-'SOLICITAT ONICONTRACTIORDER FOR COMMERCIAL ITEMS *. REOUISITION NO. PAGE I OF

. _ , .OPA99300

2 CONTRACT NO. 3 AWARDIEFFECTIVE DATE 4. ORDER NO. MODIFICATION NO. S. SOLICITATION NO. S. SOLICITATION ISSUE DATE

DR-99-0366 09-30-1999 O OPA99300

7. FOR SOLICITATION a, NAME b. TELEPHONE NO. (No Coled Cals) S. OFFER DUE DATE/LOCAL

INFORMATION CALL: Sharlene McCubbin 30141 565 nME 09111999

9 ISSUED BY CODE 10. THIS ACQUISITION IS 11. DELIVERY FOR FOB 12 DISCOUNT TERMSDESTINATION UNLESS

U UNRESTRICTED BLOCK IS MARKED

rn []SEE SCHEDULE I N/AU.S. Nuclear Regulatory Commission SETASIDE: 0 % FOR SEEa____ONRAT___ SiC ORDERE UNDE

Diviion f Cntrats nd PopetyMt. THI CONTRACT IS A RATED ORDER UNDERDivision of Contracts and Prop" Mgt. SMALL BUSINESS DPAS (15 CFR 700)

Contract Management Branch 1 SMALL DISADV. BUSINESS 13b. RATING

Washington DC 20555 N/A

14. METHOD OF SOLICITATION

SIZE STANDARD $21.5 L RFQ E IFB []RFP

15. DELIVER TO CODE 18. ADMINISTRERED BY CODE

U.S. Nuclear Regulatory CommissionOffice of Public AffairsATTN: Elizabeth Hayden. MS O-2A1311555 Rockville PikeRockville MD 20852

17a CONTRACTORIOFFEROR COOE FACIuLTYCODE 18a PAYMENT WLL BE MADE BY CODE

U.S. Nuclear Regulatory CommissionBig Shot Productions Office of the Chief Financial OfficerATTN: Steve Gibson Attn: GOV/COM Acctng. Section T-9H44226 Amos AvenueBaltimore, MD 21215 Washington DC 20555

TELEPHONE NO. 41 o-s58-1 1 DO

tsb. SUBMITINVOICES TOADORESS SHOWN IN BLOCK 181 UNLESS BLOCK BELOWIS CHECKEDthb. CHECK IF REMITTANCE IS DIFFERENT AND PUT SuCH ADDRESS IN OFFER []SEE AWDENDUM

19 0. See CONTINUATION Page 21. 22. 23. 1 24ITEM NO SCHEDULE OF SUPPLIESISERVICES OUANnTY UNIT UNIT PRICE AMOUNT

See Continuation Page 2 for Schedule

25. ACCOUNTING AND APPROPRIATION DATA See CONTINUATION Page 28. TOTAL AWARD AMOUNT (For Govt Use Only)31X0200 B&R:97K15545105 JCN:J70159BOC: 252A Obligation: $82.440.00 S82.440.00

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1. 52.2124. FAR 52212-3 AND 52212-5 ARE ATTACHED. ADDENDA M]ARE []ARE NOT ATTACHED

EXI 27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR s2212-4. FAR 52.212-s IS ATTACHED. ADDENDA D]ARE N3 ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN COPIES 29. AWARD OF CONTRACT: REFERENCE quote 0PA99300 OFFERTO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET r_ DATED 9/3011999 . YOUR OFFER ON SOLICITATION (BLOCK

El FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO n J 5). INCLUDING ANY ADDITIONS ORfCHANGES WHICH ARE SET FORTHTHE TERMS ANO CONDITIONS SPECIFIED HEREIN. EREIN IS ACCEPT15TS OrTEMS:

30a SOR S31S OFARCAFE

30b. NA1HAND TITLE OF WNER (TYPE OR PRINT) _ _ DATE IGNED

Chbyroe,' Accovor eACES -C A 93ib, NAIIOF BANG OFFICER (YPE OR qINT

y 11ay H;Klce 131; DAS?1X/-. - 4.

