**EXHIBIT \"A\"**

**GENERAL CONDITIONS**

**TABLE OF CONTENTS**

[GC]{.underline} [Title]{.underline} [Page]{.underline}

[GC-1 INDEPENDENT CONTRACTOR (May 2007)
3](#gc-1-independent-contractor-may-2007)

[GC-2A AUTHORIZED REPRESENTATIVES AND NOTICES (May 2007)
3](#gc-2a-authorized-representatives-and-notices-may-2007)

[GC-4 SUBCONTRACT INTERPRETATION (May 2007)
3](#gc-4-subcontract-interpretation-may-2007)

[GC-5A NOTICE TO PROCEED (May 2007)
3](#gc-5a-notice-to-proceed-may-2007)

[GC-6 ORDER OF PRECEDENCE (May 2007)
4](#gc-6-order-of-precedence-may-2007)

[GC-7 STANDARDS AND CODES (May 2007)
4](#gc-7-standards-and-codes-may-2007)

[GC-8B LAWS AND REGULATIONS (May 2007)
4](#gc-8b-laws-and-regulations-may-2007)

[GC-9 PERMITS (May 2007) 4](#gc-9-permits-may-2007)

[GC-10 TAXES (May 2007) 5](#gc-10-taxes-may-2007)

[GC-10B NEW MEXICO GROSS RECEIPTS TAX (May 2007)
5](#gc-10b-new-mexico-gross-receipts-tax-may-2007)

[GC-11 LABOR, PERSONNEL AND WORK RULES (May 2007)
5](#gc-11-labor-personnel-and-work-rules-may-2007)

[GC-12 COMMERCIAL ACTIVITIES (May 2007)
6](#gc-12-commercial-activities-may-2007)

[GC-13 NONDISCLOSURE (June 2007) 6](#gc-13-nondisclosure-june-2007)

[GC-14 PUBLICITY AND ADVERTISING (May 2007)
6](#gc-14-publicity-and-advertising-may-2007)

[GC-15A SAFETY AND HEALTH (May 2007)
7](#gc-15a-safety-and-health-may-2007)

[GC-16 ENVIRONMENTAL REQUIREMENTS (May 2007)
7](#gc-16-environmental-requirements-may-2007)

[GC-24 SUPERINTENDENCE BY SUBCONTRACTOR (May 2007)
8](#gc-24-superintendence-by-subcontractor-may-2007)

[GC-31A INSPECTION AND TESTING (May 2007)
8](#gc-31a-inspection-and-testing-may-2007)

[GC-35B CHANGES (May 2007) 8](#gc-35b-changes-may-2007)

[GC-36 DISPUTES (May 2007) 9](#gc-36-disputes-may-2007)

[GC-37 BANKRUPTCY (May 2007) 11](#gc-37-bankruptcy-may-2007)

[GC-38 RECORDS AND AUDIT (May 2007)
11](#gc-38-records-and-audit-may-2007)

[GC-39B WARRANTY (May 2007) 12](#gc-39b-warranty-may-2007)

[GC-40 BACKCHARGES (May 2007) 13](#gc-40-backcharges-may-2007)

[GC-41A INDEMNITY (May 2007) 14](#gc-41a-indemnity-may-2007)

[GC-42 PATENT AND INTELLECTUAL PROPERTY INDEMNITY (May 2007)
14](#gc-42-patent-and-intellectual-property-indemnity-may-2007)

[GC-43 ASSIGNMENTS AND SUBCONTRACTS (May 2007)
15](#gc-43-assignments-and-subcontracts-may-2007)

[GC-44A SUSPENSION (May 2007) 15](#gc-44a-suspension-may-2007)

[GC-45 EXPORT COMPLIANCE (May 2007)
16](#gc-45-export-compliance-may-2007)

[GC-46 GOVERNMENT RESTRICTED PARTIES AND COMMODITIES (May 2007)
16](#gc-46-government-restricted-parties-and-commodities-may-2007)

[GC-47A TERMINATION (May 2007) 18](#gc-47a-termination-may-2007)

[GC-49A FINAL INSPECTION AND ACCEPTANCE (May 2007)
18](#gc-49a-final-inspection-and-acceptance-may-2007)

[GC-50A NON-WAIVER (May 2007) 18](#gc-50a-non-waiver-may-2007)

[GC-51 REPRESENTATIONS AND CERTIFICATIONS (May 2007)
19](#gc-51-representations-and-certifications-may-2007)

[GC-52 ADMINISTRATIVE CLOSE-OUT PROCEDURES (May 2007)
19](#gc-52-administrative-close-out-procedures-may-2007)

APPENDICES

A-1 REPRESENTATIONS AND CERTIFICATIONS

**[\*]{.mark}** PN: Insert other appendices as required.

EXHIBIT \"A\"

SERVICES SUBCONTRACT

GENERAL CONDITIONS

# GC-1 INDEPENDENT CONTRACTOR (May 2007) 

SUBCONTRACTOR represents that it is fully experienced, properly
qualified, registered, licensed, equipped, organized, and financed to
perform the Work under this subcontract. SUBCONTRACTOR shall act as an
independent contractor and not as the agent of CONTRACTOR or GOVERNMENT
in performing this subcontract, maintaining complete control over its
employees and all of its suppliers and subcontractors of any tier.
Nothing contained in this subcontract or any lower-tier purchase order
or subcontract awarded by SUBCONTRACTOR shall create any contractual
relationship between any lower-tier supplier or subcontractor and either
CONTRACTOR or GOVERNMENT. SUBCONTRACTOR shall perform the Work hereunder
in accordance with its own methods subject to compliance with the
subcontract.

# GC-2A AUTHORIZED REPRESENTATIVES AND NOTICES (May 2007) 

Unless otherwise specified, all notices and communications in accordance
with or related to this subcontract shall be between authorized
representatives designated in writing by the parties. Notices shall be
in writing and may be served either personally on the authorized
representative of the receiving party, by facsimile, by courier or
express delivery, or by certified mail to the address shown on the face
of this subcontract or as directed by notice.

# GC-4 SUBCONTRACT INTERPRETATION (May 2007) 

All questions concerning interpretation or clarification of this
subcontract or applicable standards and codes, including the discovery
of conflicts, discrepancies, errors or omissions, or the acceptable
performance thereof by SUBCONTRACTOR, shall be immediately submitted in
writing to CONTRACTOR for resolution. Subject to the provisions of the
General Condition titled \"CHANGES,\" all determinations, instructions,
and clarifications of CONTRACTOR shall be final and conclusive unless
determined to have been fraudulent or capricious, or arbitrary, or so
grossly erroneous as necessarily to imply bad faith, or not supported by
substantial evidence.

