**Exhibit 10(i)**

 

 

 

MONTHLY MANAGEMENT FEE PLUS PROFIT SHARING SUBCONTRACT

No. SMS-KGHI 1030

 

ISSUED BY:  THE S.M. STOLLER CORPORATION

 

TO:    KAISER GROUP HOLDINGS, INC.

 

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**Subcontract No. SMS-KGHI 1030**

** **

** **

**TABLE OF CONTENTS**

 
| **ARTICLE 1.  ACCEPTANCE AND MODIFICATION OF TERMS**                                      | ** ** |
|-----------------------------------------------------------------------------------------------------|------------|
| ** **                                                                                          | ** ** |
| **ARTICLE 2.  SCOPE OF SERVICES**                                                         | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 3.  TERM**                                                                      | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 4.  PRICES**                                                                    | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 5.  ADDITIONAL SERVICES**                                                       | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 6.  FEE (PROFIT SHARING) - LABORATORY REVENUES**                                | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 7.  BILLING**                                                                   | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 8.  DELIVERY**                                                                  | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 9.  INSPECTION**                                                                | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 10.  ACCEPTANCE**                                                               | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 11.  WARRANTY**                                                                 | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 12.  COMPLIANCE WITH LAWS**                                                     | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 13.  COMMUNICATIONS**                                                           | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 14.  NOTICES AND ADMINISTRATION**                                               | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 15.  LOWER-TIER SUBCONTRACTS**                                                  | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 16.  INSURANCE**                                                                | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 17.  ADVERTISING**                                                              | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 18.  TAXES**                                                                    | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 19.  RECORDS AND AUDITING**                                                     | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 20.  NONSOLICITATION**                                                          | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 21.  DEFAULT AND REMEDY**                                                       | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 22.  EXCUSED NON-PERFORMANCE**                                                  | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 23.  CHANGES**                                                                  | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 24.  TERMINATION, SUSPENSION, OR EXTENSION FOR  CONTRACTOR’S CONVENIENCE** | ** ** |
| ** **                                                                                          | ** ** |
| **ARTICLE 25.  DISPUTES**                                                                 | ** ** |

 

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| **ARTICLE 26.  WAIVER**                         | ** ** |
|-----------------------------------------------------------|------------|
| ** **                                                | ** ** |
| **ARTICLE 27.  ASSIGNMENT**                     | ** ** |
| ** **                                                | ** ** |
| **ARTICLE 28.  PATENTS AND INVENTIONS**         | ** ** |
| ** **                                                | ** ** |
| **ARTICLE 29.  COPYRIGHTS AND DATA**            | ** ** |
| ** **                                                | ** ** |
| **ARTICLE 30.  INDEMNIFICATION**                | ** ** |
| ** **                                                | ** ** |
| **ARTICLE 31.  INFRINGEMENT INDEMNITIES**       | ** ** |
| ** **                                                | ** ** |
| **ARTICLE 32.  NON-WAIVER OF RIGHTS**           | ** ** |
| ** **                                                | ** ** |
| **ARTICLE 33.  INDEPENDENT CONTRACTOR**         | ** ** |
| ** **                                                | ** ** |
| **ARTICLE 34.  GOVERNING LAW**                  | ** ** |
| ** **                                                | ** ** |
| **ARTICLE 35.  COMPLETE AGREEMENT**             | ** ** |
| ** **                                                | ** ** |
| **ARTICLE 36.  ORDER OF PRECEDENCE**            | ** ** |
| ** **                                                | ** ** |
| **ARTICLE 37.  SUBCONTRACTOR PREQUALIFICATION** | ** ** |
| ** **                                                | ** ** |
| **ARTICLE 38.  ATTACHMENTS AND EXHIBITS**       | ** ** |

 

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**SUBCONTRACT TERMS AND CONDITIONS**

 

This Monthly Management Fee plus Profit Sharing Subcontract Agreementis entered into effect the thirtieth day of June 2004, by and between THES.M. STOLLER CORPORATION (Stoller), a Delaware corporation with offices at 990S. Public Road, Suite A, Lafayette, Colorado 80026, as Contractor, and KAISERGROUP HOLDINGS, INC. (KGH), a company with offices at 12303 Airport Way,Bloomfield, CO 80021, as Subcontractor.

 

A.           Contractor has been awarded a contract byKaiser-Hill Company, L.L.C., hereinafter referred to as Prime.

B.             Contractor desires the Subcontractor toperform certain work or services within the scope of this Agreement describedabove under the terms and conditions set forth below.

C.             Subcontractor is a firm experienced andexpert in providing the desired services.

D.            Subcontractor has expressed a willingnessto perform such services.

 

In consideration of the mutual promises herein contained, Contractorand Subcontractor agree as follows:

 

**ARTICLE 1.  ACCEPTANCE AND MODIFICATION OF TERMS**

## ** **

Acceptance of this Subcontract by Subcontractor may be made by signingbelow, and any such acceptance shall constitute an unqualified agreement to allterms and conditions set forth herein unless otherwise modified in writing bythe parties. No addition, alteration or modification to, and no waiver of anyof the provisions herein contained shall be valid unless made in writing andexecuted by Contractor and Subcontractor. Subcontractor shall perform inaccordance with the Description/Quantity schedule set forth in thisSubcontract and all attachments thereto.

 

# **ARTICLE 2. SCOPE OF SERVICES**

# ** **

A.           During the term of this Subcontract,Subcontractor shall furnish management, coordination and operational supportand services as set forth in Attachment A. Responsibility for performance of Subcontractor with respect to thePrime Contract resides with the Contractor.  

B.             If the services are to be performed atPrime’s plant, Subcontractor’s employees shall abide by all rules establishedby Prime that shall be made available to Subcontractor.

C.             In the event that oral instructions arenecessary, they shall be given only by the Stoller General Manager.  Oral instructions shall be confirmed inwriting as soon as practicable.

D.            Contractor may from time to time request,by way of letter of instruction, that Subcontractor perform other servicesrelated to the work.  Subcontractor, uponreceiving such requests from Contractor, may furnish those services if deemedreasonable and appropriate by Subcontractor, and an equitable adjustment shallbe made according to Article 23, as mutually agreed by the parties.

E.              Subcontractor shall start the workpromptly and shall execute it diligently, orderly, and as rapidly aspracticable, subject always to reasonable directions as to the rate ofexecution and targeted completion dates, as set forth in Attachment A.

F.              Subcontractor shall perform all servicesin accordance with recognized standards of good practice at the time theservices are rendered.

 

# **ARTICLE 3. TERM**

# ** **

The base period of performance for this Subcontract is fromJuly 1, 2004 through September 30, 2005, plus a separate option fromOctober 1, 2005 through December 15, 2006.  The Contractor may extend the term of thisSubcontract by giving written notice to Subcontractor within fifteen (15) daysof the expiration of the base and each option period.  If Contractor exercises this option, theSubcontract as extended shall be deemed to include this option provision.  Contractor agrees to exercise the options ifthe Prime exercises the options in the prime contract.

 

# **ARTICLE 4. PRICES**

# ** **

A.           As compensation for the services to beperformed by Subcontractor hereunder, Contractor will pay Subcontractor a firmfixed price monthly fee in the amount of $157,416.67 paid in accordance withArticle 7, not to exceed $2,361,250 over the term of this Subcontract(excluding any options). Subcontractor is not authorized to exceed this monthlyfee or aggregate total sum without written notice from Contractor’s authorizedrepresentative.

 

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# **ARTICLE 5.  ADDITIONAL SERVICES**

# ** **

In the event that Contractor requires Subcontractor to provideadditional services that are not covered by the work details and set forth onAttachment A, Subcontractor agrees to work with Contractor to develop a scopeof work, prices and schedule for such additional services. The agreed-uponscope, prices and schedule shall be incorporated into this Subcontractpursuant to Article 23, Changes.

 

# **ARTICLE 6.  FEE (PROFIT) SHARING – Laboratory Revenues**

# ** **

A.           The Parties agree that after deducting anamount for payment of incentive bonuses to the employees of Subcontractor(initially 10 slots) performing the services required by this Subcontract asprovided herein (the “Employee Incentive Compensation”), any profit earned on theprime contract on the revenues generated from the services covered by Line ItemCodes will be shared according to the terms in this ARTICLE 6. Profitshall consist of total sample process billings charged to the Prime for LICSless costs paid to the applicable Laboratories for the processing of suchsamples. 

B.             The profit share for each Party is shownin the table below:

 
| **Company**              | ** ** | **Share of first $350,000 in profit  earned in each year** | ** ** | **Share of any profit in excess of  first $350,000 in each year** |
|--------------------------|------------|------------------------------------------------------------|------------|-------------------------------------------------------------------|
| S.M. Stoller Corporation |       | 30%                                                        |       | 70%                                                               |
| Kaiser Holdings Group    |       | 70%                                                        |       | 30%                                                               |

 

C.             The Parties agree that the profits will becalculated quarterly, based on Contractor’s fiscal year schedule, and ayear-to-date total will be maintained to determine profit sharing, and within15 days after the end of each quarter, Contractor shall pay Subcontractor itsshare of the profits for that quarter together with the amount of EmployeeIncentive Compensation payable for such quarter determined in accordance withparagraph D below.  Each such paymentwill be accompanied by a statement setting forth the calculation of the profitsharing for such quarter, which statement shall be certified as accurate byContractor’s chief financial officer.

D.            Employee Incentive Compensation shall notto exceed 4% of an employee’s gross annual salary and shall be determined basedupon the extent to which quarterly profit objectives, mutually agreed upon byContractor and Subcontractor, are achieved. Within 10 days after the end of each quarter, representatives ofContractor and Subcontractor shall review the profits for that quarter andcalculate the amount of Employee Incentive Compensation, if any, for thatquarter.

 

# **ARTICLE 7. BILLING**

# ** **

A.           Subcontractorshall invoice Contractor monthly for all services completed through the end ofeach month.  Properly certifiedSubcontractor invoices shall be submitted to:

 

The S.M. Stoller Corporation

990 S. Public Road

Suite A

Lafayette, CO  80026

Attention:  Accounts Payable

 

All invoices are subjectto verification prior to payment. Invoices submitted by Subcontractor will make reference to thisSubcontract by Subcontract Number. Invoices must provide a detail of charges that include the period ofperformance and the services performed. The Contractor will pay the amount of the invoice 5 days after thereceipt of payment to the Contractor by the Prime for the services covered bySubcontractor’s invoice. To ensure prompt payment to both the Subcontractor anditself, the Contractor will pursue prompt payment from the Prime.  

B.             Contractor reservesthe right to retain final payment hereunder until Subcontractor has furnishedthe Contractor with complete information with respect to inventions,discoveries, or improvements conceived or reduced to practice in connectionwith the services performed hereunder or with a statement that no inventions,discoveries, or improvements emanated from such services. Payment of thisretained payment shall not be unreasonably withheld.