32a. QUANTITY IN COLUMN 21 HAS BEEN 0 33. SHIP NUMBEV 1|4. VOUCHIER NUMBER 35. AMO0$T VERIFIEffCOARECT FOR

I RECEIVEDOrj ACCEPTED AND CONFORMS TO THE

D INSPECTED D CONTRACT. EXCEPT AS NOTED IPARTIAL I I FINAL I

36. PAYMENT

n COMPLETE32b. SIGNATURE OF AUTHORIZED GOVT. REPRESENTATIVE ' 32c. DATE El PARTIAL f FINAL

37. CHECK NUMBER

38. SR ACCOUNT NUMBER 139. SIR VOUCHER NUMBER 40. PAID BY

42a RECIEVED BY (Print)- - -

= Al- I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT4

41 b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c, DATE 42b. RECEIVED AT (Localion)

42c. DATE RECD CYYIMMfDD) I 42d.TOTALCONTAINERS

S I L _________________

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 1449 (10-95)Prescibed by GSA - FAR (48 CFR) 53 212

TABLE OF CONTENTS PAGE

PART I - THE SCHEDULE . . . . . . . . . . . . . . . . . . . . . . .

SECTION A - SOLICITATION/CONTRACT FORM . . . . . . . . . . . . . .SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS . . .

1

11

ADDITIONAL PURCHASE ORDER TERMS AND CONDITIONS . . . . . . . . . . .A.1 STATEMENT OF WORK FOR NRC VIDEO ON SAFE TRANSPORTATION OF.

LEVEL RADIOACTIVE WASTEA.2 NOTICE LISTING CLAUSES INCORPORATED BY REFERENCE. . . . . .A.3 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS

(MAY 1999)A.4 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO . . . .

IMPLEMENT STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS(MAY 1999)

A.5 ELECTRONIC PAYMENT. . . . . . . . . . . . . . . . . . . . .A.6 SEAT BELTS. . . . . . . . . . . . . . . . . . . . . . . . .A.7 2052.215-70 KEY PERSONNEL. . . . . . . . . . . . . . . . .

. . 3

. . 3

. . 6

. . 6

. . 10

* . 13.. 14. . 14

DR-99-0366

CONTINUATION PAGE

PRICE SCHEDULE

The contractors price schedule is here by accepted as proposed:

Article or Services Unit Amount

REPRODUCTION $3,820

CREATIVE: WRITER $5,760

PRODUCTION AND TRAVEL $35, 680

AVID EDITING

ONLINE EDITING

CLOSED CAPTIONING

MOTION CONTROL

COMPUTER GRAPHICS & ANIMATION

AUDIO SERVICES

INSURANCE FEE

$14,340

$ 5,620

$ 1,200

$ 640

$ 6,680

$ 7,870

$ 830

TOTAL COSTS $82,440

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DR-99-0366

ADDITIONAL PURCHASE ORDER TERMS AND CONDITIONS

A.1 STATEMENT OF WORK FOR NRC VIDEO ON SAFE TRANSPORTATION OFHIGH-

LEVEL RADIOACTIVE WASTE

PROPOSAL REQUIREMENTS

The U.S. Nuclear Regulatory Commission (NRC) seeks a full serviceproduction company to write and produce a 15 to 20-minute videoabout the transportation of high- level radioactive waste (i.e.,spent fuel) in the United States. The video should focus on how theNRC protects public health and safety in the transportation of wastewith the overriding concern being to avoid or minimize exposure ofthe public and workers to radiation. It should cover the agency'srequirements for safe shipment as well as clearly and accuratelycommunicate the history and track record of high-level wasteshipments.