At all times SUBCONTRACTOR shall proceed with the Work in accordance
with the determinations, instructions, and clarifications of CONTRACTOR.
SUBCONTRACTOR shall be solely responsible for requesting instructions or
interpretations and shall be solely liable for any costs and expenses
arising from its failure to do so.

# GC-5A NOTICE TO PROCEED (May 2007) 

SUBCONTRACTOR shall not commence work on site at LANL prior to receipt
of a formal Notice to Proceed issued by the Contract Administrator. A
Notice to Proceed shall not be issued prior to:

> \(1\) receipt by the CONTRACTOR of a fully executed subcontract with
> the original signatures of both parties;
>
> \(2\) receipt by the CONTRACTOR of certificates of insurance and
> endorsements evidencing that required coverage and limits of insurance
> are in full force and effect;
>
> \(3\) approval by CONTRACTOR of SUBCONTRACTOR'S ES&H Plan submitted in
> accordance with the requirements of Exhibit F; and
>
> \(4\) compliance by SUBCONTRACTOR with any other applicable
> requirements specified in the subcontract.

# GC-6 ORDER OF PRECEDENCE (May 2007) 

All Subcontract Documents and subsequently issued Change Notices/Orders
and Amendments are essential parts of this subcontract and a requirement
occurring in one is binding as though occurring in all. In resolving
conflicts, discrepancies, errors or omissions the following order of
precedence shall be used:

> \(1\) Subcontract Form of Agreement
>
> \(2\) Appendix SFA-1 titled "Government Clauses and DOE Directives
> Incorporated By Reference"
>
> \(3\) Special Condition titled "Modifications To Exhibit \"A\" General
> Conditions" contained in Exhibit "B"
>
> \(4\) Exhibit \"A\" - General Conditions
>
> \(5\) Remainder of Exhibit "B" Special Conditions
>
> \(6\) Exhibit "G" -- Security Requirements PN: Delete reference to
> Exhibit G if not attached and renumber remaining items.
>
> \(7\) Exhibit "F" -- Environmental, Safety and Health Requirements PN:
> Delete reference to Exhibit F if not attached and renumber remaining
> items.
>
> \(8\) Exhibit "H" -- Quality Assurance Requirements PN: Delete
> reference to Exhibit H if not attached and renumber remaining items.
>
> \(9\) Exhibit \"C\" -- Schedule of Quantities and Prices PN: Delete
> reference to Exhibit C if not attached and renumber remaining items.
>
> \(10\) Exhibit \"D\" - Scope of Work
>
> \(11\) Exhibit \"D\" - Technical Specifications PN: Delete reference
> to Exhibit D Technical Specifications if not attached and renumber
> remaining items.
>
> \(12\) Exhibit \"E\" -- Drawings PN: Delete reference to Exhibit E if
> not attached and renumber remaining items.
>
> \(13\) All other subcontract Exhibits

# GC-7 STANDARDS AND CODES (May 2007) 

Wherever references are made in this subcontract to standards or codes
in accordance with which the Work under this subcontract is to be
performed, the edition or revision of the standards or codes current on
the effective date of this subcontract shall apply unless otherwise
expressly stated. In case of conflict between any referenced standards
and codes and any Subcontract Documents, the General Condition titled
"SUBCONTRACT INTERPRETATION" shall apply.

# GC-8B LAWS AND REGULATIONS (May 2007) 

\(a\) All applicable laws, ordinances, statutes, rules, regulations,
orders or decrees in effect at the time the Work under this subcontract
is performed, shall apply to SUBCONTRACTOR and its employees and
representatives. SUBCONTRACTOR shall also comply with DOE Directives,
NNSA Policy Letters, and Laboratory policies and procedures, or parts
thereof, which are identified in the subcontract.

\(b\) If SUBCONTRACTOR discovers any discrepancy or inconsistency
between this subcontract and any law, ordinance, statute, rule,
regulation, order or decree, SUBCONTRACTOR shall immediately notify
CONTRACTOR in writing.

# GC-9 PERMITS (May 2007) 

Except as otherwise specified, SUBCONTRACTOR shall procure and pay for
all permits, licenses, certifications and other applicable governing
authority requirements and inspections, other than inspections performed
by CONTRACTOR or GOVERNMENT or permits which by law or regulation must
be acquired by CONTRACTOR or GOVERNMENT. SUBCONTRACTOR shall furnish any
documentation, bonds, securities, deposits or assistance required to
permit performance of the Work.

# GC-10 TAXES (May 2007) 

\(a\) SUBCONTRACTOR shall pay all taxes, levies, duties and assessments
of every nature due in connection with the Work under this subcontract
and shall make any and all payroll deductions and withholdings required
by law, and hereby indemnifies and holds harmless CONTRACTOR and
GOVERNMENT from any liability on account of any and all such taxes,
levies, duties, assessments and deductions.

\(b\) SUBCONTRACTOR shall with the approval of CONTRACTOR apply for and
obtain for the benefit of the Project any available exemption or
exclusion of the applicable laws for which SUBCONTRACTOR, CONTRACTOR or
GOVERNMENT qualify.

# GC-10B NEW MEXICO GROSS RECEIPTS TAX (May 2007) 

SUBCONTRACTOR is required to pay such New Mexico Gross Receipts Tax
(NMGRT) as may be required by law. CONTRACTOR will issue a New Mexico
Nontaxable Transaction Certificate (NTTC) to all subcontractors who
provide goods or services to CONTRACTOR, on the condition that
SUBCONTRACTOR only use the NTTC as permitted by New Mexico law. In no
event will the payment of NMGRT by SUBCONTRACTOR or its immediate and
lower-tier subcontractors be considered an allowable cost under this
subcontract if SUBCONTRACTOR or its immediate and lower-tier
subcontractors are eligible for applicable deductions or exemptions from
NMGRT under New Mexico law.

# GC-11 LABOR, PERSONNEL AND WORK RULES (May 2007) 

\(a\) SUBCONTRACTOR shall employ only competent and skilled personnel to
perform the Work and shall remove from the Jobsite any SUBCONTRACTOR
personnel determined to be unfit or to be acting in violation of any
provision of this subcontract. SUBCONTRACTOR is responsible for
maintaining labor relations in such manner that there is harmony among
workers and shall comply with and enforce Project and Jobsite
procedures, regulations, work rules and work hours established by
CONTRACTOR and GOVERNMENT.

