exh102.htm


    Exhibit
10.2

    


    DEQ
STANDARD CONTRACT

    


    
      	
              I.  

            	
              DEFINITIONS

            


    

    


    
      	
              A.        

            	
              DEPARTMENT
      shall mean the Department of Environmental Quality of Idaho, any division,
      section, office, unit, or other entity of that DEPARTMENT, or any of the
      officers or other officials lawfully representing that
      DEPARTMENT.

            


    

    


    
      	
               
      

            	
              B.

            	
              CONTRACTOR
      shall mean that individual, partnership, corporation, or other entity
      performing services under this CONTRACT. It shall include any
      subcontractor retained by the prime CONTRACTOR as permitted under the
      terms of this CONTRACT. It shall mean acting in an independent capacity,
      not as an officer, employee, or agent of the DEPARTMENT. It shall mean one
      who can provide the same or similar services to individuals or entities
      other than the DEPARTMENT.

            


    

    


    
      	
               
      

            	
              C.

            	
              CONTRACTING
      OFFICER shall mean that person appointed by the DEPARTMENT to administer
      this CONTRACT on behalf of the DEPARTMENT. The term includes, except as
      otherwise provided in this CONTRACT, an authorized representative of the
      CONTRACTING OFFICER acting within the scope of his/her
      authority.

            


    

    


    D.        CONTRACT
shall mean the originally negotiated and executed CONTRACT
(including

    Riders
and Appendices), any negotiated and executed AMENDMENT to this contract and/or
any TASK ORDER negotiated, executed and implemented pursuant to provisions of
this contract.

    


    
      	
              II.

            	
              RELATION
      OF PARTIES

            


    

    


    
      	
               
      

            	
              A.

            	
              The
      parties intend to establish an Independent Contractor/Principal
      relationship by this contract.

            


    

    


    
      	
               
      

            	
              1.

            	
              CONTRACTOR
      certifies that they are an Independent Contractor, and as an Independent
      Contractor will file all required forms and make the necessary payments
      appropriate to his Independent Contractor tax
  status.

            


    

    


    
      	
               
      

            	
              2.

            	
              CONTRACTOR
      acknowledges that their status as an Independent Contractor complies with
      26CFR31.3121 (c-2) Internal Revenue
Code.

            


    

    


    
      	
               
      

            	
              B.

            	
              The
      department is interested only in the quality of services provided and the
      final results to be achieved; the conduct and control of the worker will
      lie solely with the CONTRACTOR.

            


    

    


    
      	
               
      

            	
              C.

            	
              The
      CONTRACTOR is not to be considered an agent or employee of the DEPARTMENT
      for any purpose, and neither the CONTRACTOR nor their employees are
      entitled to any benefits of employment provided by the DEPARTMENT to its
      employees.

            


    

     

    
      	
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      Standard Contract

            	
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              D.

            	
              It
      is understood that the DEPARTMENT does not agree to use CONTRACTOR
      exclusively, and that CONTRACTOR is free to contract to perform similar
      services for other parties while under contract to the Department, so long
      as there is no interference with the performance of this
      Contract.

            


    

    


    III.      TERMINATION
FOR CONVENIENCE

    


    
      	
               
      

            	
              A.

            	
              The
      DEPARTMENT or CONTRACTOR may cancel this Contract at any time with or
      without cause upon thirty (30) days' written notice to the other party,
      and specifying the date of
termination.

            


    

    


    
      	
               
      

            	
              B.

            	
              Cancellation
      of the Contract by either party shall terminate the obligations or
      liabilities of the parties, except that the obligations or liabilities
      incurred prior to the termination date shall be
  honored.

            


    

    


    IV.      TERMINATION
FOR DEFAULT

    


    
      	
               
      

            	
              A.

            	
              CONTRACTOR
      default occurs if the CONTRACTOR fails to perform any of the covenants or
      conditions of this Contract; and the CONTRACTOR does not cure such defects
      in performance within ten (10) days after receipt of any written notice
      from the CONTRACTING OFFICER informing the CONTRACTOR of such defects in
      performance.

            


    

    


    
      	
               
      

            	
              B.

            	
              Upon
      default, the DEPARTMENT may cancel this Contract without any notice and
      may pursue any and all legal, equitable, and other remedies available to
      the DEPARTMENT.

            


    

    


    
      	
              C. 
             

            	
              If
      termination for default is effected by the DEPARTMENT, an equitable
      adjustment in the price provided in this CONTRACT shall be made,
      but:

            


    

    


    
      	
              1.      
        

