exv10w4






Exhibit 10.4




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED

PORTIONS. THE CONFIDENTIAL REDACTED PORTIONS HAVE BEEN FILED

SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH REDACTIONS.




Design, Engineering, Procurement,




Construction and Construction Management Agreement




For




The American Centrifuge Plant




Between




USEC Inc.




And




Fluor Enterprises, Inc.




(REV. 09-11-08)




Contract No. 662574




 









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	ARTICLE 1.
DEFINITIONS	 	 	14	 
	 

	 	Section 1.1
	 	AEA
	 	 	14	 
	 

	 	Section 1.2
	 	Agent
	 	 	14	 
	 

	 	Section 1.3
	 	Agreement
	 	 	14	 
	 

	 	Section 1.4
	 	Approved Subcontractor
	 	 	14	 
	 

	 	Section 1.5
	 	Budget Amount
	 	 	14	 
	 

	 	Section 1.6
	 	Business Day
	 	 	14	 
	 

	 	Section 1.7
	 	Intentionally Omitted
	 	 	14	 
	 

	 	Section 1.8
	 	Change
	 	 	14	 
	 

	 	Section 1.9
	 	Change in Law
	 	 	14	 
	 

	 	Section 1.10
	 	Change Order
	 	 	15	 
	 

	 	Section 1.11
	 	Change Order Request
	 	 	15	 
	 

	 	Section 1.12
	 	Codes and Standards
	 	 	15	 
	 

	 	Section 1.13
	 	Commissioning
	 	 	15	 
	 

	 	Section 1.14
	 	Conflict of Interest
	 	 	15	 
	 

	 	Section 1.15
	 	Contractor
	 	 	15	 
	 

	 	Section 1.16
	 	Contractor Indemnities
	 	 	15	 
	 

	 	Section 1.17
	 	Contractor Party
	 	 	15	 
	 

	 	Section 1.18
	 	Contractor Party Loss
	 	 	15	 
	 

	 	Section 1.19
	 	Contractor’s Representative
	 	 	16	 
	 

	 	Section 1.20
	 	Critical Path Activity
	 	 	16	 
	 

	 	Section 1.21
	 	Day
	 	 	16	 
	 

	 	Section 1.22
	 	Intentionally Omitted
	 	 	16	 
	 

	 	Section 1.23
	 	Debtor Relief Law
	 	 	16	 
	 

	 	Section 1.24
	 	Defects or Deficiencies
	 	 	16	 
	 

	 	Section 1.25
	 	Deliverables
	 	 	16	 








USEC Prime Agency Agreement
  









 




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



	 	 	 	 	 	 	 	 	 
	 

	 	Section 1.26
	 	Design Criteria
	 	 	16	 
	 

	 	Section 1.27
	 	Design Documents
	 	 	16	 
	 

	 	Section 1.28
	 	DOE
	 	 	16	 
	 

	 	Section 1.29
	 	“Dollars” or “$”
	 	 	16	 
	 

	 	Section 1.30
	 	Drawings
	 	 	16	 
	 

	 	Section 1.31
	 	Drawings and Specifications
	 	 	16	 
	 

	 	Section 1.32
	 	Equipment
	 	 	17	 
	 

	 	Section 1.33
	 	Existing Structure
	 	 	17	 
	 

	 	Section 1.34
	 	Expiration Date
	 	 	17	 
	 

	 	Section 1.35
	 	Extraordinary Weather Conditions
	 	 	17	 
	 

	 	Section 1.36
	 	Final Acceptance
	 	 	17	 
	 

	 	Section 1.37
	 	Payment
	 	 	17	 
	 

	 	Section 1.38
	 	FOCI
	 	 	17	 
	 

	 	Section 1.39
	 	Force Majeure Event
	 	 	17	 
	 

	 	Section 1.40
	 	GCEP
	 	 	17	 
	 

	 	Section 1.41
	 	Good Engineering Practices
	 	 	17	 
	 

	 	Section 1.42
	 	Governmental Authority
	 	 	18	 
	 

	 	Section 1.43
	 	Government Approval
	 	 	18	 
	 

	 	Section 1.44
	 	Final Completion/Acceptance Notice
	 	 	18	 
	 

	 	Section 1.45
	 	Hazardous Material
	 	 	18	 
	 

	 	Section 1.46
	 	Indemnified Person
	 	 	18	 
	 

	 	Section 1.47
	 	Invoices
	 	 	18	 
	 

	 	Section 1.48
	 	Key Milestones
	 	 	18	 
	 

	 	Section 1.49
	 	Law
	 	 	19	 
	 

	 	Section 1.50
	 	Lender
	 	 	19	 
	 

	 	Section 1.51
	 	Lien
	 	 	19	 
	 

	 	Section 1.52
	 	Loan Agreement
	 	 	19	 
	 

	 	Section 1.53
	 	loss
	 	 	19	 






USEC Prime Agency Agreement
 2









 




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



	 	 	 	 	 	 	 	 	 
	 

	 	Section 1.54
	 	Mechanical Completion
	 	 	19	 
	 

	 	Section 1.55
	 	Mechanical Completion of the Plant
	 	 	19	 
	 

	 	Section 1.56
	 	Notice
	 	 	19	 
	 

	 	Section 1.57
	 	NRC
	 	 	20	 
	 

	 	Section 1.58
	 	Owner
	 	 	20	 
	 

	 	Section 1.59
	 	Owner Indemnities
	 	 	20	 
	 

	 	Section 1.60
	 	Owner’s Representative
	 	 	20	 
	 

	 	Section 1.61
	 	Payment Schedule
	 	 	20	 
	 

	 	Section 1.62
	 	Person
	 	 	20	 
	 

	 	Section 1.63
	 	Plant
	 	 	20	 
	 

	 	Section 1.64
	 	Plant Site
	 	 	20	 
	 

	 	Section 1.65
	 	PORTS
	 	 	20	 
	 

	 	Section 1.66
	 	Prime Rate
	 	 	20	 
	 

	 	Section 1.67
	 	Project Schedule
	 	 	20	 
	 

	 	Section 1.68
	 	Progress Report
	 	 	20	 
	 

	 	Section 1.69
	 	Project
	 	 	21	 
	 

	 	Section 1.70
	 	Punch List
	 	 	21	 
	 

	 	Section 1.71
	 	Punch List Items
	 	 	21	 
	 

	 	Section 1.72
	 	Quality Program
	 	 	21	 
	 

	 	Section 1.73
	 	RCRA
	 	 	21	 
	 

	 	Section 1.74
	 	Sales Tax
	 	 	21	 
	 

	 	Section 1.75
	 	Scope of Services and/or Scope of Facilities
	 	 	21	 
	 

	 	Section 1.76
	 	Site Plan
	 	 	21	 
	 

	 	Section 1.77
	 	Start-up
	 	 	21	 
	 

	 	Section 1.78
	 	Statement of Work or “SOW”
	 	 	21	 
	 

	 	Section 1.79
	 	Subcontractor and Subcontract
	 	 	21	 
	 

	 	Section 1.80
	 	SWU
	 	 	22	 
	 

	 	Section 1.81
	 	System and Sub-system
	 	 	22	 






USEC Prime Agency Agreement
 3









 




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



	 	 	 	 	 	 	 	 	 
	 

	 	Section 1.82
	 	Taxes
	 	 	22	 
	 

	 	Section 1.83
	 	Technical Consultant
	 	 	22	 
	 

	 	Section 1.84
	 	Turnover
	 	 	22	 
	 

	 	Section 1.85
	 	Turnover Notice
	 	 	22	 
	 

	 	Section 1.86
	 	Warranty
	 	 	22	 
	 

	 	Section 1.87
	 	Warranty Period
	 	 	22	 
	 

	 	Section 1.88
	 	Warranty Procedures
	 	 	23	 
	 

	 	Section 1.89
	 	Work
	 	 	23	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 2.
TERM	 	 	23	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 3. SCOPE
OF WORK	 	 	23	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 4.
STANDARDS OF PERFORMANCE	 	 	23	 
	 

	 	Section 4.1
	 	Compliance with Nuclear Safety and Safeguards and Security Requirements
	 	 	23	 
	 

	 	Section 4.2
	 	Security of Classified Information and Controlled Areas
	 	 	24	 
	 

	 	Section 4.3
	 	Unclassified Controlled Nuclear Information
	 	 	27	 
	 

	 	Section 4.4
	 	Employee Protection
	 	 	28	 
	 

	 	Section 4.5
	 	Quality Program
	 	 	31	 
	 

	 	Section 4.6
	 	Schedule Notification
	 	 	31	 
	 

	 	Section 4.7
	 	Professional Standards
	 	 	32	 
	 

	 	Section 4.8
	 	Cooperation
	 	 	32	 
	 

	 	Section 4.9
	 	Contractor General Responsibility
	 	 	32	 
	 

	 	Section 4.10
	 	Owner’s General Responsibility
	 	 	32	 
	 

	 	Section 4.11
	 	Government Approvals
	 	 	33	 
	 

	 	Section 4.12
	 	Contractor Procedures
	 	 	33	 
	 

	 	Section 4.13
	 	Work Control
	 	 	33	 
	 

	 	Section 4.14
	 	Submission of Items/Performance of Work
	 	 	33	 
	 

	 	Section 4.15
	 	Nonconforming Materials/Work
	 	 	33	 
	 

	 	Section 4.16
	 	Documentation and Retention Periods
	 	 	34	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 5.
REPRESENTATIVES	 	 	35	 






USEC Prime Agency Agreement
 4









 




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



	 	 	 	 	 	 	 	 	 
	 

	 	Section 5.1
	 	Owner’s Representatives
	 	 	35	 
	 

	 	Section 5.2
	 	Intentionally Omitted
	 	 	35	 
	 

	 	Section 5.3
	 	Contractor’s Representative
	 	 	35	 
	 

	 	Section 5.4
	 	Replacement
	 	 	35	 
	 

	 	Section 5.5
	 	Intentionally Omitted
	 	 	35	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 6.
WORKFORCE	 	 	36	 
	 

	 	Section 6.1
	 	Workforce
	 	 	36	 
	 

	 	Section 6.2
	 	Key Personnel
	 	 	36	 
	 

	 	Section 6.3
	 	Q-Cleared Personnel
	 	 	37	 
	 

	 	Section 6.4
	 	Workforce Continuity
	 	 	37	 
	 

	 	Section 6.5
	 	Removal of Contractor Employee
	 	 	37	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 7. PLANT
SITE	 	 	37	 
	 

	 	Section 7.1
	 	Sufficiency of the Plant Site
	 	 	37	 
	 

	 	Section 7.2
	 	Pre-existing Materials
	 	 	37	 
	 

	 	Section 7.3
	 	Plant Site Operations
	 	 	38	 
	 

	 	Section 7.4
	 	Plant Rules and Regulations
	 	 	38	 
	 

	 	Section 7.5
	 	Access
	 	 	38	 
	 

	 	Section 7.6
	 	Hazardous Material
	 	 	38	 
	 

	 	Section 7.7
	 	Pre-existing Contamination
	 	 	40	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 8.
PROJECT SCHEDULE	 	 	40	 
	 

	 	Section 8.1
	 	Project Schedule
	 	 	40	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 9.
ENGINEERING AND DESIGN	 	 	41	 
	 

	 	Section 9.1
	 	Engineering
	 	 	41	 
	 

	 	Section 9.2
	 	Design Document Review
	 	 	41	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 10.
INTENTIONALLY OMITTED	 	 	42	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 11.
CONSTRUCTION	 	 	42	 
	 

	 	Section 11.1
	 	Contractor Responsibilities
	 	 	42	 
	 

	 	Section 11.2
	 	Owner Participation
	 	 	43	 
	 

	 	Section 11.3
	 	Owner Required Activities
	 	 	43	 






USEC Prime Agency Agreement
 5









 




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



	 	 	 	 	 	 	 	 	 
	 

	 	Section 11.4
	 	Subcontractors and Technical Consultants
	 	 	44	 
	 

	 	Section 11.5
	 	Procurement Planning Activities
	 	 	46	 
	 

	 	Section 11.6
	 	Customs
	 	 	46	 
	 

	 	Section 11.7
	 	Royalties and LicenseFees
	 	 	46	 
	 

	 	Section 11.8
	 	NRC Support
	 	 	46	 
	 

	 	Section 11.9
	 	Coordination
	 	 	46	 
	 

	 	Section 11.10
	 	Safety
	 	 	47	 
	 

	 	Section 11.11
	 	Tools and Equipment
	 	 	47	 
	 

	 	Section 11.12
	 	Unit Cost Reporting
	 	 	47	 
	 

	 	Section 11.13
	 	Project Labor Agreement
	 	 	48	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 12.
CONSTRUCTION SEQUENCE	 	 	48	 
	 

	 	Section 12.1
	 	Mechanical Completion
	 	 	48	 
	 

	 	Section 12.2
	 	Turnover
	 	 	48	 
	 

	 	Section 12.3
	 	Final Acceptance
	 	 	49	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 13.
START-UP, COMMISSIONING, TRAINING	 	 	50	 
	 

	 	Section 13.1
	 	Staffing, Start-Up and Testing Spares and Training
	 	 	50	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 14.
CONTRACTOR TESTING	 	 	50	 
	 

	 	Section 14.1
	 	Testing
	 	 	50	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 15.
REPORTING AND MEETINGS	 	 	51	 
	 

	 	Section 15.1
	 	Progress Reports
	 	 	51	 
	 

	 	Section 15.2
	 	Subcontractor Information
	 	 	51	 
	 

	 	Section 15.3
	 	Meetings
	 	 	51	 
	 

	 	Section 15.4
	 	Subcontractor Initiative Results
	 	 	51	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 16.
CHANGES	 	 	51	 
	 

	 	Section 16.1
	 	Further Refinement, Corrections and Detailing
	 	 	51	 
	 

	 	Section 16.2
	 	Changes
	 	 	51	 
	 

	 	Section 16.3
	 	Procedure for Changes
	 	 	53	 
	 

	 	Section 16.4
	 	Undefinitized Orders
	 	 	54	 






USEC Prime Agency Agreement
 6









 




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



	 	 	 	 	 	 	 	 	 
	 

	 	Section 16.5
	 	Changes Due to Changes in Law/Codes/Government Approvals
	 	 	54	 
	 

	 	Section 16.6
	 	Effect of Force Majeure Event
	 	 	54	 
	 

	 	Section 16.7
	 	Continued Performance Pending Resolution of Disputes
	 	 	54	 
	 

	 	Section 16.8
	 	Documentation
	 	 	54	 
	 

	 	Section 16.9
	 	Acceleration of Work
	 	 	54	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 17.
INTENTIONALLY OMITTED	 	 	55	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 18. OWNER
INSPECTION	 	 	55	 
	 

	 	Section 18.1
	 	Inspection
	 	 	55	 
	 

	 	Section 18.2
	 	Notice for Inspection and Testing
	 	 	55	 
	 

	 	Section 18.3
	 	Contractor Inspection
	 	 	55	 
	 

	 	Section 18.4
	 	Examination and Testing
	 	 	56	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 19.
COMPENSATION	 	 	56	 
	 

	 	Section 19.1
	 	Compensation
	 	 	56	 
	 

	 	Section 19.2
	 	Invoices
	 	 	58	 
	 

	 	Section 19.3
	 	Payment
	 	 	58	 
	 

	 	Section 19.4
	 	Interest
	 	 	58	 
	 

	 	Section 19.5
	 	Deficient Requests for Payment
	 	 	59	 
	 

	 	Section 19.6
	 	Payment Processing
	 	 	59	 
	 

	 	Section 19.7
	 	Overpayment
	 	 	59	 
	 

	 	Section 19.8
	 	Payment or Use Not Acceptance
	 	 	59	 
	 

	 	Section 19.9
	 	Payments to Owner
	 	 	60	 
	 

	 	Section 19.10
	 	Taxes
	 	 	60	 
	 

	 	Section 19.11
	 	Examination of Costs
	 	 	62	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 20.
Limitation of Funds	 	 	62	 
	 

	 	Section 20.1
	 	Incremental Funding
	 	 	62	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 21.
WARRANTY	 	 	63	 
	 

	 	Section 21.1
	 	In General
	 	 	63	 
	 

	 	Section 21.2
	 	Warranty Period
	 	 	63	 






USEC Prime Agency Agreement
 7









 




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



	 	 	 	 	 	 	 	 	 
	 

	 	Section 21.3
	 	Subcontractor Warranties
	 	 	65	 
	 

	 	Section 21.4
	 	Limitation of Liability for Warranty
	 	 	65	 
	 

	 	Section 21.5
	 	Additional Testing
	 	 	65	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 22.
LIMITATION OF LIABILITY	 	 	65	 
	 

	 	Section 22.1
	 	Limitation
	 	 	65	 
	 

	 	Section 22.2
	 	Exclusions
	 	 	65	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 23.
CONSEQUENTIAL DAMAGES	 	 	66	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 24.
FURNISHED PROPERTY	 	 	66	 
	 

	 	Section 24.1
	 	Use of Owner’s Property
	 	 	66	 
	 

	 	Section 24.2
	 	Markings
	 	 	66	 
	 

	 	Section 24.3
	 	Care, Custody and Control
	 	 	67	 
	 

	 	Section 24.4
	 	Disposal
	 	 	67	 
	 

	 	Section 24.5
	 	Damage to Furnished Property
	 	 	67	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 25.
INSURANCE	 	 	67	 
	 

	 	Section 25.1
	 	Minimum Insurance
	 	 	67	 
	 

	 	Section 25.2
	 	Certifications of Insurance
	 	 	68	 
	 

	 	Section 25.3
	 	Insurance Flow Down
	 	 	68	 
	 

	 	Section 25.4
	 	Other Insurance
	 	 	69	 
	 

	 	Section 25.5
	 	Nuclear Liability Protection
	 	 	69	 
	 

	 	Section 25.6
	 	Price Anderson Indemnification
	 	 	70	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 26.
INDEMNIFICATION	 	 	74	 
	 

	 	Section 26.1
	 	Contractor Indemnity
	 	 	74	 
	 

	 	Section 26.2
	 	Owner Indemnity
	 	 	75	 
	 

	 	Section 26.3
	 	Indemnities for Hazardous Material
	 	 	75	 
	 

	 	Section 26.4
	 	Actions by Employees
	 	 	76	 
	 

	 	Section 26.5
	 	Compliance with Laws
	 	 	76	 
	 

	 	Section 26.6
	 	Lawsuits
	 	 	76	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 27.
TERMINATION FOR CONVENIENCE	 	 	77	 
	 