C.             Each invoice submitted shall be certifiedby a responsible representative of Subcontractor as follows:

 

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“Subcontractorcertifies that, to the best of its knowledge and belief that (1) the amountsrequested are for performance in accordance with the specifications, statementof work, terms and conditions of the Subcontract, (2) payments to lower-tiersubcontractors and craft, to include appropriate taxes, covered by thiscertification, have been made in accordance with the subcontract, (3) theamounts requested do not include any amounts that the Subcontractor intends towithhold or retain from a lower-tier subcontractor, and (4) the amountsrequested do not include any amounts invoiced by any other means.” 

D.            Each invoice submitted shall accurately reflectthe work or services accomplished by Subcontractor and identify any otherauthorized expenses incurred hereunder.

E.              Contractor’sobligation to deliver to Subcontractor the final payment due under thisAgreement is conditioned upon the execution and delivery by Subcontractor toContractor of a release discharging Contractor from all liabilities,obligations, and claims arising out of or under this Agreement, subject only tothe following exceptions:

 

(i)             Specified claims in stated amounts, or inestimated amounts if the amounts are not susceptible of exact statement bySubcontractor.

(ii)          Claims, together with reasonable incidentalexpenses, based upon the liabilities of Subcontractor to third parties arisingout of the performance of this Agreement, that are not known to Subcontractoron the date of execution of the release, and of which Subcontractor givesnotice in writing to Contractor not more than one year after the date of therelease or the date of any notice to Subcontractor that Contractor is preparedto make final payment, whichever is earlier.

 

#### **ARTICLE 8.  DELIVERY**

#### ** **

Time isof the essence in the Subcontract.  Thedate specified for delivery or performance is the required delivery date at theContractor’s or other specified location. Contractor reserves the right to refuse any services and to cancel allor any part hereof if Subcontractor fails to deliver all or any part of anyservices in accordance with the term specified herein.  Delivery shall not be deemed to be completeuntil orders for services have been performed, received and inspected.

 

**ARTICLE 9.  INSPECTION**

## ** **

All services performed shall be subject to inspection by Contractor andPrime at all reasonable times and places whether during or after performance,and notwithstanding the terms of delivery or payment.  In the event services are not in accordancewith the specifications, Contractor may require prompt correction orre-performance thereof at Contractor’s option and Subcontractor’s sole expense.  If Subcontractor is unable to accomplish theforegoing, then Contractor may procure such services from another source andcharge to Subcontractor’s account all costs, expenses and damages associatedherewith.  Such charges shall not besubject to netting out of valid invoice payments to be made by the Contractorto the Subcontractor.

 

## **ARTICLE 10.  ACCEPTANCE**

## ** **

Acceptanceof any part of this Subcontract shall not bind Contractor to accept futureperformance of services, and shall not be deemed to be a waiver of Contractor’srights to cancel services because of failure to conform to the Subcontract, orother breach of warranty, or to make any claim for damages, including loss ofprofits, injury to reputation or other special, consequential and incidentaldamages.

 

#### **ARTICLE 11.  WARRANTY**

#### ** **

Subcontractorwarrants that any service performed hereunder shall be performed in accordancewith the specifications and with that degree of skill and judgment exercised byrecognized professional firms performing services of a similar nature andconsistent with best practices in the industry. All representations and warranties of Subcontractor shall run toContractor and Contractor’s customers. Remedies under this warranty shallinclude, without limitation, at Contractor’s option and at Subcontractor’s soleexpense, re-performance or reimbursement of the applicable Line Item Codeprice. The foregoing shall survive any delivery, inspection, acceptance orpayment by Contractor.

 

# **ARTICLE 12.  COMPLIANCE WITH LAWS**

# ** **

Subcontractor shall comply with the applicable provisions of any state,federal, or local law and ordinance and all orders, rules and regulationsissued there under.

 

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# **ARTICLE 13. COMMUNICATIONS**

# ** **

All communications relating to this Subcontract with the Prime orGovernment agencies being supported by work hereunder shall pass through theContractor unless the Subcontractor shall have been specifically authorized bythe Contractor’s Project Manger to provide information directly to anotherparty.

 

Notwithstanding any provisions of the attached scope of work to thecontrary, all reports and deliverables required shall be submitted to theContractor unless direct submission to the Government or Prime is specificallyauthorized in writing.

 

# **ARTICLE 14.  NOTICES AND ADMINISTRATION**

# ** **

Any notice or order provided for in this Agreement shall be consideredas having been given, subject to the following procedures:

 

A.           Mr. Curt Hull, GeneralManager, has overall responsibility for the direction of the work on behalf ofContractor. Technical documents to the Contractor are to be addressed to:

 

Mr. Curt HullGeneral ManagerThe S.M. Stoller Corporation990 S. Public Road, Suite ALafayette, CO  80026(303) 546-4314 phone(303) 443-1408 faxchull@stoller.com

 

B.             Contractualdocuments to Contractor are to be addressed to:

 

Ms. Claire NevilleContract AdministratorThe S.M. Stoller Corporation990 S. Public Road, Suite ALafayette, CO  80026(303) 546-4414 phone(303) 443-1408 faxcneville@stoller.com

 

C.             VirgeneIdeker Mulligan has responsibility for the direction of the work on behalf ofSubcontractor. Technical documents to Subcontractor are to be addressed to:

 

Virgene Ideker MulliganKaiser Analytical Management Services, Inc.12303 Airport WayBroomfield, CO 80021720-889-2773 phone720-889-2775 fax

 

D.            Contractual documentsto Subcontractor are to be addressed to:

 

Douglas W. McMinnKaiser Group Holdings, Inc.12303 Airport Way, Suite 125Broomfield, CO 80021703-934-3655 phone703-934-3029 faxdmcminn@kaisergroup.com email

 

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# **ARTICLE 15.  LOWER-TIER SUBCONTRACTS**

# ** **

Subcontractor shall obtain Contractor’s written consent before placingany Lower-Tier Subcontract for furnishing any of the work called for in thisAgreement except for the purchase of raw material or commercial stock items andfor purchases from the on-going subcontracts assigned to the Subcontractor atthe beginning of the execution of the work under this Subcontract.  Lower-Tier Subcontracts shall be approved bythe Prime prior to receipt of Contractor’s written consent.

 

# **ARTICLE 16. INSURANCE**

# ** **

Inaccordance with subparts (a) and (b) below, Subcontractor agrees to provideCertificates of Insurance evidencing that the required insurance coverages arein force and providing not less than 30 days notice prior to any cancellationor restrictive modification of the policies. Further, the required insurance coverages below shall be primary andnon-contributing with respect to any other insurance that my be maintained byContractor.  The below required coveragesand their limits in no way lessen nor affect Subcontractor’s other obligationsor liabilities set forth in this Subcontract.

 

A.           To the extent that Subcontractor isperforming services under this Subcontract, Contractor agrees to purchase andmaintain at its own expense the following insurance coverages with minimumlimits as stated:

 

(i)                                     Statutory Worker’s Compensation andEmployer’s Liability in an amount no less than $1 Million per occurrencecovering its employees, including a waiver of subrogation obtained from thecarrier in favor of Contractor.

(ii)                                  Commercial General Liability in anamount no less than $1 Million per occurrence and $2 Million in the aggregatecovering bodily injury, broad form property damage, personal injury, productsand completed operations, contractual liability, and independent contractor’sliability. Subcontractor, its officers and employees shall be included, asAdditional Insureds and a waiver of subrogation shall be obtained from thecarrier in favor of the Contractor.

(iii)                               Automobile liability in an amount noless than $1 Million Combined Single Limit for Bodily Injury covering use ofall owned, non-owned, and hired vehicles. Contractor, its officers and employees shall be included as AdditionalInsureds on the policy;

(iv)                              Professional liability in an amount noless than $1 Million per occurrence covering damages caused by any acts,errors, and omissions arising out of the professional services performed bySubcontractor, or any person for whom the Subcontractor is legally liable.  To the extent that coverage forSubcontractor’s services are not excluded in (ii) above by virtue of beingdeemed not of a professional nature, this requirement does not apply.

(v)                                 All-Risk Property Insurance in an amountadequate to replace property, including supplies covered by this Subcontract,of Contractor and/or Client which may be in the possession or control ofSubcontractor. Contractor shall be named as a Loss Payee with respect to lossor damage to said property and/or supplies furnished by Contractor.

 

# **ARTICLE 17. ADVERTISING**

# ** **

Subcontractor and its lower-tier subcontractors shall not publishphotographs or articles, give press releases or make statements of any sortabout, or otherwise publicize the existence of or scope of this Agreement, orany generalities or details about the work relating to this Agreement, withoutfirst obtaining Contractor’s written consent. Contractor’s consent shall be given only upon written approval by Prime.

 

# **ARTICLE 18. TAXES**

# ** **

The prices in this Agreement include all applicable federal, state, andlocal taxes.  Except for any taxes, whichare subject to reimbursement pursuant to Article 4, Subcontractor shallindemnify Contractor against all liability for all taxes that are imposed on,or with respect to, or are measured by amounts associated with the workfurnished hereunder, and the wages, salaries, and other remuneration’s paidpersons employed in connection with the performance of this Agreement.

 

# **ARTICLE 19.  RECORDS AND AUDITING**

# ** **

A.           Subcontractorshall maintain such books, records, and accounts as are necessary for properfinancial management of the work.  Theseshall be set up and maintained in accordance with generally accepted accountingprinciples and practices consistently applied. These systems, and the procedures associated therewith, shall be subjectto examination by the DOE or Prime during normal business hours and uponreasonable notice.

 

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B.             Subcontractor shall organize its books,records, and accounts to provide for information segregation and retrieval asPrime or its representative may reasonably request.

C.             The DOE or Prime shall have access, at allreasonable times during the term of this Agreement and for three yearsfollowing completion or termination, to Subcontractor’s books, records, andaccounts pertaining to the work performed under this Agreement for inspectionand audit.

 

# **ARTICLE 20.  NONSOLICITATION**

# ** **

Neither party will knowingly solicit, recruit, hire or otherwise employor retain the employees of the other party during the term of this Subcontractand for one (1) year thereafter, but either party may solicit generally in themedia or hire an employee of the other party who answers any advertisement orwho otherwise voluntarily applies for hire without having been personallysolicited or recruited by the hiring party.

 

# **ARTICLE 21.  DEFAULT AND REMEDY**

# ** **

In the event of:  (a) any breachby Subcontractor of any provisions of this Agreement which Subcontractor failsto remedy within ten (10) days after receipt of notice thereof from Contractoror, if the breach cannot reasonably be remedied within ten (10) days,Subcontractor fails immediately to commence and promptly to complete theremedying thereof or (b) any initiation by or against Subcontractor of anybankruptcy, insolvency, receivership, or similar proceedings, Contractor shallsend a written request to KGH requesting a meeting with senior management ofKGH to discuss the breach and negotiate a mutually plan of action to remedy thebreach.  If Contractor and KGH are unableto agree upon such a plan within thirty (30) days after Contractor requestssuch meeting, Contractor has the right, in addition to other rights or remediesit may have hereunder or by law, to terminate Subcontractor’s right to proceedwith the performance of this Agreement, by giving notice to Subcontractor and,by itself or its nominee, to take over and complete such performance.  In such a case, Contractor will pay Subcontractor,in full satisfaction of its obligations to Subcontractor, for (a) all workfurnished prior to termination and (b) all other costs reasonably incurred bySubcontractor and approved by Contractor as a result of termination (includingreasonable costs of personnel and office demobilization), less the aggregateamount of all payments previously made by Contractor to Subcontractorhereunder.

