced to exclude that portion of the rateattributable to profit. Unless otherwise specified below, the portion of the "hourlyrate" attributable to profit shall be 10 percent. The Contractor shall not tender foracceptance materials and services required to be replaced or corrected withoutdisclosing the former requirement for replacement or correction, and, whenrequired, shall disclose the corrective action taken. [Insert portion of labor rateattributable to profit.]

(5)

(i) If the Contractor fails to proceed with reasonable promptness toperform required replacement or correction, and if the replacement orcorrection can be performed within the ceiling price (or the ceiling price asincreased by the Government), the Government may-

(A) By contract or otherwise, perform the replacement orcorrection, charge to the Contractor any increased cost, or deductsuch increased cost from any amounts paid or due under thiscontract; or

(B) Terminate this contract for cause.

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

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may atany time require the Contractor to remedy by correction or replacement, withoutcost to the Government, any failure by the Contractor to comply with therequirements of this contract, if the failure is due to--

17

(i) Fraud, lack of good faith, or willful misconduct on the part of theContractor's managerial personnel; or

(ii) The conduct of one or more of the Contractor's employees selected orretained by the Contractor after any of the Contractor's managerialpersonnel has reasonable grounds to believe that the employee ishabitually careless or unqualified.

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

(8) The Contractor has no obligation or liability under this contract to correct orreplace materials and services that at time of delivery do not meet contractrequirements, except as provided in this clause or as may be otherwise specifiedin the contract.

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

(e) Definitions.

(1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.As used in this clause-

(i) Direct materials means those materials that enter directly into the endproduct, or that are used or consumed directly in connection with thefurnishing of the end product or service.

(ii) Hourly rate means the rate(s) prescribed in the contract for paymentfor labor that meets the labor category qualifications of a labor categoryspecified in the contract that are-

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

(C) Transferred between divisions, subsidiaries, or affiliates of thecontractor under a common control.

(iii) Materials means-

(A) Direct materials, including supplies transferred betweendivisions, subsidiaries, or affiliates of the contractor under acommon control;

(B) Subcontracts for supplies and incidental services for whichthere is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there isnot a labor category specified in the contract, travel, computerusage charges, etc.);

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(D) The following subcontracts for services which are specificallyexcluded from the hourly rate: [Insert any subcontracts forservices to be excluded from the hourly rates prescribed in theschedule.]; and

(E) Indirect costs specifically provided for in this clause.

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

(i) Payments.

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

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriatehourly rates prescribed in the .contract by the number of directlabor hours performed. Fractional parts of an hour shall bepayable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contractthat meets the labor qualifications specified in the contract. Laborhours -incurred to perform tasks for which labor qualifications werespecified in the contract will not be paid to the extent the work isperformed by individuals that do not meet the qualificationsspecified in the contract, unless specifically authorized by theContracting Officer.

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

(D) When requested by the Contracting Officer or the authorizedrepresentative, the Contractor shall substantiate invoices(including any subcontractor hours reimbursed at the hourly rate inthe schedule) by evidence of actual payment, individual daily jobtimecards, records that verify the employees meet thequalifications for the labor categories specified in the contract, orother substantiation specified in the contract.

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

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

19

(2) Failure to agree upon these overtime rates shall betreated as a dispute under the Disputes clause of thiscontract.

(3) If the Schedule provided rates for overtime, thepremium portion of those rates will be reimbursable only tothe extent the overtime is approved by the ContractingOfficer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of acommercial item at FAR 2.101, the price to be paid for such materialsshall not exceed the Contractor's established catalog or market price,adjusted to reflect the--

(1) Quantities being acquired; and

(2) Any modifications necessary because of contractrequirements.

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

(1) Has made payments for materials in accordance with theterms and conditions of the agreement or invoice; or

(2) Makes these payments within 30 days of the submission of theContractor's payment request to the Government and suchpayment is in accordance with the terms and conditions of theagreement or invoice.

(C) To the extent able, the Contractor shall-

(1) Obtain materials at the most advantageous prices availablewith due regard to securing prompt delivery of satisfactorymaterials; and

(2) Give credit to the Government for cash and trade discounts,rebates, scrap, commissions, and other amounts that areidentifiable to the contract.

(D) Other Costs. Unless listed below, other direct and indirect costs willnot be reimbursed.

(1) Other direct Costs. The Government will reimburse theContractor on the basis of actual cost for the following, providedsuch costs comply with the requirements in paragraph (i)(1)(ii)(B)of this clause: [Insert each element of other direct costs (e.g.,travel, computer usage charges, etc. Insert "None" if noreimbursement for other direct costs will be provided. If this is an

20

indefinite delivery contract, the Contracting Officer may insert"Each order must list separately the elements of other directcharge(s) for that order or, if no reimbursement for other directcosts will be provided, insert 'None'."]

(2) Indirect Costs (Material handling, Subcontract Administration,etc.). The Government will reimburse the Contractor for indirectcosts on a pro-rata basis over the period of contract performanceat the following fixed price: [Insert a fixed amount for the indirectcosts and payment schedule. Insert "$0" if no fixed pricereimbursement for indirect costs will be provided. (If this is anindefinite delivery contract, the Contracting Officer may insert"Each order must list separately the fixed amount for the indirectcosts and payment schedule or, if no reimbursement for indirectcosts, insert 'None'."]

(2) Total cost. It is estimated that the total cost to the Government for theperformance of this contract shall not exceed the ceiling price set forth in theSchedule and the Contractor agrees to use its best efforts to perform the workspecified in the Schedule and all obligations under this contract within suchceiling price. If at any time the Contractor has reason to believe that the hourlyrate payments and material costs that will accrue in performing this contract inthe next succeeding 30 days, if added to all other payments and costs previouslyaccrued, will exceed 85 percent of the ceiling price in the Schedule, theContractor shall notify the Contracting Officer giving a revised estimate of thetotal price to the Government for performing this contract with supporting reasonsand documentation. If at any time during the performance of this contract, theContractor has reason to believe that the total price to the Government forperforming this contract will be substantially greater or less than the then statedceiling price, the Contractor shall so notify the Contracting Officer, giving arevised estimate of the total price for performing this contract, with supportingreasons and documentation. If at any time during performance of this contract,the Government has reason to believe that the work to be required in performingthis contract will be substantially greater or less than the stated ceiling price, theContracting Officer will so advise the Contractor, giving the then revised estimateof the total amount of effort to be required under the contract.

(3) Ceiling price. The Government will not be obligated to pay the Contractor anyamount in excess of the ceiling price in the Schedule, and the Contractor shallnot be obligated to continue performance if to do so would exceed the ceilingprice set forth in the Schedule, unless and until the Contracting Officer notifiesthe contractor in writing that the ceiling price has been increased and specifies inthe notice a revised ceiling that shall constitute the ceiling price for performanceunder this contract. When and to the extent that the ceiling price set forth in theSchedule has been increased, any hours expended and material costs incurredby the Contractor in excess of the ceiling price before the increase shall beallowable to the same extent as if the hours expended and material costs hadbeen incurred after the increase in the ceiling price.