The video should help assuage public fears about transportinghigh-level radioactive waste from nuclear power plants to apotential interim storage facility or permanent repository both ofwhich may be built in Nevada within three to seven years. The videoIt is intended to be an effective visual communication tool ininforming the public about our process and procedures for assuringsafe transport of waste and in dispelling the notion of "mobileChernobyls." By clearly communicating this information, we wouldhope to bolster public confidence in the NRC as a regulator andprotector of public health and safety with regard to transportationof high-level waste.

The video should be documentary in nature yet contemporary andeffective in dealing with an emotional issue in a responsible,straight-forward way. It should not be promotional with regard tonuclear energy. It will require taking some fairly complex,technical information and conveying it clearly in plain English sothe average layperson can understand it.

Spent fuel shipments are regulated by both the NRC and theDepartment of Transportation (DOT). The NRC sets safety standardsfor spent fuel casks which must be designed to withstand a series ofimpact, puncture, and fire environments. Standards are set to limitany radiation leaks from the cask that could result from a truck orrailroad accident. The NRC must approve a cask design before it canbe used to transport spent fuel. The DOT regulates vehicles anddrivers.

AUDIENCE

The video will be used by NRC at both headquarters and its regions

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.DR-99-0366

with primary distribution being made-through the Office of PublicAffairs and its contractor. Audiences would typically includecommunity organizations, consumer groups, and other non-technicalindividuals interested in learning.about the transport of high-levelradioactive waste. The video will also be made available to publictelevision stations upon request. The agency may also show thevideo at public meetings on transportation of radioactive waste andmay put it (or portions of it) on NRC's Webpage. The video shouldtarget about the ninth grade level of education without, howeverturning off a more sophisticated audience.

PERIOD OF PERFORMANCE

The project is to be completed in twelve months from the date thecontract is awarded. This includes completion of all conceptdevelopment, storyboards, scriptwriting, shooting and production ofthe final video.

SCOPE OF WORK

The Contractor shall research transportation of high-levelradioactive waste in the U.S., develop the treatment, write thescript, produce, direct, and videotape any needed footage andperform all editing to complete a 15 to 20 minute educational video.The video is to be shot and mastered on Betacam SP videotape. The

NRC will be responsible for duplicating and distributing the video.

RESOURCES/MATERIALS PROVIDED BY THE CONTRACTOR

The Contractor shall identify appropriate, professional narratorsand music to be approved by the Project Officer. Upon receiving theNRC's approval, the Contractor shall obtain the narrator, providemusic or other sound effects needed, and develop artwork andgraphics for incorporation into the video. With NRC's approval,stock footage may be used from the NRC, the Nuclear EnergyInstitute, Department of Energy, nuclear power plant utilities orother available sources ferreted out by the Contractor. TheContractor shall obtain any releases, copyrights, waivers and otherlegal documents required.

RESOURCES/MATERIALS PROVIDED BY THE NRC

The NRC will provide technical staff resources for backgroundinformation and possible interviewees and will determine sites forshooting the video. The Project Officer will provide availablebackground materials from NRC such as booklets, fact sheets, annualreports, videos, and slides for the Contractor's research anddevelopment of the proposed storyline. Any video shootingarrangements needed at public meetings, nuclear facilities, and theNRC will be set up through the Project Officer.

DELIVERABLES

The Contractor shall deliver the completed video twelve months fromthe date of contract award. The following items making up the finalproduct shall be delivered to the Project Officer in accordance with

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DR-99-0366

the agreed upon schedule (estimated below).

1. A detailed work plan or schedule for completing the project,treatment, and the storyboard outline. (Award + 4 months) 2.Draft script. (Award + 7 months) 3. First cut, uneditedmaster videotape (Award + 10 months) 4. One edited, high-qualityBetacam SP production master videotape. All raw footage, musicscores, graphics, special effects, and the edit decision list in theform of a hard copy and diskette of the final program shall beprovided, also. (Award + 12 months)

All raw footage shall become the property of the NRC and shall befurnished to NRC upon completion of the project.