 

# **ARTICLE 22.  EXCUSED NON-PERFORMANCE**

# ** **

Either Contractor or Subcontractor shall be excused from performance ofits obligations hereunder in the event of and to the extent that suchperformance is delayed or prevented by (a) any circumstances reasonably beyondits reasonable control or (b) fire, explosion, accidental breakdown ofmachinery or equipment, strikes or other labor disputes, riots or other civildisturbances, or compliance with any law, ordinance, regulation, or order ofany governmental authority.  EitherContractor or Subcontractor shall give the other party notice, as soon asreasonably practicable, of the occurrence or anticipated occurrence of anyexisting circumstance affecting it, and shall exercise all reasonable effortsto mitigate or eliminate such circumstance.

 

# **ARTICLE 23. CHANGES**

# ** **

A.           The Subcontractor shall make no changes inthe work or timing of its performance except as ordered in a written letter ofinstruction by Contractor.  Additionalwork performed by Subcontractor without authorization for Contractor will notentitle Subcontractor to reimbursement or payment for such work.  Written changes to the Contract may beordered, at any time, to the Contract, including but not limited to (a)revising or adding to the work or deleting portions thereof, or (b) revisingthe period of performance or schedules.

B.             If any change under this paragraph causesan increase or decrease in the cost of, or the time required for performanceof, the work, or otherwise affects any other provision to this Agreement, anequitable adjustment shall be made by Contractor in (a) the Agreement price,(b) the period of performance and work schedules, and/or (c) such otherprovisions of this Agreement as may be so affected, and this Agreement shall bemodified in writing accordingly.  

C.             Any claim by Subcontractor for adjustmentunder these paragraphs shall be asserted in writing to Contractor withinfifteen (15) working days from the date of receipt by Subcontractor of thechange order.  Contractor shall respondin writing within ten (10) days to acknowledge receipt of such a claim.

 

# **ARTICLE 24.** TERMINATION,SUSPENSION, OR EXTENSION FOR CONTRACTOR’S CONVENIENCE

# ** **

A.           Contractor may terminate, suspend, or extendall or any part of the work upon delivery of written letter of instruction toSubcontractor.  Subcontractor, uponreceiving such notice, shall terminate, suspend, or extend performance of thework as directed therein.  In the eventof suspension or extension, Subcontractor shall resume performance of the workwhen so notified by Contractor. Notwithstanding anything in this Subcontract to the contrary, Contractorshall

 

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not be entitled to terminate this Subcontractor in whole or in part forconvenience (or reduce the work to be performed by Subcontractor hereunder by achange order or otherwise) unless the Prime has terminated the primecontractor, in whole or part, or has reduced or eliminated from the primecontract the work to be performed by the Subcontractor under this Subcontract.

B.             In case of such suspension or extension,Contractor will reimburse and compensate Subcontractor in accordance withArticle 4 for any work furnished during the suspension or extension andwhen reactivating the services at the end of the suspension or extensionprovided, however, that such work shall be limited to that reasonably and necessarilyrequired by Subcontractor and requested or approved by Contractor.

C.             In case of termination, Contractor shallreimburse Subcontractor for all work performed prior to termination and anycosts reasonably incurred by Subcontractor and approved by Contractor, as setforth in ARTICLE 23.

D.            Inthe event that a total suspension of work by Contractor exceeds ninety (90)consecutive days, Subcontractor may terminate this Agreement by givingContractor thirty (30) days’ written notice. In the event of termination, whether initiated by Contractor orSubcontractor, Subcontractor shall:

 

(i)             Stop performance of all work except thatreasonably necessary to carry out termination.

(ii)          Make no further monetary commitments exceptwith consent of Contractor.

(iii)       Assign to Contractor, upon Contractor’s request,all rights of Subcontractor to any or all outstanding lower-tier subcontracts.

(iv)      At Contractor’s request, terminate any or alloutstanding lower-tier subcontracts.

(v)         Take any other action toward termination thatContractor may reasonably request.

 

E.              For subcontracts assigned to Contractorpursuant to this article, Contractor will assume all outstanding contractualobligations of Subcontractor to third parties from the date of termination andwill assume responsibility for and take possession of all work, material, andequipment pertaining thereto.

 

# **ARTICLE 25. DISPUTES**

# ** **

All disputes arising under or relating to this subcontract shall besubmitted to Contractor’s Project Manager. If, within thirty (30) days after such submission, the parties have notreached a mutually acceptable resolution of the dispute, either party mustpursue the matter in the Boulder County District Court in Boulder.  If a decision on a question is issued by thePrime under the Contractor Subcontract, and the decision relates to Agreementbetween Contractor and Subcontractor, said decision shall be binding accordingto its terms upon Contractor under Contractor Subcontract and shall also bebinding upon Contractor and Subcontractor with respect to this Agreement.  However, if Subcontractor is affected by sucha decision, and if Contractor elects not to appeal such decision, Contractorshall so notify Subcontractor within ten (10) days of receipt of thedecision.  If Subcontractor submitswithin ten (10) days a written request to Contractor to appeal such decision,Contractor shall file an appeal with the Prime. All costs and expenses incurred by Subcontractor and Contractor as partof such an appeal at Subcontractor’s request shall be paid by Subcontractor andshall not be reimbursable or otherwise compensable as a cost under thissubcontract unless the Board of Contract Appeals or the court rules that suchcosts are or should be recoverable. Pending the resolution of any dispute, Subcontractor shall proceed asdirected by Contractor in writing in accordance with the subcontract, andsubject to a claim for an equitable adjustment in (a) the Agreement price, (b)the period of performance and work schedules, and/or (c) such other provisionof this Agreement as may be so affected, if appropriate.

 

# **ARTICLE 26. WAIVER**

# ** **

No right or obligation of, or default by, either Contractor orSubcontractor shall be deemed waived by any other waiver of the same or anyother right, obligation, default, or by any previous or subsequent forbearanceor course of dealing.

 

# **ARTICLE 27. ASSIGNMENT**

# ** **

Except as otherwise provided herein, neither this Agreement nor anyclaim against either party arising directly or indirectly out of or inconnection with this Agreement shall be assignable or transferable by eitherparty or by operation of law, without the prior written consent of theother.  Notwithstanding the foregoing,KGH shall have the right to assign this Subcontract to its affiliate, KaiserAnalytical Management Services, Inc.

 

** ARTICLE 28.  PATENTS AND INVENTIONS**

 

A.           It is mutually agreed that neitherContractor nor Subcontractor shall acquire directly or by implication anyrights in the patents and inventions of the other party hereto.

 

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B.             Any inventions or discoveries made orconceived by one or more employees of Contractor or Subcontractor during theterm of this Subcontract shall be the sole property of that party. 

C.             It is mutually agreed that any inventionmade jointly by one or more employees of Contractor and Subcontractor in thecourse of work under this Subcontract shall be jointly owned by the Contractorand Subcontractor, with Contractor and Subcontractor owning an undividedone-half interest in all such joint inventions. The costs of preparation, filing, and prosecution of patent applicationsfor such jointly owned inventions shall be borne by the party electing toprepare and to prosecute such application. So far as practicable, Contractor and Subcontractor will equally dividethe joint applications each is to file and prosecute hereunder.  The other party shall, and hereby agrees to,furnish the filing party with all documents, papers, assignments, or otherassistance that may be necessary or desirable in the filing and prosecution ofeach such application.

D.            With respect to each joint invention, theparty which elects to file a patent application in the United States shall havethe first right of election to file corresponding patent applications inforeign countries.  Within a six-monthperiod commencing from the date a corresponding U.S. application is filed, suchparty shall notify the other party of those foreign countries, if any, in whichit elects to file corresponding patent applications.  After said six-month period, the other partyshall have the right to file patent applications in all foreign countries notelected and designated for filing by said party.

E.              In the case of an application for patentfor joint invention which is filed in a country which requires the payment ofannual taxes or annuities on a pending application or an issued patent, theparty which files the application shall, prior to filing, request the otherparty to indicate whether or not it will agree to pay one-half of such annualtaxes or annuities.  If such other partyrefuses to pay its share, that other party shall, and hereby agrees to, assignits share of the title to the application or to the patent, as the case may be,to the filing party, subject to the retention of a royalty-free, nonexclusiveand nonassignable license to make, have made, use, lease and sell, suchinvention under such patent.

F.              Theparty that prepares and prosecutes applications under this Subcontract shall bethe sole judge as to the extent of prosecution it desires to carry on and as tothe scope of the claims it elects to prosecute therein.  Where one party is prosecuting an applicationin which the other party has rights thereunder, in the event said one partyelects to discontinue or abandon prosecution or not to perfect an appeal orother matter in any ex parte or inter partes proceeding, said one party shall,upon request, appoint and grant the other party full power of attorney with theright to intervene in and control said prosecution, appeal, or other matter.

 

# **ARTICLE 29.  COPYRIGHTS AND DATA**

# ** **

A.           It is mutually agreed that neitherContractor nor Subcontractor shall acquire directly or by implication anyrights in the data and copyrights of the other, including, but not limited to,copyrights in works of authorship, including software, firmware or other formsof computer programs.

B.             Any rights in data or copyrights in worksof authorship, including software, firmware or other forms of computerprograms, created by one or more employees of Contractor or Subcontractorduring the term of this Subcontract shall be the sole property of thatparty.  Copies of data and works ofauthorship released by the party owning such to the other party hereto (the“receiving party”):

(i)             shall be treated by the receiving party asProprietary, whenever such copies bear a stamp or legend indicating the copiesare of a proprietary nature; and

(ii)          shall be treated by the receiving party inaccordance with the applicable U.S. Copyright Laws and any license or otheragreement setting forth restrictions on use.

 

C.             It is mutually agreed that any rights indata and copyrights in works of authorship created jointly by one or moreemployees of Contractor and Subcontractor in the course of work under this Subcontractshall be jointly owned by the parties with each party owning an undividedone-half interest in all such joint rights in data and copyrights.  The costs of preparing, filing, andmaintaining registrations for such jointly owned copyrights shall be borne bythe party electing to apply for registration. So far as practicable, the parties will equally divide the jointapplications for registration each is to file and maintain hereunder.  The other party shall, and hereby agrees to,furnish the filing party with all documents, papers, assignments, or otherassistance that may be necessary or desirable in the filing and maintenance ofeach such application and registration resulting therefrom.

 

11

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# **ARTICLE 30.  INDEMNIFICATION**

# ** **

A.           Subcontractor shall indemnify, defend and hold Stollerand Stoller’s customers harmless from and against any and all damages, losses,liabilities and expenses (including reasonable attorney’s fees) arising out ofor relating to any claims, causes of action, lawsuits or other proceedings,regardless of legal theory, that result, in whole or in part, fromSubcontractor’s (or any of Subcontractor’s subcontractors, suppliers,employees, agents or representatives): (i) intentional misconduct, negligence,or fraud, (ii) breach of any representation, warranty or covenant made herein,or (iii) products or services including, without limitation, any claims thatsuch products or services infringe any United States patent, copyright, trademark,trade secret, or any other proprietary right of any third party.