(4) Access to records. At any time before final payment under this contract, theContracting Officer (or authorized representative) will have access to the

21

following (access shall be limited to the listing below unless otherwise agreed toby the Contractor and the Contracting Officer):

(i) Records that verify that the employees whose time has been includedin any invoice met the qualifications for the labor categories specified inthe contract.

(ii) For labor hours (including any subcontractor hours reimbursed at thehourly rate in the schedule), when timecards are required assubstantiation for payment-

(A) The original timecards (paper-based or electronic);

(B) The Contractor's timekeeping procedures;

(C) Contractor records that show the distribution of labor betweenjobs or contracts; and

(D) Employees whose time has been included in any invoice forthe purpose of verifying that these employees have worked thehours shown on the invoices.

(iii) For material and subcontract costs that are reimbursed on the basis ofactual cost-

(A) Any invoices or subcontract agreements substantiatingmaterial costs; and

(B) Any documents supporting payment of those invoices.

(5) Overpayments/Underpayments. Each payment previously made shall besubject to reduction to the extent of amounts, on preceding invoices, that arefound by the Contracting Officer not to have been properly payable and shall alsobe subject to reduction for overpayments or to increase for underpayments. TheContractor shall promptly pay any such reduction within 30 days unless theparties agree otherwise. The Government within 30 days will pay any suchincreases, unless the parties agree otherwise. The Contractor's payment will bemade by check. If the Contractor becomes aware of a duplicate invoice paymentor that the Government has otherwise overpaid on an invoice payment, theContractor shall-

(i) Remit the overpayment amount to the payment office cited in thecontract 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, ifapplicable;

(C) Affected contract line item or subline item, if applicable; and

(D) Contractor point of contact.

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

(6)

(i) All amounts that become payable by the Contractor to the Governmentunder this contract shall bear simple interest from the date due until paidunless paid within 30 days of becoming due. The interest rate shall be theinterest rate established by the Secretary of the Treasury, as provided in41 U.S.C. 7109, which is applicable to the period in which the amountbecomes due, and then at the rate applicable for each six month periodas established by the Secretary until the amount is paid.

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

(iii) Final Decisions. The Contracting Officer will issue a final decision asrequired by 33.211 if-

(A) The Contracting Officer and the Contractor are unable to reachagreement on the existence or amount of a debt in a timelymanner;

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

(C) The Contractor requests a deferment of collection on a debtpreviously demanded by the Contracting Officer (see FAR32.60702).

(iv) If a demand for payment was previously issued for the debt, thedemand for payment included in the final decision shall identify the samedue 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 anydemand for payment resulting from a default termination.

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

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

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

23

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

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

(viii) Upon receipt and approval of the invoice designated by theContractor as the 'completion invoice" and supporting documentation,and upon compliance by the Contractor with all terms of this contract, anyoutstanding balances will be paid within 30 days unless the parties agreeotherwise. The completion invoice, and supporting documentation, shallbe submitted by the Contractor as promptly as practicable followingcompletion of the work under this contract, but in no event later than 1year (or such longer period as the Contracting Officer may approve inwriting) from the date of completion.

(7) Release of claims. The Contractor, and each assignee under an assignmententered into under this contract and in effect at the time of final payment underthis contract, shall execute and deliver, at the time of and as a conditionprecedent to final payment under this contract, a release discharging theGovernment, its officers, agents, and employees of and from all liabilities,obligations, and claims arising out of or under this contract, subject only to thefollowing exceptions.

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

(ii) Claims, together with reasonable incidental expenses, based upon theliabilities of the Contractor to third parties arising out of performing thiscontract, that are not known to the Contractor on the date of the executionof the release, and of which the Contractor gives notice in writing to theContracting Officer not more than 6 years after the date of the release orthe date of any notice to the Contractor that the Government is preparedto make final payment, whichever is earlier.

(iii) Claims for reimbursement of costs (other than expenses of theContractor by reason of its indemnification of the Government againstpatent liability), including reasonable incidental expenses, incurred by theContractor under the terms of this contract relating to patents.

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

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

(10) Discount. In connection with any discount offered for early payment, timeshall be computed from the date of the invoice. For the purpose of computing thediscount earned, payment shall be considered to have been made on the date

24

that appears on the payment check or the specified payment date if an electronicfunds transfer payment is made.

(I) Termination for the Government's convenience. The Government reserves the right toterminate this contract, or any part hereof, for its sole convenience. In the event of suchtermination, the Contractor shall immediately stop all work hereunder and shallimmediately cause any and all of its suppliers and subcontractors to cease work. Subjectto the terms of this contract, the Contractor shall be paid an amount for direct laborhours (as defined in the Schedule of the contract) determined by multiplying the numberof direct labor hours expended before the effective date of termination by the hourlyrate(s) in the contract, less any hourly rate payments already made to the Contractorplus reasonable charges the Contractor can demonstrate to the satisfaction of theGovernment using its standard record keeping system that have resulted from thetermination. The Contractor shall not be required to comply with the cost accountingstandards or contract cost principles for this purpose. This paragraph does not give theGovernment any right to audit the Contractor's records. The Contractor shall not be paidfor any work performed or costs incurred that reasonably could have been avoided.

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

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENTSTATUTES OR EXECUTIVE ORDERS - COMMERCIAL ITEMS. (JUL 2014)

(a) The Contractor shall comply with the following Federal Acquisition Regulation(FAR) clauses, which are incorporated in this contract by reference, to implementprovisions of law or Executive orders applicable to acquisitions of commercialitems:

(1) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C.7104(g)).

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004)(Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) thatthe Contracting Officer has indicated as being incorporated in this contract by

25

reference to implement provisions of law or Executive orders applicable toacquisitions of commercial items: (Contracting Officer check as appropriate.)

[X] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government(SEP 2006), with Alternate I (OCT 1995) (41 U.S.C. 4704 and 10 U.S.C.2402).

U (2) 52.203-13, Contractor Code of Business Ethics and Conduct (APR2010) (41 U.S.C. 3509).

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

[X] (4) 52.204-10, Reporting Executive Compensation and First-TierSubcontract Awards (JUL 2013) (Pub. L. 109-282) (31 U.S.C. 6101 note).

(5) (Reserved)

[1(6) 52.204-14, Service Contract Reporting Requirements (JAN 2014)(Pub. L. 111-117, section 743 of Div. C).

U (7) 52.204-15, Service Contract Reporting Requirements forIndefinite-Delivery Contracts (JAN 2014) (Pub. L. 111-117, section 743 ofDiv. C).

[X] (8) 52.209-6, Protecting the Government's Interest WhenSubcontracting with Contractors Debarred, Suspended, or Proposed forDebarment. (AUG 2013) (31 U.S.C. 6101 note).