REVIEWS AND APPROVALS

All deliverables will be reviewed by the Project Officer andapproved by the Director of OPA. Development of the script will bean iterative process between the Project Officer and the Contractorto try to avoid having to make major changes at the end of theproject. The Contractor shall make immediate changes when requestedb the NRC Proect Officer at no extra cost to the G nen. Thissame prbediti of the video. Thestoryboard outline will be reviewed by the Chairman before OPA givesapproval for the Contractor to proceed. Changes will be made asrequested..

INSPECTION AND ACCEPTANCE

NRC's inspection and acceptance of final deliverables will be basedon broadcast quality of the videotape's image and sound. The NRCwill reject any deliverable which is not in conformance withbroadcast quality standards as recognized by the broadcastingindustry. Should the final video tape be unacceptable to the NRC,the Contractor shall bring the rejected product up to broadcastquality standards within the contract period of performance at noextra cost to the Government.

SCHEDULE OF PAYMENTS

The Contractor shall be paid in four installments which correspondwith NRC's acceptance of the deliverables listed above. Eachinstallment shall consist of 25%of the total price of the project.

MEETINGS

A meeting will be required with the Contractor team (producer,director, scriptwriter and any other key staff) shortly aftercontract award to discuss pre-production planning. Additionalmeetings will be required for each production deliverable with theNRC Project Officer and Director of Public Affairs at NRCHeadquarters in Rockville, Maryland. These meetings will be inconnection with pre-production planning, script approval,production, and post-production activities.

TRAVEL

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DR-99-0366

Travel will likely be needed to shoot some videotape at one or twopublic meetings where the transportation of high-level waste will bediscussed. We anticipate one meeting will be in Las Vegas, Nevadaand another one in the mid-west or on the east coast. If qualitystock footage of transportation casks is not available, someshooting will be needed at a nuclear facility using such a cask (inthe south) or at a manufacturer of these casks (in New Jersey).

PERSONNEL REQUIRED

The Contractor shall provide sufficient qualified professionalproduction personnel to complete the required videotape on schedule.Personnel could include, but not necessarily be limited to,

producer, director, scriptwriter, videographer, graphics artist, on-and off-line editors, and narrator.

NRC PROJECT OFFICER

Beth Hayden, Deputy Director, Office of Public Affairs;301-415-8202.

A.2 NOTICE LISTING CLAUSES INCORPORATED BY REFERENCE

The following clauses are hereby incorporated by reference (byCitation Number, Title, and Date) in accordance with the clause atFAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" contained in thisdocument. FAR 52.252-2 contains the internet address for electronicaccess to the full text of a clause.

NUMBER TITLE DATE

52.225-1 BUY AMERICAN CERTIFICATE DEC 198952.232-33 PAYMENT BY ELECTRONIC FUNDS--CENTRAL MAY 1999

CONTRACTOR REGISTRATION52.243-1 CHANGES--FIXED-PRICE AUG 1987

A.3 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS(MAY 1999)

(a) Inspection/Acceptance. The Contractor shall only tender foracceptance those items that conform to the requirements of thiscontract. The Government reserves the right to inspect or test anysupplies or services that have been tendered for acceptance. TheGovernment may require repair or replacement of nonconformingsupplies or reperformance of nonconforming services at no increasein contract price. The Government must exercise its postacceptancerights (1) within a reasonable time after the defect was discoveredor should have been discovered; and (2) before any substantialchange occurs in the condition of the item, unless the change is dueto the defect in the item.

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DR-99.0366

(b) Assignment. The Contractor or its assignee's rights to bepaid amounts due as a result of performance of this contract, may beassigned to a bank, trust company, or other financing institution,including any Federal lending agency in accordance with theAssignment of Claims Act (31 U.S.C. 3727).