B.             Contractor shall promptly notify Subcontractor o anyclaim against Contractor that is covered by this indemnification provision andshall authorize representatives of Subcontractor to settle or defend any suchclaim or suit and to represent Contractor in, or take charge of, any litigationin connection therewith.

 

**ARTICLE 31. INFRINGEMENT INDEMNITIES**

 

Subcontractorshall indemnify, defend and hold Contractor and Contractor’s customers (hereinaftercollectively referred to as “Contractor) harmless from and against any claim,suit or proceeding (“claim”) brought against Contractor asserting that thegoods or services, or any part thereof, furnished under this Subcontract, orContractor’s use (including resale) thereof, constitutes an infringement of anypatent, trademark, trade secret, copyright or other intellectual propertyright, and Subcontractor shall pay all damages costs awarded against andreasonable expenses incurred by Contractor in connections with such claimincluding reasonable attorney’s fees.  Inthe event such goods or services or use thereof are enjoined in whole or inpart, Subcontractor shall at its expense and option undertake one of thefollowing: (i) obtain for Contractor the right to continue the use of suchgoods or services; (ii) in a manner acceptable to Contractor, substituteequivalent goods or services or make modifications thereto so as to avoid suchinfringement and extend this indemnity thereto; or (iii) refund to Contractoran amount equal to the purchase price for such goods or services plus anyexcess costs or expenses incurred in obtaining substitute goods or servicesfrom another source.

 

**ARTICLE 32. NON-WAIVER OF RIGHTS**

 

Thefailure of Contractor to insist upon strict performance of any of the terms andconditions in this Subcontract or to exercise any rights or remedies, shall notbe construed as a waiver of its rights to assert any of same or to rely on anysuch terms and conditions at any time thereafter.  Any rights and remedies specified under thisSubcontract shall be cumulative, non-exclusive and in addition to any otherrights and remedies available at law or equity. The invalidity in whole or in part of any term of condition of thisSubcontract shall not affect the validity of other parts thereof.

 

# **ARTICLE 33.  INDEPENDENT CONTRACTOR**

# ** **

It is understood and agreed that Subcontractor is not an employee forany purpose whatsoever.  Subcontractoragrees that in all matters relating to this Subcontract it shall be acting asan independent contractor and shall assume and pay all liabilities and performall obligations imposed with respect to the performance of this Subcontract.Subcontractor shall have no right, power or authority to create any obligation,expressed or implied, on behalf of Contractor and or Prime and shall have noauthority to represent Contractor as an agent.

 

# **ARTICLE 34. GOVERNING LAW**

# ** **

This Agreement shall be construed and otherwise governed pursuant tothe laws of the State of Colorado.

 

# **ARTICLE 35.  COMPLETE AGREEMENT**

# ** **

This Agreement, including all documents incorporated herein byreference, shall constitute the entire agreement and understanding between theparties hereto and shall supersede and replace any and all prior or contemporaneousrepresentations, agreements or understandings of any kind, whether written ororal, relating to the subject matter hereof.

 

# **ARTICLE 36.  ORDER OF PRECEDENCE**

# ** **

In the event of an inconsistency or conflict between provisions of thisSubcontract, the inconsistency or conflict shall be resolved by givingprecedence in the following order:

 

1. Subcontract Terms and Conditions and Exhibits thereto

2. Specifications and/or drawings

3. Other provisions when attached

 

12

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## **ARTICLE 37.  SUBCONTRACTOR PREQUALIFICATION**

## ** **

Subcontractor shall submit a completed Representation andCertifications, and Health and Safety Worksheet, attached.

 

# **ARTICLE 38.  ATTACHMENTS and EXHIBITS**

# ** **

The attachments and appendices listed below are hereby attached to andmade a part of this subcontract.

 

Attachment A – Scope of Work

Attachment B – Left Blank Intentionally

Exhibit C – Representation and Certifications

Exhibit D – Health and Safety Worksheet

Exhibit E – General Provisions

Exhibit F – Special Provisions

 

**IN WITNESS WHEREOF,** the parties hereto haveexecuted this Agreement as of the date first written above.

 
| KAISER GROUP HOLDINGS, INC. | THE S.M. STOLLER CORPORATION      |
|-----------------------------|-----------------------------------|
|                        |                              |   |   |
| By:                         |   /s/ Douglas W. McMinn |   | By: | /s/ Curtis G. Hull |   |
|                        |                              |   |   |   |   |
| Name:                       |   Douglas W. McMinn     |   | Name: | Curtis G. Hull |   |
|                        |                              |   |   |   |   |
| Title:                      | Senior Vice President             |   | Title: | Senior Vice President |   |
|                             |                                   |  |  |  |  |  |

 

13

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**Attachment A**

 

 

**STATEMENT OF WORK**

 

**FOR**

 

**STOLLER ANALYTICAL SERVICES**

 

**OPERATIONS AND INTEGRATION**

 

**July 1, 2004**

 

----

 

***TABLE OF CONTENTS***

* *
| **Section**                             | ** **                                      | ** **   | ** ** |
|-----------------------------------------|-------------------------------------------------|--------------|------------|
| ** **                              | ** **                                      |
| **TABLE OF  CONTENTS**                  | ** **                                      |
| ** **                              | ** **                                      |
| **INTRODUCTION**                        | ** **                                      |
| ** **                              | ** **                                      |
| **GENERAL  BACKGROUND**                 | ** **                                      |
| ** **                              | ** **                                      |
| **SCOPE**                               | ** **                                      |
| ** **                              | ** **                                      |
| 1.0                                     | ORGANIZATION  AND KEY PERSONNEL REQUIREMENTS    |         |
| *1.1*                                   | *Organization*                                  | * *     |
| *1.2*                                   | *Key  Personnel*                                | * *     |
| *1.2.1*                                 | *Chief Operating Officer*                       | * *     |
| *1.2.2*                                 | *Deputy Chief Operating  Officer*               | * *     |
| *1.2.3*                                 | *Data Management Administrator*                 | * *     |
| *1.2.4*                                 | *Technical Lead  Administrator*                 | * *     |
| *1.3*                                   | *Other Organizational Areas*                    | * *     |
| *1.3.1*                                 | *Contractor Technical  Representatives*         | * *     |
| *1.3.2*                                 | *Records Management*                            | * *     |
| *1.3.3*                                 | *Data Management*                               | * *     |
| * *                                | *** ***                                    | *** *** |
| **EXHIBIT B: GENERAL  REQUIREMENTS**    | ** **                                      |
| ** **                              | *** ***                                    | *** *** |
| *1.0*                                   | *KEY  PERSONNEL*                                | * *     |
| 2.0                                     | MEETINGS                                        |         |
| 3.0                                     | AUDITS                                          |         |
| 4.0                                     | SOW MAINTENANCE                                 |         |
| 5.0                                     | WORK  SCHEDULE                                  |         |
| *5.1*                                   | OFF-HOUR AVAILA*BILITY*                         | * *     |
| 6.0                                     | EMERGENCY OPERATIONS SUPPORT                    |         |
| 7.0                                     | ACTIVITIES NOT COVERED BY UNIT  PRICING         |         |
| *7.1*                                   | *SOW MANAGEMENT*                                | * *     |
| *7.1.1*                                 | *SOW  Development*                              | * *     |
| *7.1.2*                                 | *SOW  Changes*                                  | * *     |
| *7.2*                                   | *Rocky Flats Contract  Closure Activities*      | * *     |
| *7.3*                                   | *Long Term Stewardship  Support and Transition* | * *     |
| * *                                | *** ***                                    | *** *** |
| **EXHIBIT C: Evidentiary Requirements** | ** **                                      |
| ** **                              | ** **                                      | ** **   |
| 1.0                                     | QUALITY ASSURANCE PROGRAM                       |         |
| *2.0*                                   | *DATA MANAGEMENT*                               | * *     |
| *3.0*                                   | *HEALTH AND  SAFETY REQUIREMENTS*               | * *     |

 

2

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**INTRODUCTION**

* *

This Statement of Work (SOW) describes the technicalservices required to provide operation and management support to SM StollerCorporation for centralized management of full service analytical supportcapabilities.

 

***GENERALBACKGROUND***

* *

Kaiser-Hill (KH) is the Integrating ManagementContractor for the Department of Energy (DOE)’s Rocky Flats EnvironmentalTechnology Site (RFETS or Site) near Denver, Colorado.  The Site is a former nuclear weaponsprocessing facility currently undergoing deactivation and decommissioning(D&D).  Kaiser Group Holdings(KGH)has a 50% stake in KH.

 

K-H Analytical Services Division (ASD) has providedcomprehensive analytical support to the RFETS that includes sample planning andconsultation; sample tracking; sample collection and sample shipment;laboratory procurement; data receipt, examination, verification, andvalidation; data problem resolution; hard copy and electronic data management;laboratory performance assessment; and data archival/maintenance.  ASD has also been responsible for processingand approving laboratory invoices, direct vendor payment and conductinglaboratory audits.  

 

These activities are currently performed by acombination of Kaiser-Hill and subcontractor personnel.  In keeping with the DOE and K-H’sprivatization and outsourcing goals, K-H wishes to divest the remainingin-house ASD functions to a Sample Management (SM) Subcontractor.  This Statement of Work defines the functionsfor KGH in support of the Stoller Centralized Analytical Services Organization..

 

***SCOPE***

* *

Personnel will be provided by KGHI to support theStoller Centralized Analytical Services Organization.  The primary functions supported by KGHIinclude:

 

•                  Chief Operating Officer of Analytical Services

•                  Sample Planning and Technical Consultation

•                  Contract Technical Oversight

•                  Data Management 

•                  Records Management

•                  Quality Oversight

 

A brief description of each of the primary functionsis provided below.

 

3

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**ChiefOperating Officer of Analytical Services**

 

Provides oversight forday-to-day operational management of KGH and oversight of Stoller CentralizedAnalytical Services activities to ensure services are fully integrated for anaccurate, safe, and cost effective operation to secure quality data and reduceliability to the customer.

 

**Planningand Technical Consultation Services**

 

Provides technicalsupport during the development and implementation of sampling and analysisplans, schedules sampling events, coordinates radiological screening andlaboratory resources, initiates work requests through software trackingapplications, generates and processes paperwork, tracks sample data throughreport delivery, performs preliminary data assessment, and resolves technicalissues with the customer and laboratories. Subject matter expertise is provided in the areas of chemical,industrial hygiene, biota, microbiology, geotechnical, bioassay andradiochemical analysis. 

 

**ContractTechnical Oversight**

 

Provides technicaloversight of contracts with commercial laboratories and vendors.  All contracts are procured, maintained andapproved for according to Stoller and specific site Procurement QualityAssurance Evaluated Suppliers List (ESL) prior to use.  