            	
              The
      DEPARTMENT shall withhold any uncommitted funds for work not
      performed;

            


    

    


    
      	
              2.      
        

            	
              No amount shall be
      allowed for anticipated profit on unperformed services or other work;
      and

            


    

    


    
      	
               
      

            	
              3.

            	
              Any
      payment due the CONTRACTOR at the time of termination may be adjusted to
      cover any additional costs to the DEPARTMENT because of the CONTRACTOR'S
      default.

            


    

    


    
      	
               
      

            	
              D.

            	
              If
      termination for default is effected by the CONTRACTOR, or if termination
      for convenience is effected by the DEPARTMENT, the equitable adjustment
      shall include a reasonable profit for services or other work performed.
      The equitable adjustment for any termination shall provide for payment to
      the CONTRACTOR for services rendered and expenses incurred prior to the
      termination, in addition to termination settlement costs reasonably
      incurred by the CONTRACTOR relating to commitments which had become firm
      prior to the termination.

            


    

    


    
      	
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              D.        

            	
              Upon
      receipt of a termination action under paragraphs A. o:r B. above, the
      CONTRACTOR shall:

            


    

    


    1.         Promptly
discontinue all affected work (unless the notice directs otherwise);
and

    


    
      	
               
      

            	
              2.

            	
              Deliver
      or otherwise make available to the DEPARTMENT all data, drawings,
      specification, reports, estimates, summaries and such, other information
      and materials as may have been accumulated by the CONTRACTOR in performing
      this CONTRACT, whether completed or in
process.

            


    

    


    
      	
               
      

            	
              F.

            	
              Upon
      termination under paragraphs A. or B. above, the DEPARTMENT may take over
      the work and may award another party a contract to complete the work under
      this CONTRACT.

            


    

    


    
      	
               
      

            	
              G.

            	
              If,
      after termination for default of the CONTRACTOR to fulfill contractual
      obligations, it is determined that the CONTRACTOR had not failed to
      fulfill contractual obligations,
the

            


    

    termination
shall be deemed to have been for the convenience of the DEPARTMENT. In such
event, adjustment of the CONTRACT compensation shall be made as provided above
in paragraph D.

    


    
      	
               
      

            	
              H.

            	
              In
      the event of legal action, the prevailing party shall be reimbursed for
      any and all expenses that are incurred as a result of the default
      including, but not limited to, legal fees, and losses incurred due to
      default.

            


    

    


    
      	
              V.

            	
              ADDITIONAL
      PROVISIONS

            


    

    


    Additional
provisions, if any, are incorporated by reference on the cover sheet of this
contract.

    


    IV.       INDEMNIFICATION

    


    
      	
               
      

            	
              A.

            	
              The
      CONTRACTOR shall indemnify, defend, and save harmless the STATE OF IDAHO,
      and the DEPARTMENT, its officers, agents, and employees, from and against
      all liability, claims, damages, losses, expenses, actions, and suits
      whatsoever, including injury or death of others or any employee of the
      CONTRACTOR or subcontractor caused by or arising out of the CONTRACTOR'S
      negligent performance, act, or omission of any term of this
      Contract.

            


    

    


    
      	
               
      

            	
              B.

            	
              The
      DEPARTMENT shall indemnify, defend and save harmless the CONTRACTOR, its
      officers, agents, employees and subcontractors from and against all
      liability, claims, damages, losses, expenses, actions and suits
      whatsoever, including injury or death of others or any employee of the
      DEPARTMENT to the extent caused by or arising out of the DEPARTMENT'S
      negligent performance, act or omission of any term of this CONTRACT.
      Nothing in this provision shall extend the liability of the: DEPARTMENT
      beyond that provided in the Idaho Torts Claim Act, Idaho Code 6-901
      et.seq.

            


    

    


    
      	
               
      

            	
              C.

            	
              As
      an Independent Contractor, CONTRACTOR is responsible for all
      employee-related benefits, such as paid leaves and health insurance, and
      withholding and payment of
F.I.C.A.,

            


    

     

    
      	
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    F.U.T.A.,
and income taxes for Federal and State purposes. The DEPARTMENT shall not be
responsible for these employee related benefits and tax items, and shall be
indemnified and held harmless from any liability, cost or expenses, including
any interest, penalties and attorney's fees, that may be connected with the
CONTRACTOR'S failure to provide or pays such items.