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

(d) Disputes. This contract is subject to the Contract DisputesAct of 1978, as amended (41 U.S.C. 601-613). Failure of the partiesto this contract to reach agreement on any request for equitableadjustment, claim, appeal or action arising under or relating tothis contract shall be a dispute to be resolved in accordance withthe clause at FAR 52.233-1, Disputes, which is incorporated hereinby reference. The Contractor shall proceed diligently withperformance of this contract, pending final resolution of anydispute arising under the contract.

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

(f) Excusable delays. The Contractor shall be liable for defaultunless nonperformance is caused by an occurrence beyond thereasonable control of the Contractor and without its fault ornegligence such as, acts of God or the public enemy, acts of theGovernment in either its sovereign or contractual capacity, fires,floods, epidemics, quarantine restrictions, strikes, unusuallysevere weather, and delays of common carriers. The Contractor shallnotify the Contracting Officer in writing as soon as it isreasonably possible after the commencement of any excusable delay,setting forth the full particulars~in connection therewith, shallremedy such occurrence with all reasonable dispatch, and shall.promptly give written notice to the Contracting Officer of thecessation of such occurrence.

(g) Invoice. The Contractor shall submit an original invoice andthree copies (or electronic invoice, if authorized,) to the addressdesignated in the contract to receive invoices. An invoice mustinclude--

(1) Name and address of the Contractor;

(2) Invoice date;

(3) Contract number, contract line item number and, ifapplicable, the order number;

(4) Description, quantity, unit of measure, unit price andextended price of the items delivered;

(5) Shipping number and date of shipment including the bill of1'lading number and weight of shipment if shipped on Government billof lading;

(6) Terms of any prompt payment discount offered;

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*DR-99-0366

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

(8) Name, title, and phone number of person to be notified inevent of defective invoice.

Invoices will be handled in accordance with the Prompt PaymentAct (31 U.S.C. 3903) and Office of Management and Budget (OMB)Circular A-125, Prompt Payment. Contractors are encouraged to assignan identification number to each invoice.

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

(i) Payment. Payment shall be made for items accepted by theGovernment that have been delivered to the delivery destinations setforth in this contract. The Government will make payment inaccordance with the Prompt Payment Act (31 U.S.C. 3903) and Officeof Management and Budget (OMB) Circular A-125, Prompt Payment.If the Government makes payment by Electronic Funds Transfer (EFT),52.212-5(b) for the appropriate EFT clause.

In connection with any discount offered for early payment, timeshall be computed from the date of the invoice. For the purpose ofcomputing the discount earned, payment shall be considered to havebeen made on the date which appears on the payment check or the dateon which an electronic funds transfer was made.

(j) Risk of loss. Unless the contract specifically providesotherwise, risk of loss or damage to the supplies provided underthis contract shall remain with the Contractor until, and shall passto the Government upon:

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

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

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

(1) Termination for the Government's convenience. The Governmentreserves the right to terminate this contract, or any part hereof,for its sole convenience. In the event of such termination, theContractor shall immediately stop all work hereunder and shallimmediately cause any and all of its suppliers and subcontractors tocease work. Subject to the terms of this contract, the Contractorshall be paid a percentage of the contract price reflecting thepercentage of the work performed prior to the notice of termination,

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DR-99.-0366

plus reasonable charges the Contractor can demonstrate to thesatisfaction of the Government using its standard record keepingsystem, have resulted from the termination. The Contractor shall notbe required to comply with the cost accounting standards or contractcost principles for this purpose. This paragraph does not give theGovernment any right to audit the Contractor's records. TheContractor shall not be paid for any work performed or costsincurred which reasonably could have been avoided.

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

(n) Title. Unless specified elsewhere in this contract, title toitems furnished under this contract shall pass to the Governmentupon acceptance, regardless of when or where the Government takesphysical possession.