 

**DataManagement Services**

 

Provides accurate andcost effective analytical results to the customer through electronic datareceipt, data processing and tracking, and database storage.  Services include database applications, webbased services, programming support, and data system operations and maintenancethat allow ease of sample and data tracking, data distribution, data retrieval,data archiving, and automated vendor payment.  

 

**RecordsManagement Services**

 

Provides services toreceive, track, manage, and archive analytical records in compliance withFederal Records Management Regulations including data entry, document receiptand distribution, document storage and archiving, and document retrieval. 

 

**QualitySystem Management**

 

Provides qualityoversight to all aspects of Analytical Services. This includes oversight ofdata assessment services, participation in commercial and onsite laboratoryaudits, procurement quality assessment, and the continual assessment andimprovement of the quality systems required by the customer and regulators. 

 

4

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**EXHIBITA:**

** **

**SUMMARYOF REQUIREMENTS**

** **

**1.0****                               ORGANIZATION AND KEY PERSONNELREQUIREMENTS**

# ** **

## **1.1**                               Organization

## ** **

KGHI will provide operations oversight and management, chemist SMEs,contractor technical representatives, records management, and analyticalservices specific data management for the Stoller Centralized AnalyticalServices Organization by utilizing both KGHI employees and subcontractorcapability. KGHIshall provide résumés for personnel holding key positions in the proposal.Résumés shall include position description, title, education (pertinent to theduties performed for this SOW), number of years of experience (pertinent to theduties performed for this SOW), month and year hired, previous experience,patents and publications. 

 

## **1.2**                               KEY PERSONNEL

## ** **

## **1.2.1**                     Chief Operating Officer

## ** **

Name:               Virgene Ideker Mulligan

Responsibility:  Responsible for the management andintegration of all services provided under this SOW.  Ensures all K-H analytical services needs aremet or exceeded through Site closure. 

Education:  Bachelor’s Degree in Biology andChemistry.  Masters work in MolecularGenetics and Environmental Chemistry with an emphasis on Radiochemistry.

Experience:                                    Managerof the Kaiser-Hill Analytical Services division for over seven years.  Responsible for organizational structure thathas been recognized by the Department of Energy as a model for thecomplex.  DOECAP qualified lead auditorwith qualifications also in quality assurance, radiochemistry,  materials management and LaboratoryInformation Systems.  Technical team leadfor the Integrated Contractor Procurement Team. Certified Hazardous Materials Manager. 

 

## **1.2.2**                     Deputy Chief Operating Officer

## ** **

Name:               Edward A. Brovsky

Responsibility:  Responsible for oversight of data quality anddata assessment activities, Statement of Work development and maintenance,maintenance of the Evaluated Suppliers List (ESL) and serving for the COOduring her absence.

Education:  Bachelor’s Degree in Chemistry.

Experience:                                    Deputymanager of Kaiser-Hill Analytical Services Division for over seven years.  Responsible for Statement of Work developmentand maintenance, Quality Oversight, and covering for the ASD manager in herabsence.  Previous experience includeschemist responsibilities in the Rocky Flats laboratory system and management ofsampling operations.  Certified DOECAPQuality Assurance auditor.

 

## **1.2.3**                     Data Management Administrator

## ** **

Name:  Mark Wood

Responsibility:  Oversight of all Data Management Activitiesincluding the Analytical Services Management System (ASMS), GeographicalInformation System (GIS), , web based services, electronic image and datareceipt

Education:

Experience:  Data Management Administrator for the KHAnalytical Services Division since 2000. Previous experience includes project management of significantenvironmental cleanup projects.

 

5

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## **1.2.4**                     Technical Lead Administrator

## ** **

Name:  Shelly Johnsen

Responsibility:  Oversight of team responsible for planningand technical consulting activities.

Education:  Bachelor’s degree in Chemistry and Biology

Experience:  Project Lead for the Kaiser-Hill AnalyticalServices Division since 2000.  Previousexperience includes data validation and laboratory bench chemistry.  Certified DOECAP auditor for inorganic andorganic chemistry.

 

## **1.3**                               OTHER ORGANIZATIONAL AREAS

## ** **

## **1.3.1**                     Contractor Technical Representatives

## ** **

Responsibility:   The directcontact with the laboratory for all technical issues.  Duties include technical guidance, invoiceapproval, performance assessment, purchase order development, task orderdevelopment, and monitoring nonconformances.

 

## **1.3.2**                     Records Management

## ** **

Responsibility: QualityRecords management, data system input, report distribution, and records archiveusing micro film processing per the requirements identified in the SOW for *Analytical Services Document and Record Management, AS05*(current version).  

 

## **1.3.3**                     Data Management

## ** **

Responsibility:Database management and maintenance; application development, and Web basedservices per the requirements in *Data Management Services,AS04.*

 

6

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***EXHIBIT B:***

 

***GENERALREQUIREMENTS***

* *

## **1.0**                               KEY PERSONNEL

## ** **

KGHI shall ensure thatsufficient personnel are maintained to meet all requirements. KGHI shall notifyStoller in writing of any proposed changes to Key Personnel.  

 

# **2.0**                               MEETINGS

 

•                  KGHI personnelshall attend and conduct meetings as required to ensure applicable informationis disseminated to every employee.  

•                  A BiweeklyAnalytical Services Management & Integration Staff Meeting shall be held toaddress issues and to disseminate relevant information. 

•                  Biweeklyfunctional area meetings shall be held to address issues within the specificarea and to maintain cost efficient quality service to the customer.

 

# **3.0**                               AUDITS

# ** **

KGHI personnel shall conduct internal and externalaudits on laboratories and vendors. These audits will be conducted in conjunction with the Department ofEnergy Consolidated Audit Program (DOECAP) or through the KGHI auditprogram.  KGHI shall participate in thefollowing audits:

 

**•****                      *DOECAP LABORATORY ASSESSMENTS***

**•****                      *PRE-CONTRACT AWARD AUDITS***

**•****                      *POST CONTRACT CLOSURE AUDITS***

**•****                      *SURVEILLANCE AUDITS OF LABORATORIES AND VENDORS NOTINCLUDED IN THE DOECAP***

**•****                      *PROGRAM/PROJECT REQUIRED AUDITS, E.G. BIOASSAY PROGRAM***

* *

Post contract closure audits shall be conducted when alaboratory or vendor’s services are no longer needed in support of theSite.  

 

# **4.0**                               SOWMAINTENANCE

# ** **

KGHI shall updateexisting SOWs to ensure requirements reflect the work being performed or requested.  Changes to SOWs shall be made to accommodatea change in requirements and a change in the conduct of business.  All other changes will be addressed asdefined in section 7.0 of this SOW.

 

SOWs shall be revisioncontrolled to establish a chronological history of how data or services wereperformed.  All active or superceded SOWsshall be maintained and archived as quality documents. 

 

# **5.0**                               WORK SCHEDULE

# ** **

***KGHI shall align work schedules tothe Project or program supported and to the type of service being provided***.  

*** ***

## **5.1**                               OFF-HOURAVAILABILITY

## ** **

KGHI shall provide personnel to support activities identified in thisSOW during non-working hours when Site work activities extend past normal workschedules, when the Site moves to a 7 day/week operation, or when emergencysituations occur

 

7

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# **6.0**                               EMERGENCYOPERATIONS SUPPORT

# ** **

KGHI shall provide arepresentative for the Environmental position in the Hazards Action Center(HAC) for the Emergency Operations Center. In addition, KGHI shall provide representatives to the EnvironmentalFunctional Work Center (FWC) for emergency operations.  The HAC representative shall serve one timeper month.  The FWC will be covered everyweek.

 

# **7.0**                               ACTIVITIESNOT COVERED BYUNIT PRICING

# ** **

A task order will be required for all activities thatare not covered by the unit pricing for this SOW.  For critical requests and with Stollerapproval, KGHI will assume risk and will perform the activity concurrently withTask Order development.  If time permits,a Task Order will be developed and pricing completed prior to work performance.

 

Activities not covered by the unit pricing include butare not limited to:

 

## **7.1**                               SOW MANAGEMENT

## ** **

KGHI shall be responsiblefor the development and maintenance of all SOWs applicable to the StollerCentralized Analytical Services Division. SOWs shall be written in a manner that ensures quality service thatmeets the analytical needs.

 

## **7.1.1**                     SOW Development

## ** **

Special requests for analyses shall result in the development of newSOWs or the modification of existing ones. KGHI shall provide subject matter expertise in areas of need to developa concise set of requirements that results in the generation of high qualitydata or services.

 

## **7.1.2**                     SOW Changes

## ** **

Changes to SOWs to incorporate new ideas or cost savings, methoddevelopment or at the request of the Stoller will result in additional cost.

 

## **7.2**                               Rocky Flats Contract Closure Activities

## ** **

Activities associated with subcontract closure that are a result ofRocky Flats closure are not covered by this SOW.  At the time that Kaiser-Hill identifiesdefinitive closure activities and KH proves a task order or contractmodification to Stoller to complete additional work, a task order or contractmodification will be negotiated between KGHI and Stoller.

 

## **7.3**                               Long Term Stewardship Support and Transition

## ** **

Activities associated with any Long Term Stewardship activities are notcovered by this SOW.  Such activitieswill require a task order or contract modification.

 

8

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***EXHIBIT C:***

***Evidentiary Requirements***

* *

## **1.0**                               QUALITY ASSURANCE PROGRAM

## ** **

KGHI will operate under the Stoller Quality Assurance Program.

 

## **2.0**                               DATAMANAGEMENT

## ** **

KGHI shall ensure thatall data management activities are conducted in accordance with documentedQA/QC procedures.  Data managementactivities shall follow Good Automated Laboratory Practices (GALPs – EPA 2185)for data acquisition, entry, update, correction, deletion, storage, andsecurity of computer readable data and files.

 

## **3.0**                          HEALTH AND SAFETY REQUIREMENTS

## ** **

Operations performedunder this Subcontract shall be compliant to the Stoller Health & SafetyPlan (HSP).