    


    VII.     ASSIGNMENT
AND SUBCONTRACTING

    


    
      	
               
      

            	
              A.

            	
              This
      CONTRACT is to be binding on the heirs, successors and assigns of the
      parties hereto and is not to be assigned by either party without first
      obtaining the written consent of the other. No assignment of this CONTRACT
      shall be effective until the assignee assumes in writing the obligations
      of the assigning party, and delivers such written assumption to the other
      original party to this CONTRACT. Use of SUBCONTRACTORS by the CONTRACTOR,
      or subsidiary or affiliate firms of the CONTRACTOR, for technical or
      professional services shall not be considered an assignment of a portion
      of this CONTRACT.

            


    

    


    B.         The
parties agree that no services required under this CONTRACT may be performed
under SUBCONTRACT
unless both parties agree in writing.

    


    
      	
               
      

            	
              C.

            	
              Approved
      subcontracts will contain all appropriate Federal and State requirements
      and such conditions and provisions as the DEPARTMENT may deem
      necessary.

            


    

    


    
      	
              A.        

            	
              The
      CONTRACTOR understands and agrees to assume sole
      responsibility for the satisfactory performance of all subcontractors and
      subcontracted services.

            


    

    


    
      	
              VIII.

            	
              ACCOUNTING,
      AUDITING, RECORDS RETENTION AND ACCESS TO
  RECORDS

            


    

    


    
      	
               
      

            	
              A.

            	
              The
      CONTRACTOR shall maintain books, records, documents and other evidence
      directly pertinent to performance of EPA funded work under this CONTRACT
      in accordance with generally accepted accounting principles and practices
      consistently applied, and in accordance with 40 CFR 31.36(i)(l0) and (1
      1), in effect on the date this CONTRACT is signed by both parties. Records
      shall be retained for a period of three (3) years after final payment is
      made and all other pending matters are closed. If any litigation, claim,
      negotiation, audit or other action involving the records has been started
      before the expiration of the three-year period, the records must be
      retained until completion of the actions and resolution of all issues
      which arise from it, or until the end of the regular three-year period,
      whichever is later.

            


    

    


    The
CONTRACTOR shall also maintain financial information and data used in the
preparation or support of the cost submission required under 40 CFR 31.22 (for
negotiation of this CONTRACT), or negotiated change order, and a copy of the
cost summary submitted to the DEPARTMENT. The CONTRACTOR will obtain written
approval from the DEPARTMENT prior to disposal of any records. The U.S. EPA, the
Comptroller General of the United States, the U.S. Department of Labor, the
DEPARTMENT, any other agency of the State of Idaho or any of their authorized
representatives, shall have access to all such books, records, documents and
other evidence for purposes of inspection, audit and copying during

    


    
      	
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    normal
business hours.

    


    The
CONTRACTOR will provide proper facilities for such access and inspection. This
CONTRACT may be terminated upon any refusal of the CONTRACTOR to allow access to
the records as described above.

    


    B.           Audits

    


    
      	
               
      

            	
              1.

            	
              Audits
      conducted under this Section shall be in accordance with generally
      accepted auditing standards and established procedures and guidelines of
      any reviewing or audit agency(s).

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      DEPARTMENT'S monitoring and audit efforts shall include activities aimed
      at: (1) assessment of agreement operation at a given point in time; (2)
      comparison of actual performance versus established performance standards;
      (3) identification of agreement accomplishments and/or deficiencies in
      operation and administration; and (4) evaluation of agreement results,
      benefits and impact upon project objectives. The DEPARTMENT shall have the
      right to evaluate both the management and financial systems of the
      CONTRACTOR to ascertain that there is compliance with all of the
      provisions contained in this contract. In determining the adequacy of
      these systems, the DEPARTMENT shall utilize internal staff or arrange for
      an independent certified public accounting firm: (a) survey the
      CONTRACTOR'S system to obtain information through discussion, inquiry and
      observation of what the system is stated to be; (b) appraise the adequacy
      of the system in terms of standards prescribed herein; )c) select a number
      of transactions and trace them through the records to ascertain whether
      the system is actually followed and is effective; and (d) interview
      CONTRACTOR'S staff members to determine management and organizational
      needs.

            


    

    


    
      	
               
      

            	
              C.

            	
              The
      CONTRACTOR agrees to disclose all information and reports resulting from
      access to records under paragraph A. and B. of this Section to any of the
      agencies referred to in paragraph
A.