\(b\) CONTRACTOR may, at its sole discretion, temporarily or permanently
bar from the Work, and any other location within the Los Alamos National
Laboratory (LANL), any employee of SUBCONTRACTOR or any of its
lower-tier subcontractors by written notice to SUBCONTRACTOR. In the
event an employee is excluded from the Jobsite, SUBCONTRACTOR shall,
promptly replace such individual with another who is fully competent and
skilled to perform the Work. SUBCONTRACTOR shall not be entitled to
compensation for any costs resulting from the removal of such employee.

\(c\) SUBCONTRACTOR shall, to the extent permissible under applicable
law, comply with the provisions of all labor agreement(s) which apply to
the Work performed under this subcontract. If required by the terms of
any such labor agreement(s), SUBCONTRACTOR shall, immediately after
subcontract award, agree to comply with and be bound by the terms of
such labor agreement(s).

\(d\) If SUBCONTRACTOR has knowledge that any actual or potential labor
dispute is delaying or threatens to delay the timely performance of this
subcontract, SUBCONTRACTOR shall immediately give notice, including all
relevant information, to CONTRACTOR.

\(e\) SUBCONTRACTOR shall include the substance of this clause in all
lower-tier subcontracts which require work to be performed at LANL.

# GC-12 COMMERCIAL ACTIVITIES (May 2007) 

Neither SUBCONTRACTOR nor its employees shall establish any commercial
activity or issue concessions or permits of any kind to third parties
for establishing commercial activities on the Jobsite or any other lands
owned or controlled by CONTRACTOR or GOVERNMENT.

# GC-13 NONDISCLOSURE (June 2007) 

\(a\) Written, oral, electronic, or any other manner of communication by
the SUBCONTRACTOR of information, material, data, charts, graphs, or
records obtained, developed or maintained under this subcontract is
prohibited, except as approved in writing in advance by the Contract
Administrator, unless:

> \(1\) The information is known to SUBCONTRACTOR prior to obtaining the
> same from CONTRACTOR or GOVERNMENT;
>
> \(2\) The information is, at the time of disclosure by SUBCONTRACTOR,
> then in the public domain; or
>
> \(3\) The information is obtained by SUBCONTRACTOR from a third party
> who did not receive same, directly or indirectly from CONTRACTOR or
> GOVERNMENT and who has no obligation of secrecy with respect thereto.

\(b\) SUBCONTRACTOR further agrees that it will not, without the prior
written consent of CONTRACTOR, disclose to any third party any
information developed or obtained by SUBCONTRACTOR in the performance of
this subcontract except to the extent that such information falls within
one of the categories described in 1 through 3 above.

\(c\) If so requested by CONTRACTOR, SUBCONTRACTOR further agrees to
require its employees to execute a nondisclosure agreement prior to
performing any work under this subcontract.

\(d\) SUBCONTRACTOR agrees to include a similar requirement in all
lower-tier subcontracts. All requests for authorization to release
information by lower-tier subcontractors shall be subject approval of
CONTRACTOR.

# GC-14 PUBLICITY AND ADVERTISING (May 2007) 

SUBCONTRACTOR shall not make any announcement, take any photographs, or
release any information concerning this subcontract, or the Project, or
any part thereof to any member of the public, press, business entity, or
any official body unless prior written consent is obtained from
CONTRACTOR.

# GC-15A SAFETY AND HEALTH (May 2007) 

\(a\) SUBCONTRACTOR shall be solely responsible for conducting
operations under this subcontract to avoid risk of harm to the health
and safety of persons and property and for inspecting and monitoring all
its equipment, materials and work practices to ensure compliance with
its obligations under this subcontract.

\(b\) SUBCONTRACTOR shall be solely responsible for implementing an
Environmental, Safety and Health Plan (ES&H Plan) as set forth in
Exhibit F titled "ENVIRONMENTAL, SAFETY, AND HEALTH REQUIREMENTS.

\(c\) To the extent allowed by law, SUBCONTRACTOR shall assume all
responsibility and liability with respect to all matters regarding the
safety and health of its employees and the employees of SUBCONTRACTOR'S
suppliers and subcontractors of any tier, with respect to the risks
under this subcontract.

\(d\) SUBCONTRACTOR'S failure to correct any unsafe condition or unsafe
act by its employees, suppliers or subcontractors of any tier may, at
the sole discretion of CONTRACTOR, be grounds for an order by CONTRACTOR
to stop the affected work or operations until the unsafe act or
condition is corrected to CONTRACTOR'S satisfaction at SUBCONTRACTOR'S
expense.

\(e\) If the unsafe act or condition continues despite notice and
reasonable opportunity to effect a resolution, CONTRACTOR may, at its
sole discretion, correct the unsafe act or condition at SUBCONTRACTOR'S
expense pursuant to the General Condition titled "BACKCHARGES" or
terminate this subcontract pursuant to the General Condition titled
"TERMINATION."

\(f\) Unless otherwise specified by CONTRACTOR, SUBCONTRACTOR shall
furnish all safety equipment required for the Work, require the use of
such safety equipment, and provide safety instructions to its employees.
All safety equipment must be manufactured to a standard acceptable to
CONTRACTOR as set forth in the Special Condition titled "ENVIRONMENTAL,
SAFETY, AND HEALTH REQUIREMENTS."

\(g\) SUBCONTRACTOR shall maintain accident and injury records as
required by applicable laws and regulations. Such records will be made
available to CONTRACTOR upon request. SUBCONTRACTOR shall furnish
CONTRACTOR with a weekly and monthly summary of accidents, injuries, and
labor hours lost to work related injuries of its employees and employees
of SUBCONTRACTOR'S suppliers and subcontractors of any tier, in a form
and format designated by CONTRACTOR.

\(h\) SUBCONTRACTOR shall immediately report to CONTRACTOR any death,
injury or damage to property incurred or caused by SUBCONTRACTOR'S
employees and employees of SUBCONTRACTOR'S suppliers and subcontractors
of any tier.

# GC-16 ENVIRONMENTAL REQUIREMENTS (May 2007) 

\(a\) Throughout performance of the Work, SUBCONTRACTOR shall conduct
all operations in such a way as to minimize impact upon the natural
environment and prevent any spread or release of contaminated or
hazardous substances.

\(b\) SUBCONTRACTOR shall be responsible for complying with Exhibit F,
Environmental, Safety and Health Requirements.