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

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

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

(r) Compliance with laws unique to Government contracts. TheContractor agrees to comply with 31 U.S.C. 1352 relating tolimitations on the use of appropriated funds to influence certainFederal contracts; 18 U.S.C. 431 relating to officials not tobenefit; 40 U.S.C 327, et seq., Contract Work Hours and SafetyStandards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C.265 and 10 U.S.c. 2409 relating to whistle blower protections; 4940118, Fly American; and 41 U.S.c. 423 relating to procurement

(s) Order of precedence. Any inconsistencies in thissolicitation or contract shall be resolved by giving precedence inthe following order: (1) the schedule of supplies/services; (2) theAssignments, Disputes, Payments, Invoice, Other Compliances, andCompliance with Laws Unique to Government Contracts paragraphs ofthis clause; (3) the clause at 52.212-5; (4) addenda to thissolicitation or contract, including any license agreements forcomputer software; (5) solicitation provisions if this is a

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solicitation; (6) other paragraphs of this clause; (7) the StandardForm 1449; (8) other documents, exhibits, and attachments; and (9)the specification.

A.4 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TOIMPLEMENT STATUTES OR EXECUTIVE ORDERS--COHMERCIAL ITEMS(MAY 1999)

(a) The Contractor agrees to comply with the following FARclauses, which are incorporated in this contract by reference, toimplement provisions of law or Executive orders applicable toacquisitions of commercial items:

(1) 52.222-3, Convict Labor (E.O. 11755); and

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

(b) The Contractor agrees to comply with the FAR clauses in thisparagraph (b) which the contracting officer has indicated as beingincorporated in this contract by reference to implement provisionsof law or executive orders applicable to acquisitions of commercialitems or components:

(Contracting Officer shall check as appropriate.)

[ I (1) 52.203-6, Restrictions on Subcontractor Sales tothe Government, with Alternate I (41 U.S.C. 253g and 10 U.S.C.

[ ] (2) 52.219-3, Notice of HUBZone Small BusinessSet-Aside (Jan 1999).

[ 1 ] (3) 52.219-4, Notice of Price Evaluation Preferencefor HUBZone Small Business Concerns (Jan 1999) (if the offerorwaive the preference, it shall so indicate in its offer).

I ] (4) (i) 52.219-5, Very Small Business Set-Aside (Pub.403, section 304, Small Business Reauthorization and Amendments Actof 1994).

[ (ii) Alternate I to 52.219-5.

[ ] (iii) Alternate II to 52.219-5.

[ ] (5) 52.219-8, Utilization of Small Business Concerns(15 U.S.C. 637 (d)(2) and (3)).

[ ] (6) 52.219-9, Small Business Subcontracting Plan (15637(d)(4)).

[ ] (7) 52.219-14, Limitations on Subcontracting (15637(a)(14)).

[ I (8)(i) 52.219-23, Notice of Price Evaluation

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Adjustment for Small Disadvantaged Business Concerns (Pub. L.103-355, section 7102, and 10 U.S.C. 2323) (if the offeror elects towaive the adjustment, it shall so indicate in its offer).

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

(9) 52.219-25, Small Disadvantaged BusinessParticipation Program--Disadvantaged Status and Reporting (Pub. L.103-355, section 7102, and 10 U.S.C. 2323);

[ ] (10) 52.219-26, Small Disadvantaged BusinessParticipation Program--Incentive Subcontracting (Pub. L. 103-355,section 7102, and 10 U.S.C. 2323).

[XI (11) 52.222-21, Prohibition of Segregated Facilities(Feb 1999).

[XI (12) 52.222-26, Equal Opportunity (E.O. 11246).

[X] (13) 52.222-35, Affirmative Action for Disabled Veteransand Veterans of the Vietnam Era (38 U.S.C. 4212).

[XI (14) 52.222-36, Affirmative Action for Workers withDisabilities (29 U.S.C. 793).

[ ] (15) 52.222-37, Employment Reports on Disabled Veteransand Veterans of the Vietnam Era (38 U.S.C. 4212).

[XI (16) 52.225-3, Buy American Act. Supplies (41 U.S.C. 10).