	 	Section 27.1
	 	General
	 	 	77	 






USEC Prime Agency Agreement
 8









 




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



	 	 	 	 	 	 	 	 	 
	 

	 	Section 27.2
	 	Claims for Payment
	 	 	78	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 28.
TERMINATION FOR DEFAULT	 	 	78	 
	 

	 	Section 28.1
	 	Contractor Events of Default
	 	 	78	 
	 

	 	Section 28.2
	 	Remedies
	 	 	80	 
	 

	 	Section 28.3
	 	Owner Default
	 	 	80	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 29.
SUSPENSION	 	 	80	 
	 

	 	Section 29.1
	 	The Work
	 	 	80	 
	 

	 	Section 29.2
	 	Owner Directed Change
	 	 	81	 
	 

	 	Section 29.3
	 	Resumption
	 	 	81	 
	 

	 	Section 29.4
	 	Extended Suspension
	 	 	81	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 30. FORCE
MAJEURE	 	 	81	 
	 

	 	Section 30.1
	 	Force Majeure Event
	 	 	81	 
	 

	 	Section 30.2
	 	Excused Performance
	 	 	82	 
	 

	 	Section 30.3
	 	Failure to Provide Notices
	 	 	83	 
	 

	 	Section 30.4
	 	Burden of Proof
	 	 	83	 
	 

	 	Section 30.5
	 	Failure to Mitigate
	 	 	83	 
	 

	 	Section 30.6
	 	Prolonged Force Majeure
	 	 	84	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 31.
INTELLECTURAL PROPERTY, PROPRIETARY INFORMATION AND OWNERSHIP RIGHTS	 	 	84	 
	 

	 	Section 31.1
	 	Definitions
	 	 	84	 
	 

	 	Section 31.2
	 	Owner Proprietary Information
	 	 	85	 
	 

	 	Section 31.3
	 	Contractor Proprietary Information
	 	 	85	 
	 

	 	Section 31.4
	 	Required Disclosure
	 	 	86	 
	 

	 	Section 31.5
	 	Standard of Care
	 	 	87	 
	 

	 	Section 31.6
	 	Ownership of Drawings
	 	 	87	 
	 

	 	Section 31.7
	 	Allocation of Patent Rights in Subject Inventions
	 	 	87	 
	 

	 	Section 31.8
	 	Ownership of Copyrights
	 	 	88	 
	 

	 	Section 31.9
	 	Background Rights
	 	 	88	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 32.
INFRINGEMENT	 	 	89	 






USEC Prime Agency Agreement
 9









 




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



	 	 	 	 	 	 	 	 	 
	 

	 	Section 32.1
	 	Indemnity by Contractor
	 	 	89	 
	 

	 	Section 32.2
	 	Effect of Owner’s Actions
	 	 	90	 
	 

	 	Section 32.3
	 	Owner Indemnity
	 	 	90	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 33.
FINANCING	 	 	90	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 34.
REPRESENTATIONS OF THE PARTIES	 	 	90	 
	 

	 	Section 34.1
	 	Contractor Representations
	 	 	90	 
	 

	 	Section 34.2
	 	Owner Representations
	 	 	92	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 35.
CONFLICT OF INTEREST	 	 	93	 
	 

	 	Section 35.1
	 	Prohibited Activities
	 	 	93	 
	 

	 	Section 35.2
	 	Disclosure of Conflicts of Interest
	 	 	93	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 36.
DISPUTE RESOLUTION	 	 	94	 
	 

	 	Section 36.1
	 	Mutual Agreement
	 	 	94	 
	 

	 	Section 36.2
	 	Disputes Subject to Arbitration
	 	 	94	 
	 

	 	Section 36.3
	 	Hearings and Award
	 	 	94	 
	 

	 	Section 36.4
	 	Confidentiality
	 	 	95	 
	 

	 	Section 36.5
	 	Arbitration Award Binding Upon Successors
	 	 	95	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE 37.
GENERAL PROVISIONS	 	 	95	 
	 

	 	Section 37.1
	 	Entire Agreement
	 	 	95	 
	 

	 	Section 37.2
	 	Owner’s Obligations to be Non-Recourse
	 	 	95	 
	 

	 	Section 37.3
	 	Interpretation
	 	 	95	 
	 

	 	Section 37.4
	 	Independent Contractor
	 	 	96	 
	 

	 	Section 37.5
	 	Binding on Successors
	 	 	96	 
	 

	 	Section 37.6
	 	Notices
	 	 	96	 
	 

	 	Section 37.7
	 	Technical Communications
	 	 	97	 
	 

	 	Section 37.8
	 	Third Party Beneficiaries
	 	 	97	 
	 

	 	Section 37.9
	 	Article Headings and Subheadings
	 	 	97	 
	 

	 	Section 37.10
	 	No Waiver
	 	 	97	 
	 

	 	Section 37.11
	 	Severability
	 	 	98	 
	 

	 	Section 37.12
	 	Counterpart Execution
	 	 	98	 






USEC Prime Agency Agreement
 10









 




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



	 	 	 	 	 	 	 	 	 
	 

	 	Section 37.13
	 	Further Assurances
	 	 	98	 
	 

	 	Section 37.14
	 	Assignability
	 	 	98	 
	 

	 	Section 37.15
	 	Survivability of Representations, Warranties and Guarantees
	 	 	98	 
	 

	 	Section 37.16
	 	Surviving Obligations
	 	 	98	 
	 

	 	Section 37.17
	 	No Oral Modifications
	 	 	99	 
	 

	 	Section 37.18
	 	Record Retention
	 	 	99	 
	 

	 	Section 37.19
	 	Nondiscrimination
	 	 	99	 
	 

	 	Section 37.20
	 	Joint Effort
	 	 	99	 
	 

	 	Section 37.21
	 	Publicity Releases
	 	 	100	 
	 

	 	Section 37.22
	 	Order of Precedence/Intent of Agreement
	 	 	100	 
	 

	 	Section 37.23
	 	Exclusive Remedies
	 	 	100	 






USEC Prime Agency Agreement
 11









 






AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




Exhibits





	A	 	Statement of Work
	 
	B	 	Key Milestones
	 
	C	 	Contractor Key Personnel
	 
	D	 	Limited Agency Agreement
	 
	E	 	Mechanical Completion
	 
	F	 	Notice of Final Completion/Acceptance

	 
	G	 	Reimbursable Costs
	 
	H	 	Vehicles, Equipment, Tools and Support Services
	 
	I	 	Fixed and Incentive Fee
	 
	J	 	Release of Lien






USEC Prime Agency Agreement
 12











 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION
Contract No. 662574 (9-11-08)



Design, Engineering, Procurement,




Construction and Construction Management Agreement




For




The American Centrifuge Plant




     THIS AGREEMENT is effective as of the 1st day of January, 2008 (the “Effective
Date”) between Fluor Enterprises, Inc. (“Contractor”) a California corporation and USEC Inc.
(“USEC” or “Owner”), a Delaware corporation (the “Agreement”). Contractor and USEC are sometimes
referred to as the “Parties” and/or individually as a “Party.”



     WHEREAS, Owner intends to refurbish and construct a commercial uranium enrichment centrifuge
plant capable of initially producing annually approximately 3.8 million SWU utilizing the
facilities of the former U.S. Department of Energy (“DOE”) Gas Centrifuge Enrichment Plant located
at the DOE’s Portsmouth Gaseous Diffusion Plant in Piketon, Ohio and which will be subleased by
the Owner;



     WHEREAS, Owner desires to employ Contractor to perform design, engineering, procurement,
construction, and construction management services (“Services”) on a cost reimbursable basis in
order to refurbish the GCEP facilities and construct the support systems for the operation of
uranium enrichment centrifuge machines and their related support equipment. Owner desires to
engage the services of Contractor: (i) to complete the final design of the Plant (as defined in
Section 1.63); (ii) to support the Owner’s permitting and licensing activities for the Plant;
(iii) to engineer, procure (except for Owner furnished equipment, including the centrifuge
machines), construct and install the Plant and its related systems and equipment as Agent of
Owner; and (iv) to support Owner’s activities to commission, test and startup the Plant.



     WHEREAS, Contractor desires to provide the requested Work and to support Owner’s start-up
and testing activities for completion of the Plant in accordance with the terms of this Agreement;



     WHEREAS, Contractor has (i) reviewed the information contained in the request for proposal
and all other documents relating to the Plant which Owner has provided to Contractor (ii)
visually inspected the real property and facilities at which the Plant is to be located, and (iii)
performed or reviewed such other investigations, studies and analyses which were specified to be
performed during Phase I .



     NOW, THEREFORE, in consideration of the sums to be paid to Contractor by Owner and of the
covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto,
intending to be legally bound, hereby agree as follows:



USEC Prime Agency Agreement




13









 






AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION
Contract No. 662574 (9-11-08)



ARTICLE 1. DEFINITIONS




     Unless the context otherwise requires, the following definitions shall apply to this
Agreement:



          Section 1.1 AEA




Means the Atomic Energy Act of 1954, as amended.




          Section 1.2 Agent



Means when EPC Contractor acts on behalf of Owner with respect to procurement of goods or
materials or contracting for services in accordance with Exhibit D.




          Section 1.3 Agreement



Means this Agreement, all exhibits to this Agreement (“Exhibits”), and other documents
incorporated by reference.




          Section 1.4 Approved Subcontractor



Means any Subcontractor approved by Owner in writing.




          Section 1.5 Budget Amount



Means the estimated expenditure amount developed by Contractor and which has been approved for
funding by Owner.




          Section 1.6 Business Day



Means a day that is not a Saturday, Sunday or United States Legal Holiday (which is a day for
which the employees of the United States Federal Government are excused from work with pay
pursuant to Federal statute or executive order).




          Section 1.7 Intentionally Omitted




          Section 1.8 Change



Means any addition to, deletion from, suspension of or other modification to the Scope of
Services or Scope of Facilities and change in schedule, quality or function of the Project as
delineated in the Scope of Services or Scope of Facilities.




          Section 1.9 Change in Law



Means any change in, or binding change in the judicial or administrative interpretation of, or
adoption of, any Law (including any Law relating to Taxes and excluding any Law relating to the
organization, existence, good standing or qualification of Contractor or any Subcontractor or
Technical Consultant in any jurisdiction), which is inconsistent or at variance with any Law
in effect on the Effective Date. Change in Law shall also include the imposition of any
condition or requirement (except for any such conditions or requirements which result from the


USEC Prime Agency Agreement


14









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION
Contract No. 662574 (9-11-08)


 acts or omissions of Contractor or any Subcontractor or Technical Consultant) affecting the
issuance, renewal or extension of any Government Approval (excluding any Government Approval
relating to the organization, existence, good standing, qualification, or licensing of Contractor
or any Subcontractor or Technical Consultant in any jurisdiction) as of the Effective Date.




          Section 1.10 Change Order



Means a written order to Contractor issued and signed by Owner after the execution and delivery
of this Agreement authorizing a Change and, if appropriate, an adjustment in one or more of the
cost or fee, the Project Schedule, change in the Scope of Services/Scope of Facilities or any
other amendment of the terms and conditions of this Agreement.




          Section 1.11 Change Order Request



Means a written notice indicating that a Change Order is required in connection with the
performance of the Work hereunder.




          Section 1.12 Codes and Standards



Means those codes and standards relating to design, engineering, construction, workmanship,
equipment and components set forth in or called for by the Scope of Services/Scope of Facilities
or, if not so specified or ambiguous therein, those codes and standards generally considered to
be applicable to the Work and such design, construction, workmanship, equipment and components in
accordance with generally accepted construction management practices.




          Section 1.13 Commissioning



Commissioning means activities to be performed by Owner after Mechanical Completion that are
associated with making the Systems and Plant ready for operation, including operating adjustments
and hot alignments to simulate actual operations.




          Section 1.14 Conflict of Interest



Means that, because of other activities or relationships with other persons (including, without
limitation, competitors of the Owner) Contractor is unable or potentially unable to render
impartial assistance or advice to Owner, or Contractor’s objectivity in performing under this
Agreement is or might be otherwise impaired.




          Section 1.15 Contractor



Shall mean Fluor Enterprises, Inc. and its affiliates.




          Section 1.16 Intentionally Omitted




          Section 1.17 Contractor Party




Shall have the meaning set forth in Section 26.2.




          Section 1.18 Contractor Party Loss




Shall have the meaning set forth in Section 26.2.



 USEC Prime Agency Agreement


15









 




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION
Contract No. 662574 (9-11-08)


          Section 1.19 Contractor’s Representative



Means the individual designated by Contractor in accordance with Section 5.3 to be its single
point of contact with Owner on all matters pertaining to this Agreement.




          Section 1.20 Intentionally Omitted




          Section 1.21 Day



Means a calendar day, unless qualified by the term “Business.”




          Section 1.22 Intentionally Omitted




          Section 1.23 Debtor Relief Law



Shall have the meaning ascribed thereto in Section 28.1.




          Section 1.24 Defects or Deficiencies



Unless otherwise specifically stated, this term means any designs, engineering or services,
which do not conform to the Good Engineering Practices, the Drawings and Specifications or the
Warranties.




          Section 1.25 Deliverables



Means the tangible product or products of the Work as described in Exhibit A.




          Section 1.26 Design Criteria



Means the design criteria in the Scope of Services/Scope of Facilities.




          Section 1.27 Design Documents



Means the engineering or design work product of Contractor (and Technical Consultants ) for the
construction of the Plant and the incorporation of Systems and the installation of the centrifuge
machines therein, including drawings, calculations, specifications, plans, reports or other
engineering or design papers or documents on any media as called for by the Scope of
Services/Scope of Facilities.




          Section 1.28 DOE




Means the U.S. Department of Energy.




          Section 1.29
“Dollars” or “$”



Means United States dollars.




          Section 1.30 Intentionally Omitted




          Section 1.31 Drawings and Specifications



Means all the drawings, sketches, maps or specifications (i) referenced in this Agreement (ii)
prepared by Contractor, Subcontractors or Technical Consultants with respect to the Work or
submitted to Owner under this Agreement by Contractor, Subcontractors or Technical



 USEC Prime Agency Agreement


16









 




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION
Contract No. 662574 (9-11-08)




Consultants; or such supplementary drawings, sketches, maps or specifications as the Owner may
issue from time to time.




          Section 1.32 Equipment



Means materials, supplies, apparatus, machinery, parts, special maintenance tools, components,
Systems required for prudent construction, Start-up and testing of, and operation of the Plant in
accordance with this Agreement, or as necessary to perform the Work.




          Section 1.33 Existing Structure



Means the GCEP and its existing support structures and facilities.




          Section 1.34 Expiration Date



Means the date specified in Article 2.




          Section 1.35 Extraordinary Weather Conditions



Means extremely inclement and unusual weather conditions, including floods, causing it to be
impractical for the Work to safely continue (but specifically excluding inclement and unusual
weather conditions which are reasonably predictable for the geographic area of the Plant Site)
which occur during the term of this Agreement.




          Section 1.36 Final Acceptance




Shall have the meaning set forth in Section 12.3.




          Section 1.37 Intentionally Omitted




          Section 1.38 FOCI



Means Foreign Ownership, Control or Influence. The FOCI Program is based on DOE policy (described
in DOE O 470.1, Chapter VI, Safeguards and Security Program and other applicable DOE Orders and
Directives). The purpose of the FOCI Program is to obtain information that indicates whether
offerors/bidders or contractors are owned, controlled, or influenced by a foreign person and
whether as a result the potential for an undue risk to the common defense and national security
may exist.




          Section 1.39 Force Majeure Event



Shall have the meaning set forth in Section 30.1.




          Section 1.40 GCEP and GCEP Lease



Means respectively the facilities of the former U.S. Department of Energy (“DOE”) Gas Centrifuge
Enrichment Plant located at the Portsmouth Gaseous Diffusion Plant in Piketon, Ohio and the Lease
Agreement Between the United States Department of Energy and United States Enrichment Corporation
for the Gas Centrifuge Enrichment Plant dated as of December 7, 2006 and any amendments thereto .




          Section 1.41 Good Engineering Practices



 USEC Prime Agency Agreement


17









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION
Contract No. 662574 (9-11-08)



Means those principles, practices, methods, equipment, specifications and standards of safety and
performance that incorporate sound engineering practices, safety and economy into the design and
construction of facilities and systems consistent with a Plant of this size and nature.




          Section 1.42 Governmental Authority



Means any national, federal, state, territorial, local or other government, or any political
subdivision thereof, and any governmental, judicial, public or statutory instrumentality,
tribunal, agency, authority, body or entity having legal jurisdiction over the matter or Party in
question.




          Section 1.43 Government Approval



Means any authorization, consent, approval, license, lease, ruling, permit, tariff, rate,
certification, exemption, filing, variance, order, judgment, decree, publication, notices to,
declarations of or with or registration by or with any Government Authority relating to the
acquisition, ownership, construction, operation or maintenance of the Plant or to the execution,
delivery or performance of this Agreement including, but not limited to, those required by Laws
to obtain or maintain in connection with the Project, the Plant Site, performance of the Work,
health and safety, or the environmental condition of the Project or the Plant Site.




          Section 1.44 Final Completion/Acceptance Notice



Means the notice set forth in Exhibit F.




          Section 1.45 Hazardous Material



Means, collectively, any petroleum or petroleum product, asbestos in any form, polychlorinated
biphenyls (PCBs), transformers or other equipment that contain dielectric fluid containing levels
of PCBs, hazardous waste, hazardous material, hazardous substance, toxic substance, contaminant,
pollutant or pesticide, as defined or regulated as such under any Law including, but not limited
to, the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., the
Comprehensive Environmental Response Compensation and Liability Act, as amended, 42 U.S.C.
Section 9601 et seq., the Toxic Substances Control Act as amended, 15 U.S.C. Section 2601 et
seq., the Clean Air Act as amended, 42 U.S.C. Section 7401 et seq., the Federal Water Pollution
Control Act as amended, 33 U.S.C. Section 1251 et seq., the Solid Waste Disposal Act as amended,
42 U.S.C. Section 6901 et seq. the Hazardous Materials Transportation Act as amended, 49 U.S.C.
Section 1801 et. seq., the Federal Insecticide, Fungicide and Rodenticide Act as amended, 7
U.S.C. Section 136 et seq., or any similar state statute.