\(c\) SUBCONTRACTOR'S obligations under the General Condition titled
"INDEMNITY" apply to any liability arising in connection with or
incidental to SUBCONTRACTOR'S performance or failure to perform as
provided in this clause.

# GC-24 SUPERINTENDENCE BY SUBCONTRACTOR (May 2007) 

At all times during performance of this Subcontract and until the Work
is completed and accepted, SUBCONTRACTOR shall directly superintend the
Work or assign and have on site a competent superintendent who is
satisfactory to CONTRACTOR and has authority to act for SUBCONTRACTOR.

All Work under this Subcontract shall be performed in a skillful and
workmanlike manner. SUBCONTRACTOR is responsible for maintaining
standards of employee competency, conduct and integrity satisfactory to
CONTRACTOR. CONTRACTOR may require SUBCONTRACTOR to remove from the Work
any employee designated by the CONTRACTOR.

# GC-31A INSPECTION AND TESTING (May 2007) 

\(a\) All equipment and material furnished and work performed shall be
properly inspected by SUBCONTRACTOR at its expense and shall at all
times be subject to quality surveillance and quality audit by
CONTRACTOR, GOVERNMENT or their authorized representatives who, upon
reasonable notice, shall be afforded full and free access to the shops,
factories or other places of business of SUBCONTRACTOR and its suppliers
and subcontractors of any tier for such quality surveillance or audit.
If any equipment, material or work is determined by CONTRACTOR or
GOVERNMENT to be defective or not in conformance with this subcontract
the provisions of the General Condition titled \"WARRANTY\" shall apply.

\(b\) Unless otherwise provided in the subcontract, testing of
equipment, materials or work shall be performed by SUBCONTRACTOR at its
expense and in accordance with subcontract requirements. Should tests in
addition to those required by this subcontract be desired by CONTRACTOR,
SUBCONTRACTOR will be given reasonable notice to permit such testing.
Such additional tests will be at CONTRACTOR\'S expense.

\(c\) SUBCONTRACTOR shall furnish samples as requested and shall provide
reasonable assistance and cooperation necessary to permit tests to be
performed on materials or work in place including reasonable stoppage of
work during testing.

# GC-35B CHANGES (May 2007) 

\(a\) CONTRACTOR may at any time, without notice to the sureties if any,
unilaterally direct in writing subcontract changes, including additions,
deletions, rescheduling and acceleration or deceleration, place of
performance, to all or any part of the Work, and SUBCONTRACTOR agrees to
perform such work as changed.

\(b\) If any change under this clause, whether or not changed by any
such order, or an act or omission of CONTRACTOR or GOVERNMENT, directly
or indirectly causes an increase or decrease in the cost of or in the
time required to perform any part of the Work an equitable adjustment
shall be made to pricing or time of performance, or both. SUBCONTRACTOR
shall, within thirty (30) calendar days of such change or act or
omission, notify CONTRACTOR and submit detailed information
substantiating its impact. SUBCONTRACTOR waives its rights, if any, to
an equitable adjustment if it fails to comply with the requirements of
this subclause. Upon agreement as to the impact of the change or act or
omission, the subcontract shall be modified accordingly.

\(c\) SUBCONTRACTOR shall proceed diligently with performance of the
Work, pending final resolution of any request for adjustment, dispute,
claim, appeal, or action arising under the subcontract, and comply with
any decision of CONTRACTOR.

# GC-36 DISPUTES (May 2007) 

\(a\) *[Definitions]{.underline}.* For purposes of this clause:

> "Board" means the Civilian Board of Contract Appeals or such successor
> Board as may be established by law.
>
> "Arbitration decision" means a decision of the Board in an arbitration
> pursuant to this clause.
>
> "Claim" means a written demand or written assertion by either
> contracting party seeking as a matter of right, the payment of money
> in a sum certain, the adjustment or interpretation of a subcontract
> term, or other relief arising under, or relating to, this subcontract.
> A voucher, invoice, or other request for payment or equitable
> adjustment under the terms of the subcontract that is not in dispute
> when submitted is not a claim. The SUBCONTRACTOR may convert such
> submission into a claim if it is disputed either as to liability or
> amount, or is not acted upon in a reasonable time, by demanding a
> decision by the Contract Administrator.
>
> "Counterclaim" means a claim asserted in a pleading filed with the
> Board in an arbitration proceeding pursuant to this clause which
> arises from the same occurrence or transaction that is the subject
> matter of the opposing party's claim. Counterclaims do not need to be
> submitted to the Contract Administrator for decision.

\(b\) *[Nature of the Subcontract]{.underline}.* This subcontract is not
a Government contract and, therefore, is not subject to the Contract
Disputes Act of 1978 (41 U.S.C. §§601-613). The SUBCONTRACTOR
acknowledges that GOVERNMENT is not a party to the subcontract, and, for
purposes of the subcontract CONTRACTOR is not an agent of GOVERNMENT.
Consequently, the provision for arbitration by the Board, as provided
for in this clause, does not create or imply the existence of privity of
contract between the SUBCONTRACTOR and GOVERNMENT.

\(c\) *[Scope of Clause]{.underline}.* The rights and procedures set
forth in this clause are the exclusive rights and procedures for
resolution of all claims and disputes arising under, or relating to,
this subcontract, and no action based upon any claim or dispute arising
under, or relating to, this subcontract shall be brought in any court
except as provided in this clause. The parties shall be bound by any
arbitration decision rendered pursuant to this clause, which shall be
vacated, modified, or corrected only as provided in the Federal
Arbitration Act (9 U.S.C. §§1-16). An arbitration decision may only be
enforced in any court of competent jurisdiction in the State of New
Mexico.

\(d\) *[Filing a Claim/Contract Administrator's Decision]{.underline}.*

> \(1\) Unless otherwise provided in this subcontract, the SUBCONTRACTOR
> must file any claim against CONTRACTOR within 60 Days after the
> SUBCONTRACTOR knew or should have known the facts giving rise to the
> claim. Failure to file a claim within the period prescribed by this
> paragraph shall constitute a waiver of the SUBCONTRACTOR'S right, if
> any, to an equitable adjustment under the subcontract.
>
> \(2\) The SUBCONTRACTOR shall submit any claim in writing to the
> Contract Administrator who shall issue a decision on the matter within
> 60 Days of receipt of the claim. If the Contract Administrator fails
> to issue a decision within 60 Days, the SUBCONTRACTOR may request
> mediation or demand for arbitration as provided in paragraphs (e) and
> (f) of this clause.
>
> \(3\) CONTRACTOR may, at any time prior to final payment under the
> subcontract or expiration of any warranty period, whichever is later,
> file a claim against the SUBCONTRACTOR by issuing a written decision
> by the Contract Administrator asserting such a claim.
>
> \(4\) The decision of the Contract Administrator shall be final and
> conclusive unless the SUBCONTRACTOR requests mediation or demands
> arbitration in accordance with the terms of this clause.