U (9) 52.209-9, Updates of Publicly Available Information RegardingResponsibility Matters (JUL 2013) (41 U.S.C. 2313).

[X] (10) 52.209-10, Prohibition on Contracting with Inverted DomesticCorporations (MAY 2012) (section 738 of Division C of Pub. L. 112-74,section 740 of Division C of Pub. L. 111-117, section 743 of Division D ofPub. L. 111-8, and section 745 of Division D of Pub. L. 110-161).

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

U (12) 52.219-4, Notice of Price Evaluation Preference for HUBZoneSmall Business Concerns (JAN 2011) (if the offeror elects to waive thepreference, it shall so indicate in its offer) (15 U.S.C. 657a).

U (13) (Reserved)

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

26

n (ii) Alternate I (NOV 2011).

[] (iii) Alternate I1 (NOV 2011).

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

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

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

fl (16) 52.219-8, Utilization of Small Business Concerns (MAY 2014) (15U.S.C. 637(d)(2) and (3).

[] (17)(i) 52.219-9, Small Business Subcontracting Plan (JUL 2013) (15U.S.C. 637(d)(4)).

[](ii) Alternate I (OCT 2001) of 52.219-9.

[](iii) Alternate II (OCT 2001) of 52.219-9.

[] (18) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C.644(r)).

[] (19) 52.219-14, Limitations on Subcontracting (NOV 2011) (15 U.S.C.637(a)(14)).

[X] (20) 52.219-16, Liquidated Damages-Subcontracting Plan (JAN 1999)(15 U.S.C. 637(d)(4)(F)(i)).

0 (21)(i) 52.219-23, Notice of Price Evaluation Adjustment for SmallDisadvantaged Business Concerns (OCT 2008) (10 U.S.C. 2323) (if theofferor elects to waive the adjustment, it shall so indicate in its offer.)

[] (ii) Alternate I (JUN 2003) of 52.219-23.

[ (22) 52.219-25, Small Disadvantaged Business ParticipationProgram-Disadvantaged Status and Reporting (JUL 2013) (Pub. L.103-355, section 7102, and 10 U.S.C. 2323).

[] (23) 52.219-26, Small Disadvantaged Business ParticipationProgram-Incentive Subcontracting (OCT 2000) (Pub. L. 103-355, section7102, and 10 U.S.C. 2323).

[] (24) 52.219-27, Notice of Service-Disabled Veteran-Owned SmallBusiness Set-Aside (NOV 2011) (15 U.S.C. 657f).

[] (25) 52.219-28, Post Award Small Business Program Rerepresentation(JUL 2013) (15 U.S.C. 632(a)(2)).

] (26) 52.219-29, Notice of Set-Aside for Economically Disadvantaged

27

Women-Owned Small Business (EDWOSB) Concerns (JUL 2013) (15U.S.C. 637(m)).

[] (27) 52.219-30, Notice of Set-Aside for Women-Owned Small Business(WOSB) Concerns Eligible Under the WOSB Program (JUL 2013) (15U.S.C. 637(m)).

[X] (28) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

[X] (29) 52.222-19, Child Labor-Cooperation with Authorities andRemedies (JAN 2014) (E.O. 13126).

[X] (30) 52.222-21, Prohibition of Segregated Facilities (FEB 1999).

[X] (31) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

[X] (32) 52.222-35, Equal Opportunity for Veterans (JUL 2014) (38 U.S.C.4212).

[XI (33) 52.222-36, Equal Opportunity for Workers with Disabilities (JUL2014) (29 U.S.C. 793).

[X] (34) 52.222-37, Employment Reports on Veterans (JUL 2014) (38U.S.C. 4212).

[X] (35) 52.222-40, Notification of Employee Rights Under the NationalLabor Relations Act (DEC 2010) (E.O. 13496).

[x] (36) 52.222-54, Employment Eligibility Verification (AUG 2013).(Executive Order 12989). (Not applicable to the acquisition ofcommercially available off-the-shelf items or certain other types ofcommercial items as prescribed in 22.1803.)

[] (37)(i) 52.223-9, Estimate of Percentage of Recovered Material Contentfor EPA-Designated Items (MAY 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Notapplicable to the acquisition of commercially available off-the-shelf items.)

O (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)).(Not applicable to the acquisition of commercially availableoff-the-shelf items.)

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

(ii) Alternate I (JUN 2014) of 52.223-13.

[] (39)(i) 52.223-14, Acquisition of EPEAT@-Registered Televisions (JUN2014) (E.O.s 13423 and 13514).

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

28

[] (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC2007) (42 U.S.C. 8259b).

[] (41)(i) 52.223-16, Acquisition of EPEAT&-Registered PersonalComputer Products (JUN 2014) (E.O.s 13423 and 13514).

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

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

[](43) 52.225-1, Buy American-Supplies (MAY 2014) (41 U.S.C. chapter83).

U (44)(i) 52.225-3, Buy American-Free Trade Agreements-Israeli TradeAct (MAY 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C.2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182,108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138,112-41, 112-42, and 112-43.

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

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

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

U (45) 52.225-5, Trade Agreements (NOV 2013) (19 U.S.C. 2501, et seq.,19 U.S.C. 3301 note).

[X] (46) 52.225-13, Restrictions on Certain Foreign Purchases (JUN2008) (E.O.'s, proclamations, and statutes administered by the Office ofForeign Assets Control of the Department of the Treasury).

U (47) 52.225-26, Contractors Performing Private Security FunctionsOutside the United States (JUL 2013) (Section 862, as amended, of theNational Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302Note).

U (48) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV2007) (42 U.S.C. 5150).

U (49) 52.226-5, Restrictions on Subcontracting Outside Disaster orEmergency Area (NOV 2007) (42 U.S.C. 5150).

U (50) 52.232-29, Terms for Financing of Purchases of Commercial Items(FEB 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

U (51) 52.232-30, Installment Payments for Commercial Items (OCT

1995) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

[X] (52) 52.232-33, Payment by Electronic Funds Transfer-System for

29

Award Management (JUL 2013) (31 U.S.C. 3332).

[] (53) 52.232-34, Payment by Electronic Funds Transfer - Other thanSystem for Award Management (JUL 2013) (31 U.S.C. 3332).

0J (54) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

[ (55) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C.552a).

[ (56)(i) 52.247-64, Preference for Privately Owned U.S.-FlagCommercial Vessels (FEB 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C.2631).

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

(c) The Contractor shall comply with the FAR clauses in this paragraph (c),applicable to commercial services, that the Contracting Officer has indicated asbeing incorporated in this contract by reference to implement provisions of law orExecutive orders applicable to acquisitions of commercial items: (ContractingOfficer check as appropriate.)

U (1) 52.222-41, Service Contract Labor Standards (MAY 2014) (41U.S.C. chapter 67).

[ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

[ (3) 52.222-43, Fair Labor Standards Act and Service Contract LaborStandards-Price Adjustment (Multiple Year and Option Contracts) (MAY2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

[] (4) 52.222-44, Fair Labor Standards Act and Service Contract LaborStandards-Price Adjustment (MAY 2014) (29 U.S.C 206 and 41 U.S.C.chapter 67).