          Section 1.46 Indemnified Person



Shall have the meaning set forth in Section 26.1.




          Section 1.47 Invoices



Means Contractor’s submission to Owner requesting payment for Work pursuant to Section 19.2.




          Section 1.48 Key Milestones



 USEC Prime Agency Agreement


18









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION
Contract No. 662574 (9-11-08)



Means the Key Milestone dates set forth in Exhibit B.




          Section 1.49 Law



Means (i) any statute, law, rule, regulation, code, ordinance, judgment, decree, writ, order,
concession, grant, franchise, license, agreement, directive, guideline, policy, requirement, or
other governmental restriction or any similar form of decision of or determination by, or any
interpretation or administration of any of the foregoing by, any Government Authority, whether
now or hereafter in effect or (ii) any requirements or conditions on or with respect to the
issuance, maintenance or renewal of any Government Approval or applications therefore whether now
or hereafter in effect.




          Section 1.50 Lender



Means any bank, financial institution or other person or investor (including the U.S. Department
of Energy or any other federal, state or local agency) providing, guaranteeing or insuring
financing under a Loan Agreement and any trustee or agent acting on any such person’s behalf.




          Section 1.51 Lien



Means any actual or claimed mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, attachment, lien (statutory or otherwise), charge or other security interest or any
preference, priority or other security agreement or preferential arrangement of any kind or
nature whatsoever.




          Section 1.52 Loan Agreement



Means any credit agreement, note purchase agreement, bond indenture, lease agreement, equity
contribution agreement, or other document or documents pursuant to which Owner obtains financing
for the acquisition of Equipment, development activities, construction, installation, testing,
Start-up modification, repair, or operation of the Plant or any refinancing of any thereof.




          Section 1.53 Intentionally Omitted




          Section 1.54 Mechanical Completion



Means the point at which the last of the major components of the particular System or the Plant
have been fabricated, erected and installed so that it is substantially physically complete and
is capable of being run for purposes of integrated Start-up, tuning, Commissioning, and testing
as provided in the Statement of Work (Exhibit A), without adverse impact on the ability of the
System or the Plant to operate as intended and without danger of damage to a System or the Plant,
or injury to personnel or the environment, all as defined in Exhibit E.




          Section 1.55 Mechanical Completion of the Plant



Means when the last System achieves Mechanical Completion as set forth in Exhibit E.




          Section 1.56 Notice



Means written communication to a Party under this Agreement, and may include electronic
correspondence conforming to the requirements of Section 37.6



 USEC Prime Agency Agreement


19









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION
Contract No. 662574 (9-11-08)




          Section 1.57 NRC



Means the U.S. Nuclear Regulatory Commission.




          Section 1.58 Owner




Shall have the meaning set forth in the preambles.




          Section 1.59 Intentionally Omitted




          Section 1.60 Owner’s Representative



Means the individual designated by Owner in accordance with Section 5.1 to be its single point of
contact with Contractor on all matters pertaining to this Agreement.




          Section 1.61 Owner’s Documents



Drawings, specifications, or other data, etc. provided by Owner as specified in Exhibit A.




          Section 1.62 Person



Means any individual, company, partnership, joint venture, association, trust, unincorporated
organization or Government Authority.




          Section 1.63 Plant



Means the centrifuge enrichment plant that is to be designed, procured, constructed, tested and
started-up under this Agreement, together with all supporting improvements and interconnections,
as more fully described in Exhibit A.




          Section 1.64 Plant Site



Means those areas as described in the GCEP Lease and/or Owner’s NRC license as may be amended on
which the Plant is to be constructed, including such additional areas as may, from time to time,
be designated in writing by Owner for Contractor’s use hereunder.




          Section 1.65 PORTS



Means the Portsmouth Gaseous Diffusion Plant reservation, including the Plant Site, located in
Piketon, Ohio.




          Section 1.66 Prime Rate



Means the base rate on corporate loans in the United States posted by a majority of the nation’s
thirty (30) largest banks, as published in the Wall Street Journal.




          Section 1.67 Project Schedule



Means the integrated construction and design schedule for the Work as is fully described in
Section 8.1 as such schedule may be adjusted periodically as provided herein.




          Section 1.68 Progress Report



Means the reports submitted by Contractor to Owner in accordance with Section 15.1.



 USEC Prime Agency Agreement


20









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION
Contract No. 662574 (9-11-08)




          Section 1.69 Project



Means the design, engineering, procurement, construction, installation of Equipment, and other
activities for the completion of the Plant as described in the SOW and this Agreement from
design and development through Final Acceptance and includes Equipment and structures, and
improvements of the property.




          Section 1.70 Punch List



Means the Punch List as determined pursuant to Section 12.1 and set forth in Exhibit E.




          Section 1.71 Punch List Items



Means each of the items identified on the Punch List.




          Section 1.72 Quality Program



Means the program formulated by Contractor pursuant to Section 4.5.




          Section 1.73 RCRA



Means the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., as the same may be
amended or supplemented from time to time, and whether or not in effect on the date hereof.




          Section 1.74 Sales Tax



Means any sales, use or similar tax, and related assessments, whether or not presently in
existence (including any tax levied in lieu of any of the foregoing), imposed on Contractor,
Technical Consultants and Subcontractor(s) or Owner by any Governmental Authority.




          Section 1.75 Scope of Services and/or Scope of Facilities



Means the detailed description of the services to be performed and facility to be constructed as
may be appropriate and provided by Contractor and approved by Owner as a Deliverable.




          Section 1.76 Intentionally Omitted




          Section 1.77 Start-up



Means the services performed by Owner for the preparation and execution of all activities
required to place the System or the Plant in operation, including without limitation,
Commissioning, and performance of functional testing which is not Contractor’s responsibility as
a part of Mechanical Completion.




          Section 1.78 Statement of Work or “SOW”



Means the document attached hereto as Exhibit A.




          Section 1.79 Subcontractor and Subcontract



Means respectively a vendor, supplier, consultant or subcontractor of any tier providing
Equipment, materials or services to Owner either directly or through Contractor, as Agent of
Owner, in connection with the Project, and the contract between Owner and a Subcontractor
directly or through Contractor, as Agent of Owner, and a Subcontractor, for the performance or

 USEC Prime Agency Agreement


21









 




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION
Contract No. 662574 (9-11-08)



 supply of a portion of the Project under the Agreement for which Contractor has management
responsibility.




          Section 1.80 SWU



Means separative work unit which is the measure of work for the process of uranium enrichment.




          Section 1.81 System Means discrete functional components or elements of the Work or discrete
subsystems of a System.




          Target Cost



Shall have the meaning set forth in Exhibit I.




          Section 1.82 Taxes



Means any and all license, documentation, recording and registration fees, and all taxes —
including, but not limited to, income, net income, net worth, franchise, capital and stock,
business and occupation, business activity, business factors, gross receipts, personal property
(tangible and intangible), real estate, excise, payroll, employment and unemployment (including
all amounts, however they may be designated, the payment of which may be required under the
Federal Social Security Act and under unemployment insurance or compensation laws, however they
may be designated, with respect to employees) and stamp taxes, and Sales Taxes — levies,
imposts, duties, assessments, fees, charges, import duties, and withholdings of any nature
whatsoever, whether or not presently in existence, together with any penalties, fines, additions
to tax, or interest thereon, imposed by any Governmental Authority.




          Section 1.83 Technical Consultant



Means consultants or contractors who have a direct contract with Contractor for the performance
of Services.




          Section 1.84 Turnover



Means the activities whereby Contractor assists the Owner in preparing Owner to operate a System
or the Plant immediately following Mechanical Completion as described in Exhibit E.




          Section 1.85 Turnover Notice



Means the notice issued by Contractor for a particular System or the Plant, as the case may be,
to the Owner as a System or the Plant achieves Mechanical Completion and Owner accepts
responsibility for the care custody and control of such System or the Plant, as set forth in
Exhibit E.




          Section 1.86 Warranty



Shall have the meaning set forth in Section 21.1.




          Section 1.87 Warranty Period



Shall have the meaning set forth in Section 21.2.



 USEC Prime Agency Agreement


22









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION
Contract No. 662574 (9-11-08)




          Section 1.88 Warranty Procedures



Means the warranty procedures set forth in Article 21.




          Section 1.89 Work



Means any and all activities and services, required in connection with the design, engineering,
procurement, construction management, assistance during Commissioning and Start Up, of the Plant
to be performed by Contractor under this Agreement as more specifically set forth in Exhibit A.




ARTICLE 2. TERM




     This Agreement is effective as of the Effective Date and, unless earlier terminated or
extended under the provisions hereof, shall remain in force through and including December 31,
2013 (the “Expiration Date”). Owner may unilaterally extend the term of this Agreement by written
notice to Contractor delivered on or prior to the Expiration Date, for a period of up to one year
from the Expiration Date (the “Option Period”) to allow time for the completion of the Work. If
Owner exercises this option, the Expiration Date shall be deemed to be the last day of this Option
Period, and all other terms of this Agreement, including this option, shall apply during the
Option Period. Only the Owner’s Representative may exercise this option.



ARTICLE 3. SCOPE OF WORK




     The Work to be performed under this Agreement is described in Exhibit A (“Statement of Work”
or “SOW”). Owner hereby represents that all Work to be performed by Contractor hereunder arises
out of, or is in connection with, the activities under the DOE-Owner GCEP Lease, as set forth in
Section 25.6. Notwithstanding anything herein to the contrary, Contractor’s scope of work
specifically excludes the handling, disposal, or transporting any pre-existing contamination.



ARTICLE 4. STANDARDS OF PERFORMANCE




          Section 4.1 Compliance with Nuclear Safety and Safeguards and Security
Requirements





	 	a.	 	Contractor shall comply with all applicable Laws including,
but not limited to, the nuclear safety, safeguards and security requirements
set forth in this Agreement and the requirements and commitments under the NRC
licenses obtained by USEC (each a “Nuclear Safety, Safeguards and Security
Requirement”) . Contractor shall conduct self-assessments and cooperate with
the Owner, DOE, and the NRC in activities that address these requirements.






	 	b.	 	In the event that Contractor becomes aware of any failure to
comply with a Nuclear Safety, Safeguards and Security Requirement, Contractor
shall promptly notify the Owner or, if applicable, USEC’s site regulatory





USEC Prime Agency Agreement


23









 




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION
Contract No. 662574 (9-11-08)



	 	 	 	compliance manager and, in consultation with such person(s), take appropriate
preventive and/or corrective action to achieve compliance, and assure
continued compliance, with such requirements.
	 
	 	c.	 	In the event that DOE or NRC initiates an enforcement action
against Owner arising out of Contractor’s failure to comply with any such
Nuclear Safety, Safeguards and Security Requirement, Contractor agrees to
cooperate fully with Owner in responding to such enforcement actions by
providing all information, assistance, and documentation required by Owner.
The Parties agree to coordinate their legal and factual position in a timely
manner so that all submittals are made in a timely manner, as determined by
Owner to DOE or NRC, as the case may be.
	 
	 	d.	 	All costs incurred by Contractor in connection with Owner’s
response to an enforcement action in accordance with Section 4.1(c) above
shall be borne by Owner and shall be subject to reimbursement by Owner under
this Agreement, provided however such reimbursement shall not include
Contractor’s cost to the extent that such violation arises solely out of
wrongful acts or omissions of Contractor. However, Contractor agrees to
indemnify and hold Owner harmless against (i) any and all governmental
penalties, fines, and (ii) any and all third party losses, claims, costs or
expenses arising from whistleblower claims, including costs of defense,
settlement and reasonable attorney’s fees, that Owner may incur, become
responsible for, or pay out to the extent resulting solely from Contractor’s
negligent acts or omissions which result in a failure to comply with any
Nuclear Safety, Safeguards and Security Requirement, in accordance with
Article 26.
	 
	 	e.	 	Owner agrees to indemnify and hold Contractor harmless against
(x) any and all penalties, fines, and (y) all losses, claims, costs or
expenses arising from whistleblower claims (including costs of defense,
settlement and reasonable attorney’s fees) that Contractor may incur, become
responsible for, or pay out, as a result of Owner’s failure to comply with any
Nuclear Safety, Safeguards and Security Requirement, in accordance with
Article 25 and 26. For purposes of the Parties’ indemnification obligations
under this Section 4.1, either Party’s receipt of a notice of violation or any
other notice from the NRC or DOE shall not be deemed as such Party’s failure
to comply with the referenced requirements by the virtue of its issuance.





          Section 4.2 Security of Classified Information and Controlled Areas





	 	a.	 	Classified Information Access 






	 	i.	 	“Classified Information” means any information
or material, regardless of its physical form or characteristics, that
has been determined pursuant to Executive Order 12356 or prior
Executive





USEC Prime Agency Agreement


24









 




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION
Contract No. 662574 (9-11-08)



	 	 	 	Orders to require protection against unauthorized disclosure, and which is so designated; and all data concerning
design, manufacture or utilization of atomic weapons, the production
of special nuclear material, or the use of special nuclear material in
the production of energy, but shall not include the data declassified
or removed from the Restricted Data category pursuant to Section 142
of the AEA unless protected under Section 142d of the AEA.
	 
	 	ii.	 	The Parties recognize that the DOE or the NRC
may determine security classifications and issue security clearances
required for performance of all or part of this Agreement. Contractor
shall follow the applicable rules and procedures of DOE, NRC and other
responsible governmental authorities regarding access to and
safeguarding of Classified Information, security clearances and other
security matters, including the requirements of DEAR 952.204-2,
Security, DEAR 952.204-70 Classification/Declassification, 10 CFR 95,
and the procedures with respect to FOCI in DEAR 904.7000 et seq. and
DEAR 952.204-73, Facility Clearance. Contractor shall not permit any
individual to have access to any level or category of classified
information, except in accordance with applicable laws and procedures.
Contractor shall not be granted access to any classified information
until the Owner’s Representative has notified Contractor that such
access has been approved by a DOE FOCI determination.






	 	b.	 	Site Access. The Plant Site is enclosed by a perimeter
fence establishing a “controlled” area. At the time of initial entrance to
the site, Contractor’s employees shall report to the Owner’s badge office for
security processing. Processing of Contractor’s employees will be done
without charge to Contractor. All Contractor employees working under this
Agreement must be United States citizens. Unless informed by Owner of a
different procedure, Contractor shall ensure that, once issued, badges are
worn by Contractor’s employees at all times while on site. If a Contractor’s
employee is a naturalized citizen, proper evidence must be furnished. All
Contractor employees must have picture identification with them upon arrival
at the Owner’s badge office. The continued presence of Contractor’s employees
on-site is subject to review by Owner and Governmental Authorities based upon
a check of appropriate records of law enforcement agencies.






	 	c.	 	Badges. Badges will be furnished to Contractor’s
employees at the Plant Site at no charge to Contractor. Badges shall remain
the property of the Owner or the Governmental Authority issuing the badge, and
Contractor and its personnel must return the badges with the appropriate
documentation, as provided by Plant procedures, to the badge office upon
request of Owner or





USEC Prime Agency Agreement


25









 




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION
Contract No. 662574 (9-11-08)



	 	 	 	termination of employment at the Plant Site. While
working within the controlled limits of PORTS, badges must be worn above the
waist and in plain sight at all times.
	 
	 	d.	 	Vehicle Operation.  Contractor’s employees working
under this Agreement driving vehicles on the PORTS site are required to have
valid driver’s licenses. All vehicles shall be operated in a safe manner, in
accordance with the Ohio Vehicle Code, and in compliance with the posted limits
of the PORTS site and any other site rules and regulations, including parking
restrictions. Failure to comply with this Section 4.2 may result in Owner
revoking the on-site driving privileges of the offending employee.
	 
	 	e.	 	Technology Transfer Controls. Even if not
classified, information related to enrichment, an enrichment facility or a
component of an enrichment facility, are subject to U.S. Government
restrictions on technology transfers, including, but not limited to, those
found in 10 CFR Parts 110, 810, or 1017 or 15 CFR Part 779. Accordingly,
Contractor shall not disclose such information in any manner inconsistent with
any such U.S. Government restriction. Further, Contractor shall not use, nor
permit any Technical Consultant to use, any non-U.S. national or non-U.S.
owned entity in connection with (i) delivery to, or work at, a controlled area
or (ii) Work involving information or goods that are subject to U.S.
government control, without first ensuring that such activities fully comply
with all applicable restrictions.
	 
	 	f.	 	Foreign Nationals. Foreign nationals are not
permitted to perform work at Owner (or its subsidiary the United States
Enrichment Corporation) facilities without prior written permission from the
Owner. Contractor’s request for permission for use of foreign nationals on the
Project must be submitted to the Owner at least ninety (90) days prior to
their anticipated work date.
	 
	 	g.	 	Export Controlled Information 
	 
	 	 	 	(1) Definition “Export Controlled Information” or “ECI” is defined as
unclassified technical information whose export is subject to export control and
whose unrestricted public dissemination could help proliferants or potential
adversaries of the United States.
	 
	 	 	 	(2) Oral or Visual Disclosure A party that discloses Export Controlled
Information orally or visually shall identify it as Export Controlled
Information at the time of disclosure.
	 
	 	 	 	(3) Marking All tangible objects, such as drawings, reports, programs or
documents, which constitute and/or contains or may contain Export
Controlled Information shall be Marked “Export Controlled Information” or
“Information Contained Within May Contain Export Controlled




USEC Prime Agency Agreement


26









 




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION
Contract No. 662574 (9-11-08)



	 	 	 	Information” or such other markings as required or permitted by DOE or other applicable Governmental
Authority guidance. Markings inadvertently omitted from Export Controlled
Information when disclosed to a recipient shall be applied by such recipient
promptly when requested by the disclosing Party, and such Export Controlled
Information shall thereafter continue to be treated as provided by this
Agreement.
	 
	 	 	 	(4) Export Controlled Information shall be protected in accordance with the DOE
guidelines on Export Control and Nonproliferation and with U.S. Government
export control laws and regulations. Each recipient shall not disclose the
information to suppliers or contractors who are not U.S. owned and managed or to
employees who are not U.S. Citizens, except in accordance with the DOE
Guidelines on Export Control and Nonproliferation, and with U.S. Government
export control laws and regulations. This restriction applies to written and
oral guidance concerning performance, which may be provided by Owner technical
representatives.
	 