            


    

    


    
      	
               
      

            	
              D.

            	
              Access
      to records is not limited to the required retention periods. The
      authorized agencies designated in paragraph A of this Section shall have
      access to records at any reasonable time for as long as the records are
      maintained.

            


    

    


    
      	
               
      

            	
              E.

            	
              This
      section applies to all records pertaining to this CONTRACT, TASK ORDERS,
      CHANGE ORDERS and AMENDMENTS:

            


    

    


    1.           To
the extent the records pertain directly to performance of this
CONTRACT;

    


    2.           If
there is any indication that fraud, gross abuse or corrupt practices may he
involved; or

    


    3.           If
the CONTRACT is terminated for default or for convenience.

    


    
      	
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              F.

            	
              The
      CONTRACTOR agrees to account for all expenditures under this CONTRACT in
      accordance with generally accepted accounting principles, a cash or
      accrual method of accounting in accordance with 40 CFR 31.41 and to comply
      with the cost principles contained in 40 CFR 31.22 to determine allowable
      costs.

            


    

    


    
      	
               
      

            	
              G.

            	
              It
      is understood and agreed that in case of the termination of the existence
      of the CONTRACTOR by bankruptcy or any other reason, that all records in
      the CONTRACTOR'S possession, program and fiscal, relating to this CONTRACT
      shall become the property of the
DEPARTMENT.

            


    

    


    
      	
               
      

            	
              H.

            	
              PROPERTY
      MANAGEMENT

            


    

    


    The
CONTRACTOR must comply with the property management requirements set forth in 40
CFR 35.6335 through 40 CFR 35.6400, where applicable. The CONTRACTOR will submit
property inventory reports on an annual basis by January 1 of each year, when
the property is no longer needed and within 90 days from the end of the contract
period. The CONTRACTOR must comply with the requirements for inventory reports
set forth in 40 CFR 35.6660, where applicable.

    


    Inventory reports must include the
following:

    


    a. Description of
property;

    


    b. Manufacturer's serial number, model
number or other identification number;

    


    c. Source, including the assistance
identification number;

    


    d. Unit acquisition date and cost;
and

    


    e.
Location, use and condition (by site and activity) and the date this information
was recorded.

    


    IX.      
PROJECT ASSESSMENT AND CORRECTIVE ACTION

    


    The
CONTRACTOR will maintain an ongoing analysis of project performance as it
relates to project goals and objectives. Whenever the CONTRACTOR. determines
that goals are not being met as specified in the CONTRACT, the CONTRACTOR will
develop a corrective action plan to meet those goals. On a monthly basis, the
CONTRACTOR will be required to submit a report of the corrective action taken or
planned. Unless otherwise specified in the statement of work in an AMENDMENT or
TASK ORDER, the report will be due no later than the 10th of the following
month.

    


    


    


    


    


    


    


    
      	
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    X.        CONFIDENTIALITY

    


    
      	
               
      

            	
              A.

            	
              Where
      applicable, such as in the event of litigation, the CONTRACTOR shall not
      provide, disclose or reveal data, field notes, log books, photographs,
      computer stored information, drawings, specifications, reports, estimates,
      summaries or any other information or records including originals, copies,
      drafts, abstracts or information in any form generated or otherwise
      obtained in the performance of its responsibilities under this CONTRACT to
      any party other than the DEPARTMENT except upon compulsion by subpoena or
      other legal process. The CONTRACTOR shall provide prompt notice of service
      to the DEPARTMENT. The CONTRACTOR is not responsible for any of the above
      which may previously have been placed in the public domain. The DEPARTMENT
      will inform the CONTRACTOR in writing by certified mail when this clause
      is being invoked and what specific materials are considered
      confidential.

            


    

    


    
      	
               
      

            	
              B.

            	
              All
      such materials shall be the property of the DEPARTMENT and shall be
      returned to the DEPARTMENT within eighty (80) days of expiration or
      termination of the CONTRACT or upon written demand of the
      DEPARTMENT.

            


    

    


    
      	
               
      

            	
              C.

            	
              The
      CONTRACTOR shall require all SUBCONTRACTORS to comply with Subsection IX.A
      of this Contract by explicit reference or provision in each
      SUBCONTRACT.

            


    

    


    
      	
              XI.