[] (5) 52.222-51, Exemption from Application of the Service ContractLabor Standards to Contracts for Maintenance, Calibration, or Repair ofCertain Equipment-Requirements (MAY 2014) (41 U.S.C. chapter 67).

[ (6) 52.222-53, Exemption from Application of the Service ContractLabor Standards to Contracts for Certain Services-Requirements (MAY2014) (41 U.S.C. chapter 67).

[] (7) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014) (E.O.13495).

fl (8) 52.226-6, Promoting Excess Food Donation to Nonprofit

Organizations (MAY 2014) (42 U.S.C. 1792).

[] (9) 52.237-11, Accepting and Dispensing of $1 Coin (SEP 2008) (31

30

U.S.C. 511 2 (p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply withthe provisions of this paragraph (d) if this contract was awarded using other thansealed bid, is in excess of the simplified acquisition threshold, and does notcontain the clause at 52.215-2, Audit and Records - Negotiation.

(1) The Comptroller General of the United States, or an authorizedrepresentative of the Comptroller General, shall have access to and rightto examine any of the Contractor's directly pertinent records involvingtransactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonabletimes the records, materials, and other evidence for examination, audit, orreproduction, until 3 years after final payment under this contract or forany shorter period specified in FAR Subpart 4.7, Contractor RecordsRetention, of the other clauses of this contract. If this contract iscompletely or partially terminated, the records relating to the workterminated shall be made available for 3 years after any resulting finaltermination settlement. Records relating to appeals under the disputesclause or to litigation or the settlement of claims arising under or relatingto this contract shall be made available until such appeals, litigation, orclaims are finally resolved.

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

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c),and (d) of this clause, the Contractor is not required to flow down any FARclause, other than those in this paragraph (e)(1) of this paragraph in asubcontract for commercial items. Unless otherwise indicated below, the extentof the flow down shall be as required by the clause-

(i) 52.203-13, Contractor Code of Business Ethics and Conduct(APR 2010) (41 U.S.C. 3509).

(ii) 52.219-8, Utilization of Small Business Concerns (MAY 2014)(15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer furthersubcontracting opportunities. If the subcontract (exceptsubcontracts to small business concerns) exceeds $650,000 ($1.5million for construction of any public facility), the subcontractormust include 52.219-8 in lower tier subcontracts that offersubcontracting opportunities.

(iii) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014)(E.O. 13495). Flow down required in accordance with paragraph(I) of FAR clause 52.222-17.

31

(iv) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Veterans (JUL 2014) (38U.S.C. 4212).

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

(vii) 52.222-37, Employment Reports on Veterans (JUL 2014) (38U.S.C. 4212).

(viii) 52.222-40, Notification of Employee Rights Under theNational Labor Relations Act (DEC 2010) (E.O. 13496). Flowdown required in accordance with paragraph (f) of FAR clause52.222-40.

(ix) 52.222-41, Service Contract Labor Standards (MAY 2014) (41U.S.C. chapter 67).

(x) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22

U.S.C. 7104(g)).

Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(xi) 52.222-51, Exemption from Application of the Service ContractLabor Standards to Contracts for Maintenance, Calibration, orRepair of Certain Equipment-Requirements (MAY 2014) (41U.S.C. chapter 67).

(xii) 52.222-53, Exemption from Application of the ServiceContract Labor Standards to Contracts for CertainServices-Requirements (MAY 2014) (41 U.S.C. chapter 67).

(xiii) 52.222-54, Employment Eligibility Verification (AUG 2013).

(xiv) 52.225-26, Contractors Performing Private SecurityFunctions Outside the United States (JUL 2013) (Section 862, asamended, of the National Defense Authorization Act for FiscalYear 2008; 10 U.S.C. 2302 Note).(xv) 52.226-6, Promoting Excess Food Donation to NonprofitOrganizations (MAY 2014) (42 U.S.C. 1792). Flow down requiredin accordance with paragraph (e) of FAR clause 52.226-6.

(xvi) 52.247-64, Preference for Privately Owned U.S.-FlagCommercial Vessels (FEB 2006) (46 U.S.C. Appx. 1241(b) and 10U.S.C. 2631). Flow down required in accordance with paragraph(d) of FAR clause 52.247-64.

(2) While not required, the contractor May include in its subcontracts forcommercial items a minimal number of additional clauses necessary tosatisfy its contractual obligations.

32

SECTION J - List of Documents, Exhibits and Other Attachments

Attachment 1 - Statement of WorkAttachment 2 - Price ScheduleAttachment 3 - Billing Instructions for Fixed Price ContractsAttachment 4 - Billing Instructions for Time and Materials

33

[ (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC2007) (42 U.S.C. 8259b).

[] (41)(i) 52.223-16, Acquisition of EPEAT®-Registered PersonalComputer Products (JUN 2014) (E.O.s 13423 and 13514).

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

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

[ (43) 52.225-1, Buy American-Supplies (MAY 2014) (41 U.S.C. chapter83).

[] (44)(i) 52.225-3, Buy American-Free Trade Agreements-Israeli TradeAct (MAY 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C.2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182,108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138,112-41, 112-42, and 112-43.

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

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

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

[] (45) 52.225-5, Trade Agreements (NOV 2013) (19 U.S.C. 2501, et seq.,19 U.S.C. 3301 note).

[X] (46) 52.225-13, Restrictions on Certain Foreign Purchases (JUN2008) (E.O.'s, proclamations, and statutes administered by the Office ofForeign Assets Control of the Department of the Treasury).

[] (47) 52.225-26, Contractors Performing Private Security FunctionsOutside the United States (JUL 2013) (Section 862, as amended, of theNational Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302Note).

U (48) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV2007) (42 U.S.C. 5150).

U (49) 52.226-5, Restrictions on Subcontracting Outside Disaster orEmergency Area (NOV 2007) (42 U.S.C. 5150).

U (50) 52.232-29, Terms for Financing of Purchases of Commercial Items(FEB 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

] (51) 52.232-30, Installment Payments for Commercial Items (OCT

1995) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

[X] (52) 52.232-33, Payment by Electronic Funds Transfer-System for

29

Award Management (JUL 2013) (31 U.S.C. 3332).

U (53) 52.232-34, Payment by Electronic Funds Transfer - Other thanSystem for Award Management (JUL 2013) (31 U.S.C. 3332).

[ (54) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

[ (55) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C.552a).

[ (56)(i) 52.247-64, Preference for Privately Owned U.S.-FlagCommercial Vessels (FEB 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C.2631).

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

(c) The Contractor shall comply with the FAR clauses in this paragraph (c),applicable to commercial services, that the Contracting Officer has indicated asbeing incorporated in this contract by reference to implement provisions of law orExecutive orders applicable to acquisitions of commercial items: (ContractingOfficer check as appropriate.)