\(e\) *[Request for Mediation]{.underline}.*

> \(1\) If the decision of the Contract Administrator is not
> satisfactory to the SUBCONTRACTOR, or the Contract Administrator has
> failed to timely issue a decision in accordance with subparagraph (d)
> 2) of this provision, and the Subcontractor desires to pursue further
> action, the SUBCONTRACTOR may request that the matter be scheduled for
> mediation. The request for mediation must be made within 45 Days after
> receipt of the Contract Administrator's decision.
>
> \(2\) If the Contract Administrator believes that mediation of the
> dispute is likely to lead to a satisfactory resolution, he or she will
> so inform the SUBCONTRACTOR and the matter will be scheduled for
> mediation. The parties will agree on the format of the mediation and
> will jointly select the mediator. The cost of the mediator and related
> expenses shall be divided evenly between the parties.
>
> \(3\) If the Contract Administrator decides that mediation is not
> likely to lead to a satisfactory resolution of the claim, or that a
> mediation undertaken pursuant to this clause has been unsuccessful, he
> or she will so inform the SUBCONTRACTOR in writing.

\(f\) *[Demand for Arbitration]{.underline}.* If the decision of the
Contract Administrator is not satisfactory to the SUBCONTRACTOR, or if
the SUBCONTRACTOR'S request for mediation has been denied, or a
mediation undertaken pursuant to paragraph (e) of this clause has been
unsuccessful, or the Contract Administrator has failed to timely issue a
decision in accordance with subparagraph (d) (2) of this clause, and the
SUBCONTRACTOR desires to pursue further action, the SUBCONTRACTOR must
submit to the Board a written demand for arbitration of the claim within
45 Days after receipt of the Contract Administrator's decision, or
within 45 Days after the Contract Administrator notifies the
SUBCONTRACTOR that its request for mediation has been denied or that the
mediation undertaken pursuant to paragraph (e) has been unsuccessful,
whichever is later.

\(g\) *[Arbitration Procedures/Costs]{.underline}.* The Board shall
arbitrate the claim and any counterclaims in accordance with the Rules
of the Board. All claims for \$100,000 or less shall be arbitrated under
the Board's Small Claims (Expedited) Procedure. All other claims,
regardless of dollar amount, shall be arbitrated under the Board's
Accelerated Procedure. Both parties shall be afforded an opportunity to
be heard and to present evidence in accordance with the Rules of the
Board. Unless the Board orders otherwise, each party shall pay its own
costs of prosecuting or defending an arbitration before the Board.

\(h\) *[Review of Arbitration Decision]{.underline}.* An arbitration
decision shall be final and conclusive unless a party files a timely
action to vacate, modify, or correct the decision pursuant to the
Federal Arbitration Act.

\(i\) *[Subcontractor Performance Pending Claim
Resolution]{.underline}.* The SUBCONTRACTOR shall proceed diligently
with performance of the subcontract and shall comply with any decision
of the Contract Administrator pending final resolution of any claim or
dispute arising under, or relating to, the subcontract.

\(j\) *[Choice of Law]{.underline}.* The subcontract shall be governed
by federal law as provided in this paragraph. Irrespective of the place
of award, execution, or performance, the subcontract shall be construed
and interpreted, and its validity determined, according to the federal
common law of government contracts as enunciated and applied to prime
government contracts by the federal boards of contract appeals and
federal courts having appellate jurisdiction over their decisions
rendered pursuant to the Contract Disputes Act of 1978. The Federal
Arbitration Act, other federal statutes, and federal rules shall govern
as applicable. To the extent that federal common law of government
contracts is not dispositive, the laws of the State of New Mexico shall
apply.

\(k\) *[Interest]{.underline}.* Interest on amounts adjudicated due and
unpaid by a party shall be paid from the date the complaining party
files a demand for arbitration with the Board. Interest on claims shall
be paid at the rate established by the Secretary of the Treasury of the
United States pursuant to Public Law 92-41 (85 Stat. 97).

# GC-37 BANKRUPTCY (May 2007) 

In the event SUBCONTRACTOR enters into proceedings relating to
bankruptcy, whether voluntary or involuntary, SUBCONTRACTOR agrees to
furnish CONTRACTOR written notification of the bankruptcy within five
(5) days of the proceedings.

# GC-38 RECORDS AND AUDIT (May 2007) 

\(a\) SUBCONTRACTOR shall maintain records and accounts in connection
with the performance of this subcontract which will accurately document
incurred costs, both direct and indirect, of whatever nature for a
period of three (3) years from final payment unless otherwise specified
by applicable law. CONTRACTOR, GOVERNMENT or their representatives shall
have the right to examine and copy, at all reasonable times and with
advance notification, such records and accounts for the purpose of
verifying payments or requests for payment when costs are the basis of
such payment and to evaluate the reasonableness of proposed subcontract
price adjustments and claims.

\(b\) If CONTRACTOR or GOVERNMENT establishes uniform codes of accounts
for the Project, SUBCONTRACTOR shall use such codes in identifying its
records and accounts.

\(c\) For subcontracts in excess of \$100,000.00, FAR clause 52.215-2,
Audit and Records -- Negotiation (JUN 1999) shall also apply, when
included in SFA-1, Government Clauses and DOE Directives Incorporated By
Reference.

# GC-39B WARRANTY (May 2007) 

\(a\) SUBCONTRACTOR warrants that it will perform the services under
this subcontract with the degree of high professional skill, sound
practices and good judgment normally exercised by recognized
professional firms providing services of a similar nature. In addition
to all other rights and remedies which CONTRACTOR or GOVERNMENT may
have, SUBCONTRACTOR shall, at its expense, reperform the services to
correct any deficiencies which result from SUBCONTRACTOR\'S failure to
perform in accordance with the above standards.

\(b\) All equipment and materials, if any, furnished under this
subcontract shall be new, of clear title and of the most suitable grade
of their respective kinds for their intended uses unless otherwise
specified. All workmanship shall be first class and performed in
accordance with sound industry practices acceptable to CONTRACTOR.