            	
              APPROPRIATION
      BY LEGISLATURE REQUIRED

            


    

    


    It
is understood and agreed that the DEPARTMENT is a government entity, and this
Contract shall in no way or manner be construed so as to bind or obligate the
State of Idaho beyond the term of any particular appropriation of funds by the
State Legislature as may exist from time to time. In the event the Legislature
of the State of Idaho fails, neglects, or refuses to appropriate such funds as
may be required and designated to continue payment for this Contract, this
Contract shall be at such time automatically terminated and at an end. All
future rights and liabilities of the parties hereto shall thereupon cease within
thirty (30) days afier the notice to the CONTRACTOR.

    


    
      	
              XII.

            	
              EFFECT
      OF TERMINATION OF FEDERAL FUNDING

            


    

    


    In
the event Federal matching funds are reduced from current prorated levels, or
terminated, the financial participation of the State of Idaho may be reduced
accordingly or terminated.

    


    
      	
              XIII.

            	
              BINDING
      EFFECT OF FEDERAL PURCHASE OF SERVICE aEGULATIONS AND STATE
      PLANS

            


    

    


    This
agreement is subject to the provisions of any relevant Federal regulations and
any relevant provisions of the State Plan in effect at the time this Contract is
executed, or which thereafter became effective. Such Federal regulations and
State plans are on file in the Central Office of the Department Environmental
Quality and are available for inspection by the CONTRACTOR.

    


    


    


    


    


    
      	
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              XIV.

            	
              OBLIGATIONS
      OF THE CONTRACTOR

            


    

    


    
      	
               
      

            	
              A.

            	
              AUTHORIZATION
      TO PROCEED

            


    

    


    The
CONTRACTOR will not begin work on any services until this CONTRACT, any
AMENDMENT(S) or TASK ORDER(S) have been signed by the DEPARTMENT, the effective
date has been filled in and that date has arrived and passed. The CONTRACTOR;
SUBCONTRACTOR or their employees shall not render services to the DEPARTMENT
under the tenns of this CONTRACT until the CONTRACT has been fully signed by
each party and the CONTRACT has become effective. Furthermore, the DEPARTMENT is
in no way responsible for reimbursing the CONTRACTOR for services rendered prior
to the signature of the DEPARTMENT and the arrival of the effective date of this
CONTRACT. No employee or agent of the DEPARTMENT may authorize reimbursable
services to the CONTRACTOR except the Director of the DEPARTMENT in
writing.

    


    For
CONTRACTS utilizing TASK ORDERS, authorization to proceed on work as to scope,
cost and time for completion shall be in the form previously described for TASK
ORDERS. Each TASK ORDER shall have:

    


    
      	
               
      

            	
              1.

            	
              A
      preamble referencing the DEPARTMENT, the CONTRACTOR, PROJECT, TASK, TASK
      ORDER NUMBER and this CONTRACT.

            


    

    


    
      	
               
      

            	
              2.

            	
              A
      description of the services to be provided, including work products, and
      the estimated time schedule for
completion.

            


    

    


    3.           Any
special conditions not covered in this CONTRACT.

    


    4.           ATTACHMENTS
and SIGNATURES sections

    


    
      	
               
      

            	
              b.

            	
              The
      CONTRACTOR'S obligations under this Section are in addition to the
      CONTRACTOR'S other obligations under this
  CONTRACT.

            


    

    


    XV.  
   FEDERAL AND STATE AUDIT EXCEPTIONS

    


    When
Federal or State audits indicate that payments to the CONTRACTOR do not meet the
applicable Federal or State rules and regulations, the CONTRACTOR shall refund
and pay to the DEPARTMENT any payments made arising from the CONTRACTOR'S
ineligible or improper receipt or use of Federal financial participation funds,
and the DEPARTMENT must refund such payments to the applicable Federal funding
agency.

    


    
      	
              XVI.

            	
              AFFIRMATIVE
      ACTION/EQUAL EMPLOYMENT OPPORTUNITY

            


    

    


    
      	
               
      

            	
              A.

            	
              The
      CONTRACTOR hereby agrees to provide all services funded through or
      affected by this CONTRACT without discrimination on the basis of race,
      color, national origin, age or physical/mental impairment, and to comply
      with all relevant sections of:

            


    

    


    


    


    


    
      	
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    1.           Title
VI of the Civil Rights Act of 1964, as amended;

    


    2.           Section
504 of the Rehabilitation Act of 1973, as amended; and

    


    3.           The
Age Discrimination Act of 1975 as amended

    


    4.           The
Americans With Disabilities Act of 1990.

    


    
      	
               
      

            	
              B.