	 	 	 	(5) Unless specifically and expressly approved in writing by Owner, Contractor
shall not disclose any ECI or information that may contain ECI provided or
furnished by Owner for any purpose to any individual who is not a U.S. citizen
or to any non-U.S. person or entity (including any non-U.S. employee, supplier
or contractor). For purposes of this Section 4.2 (g), a person or entity is
considered to be non-U.S. if it is incorporated, organized or created under the
laws of a foreign country, or is foreign owned, controlled or influenced
as defined in applicable regulations and guidelines. This restriction applies
to written and oral information and guidance which may be provided by Owner and
applies to any information provided by any contractor, or Subcontractor to Owner
or any other person acting on behalf of Owner. Prior to disclosing any ECI to
any person, Contractor shall include this Section 4.2(g) in a contract or
agreement with the recipient.





          Section 4.3 Unclassified Controlled Nuclear Information





	 	a.	 	Certain of the Drawings and Specifications and
other documents referenced in this Agreement contain Unclassified
Controlled Nuclear Information (UCNI) as defined in Section 148 of the
AEA, as amended. Only authorized individuals can have access to UCNI
documents. An authorized individual is someone working for or with
the U.S. (Federal) Government, USEC, or its contractors requiring
access to specific UCNI in the performance of official duties. The
information shall be controlled and handled according to applicable
Laws and the instructions set forth below (in the event of a conflict
the applicable Laws shall take precedence):




USEC Prime Agency Agreement


27









 




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION
Contract No. 662574 (9-11-08)



	 	i.	 	Handle UCNI material in such a
way it will not be available to anyone to whom you are not
deliberately transmitting it. An authorized individual shall
maintain control over all UCNI to prevent unauthorized access.
Physical control shall be maintained over documents in use to
prevent unauthorized disclosure. In a controlled or guarded
area, unlocked files, desks, or similar containers are adequate
protection. In an uncontrolled or unguarded
area, a locked drawer or desk, a locked repository or a
locked room is adequate.
	 
	 	ii.	 	UCNI may be transmitted to a person who needs to know the information to do his/her job and
is an employee of the Contractor. Refer to the DOE Manual
471.1-1 (or any successor manual or instructions) for
criteria/authorization on dissemination of UCNI to a wider
audience.
	 
	 	iii.	 	When transmitting UCNI, alert the recipient to the fact the transmission includes UCNI. The
sensitive content of the information shall also be documented
by the inclusion of markings on documentation and inclusion of
an UCNI cover sheet. Documents shall be packaged to prevent
disclosure or presence of UCNI. The information should be
appropriately marked UCNI within the package or envelope. The
outside of the package or envelope shall be marked “TO BE
OPENED BY ADDRESSEE ONLY.” UCNI shall be transmitted by U.S.
Mail (U.S. First Class, Express, certified or registered mail)
or other commercial carrier who can provide tracking of
packages. Refer to DOE Manual 471.1 or 10 CFR 1017 for
additional criteria.
	 
	 	iv.	 	When the Drawings and Specifications or the Statement of Work are no longer required
by the Contractor, destroy them in a manner that will assure
sufficient complete destruction to prevent its retrieval.
Refer to DOE Manual 471.1 (or any successor manual or
instructions) or 10 CFR 1017 for additional criteria.






	 	b.	 	This Section 4.3 shall be included in all
contracts or subcontracts for performance of Work under the Contract
that require use of the above referenced Drawings and Specifications
or Statement of Work.





          Section 4.4 Employee Protection



 USEC Prime Agency Agreement


28









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION
Contract No. 662574 (9-11-08)





	 	a.	 	Notification and Indemnification Obligations with Respect to
Section 211 of the Energy Reorganization Act of 1974, as amended (the “ERA”).






	 	i.	 	Section 211 of the ERA, and 10 CFR Section
76.7 (applicable to item/services provided in support of operations at
a gaseous diffusion plant), 10 CFR Section 70.7 of the NRC regulations
(applicable to Work in support of the Plant) and 10 CFR Part 708 of
the DOE regulations (applicable to item/services provided in support
of USEC’s centrifuge demonstration project), implementing Section 211,
as applicable, applies to the
performance of Work under this Agreement. Contractor acknowledges
its obligation to comply with the requirements of Section 211 of the
ERA, and the applicable regulations (10 CFR Section 76.7 or 10 CFR
Section 70.7 of the NRC regulations or 10 CFR Part 708). The
Contractor represents and warrants that the management and
supervisory personnel assigned to this Agreement are familiar with
the requirements imposed under Section 211 of the ERA and the NRC
regulations implementing Section 211. The Contractor also
recognizes its obligation to require that any Technical Consultant
and Subcontractor engaged in connection with the performance of this
Agreement comply with the requirements of Section 211 and the NRC
regulations implementing Section 211.
	 
	 	ii.	 	In the event that an employee of the
Contractor, or an employee of any Technical Consultant or
Subcontractor, files a complaint with the U.S. Department of Labor
(the “DOL”) alleging that the Contractor, or any of its Technical
Consultants or Subcontractors, violated the requirements of Section
211 of the ERA with respect to such employee while he or she was
performing any of the Work in connection with this Agreement, the
Contractor shall promptly notify the Owner’s Representative of the
filing of such complaint, and shall keep the Owner’s Representative
apprised of the status of the complaint itself and all material
developments in any DOL or judicial proceedings related to the
complaint.
	 
	 	iii.	 	 In the event that Contractor becomes aware of
an allegation of retaliation or safety raised to the NRC or DOE,
Contractor shall promptly notify the Owner’s Representative of the
filing of such allegation, and shall keep the Owner’s Representative
apprised of the status of the allegation itself and all material
developments in any NRC, DOE or judicial proceedings related to the
allegation.
	 
	 	iv.	 	 The Contractor further agrees to indemnify and
hold the Owner harmless against any and all costs, losses, claims,
damages,




USEC Prime Agency Agreement


29









 




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION
Contract No. 662574 (9-11-08)



	 	 	 	liabilities, civil penalties and expenses, including reasonable attorneys’ fees, imposed upon or incurred by the Owner in
connection with (A) any DOL proceeding brought against the Owner by an
employee or former employee of the Contractor , or any Technical
Consultant of the Contractor, based upon the Contractor’s or its
Technical Consultant’s actual or alleged violation of Section 211 with
respect to such employee or former employee, (B) any investigation or
enforcement action by the NRC based upon such an actual or alleged
violation of Section 211 or applicable regulations (10 CFR Section
76.7, 10 CFR Section 70.7 or 10 CFR Part 708); and (C) any civil
action brought against the
Owner based upon the Contractor’s , or its Technical Consultant’s,
actual or alleged violation of Section 211. Such costs, losses,
claims, damages, liabilities, civil penalties and expenses,
including reasonable attorney’s fees, shall not be recoverable from
the Owner under any other provisions of this Agreement. The
Contractor will further require that all contracts with its
Technical Consultants and all Subcontracts in connection with the
construction of the Plant will provide for the above-stated
indemnity obligations.






	 	b.	 	Contractor employees working on the Plant Site or
other facilities may be required to attend training on the Owner’s
Employee Concerns Program (“ECP”). Contractor employees are authorized
access to, and use of, the Owner’s ECP. Contractor shall afford all
employees access to the Owner’s ECP at all reasonable times. Any
Contractor employee working on the Plant Site or another facility owned
or controlled by the Owner or its affiliates under this Agreement whose
employment is terminated prior to the completion of this Agreement shall
be required to meet with the Owner’s ECP Manager, or his representative,
prior to departure from the Plant Site so that the employee may raise
any concerns.
	 
	 	c.	 	Contractor shall maintain records of all adverse
employment actions taken against employees working under this Agreement
and shall make these records available to the Owner upon reasonable
request consistent with applicable federal and state laws.
	 
	 	d.	 	The Contractor further agrees to pass the
requirements imposed by this Section through to its Technical
Consultants or Subcontractors by including a provision similar to this
Section 4.4(d) in all contracts or Subcontracts for the performance of
any of the Work; provided that this requirement may be waived in writing
by the Contractor for specific subcontractors upon the submission of
written notice to the Owner’s Representative advising him/her of such
waiver and the basis therefore.





 USEC Prime Agency Agreement


30











 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





	 	e.	 	Contractor shall notify the Owner’s Representative
if any Contractor employee is subject to an NRC or DOE Order or
enforcement action. The Owner reserves the right to determine that the
employee may not be used in the performance of this Agreement.





          Section 4.5 Quality Program





	 	a.	 	The Contractor shall maintain a quality program
(“Quality Program") acceptable to the Owner in accordance with the quality
requirements necessary for the specific Work as set forth in this
Agreement and perform the Work under this Agreement in accordance with the
applicable Quality Program. The Quality Program shall comply with USEC
QAPD# NR-3605-0003 as may be modified by Owner and provided to Contractor.
The extent of the program is dependent upon the importance to safety,
type and use of the item or service being procured. The Owner shall have
the right to inspect the Contractor’s work areas (both on Plant Site and
off Plant Site) to ensure compliance with this program. The Contractor
shall provide access by the Owner’s Representative, or his/her designated
representative, at all reasonable times to work areas and to the
Contractor’s quality records required under the Quality Program or Work
performed under this Agreement (including access to all procurement
documents). The Owner’s verification activities do not relieve the
Contractor from the responsibility for verification of quality
achievement.






	 	b.	 	The Contractor shall perform the Work and require
Technical Consultants and Subcontractors to comply with any special
instructions and requirements as identified in this Agreement.
	 
	 	c.	 	The Contractor shall evaluate any lower-tier suppliers
that supply items or services covered by the requirements of this Section
4.5 and require that the supplier has a quality program, if required, that
is acceptable under this Section 4.5.
	 
	 	d.	 	The Contractor shall insert the requirements of this
Section 4.5, appropriately modified, in all Subcontracts or contracts with
Technical Consultants for Work covered by the aforementioned
regulations/statutes.




          Section 4.6 Schedule Notification





If Contractor becomes aware of any difficulty in performing the Work in
accordance with the Project Schedule, Contractor shall immediately provide
Notice to the Owner giving pertinent details of the difficulty. This
notification shall not change any performance schedule, nor relieve
Contractor of its responsibilities under this Section 4.6. Contractor will



USEC Prime Agency Agreement




31









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





design the Plant, specify and procure Equipment and schedule its activities
(including the scheduling of deliveries as early as practical) in
accordance with the Project Schedule.


          Section 4.7 Professional Standards





Contractor shall be responsible for the professional quality, technical
accuracy and coordination of all Work furnished by Contractor under this
Agreement. In connection with the foregoing, Contractor shall expend its
professional efforts to perform the Work with all due diligence, economy
and efficiency, in accordance with the Agreement; generally accepted
techniques and practices in Contractor’s industry; sound management and
technical practices; and applicable Laws.


          Section 4.8 Cooperation





Contractor shall cooperate in the performance of the Work with Owner and
Owner’s other contractors working at the Plant Site or on the American
Centrifuge program. Contractor shall afford these other contractor’s
reasonable opportunity for the execution of their work, and shall
coordinate its Work with such other contractors where appropriate.


          Section 4.9 Contractor General Responsibility





Contractor shall:

a. At all times be fully qualified and capable of performing every phase of
the Work;




b. Maintain good labor relations on the Plant Site and with local labor
organizations;




c. Perform its Work and design the Plant in accordance with all applicable
Laws and Government Approvals including, but not limited to, the
Occupational Safety and Health Act and all applicable rules, regulations,
orders, codes, standards and interpretations promulgated under any safety
and health Laws;




d. Provide required data and assistance for obtaining Government Approvals
or financing to Owner, including such amendments and consents as the
Lenders may reasonably require.


          Section 4.10 Owner’s General Responsibility





Owner shall obtain at no cost or expense to Contractor all necessary
interests in real estate, including all necessary easements and rights of
way



USEC Prime Agency Agreement




32









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





for the construction of the Plant, and for making the Plant Site
available to the Contractor as necessary to perform the Work.


          Section 4.11 Government Approvals





Each Party shall obtain and maintain all Government Approvals, which are
required to be obtained in its own name, for their respective
responsibilities.




a. Each Party shall reasonably assist the other in obtaining Government
Approvals for the construction of the Plant.




b. If either Party becomes aware of a Government Approval that is not its
responsibility to obtain under this Section 4.11, that Party shall promptly
notify the other.


          Section 4.12 Contractor Procedures





In the event the Contractor is required to develop procedures for the
performance of the Work on the Plant Site, these procedures shall be
developed and approved in accordance with Contractor’s quality assurance
program. The Contractor further agrees to include the substance of this
Section 4.12 in all contracts and Subcontracts for Work under this
Agreement.


          Section 4.13 Intentionally Omitted 



          Section 4.14 Submission of Items/Performance of Work





The Contractor agrees to tender for acceptance by the Owner only items and
services that meet the requirements set forth in this Agreement. Prior to
tendering an item/service for acceptance by the Owner, the Contractor shall
verify that the item/service complies with all requirements of this
Agreement.


          Section 4.15 Nonconforming Materials/Work





All Contractor, Technical Consultant(s) and Subcontractor(s) identified
non-conformances shall be processed according to the Contractor’s Quality
Program. However, all non-conformances with a proposed disposition of
“use-as-is” or “repair” shall be submitted to the Owner’s Representative,
in writing, with the following information:




i. A complete documented description of the item/service required by the Scope Book and the item/service that the




USEC Prime Agency Agreement





33









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





Contractor, Technical
Consultant(s) or Subcontractor(s) proposes to supply/perform.




ii. The differences between the item/service required by Exhibit A
and the item/service that the Contractor, Technical Consultant(s) or
Subcontractor(s) proposes to supply/perform.




iii. The reasons why the Contractor, Technical Consultant(s) or
Subcontractor(s) cannot supply/perform the item/service as specified
in this Agreement.




iv. A verification that the proposed item/service is the functional
equivalent of and has the same characteristics as the item/service
specified by Exhibit A.




b. The disposition of all Contractor, Technical Consultant(s) or
Subcontractor(s) identified non-conformances with a proposed disposition of
“use-as-is” or “repair” must be approved, in writing, by the Owner’s
Representative before Contractor , Technical Consultant(s) or
Subcontractor(s) implementation of the proposed disposition.




c. The Contractor , Technical Consultant(s) or Subcontractor(s) agrees to
report non-conformances and the following as specified in this Agreement:




i. Violation of technical or material requirements.




ii. Violation of requirements of Owner approved documents.




iii. Non-conformances that cannot be corrected by continuation of
the manufacturing process or by rework.




iv. Items/services that do not conform to the original requirements
even though the item/services can be restored to a condition such
that the capability of the item/services to function is unimpaired.




d. The Contractor , Technical Consultant(s) or Subcontractor(s) further
agrees to cooperate with the Owner’s Representative or the Owner’s
technical personnel in evaluating nonconformances and during Owner
verification of the implementation of the Owner approved disposition.


          Section 4.16 Documentation and Retention Periods




USEC Prime Agency Agreement




34









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





a. The Contractor agrees to provide all documents required by this
Agreement for information, review and approval.




b. The Contractor agrees to maintain the quality assurance records
specified in this Agreement for the periods specified and to dispose
of the records as prescribed herein.




c. The Contractor agrees to include this Section 4.16 in procurement
documents relating to this Agreement.



ARTICLE
5. REPRESENTATIVES



          Section 5.1 Owner’s Representatives



Owner shall designate a representative (the “Owner’s Representative”) who shall be acquainted
with the Project and shall have authority to administer this Agreement on behalf of Owner, agree
upon procedures for coordinating Owner’s efforts with those of Contractor and furnish
information, when appropriate, to Contractor. All actions taken by the Owner’s Representative
shall bind the Owner, unless such action exceeded the authority of the Owner’s Representative
under this Agreement or violates applicable Law. With regard to general oversight of the Work,
review of the drawings and specifications, and other documents, access to the Plant Site and Work
and other similar rights of the Owner, the term Owner shall also include Owner’s Representative.
The Owner’s Representative is James J. Bolon.



          Section 5.2 Intentionally Omitted



          Section 5.3 Contractor’s Representative



Contractor shall designate a representative (the “Contractor’s Representative”) who shall be
acquainted with the Project and shall have authority to administer this Agreement on behalf of
Contractor, bind the Contractor on matters related to this Agreement, except to the extent such
action exceeds the authority of Contractor’s Representative under this Agreement or violates
applicable Law, and agree upon procedures for coordinating Contractor’s efforts with those of
Owner and others and furnish information, when appropriate, to Owner. The Contractor’s
Representative is Chuck Robertson.



          Section 5.4 Replacement



The Owner may replace the Owner’s Representative upon written Notice thereof to Contractor.
Contractor may replace Contractor’s Representative upon written notice thereof to Owner.



          Section 5.5 Intentionally Omitted




USEC Prime Agency Agreement




35









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




ARTICLE 6. WORKFORCE



          Section 6.1 Workforce



Contractor shall only use skilled, experienced and reliable workers, with appropriate security
clearances as required, and shall ensure that all Subcontractors and Technical Consultants do the
same. Within thirty (30) days of the Effective Date, Contractor shall provide to Owner for
Owner’s approval a staffing plan for the next twelve months of work. The staffing plan will be
updated each quarter thereafter. The staffing plan shall provide the number of personnel, both
direct and indirect, who will be performing work under the Contract each month. The staffing
plan shall indicate engineering; home office services; field staff and indirect craft staffing;
direct hire craft staffing; and Technical Consultant and Subcontractor staff and craft staffing.
The quarterly update will be provided fifteen (15) days in advance of the upcoming quarter for
Owner’s approval. Owner must approve or reject the staffing plan within 10 days of receipt
otherwise the plan shall be deemed to be approved. Unless expressly authorized in writing by
Owner, Contractor shall only be reimbursed for Work performed in accordance with the approved
staffing plan. For purposes of this Section, “in accordance with the approved staffing plan”
shall mean that the total number of hours performed in a quarter, related to Contractor staffing
in the different labor components including engineering, home office services, field indirect and
direct craft, does not exceed the hours for such labor component in the approved staffing plan by
more than ten percent (10%).