\(c\) SUBCONTRACTOR warrants all equipment, materials and services it
furnishes or performs under this subcontract against all defects for a
period from Work commencement to a date twelve (12) months after
acceptance of the Project as a whole by GOVERNMENT.

\(d\) In the event CONTRACTOR or GOVERNMENT discover defects in design,
equipment, materials or workmanship at any time before the expiration of
the specified warranty period, SUBCONTRACTOR shall, upon written notice
from CONTRACTOR or GOVERNMENT and at SUBCONTRACTOR\'S sole expense, cure
any such defect by reperforming defective services and/or workmanship
and repairing or replacing defective equipment and/or materials. All
costs incidental to such corrective action including, but not limited
to, review, access, removal, retesting and reinspection shall be borne
by SUBCONTRACTOR. If SUBCONTRACTOR fails to take corrective action
within a reasonable time, CONTRACTOR or GOVERNMENT may perform the
corrective measures by other reasonable means and SUBCONTRACTOR agrees
to pay CONTRACTOR all actual costs, including labor burden, reasonably
incurred by CONTRACTOR in performing or in having performed corrective
actions in accordance with the General Condition clause titled
"Backcharges". SUBCONTRACTOR further warrants any and all corrective
measures for a period of twelve (12) months following their acceptance
by CONTRACTOR or GOVERNMENT.

# GC-40 BACKCHARGES (May 2007) 

\(a\) CONTRACTOR may, in addition to any other amounts to be retained
hereunder, retain from any sums otherwise owing to SUBCONTRACTOR amounts
sufficient to cover the full costs of any of the following:

> \(1\) SUBCONTRACTOR'S failure to comply with any provision of this
> subcontract or SUBCONTRACTOR'S acts or omissions in the performance of
> any part of this subcontract, including, but not limited to, violation
> of any applicable law, order, rule or regulation, including those
> regarding safety, hazardous materials or environmental requirements;
>
> \(2\) Correction of defective or nonconforming work by redesign,
> repair, rework, replacement or other appropriate means when
> SUBCONTRACTOR states, or by its actions indicates, that it is unable
> or unwilling to proceed with corrective action in a reasonable time;
> and/or
>
> \(3\) CONTRACTOR agrees to or is required to take action or perform
> work for SUBCONTRACTOR, such as cleanup, off-loading or completion of
> incomplete work.

\(b\) CONTRACTOR may also backcharge against SUBCONTRACTOR for work done
or cost incurred to remedy these or any other SUBCONTRACTOR defaults,
errors, omissions or failures to perform or observe any part of this
subcontract or set-offs due CONTRACTOR from the SUBCONTRACTOR as a
result of other subcontracts with CONTRACTOR. CONTRACTOR may, but shall
not be required to, give SUBCONTRACTOR written notice before performing
such actions or work or incurring such cost.

\(c\) The cost of backcharge work shall include:

> \(1\) Incurred CONTRACTOR'S labor costs including all payroll
> additives;
>
> \(2\) Incurred net delivered material costs;
>
> \(3\) Incurred lower-tier supplier and subcontractor costs directly
> related to performing the corrective action;
>
> \(4\) Equipment and tool rentals at prevailing rates in the Jobsite
> area;
>
> \(5\) CONTRACTOR'S Government-approved indirect rates for overhead and
> general and administrative costs, and
>
> \(6\) A reasonable amount for profit on CONTRACTOR'S efforts.

\(d\) CONTRACTOR may request SUBCONTRACTOR\'S concurrence for CONTRACTOR
to proceed with the required action or work but SUBCONTRACTOR'S failure
to concur shall not impair CONTRACTOR\'S right to proceed.

\(e\) CONTRACTOR shall separately invoice or deduct from payments
otherwise due to SUBCONTRACTOR the costs as described. CONTRACTOR\'S
right to backcharge is in addition to any and all other rights and
remedies provided in this subcontract or by law. The performance of
backcharge work by CONTRACTOR shall not relieve SUBCONTRACTOR of any of
its responsibilities under this subcontract including but not limited to
express or implied warranties, specified standards for quality,
contractual liabilities and indemnifications, and meeting the
Subcontract Milestones of the Special Condition titled \"COMMENCEMENT,
PROGRESS AND COMPLETION OF THE WORK.\"

# GC-41A INDEMNITY (May 2007) 

\(a\) To the maximum extent permitted by applicable law, but no further,
SUBCONTRACTOR hereby releases and shall indemnify, defend and hold
harmless CONTRACTOR, GOVERNMENT and their subsidiaries and affiliates
and the officers, agents, employees, successors and assigns and
authorized representatives of all the foregoing from and against any and
all suits, actions, legal or administrative proceedings, claims,
demands, damages, liabilities, interest, attorney\'s fees, costs,
expenses, and losses of whatsoever kind or nature in connection with or
incidental to the performance of this subcontract, whether arising
before or after completion of the Work hereunder and in any manner
directly or indirectly caused, occasioned or contributed to in whole or
in part or claimed to be caused, occasioned or contributed to in whole
or in part, by reason of any act, omission, fault or negligence whether
active or passive of SUBCONTRACTOR, its lower-tier suppliers,
subcontractors or of anyone acting under its direction or control or on
its behalf.

\(b\) The foregoing shall include, but is not limited to, indemnity for:

> \(1\) Property damage and injury to or death of any person, including
> employees of CONTRACTOR, GOVERNMENT or SUBCONTRACTOR.
>
> \(2\) The breach by SUBCONTRACTOR of any representation, warranty,
> covenant, or performance obligation of this subcontract.

\(c\) SUBCONTRACTOR specifically waives any immunity provided against
this indemnity by an industrial insurance or workers\' compensation
statute.

# GC-42 PATENT AND INTELLECTUAL PROPERTY INDEMNITY (May 2007) 

\(a\) SUBCONTRACTOR hereby indemnifies and shall defend and hold
harmless GOVERNMENT, CONTRACTOR, GOVERNMENT, and their representatives
from and against any and all claims, actions, losses, damages, and
expenses, including attorney\'s fees, arising from any claim, whether
rightful or otherwise, that any concept, product, design, equipment,
material, process, copyrighted material or confidential information, or
any part thereof, furnished by SUBCONTRACTOR under this subcontract
constitutes an infringement of any patent or copyrighted material or a
theft of trade secrets.