            	
              The
      CONTRACTOR agrees to provide equal employment opportunity and take
      affirmative action in employment on the basis of race, color, national
      origin, religion, sex, age, physical/mental impairment and all relevant
      sections of:

            


    

    


    
      	
               
      

            	
              1.

            	
              Executive
      Order 11246, as amended by Executive Order
  11375;

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      applicable provisions of the Department of Labor regulations (48 CFR, Part
      22);

            


    

    as amended;

    


    
      	
               
      

            	
              3.

            	
              Section
      503 of the Rehabilitation Act of 1973,
and

            


    

    


    4.           Sections
402 of the Vietnam Era Veterans Readjustment Assistance Act of
1974.

    


    C.           The
CONTRACTOR agrees to comply with the Civil Rights, equal employment
opportunity

    Labor Law and other requirements under
40 CFR, Part 7.

    


    
      	
               
      

            	
              D.

            	
              The
      CONTRACTOR agrees to comply with the requirements for small, minority
      women's and labor surplus area businesses in 40 CFR 31.36(e) in its award
      of any SUBCONTRACT under this
CONTRACT.

            


    

    


    
      	
               
      

            	
              1.

            	
              The
      CONTRACTOR agrees to assure that each of these business entities is given
      the opportunity to participate in subcontract awards under this contract.
      This policy applies to all SUBCONTRACTS for supplies, construction and
      services under this CONTRACT.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      CONTRACTOR shall file a quarterly report on a form to be provided by the
      DEPARTMENT, listing all small, minority and women's business enterprises
      that were subcontracted to during the preceding quarter. A form must be
      filed even if a small or disadvantaged business was not
      utilized.

            


    

    


    
      	
              XVII.

            	
              CONFLICT
      OF INTEREST

            


    

    


    
      	
               
      

            	
              A.

            	
              Organizational
      Conflicts of Interest

            


    

    


    
      	
               
      

            	
              1.

            	
              The
      CONTRACTOR warrants that to the best of the CONTRACTOR'S knowledge and
      belief, there are no relevant facts or circumstances which could give rise
      to actual,

            


    

    


    
      	
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    apparent
or potential organizational conflicts of interest or that the CONTRACTOR has
disclosed all such relevant information.

    


    
      	
                2.        
      

            	
              The
      DEPARTMENT reserves the right to procure services from contractors other
      than the CONTRACTOR in the event the CONTRACTOR has an unresolvable
      conflict of interest which cannot be avoided. Such conflicts may include
      status as a potentially responsible party; present or proposed contractual
      arrangement with a potentially responsible party to be studied; present or
      proposed contractual agreements with a firm that manufactures or sells any
      substance or item to be studied, or present or proposed contractual
      agreements with a firm that manufactures or sells any substance or item in
      competition with a substance or item to be studied under this proposed
      contract.

            


    

    


    
      	
               
      

            	
              3.

            	
              Upon
      receipt of a work assignment, the CONTRACTOR shall identify any potential
      conflict of interest in its performance of services contemplated by the
      work assignment. If the DEPARTMENT determines that the CONTRACTOR has an
      unresolvable conflict which cannot be avoided, Section III and/or IV of
      this Contract will apply. The CONTRACTOR shall provide a Project Team
      which is qualified and free from potential conflict of interest to perform
      the services required by this CONTRACT, AMENDMENT(S) and/or task
      orders(s).

            


    

    


    B.        Individual
Conflicts of Interest

    


    With
regard to individual employees performing services under this CONTRACT, the
CONTRACTOR shall:

    


    
      	
               
      

            	
              1.

            	
              Notify
      the DEPARTMENT of any actual, apparent or potential conflict of interest
      involving any individual employee proposed to perform services under this
      CONTRACT, AMENDMENT(S) and/or TASK ORDER(S). In the event of any conflict
      of interest, the individual employee may be disqualified by the DEPARTMENT
      from taking part in any services creating the conflict of
      interest.

            


    

    


    
      	
               
      

            	
              2.

            	
              Require
      each individual professional employee proposed to work on any TASK ORDER
      to sign a copy of the "Individual Employee
  Agreement".