[ ] (17) 52.225-9, Buy American Act. Trade Agreements Act.Balance of Payments Program (41 U.S.C. 10, 19 U.S.C. 2501-2582).

(18). [Reserved)

[ ] (19) 52.225-18, European Union Sanctions for EndProducts (E.O. 12849).

[ I (20) 52.225-19, European Union Sanctions forServices (E.O. 12849).

[ ] (21)(i) 52.225-21, Buy American Act. North American FreeTrade Agreement Implementation Act--Balance of Payments Program (41U.S.C. 10, Pub. L. 103-187).

[ ] (ii) Alternate I of 52.225-21.

[ ] (22) 52.232-33, Payment by Electronic Funds Transfer--Central Contractor Registration (31 U.S.C. 3332).

[ 1 (23) 52.232-34, Payment by Electronic Funds Transfer--Other than Central Contractor Registration (31 U.S.C. 3332).

[ ] (24) 52.232-36, Payment by Third Party (31 U.S.C. 3332).

[ ] (25) 52.239-1, Privacy or Security Safeguards (5 U.S.C.

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552a) . -

[ J (26) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (46 U.S.C. 1241).

(c) The Contractor agrees to comply with the FAR clauses in thisparagraph (c), applicable to commercial services, which theContracting Officer has indicated as being incorporated in thiscontract by reference to implement provisions of law or executiveorders applicable to acquisitions of commercial items or components:

(Contracting Officer check as appropriate.)

[ ] (1) 52.222-41, Service Contract Act of 1965, As amended(41 U.S.C. 351, et seq.).

[I ] (2) 52.222-42, Statement of Equivalent Rates forFederal Hires (29 U.S.C. 206 and 41.U.S.C. 351, et seq.).

[ 1 (3) 52.222-43, Fair Labor Standards Act and ServiceContract Act--Price Adjustment (Multiple Year and Option Contracts)(29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

[ ] (4) 52.222-44, Fair Labor Standards Act and ServiceContract Act--Price Adjustment (29 U.S.C. 206 and 41 U.S.C. 351, et

[ ] (5) 52.222-47, SCA Minimum Wages and Fringe BenefitsApplicable to Successor Contract Pursuant to Predecessor ContractorCollective Bargaining Agreement (CBA) (41 U.S.C. 351, et seq.).

(d) Comptroller General Examination of Record. The Contractoragrees to comply with the provisions of this paragraph (d) if thiscontract was awarded using other than sealed bid, is in excess ofthe simplified acquisition threshold, and does not contain theclause at 52.215-2, Audit and Records--Negotiation.

(1) The Comptroller General of the United States, or anauthorized representative of the Comptroller General, shall haveaccess to and right to examine any of the Contractor's directlypertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at allreasonable times the records, materials, and other evidence for.examination, audit, or reproduction, until 3 years after finalpayment under this contract or for any shorter period specified inFAR Subpart 4.7, Contractor Records Retention, of the other clausesof this contract. If this contract is completely or partiallyterminated, the records relating to the work terminated shall bemade available for 3 years after any resulting final terminationsettlement. Records relating to appeals under the disputes clause orto litigation or the settlement of claims arising under or relatingto this contract shall be made available until such appeals,litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents,accounting procedures and practices, and other data, regardless of

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type and regardless of form. This does not require the Contractor tocreate or maintain any record that the Contractor does not maintainin the ordinary course of business or pursuant to a provision oflaw.

(e) Notwithstanding the requirements of the clauses inparagraphs (a), (b), (c) or (d) of this clause, the Contractor isnot required to include any FAR clause, other than those listedbelow (and as may be required by an addenda to this paragraph toestablish the reasonableness of prices under Part 15), in asubcontract for commercial items or commercial components--

(1) 52.222-26, Equal Opportunity (E.O. 11246);

(2) 52.222-35, Affirmative Action for Disabled Veterans andVeterans of the Vietnam Era (38 U.S.C. 4212);

(3) 52.222-36, Affirmative Action for Workers with DisabilitiesU.S.C. 793); and

(4) 52.247-64, Preference for Privately Owned U.S.-FlagCommercial Vessels (46 U.S.C. 1241) (flow down not required forsubcontracts awarded beginning May 1, 1996).