          Section 6.2 Key Personnel 



Owner expects to have meaningful and effective input into Contractor’s staffing to ensure that
Contractor’s key personnel have the acceptable qualifications and compatibility with Owner
personnel. Contractor shall not change key personnel without prior notification to Owner and
Owner approval, and such approval shall not be unreasonably withheld.





	 	a.	 	The persons specified in Exhibit C are each considered a “Key Person”
and shall be assigned by Contractor to perform the Work.






	 	b.	 	Contractor shall not remove any Key Person from performing the Work
without prior written consent of the Owner. Contractor shall provide to the Owner
at least thirty (30) Days notice prior to any Key Person becoming unavailable for
a period of one (1) month or longer to perform the Work, unless the unavailability
is due to a cause not under the control of Contractor, in which case Contractor
shall notify the Owner of such unavailability as soon as possible but in no event
more than three (3) Business Days of learning of such unavailability. Whenever
any Key Person is unavailable for performance of the Work due to reasons beyond
the control of the Contractor, Contractor agrees to replace such Key Person with
an individual of substantially equal abilities and qualifications acceptable to
the Owner. Contractor shall make such replacement not later than ten (10)
Business Days prior to such Key Person becoming unavailable; provided, however,
that Contractor shall have not less than twenty (20) Business Days from the day that





USEC Prime Agency Agreement




36









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





Contractor learns of such unavailability to make such replacement.
Contractor agrees to promptly replace any employee (to include, without
limitation, Key
Persons) performing any of the Work who is unacceptable to the Owner with an
employee acceptable to the Owner.


          Section 6.3 Q-Cleared Personnel



Contractor shall implement and maintain a program as approved by Owner to retain qualified
personnel with Q clearances. Except as agreed to by the Owner, Contractor shall not remove any
Q-cleared personnel assigned to performing such Work without (i) providing reasonable prior
written Notice to the Owner and (ii) providing a replacement for such Q-cleared personnel with an
individual of substantially equal abilities and qualifications who is also Q-cleared. Whenever
any Q-cleared Person is transferred by Contractor or becomes unavailable for performance of the
Work (due to reasons within the control of Contractor), to the extent necessary, Owner shall
obtain the necessary Q-clearance for the replacement personnel and the actual costs incurred by
Owner from the DOE for the Q-clearance up to ***** shall be paid by Contractor.



          Section 6.4 Workforce Continuity



Contractor shall use its best efforts to maintain the continuity of individual workers that
perform any of the Work.



          Section 6.5 Removal of Contractor Employee



The Owner may require the Contractor to remove from the Work any employee of the Contractor,
Technical Consultant or a Subcontractor, including the Contractor’s Representative, that the
Owner, in its reasonable judgment, deems incompetent, careless, insubordinate, or who has, or may
have, violated any applicable Law or procedure.




ARTICLE 7. PLANT SITE



          Section 7.1 Sufficiency of the Plant Site



Contractor agrees that it will inspect the Plant Site and shall inform Owner whether the Plant
Site or designated work area is sufficient for it to undertake and complete the Work.



          Section 7.2 Pre-existing Materials



The Parties anticipate that there will be pre-existing, Hazardous Materials and non-hazardous
materials and other materials requiring special management or handling. Contractor will make the
necessary provisions to deal with such discoveries. To the extent the Parties are aware or
reasonably anticipate such materials, they have made special provisions in this Agreement to
address the discovery and disposition of thereof in the SOW and other provisions of this
Agreement.




USEC Prime Agency Agreement




37









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



          Section 7.3 Plant Site Operations



Contractor shall confine its operations to the Plant Site and to any additional areas, which may
be approved by the Owner as working areas. Contractor shall take all necessary precautions to
keep its personnel and equipment within the Plant Site and such additional areas, and to keep and
prohibit them from encroaching on adjacent land and to meet applicable environmental
requirements. Contractor shall ensure that the Owner and its designees have access to Contractor
work areas within the Plant Site at all reasonable times.



          Section 7.4 Plant Rules and Regulations





	 	a.	 	The Contractor, its Technical Consultants, Subcontractors and all
Contractor, Technical Consultant and Subcontractor employees shall comply with the
applicable rules and regulations in force at the Plant Site or any other facility
where Work is performed. This includes, but is not be limited to complying with
all applicable USEC, United States Enrichment Corporation, NRC, and DOE rules and
regulations when performing Work at the Plant Site, PORTS (procedure UE2-HR-LR1038
or its successor) or other USEC sites.






	 	b.	 	The Contractor shall require the substance of this Section 7.4 be
included in all contracts or Subcontracts for Work at or on the Plant Site, PORTS,
or the USEC sites.




          Section 7.5 Access



Contractor shall be provided access to the Plant Site to perform the Work.



          Section 7.6 Hazardous Material





	 	a.	 	The discovery or encountering of Hazardous Materials on the
Plant Site (other than materials brought to the Plant Site by Contractor,
Subcontractors (provided Subcontractors comply with their contractual
obligations related to Hazardous Materials, given the parties’ intent that
Contractor not be denied the relief herein or liable in any way due to any
Subcontractor non-compliance) or Technical Consultants) not previously
identified and to the extent it affects the Work shall be treated as a Change
under Article 16.






	 	b.	 	Pre-Existing Hazardous Materials. Upon the discovery of any
pre-existing condition relating to Hazardous Materials at the Plant Site,
Contractor shall immediately cease performance of the affected Work and notify
the Owner. Owner shall be responsible to arrange for the handling, treatment,
storage, removal, remediation, avoidance or other appropriate action (if any),
with respect to any Hazardous Materials present on, at or under the Plant
Site. Owner shall have the sole discretion to determine, consistent with
Laws, the action, if any, to be taken with respect to such Hazardous
Materials. During





USEC Prime Agency Agreement




38









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





the period of any cleanup or mitigation activities,
Contractor shall continue Work to the extent practicable, on unaffected parts
of the Project and areas of the Plant Site.




	 	c.	 	Hazardous Material During Execution.






	 	i.	 	Introduction/Generation If
Contractor’s performance of the Work includes supplying, using, or
generating Hazardous Materials, Contractor shall furnish prior Notice
to Owner not less than fourteen (14) Days before bringing such
Hazardous Materials to the Plant Site unless waived by Owner in
writing. Notice shall include a listing of the name, chemical
composition, a Material Safety Data Sheet and the location of
use/storage for each Hazardous Material and established quantity of
each Hazardous Material to be used or generated at Plant Site.
Contractor shall require Technical Consultants and Subcontractors to
provide such notice and comply with the provisions of this Section
7.6(c).






	 	ii.	 	Hazardous Materials Used by Contractor
Contractor shall be fully responsible for any Hazardous Materials
brought on the Plant Site by Contractor or any Technical Consultant
(“Contractor Hazmats”) and for the proper handling, removal,
transportation and disposal of such Contractor Hazmats. Contractor
Hazmats shall be stored and used in accordance with the requirements
of this Agreement and applicable Law. Contractor shall maintain an
accurate record and current inventory of Contractor Hazmats used at
the Plant Site, identifying quantities, location of storage, use and
final disposition. Contractor shall implement and administer a
Hazardous Material handling program for all of its employees and all
Technical Consultants. The program shall include: (i) development of
guidelines and training with respect to the proper handling, use and
disposal of Contractor Hazmats and (ii) the development,
implementation and enforcement of procedures for notification of Owner
and appropriate Governmental Authorities about, and clean-up of,
spills and other emissions of Contractor Hazmats.






	 	iii.	 	Clean-up Contractor shall be
responsible for all clean-up and mitigation required in connection
with any spills, emissions or environmental problems related to
Contractor Hazmats.
	 
	 	iv.	 	Removal Contractor, upon completion
of the applicable portion of the Work, shall remove all Contractor
Hazmats. not used or consumed in performance of the Work from the
Plant Site unless otherwise specified in writing by Owner.





USEC Prime Agency Agreement




39









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



          Section 7.7 Pre-existing Contamination



Contractor shall not be liable for Pre-existing Contamination at the Plant Site. “Pre-existing
Contamination” is any hazardous or toxic substance present at the Plant Site which was not brought
onto such site or sites by Contractor or Technical Consultants. Owner agrees to
release, defend, indemnify and hold Contractor harmless from and against any and all liability
which may in any manner arise in any way directly or indirectly caused by such Pre-existing
Contamination except if such liability arises from Contractor’s gross negligence or willful
misconduct. Contractor recognizes the potential need to work within areas that may have
contamination. Contractor agrees to work in such areas subject to Contractor being able to
develop a suitable safety plan related to any potential exposure to the Contractor’s employees as
a result of such contamination.



Owner shall, at Owner’s sole expense and risk, arrange for handling, storage, transportation,
treatment and delivery for disposal of Pre-existing Contamination. Owner shall be solely
responsible for obtaining a disposal site for such material. Owner shall look to the disposal
facility and/or transporter for any responsibility or liability arising from improper disposal or
transportation of such waste. Contractor shall not have or exert any control over Owner in
Owner’s obligations or responsibilities as a generator in the storage, transportation, treatment
or disposal of any Pre-existing Contamination. Owner shall complete and execute any
governmentally required forms relating to regulated activities including, but not limited to,
generation, storage, handling, treatment, transportation or disposal of Pre-existing
Contamination. In the event that Contractor executes or completes any governmentally required
forms relating to regulated activities including, but not limited to, storage, generation,
treatment, transportation, handling or disposal of Pre-Existing Contamination, Contractor shall
be and be deemed to have acted as Owner’s Agent. Notwithstanding anything to the contrary,
Contractor shall not perform and shall have no responsibility or liability for any remediation of
Equipment, materials or the Plant Site containing asbestos, lead, or otherwise contaminated,
which remediation work will be directly contracted by Owner. However, Contractor acknowledges
acting as agent, that some work activity may need to be performed in areas that are contaminated
and Contractor agrees to perform Work in such areas to the extent Work can be performed safely
and in accordance with the approved Safety Plans. Contractor agrees to assist Owner and
coordinating any remediation work performed by others, however liability and responsibility shall
remain between Owner and such third party contractors.



For Contractor’s services requiring drilling, boring, excavation or soils sampling, Contractor
shall be responsible for such activities, however, Owner shall approve the selection of the
contractors to perform such services, all site locations, and provide Contractor with available
information regarding the presence of underground hazards, utilities, structures and conditions
at the site.




ARTICLE 8. PROJECT SCHEDULE



          Section 8.1 Project Schedule




USEC Prime Agency Agreement




40









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



Contractor shall develop and maintain a detailed automated Project Schedule for the Work outlined
in this Agreement. The Project Schedule shall represent the Contractor’s intended work plan to
complete the Work in accordance with this Agreement including, but not limited to, the Key
Milestones in Exhibit B. Contractor shall perform the Work substantially in accordance with the
Project Schedule. The Project Schedule shall identify critical path activities. Contractor
shall update the Project Schedule on at least a monthly basis as the Work
progresses and more often during critical periods, and shall incorporate the results of delay and
acceleration analyses where appropriate. Maintaining a complete and current Project Schedule
with access by Owner is a material term of this Agreement.




ARTICLE 9. ENGINEERING AND DESIGN



          Section 9.1 Engineering



As engineer of record for the Project, Contractor is responsible for the preparation of all of
the Design Documents for the Plant. All Design Documents requiring certification or seal under
Laws shall be certified or sealed by professional engineers licensed and properly qualified to
perform such engineering services in all appropriate jurisdictions.





	 	a.	 	Contractor shall design the Plant to comply with the requirements of
this Agreement, applicable Laws and Code and Standards.






	 	b.	 	Contractor shall prepare all Design Documents including comprehensive
drawings and specifications setting forth in detail the requirements for the
procurement and construction of the Plant.




          Section 9.2 Design Document Review





	 	a.	 	The Parties shall establish a review process and agreed turnaround
time of ten (10) working days for review and re-submittal of the Design
Documents. Contractor shall timely submit the agreed to Design Documents for
approval by the Owner in a format approved by Owner.






	 	b.	 	Any review by Owner of other Design Documents shall be for
informational purposes only. Owner’s review shall not relieve Contractor from
responsibility for: (i) complying with Agreement; (ii) any errors or omissions
in Design Documents; (iii) confirming and correlating all quantities, details and
dimensions; (iv) selecting fabrication processes and construction techniques; and
(v) performing Work in a safe and workmanlike manner. The Owner’s review of
Design Documents shall not be deemed to authorize deviations or substitutions
from the requirements of this Agreement.






	 	c.	 	All drawings shall be prepared in the format and using the agreed to
computer aided design software.





USEC Prime Agency Agreement




41









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



ARTICLE 10. OMITTED INTENTIONALLY




ARTICLE 11. CONSTRUCTION



          Section 11.1 Contractor Responsibilities





	 	a.	 	Contractor shall procure all materials, Equipment, supplies,
consumables, transportation, labor, supervision and other necessary services
for the completion of the Project either directly for miscellaneous supplies
or materials or as Agent for Owner, whether on or off the Plant Site, that
are not expressly specified to be furnished by the Owner.






	 	b.	 	Contractor shall enter into Subcontracts as Agent for Owner
and shall enter into direct contracts with Technical Consultants. Contractor
shall be responsible for obtaining from Technical Consultants and
Subcontractors procurement, transport, receiving, unloading and safekeeping
of all materials and Equipment, construction aids and other things required
for the completion of the Project. Contractor shall ensure that operability,
maintainability, reliability, quality and compatibility with other systems
used in the Plant are significant selection factors in procurement.






	 	c.	 	If Owner specifies Equipment or materials by name or as
products of certain manufacturers, Contractor shall require of the Technical
Consultant or Subcontractor that the proper quality and/or type of Equipment
or materials is used. Contractor may utilize substitutions of equivalent
Equipment or materials only with prior Owner written approval.






	 	d.	 	Supplier Relationship Agreements (SRA)






Owner understands that Contractor’s subsidiary organization, Fluor
Supply Chain Solutions, LLC and/or Fluor Supply Chain Solutions
International LLC (either or both referred to as “FSCS”), have
negotiated proprietary and confidential Supplier Relationship
Agreements (whether entered into by FSCS or any of their respective
Affiliates, a “Fluor SRA”) with various strategic suppliers of certain
materials, equipment, and services. Such Fluor SRA’s contain
favorable pricing and terms and conditions. For Work performed, if
either Contractor or Owner procures materials, equipment, or services
using Fluor SRA’s, then it is agreed that the quoted prices and terms
from such Fluor SRA’s are firm and not subject to audit, however Fluor
shall use all reasonable efforts to obtain competitive bids prior to
using any Fluor SRA. Notwithstanding any provision herein or in any
related agreements to the contrary, neither Contractor nor FSCS shall
be subject to audit or adjustment for any volume, cash, trade
discounts, refunds, rebates, freight allowances, equalizations,
credits, commissions or the like under any Fluor SRA’s or other
agreements either may have with any vendor, and any such items shall
accrue



USEC Prime Agency Agreement




42









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





exclusively to the benefit of Contractor or FP. Fluor shall
not be obligated to disclose any of the material terms of the Fluor
SRAs; provided, however, the specific terms and conditions of the
Agreement for this Project shall be provided to Owner. Contractor
shall notify and obtain Owner’s approval of any SRA holders on the bid
list. Contractor and FP retain the right to communicate with the
vendor to notify the vendor of our prime contract rights relating to
SRA’s so that the vendor does not have a basis to object to continue
to pay SRA volume incentives to FSCS notwithstanding the provisions in the
purchase order to the contrary, if any.




	 	f.	 	Construction Planning: Contractor shall submit a Project
Execution Plan for review and approval by Owner.




          Section 11.2 Owner’s Participation





	 	a.	 	During construction, Contractor shall provide Owner with information
which is in its possession related to the selection of third party
contractors. If Owner directs a selection of a third party contractor or
Subcontractor other than Contractor’s choice, Contractor shall share any
information relative to that choice including price differences and
adjustments to cost and schedule in accordance with the provisions for
change. Owner shall cooperate with Contractor to maintain the Project
Schedule.






	 	b.	 	Owner may stop Work affected by any
regulatory, quality or safety concerns




          Section 11.3 Owner Required Activities





	 	a.	 	Owner is responsible for providing the Plant
and removing from the Plant Site any existing materials, machines and
systems that are of no value for use in the Plant. Contractor shall
immediately notify the Owner if Contractor’s activities identify
additional equipment or material that needs to be removed or indicate
that some of the existing systems to be removed by Owner should remain
at the Plant.






	 	b.	 	Owner has considerable experience in the
enrichment of uranium and expects to perform certain design activities
that are directly related to the centrifuge machines, cascade design
and the operation of installed Equipment. Contractor agrees to
coordinate its design activities in areas related to the centrifuge
machines, cascade design and the operation of installed Equipment with
the Owner’s engineering staff.






	 	c.	 	Owner shall provide all utilities and lay down areas as required.





USEC Prime Agency Agreement




43









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





	 	d.	 	Owner shall not obstruct Contractor’s Work
and shall support the Contractor’s efforts as specified in this
Agreement.
	 
	 	e.	 	Owner shall cooperate with Contractor to
provide it timely inputs, reviews, comments and approvals as may be
necessary.
	 
	 	f.	 	Authorized Work Areas— Owner
shall obtain site approvals as may be necessary for defined work
areas prior to Contractor entering
such work areas such that such areas have been evaluated and
determined to be available for the work specified to be performed.
	 
	 	g.	 	Owner is responsible for Configuration
Management which includes but is not limited to identification of
Boundary Definition Documents (BDD’s); Design Criteria Documents
(DCD’s) and System Requirements Documents (SRD’s) and that the
existing Structures, Systems and Components (SSC’s) are in
compliance with the new design.
	 
	 	h.	 	Owner is responsible for the license and
any other NRC interface including but not limited to license Change
Evaluations (CE’s).
	 
	 	i.	 	Owner is responsible for verifying and
certifying that all Work requested by Owner which will be performed
by Contractor hereunder is being performed on premises or facilities
expressly covered by the GCEP Lease. Owner will provide
information and documentation in existence, as reasonably requested
by Contractor, to substantiate that Work is being performed on such
leased premises or facilities.
	 
	 	j.	 	Owner is responsible for the DOE leased
facilities and any other DOE interface for the lease or for the
performance of this scope of work. This includes, but is not limited
to, submitting 10 CFR Part 810 Applications and subsequent approvals
necessary in order to deal with foreign suppliers / vendors.
	 
	 	k.	 	Owner is responsible for providing
Contractor with current and future
	 
	 	l.	 	updates to Owner specifications and
procedures that affect Contractor’s work.