\(b\) If use of any part of such concept, product, design, equipment,
material, process, copyrighted material or confidential information is
limited or prohibited, SUBCONTRACTOR shall, at its sole expense, procure
the necessary licenses to use the infringing or a modified but
non-infringing concept, product, design, equipment, material, process,
copyrighted material or confidential information or, with CONTRACTOR\'S
prior written approval, replace it with substantially equal but
non‑infringing concepts, products, designs, equipment, materials,
processes, copyrighted material or confidential information; provided,
however,

> \(1\) That any such substituted or modified concepts, products,
> designs, equipment, material, processes, copyrighted material or
> confidential information shall meet all the requirements and be
> subject to all the provisions of this subcontract; and
>
> \(2\) That such replacement or modification shall not modify or
> relieve SUBCONTRACTOR of its obligations under this subcontract.

\(c\) The foregoing obligation shall not apply to any concept, product,
design, equipment, material, process, copyrighted material or
confidential information the detailed design of which (excluding rating
and/or performance specifications) has been furnished in writing by
CONTRACTOR or GOVERNMENT to SUBCONTRACTOR.

# GC-43 ASSIGNMENTS AND SUBCONTRACTS (May 2007) 

\(a\) Any assignment of this subcontract or rights hereunder, in whole
or part, without the prior written consent of CONTRACTOR shall be void,
except that upon ten (10) calendar days written notice to CONTRACTOR,
SUBCONTRACTOR may assign monies due or to become due under this
subcontract, provided that any assignment of monies shall be subject to
proper set-offs in favor of CONTRACTOR and any deductions provided for
in this subcontract.

\(b\) SUBCONTRACTOR shall not subcontract with any third party for the
performance of all or any portion of the Work without the advance
written approval of CONTRACTOR. Purchase orders and subcontracts of any
tier must include provisions to secure all rights and remedies of
CONTRACTOR and GOVERNMENT provided under this subcontract, and must
impose upon the lower‑tier supplier and subcontractor all of the duties
and obligations required to fulfill this subcontract as it relates to
their portion of the Work.

\(c\) Copies of all purchase orders and subcontracts are to be provided
to CONTRACTOR upon request. Pricing may be deleted unless the
compensation to be paid thereunder is reimbursable under this
subcontract.

\(d\) No assignment or subcontract will be approved which would relieve
SUBCONTRACTOR or its sureties, if any, of their responsibilities under
this subcontract.

\(e\) This subcontract may be assigned by CONTRACTOR, in whole or in
part, to GOVERNMENT or to others upon written notice to SUBCONTRACTOR.

# GC-44A SUSPENSION (May 2007) 

\(a\) CONTRACTOR may by written notice to SUBCONTRACTOR suspend the Work
under this subcontract in whole or in part at any time. Upon receipt of
such notice, SUBCONTRACTOR shall discontinue work to the extent
specified in the notice; continue to protect and maintain the Work; and
take any other steps to minimize costs associated with such suspension.

\(b\) Upon receipt of notice to resume suspended work, SUBCONTRACTOR
shall immediately resume performance under this subcontract to the
extent required in the notice.

\(c\) If SUBCONTRACTOR intends to assert a claim for equitable
adjustment under this clause it must, pursuant to the General Condition
titled \"CHANGES\" and within ten (10) calendar days after receipt of
notice to resume work, submit a written notification of claim and within
twenty (20) calendar days thereafter a written proposal setting forth
the impact of such suspension. Any such claim for equitable adjustment
must exclude profit.

# GC-45 EXPORT COMPLIANCE (May 2007) 

\(a\) SUBCONTRACTOR agrees that U.S. export control laws may govern
aspects of the performance of this subcontract, including but not
limited to the Export Administration Regulations (EAR) and the
International Traffic in Arms Regulation (ITAR). SUBCONTRACTOR shall
comply with such regulations and shall not engage in any export
transactions prohibited by these or other U.S. export laws and
regulations.

\(b\) All work produced by SUBCONTRACTOR that is deemed to be export
controlled shall be clearly marked with a legend on each page which
states "Restricted access and distribution pursuant to U.S. export
control laws."

\(c\) The substance of this clause shall be included in all subcontracts
at every tier.

# GC-46 GOVERNMENT RESTRICTED PARTIES AND COMMODITIES (May 2007) 

\(a\) SUBCONTRACTOR acknowledges that all applicable export rules and
regulations of the origin countries shall apply to the exports of
commodities, software and technology (technical data and assistance)
under this subcontract. SUBCONTRACTOR also acknowledges that other rules
and regulations may restrict the use of certain parties under this
subcontract. Such rules and regulations are generally described below.

> \(1\) [Restricted Parties Lists]{.underline}
>
> The U.S. Government, foreign governments and international
> organizations publish Restricted Parties Lists ("Lists") that identify
> parties (such as known or suspected terrorists, money launderers and
> drug traffickers) restricted from certain or all types of
> transactions. SUBCONTRACTOR shall review all applicable Lists prior to
> initiating transactions with any third party for the performance of
> all or any portion of the Work to ensure such third party is not
> identified on any applicable Lists. SUBCONTRACTOR shall not enter into
> any transactions with any third party identified on any applicable
> Lists.
>
> \(2\) [U.S. Export Controlled Information]{.underline}
>
> SUBCONTRACTOR will comply with all U.S. export control laws and
> regulations. The information which CONTRACTOR may disclose to
> SUBCONTRACTOR pursuant to the subcontract may be subject to the
> provisions of the Export Administration Act of 1979 and the U.S.
> Export Administration Regulations (15 C.F.R. 730-774) promulgated
> there under, the U.S. Department of Energy's export regulations (10
> C.F.R. Part 810), the Arms Export Control Act, the International
> Traffic in Arms Regulations, and the sanctions and laws administered
> by the U.S. Treasury Department, Office of Foreign Assets Control
> (OFAC). SUBCONTRACTOR acknowledges that these statutes and regulations
> impose restrictions on the import and export to foreign countries and
> foreign nationals of certain categories of items and data and that
> licenses from the U.S. Department of Energy, U.S. Department of
> Commerce, U.S. State Department and/or OFAC may be required before
> such items or data can be disclosed, and that such licenses may impose
> further restrictions on use of and further disclosure of such data.
>
> \(3\) [Licensing Requirements]{.underline}
>
> \(i\) [General]{.underline}: The United States of America and each
> country have export regulations that control commodities, software and
> technology for various reasons, such as national security, foreign
> policy, anti-terrorism, and to avoid the proliferation of weapons and
> potential weapons, e.g. certain nuclear, chemical or biological
> agents. Numerous countries have export regulations that specifically
> address dual-use items, meaning commercial items with the potential to
> be applied to military and/or weapon proliferation uses. SUBCONTRACTOR
> shall ensure that all necessary export licenses are timely obtained,
> or license exceptions confirmed in writing to CONTRACTOR, prior to the
> export of any commodity, software or technology. SUBCONTRACTOR shall
> provide to CONTRACTOR a copy of any export license obtained upon
> receipt by SUBCONTRACTOR, and in any event prior to the export
> occurring.
>
> \(ii\) [United States of America (USA) Export Licensing
> Requirements]{.underline}: SUBCONTRACTOR is solely responsible for
> obtaining any required USA export licenses for all commodities,
> software, and technology being supplied in the performance of the
> Work, except for any commodity, software or technology supplied by
> CONTRACTOR. A copy of the export license, or SUBCONTRACTOR'S rationale
> as to why a license is not required, shall be provided to CONTRACTOR
> in writing upon receipt of the export license or SUBCONTRACTOR'S
> determination that a license is not required, and in any event prior
> to the export occurring.