            


    

    


    XVIII.
CONTRACT DATA

    


    The
CONTRACTOR and the DEPARTMENT assure that the cost and pricing data submitted
for evaluation with respect to negotiation of prices for negotiated CONTRACTS,
lower tier SUBCONTRACTS and change orders are based or correct, accurate and
complete data supported by their books and records. If the DEPARTMENT or
appropriate Federal agency determines upon agreement by the CONTRACTOR that any
price (including profit) negotiated in connection with this CONTRACT, lower tier
SUBCONTRACT or AMENDMENT(S) and/or TASK ORDER(S) thereunder was increased by any
significant sum because the data provided are incomplete, inaccurate or not
current at the time of submission, then such price, cost or profit shall be
reduced accordingly and the CONTRACT shall be modified in writing.

    


    


    


    
      	
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    XIX.    EMPLOYMENT

    


    The
CONTRACTOR shall not accept employment from any party other than the DEPARTMENT,
or Federal agencies, for work directly related to the Site (services) covered
under this CONTRACT for a period of three (3) years from termination of the
CONTRACT, or until any litigation related to the Site is completed, whichever is
longer, unless it has received written release of this restriction from the
DEPARTMENT.

    


    
      	
              XX.

            	
              SEVERABILITY

            


    

    


    If
any term or provision of this CONTRACT is held by the courts to be illegal or in
conflict with any Idaho law, the validity of the remaining terms and provisions
shall not be affected, and the rights and obligations of the parties shall be
construed and enforced as if the CONTRACT did not contain the particular term or
provision held to be invalid.

    


    
      	
              XXI.

            	
              NON-WAIVER
      OF BREACH

            


    

    


    Failure
of the CONTRACTOR or the DEPARTMENT to insist upon strict performance of any of
the covenants and conditions of this CONTRACT, or to exercise any option herein
conferred in any one or all instances, shall not be construed to be a waiver or
relinquishment of any such covenant or condition but the same shall be and
remain in full force and effect, unless such waiver is evidenced by the prior
written consent of the CONTRACTOR or the DEPARTMENT.

    


    
      	
              XXII.

            	
              LICENSES

            


    

    


    For
the duration of this CONTRACT, the CONTRACTOR will remain in effect and have in
possession all applicable licenses required by federal and state statutes and
county and city ordinances, including an Idaho business license, if so
required.

    


    XXIII.
CLEAN AIR AND CLEAN WATER ACTS

    


    The
CONTRACTOR shall comply with all applicable standards, orders or requirements
issued under Section 306 of the Clean Air Act (42 USC 1857(h)), Section 508 of
the Clean Water Act (33 USC 1368), Executive order 11738 and the Environmental
Protection Agency Regulations (40 CFR, Part 15). All violations are to be
reported to the appropriate federal or state agency.

    


    XXIV.
GOVERNED BY THE LAWS OF THE STATE OF IDAHO

    


    This
CONTRACT shall be governed by the laws of the State of Idaho and performed
therein.

    


    XXV.  
NOTICE OF CONTRACT EFFECTIVENESS

    


    It
is understood that this document is not effective until the appropriate
CONTRACTING OFFICER has signed the document, the effective date has been filled
in by the CONTRACTING OFFICER, and that date has arrived or passed. Neither the
CONTRACTOR nor his organization will render services

    


    


    
      	
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    to
the DEPARTMENT under the terms of this document until the document has been
fully signed by each party and the Contract has become effective. Furthermore,
the DEPARTMENT is in no way responsible for reimbursing the CONTRACTOR for
services rendered prior to the appropriate signature by the CONTRACTING OFFICER
of the DEPARTMENT and the arrival of the effective date of this
Contract.

    


    
      	 
      	
              CONTRACTOR'S
      Initials

            	
              TZH

            	 
      	
              Date

            	
              6/28/06

            
	 
      	 
      	
              GSS

            	 
      	 
      	
              6/29/06

            


    

    


    XXVI.
CERTIFICATION REGARDING LOBBYING

    


    The CONTRACTOR certifies
that:

    


    
      	
               
      

            	
              A.

            	
              None
      of the funds provided by this contract have been paid or will be paid by
      or on behalf of the CONTRACTOR to any person for influencing or attempting
      to influence an officer or employee of any governmental agency, amember,
      officer or employee of Congress or the State legislature in connection
      with the awarding, continuation, renewal, amendment, or modification of
      any contract, grant, loan, or cooperative
  agreement.

            


    

    


    
      	
               
      

            	
              B.

            	
              If
      any funds, other than funds provided by this contract, have been paid or
      will be paid to any person for influencing or attempting to influence an
      officer or employee of any governmental agency, a member, officer or
      employee of Congress or the State legislature in connection with this
      contract, the CONTRACTOR shall complete and submit Standard Form LLL,
      "Disclosure Form to Report Lobbying," in accordance with its instructions,
      and a copy of Standard Form LLL to the contracting
  agency.