[ (1) 52.222-41, Service Contract Labor Standards (MAY 2014) (41U.S.C. chapter 67).

U (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

[ (3) 52.222-43, Fair Labor Standards Act and Service Contract LaborStandards-Price Adjustment (Multiple Year and Option Contracts) (MAY2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

U (4) 52.222-44, Fair Labor Standards Act and Service Contract LaborStandards-Price Adjustment (MAY 2014) (29 U.S.C 206 and 41 U.S.C.chapter 67).

U (5) 52.222-51, Exemption from Application of the Service ContractLabor Standards to Contracts for Maintenance, Calibration, or Repair ofCertain Equipment-Requirements (MAY 2014) (41 U.S.C. chapter 67).

U (6) 52.222-53, Exemption from Application of the Service ContractLabor Standards to Contracts for Certain Services-Requirements (MAY2014) (41 U.S.C. chapter 67).

U (7) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014) (E.O.13495).

U (8) 52.226-6, Promoting Excess Food Donation to NonprofitOrganizations (MAY 2014) (42 U.S.C. 1792).

U (9) 52.237-11, Accepting and Dispensing of $1 Coin (SEP 2008) (31

30

U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply withthe provisions of this paragraph (d) if this contract was awarded using other thansealed bid, is in excess of the simplified acquisition threshold, and does notcontain the clause at 52.215-2, Audit and Records - Negotiation.

(1) The Comptroller General of the United States, or an authorizedrepresentative of the Comptroller General, shall have access to and rightto examine any of the Contractor's directly pertinent records involvingtransactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonabletimes the records, materials, and other evidence for examination, audit, orreproduction, until 3 years after final payment under this contract or forany shorter period specified in FAR Subpart 4.7, Contractor RecordsRetention, of the other clauses of this contract. If this contract iscompletely or partially terminated, the records relating to the workterminated shall be made available for 3 years after any resulting finaltermination settlement. Records relating to appeals under the disputesclause or to litigation or the settlement of claims arising under or relatingto this contract shall be made available until such appeals, litigation, orclaims are finally resolved.

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

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c),and (d) of this clause, the Contractor is not required to flow down any FARclause, other than those in this paragraph (e)(1) of this paragraph in asubcontract for commercial items. Unless otherwise indicated below, the extentof the flow down shall be as required by the clause-

(i) 52.203-13, Contractor Code of Business Ethics and Conduct(APR 2010) (41 U.S.C. 3509).

(ii) 52.219-8, Utilization of Small Business Concerns (MAY 2014)(15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer furthersubcontracting opportunities. If the subcontract (exceptsubcontracts to small business concerns) exceeds $650,000 ($1.5million for construction of any public facility), the subcontractormust include 52.219-8 in lower tier subcontracts that offersubcontracting opportunities.

(iii) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014)(E.O. 13495). Flow down required in accordance with paragraph(I) of FAR clause 52.222-17.

31

(iv) 52.222-26, Equal Opportunity (MAR 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Veterans (JUL 2014) (38U.S.C. 4212).

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

(vii) 52.222-37, Employment Reports on Veterans (JUL 2014) (38U.S.C. 4212).

(viii) 52.222-40, Notification of Employee Rights Under theNational Labor Relations Act (DEC 2010) (E.O. 13496). Flowdown required in accordance with paragraph (f) of FAR clause52.222-40.

(ix) 52.222-41, Service Contract Labor Standards (MAY 2014) (41U.S.C. chapter 67).

(x) 52.222-50, Combating Trafficking in Persons (FEB 2009) (22U.S.C. 7104(g)).

Alternate I (AUG 2007) of 52.222-50 (22 U.S.C. 7104(g)).

(xi) 52.222-51, Exemption from Application of the Service ContractLabor Standards to Contracts for Maintenance, Calibration, orRepair of Certain Equipment-Requirements (MAY 2014) (41U.S.C. chapter 67).

(xii) 52.222-53, Exemption from Application of the ServiceContract Labor Standards to Contracts for CertainServices-Requirements (MAY 2014) (41 U.S.C. chapter 67).

(xiii) 52.222-54, Employment Eligibility Verification (AUG 2013).

(xiv) 52.225-26, Contractors Performing Private SecurityFunctions Outside the United States (JUL 2013) (Section 862, asamended, of the National Defense Authorization Act for FiscalYear 2008; 10 U.S.C. 2302 Note).(xv) 52.226-6, Promoting Excess Food Donation to NonprofitOrganizations (MAY 2014) (42 U.S.C. 1792). Flow down requiredin accordance with paragraph (e) of FAR clause 52.226-6.

(xvi) 52.247-64, Preference for Privately Owned U.S.-FlagCommercial Vessels (FEB 2006) (46 U.S.C. Appx. 1241(b) and 10U.S.C. 2631). Flow down required in accordance with paragraph(d) of FAR clause 52.247-64.

(2) While not required, the contractor May include in its subcontracts forcommercial items a minimal number of additional clauses necessary tosatisfy its contractual obligations.

32

SECTION J - List of Documents, Exhibits and Other Attachments

Attachment 1 - Statement of WorkAttachment 2 - Price ScheduleAttachment 3 - Billing Instructions for Fixed Price ContractsAttachment 4 - Billing Instructions for Time and Materials

33

ATTACHMENT 1 - STATEMENT OF WORK

1. PROJECT TITLE

Replacement of Intrusion Detection Systems (IDS') at NRC facilities

2. BACKGROUND

The NRC requires the installation of IDS' at all NRC facilities and secure rooms that iscompatible with FPS systems and established NRC standard.

The current IDS equipment (CADDX) is no longer supported by the manufacturer andtherefor FPS is unable to program or make changes to the system equipment asrequired. Replacing this equipment will give Federal Protective Services (FPS) andNRC the ability to make the required programming changes to the systemequipment. The replacement equipment will be consistent with other IDS systemsinstalled at the NRC OWFN SCIF and secure rooms.

3. SCOPE

Required services include the purchase and installation of the below listed equipment inthe locations identified and connect existing devices to new control panel. TheContractor shall coordinate with the COR or Alternate COR, as appropriate forprogramming and testing. The Contractor shall coordinate network connectivity, InternetProtocol addresses etc. with the COR or Alternate COR. Equipment shall be installed inaccordance with U.L. 2050 for specified locations and certificates issued to the NRCDFS/FSB COR. All equipment shall be installed according to manufacturer'sspecifications.