          Section 11.4 Subcontractors and Technical Consultants





	 	a.	 	Owner reserves the right to approve
prospective Subcontractors and Technical Consultants, such approval
shall not be unreasonably withheld. Owner may provide Contractor with
a list of Approved





USEC Prime Agency Agreement




44









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





Subcontractors and Technical Consultants and will
notify Contractor if it desires to approve any particular
Subcontractor or Technical Consultant. All subcontracting activities
with Subcontractors and Contractor’s entering into any Subcontract
shall be done on behalf of and as agent for Owner in accordance with
the parties’ Limited Agency Agreement (Exhibit D). Contractor shall
provide the Owner with information concerning Subcontractors and
Technical Consultants as Owner may reasonably request at any time.




	 	b.	 	Contractor shall use its best efforts in
requiring that all Subcontracts contain appropriate flow down
provisions as required by Owner which provisions may include: (i)
warranties to the Owner and/or its designee with rights to assign by
Owner to third parties; (ii) providing for a cancellation charge
schedule; (iii) meeting the insurance requirements, as appropriate;
(iv) providing for confidentiality and the ownership of Design
Documents by the Owner; (v) providing for compliance with applicable
Laws and procedures; (vi) clauses containing Sections 19.10 and 19.11
herein that are of the cost-reimbursement, incentive,
time-and-materials, labor-hour, or price-redeterminable type, or any
combination of these; (vii) inclusion of Article 31 suitably modified
to identify the parties, in all subcontracts, regardless of tier that
call for the delivery of information or data, the performance of the
services or the performance of experimental, developmental, or
research work under this Agreement, other than contracts for the
supply of off-the-shelf commercial items; (viii) Section 4.5; and (ix)
Section 7.6(c). Owner has the right to review all Subcontracts to
confirm inclusion of required flow down provisions.






	 	c.	 	Contractor shall require all Subcontractors
and Technical Consultants to adhere to Contractor’s project quality
plan and project safety requirements as applicable.






	 	d.	 	The Contractor shall require that all
Subcontractors and Technical Consultants include protection against
Conflicts of Interest acceptable to the Owner’s Representative.






	 	e.	 	Contractor may contract any portion of the
Work to any qualified Technical Consultant or affiliates subject to
Owner’s review and approval and such approval shall not be
unreasonably withheld. Contractor agrees that it shall be fully
responsible to Owner for all Work and for the acts and omissions of
its Technical Consultants and affiliated entities and of persons
directly or indirectly employed by them, as it is for the acts or
omissions of persons directly employed by Contractor. Contractor
shall be responsible for the Work performed pursuant to this
Agreement.





USEC Prime Agency Agreement




45









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





	 	f.	 	Protection of Owner. For the
purpose of protecting Owner’s interest in all materials, Equipment,
tools and supplies with respect to which title has passed to Owner or
where Owner has made advance or progress payments but which remain in
the possession of another party, Contractor shall require
Subcontractors and Technical Consultants to take or cause to be taken
all steps reasonably necessary under the laws of the appropriate
jurisdiction(s) to protect Owner’s title and to protect Owner against
claims by other parties with respect thereto.




          Section 11.5 Procurement Planning Activities



Contractor shall obtain competitive bids for all first-tier Subcontract work or otherwise assure
Owner that it has obtained competitive pricing for services and materials. Owner may participate
in the procurement process including bid evaluations. Contractor shall provide related information
including price, evaluation criteria, methodology and strategy.



All commitments (purchase orders and Subcontracts) will be submitted to USEC Procurement for
review and approval in accordance with the Limited Agency Agreement (Exhibit D). All purchase
orders and subcontracts exceeding $100,000.00 will be competitively bid with two or more bidders
unless sole source justification is established and will be submitted to USEC Procurement for
approval.



All Subcontracts shall be done on behalf of and as agent for Owner in accordance with the Limited
Agency Agreement (Exhibit D).



          Section 11.6 Customs



Contractor shall assist the Owner and work on behalf of and as the Owner’s agent in obtaining
all customs clearances required in connection with obtaining equipment, materials and supplies
necessary to complete the Work, including any temporary clearances for construction and testing
equipment and other items to be used in the Work.



          Section 11.7 Royalties and License Fees



Acting on behalf of and as Agent for Owner, Contractor, shall obtain all licenses and paying all
royalties or licensing fees for Equipment, materials and supplies provided by Contractor or
incorporated into the Plant except for Owner furnished Equipment.



          Section 11.8 NRC Support 



Contractor shall provide support and assistance to Owner for NRC compliance as reasonably
requested by Owner.



          Section 11.9 Coordination




USEC Prime Agency Agreement





46









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



Contractor shall be responsible for the coordination of the construction Work including the
execution of any construction performed by Contractor’s direct hire labor. In coordination with
Owner, Contractor shall use reasonable efforts to minimize conflicts among any Subcontractor and
Technical Consultants and with any other work being performed at or near the Plant Site.
Contractor shall notify Owner of any coordination issues affecting the completion of the Project.





a. Contractor acknowledges that it is aware that the Plant Site is
contiguous with areas utilized by the United States Enrichment Corporation,
DOE or their contractors and that the performance of certain
Work may affect DOE, the United States Enrichment Corporation’s or Owner’s
site activities. The Parties agree to work with DOE, United States
Enrichment Corporation and their contractors on Plant Site coordination to
ensure that they minimize interference to the greatest extent possible.
The Parties will establish protocols in advance to allow DOE, Owner, United
States Enrichment Corporation and the Contractor to plan for interface and
transition points in the Work.




b. Contractor also understands that Owner may have other contractors on the
Plant Site who have contracted directly with the Owner and not being
managed by Contractor. The Owner shall instruct these other contractors to
coordinate their work with Contractor’s work accordingly. Contractor shall
notify Owner immediately if another Owner’s contractor does not cooperate.


          Section 11.10 Safety



Contractor shall institute a site safety program for the approval of Owner and in compliance with
applicable regulatory requirements. Contractor shall address and use reasonable efforts to
mitigate any emergencies or situations that may arise at the Plant Site. Implementation,
management and compliance with such safety program shall not relieve Contractor of its
contractual obligations.



          Section 11.11 Tools and Equipment



Contractor shall supply all construction equipment and tools and special tools that are required
for completion of the Work. Contractor may provide or require third party contractor to provide
the necessary equipment and tools to perform their specific scope of work.



          Section 11.12 Unit Cost Reporting



Owner may be required to identify the costs or contract prices of certain units of property for
accounting/allocation or regulatory purposes. Contractor agrees to cooperate with Owner to
identify such costs.




USEC Prime Agency Agreement





47










 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




          Section 11.13 Project Labor Agreement



Contractor agrees that the Project Labor Agreement provides the terms and conditions related to
craft labor and all costs associated with compliance with such agreement shall be a reimbursable
cost.




ARTICLE
12. CONSTRUCTION SEQUENCE




          Section 12.1 Mechanical Completion





	 	a.	 	When Contractor believes Mechanical
Completion of a System or the Plant (as the case may be) has been
achieved, it shall provide the Owner with Turnover Notice which
shall provide sufficient information for Owner to determine whether
the requirements for Mechanical Completion of such System or the
Plant, as set forth in Exhibit E, have been met. With that Turnover
Notice, Contractor shall include its proposed initial draft of the
Punch List for the System or the Plant, as applicable.
	 
	 	b.	 	Within ten (10) business days after
receipt of Turnover Notice, Owner shall advise Contractor in writing
whether it concurs that the conditions of Mechanical Completion of
the System or Plant have been satisfied or which conditions have not
been satisfied. If Owner does not respond within ten (10) Business
Days, the System or the Plant (as the case may be) will be deemed
Mechanically Complete. The date of Mechanical Completion for such
System or the Plant shall be the date of the Owner’s written
confirmation or ten (10) business days after receipt of the Turnover
Notice if Owner fails to respond that Contractor has met all the
requirements of Mechanical Completion for such System or the Plant.
	 
	 	c.	 	The achievement of Mechanical Completion
of a System or the Plant shall not relieve Contractor of any of its
other obligations under this Agreement, including its obligation to
achieve the Mechanical Completion of the Plant or any other System.





          Section 12.2 Turnover 





	 	a.	 	Immediately upon achieving Mechanical
Completion of a System or the Plant, Contractor shall assist Owner
with Turnover of such System or the Plant, as set forth in Exhibit
E. Contractor understands and agrees to cooperate with Owner to
ensure that preparation for Turnover is included to the greatest
extent possible in the activities between Mechanical Completion of the System or





USEC Prime Agency Agreement




48









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)






	 	 	 	the
Plant and Turnover. Turnover shall occur within ten (10) business
days after the date of Mechanical Completion of a System or the
Plant, as applicable, or such other date as agreed to by the Parties.
The Parties recognize the necessity of transitioning the Plant to
the Owner during Turnover. Towards that end, Contractor agrees to
reasonably cooperate with Owner and its representatives. As required
in Exhibit A and Exhibit E, Contractor and Owner shall establish
Turnover protocols and procedures.
	 
	 	b.	 	The Parties shall agree on a schedule and
protocol to allow Contractor access to complete Work after the
Turnover of a System or the Plant. Contractor acknowledges it has
taken into consideration the obstacles of completing its Work after
a System or the Plant is in commercial operation under control of
the Owner.
	 
	 	c.	 	Pursuant to the protocol established in
this Section 12.2 , the Parties shall coordinate the Punch List Work
and Warranty Work with the Owner as well as scheduled access for
on-going completion Work to allow Contractor to complete any Work
remaining to achieve Final Acceptance, as set forth in Exhibit E.
	 
	 	d.	 	The Parties acknowledge Contractor’s Work
performed after Turnover of a System or the Plant may include the
requirement for shutdown or reduction in Plant operations.
Contractor shall use and comply with Owner’s process with respect to
such shut-down. Contractor shall use its best efforts to minimize
requests for a shutdown or reduction of the Plant operations and
accomplish modification or repair with minimal interference with
operation of the remainder of the Plant.





          Section 12.3 Final Acceptance





	 	a.	 	When Contractor believes it has achieved
all requirements for Final Acceptance of the Project, it shall
provide the Owner with Final Acceptance Notice, as set forth in
Exhibit F. Within ten (10) business days after receipt of Final
Acceptance Notice, Owner shall advise Contractor in writing whether
it concurs that the requirements of Final Acceptance have been
satisfied or which conditions Contractor has failed to satisfy.
	 
	 	b.	 	The requirements of Final Acceptance of
the Plant include achieving Mechanical Completion, completing all
Punch List Work, posting warranty period security delivering all
documentation including final as-built drawings, operating manuals
and spare part listings, system and equipment descriptions,
performance and test





USEC Prime Agency Agreement




49









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





	 	 	 	data, engineering calculations, correcting all identified warranty
items, providing all Lien waivers and releases, and assigning any
remaining warranties to the Owner and other requirements specified in
Exhibit A and Exhibit E.
	 
	 	c.	 	In the event Owner elects to take the
care, control and custody of a System or the Plant prior to
Mechanical Completion, Owner shall submit such request in writing.





ARTICLE
13. START-UP, COMMISSIONING, TRAINING




          Section 13.1 Services after Turnover




          Section 13.1.1 Additional Services Subject to Change Order



If requested by Owner to be performed as additional services that will be handled through a
contract modification pursuant to Article 16 (Changes), Contractor shall provide assistance to
Owner’s Commissioning, Start-up and testing activities, including providing support personnel and
requiring Subcontractors and Technical Consultants to provide service representatives,
construction supervision and craft personnel as required for system adjustments.




          Section 13.1.2 Additional Services as Part of Work



Contractor, at Owner’s request and as Agent of Owner, will purchase spare parts needed during
testing with the original equipment or material purchase order, other than for the centrifuge
machines. Contractor shall assist the Owner in the design and preparation of the training program
for the Equipment and systems and submit to the Owner by no later than the date that is one
hundred eighty (180) days before the anticipated Mechanical Completion date of the first System in
the Project. Owner will review, comment on, and approve or disapprove such program in writing
within forty-five (45) days after such submittal by Contractor. If Owner conditions its approval
on reasonable changes to the program submitted by Contractor, then Contractor will effect such
changes. Owner shall provide qualified trainers, training materials and facilities for such
program.




ARTICLE
14. CONTRACTOR’s TESTING




          Section 14.1 Testing



Testing relating to the Contractor’s scope of Work shall be performed only in accordance with
protocols and procedures approved by Owner. Unless otherwise specified in the Project Schedule
or Exhibit A, Contractor shall submit draft detailed testing protocol and procedures for Owner’s
review and approval at least sixty (60) days prior to any scheduled testing. Owner shall provide
its approval or comments on the testing protocol and procedures within thirty (30) days of
receipt of Contractor’s draft. In the event Owner provides comments, Contractor shall




USEC Prime Agency Agreement




50









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



provide
Owner with the testing protocols and procedures incorporating Owner’s comments for Owner’s
approval within ten (10) Business days of receipt of Owner’s comments.




ARTICLE
15. REPORTING AND MEETINGS




          Section 15.1 Progress Reports



Contractor shall provide monthly progress reports on the progress of the Work, plans of
activities being performed, and regularly updated schedules of the Work supplementing the Project
Schedule. The Parties shall agree on the content, timing and presentation of monthly reports and
any other reasonable reporting required by the Owner.




          Section 15.2 Subcontractor and Technical Consultant Information



Contractor shall obtain, coordinate and submit to Owner’s Representative for its information such
details from Subcontractors and Technical Consultants, as are reasonably requested by Owner,
regarding progress of the Work.




          Section 15.3 Meetings



Contractor will attend monthly progress meetings with the Owner as well as other periodic
meetings during the course of the Work. Contractor will also participate with the Owner in
periodic community meetings as may be needed to maintain good community relations and meetings
with DOE and NRC as may be required by the Owner.




          Section 15.4 Subcontractor and Technical Consultant Initiative Results



The Parties shall agree on periodic reporting for all major Subcontractor, Technical Consultant
and workforce initiatives that are part of this Agreement.




ARTICLE
16. CHANGES




          Section 16.1 Further Refinement, Corrections and Detailing



It is understood and agreed that the Project shall be subject to further refinement, correction
and detailing by the Parties from time to time which are not Changes so long as they have no
impact on the scope of the Work, the Project Schedule or any other material or substantial
obligations of the Contractor.




          Section 16.2 Changes 




In the event there are Changes to the Work, the Completion Date, the Key Milestones, the
Project Schedule, and other terms and conditions shall be adjusted accordingly, if and to the
extent necessary. All Changes shall be authorized by a Change Order and only Owner’s



USEC Prime Agency Agreement




51









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



Representative may approve Change Orders. Pursuant to Section 16.3(c), Contractor may request a
Change Order arising out of circumstances, including but not limited to:





	 	a.	 	If Owner’s Representative, expressly
referring to this Section 16.2, requests in writing for performance
of Work in excess of or modifications to Contractor’s Statement of
Work, standard work day or work week, or such shorter times as are
provided by applicable collective bargaining agreements, or on a
holiday customarily observed by Contractor;
	 
	 	b.	 	The discovery of any subsurface conditions
by Contractor after the commencement of the Construction Phase which
differ from: (i) those shown in or reasonably inferable from the
Agreement (or the documents known), or (ii) those ordinarily
encountered herein in the area of the Project Site;
	 
	 	c.	 	Errors or omissions in or delay in
furnishing any Design Criteria or other information to be supplied
to Contractor which materially impacts the Project Schedule or the
Contractor’s cost;
	 
	 	d.	 	Delay or suspension of, or interference
with Contractor’s Work by Owner or any other person, entity or
governmental authority, including without limitation force majeure
event; and
	 
	 	e.	 	Any change in law.





          Section 16.2.1 Changes Resulting in Fixed Fee and Target Cost Adjustments





	 	a.	 	The Parties agree that any adjustment to
the Fixed Fee, as defined in paragraph 2. of Exhibit I, shall occur
only in the event the Parties agree to change the Target Cost. The
Fixed Fee will be increased or decreased by the amount equal to
***** percent (*****%) of the agreed upon change to Target Cost.
	 
	 	b.	 	The Parties agree that the Project Target
Cost, as defined in paragraph 2. of Exhibit I, shall be adjusted
based on the following:






	 	(i)	 	in the event the
agreed upon Target Cost is adjusted by means of Project
Change Notice (PCN) to add or reduce the Scope of Work
under this Agreement, or
	 
	 	(ii)	 	any other Change
as described in Section 16.2 above or as elsewhere
allowed under this Agreement.





USEC Prime Agency Agreement




52









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




          Section 16.3 Procedure for Changes





	 	a.	 	In the event either Party seeks a change
in the Work, the Party seeking such change shall advise the other
Party and the Parties
shall then promptly consult concerning the price and Project Schedule
impact of implementing the proposed change.
	 
	 	b.	 	If Owner desires to make a Change, Owner
shall submit a Change Order Request to Contractor. Contractor shall
promptly review the Change Order Request and notify Owner in writing
of the options for implementing the proposed Change and the impact
of such options on cost, schedule and performance. As soon as is
reasonably practicable, Contractor shall provide Owner with the
necessary information related to the proposed Change, including but
not limited to, a detailed written estimate of the proposed change,
setting forth in detail, a breakdown by labor, Equipment and, if
available, a breakdown by trades and work classifications and the
effect, if any, of the proposed Change on the Agreement costs, the
Key Milestone Dates, the Project Schedule, and warranties. Owner
shall review the Contractor’s estimate of the impact of a proposed
change with Contractor for the purpose of determining whether to
proceed with such change in the Work and, if so, for the purpose of
agreeing on the matters set forth therein, including a mutually
acceptable adjustment to costs, the Project Schedule, the Completion
Date, and warranties, if any, if the proposed Change requires a
modification of the Work. Owner may direct Contractor to proceed
with such Change prior to the parties’ agreement on the resultant
impact which will be mutually agreed upon at a later date, provided
that Contractor is paid for all Work performed related to such
Change and all associated costs as a result of Owner’s directive.
	 
	 	c.	 	As soon as Contractor becomes aware of any
circumstances which Contractor has reason to believe may necessitate
a Change, Contractor shall submit to Owner a Change Order Request
which shall include documentation sufficient to enable Owner to
determine (i) the factors necessitating the possibility of a Change;
(ii) the impact which the Change is likely to have on the cost of
Contractor’s performance; (iii) the impact which the Change is
likely to have on the Project Schedule; and (iv) such other
information which Owner may reasonably request in connection with
evaluating such Change. If Owner denies all or a material element
of Contractor’s Change Order Request, it shall do so in writing
within fifteen (15) Days of Owner’s receipt of the request. Owner
shall state the basis of its denial. Contractor may appeal the





USEC Prime Agency Agreement




53









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





denial in writing if it can present a valid basis for Owner to
reconsider its determination within fifteen (15) Days. Owner shall
respond to Contractor’s appeal within fifteen (15) Days with its
final written decision. At that time, Contractor may elect to
trigger the
dispute process. Owner shall reimburse Contractor all costs
associated with, arising out of or related to any Change to the Work.



