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PAGEI,. A NOINTERAGENCYAGREEMENTNRC-HQ-84-14-I-00042 ORDER NO.OF13. REQUISITION NO.84. SOLICITATIONNOOCHCO-14-0064B. AWARD DATE5. EFFECTIVE DATE06/10/20147. PERIOD OF PERFORMANCE06/10/201406/10/2014 TO 09/30/20158. SERVICING AGENCY9. DELIVER TOOFFICE OF PERSONNEL MANAGEMENTALC:DUNS: 4:ANDREY KORSAKNUCLEAR REGULATORY COMMISSION11555 ROCKVILLE PIKE1900 E STREET NWROCKVILLE MD 20852WASHINGTONDC 20415GREG WINBOURNE202-606-2844POCTELEPHONENO.10.REQUESTING AGENCY11. INVOICE OFFICEACQUISITION MANAGEMENTDIVISIONUS NUCLEAR REGULATORYALC: 4:DUNS:US NUCLEAR REGULATORY COMMISSIONONE WHITE FLINT NORTHONE WHITEMAILSTOP1155511555 ROCKVILLE PIKEFLINT NRCGOVROCKVILLE MD 20852-2738ROCKVILLE MD 20852-2738POCM'LITA CARRTELEPHONENO.301-287-090912. ISSUING OFFICE13. LEGISLATIVEAUTHORITYEconomy ActUS NRC - HQACQUISITION MANAGEMENT DIVISIONMAIL STOP 3WFN-05-C64MPWASHINGTON DC 20555-000114.PROJECT IDILEARN15. PROJECT TITLEILEARNFY2014-FY2015 RENEWAL16. ACCOUNTING 51B17.ITEM NO18.SUPPLIESISERVICES19.QUANTITY20UNIT21.UNIT PRICE22AMOUNTThe purpose of this InterAgency Agreement is toleverage technology available from the Office ofPersonnel00001Management(OPM)to deliverPlateauAnnualLMS SaaS subscription and iContent renewal.MasterIAA:To requestN/Ainitiatethe renewal of iLearn LMS(Learning Management System)Agreement with OPM.SuccessFactorsAccountingOPM is0.00via Interagencycontracting withto provide the iLearn service.Info:Continued .23. PAYMENT PROVISIONSý24 TOTALAMOUNT 0.0025. SIGNATURE OF GOVERNMENT REPRESENTATIVE (SERVICING)25b. NAME AND TITLE26a SIGNATURE OF GOVERNMENT REPRESENTATIVE (REQUESTING)2c, DATE26b CONTRACTING OFFICERERIKA EAMTFMPlAT - ADAMI&sSUNSI RE"VEW COMPLETE2C DATE06/10/2014090-

BASED-84-84D003-51-H-156-G8425-251B 156,394.70(Subject to Availability of Funds)The total amount of award: 156,394.70. Theobligation for this award is shown in box 24.L.L.L. LOF8

ATTACHMENT 1NRC GENERAL TERMS AND CONDITIONS (GT&C) FOR INTERAGENCY AGREEMENTS (IAA)GeneralGuidance1. Technical DirectionThe NRC Contracting Officer's Representative (COR), as named in the NRC SOW, is responsiblefor ensuring that the services required under this project are delivered in accordance with theterms of the SOW. All technical direction instructions to the Servicing agency must be issuedthrough the COR.Technical direction includes interpreting technical specifications, providing needed details, andsuggesting possible lines of inquiry. Technical direction must not constitute new work or affectoverall project cost or period of performance. Technical direction must be confirmed in writing tothe servicing agency with a copy provided to the cognizant NRC Contracting Officer (CO).2. Billing RequirementsServicing agency shall bill NRC monthly for costs paid in support of NRC projects by theagreement number. The servicing agency shall bill and collect from NRC by an electronic transferof funds through the U.S. Treasury Intergovernmental Payment and Collection System (IPAC).The servicing agency voucher shall identify the NRC agreement number, and the NRC andservicing agency budget and reporting (B&R) numbers.The servicing agency voucher, at a minimum, shall indicate the month that costs were incurred andthe dollar amount of these costs. In some instances because of accrual accounting and otheradjustments, the amounts may differ slightly from the original accrual amount.When the Status Report costs differ from the amount billed, servicing agency shall provide anexplanation of the difference on the voucher.The servicing agency voucher shall be sent to support the IPAC funds transfer. The instructionsmust identify the billable activities as specified by 10 CFR Part 170. The servicing agency voucherand other required documentation shall be submitted toNRC PaymentsU.S. Nuclear Regulatory CommissionOne White Flint North11555 Rockville PikeMailstop 03-E17ARockville, MD 20852-2738Electronic Commercial Vendor and IPAC Payments:Effective immediately, commercial vendors and Federal entities should use the new electronicmailing addresses shown below:Invoice and training billing Email address - NRCPaVments@ NRC.ovIPAC billing Email address - NRCIPAC.Resource@NRC.qov3. Limitation of Funds-3-