 

9

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**ExhibitC**

 

**REPRESENTATIONS, CERTIFICATIONS OF OFFERORS**

 

Variousstatutes and regulations require the Contractor to obtain certainrepresentations, certifications, and other statements from Offerors inconnection with the award of contracts. To this end, all Offerors submitting aproposal in response to this solicitation must complete the followingrepresentations/certifications, which are marked with an “ý“.

 
| ý |   | 1.  |   | Certification Regarding  Debarment, Suspension, Proposed Debarment, and Other Responsibility Matters                                                                                                                                               |   |
|--------|--------|-----|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| ý |   | 2.  |   | Small  Business Program Representations                                                                                                                                                                                                            |   |
| o      |   | 3.  |   | Equal Low  Bids                                                                                                                                                                                                                                    |   |
| ý |   | 4.  |   | Certification  of Non-segregated Facilities                                                                                                                                                                                                        |   |
| ý |   | 5.  |   | Previous  Contracts and Compliance Reports                                                                                                                                                                                                         |   |
| ý |   | 6.  |   | Certification  and Disclosure Regarding Payments to Influence Certain Federal Transactions                                                                                                                                                         |   |
| o      |   | 7.  |   | Foreign  Ownership, Control, or Influence Over Contractor                                                                                                                                                                                          |   |
| o      |   | 8.  |   | Organizational  Conflicts of Interest - Disclosure                                                                                                                                                                                                 |   |
| ý |   | 9.  |   | Affirmative  Action Compliance                                                                                                                                                                                                                     |   |
| o      |   | 10. |   | Exemption from Application  of Service Contract Act Provisions for Contracts for Maintenance,  Calibration, and/or Repair of Certain Information Technology, Scientific and  Medical and/or Office and Business Equipment Contractor Certification |   |
| ý |   | 11. |   | Clean Air and Water  Certification                                                                                                                                                                                                                 |   |
| ý |   | 12. |   | Agreements  Regarding Workplace Substance Abuse programs at DOE Facilities                                                                                                                                                                         |   |
| ý |   | 13. |   | Certification of Toxic  Chemical Release Reporting                                                                                                                                                                                                 |   |
| ý |   | 14. |   | Cost  Accounting Standards, Notices, and Certification                                                                                                                                                                                             |   |
| o      |   | 15. |   | Royalty  Information                                                                                                                                                                                                                               |   |
| ý |   | 16. |   | Authorized Negotiators                                                                                                                                                                                                                             |   |
| ý |   | 17. |   | Taxpayer  Identification                                                                                                                                                                                                                           |   |
| ý |   | 18. |   | Compliance  with Veterans Employment Reporting Requirements                                                                                                                                                                                        |   |

 

2

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**REPRESENTATIVES, CERTIFICATIONS, ANF OTHER STATEMENTS**

**OF OFFERORS**

 

**1.****                                     ****CERTIFICATI****ON REGARDING DEBARMENT,SUSPENSION, PROPOSED DEBARMENT, AND OTHER RESPONSIBILITY MATTERS (MAR 1996)(FAR 52.209-5)**

 

1.                                       The Offeror certifies, to the best of itsknowledge and belief, that –

 

(i)                                     The Offeror and/or any of its Principals – 

 

(A)                              Are o arenot ý presently debarred, suspended, proposed fordebarment, or declared ineligible for the award of contracts by any Federalagency.

 

(B)                                Have o havenot ý, within a 3-year period preceding this offer,been convicted of or had a civil judgment rendered against them for: commissionof fraud or a criminal offence in connection with obtaining, attempting toobtain, or performing a public (Federal, state or local) contract orsubcontract; violation of Federal or state antitrust statutes relating to thesubmission of offers; or commission of embezzlement, theft, forgery, bribery,falsification or destruction of records, making false statements, tax evasion,or receiving stolen property; and 

 

(C)                                Are o arenot ý presently indicated for, or otherwisecriminally or civilly charged by a government entity with, commission of any ofthe offenses enumerated in subdivision (a)(1)(i)(B) of this provision.

 

(ii)                                  The Offeror has o hasnot ý, within a 3-year period preceding this offer,had one of more contracts terminated for default by any Federal agency.

 

2.                                       “Principals,” for the purposes of thiscertification, means officers; directors; owners; partners; and. Persons havingprimary management of supervisory responsibilities within a business entity(e.g., general manager, plant manager, head of a subsidiary, division, orbusiness segment, and similar positions).

 

Thiscertification concerns a matter within the jurisdiction of an agency of theUnited Stated and the making of a false, fictitious, or fraudulentcertification may render the maker subject to prosecution undersection 1001, title 18, United States Code.

 

3.                                       The Offeror shall provide immediate writtennotice to the Contracting Officer in, at any time prior to contract award, theOfferor learns that its certification was erroneous when submitted or hasbecome erroneous by reason of changed circumstances.

 

4.                                       A certification that any of the items inparagraph (a) of this provision exists will not necessarily result inwithholding of an award under this solicitation. However, the certificationwill be considered in connection with a determination of the Offeror’sresponsibility. Failure of the Offeror to furnish a certification or providesuch additional information as requested by the Contracting Officer may renderthe Offeror non-responsible.

 

5.                                       Nothing contained in the foregoing shall beconstructed to require establishment of a system of records in order to render,in good faith, the certification requires by paragraph (a) of this provision.The Knowledge and information of an Offeror is not required to exceed thatwhich is normally possessed by a prudent person in the ordinary course ofbusiness dealings.

 

6.                                       The certification in paragraph (a) of thisprovision is a material representation of fact upon which reliance was placedwhen making award. If it is later determined that the Offeror knowinglyrendered an erroneous certification, in addition to other remedies available tothe Government, the Contracting Officer may terminate the contract resultingfrom this solicitation for default.

 

**2.****                                     ****SMALL BUSINESS PROGRAM REPRESENTATIONS (OCT 2000) (FAR 52.219-1)**

 

TheNorth American Industry Classification System (NAICS) code for this acquisitionis **541990**. The small business sizestandard is **$6.0** million.

 

Thesmall business size standard for a concern which submits an offer in its ownname, other than on a construction or service contract, but which proposes tofurnish a product which it did not itself manufacture, is 500 employees.

 

3

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*Representations.*

 

(1)                                  The Offeror represents as part of its offerthat it o is, ý is nota small business concern.

 

(2)                                  (Complete only if the Offeror representeditself as a small business concern in paragraph (b)(1) of this provision.) TheOfferor represents, for general statistical purposes, that it o is, o isnot, a small disadvantage business concern as defined in 13 CRF 124.1002.

 

(3)                                  (Complete only is the Offeror representeditself as a small business concern in paragraph (b)(1) of this provision.) TheOfferor represents as part of its offer that it o is, o is not a woman-owned small business.

 

(4)                                  (Complete only if Offeror represented itselfas a small business concern in paragraph (b)(1) of this provision.) The Offerorrepresents as part of its offer, that –

 

(i)                                     It o is, o is not a HUBZone small business concernlisted, on the date of this representation, on the List of Qualified HUBZoneSmall Business Concerns maintained by the Small Business Administration, and nomaterial change in ownership and control, principal office, or HUBZone employeepercentage has occurred since it was certified by the Small BusinessAdministration in accordance with 13 CFR Part 126; and

 

(ii)                                  It o is, o is not a joint venture that complies with therequirements of 13 CFR Part 126, and the representation in paragraph (b)(4)(i)of this provisions is accurate for the HUBZone small business concern orconcerns that are participating in the joint venture. (The Offeror shall enterthe name or names of the HUBZone small business concern or concerns that areparticipating in the jointventure:             .)Each HUBZone small business concern participating in the joint venture shallsubmit a separate signed copy of the HUBZone representation.

 

*Definitions.*

 

‘SmallBusiness Concern,” as used in this provision, means a concern, including itsaffiliates, that is independently owned and operated, not dominant in the fieldof operation in which it is bidding on Government contracts, and qualified as asmall business under the criteria in 13 CFR Part 121 and the size standard inparagraph (a) of this provision.

 

“Women-ownedsmall business concern,” as used in this provision means a small businessconcern – 

(1)                                  Which is at least 51 percent owned by one ormore women or, in the case of any publicly owned business, at least 51 percentof the stock of which is owned by one or more women; and

(2)                                  Whose management and daily business operationsare controlled by one or more women.

 

*Notice.*

(1)                                  If this solicitation is for supplies and hasbeen set aside, in whole or in part, for small business concerns, then theclause in this solicitation providing notice of the set-aside containsrestrictions on the source of the end items to be furnished.

(2)                                  Under 15 U.S.C.645(d), any person whomisrepresents a firm’s status as a small, small disadvantages, or woman-ownedsmall business concern in order to obtain a contract to be awarded under thepreference programs established pursuant to section 8(a), 8(d), 9, or 15of the Small Business Act or any other provision of Federal law thatspecifically references section 8(d) for a definition of programeligibility, shall – 

 

(i)                                     Be punished by imposition of fine,imprisonment, or both

(ii)                                  Be subject to administrative remedies,including suspension and debarment; and

(iii)                               Be ineligible for participation in programsconducted under the authority of the Act.

 

**3.****                                     ****EQUALLOW BIDS (OCT 1995) (FAR 52.219-2)**

 

NotApplicable.

 

**4.****                                     ****CERTIFICATIONOF NON-SEGREGATED FACILITIES (APR 1984) (FAR 52.222-21)**

 

“Segregatedfacilities,” as used in this provision, means any waiting rooms, work areas,rest rooms and wash rooms, restaurants and other eating areas, time clocks,locker rooms, and other storage or dressing areas, parking lots, drinkingfountains, recreation or entertainment areas, transportation, and housingfacilities provided for employees, that are segregated by explicit directive orare in fact segregated on the basis of race, color, religion, or nationalorigin because of habit, local custom, or otherwise.

 

Bythe submission of this offer, the Offeror certifies that it does not and willnot maintain or provide for its employees any segregated facilities at any ofits establishments, and that it does not and will not permit its employees toperform their services at any location under its control where segregatedfacilities are maintained. The Offeror agrees that a breach of thiscertification is a violation of the Equal Opportunity clause in the contract.

 

4

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TheOfferor further agrees that (except where it had obtained identicalcertifications from proposed subcontractors for specific time periods) it will–

 

(1)                                  Obtain identical certifications from proposedsubcontractors before the award of subcontracts under which the Subcontractorswill be subject to the Equal Opportunity clause;

 

(2)                                  Retain the certifications in the files; and

 

(3)                                  Forward the following notice to the proposedsubcontractors (except is the proposed subcontractors have submitted identicalcertifications for specific time periods):

 

NOTICETO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENT FOR CERTIFICATIONS OFNON-SEGREGATED FACILITIES.

 

NOTE:A Certification of Non-segregated Facilities must be submitted before the awardof a subcontract under which the Subcontractor will be subject to the EqualOpportunity clause. The certification may be submitted either for eachsubcontract or for all subcontracts during a period (i.e. quarterly,semiannually, or annually).

 

Thepenalty for making false statements in offers is prescribed in 18 U.S.C. 1001.

 

**5.****                                     ****PREVIOUSCONTRACTS AND COMPLIANCE REPORTS (APR 1984) (FAR 52.222-22)**

 

TheOfferor represents that

 

(a)it o has, ý hasnot participated in a previous contract or subcontract subject to the EqualOpportunity clause of this solicitation, the clause originally contained inSection 310 of Executive Order No. 10925, or the clause contained inSection 201 of Executive Order No. 1114;

 

(b)it o has, ý hasnot, filed all required compliance reports; and

 

(c)Representations indicating submission of required compliance reports, signed byproposed subcontractors, will be obtained before subcontract awards.

 

**6.****                                     ****CERTIFICATIONSAND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL****TRANSACTIONS (APR 1991) (FAR52.203-11)**

(Applicableif offer exceeds $100,000)

 

(a)The definitions and prohibitions contained in the clause, at FAR 52.203-12,Limitation on Payments to Influence Certain Federal Transactions, included inthis solicitation, are hereby incorporated by reference in paragraph (b) ofthis certification.

 

(b)The Offeror, by signing its offer, hereby certifies to the best of his or herknowledge and belief that on or after December 23, 1989—

 

(1)                                  No Federal appropriated funds have been paidor will be paid to any person for influencing or attempting to influence anofficer or employee of any agency, a Member of Congress, an officer or employeeof a Member of Congress on his or her behalf in connection with the awarding ofa contract resulting from this solicitation.