4. SPECIFIC TASKS

U.S. NRC Headquarters: (Two White Flint North, 11545 Rockville Pike, Rockville, MD20852-2738)

TWFN FSB Vault:

The Contractor shall provide and install the following no later than March 31,2015:

* 1 Bosch 9412 GV4-C Alarm panel* 1 D1260 Keypad* 1 B426 Network Communications module* 1 D8128D Zone Expanders* U.L. 2050 certification certificate (24-months)

Warehouse: (NRC Storage & Distribution Facility, 4934 Boiling Brook Parkway,Rockville, MD. 20852)

The Contractor shall provide and install the following no later than March 31,2015:

Page 1 of 4

* 1 Bosch 9412 GV4-C Alarm panel* 3 D1260 Keypads* 1 B426 Network Communications module* 5 D8128D Zone Expanders* U.L. 2050 certification certificate (24-months)

U.S. Nuclear Regulatory Commission - Region I: (2100 Renaissance Boulevard,Suite 100, King of Prussia, PA 19406-2713)

The Contractor shall provide and install the following no later than March 31,2015.

* 2 Bosch 9412 GV4-C Alarm panels - at least one of which shallmeet U.L. 2050 requirements

* 2 D1260 Keypads* 1 B426 Network Communications module* 7 D8128D Zone Expanders* U.L. 2050 certification certificate (24-months)

U.S. Nuclear Regulatory Commission - Region II: (Marquis One Tower, 245Peachtree Center Ave., NE Suite 1200, Atlanta, Georgia 30303-1-257)

The Contractor shall provide and install the following no later than March 31,2015:

* 1 Bosch 9412 GV4-C Alarm panel* 2 D1260 Keypads* 1 B426 Network Communications module* 6 D8128D Zone Expanders* U.L. 2050 certification certificate (24-months)

U.S. Nuclear Regulatory Commission - Region II1: (2443 Warrenville Road, Suite210, Lisle, Illinois 60532-4352:

The Contractor shall provide and install the following no later than March 31,2015:

* 2 Bosch 9412 GV4-C Alarm panels- at least one of which shall meetU.L. 2050 requirements

* 2 D1260 Keypads* 1 B426 Network Communications module* 6 D8128D Zone Expanders* U.L. 2050 certification certificate (24-months)

U.S. Nuclear Regulatory Commission - Region IV: (1600 East Lamar Boulevard,

Arlington, Texas 76011-4511)

The Contractor shall provide and install the following no later than March

Page 2 of 4

31, 2015:

0 3 Bosch 9412 GV4-C Alarm panels - at least two of which shallmeet U.L. 2050 requirements

0 7 D1260 Keypads* 1 B426 Network Communications module* 18 D8128D Zone Expanders* U.L. 2050 certification certificate (24-months)

U.S. Nuclear Regulatory Commission Technical Training Center: (Osborne OfficeCenter, 5746 Marlin Road, Suite 200, Chattanooga, TN 37411-5677)

The Contractor shall provide and install the following no later than March 31,2015:

* 1 Bosch 9412 GV4-C Alarm panel* 1 D1260 Keypad* 1 B426 Network Communications module* 3 D8128D Zone Expanders0 U.L. 2050 certification certificate (24-months)

Meetings and Stakeholder Interactions

" The contractor shall meet with the NRC COR and CO for a postawardconference on a date and time mutually agreed by the parties within one weekafter award. The meeting will be held at the NRC Headquarters campus. TheCO will chair the meeting. The CO will review contract requirements, roles andresponsibilities of the CO, COR, and Contractor, and will answer any Contractorquestions.

* The contractor shall coordinate the installation of the IDS with the NRC COR orAlternate COR, who will then coordinate, as appropriate, with the FPSMegaCenter servicing the NRC facility as described below:

o NRC HQ - Suitland MegaCentero NRC Region I - Philadelphia MegaCentero NRC Region II - Battle Creek MegaCentero NRC Region III - Battle Creek MegaCentero NRC Region IV - Denver MegaCenter

* FPS account numbers are:

o NRC HQ - MD5859 and MD9127O NRC Region I - PA9330 and PA9331o NRC Region II - GA8550 and GA9552o NRC Region III- 1L1063, 1L1064, and ILl115o NRC Region IV - TX4284, TX4285, and TX4286o NRC TTC - TN8464 and TN9077

Page 3 of 4

5. DELIVERABLES AND DELIVERY SCHEDULE

* Work to begin 5 days after award* Install new panels and program before cutting over devices* Cut over devices while maintaining integrity of existing system* Work to be completed by 3-31-2015 at all locations

6. GOVERNMENT-FURNISHED PROPERTYN/A

Page 4 of 4

ATTACHMENT 2

PRICE SCHEDULE

Firm-Fixed Price CLINS

CLIN Description Unit Quantity Unit Price Total Price

CLIN 001 BOS-D91412GV4-C EA 11 $391.87 $4,310.57CLIN 002 BOS-D1260 EA 18 $203.60 $3,664.80CLIN 003 BOS-B426 EA 27 $180.70 $4,878.90CLIN 004 BOS-D8128D EA 46 $77.66 $3,650.02CLIN 005a UL 2050 Certificate MO 24 $167.95 $4,030.00CLIN 005b UL 2050 Certificate MO 24 $167.95 $4,030.00CLIN 005c UL 2050 Certificate MO 24 $167.95 $4,030.00CLIN 005d UL 2050 Certificate MO 24 $167.95 $4,030.00CLIN 005e UL 2050 Certificate MO 24 $167.95 $4,030.00CLIN 005f UL 2050 Certificate MO 24 $167.95 $4,030.00CLIN 005g UL 2050 Certificate MO 24 $167.95 $4,030.00

Time & Materials CLINS

CLINS Description Unit Estimated Rate TotalQuantity Estimated

AmountCLIN 006 Installation Tech - HR 1,350 $77 $103,950

Level 2CLIN 007 Installation Tech - HR 450 $115.50 $51,975

Level 4 1 1CLIN 008 Travel NOT-TO-EXCEED $10,350

TOTAL NOT TO EXCEED AMOUNT $211,394.89

ATTACHMENT 3

BILLING INSTRUCTIONS FORFIXED-PRICE TYPE CONTRACTS (MAY 2013)

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

The contractor shall prepare invoices/vouchers for payment of deliverables identified in thecontract, in the manner described herein. FAILURE TO SUBMIT INVOICESNOUCHERS INACCORDANCE WITH THESE INSTRUCTIONS MAY RESULT IN REJECTION OF THEINVOICE/VOUCHER AS IMPROPER.

Standard Forms: Payment requests for completed work, in accordance with the contract, shallbe submitted on the payee's letterhead, invoice/voucher, or on the Government's StandardForm 1034, "Public Voucher for Purchases and Services Other than Personal," and StandardForm 1035, "Public Voucher for Purchases Other than Personal--Continuation Sheet."

Electronic Invoice/oucher Submissions: The preferred method of submittinginvoices/vouchers is electronically to the U.S. Nuclear Regulatory Commission, via email to:NRCPayments(cnrc.qov.

Hard-Copy InvoiceNoucher Submissions: If you submit a hard-copy of the invoice/voucher,a signed original and supporting documentation shall be submitted to the following address:

NRC PaymentsU.S. Nuclear Regulatory CommissionOne White Flint North11555 Rockville PikeMailstop 03-E17ARockville, MD 20852-2738

Purchase of Capital Property: ($50, 000 or more with life of one year or longer)

Contractors must report to the Contracting Officer, electronically, any capital property acquiredwith contract funds having an initial cost of $50,000 or more, in accordance with procedures setforth in NRC Management Directive (MD) 13.1, IV, C- "Reporting Requirements" (revised2/16/2011).