NRC is not obligated to reimburse the servicing agency for costs incurred by its contractors inexcess of the total amount obligated by an appropriately executed IAA form. The NRC ContractingOfficer will formally notify the servicing agency of any projects that are intended to be phased outor terminated as soon as such intent is known, preferably at least 30 days before the proposedtermination date. For IAAs with fixed performance periods, the servicing agency should assumethat the program will terminate on the last day of the period specified on the IAA form.If at any time the servicing agency has reason to believe that the costs will exceed the total amountauthorized, the servicing agency must notify the NRC CO. In the absence of formal NRCinstructions to continue or to terminate a work order, the servicing agency will notify the NRC CO inwriting when the accrued costs of any NRC Order approaches 75 percent of the authorized fundinglevel provided on the IAA form.The notification should include the estimated date when the accrued costs will equal the authorizedfunds, and may, if appropriate, recommend or request the NRC action desired. After thisnotification, the NRC will evaluate costs incurred against technical progress and, if necessary, will:--Increase funding authorizationChange the scope of the workChange the period of performanceTerminate the projectThe servicing agency shall notify the NRC CO in writing when it is anticipated that the work cannotbe completed within the period of performance indicated on the IAA form. Notification shall bemade in sufficient time to allow for the issuance of a modification to the IAA authorizing anextension of the work period to the date necessary to complete the authorized work. Ifthe period ofperformance is not extended, the NRC CO shall notify the servicing agency via issuance of amodification for closeout of the IAA.4. Acquired Material,Equipment, or Software (Property)Under the terms and conditions of this contractual agreement, all agency/user data includingtraining completions, student records, bookmarks, and user profile data are the property of theNRC as the client agency. The client agency understands and accepts that they are buying into a"Shared Systems Applications" environment and are purchasing this as a "Service" and have norights or ownership of any/all applications or application extensions developed or customizedduring this contractual engagement.At the end of any contract Period of Performance (POP) if/when the agency determines not torenew services and terminates the existing contractual agreement, the agency's data will beexported and provided to the agency in a comma delimited flat file format within 5 working days ofcontract expiration.The agency assumes ALL responsibility and costs associated with the successful migration of theagencies data into fully functional replacement systems environment.The Assessment of Security Controls and Authorization of Operation (A&A) is designated toUSALearning dedicated environment. That Authorization of Operation and the supporting securitydocumentation ARE NOT reproducible or transferable under any circumstances.-4-

The applications environment to include ANY agency specific customizations e.g.: customelectronic forms, tailored database functions, customized reports, site layout, themes, cascadingstyle sheets, JavaScript, HTML, DTML, PHP code, and other infrastructure software areproprietary to USALearning and are owned by USALearning.5. Software DevelopmentSystems development efforts shall comply with applicable Government-wide FederalInformation Processing Standards developed by the National Institute of Standards andTechnology, applicable public laws, Office of Management and Budget circulars, and NRC policiesand procedures. Particular attention is necessary to incorporate security features in the design ofsystems that process sensitive data. The format of software deliverables is specified in NRCBulletin 0904-4. If any deliverable is provided on diskette, the diskette shall be scanned for virusesby the contractor and verified to be free of viruses before delivery to NRC. All softwaredevelopment, modification, or maintenance tasks shall follow general guidance provided inNUREG/BR-0167, "Software Quality Assurance Program and Guidelines." NRC shall advise theservicing agency Patent Counsel with respect to any rights in the software that NRC desires underany particular project, which rights include NRC imposing restrictions on use, and distribution ofthe software by servicing agency.6. Stop-Work OrderThe NRC CO may, at any time, by written modification to the servicing agency, require theservicing agency to stop all or any part of the work called for by this work order for a period of up to90 days after the order modification is delivered to the servicing agency, and for any further periodto which the parties may agree. Any such order will be specifically identified as a "stop-work order"issued pursuant to this clause. Upon receipt of such an order, the servicing agency shall forthwithcomply with its terms and take all reasonable steps to minimize the incurrence of cost allocable tothe work covered by the order during the period of work stoppage.Within a period of 90 days after a stop-work order is delivered to servicing agency or within anyextension of that period to which the parties shall have agreed the office shall either:Cancel the stop-work orderTerminate the work covered by this work orderIf a stop-work order issued under this clause is cancelled or the period of the stop-work order orany extension thereof expires, servicing agency will authorize the resumption of the work. Anadjustment will be made in the delivery schedule or cost, or both, and the Order must be modifiedin writing accordingly. If a stop-work order is not cancelled and the work covered by the order isterminated in accordance with the terms of the GT&C section of the IAA, costs resulting from thestop-work order will be allowed in arriving at the termination settlement.Attachment 2STATEMENT OF WORK-5-

BACKGROUND:Nuclear Regulatory Commission (NRC) is using SuccessFactors (previously Plateau) LearningManagement System (LMS) version 6.3 (update 14) to deliver classroom and online trainingactivities. NRC is looking to renew the license agreement and continue to use SuccessFactors LMS.SCOPE:Under this contract, the contractor shall provide access for 4,250 users and 1,500 contractor accessto the following summary of requirements:SUMMARY OF REOUIREMENTS:Plateau/SuccessFactors Annual LMS SaaS*Includes LMS, SF 182 and IDP License, annualmaintenance, technical upgrades, hosting as wellas technical upgrades and 10 Managed ServiceUnits per quarter.) Users 4,250Contractors 1,50012 months2iContent - Custom Courses150 custom courses12 months3iContent - SkillSoft Hosting3000 courses12 monthsPERIOD OF PERFOMANCEThe period of performance for each task is documented in Section 3: Summary of Requirementssection of this document. NRC may elect, at its sole discretion, to extend this period ofperformance as necessary.Detailed DescriptionPlateau/SuccessFactors Annual LMS SaaSLicense and upgradesSaaS pricing should include annual license cost, two technical upgrades and all available monthlyupdates during the contract period, with limited support for configuration workshops and trainingfor these upgrades. NRC should have the Opt Out capability for upgrades as long as that upgradehas not become obsolete (Plateau Product Management EOM - end of maintenance).Managed Services Units-6-