          Section 16.4 Undefinitized Orders



In no event, shall Contractor undertake, or be obliged to undertake, a change in the Work until
it has received a Change Order signed by Owner. Owner may, but shall not be obligated to, issue
a Change Order covering a proposed Change Order Request,




          Section 16.5 Changes Due to Changes in Law/Codes/Government Approvals



Any Change necessitated by any change in Laws, changes in codes and standards, or Government
Approvals that become effective after the Effective Date, shall be treated as a Change.




          Section 16.6 Effect of Force Majeure Event



In the event, and to the extent that, a Force Majeure Event affects Contractor’s ability to meet
the Project Schedule or increases the cost of the Work, an equitable adjustment in one or more of
the Project Schedule or cost of the Work shall be made by agreement of Owner and Contractor in
accordance with Section 16.3.




          Section 16.7 Continued Performance Pending Resolution of Disputes



Notwithstanding that Owner and Contractor cannot agree on the effect any Change will have on the
cost of the Work or the Project Schedule, or the Key Milestone Dates, Contractor shall proceed
with the Change and be paid for all Work performed related to such Change and for all costs
associated with such Change. The dispute shall be resolved as provided in Section 16.3(c)
promptly following Owner’s execution of the Change Order.




          Section 16.8 Documentation



All claims by Contractor for adjustments to one or more of the cost of the Work, the Key
Milestone Dates, or the Project Schedule as a result of Changes under this Article 16 shall be
supported by such documentation as is reasonably sufficient for Owner to determine the accuracy
thereof, including but not limited to, invoices from Subcontractors and Technical Consultants and
Contractor’s man-hour breakdowns.




          Section 16.9 Acceleration of Work




USEC Prime Agency Agreement




54









 






AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



Owner shall have the right, upon written notice to Contractor, to require that the Work be
accelerated by means of overtime, additional crews or additional shifts, or re-sequencing of the
Work notwithstanding that the Work is progressing without delay in accordance with the
established Project Schedule. Contractor agrees to use all reasonable efforts to perform such
acceleration, and Contractor shall be entitled to reimbursement of increased costs (premium
portion of overtime pay, additional crew, shift, or equipment costs, and such other items of cost
requested by Contractor and approved by Owner in advance of any acceleration (which approval will
not be unreasonably withheld)). Contractor shall promptly provide a plan for such acceleration,
including his recommendations for the most effective and economical acceleration. Changes in the
cost of the Work and the Project Schedule, including without limitation, the Key Milestone Dates,
shall be made by issuance of a Change Order.




ARTICLE
17. INTENTIONALLY OMITTED




ARTICLE
18. OWNER INSPECTION




          Section 18.1 Inspection



The Work shall conform to the requirements of this Agreement, and Contractor shall maintain
sufficient internal inspection procedures to confirm that such Work so conforms prior to the
Mechanical Completion of each System or the Plant. All Work, whether on or off the Plant Site,
shall be subject to inspection by the Owner and/or its representatives at reasonable times and
places. Any such inspection is for the sole benefit of the Owner and shall not relieve the
Contractor of the responsibility for providing quality control measures to assure that the Work
strictly complies with the Agreement. Contractor shall furnish all reasonable assistance
required by the inspectors. Owner shall have the right to inspect and test all Work provided by
Contractor to the extent practicable at all times and places during the term of the Agreement.
Owner shall perform inspections and tests in a manner that will not unduly delay the work.




          Section 18.2 Notice for Inspection and Testing



Owner shall give Contractor reasonable Notice of its plan to inspect or test any aspects of the
Work. Contractor shall give reasonable Notice to Owner of the time and place when Work will be
ready for inspection, examination and testing by Owner before packaging, covering up or putting
out of view, including factory tests and factory hold points. Following such Notice by
Contractor, Owner’s Technical Representative shall then either carry out the inspection,
examination, measurement or testing without unreasonable delay, or notify Contractor that it will
not inspect.




          Section 18.3 Contractor Inspection



Owner and its representatives, at the Owner’s expense, shall have the right to be present at any
of Contractor’s inspections or tests of the Work. Contractor shall give Owner no less than ten
(10) Days prior Notice of scheduled inspection and testing and hold points and shall keep the




USEC Prime Agency Agreement




55









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



Owner updated as schedules are adjusted. Contractor shall provide inspection and testing reports
as described in the project procedures , or as reasonably requested by Owner.




          Section 18.4 Examination and Testing





	 	a.	 	In addition to any testing, examination or
inspection requirements specified in the Agreement, Owner, as part
of its inspection and at its own cost, may examine or may require
Contractor to examine,
inspect and test any materials and workmanship, or check the progress
of manufacture of all materials and equipment being supplied. Owner
shall cooperate with Contractor so that inspections do not cause any
unreasonable delay, interference, or cost increase in the execution
of the relevant Work. Any such inspection, examination or testing or
waiver of such shall not constitute acceptance or be construed as an
approval of such materials and workmanship or in any way affect or
reduce Contractor’s obligations to complete the Work in accordance
with this Agreement.
	 
	 	b.	 	If the Owner performs inspections or tests
on the premises of Contractor or of a Technical Consultant or
Subcontractor, Contractor shall furnish, and shall require each such
Technical Consultant or Subcontractor to furnish, all reasonable
facilities and assistance for the safe and convenient performance of
these inspections or tests.
	 
	 	c.	 	If any of the Work does not conform to
Agreement requirements, Owner may require Contractor to re-perform
the Work in conformity with Agreement requirements.
	 
	 	d.	 	Inspection and testing by Owner shall not
relieve Contractor from any responsibility to meet the Agreement
requirements.
	 
	 	e.	 	Inspection and testing by Owner does not
constitute acceptance of the Work to be provided under this
Agreement. Acceptance of such Work shall be determined by any
acceptance procedures set forth elsewhere in this Agreement, or
otherwise by Owner’s failure to reject the Work within a reasonable
time (but not more than thirty (30) Days) after completion of all
Work under this Agreement. Acceptance shall not limit Contractor’s
liability under applicable warranties, including the Warranty in
Article 21.





ARTICLE
19. COMPENSATION




          Section 19.1 Compensation




USEC Prime Agency Agreement




56









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





	 	a.	 	Direct Productive Labor Hour (“DPLH”)
means the hours expended by Contractor that are directly
attributable to the performance of Work by Contractor for home
office and field staff
	 
	 	b.	 	Owner shall pay Contractor the
reimbursable costs listed in Exhibit G for DPLH performed hereunder.
	 
	 	c.	 	The DPLH rates include all charges for
Contractor’s direct labor, labor benefits and burdens, and general
and administrative expenses, plus all Taxes. The DPLH rates shall be varied by virtue of a
Contractor employee having performed any of the Work on an overtime
basis per Exhibit G.
	 
	 	d.	 	Direct Costs (other than those items
included in the DPLH rates or covered by Fluor’s Rate Schedules )
which costs are actually and reasonably incurred by Contractor for
supplies and travel necessary for the performance of the Work
(“Other Direct Costs” or “ODCs”) shall be reimbursed by Owner per
Exhibit G.
	 
	 	e.	 	Any reimbursement permitted under this
Section 19.1 for ODCs shall be paid by the Owner based upon
supporting documentation submitted by Contractor in accordance with
this Section 19.1(e) and any reimbursement policies provided to
Contractor by the Owner. All travel shall utilize the lowest-cost
means available through the Fluor Travel Services Group. In the case
of domestic air travel, only coach class fares will be used. The
Owner reserves the right to purchase air and rail tickets for
Contractor.
	 
	 	f.	 	Direct materials, as used in Section
19.1(d), are those materials which enter directly into the Work, or
which are used or consumed directly in connection with the
furnishing of the Work. Owner shall pay Contractor the cost of
direct materials, as set forth in Exhibit G. Owner shall pay
directly, third party contractor’s costs and expenses as set forth
in Exhibit G and Exhibit I.
	 
	 	g.	 	All other Reimbursable costs incurred in
the performance of the Work including without limitation those costs
set forth in Exhibit G.
	 
	 	h.	 	Owner shall pay Contractor a fee (the
“Fee”) in accordance with Exhibit I.
	 
	 	i.	 	Contactor will supply revised Fluor Rate
Schedules for use under this Contract when updates are issued from
time to time.





USEC Prime Agency Agreement




57









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




          Section 19.2 Invoices



Contractor shall submit an invoice each week for Work performed to include the ODCs and all
reimbursable costs per Exhibit G and the portion of Fee outlined in Exhibit I. All invoices with
supporting documentation shall be sent to the Owner’s Representative at the address provided
herein. Supporting documentation shall include a breakdown, expressed in DPLH, of the time spent
on this Contract including: (a) the names of persons whose labor hours are being billed to the
Owner, (b) the numbers of hours worked by each person during the week being invoiced and (c) the
labor category and the DPLH rate for such Work. Without notifying Owner, Contractor invoices
shall not be submitted for amounts in excess of the approved Budget Amount for a T-Code as
described below in Section 19.3.




          Section 19.3 Payment



The Owner shall provisionally pay Contractor for DPLHs (including fractional parts of an hour to be
paid on a prorated basis) performed and ODCs incurred in the performance of the Work covered by the
invoice, reimbursable costs and Fees by electronic fund transfer within three (3) Business Days of
the receipt of a satisfactory invoice to the extent that Contractor has not been previously paid
therefore. Any identified corrections in an invoice will be reconciled in a subsequent invoice.



Each year Contractor shall develop a Budget Amount with respect to the Work broken down by
T-code. Contractor is not obligated to perform the Work for the Budget Amount, but when necessary,
Contractor shall advise Owner of needed adjustments to the Budget Amount by T-Code to ensure there
is sufficient funding to cover the expenditures by T-Code. Contractor shall notify Owner prior to
exceeding the Budget Amount and Owner shall inform Contractor whether to stop work or to provide
additional funding. Expenditures above the Budget Amount must be approved by Owner prior to
invoicing for any costs above the Budget Amount for the applicable T-Code.




     Contractor shall furnish with each Invoice a waiver and release of liens and security
interest to the extent of the payment received by Contractor in respect of the immediately
preceding Invoice in the form of Exhibit J hereto for itself and, for each Technical Consultant
together with any other such forms or documents as required by Owner or Owner’s Lenders in order
to assure an effective release of mechanics’ or materialmen’s liens and all other claims or
encumbrances, legal or equitable for such previous payments, or for any Work performed under this
Agreement, in compliance with the laws of the State of Ohio.



          Section 19.4 Interest



Three (3) Days after receipt of an acceptable invoice and supporting documentation in the manner,
detail and at the time herein required, Owner shall make payment to Contractor of the amount
requested in the invoice less any disputed amount. Owner shall notify Contractor that it
disputes all or a portion of such invoice. If Owner improperly withholds any amount, payment of
such amount shall be made by Owner no later than ten (10) Days after determination that




USEC Prime Agency Agreement




58









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



such
amount was improperly withheld, together with interest on such amount at the Prime Rate as from
the date such payment should have been made.




          Section 19.5 Deficient Requests for Payment



It is understood and agreed by Contractor and Owner that any invoice which is nonconforming,
incomplete or inaccurate or which lacks the detail, specificity or supporting documentation
required by this Article 19 shall not, to the extent of such deficiency, constitute a valid and
proper invoice, and Owner shall not have any obligation to make payment of amounts in respect of
which such invoice was deficient until Contractor shall have resubmitted said invoice, to the
extent of such deficiency, in proper form.




          Section 19.6 Payment Processing





	 	a.	 	Funding and Payments Each payment
made pursuant to an invoice shall be paid directly to Contractor.
Such payment shall be wire-transferred to the following account for
the Contractor:






WELLS FARGO BANK

SAN FRANCISCO, CA

ABA NO.: *****

ACCOUNT NO.: *****

ACCOUNT NAME: FLUOR ENTERPRISES, INC.

REF:                                                             

                     (Invoice Number)




	 	b.	 	Contractor may designate a different bank
or account by Notice to Owner given not less than 30 (thirty) Days
prior written Notice from Contractor.




If the date for any payment called for under this Agreement should fall on a day that is not a
Business Day, then Owner shall make the payment on the next succeeding date which is a Business
Day.




          Section 19.7 Overpayment



To the extent any payment to the Contractor is later determined to have been over paid, such over
payment will be refunded to the Owner within 30 Days of such determination together with interest
thereon at the Prime Rate calculated from the date of receipt of the over payment.




          Section 19.8 Payment or Use Not Acceptance



No payment to Contractor or any use of the Project by Owner or any assignee of either of them
shall constitute an acceptance of any of the Work or relieve Contractor of any of its obligations
or liabilities under this Agreement.




USEC Prime Agency Agreement




59









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




          Section 19.9 Payments to Owner



To the extent that the Owner has not received credit for any payments due to the Owner by the
Contractor as provided for by Section 19.7, and has not offset such amounts in its payments to
the Contractor as provided for by Section 19.7, the Owner will submit to the Contractor, not more
frequently than monthly, a detailed invoice for all payments due to the Owner under this
Agreement that have not been paid by the Contractor. Contractor shall make the invoiced payment
by electronic funds transfer or wire transfer, as specified in writing on no less than thirty
(30) Days after receipt of the Owner’s invoice. If Contractor in good faith disputes any such
payment request, it will provide the Owner a written explanation of the basis for the dispute and
will make timely payment of all undisputed charges. To the extent any disputed payment is later
determined to be properly due and payable, the amount not paid will be paid fifteen (15) Days
after such determination, together with interest thereon at the Prime Rate covering the period
between the due date and the date this payment is received by Owner.




          Section 19.10 Taxes





	 	a.	 	Contractor Taxes
	 
	 	 	 	Contractor is responsible for the payment of its own Taxes, and except for certain
Sales Taxes, Owner shall not pay Contractor additional compensation for Taxes.
When reasonably documented, the Owner shall pay to Contractor or Subcontractor(s),
as additional compensation, any Sales Taxes which Contractor or Subcontractor(s)
are obligated by law to pay on their purchases of materials included in all Work
items accepted by the Owner. including any assessments imposed on Contractor
related to the State of Ohio not allowing Contractor’s “good faith” acceptance of
Owner’s Sales Tax Certification and resulting Ohio sales and use tax liability
procedures referenced in Section 19.10 (b) ii. Notwithstanding the foregoing to
the contrary, however, Work items and materials do not mean equipment, tools,
supplies, fuel, lubricants, cutting and welding gases, energy or other property
purchased, leased, or rented, or employment services or other taxable services
consumed by Contractor while performing their contractual obligations and are not
intended at the time of purchase to be transferred to Owner as Work items, and
Sales Taxes thereon shall not be paid by Owner to Contractor as additional
compensation.
	 
	 	b.	 	Sales Tax Accounting and Compliance






	 	i.	 	Contractor will work with Owner to identify those Work items that will
constitute, upon completion, real property and tangible personal property for
Sales Tax purposes. Owner and Contractor will determine the appropriate Sales Tax
treatment of such Work items and ensure that accurate accounting is undertaken to
support tax compliance.





USEC Prime Agency Agreement




60









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





	 	 	 	Unless otherwise provided elsewhere in this Agreement, Contractor will purchase
materials and services as Agent for Owner. Owner is the taxpayer liable for
paying Sales Tax on such material. This does not prohibit Contractor or
Subcontractor(s) from seeking reimbursement of Sales Taxes paid on materials
incorporated into real property which becomes part of Work items as provided in
this Section 19.10.
	 
	 	 	 	In cases where title to or possession of Work items pass to the Owner as
tangible personal property, Owner is the taxpayer liable for paying any
applicable Sales Tax. Any Sales Tax for which Owner is liable to pay shall be
paid, to the extent practicable and lawful, by Owner directly to Ohio under a
direct pay permit. As such, Contractor agrees that the prices, fees, charges
(including expenses for which Contractor seeks reimbursement) or any other
consideration to be paid by Owner for Work items that pass to Owner as tangible
personal property shall not include any Sales Tax.
	 
	 	ii.	 	Sales Tax Certification. Owner, in its sole discretion,
may certify in accordance with Ohio law that all or a portion of the Work will
constitute tangible personal property for Sales Tax purposes. Owner shall
notify Contractor in writing of its intent to so certify the Work and shall
ensure certificate forms in accordance with applicable laws are completed and
forwarded to Contractor. To the extent that Owner certifies the Work will
constitute tangible personal property and Contractor or Subcontractor(s) pays
Sales Tax on such Work, Sales Tax shall not be paid by Owner to Contractor or
Subcontractor(s) as additional compensation unless required to be paid by the
applicable Tax authorities.
	 
	 	 	 	Owner and Contractor understand that such certification may alter Sales Tax
accounting and compliance procedures referenced in the preceding subsection.
In the event the Owner elects to so certify the Work, Owner and Contractor
shall memorialize in writing their understanding of the new Sales Tax
responsibilities arising as a result of the certification. At the request of
Contractor, Owner shall use its best efforts to secure written guidance from
the Ohio Department of Taxation approving such accounting and compliance
procedures. Contractor and Subcontractor(s) shall take any reasonable steps
required by Owner to provide cost and accounting information and to otherwise
support Owner’s decision to certify the Work.






	 	c.	 	Cost Segregation. For purposes of facilitating the administration of the
foregoing, Contractor and Subcontractor(s) shall work with Owner to separate charges in a
reasonable fashion between real property and tangible personal property.
	 
	 	d.	 	Minimize Taxes. Contractor and Subcontractor(s) shall take any steps
reasonably requested by the Owner to lawfully minimize the Owner’s liability for taxes,
including, but not limited to, facilitating discussions with Contractor’s and Subcontractor’s
employees,





USEC Prime Agency Agreement




61









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





	 	 	 	providing access to drawings and other construction related documents and providing
documentation to support costs incurred.