Agency Payment Office: Payment will continue to be made by the office designated in thecontract in Block 12 of Standard Form 26, Block 25 of Standard Form 33, or Block 18a ofStandard Form 1449, whichever is applicable.

Frequency: The contractor shall submit invoices/vouchers for payment once each month,unless otherwise authorized by the Contracting Officer.

Format: InvoicesNouchers shall be submitted in the format depicted on the attached sampleform entitled "InvoiceNoucher for Purchases and Services Other Than Personal". Alternateformats are permissible only if they address all requirements of the Billing Instructions. Theinstructions for preparation and itemization of the invoice/voucher are included with the sampleform.

Task Order Contracts: The contractor must submit a separate invoice/voucher for eachindividual task order with pricing information. This includes items discussed in paragraphs (a)through (p) of the attached instructions. In addition, the invoice/voucher must specify thecontract number, and the NRC-assigned task/delivery order number.

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

Currency: InvoicesNouchers must be expressed in U.S. Dollars.

Supersession: These instructions supersede previous Billing Instructions for Fixed-Price TypeContracts (July 2011 ).

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

1. Official Agency Billing Office

NRC PaymentsU.S. Nuclear Regulatory CommissionOne White Flint North11555 Rockville PikeMailstop 03-E17ARockville, MD 20852-2738

2. Invoice/Voucher Information

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

b. Taxpayer Identification Number. The Payee shall include the Payee's taxpayer identificationnumber (TIN) used by the Internal Revenue Service (IRS) in the administration of tax laws.(See IRS Web site:http://www.irs.qov/Businesses/SmalI-Businesses-&-Self-Em ploved/EmPloyer-ID-Numbers-(EINs)).

c. Payee's Name and Address. Show the name of the Payee as it appears in the contract andits correct address. Where the Payee is authorized to assign the proceeds of this contract inaccordance with the clause at FAR 52.232-23, the Payee shall require as a condition of anysuch assignment, that the assignee shall register separately in the Central ContractorRegistration (CCR) database at http://www.ccr.gov and shall be paid by EFT in accordance withthe terms of this contract. See Federal Acquisition Regulation (FAR) 52.232-33(g) Payment byElectronic Funds Transfer - Central Contractor Registration (October 2003).

d. Contract Number. Insert the NRC contract number (including Enterprise-wide Contract(EWC)), GSA Federal Supply Schedule (FSS), Governmentwide Agency Contract (GWAC)number, or Multiple Agency Contract (MAC) number, as applicable.

e. Task Order Number. Insert the task/delivery order number (If Applicable). Do not includemore than one task order per invoice or the invoice may be rejected as improper.

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

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

h. Billing Period. Insert the beginning and ending dates (day, month, year) of the period duringwhich deliverables were completed and for which payment is requested.

i. Description of Deliverables. Provide a brief description of supplies or services, quantity, unitprice, and total price.

j. Work Completed. Provide a general summary description of the services performed orproducts submitted for the invoice period and specify the section or Contract Line Item Number(CLIN) or SubCLIN in the contract pertaining to the specified contract deliverable(s).

k. ShippinQ. Insert weight and zone of shipment, if shipped by parcel post.

I. CharQes for freiqht or express shipments. Attach prepaid bill if shipped by freight or express.

m. Instructions. Include instructions to consignee to notify the Contracting Officer of receipt ofshipment.

n. For Indefinite Delivery contracts, the final invoice/voucher shall be marked FINAL INVOICE"

or "FINAL VOUCHER".

o. Total Amount Billed. Insert columns for total amounts for the current and cumulative periods.

p. Adjustments. Insert columns for any adjustments, including outstanding suspensions fordeficient or defective products or nonconforming services, for the current and cumulativeperiods.

q. Grand Totals.

ATTACHMENT 4

BILLING INSTRUCTIONS FORTIME-AND-MATERIALSILABOR-HOUR TYPE CONTRACTS (MAY 2013)

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

The contractor shall prepare invoices/vouchers for reimbursement of costs in the manner andformat described herein. FAILURE TO SUBMIT INVOICES/VOUCHERS IN ACCORDANCEWITH THESE INSTRUCTIONS WILL RESULT IN REJECTION OF THE INVOICENOUCHERAS IMPROPER.

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

Electronic Invoice/Voucher Submissions: The preferred method of submittingvouchers/invoices is electronically to the U.S. Nuclear Regulatory Commission, via email to:NRCPayments(@nrc.qov.

Hard-Copy Invoice/Voucher Submissions: If you submit a hard-copy of the invoice/voucher,a signed original and supporting documentation shall be submitted to the following address:

NRC PaymentsU.S. Nuclear Regulatory CommissionOne White Flint North11555 Rockville PikeMailstop 03-E17ARockville, MD 20852-2738

Purchase of Capital Property: ($50, 000 or more with life of one year or longer)

Contractors must report to the Contracting Officer, electronically, any capital property acquiredwith contract funds having an initial cost of $50,000 or more, in accordance with procedures setforth in NRC Management Directive (MD) 13.1, IV, C -"Reporting Requirements" (revised2/16/2011).

Agency Payment Office: Payment will continue to be made by the office designated in thecontract in Block 12 of the Standard Form 26, or Block 25 of the Standard Form 33, whicheveris applicable.

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

Format: Invoices/Vouchers shall be submitted in the format depicted on the attached sampleform entitled "Invoice/Voucher for Purchases and Services Other Than Personal". Alternate

formats are permissible only if they address all requirements of the Billing Instructions. Theinstructions for preparation and itemization of the invoice/voucher are included with the sampleform.

Task Order Contracts: The contractor must submit a separate invoice/voucher for eachindividual task order with detailed cost information. This includes all applicable cost elementsand other items discussed in paragraphs (a) through (q) of the attached instructions. Inaddition, the invoice/voucher must specify the contract number, and the NRC-assignedtask/delivery order number.

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

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

Currency: Invoices/Vouchers must be expressed in U.S. Dollars.

Supersession: These instructions supersede previous Billing Instructions for Time-and-Materials/Labor-Hour Type Contracts (July 2011).

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

1. Official Agency Billing Office

NRC PaymentsU.S. Nuclear Regulatory CommissionOne White Flint North11555 Rockville PikeMailstop 03-E17ARockville, MD 20852-2738

2. Invoice/oucher Information

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

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

c.. Taxpayer Identification Number. The Payee shall include the Payee's taxpayer identificationnumber (TIN) used by the Internal Revenue Service (IRS) in the administration of tax laws.(See IRS Web site:http://www.irs.gov/Businesses/Small-Businesses-&-Self-Employed/Emplvyer-ID-Numbers-(EINs)).

d. Contract Number. Insert the NRC contract number (including Enterprise-wide Contract(EWC)), GSA Federal Supply Schedule (FSS), Governmentwide Agency Contract (GWAC)number, or Multiple Agency Contract (MAC) number, as applicable.

e. Task Order Number. Insert the task/delivery order number (If Applicable). Do not includemore than one task order per invoice or the invoice may be rejected as improper.