\(b\) SUBCONTRACTOR shall be responsible for any delay resulting from
SUBCONTRACTOR'S failure to comply fully and timely with any such rule or
regulation described above.

\(c\) SUBCONTRACTOR hereby agrees to indemnify, defend and hold
CONTRACTOR, GOVERNMENT, each of their respective affiliates and the
respective directors, officers, employees and representatives of each
harmless from and against any and all claims, legal or regulatory
actions, final judgments, reasonable attorneys\' fees, civil fines and
any other losses which any of them may incur as a result of
SUBCONTRACTOR'S failure to comply with its obligations under this
clause.

# GC-47A TERMINATION (May 2007) 

\(a\) CONTRACTOR may by written notice to SUBCONTRACTOR terminate the
Work under this subcontract in whole or in part at any time, either for
CONTRACTOR\'S convenience or for the default of SUBCONTRACTOR. Upon such
termination, all data, plans, specifications, reports, estimates,
summaries, lower-tier purchase orders and subcontracts, completed work
and work in progress, and other information and materials as may have
been accumulated by SUBCONTRACTOR in performing this subcontract shall
become the property of and be delivered to CONTRACTOR. If the
termination is for the convenience of CONTRACTOR an equitable adjustment
in the compensation to be paid SUBCONTRACTOR shall be made based upon
the cost for completed work, work in progress and the costs associated
with termination. No amount shall be allowed for anticipated profit on
unperformed work.

\(b\) If the termination is attributable to the default of
SUBCONTRACTOR, CONTRACTOR shall have the right to complete such work by
whatever method CONTRACTOR may deem expedient. SUBCONTRACTOR shall
cooperate with CONTRACTOR and any others involved in completion of any
remaining work under this subcontract. An equitable adjustment in the
compensation shall be made based upon the cost for accepted work. No
amount shall be allowed for work in progress, termination costs or
anticipated profit on unperformed work. However, SUBCONTRACTOR and its
sureties, if any, shall be liable for all costs in excess of the
Subcontract Price reasonably and necessarily incurred in completion of
the Work, including cost of administration of any purchase order or
subcontract awarded to others for completion. Such costs may be deducted
by CONTRACTOR from such monies as may be due or thereafter become due to
SUBCONTRACTOR.

# GC-49A FINAL INSPECTION AND ACCEPTANCE (May 2007) 

When SUBCONTRACTOR considers the Work under this subcontract, or any
CONTRACTOR specified segment thereof, complete and ready for acceptance,
SUBCONTRACTOR shall notify CONTRACTOR in writing. CONTRACTOR will
conduct such reviews, inspections and tests as needed to satisfy
CONTRACTOR that each segment, or upon completion, the Work conforms to
subcontract requirements. CONTRACTOR will notify SUBCONTRACTOR of any
nonconformance and SUBCONTRACTOR shall take corrective action and the
acceptance procedure shall be repeated as required by CONTRACTOR until
each segment or, upon completion, the Work is accepted. If the Work is
accepted in segments such acceptance is provisional pending Final
Acceptance of the Work as a whole. CONTRACTOR\'S written Notice of Final
Acceptance of the Work shall be conclusive except for latent defects,
fraud, or CONTRACTOR\'S and GOVERNMENT\'S rights under the General
Condition titled \"WARRANTY\".

# GC-50A NON-WAIVER (May 2007) 

\(a\) None of the following shall operate as, or be deemed to be, a
waiver or release of SUBCONTRACTOR'S obligations under this subcontract:

> \(1\) Failure by CONTRACTOR to insist upon strict performance of any
> terms or conditions of this subcontract;
>
> \(2\) Failure or delay to exercise any rights or remedies provided
> herein or by law;
>
> \(3\) Failure to properly notify SUBCONTRACTOR in the event of breach
> of any obligation;
>
> \(4\) The acceptance of or payment for any goods or services
> hereunder,
>
> \(5\) The review or failure by CONTRACTOR to review SUBCONTRACTOR
> submissions;
>
> \(6\) The termination either in whole or in part of Work under this
> subcontract.

\(b\) CONTRACTOR or GOVERNMENT reserves the right to insist upon strict
performance hereof and to exercise any of its rights or remedies as to
any prior or subsequent default hereunder.

# GC-51 REPRESENTATIONS AND CERTIFICATIONS (May 2007) 

All Representations and Certifications provided by SUBCONTRACTOR are
included, and made part of this subcontract as Appendix A-1.

# GC-52 ADMINISTRATIVE CLOSE-OUT PROCEDURES (May 2007) 

To administratively close out this subcontract, SUBCONTRACTOR shall
submit, in addition to other requirements of this subcontract, the
following documentation:

> \(1\) Property Status
>
> Include a certification that states the following:
>
> \"All Government and CONTRACTOR-furnished property, material, special
> tooling, and special test equipment furnished, acquired, or generated
> and accountable to this subcontract has been consumed, delivered or
> otherwise disposed of by transfer, plant clearance or other authorized
> means as instructed by CONTRACTOR.\"
>
> \(2\) Release and Certificate of Final Payment
>
> SUBCONTRACTOR and each assignee, if any, under an assignment entered
> into under this subcontract and in effect at the time of final payment
> under this subcontract, shall execute and deliver, at the time of, and
> as a condition precedent to, final payment under this subcontract, a
> release in the format and content provided by CONTRACTOR, discharging
> CONTRACTOR, GOVERNMENT and Government, and their respective officers,
> agents, and employees, of and from all liabilities, obligations and
> claims arising out of or under this subcontract.