2052.209-73 CONTRACTOR ORGANIZATIONAL CONFLICTS OFINTEREST

A.5 ELECTRONIC PAYMENT

The Debt Collection Improvement Act of 1996 requires that allpayments except IRS tax refunds be made by Electronic FundsTransfer. It is the policy of the Nuclear Regulatory Commissionto pay vendors by the Automated Clearing House (ACH) electronictransfer payment system. The electronic system is known as VendorExpress. Payment shall be made in accordance with FAR 52.232-33,entitled "Mandatory Information for Electronic Funds Transfer

To receive payment, the contractor shall complete the "CompanyInformation" portion of the Standard Form 3881, entitled "ACHVendor/Miscellaneous Payment Enrollment Form" found as an attachmentto this document. The contractor shall take the form to the ACHat the financial institution that maintains its company's bankcontractor shall discuss with the ACH Coordinator how the paymentidentification information (addendum record) will be passed to themthe payment is received by the financial institution. Furtherconcerning the addendum is provided at Attachment A. The ACNCoordinator should fill out the "Financial Institution Information"of the form and return it to the Office of the Controller at theaddress: Nuclear Regulatory Commission, Division of Accounting andFinance, Financial Operations Section, Mail Stop T-9-H-4,DC 20555, ATTN: ACH/Vendor Express. It is the responsibility ofcontractor to ensure that the financial institution returns thecompleted form to the above cited NRC address. If the contractorcan provide the financial information, signature of the financial

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institutions ACH Coordinator is not required. The NRC is under noobligation to send reminders. Only after the Office of thehas processed the contractor's sign-up form will the contractor beeligible to receive payments.

Once electronic funds transfer is established for paymentsby NRC, the contractor needs to submit an additional SF 3881 only toreport changes to the information supplied.

Questions concerning ACH/Vendor Express should be directed to theFinancial Operations staff at (301) 415-7520."

A.6 SEAT BELTS

Contractors, subcontractors, and grantees, are encouraged toadopt and enforce on-the-job seat belt policies and programs fortheir employees when operating company-owned, rented, or personallyowned vehicles.

A.7 2052.215-70 KEY PERSONNEL

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

Project ManagerProducerDirectorScriptwriterVideographer

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

(b) If one or more of the key personnel, for whatever reason,becomes, or is expected to become, unavailable for work under thiscontract for a continuous period exceeding 30 work days, or isexpected to devote substantially less effort to the work thanindicated in the proposal or initially anticipated, the contractorshall immediately notify the contracting officer and shall, subjectto the concurrence of the contracting officer, promptly replace thepersonnel with personnel of at least substantially equal ability andqualifications.

(c) Each request for approval of substitutions must be in writing 'and contain a detailed explanation of the circumstancesnecessitating the proposed substitutions. The request must alsocontain a complete resume for the proposed substitute and otherinformation requested or needed by the contracting officer to

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evaluate the proposed substitution. The contracting officer orhis/her authorized representative shall evaluate the request andpromptly notify the contractor of his or her approval or disapprovalin writing.

(d) If the contracting officer determines that suitable and timelyreplacement of key personnel who have been reassigned, terminated,or have otherwise become unavailable for the contract work is notreasonably forthcoming, or that the resultant reduction ofproductive effort would be so substantial as to impair thesuccessful completion of the contract or the service order, thecontract may be terminated by the contracting officer for default orfor the convenience of the Government, as appropriate. If thecontracting officer finds the contractor at fault for the condition,the contract price or fixed fee may be equitably adjusted downwardto compensate the Government for any resultant delay, loss, ordamage.

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