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

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

h. Billing period. Insert the beginning and ending dates (day, month, year) of the period duringwhich costs were incurred and for which reimbursement is requested.

i. Labor Hours Expended. Provide a general summary description of the services performedand associated labor hours utilized during the invoice period. Specify the Contract Line ItemNumber (CLIN) or SubCLIN, as applicable, and information pertaining to the contract's laborcategories/positions, and corresponding authorized hours.

j. Property. For contractor acquired property, list each item with an initial acquisition cost of$50,000 or more and provide: (1) an item description, (2) manufacturer, (3) model number,(4) serial number, (5) acquisition cost, (6) date of purchase, and (7) a copy of the purchasingdocument.

k. Shipping. Insert weight and zone of shipment, if shipped by parcel post.

I. Charges for freight or express shipments. Attach prepaid bill if shipped by freight or express.

m. Instructions. Include instructions to consignee to notify the Contracting Officer of receipt ofshipment.

n. For Indefinite Delivery contracts, the final invoice/voucher shall be marked "FINAL INVOICE"or "FINAL VOUCHER".

o. Direct Costs. Insert the amount billed for the following cost elements, adjustments,suspensions, and total amounts, for both the current billing period and for the cumulative period(from contract inception to end date of this billing period).

(1) Direct (Burdened) Labor. This consists of salaries and wages paid (or accrued)for direct performance of the contract itemized, including a burden (or load) for indirectcosts (i.e., fringe, overhead, General and Administrative, as applicable), and profitcomponent, as follows:

Labor Hours Burdened CumulativeCategory Billed Hourly Rate Total Hours Billed

(2) Contractor-acquired property ($50,000 or more). List each item costing $50,000or more and having a life expectancy of more than one year. List only those items ofequipment for which reimbursement is requested. For each such item, list the following(as applicable): (a) an item description, (b) manufacturer, (c) model number, (d) serialnumber, (e) acquisition cost, (f) date of purchase, and (g) a copy of the purchasingdocument.

(3) Contractor-acquired property (under $50,000), Materials, and Supplies. Theseare equipment other than that described in (2) above, plus consumable materials andsupplies. List by category. List items valued at $1,000 or more separately. Provide theitem number for each piece of equipment valued at $1,000 or more.

(4) Materials Handling Fee. Indirect costs allocated to direct materials in accordancethe contractor's usual accounting procedures.

(5) Consultant Fee. The supporting information must include the name, hourly ordaily rate of the consultant, and reference the NRC approval (if not specifically approvedin the original contract).

(6) Travel. Total costs associated with each trip must be shown in the followingformat:

Start Date Destination CostsFrom To From To $

(Must include separate detailed costs for airfare, per diem, and other transportationexpenses. All costs must be adequately supported by copies of receipts or otherdocumentation.)

(7) Subcontracts. Include separate detailed breakdown of all costs paid to approved

subcontractors during the billing period.

p. Total Amount Billed. Insert columns for total amounts for the current and cumulative periods.

q. Adjustments. Insert columns for any adjustments, including outstanding suspensions forunsupported or unauthorized hours or costs, for the current and cumulative periods.

r. Grand Totals.

3. Sample InvoiceNoucher Information

SamDle InvoiceNoucher Information (Suooortina Documentation must be attached)

This invoice/voucher represents reimbursable costs for the billing period from through___

Amount BilledCurrent Period Cumulative

(a) Direct Costs

(1)(2)(3)

(4)(5)(6)(7)

Direct burdened laborGovernment property ($50,000 or more)Government property, Materials, andSupplies (under $50,000 per item)Materials Handling FeeConsultants FeeTravelSubcontracts

$$

$$$ .$$

$$

$$$$$

$

$.

$.

$.

Total Direct Costs:

(b) Total Amount Billed

(c) Adjustments (+/-)

$

$

$(d) Grand Total

(The invoice/voucher format provided above must include information similar to that includedbelow in the following to ensure accuracy and completeness.)

SAMPLE SUPPORTING INFORMATION

The budget information provided below is for format purposes only and is illustrative.

Cost Elements:

1) Direct Burdened Labor - $4,800

LaborCategqorySenior Engineer IEngineerComputer Analyst

HoursBilled10050100

BurdenedRate$28.00$20.00$10.00

Total$2,800$1,000$1,000$4,800

CumulativeHours Billed

975465320

1,760 hrs.

2)Burdened labor rates must come directly from the contract.Government-furnished and contractor-acquired Property ($50,000 or more) - $60,000

Prototype Spectrometer - item number 1000-01 = $60,000

3) Government-furnished and contractor-acquired property (under $50,000), Materials, andSupplies - $2,000

10 Radon tubes @ $110.006 Pairs Electrostatic gloves @ $150.00

4) Materials Handling Fee - $40

= $1,100= $ 900

$2,000

(2% of $2,000 in item #3)

5) Consultants' Fee - $100

Dr. Carney- 1 hour fully-burdened @ $100 = $100

6) Travel - $2,640

(i) Airfare: (2 Roundtrip trips for 1 person @ $300 per r/t ticket)

Start Date4/1/20117/1/2011

End Date4/7/20117/8/2011

Days From7 Philadelphia, PA8 Philadelphia, PA

ToWash, D.C.Wash, D.C.

Cost$300$300

(ii) Per Diem: $136/day x 15 days = $2,040

Subcontracting - $30,0007)

Company ACompany B

= $10,000= $20,000

$30,000

(EX: Subcontracts for Companies A & B were consented to by the Contracting Officerby letter dated 6/15/2011.)

Total Amount BilledAdjustments (+/-)Grand Total

$99,5800

$99,580

4. Definitions

Material handlinq costs. When included as part of material costs, material handling costs shallinclude only costs clearly excluded from the labor-hour rate. Material handling costs mayinclude all appropriate indirect costs allocated to direct materials in accordance with thecontractor's usual accounting procedures.

Whipple, Valerie

From:Sent:To:Cc:Subject:Attachments:

Whipple, ValerieTuesday, September 30, 2014 2:04 PMChornock, Joseph (jchornock@asgsecurity.com)Brady, Denis; Golden, David; Whipple, Valerie; Humphreys, PattiFully executed copyNRC-HQ-40-14-C-0015.rtf; ATTACHMENT 1 sow.docx; ATTACHMENT 2 PRICE SCH.docx;Attachment 3 BillingInstructionsFFP.doc; Attachment 4 BillingInstructionsT-M.doc;1449 signed.pdf

Importance: High

Attached please find a fully executed copy of the

I