 

(2)                                  If any funds other than Federal appropriatedfunds (including profit or fee received under a covered Federal transaction)have been paid, or will be paid, to any person for influencing or attempting toinfluence an officer or employee of any agency, a Member of Congress, anofficer or employee of Congress, or an employee of a Member of Congress on hisor her behalf in connection with this solicitation, the Offeror shall completeand submit, with its offer, OMB standard form LLL Disclosure of LobbyingActivities, to the Contracting Officer, and

 

(3)                                  He or she will include the language of thiscertification in all subcontract awards at any tier and require that allrecipients of subcontract awards in excess of $100,000 shall certify anddisclose accordingly.

 

(c)Submission of this certification and disclosure is a prerequisite for making orentering into this contract imposed by section 1352 title 31, UnitedStates Code. Any person who makes an expenditure prohibited under thisprovision or who fails to file or amend the disclosure form to be filed oramended by this provision, shall be subject to a civil penalty of not less than$10,000 and not more than $100,000, for each such failure.

 

5

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**7.****                                     ****FOREIGNOWNERSHIP****,CONTROL, OR INFLUENCE OVER CONTRACTOR (JUL 1997)(DEAR 952.204-73)**

 

Seeattached RFPD-66B (this will be provided at time of award)

 

**8.****                                     ****ORGANIZATIONALCONFLICTS OF INTEREST – DISCLOSURE – ADVISORY AND ASSISTANCE SERVICES****(JUN 1997) (DEAR 952.209-8)**

 

NotApplicable

 

**9.****                                     ****AFFIRMATIVEACTION C****OMPLIANCE(APR 1984) (FAR 52.222-25)**

 

TheOfferor represents that (a) it o hasdeveloped and has on file, o has not developed and does not have on file,at each establishment, affirmative action programs required by the rules andregulations of Secretary of Labor (41 CFR 60-1 and 60-2, or (b) it ý has not previously had contracts subject tothe written affirmative action programs requirements of the rules andregulations of the Secretary of Labor.

 

**10.****                              ****EXEMPTIONFROM APPLICATION O****FSERVICE CONTRACT ACT PROVISIONS FOR CONTRACTS FOR MAINTENANCE, CALIBRATION,AND/OR REPAIR OF CERTAIN INFORMATION TECHNOLOGY, SCIENTIFIC AND MEDICAL AND/OROFFICE AND BUSINESS EQUIPMENT – CONTRACTOR CERTIFICATION (AUG 1996) (FAR52.222-48)**

 

NotApplicable

 

**11.****                              ****CLEANAIR AND WATER CERTIFICATI****ON(APR 1984) (FAR52.223-1)**

 

TheOfferor Certifies that –

 

(a)                                  Any facility to be used in the performance ofthis proposed contract is o, Is not ý listedon the Environmental Protection Agency List of Violating Facilities;

 

(b)                                 The Offeror will immediately notify theContracting Officer, before award, of the receipt of any communication from theAdministrator, or a designee, of the Environmental Protection Agency,indicating that any facility that the Offeror proposes to use for theperformance of the contract is under consideration to be listed on the EPA Listof Violating Facilities; and

 

(c)                                  The Offeror will include a certificationsubstantially the same as this certification, including this paragraph (c), inevery nonexempt subcontract.

 

**12.****                              ****AGREEMENTREGARDING WORK****PLACESUBSTANCE ABUSE PROGRAMS AT DOE FACILITIES(SEP 1997) (DEAR 970.5204.57)**

 

(a)                                  Any contract awarded as a result of thissolicitation will be subject to the policies, criteria, and procedures of 10CFR part 707, Workplace Substance Abuse Programs at DOE Sites.

 

(b)                                 By submission of its offer, the Offeror agreesto provide to the Contracting Officer, within 30 days after notification ofselection for award, or award of a contract, whichever occurs first, pursuant tothis solicitation, its written workplace substance abuse program consistentwith the requirements of CFR Part 707.

 

(c)                                  Failure of the Offeror to agree to thecondition of responsibility set forth in paragraph (b) of this provision,renders the Offeror unqualified and ineligible for award.

 

**13.****                              ****CERTIFICATIONOF TOXIC CHEMICAL****RELEASEREPORTING. (10/96) FAR 52.223-13**

 

CERTIFICATIONOF TOXIC CHEMICAL RELEASE REPROTING (OCT 1996)

 

(a)                                  Submission of this certification is aprerequisite for making or entering into this contract imposed by ExecutiveOrder 12969, August 8, 1995.

 

(b)                                 By signing this offer, the Offeror certifiesthat – 

 

(1)                                  As the owner or operator of facilities thatwill be used in the performance of this contract that are subject to the filingand reporting requirements described in section 313 of the EmergencyPlanning and Community Right-to-Know Act of 1986 (EPCRA) (42 U.S.C 11023) andSection 6607 of the Pollution Prevention Act of 1990

 

6

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(PPA)(42 U.S.C. 13106), the Offorer will file and continue to file for suchfacilities for the life of the contract the Toxic Chemical Release InventoryForm (Form R) as described in Sections 313(a) and (g) of EPCRA andSection 6607 of PPA; or –

 

(2)                                  None of its owned or operated facilities to beused in the performance of this contract is subject to the Form R filing andreporting requirements because each such facility is exempt for at least one ofthe following reasons: (Check each block that is applicable.)

 

ý                                    (i)                                     The facility does not manufacture, process, orotherwise use any toxic chemicals listed under Section 313(c) of EPCRA, 42U.S.C. 11023(c);

 

o                                    (ii)                                  The facility does not have 10 or morefull-time employees as specified in Section 313(b)(1)(A) of EPCRA, 42U.S.C. 11023(b)(1)(A);

 

o                                    (iii)                               The facility does not meet the reporting thresholds of toxic chemicalsestablished under Section 313(f) of EPCRA, 42 U.S.C. 11023(f) (includingthe alternate thresholds at 40 CRM 372.27, provided an appropriate certificationform has been filed with EPA);

 

o                                    (iv)                              The facility does not fall within Standard Industrial ClassificationCode (SIC) designations 20 through 39 as set forth in Section 19.102 ofthe Federal Acquisition Regulation; or

 

o                                    (v)                                 The facility is not located within any Stateof the United States, the District of Columbia, the Commonwealth of PuertoRico, Guam, American Soma, the United States Virgin Islands, the NorthernMariana Islands, or any other territory or possession over which the UnitedStates has jurisdiction.

 

**14.****                              ****COSTACCOUNTING STAN****DARDSNOTICES AND CERTIFICATION (APR 1998) (FAR 52.230-1)**

 

Note:                   This notice does not apply to small businessor foreign governments. This notice is in three parts, identifies by RomanNumerals I though III. Offerors shall examine each part and provide therequested information in order to determine Cost Accounting Standards (CAS)requirements applicable to any resultant contract.

 

Ifthe Offeror is an educational institution, Part II does not apply unless thecontemplated contract will be subject to fill or modifies CAS coverage pursuantto 48 CFR 9903.201-2(c)(5) or 9903.201-2(c)(6), respectively.

 

I.                                         DISCLOSURE STATEMENT – COST ACCOUNTINGPRACTICES AND CERTIFICATION

 

(a)                                  Any contrast in excess of $500,000 resultingfrom this solicitation, will be subject to the requirements of the CostAccounting Standards Board (48 CFR Chapter 99) except for those contracts whichare exempt as specified in 48 CFR 9903.201-1.

 

(b)                                 Any Offeror submitting a proposal which, ifaccepted, will result in a contract subject to the requirements of 48 CFR,Chapter 99 must, as a condition of contracting, submit a Disclosure Statementas required by 48 CFR 9903.202. When required, the Disclosure Statement must besubmitted as a part of the Offeror’s proposal under this solicitation unlessthe Offeror has already submitted a Disclosure Statement disclosing thepractices used in connection with the pricing of the proposal. If an applicableDisclosure Statement has already been submitted, the Offeror may satisfy therequirement for submission by providing the information requested in paragraph(c) of Part I of this provision.

 

CAUTION:In the absence of specific regulations or agreement, a practice disclosed in aDisclosure Statement shall not, by virtue of such disclosure, be deemed to be aproper, approved, or agreed-to practice for pricing proposals or accumulatingand reporting contract performance cost data.

 

(c)                                  Check the appropriate box below:

 

o                                    (1)                                  Certificate of Concurrent Submission of DisclosureStatement.

 

TheOfferor hereby certifies that, as a part of the offer, copies of the DisclosureStatement have been submitted as follows:

 

(i)                                     Original and one copy to the cognizantAdministrative Contracting Officer (ACO), or cognizant Federal agency officialauthorized to act in that capacity (Federal Official) as applicable; and

 

7

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(ii)                                  One copy to the cognizant Federal auditor.

(Disclosuremust be Form Number CASB-DS-1 or CASB-DS-2, as applicable. Forms may beobtained from the cognizant ACO or Federal Official and/or from the loose-leafversion of the Federal Acquisition Regulation.)

 

Dateof Disclosure Statement:

 

Nameand Address of Cognizant ACO or Federal Official where filed:

 

 

 

TheOfferor further certifies that practices used in estimating costs in pricingthe proposal are consistent with the cost accounting practices disclosed in theDisclosure Statement.

 

o                                    (2)                                  Certificate of Previously Submitted DisclosureStatement.

 

TheOfferor hereby certifies that the required Disclosure Statement was filed asfollows:

 

Dateof Disclosure Statement:

 

Nameand Address of Cognizant ACO or Federal Official where filed:

 

 

 

TheOfferor further certifies that practices used in estimating costs in pricingthis proposal are consistent with the cost accounting practices disclosed inthe applicable Disclosure Statement.

 

ý                                    (3)                                  Certificate of Monetary Exemption.

 

TheOfferor hereby certifies that the Offeror, together with all divisions,subsidiaries, and affiliates under common control, did not receive net awardsof negotiated prime contracts and subcontracts subject to CAS totaling morethan $25 million ( of which at least one award exceeded $1 million) in the costaccounting period immediately preceding the period in which this proposal wassubmitted. The Offeror further certifies that if such status changes before anaward resulting from this proposal, the Offeror will advise the ContractingOfficer immediately.

 

o                                    (4)                                  Certificate of Interim Exemption.

 

TheOfferor hereby certifies that (i) the Offeror first exceeded the monetaryexemption for disclosure, as defined in (3) of this subsection, in the costaccounting period immediately preceding the period in which this offer wassubmitted and (ii) in accordance with 48 CFR, 9903.202-1, the Offeror is notyet required to submit a Disclosure Statement. The Offeror further certifiesthat if an award resulting from this proposal has not been made within ninety(90) days after the end of that period, the Offeror will immediately submit arevised certificate to the Contracting Officer, in the form specified undersubparagraph (c)(1) or (c)(2) of Part I of this provision, as appropriate, toverify submission of a completed Disclosure Statement.