            


    

    


    
      	
               
      

            	
              C.

            	
              The
      CONTRACTOR shall require that the language of this certification be
      included in any subcontract, at all tiers, (including grants, subgrants,
      loans, and cooperative agreements) entered into as a result of this
      contract, and that all subrecipients shall certify and disclose
      accordingly.

            


    

    


    
      	
               
      

            	
              D.

            	
              The
      CONTRACTOR understands that a false statement of this certification may be
      grounds for rejection or termination of this contract, and that their
      signature upon this contract is a material representation of fact upon
      which reliance was placed when this contract was made or entered into. In
      addition, under Section 1352, Title 31, U.S. Code, a false statement shall
      be subject to a civil penalty of not less than $10,000 and not more than
      $100,000 for each such false
statement.

            


    

    


    XXVII.
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY
MATTERS

    


    The CONTRACTOR certifies to the best of
its knowledge and belief that it and its principals:

    


    
      	
               
      

            	
              A.

            	
              Are
      not presently debarred, suspended, proposed for debamlent, declared
      ineligible, or voluntarily excluded from covered transactions by any
      Federal department or agency;

            


    

    


    B.           Have
not within a three year period preceding this proposal been convicted of or had
a civil

    


    


    


    
      	
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    judgment
rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public
(federal, state or local) transaction or contract under a public transaction;
violation of Federal of State antitrust statutes or commission of embezzlement,
theft, forgery, bribery, falsification or destruction of records, making false
statements, or receiving stolen property;

    


    
      	
               
      

            	
              C.

            	
              Are
      not presently indicted for or otherwise criminally or civilly charged by a
      government entity (federal, state, or local) with commission of any of the
      offenses enumerated in paragraph B of this certification;
    and

            


    

    


    
      	
               
      

            	
              D.

            	
              Have
      not within a three-year period preceding this contract had one or more
      public transactions (federal, state, or local) terminated for cause or
      default.

            


    

    


    The
CONTRACTOR understands that false statement on this certification may be grounds
for termination of the contract. In addition, under 18 0USC Sec. 1001, a false
statement may result in a fine of up to $10,000 or imprisonment for up to five
years, or both.

    


    XXVIII.
COMPLETE STATEMENT OF TERMS

    


    This
Contract, the Request for Proposal, the Request for Proposal Pre-Bid Questions,
DEQ Response and Request for Proposal Addendum, the Contractor's bid proposal
and related attachments constitutes the entire agreement between the parties
hereto and shall supersede all previous proposals, oral or written,
negotiations, representations, commitments, and all other communications between
the parties. It may not be released, discharged, changed or modified or assigned
in whole or in part, and no claim for additional services not specifically
provided herein will be allowed by the DEPARTMENT, except to the extent provided
by an instrument in writing signed by a duly authorized representative of the
CONTRACTOR and the DEPARTMENT.

    


    
      	
               
      

            	
              Any
      Riders, Appendices, Attachments, and all other information attached to
      this Contract serve to supplement the terms and conditions of this
      Agreement, and do not change or eliminate any provision of this
      Agreement.

            


    

    


    IN
WITNESS WHEREOF, the parties have executed this agreement.

    


    
      	
              CONTRACTOR:

            	 
      	
              STATE OF
      IDAHO:

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              BY:

            	
              GREG
      STEWART

            	 
      	
              BY:

            	
              TONI
      HARDESTY

            
	 
      	 
      	 
      	 
      	 
      
	
              NAME:

            	
              Greg
      S. Stewart

            	 
      	
              NAME:

            	
              Toni
      Hardesty

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              TITLE:

            	
              President

            	 
      	
              TITLE:

            	
              Director

            
	 
      	
              Stewart
      Contracting Inc.

            	 
      	 
      	
              Department
      of Environmental Quality

            


    

    


    


    


    


    
      	
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              DATE:

            	
              06/29/06

            	
              DATE:

            	
              06/29/06

            


    

    


    Contractor’s
Mailing Address:

    


      Stewart
Contracting Inc.

      202
S. Division, P.O. Box 1275

      Pinehurst,
Idaho 83850

    


    


    Telephone
# 208-682-9018

    


    


    


    


    


    


    


    


    


    


     

    


    


    


    


    


    


    


    


    


    


    
      	
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