 

CAUTION:                                    Offerors currently required to disclosebecause they were awarded a CAS-covered prime contract or subcontract of $25million or more in the current cost accounting period may not claim thisexemption (4). Further, the exemption applies only in connection with proposalssubmitted before expiration of the 90-day period following the cost accountingperiod in which the monetary exemption was exceeded.

 

o                                    (5)                                  Certificate of Disclosure Statement Due byEducational Institution

 

Ifthe Offeror is an educational institution that, under the transition provisionsof 48CFR 9903.202-1 (f), is or will be required to submit a DisclosureStatement after receipt of this award, the Offeror hereby certifies that (checkone and complete):

 

o                                    (i)                                     A Disclosure Statement filing due date of                       has been established with the cognizant Federal agency.

 

8

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o                                    (ii)                                  The Disclosure Statement will be submittedwithin the six (6) month period ending                   months after receipt of this award.

 

Nameand Address of cognizant ACO or Federal official where Disclosure Statement isto be filed:

 

 

 

II.                                     Cost Accounting Standards – Eligibility forModified Contract Coverage

 

Ifthe Offeror is eligible to use the modified provisions of 48 CFR 9903.201-2(b)and elects to do so, the Offeror shall indicate by checking the box below.Checking the box below shall mean that the resultant contract is subject to theDisclosure and Consistency of Cost Accounting Practices clauses in lieu of the CostAccounting Standards clause.

 

ý The Offeror hereby claims an exemption fromthe Cost Accounting Standards clause under the provisions of 48 CFR9903.201-2(b) and certifies that the Offeror is eligible for use of theDisclosure and Consistency of Cost Accounting Practices clause because duringthe cost accounting period immediately preceding the period in which thisproposal was submitted, the Offeror received less than $25 million in awards ofCAS covered prime contracts and subcontracts, or the Offeror did not receive asingle CAS-covered award exceeding $1 million. The Offeror further certifiesthat if such status changes before an award resulting from this proposal, theOfferor will advise the Contracting Officer immediately.

 

CAUTION:An Offeror may not claim the above eligibility for modifies contract coverageif this proposal is expected to result in the award of a CAS-covered contractof $25 million or more or is, during its current cost accounting period, theOfferor has been awarded a single CAS-covered prime contract or subcontract of$25 million or more.

 

III.                                 Additional Cost Accounting StandardsApplicable to Existing Contracts

 

TheOfferor shall indicate below whether award of the contemplated contract would,in accordance with subparagraph (a)(3) of the Cost Accounting Standards clause,require a change in established cost accounting practices affecting existingcontracts and subcontracts.

 

o Yes             ý No

 

**15.****                              ****ROYALTYINFORMATION. (4/84) (FAR 52.227-6)**

 

NotApplicable

 

**16.****                              ****AUTHORIZ****ED NEGOTIATORS**

 

TheOfferor or quoter represents that the following persons are authorized tonegotiate on its behalf with the Contractor in connection with this request forproposals or quotations. List name(s), title(s), and telephone number(s) of theauthorized negotiator(s)

 
| Douglas  W. McMinn |   | 703-934-3655   |   |
|--------------------|--------|----------------|--------|
| Name               |   | Telephone  No. |
|               |   |           |
| CEO                |   |           |
| Title              |   |           |

 

**17.****                              ****TAXPAYERIDENTIFICATION**

 

Definitions.

 

“Commonparent,” as used in this solicitation provision, means that a corporate entitythat owns or controls an affiliated group of corporations that files itsFederal Income tax returns on a consolidated basis, and of which the Offeror isa member.

 

“Corporatestatus” as used in this solicitation provision, means a designation as towhether the Offeror is a corporate entity, an unincorporated entity (e.g. soleproprietorship or partnership), or a corporation providing medical and healthcare services.

 

“TaxpayerIdentification Number (TIN)”, as used in this solicitation provision, means thenumber required by the IRS to be used by the Offeror in reporting income taxand other returns.

 

9

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AllOfferors are required to submit the information required in below in order tocomply with reporting requirements of 26 U.S.C. 6041, 6041A, and 6050M andimplementing regulations issued by the Internal Revenue Service (IRS). If theresulting subcontract is subject to reporting requirements described in FAR4.903 the failure or refusal by the Offeror to furnish the information mayresult in a 31% reduction of payments otherwise due under the subcontract.

 

(a)                                  Taxpayer Identification Number (TIN).

ý TIN 68-058 4637

o TIN has been applied for.

o TIN is not required because:

 

o Offeror is nonresident alien, foreigncorporation, or foreign partnership that does not have income effectivelyconnected with the conduct of a trade or business in the U.S. and does not havean office or place of business or a fiscal paying agent in the U.S.;

o Offeror is an agency or instrumentality of aforeign government;

o Offeror is an agency or instrumentality of aFederal, state or local government;

o Other. State basis 

 

(b)                                 Corporate Status.

o Corporation providing medical and health careservices, or engaged in the billing and collecting of payments for suchservices.

ý Other corporate entity.

o Not a corporate entity.

o Sole proprietorship.

o Partnership.

o Hospital or extended care facility describedin 26 CFR 501 © (3) that is exempt from taxation under 26 CFR 501(a).

 

(c)                                  Common Parent.

o Offeror is not owned or controlled by acommon parent as defined in paragraph (a) of this provision.

ý Name and TIN of common parent.
| Name  KAISER GROUP HOLDINGS, INC. |   |
|-----------------------------------|--------|
| TIN  54-2014870                   |   |
|                                   |        |  |

 

**18.****                              ****“COMPLIANEWITH VETERANS EMPLOYMENT REPORTING REQUIREMENTS (APPLICABLE IF THIS SUBCONTRACT****WILL NOT EXCEED $25,000 INVALUE)**

 

TheOfferor represents that, if it is subject to the reporting requirements of 38U.S.C. 4212 (d) (i.e. the VETS-100 report required by the Federal AcquisitionRegulation clause 52.222-37, Employment Reports on Disabled Veterans of theVietnam Era), it has o, has not ýsubmitted the most recent report required by 38 U.S.C. 4212(d).

 

AnOfferor who checks “has not” may not be awarded a contract until the requiredreports are filed. ( 31 U.S.C. 1354)

 

10

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**Signature/Certification**

 

Bysigning below, the Offeror certifies, under penalty of law, that therepresentations and certifications are accurate, current, and complete. TheOfferor further certifies that it will notify the Contractor of any changes tothese representations and certifications. The representations andcertifications made by the Offeror, as contained herein, concern matters withinthe jurisdiction of an agency of the United Stated and the making of a false,fictitious, or fraudulent representation or certification may render the makersubject to prosecution under Title 18, United States Code, Section 1001.

 

 
| **/s/  DOUGLAS W. MCMINN**                                        | ** **         | **7-21-04** | ** ** |
|-------------------------------------------------------------------|--------------------|-------------|------------|
| Signature  of the Offeror or Employee                             | Date  of Execution |
| Responsible  for the Offer/Offeror                                |               |
|                                                              |               |
|                                                              |               |
| **DOUGLAS  W. MCMINN**                                            | ** **         | ** **  |
| Typed/Printed  and Title of the Officer or Employee Signing Above |               |
|                                                              |               |
|                                                              |               |
| **KAISER  ANALYTICAL MANAGEMENT SERVICES, INC.**                  | ** **         | ** **  |
| Name  of Offeror                                                  |               |
|                                                              |               |
|                                                              |               |
| **12303  AIRPORT WAY, SUITE 125**                                 | ** **         |
| **BROOMFIELD,  COLORADO 80021**                                   | ** **         | ** **  |
| Address                                                           |               |
|                                                              |               |
|                                                              |               |
| Solicitation  KH 020510                                           |               |
|                                                                   |                    |             |            |  |  |  |

 

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**Exhibit D**

 

**SUBCONTRACTOR SAFETY AND HEALTH WORKSHEET**

 

NOTE:            Anasterisk* denotes that an attachment (when applicable) is required for thisitem and must be submitted.  If an itemis “not applicable”, please annotate with “N/A” and provide an explanation inthe appropriate section below or submit as an attachment on a separatesheet of paper.  **Failure toprovide information, attachments, or explanations can delay or prevent contractaward.**

 

**COMPANY**:  Kaiser Analytical Management Services, Inc.

 

**MAIN STANDARD INDUSTRIAL CLASSIFICATION (SIC) NUMBER**:    541990

 
| **AVERAGE # OF EMPLOYEES** (Last 3 complete  years): |   | New company / No history  |
|------------------------------------------------------|--------|---------------------------|
|                                                 |   | Formed in April 2004 |

 
| Year: |   | Year: |   | Year: |   |
|-------|--------|-------|--------|-------|--------|

 

**WORKERS COMPENSATION EXPERIENCE MODIFICATION RATE**

(Last 3 complete years) – attach letter from Insurance Courier denotingEMR’s* or stating reason an EMR has not been established.

 
| New company / No history |           |
|--------------------------|----------------|
|                     | 3 Year Average |

 
| Year: |   | Year: |   | Year: |   |
|-------|--------|-------|--------|-------|--------|

 

**BUREAU OF LABOR STATISTICS (BLS) LOG AND SUMMARY OF OCCUPATIONALINJURIES AND ILLNESSES (OSHA NO. 200)**

(Last 3 Complete Years) – attach copies of OSHA 200 Logs*.  NOTE: Please state reason if OSHA 200 Logsare not required.  Incidence rates arecalculated as follows:  (# of OSHARecordable Cases or Day Away from Work Cases x 200,000) / Hours Worked.

 
| **Year** | ** ** | **Total Hours  Worked** | ** ** | **# of Recordable Cases (Sum  of OSHA 200 Column A)** | ** ** | **Incidence  Rate** | ** ** | **# of Day Away from Work  Cases (Sum of OSHA 200\  columns 3 & 10)** | ** ** | **Incidence  Rate** |
|----------|------------|-------------------------|------------|-------------------------------------------------------|------------|---------------------|------------|---------------------------------------------------------------------------|------------|---------------------|
|     |       |                    |       |                                                  |       |                |       |                                                                      |       |                |
|     |       |                    |       | N/A                                                   |       |                |       |                                                                      |       |                |
|     |       |                    |       |                                                  |       |                |       |                                                                      |       |                |
| Total    |       |                    |       |                                                  |       |                |       |                                                                      |       |                |

 

**OSHA CITATIONS**

Has your company received any citations from the Occupational Safetyand Health Administration (OSHA) in the past three years*?

 

Yes o                           No ý

 

If yes, attach copies (one each) of any citations received, indicatingthe type of citation, fines levied, and negotiated settlements or fines paid.

 

**WRITTEN SAFETY AND HEALTH PROGRAM**

Does your company have a comprehensive written safety and healthprogram*?

 

Yes o                           No ý

 

If yes, attach a copy of the program manual’s table of contents.

 

**CERTIFICATION**

I certify to the best of my knowledge that the above informationcontained is true and correct.

 
| Print Name: |   |   Douglas W. McMinn |   | Title:                    |   CEO |   |
|-------------|--------|-------------------------------|--------|---------------------------|-----------------|--------|
|        |   |                          |   |                      |
| Signature:  |   | /s/ Douglas W. McMinn         |   | Date:   7-15-04 |

 

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