          Section 19.11 Examination of Costs



Owner’s Representative or an authorized representative of the Owner’s Representative shall have
the right to examine and audit all of Contractor’s records and other evidence sufficient to
reflect properly all costs or costs claimed to have been incurred or anticipated to be incurred
directly or indirectly in performance of this Agreement for which reimbursement is sought or
paid. This right of examination shall include inspection at all reasonable times of Contractor’s
facilities, or parts of them, engaged in performing this Agreement. Owner’s audit rights shall
not extend to the make-up of any lump sum amounts, unit rates, or fixed percentages as set forth
in Exhibit G except to the extent necessary to properly prepare and pay taxes or to support or
defend its tax payments, returns or claims.




ARTICLE 20. Limitation of Funds




          Section 20.1 Incremental Funding



a. Total funds in the amount of ***** obligated herewith and made available for payment of
allowable cost incurred from the effective date of this Contract through the period estimated to
end December 31, 2012. The Parties contemplate that Owner will allot additional funds
incrementally to this Contract. Contractor agrees to perform, or have performed, Work on this
Contract up to the point at which the total amount paid and payable by Owner under this Contract
and any Subcontracts approximates but does not exceed the total amount specified in this Section
20.1. Contractor shall notify the Buyer in writing whenever it has reason to believe that the
costs it expects to incur under this Contract in the next 60 days, when added to all costs
previously incurred, will exceed 75 percent of the total amount allotted to this Contract by
Owner. Contractor shall include in this notification the estimated amount of additional funds, if
any, required to continue timely performance under this Contract.



b. Except as provided in Section 20.1 (c):



(1) The Owner is not obligated to reimburse the Contractor for costs incurred in excess of
the total amount allotted by the Owner to this Contract; and



(2) The Contractor is not obligated to continue performance under this contract (including actions
under the Termination clause of this contract) or otherwise incur costs in excess of the amount
then allotted to the Contract by the Owner.



c. The limitation in Section 20.1 shall not apply to:





	 	i.	 	The proceeds of project specific insurance obtained (or required to be maintained) by
Owner under this Contract;
	 
	 	ii.	 	Owner’s indemnity obligations under Section 26.2;





USEC Prime Agency Agreement




62









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





	 	iii.	 	Owner’s indemnity obligations for Proprietary Information and Intellectual Property
under Article 31; and
	 
	 	iv.	 	Any case of fraud, deliberate default, gross negligence or
willful misconduct by Owner.





ARTICLE
21. WARRANTY




          Section 21.1 In General



Contractor warrants (the “Warranty”) as follows:





	 	a.	 	That the Work performed under this
Agreement shall be performed in accordance with Good Engineering
Practices, generally accepted applicable Codes and Standards, skill,
diligence and competence applicable to engineering and construction
and project management practices, all Governmental Approvals,
applicable Laws and the Quality Control and Inspection Program;
	 
	 	b.	 	That the Plant shall be designed in
compliance with the SOW and Exhibit A;
	 
	 	c.	 	That Contractor shall use all reasonable
efforts to complete the Work by the Scheduled Mechanical
Completion Date and such Work shall be performed in compliance
with all Laws and Government Approvals; and
	 
	 	d.	 	Upon proper payment by Owner to
Contractor, that title to all work, materials, supplies and
Equipment provided hereunder shall pass to Owner free and clear of
all liens, claims, security interests and other encumbrances, and
that none of such work, materials, supplies or Equipment shall be
acquired by Contractor subject to any agreement under which a
security interest or other lien or encumbrance is retained by any
Person.





          Section 21.2 Warranty Period





	 	a.	 	Contractor warrants that the Work will
meet the standards of care set forth in Section 21.1 for the period
of one (1) year from Mechanical Completion of the Plant, or in the
case of a termination for convenience under Article 27 or a
termination for default under Article 28 for a period of one (1)
year from the date of such termination, (the “Warranty Period”). All
Work performed and all Equipment furnished under this Agreement
shall conform in all respects to the requirements of this Agreement
and be free from





USEC Prime Agency Agreement




63









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





	 	 	 	material Defects or Deficiencies. If Contractor is
terminated pursuant to Article 27 or 28, the Warranty shall only
apply to the portion of the Work completed by Contractor. All Work
which does not conform to these standards shall be considered faulty
or defective and Contractor agrees to correct such Work and be paid
for such Work in accordance with Article 19. Except as provided in
this Section, all costs incurred by Contractor in performing such
corrective services during the Warranty Period shall be reimbursable
under Article 19, but no Fee shall be paid on such corrective
services. Contractor shall re-perform any Work resulting from any
Defects or Deficiencies its Work resulting from Contractor’s gross
negligence or willful conduct, at its sole expense and such costs
shall not be reimbursable under Article 19, and no Fee shall be paid
on such corrective Work.
	 
	 	b.	 	Contractor agrees to make reasonable
efforts to obtain from the respective manufacturers, Subcontractors
and third party contractors of major Equipment, at the Owner’s
request, warranties for a period of one (1) year after Mechanical
Completion. Such warranties
shall obligate the respective manufacturers to refurnish, remove and
replace nonconforming or defective Work or Equipment in substantially
the same manner and on terms and conditions substantially similar to
those contained herein. All manufacturers’ warranties obtained as
the agent of Owner shall be for the benefit of Owner. Contractor
has no liability or responsibility for manufacturers’,
Subcontractors’ or third party contractors’ warranties.
	 
	 	c.	 	Neither any final certificate nor Final
Payment nor any provision in this Agreement shall relieve Contractor
of responsibility for Work not conforming to Contractor’s Warranties
and, unless specified, Contractor shall, remedy all Work not
conforming to Contractor’s Warranties which shall appear during the
Warranty Period. If, after expiration of the Warranty Period, any
other Work not conforming to Contractor’s Warranties appears,
Contractor shall provide all existing diagnostic design and
engineering data and reasonable ancillary technical assistance and
data support.
	 
	 	d.	 	Contractor shall, at all times during the
Warranty Period maintain sufficient personnel to respond promptly to
Owner’s request for specific diagnostic or warranty work. At any
reasonable time during the Warranty Period, Contractor shall
promptly perform such test, inspection or other diagnostic services
as may be reasonably requested by Owner as a reimbursable cost.





USEC Prime Agency Agreement




64









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





	 	 	 	do so (i) in good faith coordination with Owner’s schedule of
operations so as to minimize any adverse effect on the operations of
Plant, and (ii) in accordance with the Warranty Procedures set forth
in herein.





          Section 21.3 Subcontractor Warranties



Contractor shall be responsible for assisting Owner during the Warranty Period in the enforcement
of any Subcontractor representation, warranty or guarantee actually obtained .




          Section 21.4 Limitation of Liability for Warranty



EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, CONTRACTOR DOES NOT MAKE ANY OTHER
EXPRESS WARRANTIES OR REPRESENTATIONS, OR ANY IMPLIED WARRANTIES OR REPRESENTATIONS, OF ANY KIND
WHATEVER RELATING EITHER TO THIS AGREEMENT OR THE SERVICES, EQUIPMENT OR MATERIALS TO BE SUPPLIED
BY CONTRACTOR UNDER THIS AGREEMENT OR TO THE FACILITY, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH OTHER WARRANTIES AND
REPRESENTATIONS ARE HEREBY DISCLAIMED. FROM AND AFTER FINAL ACCEPTANCE, THE REMEDIES STATED
ABOVE IN THIS ARTICLE CONSTITUTE THE EXCLUSIVE REMEDIES FOR CLAIMS, EXCEPT AS TO TITLE, BASED ON
DEFECTS IN, OR FAILURE OR NONCONFORMANCE OF, PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT.




          Section 21.5 Additional Testing



During the Warranty Period, Owner may require Contractor to conduct any appropriate additional
tests to demonstrate that Equipment subjected to a remedy under any warranty has been
effectively remedied.




ARTICLE 22. LIMITATION OF LIABILITY




          Section 22.1 Limitation



Except as provided in Section 22.2, to the fullest extent permitted by law, the cumulative
maximum liability of Contractor to Owner with respect to claims and costs arising out of or
incurred in connection with the Work or arising out of the performance or non-performance of the
Work, whether based on contract, tort, equity or otherwise, including negligence, warranty or
strict liability shall not exceed a maximum aggregate amount of *****. In the event of
termination, Owner’s liability (except third-party indemnity) shall not exceed the liability set
forth in Section 27 (Termination For Convenience).




          Section 22.2 Exclusions




USEC Prime Agency Agreement




65









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



The limitation in Section 22.1 shall not apply to:





	 	a.	 	The proceeds of project specific insurance
obtained (or required to be maintained) by Contractor in accordance
with Article 25;
	 
	 	b.	 	Contractor’s indemnity obligations under
Article 26.1;
	 
	 	c.	 	Contractor’s indemnity obligations for
Proprietary Information and Intellectual Property under Article 31;
	 
	 	d.	 	Any case of fraud, deliberate default,
gross negligence or willful misconduct by Contractor.





ARTICLE 23. CONSEQUENTIAL DAMAGES



NEITHER OWNER, CONTRACTOR OR SUBCONTRACTORS OF ANY TIER, OR THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, REPRESENTATIVES OR AGENTS SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL LOSSES OR
DAMAGES OR PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING COSTS OF PURCHASE OF REPLACEMENT ENRICHED
URANIUM, LOSS OF USE OR LOSS OF PROFIT OR
OPPORTUNITY. OWNER AND CONTRACTOR EACH HEREBY RELEASE EACH OTHER AND THEIR SUBCONTRACTORS,
OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS FROM ANY SUCH LIABILITY. THE
LIMITATION ON LIABILITY AND INDEMNIFICATION PROVISIONS OF THIS AGREEMENT SHALL APPLY TO THE
FULLEST EXTENT OF THE LAW, WHETHER IN CONTRACT, STATUTE, TORT (SUCH AS NEGLIGENCE), OR OTHERWISE
AND SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.




ARTICLE
24. FURNISHED PROPERTY




          Section 24.1 Use of Owner’s Property



The Owner may provide to the Contractor property owned or controlled by the Owner (“Furnished
Property”). Furnished Property shall be used only for the performance of the Work. Title to
Furnished Property shall not pass to the Contractor.




          Section 24.2 Markings



The Contractor shall clearly mark (if not so marked) all Furnished Property to show that it is
Furnished Property. The Contractor, as part of the Work, shall (i) provide approved storage
facilities for Furnished Property and (ii) provide receipts for, and store all such Furnished
Property. If such items are already in storage, the Contractor shall take custody of them when
directed by the Owner’s Representative or his designee. The Contractor shall check, account




USEC Prime Agency Agreement




66









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



and
care for, and protect such items in accordance with good commercial practice and in the same
manner as if such items were to be furnished by the Contractor under this Agreement.




          Section 24.3 Care, Custody and Control



     In the performance of the Work, the Contractor shall promptly notify the Owner of, any loss
or destruction of or damage to, Furnished Property.



          Section 24.4 Disposal



At the Owner’s Representative’s request or his designee but no later than completion or
termination of this Agreement, the Contractor shall submit in a form acceptable to the Owner’s
Representative, inventory lists of Furnished Property and shall deliver or make such other
disposal of Furnished Property as may be directed by the Owner’s Representative.




          Section 24.5 Damage to Furnished Property



Except to the extent covered by the scope and limits of the project specific insurance as set
forth in Article 25 , Owner shall assume and at its election insure all risk of loss or damage to
any existing facilities and indemnify Contractor against claims by the DOE as a result of damage
to Furnished Property. Owner waives its recovery rights against the Contractor for any loss or
damage rising from risks assumed hereunder and agrees to obtain a waiver of subrogation rights of
its insurers against the Contractor for any such loss or damage.




ARTICLE 25. INSURANCE




          Section 25.1 Minimum Insurance



During the term of this Agreement, Contractor shall maintain the kinds and amounts of insurance
specified in this Article 25.




               Section 25.1.1 Worker’s Compensation Insurance, including occupational illness or disease
coverage, in accordance with the laws of the nation, state, territory or province having
jurisdiction over Contractor’s employees and Employer’s Liability Insurance with a limit of
$1,000,000 per accident and, for bodily injury by disease, $1,000,000 per employee, and a $1
million policy limit. Ohio’s Worker’s Compensation shall be supplemented with Stop Gap Liability
Insurance coverage of $1 million. Contractor shall flow down to its Technical Consultants and to
Subcontractors insurance requirements in 25.1.1.



               Section 25.1.2 Commercial General Liability Insurance (“Occurrence Form”) with a minimum
combined single limit of liability of $2,000,000 each occurrence for bodily injury and property
damage; with a limit of liability of $2,000,000 each person for personal and advertising injury
liability. Such policy shall have an aggregate products/completed operations liability limit of



USEC Prime Agency Agreement




67









 








AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



$2,000,000 and a general aggregate limit of $2,000,000. The products/completed operations
liability coverage shall be maintained in full force and effect for two (2) years following
completion of Contractor’s services.




               25.1.3 Automobile Liability Insurance covering use of all owned, non-owned and hired
automobiles with a minimum combined single limit of liability for bodily injury and property
damage of $2,000,000 per occurrence.



               25.1.4 If Contractor will utilize tools or equipment in the performance of its services under
the Contract, Equipment Floater Insurance (Tools and Equipment Insurance) covering physical
damage to or loss of all major tools and equipment, construction office trailers and their
contents, and vehicles for which Contractor is responsible, throughout the course of the Work.



               25.1.5 Umbrella Liability Insurance providing coverage limits in excess of that required in
Subsections 25.1.1. Employers Liability, 25.1.2 General Liability and 25.1.3 Automobile Liability
with a combined single limit of liability of $10,000,000 per occurrence.



               25.1.6 “All-Risk” Builder’s Risk Insurance: Notwithstanding anything in this Contract to the
contrary, Owner hereby assumes all risk of loss or damage to any property of Owner, including
without limitation, any items furnished or materials procured by Contractor which are or were
intended to be incorporated into the completed Work or Project, whether during inland transit,
stored on-site, or otherwise which were procured as part of the performance of Contractor’s scope
of Work. Owner may insure or self-insure such risk of such property whether such property is in
the course inland transit, while in temporary storage either on or off-site, while awaiting
installation, while in the course of construction or otherwise. Such
insurance, if any, provided by Owner shall not cover Contractor’s tools, equipment, personal
property, temporary works, or other items that are not to become part of the completed Work or
Project. Owner shall be responsible for all deductible amounts of such insurance and, along with
its property insurance carrier(s), waive their rights of subrogation against the Contractor.



          Section 25.2 Certifications of Insurance



Upon demand by the Owner’s Representative, Contractor shall provide written evidence of all
insurance policies required under this Article 25 by providing Certificates of Insurance.
Contractor shall upon award of this Contract, and prior to the commencement of any Work at or on
an Owner facility, provide the Owner’s Representative with Certificates of Insurance for all
policies required under this Article or a written certification that all required insurance has
been obtained. This certification shall apply to Contractor Technical Consultants and all
Subcontractors working at or on an Owner facility. Contractor, Technical Consultants and any
subcontractors shall maintain copies of all required insurance policies/certificates of insurance
at the site of Work when Work is being performed at or on an Owner facility.




          Section 25.3 Insurance Flow Down


USEC Prime Agency Agreement





68












 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



Contractor shall require that the substance of this Article 25 be inserted in all contracts with
Technical Consultants and all Subcontracts for the performance of Work (in whole or in part)
where (i) the price to be paid under the contract or Subcontract is expected to exceed $100,000
(or, if an indefinite quantity type contract, purchases under the subcontract could exceed
$100,000) or (ii) the Work is to be performed at or on an Owner facility. Such provision shall
require Technical Consultants and Subcontractors to provide and maintain the insurances required
above.




          Section 25.4 Other Insurance



Contractor may purchase at its own expense such additional or other insurance protection as it
may deem necessary. Maintenance of the required minimum insurance protection does not relieve
Contractor of responsibility for any losses covered by the above required policies, nor entitle
Contractor to reimbursement of insurance-related costs, except as specifically agreed by the
Owner’s Representative.




          Section 25.5 Nuclear Liability Protection



As described in Section 25.6, Owner has obtained an agreement of indemnification to protect
Contractor against Public Liability (as defined in 42 U.S.C. 2014(w)) for such facility under
Section 170.





	 	a.	 	Except as provided in Section 25.6(c), in
the event the agreement of indemnification or nuclear liability
insurance described in Section 25.6) expires or is terminated or is
not available for a facility constructed in the Construction Phase
or in utilizing any Deliverable or design that Contractor creates
for Owner prior to Construction under this Agreement, then Owner
shall indemnify, defend and hold Contractor harmless from Public
Liability in the same amount and to the same extent provided in
Section 170 of the Atomic Energy Act of 1954 or the nuclear
liability insurance as required by the NRC.
	 
	 	b.	 	In the event that the nuclear liability
protection system contemplated by Section 170 of the AEA, is
repealed, changed or terminated, Owner shall maintain in effect
during the period of Plant operation, insurance or self-insurance or
such other indemnity plan as may be available which will provide
Contractor with no less protection than would have been provided in
Section 170 of the Atomic Energy Act of 1954 or the nuclear
liability insurance as required by the NRC.
	 
	 	c.	 	Owner represents that in addition to the indemnity agreement described in Section 25.6 for GCEP
there are indemnity agreements, entered into by
the Owner with DOE under the authority of Section 170 of the AEA for the areas leased by Owner from
DOE at PORTS and the Paducah, Kentucky Gaseous Diffusion Plant, and for the K-





USEC Prime Agency Agreement




69









 






AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)






	 	 	 	1600 facility at the East Tennessee Technology
Park in Oak Ridge Tennessee. Under such indemnity agreements, DOE
has indemnified Owner and other persons indemnified under the AEA
including Contracts against claims for Public Liability brought
against them arising out of, or in connection with, activities under
Owner’s lease of the two above referenced gaseous diffusion plants,
or K-1600 facility from DOE. The indemnity applies to covered
nuclear incidents which (a) take place at one of the two above
referenced gaseous diffusion plants, or the K-1600 facility arising
out of, or in connection with, activities under the lease; or (b)
occur during uninterrupted transportation within the U.S. of source,
special nuclear or byproduct material (all as defined under Section
11 of the AEA), to or from such facilities in connection with or
arising out of, activities under the lease. The obligation of the
DOE to indemnify is subject to the conditions stated in the
indemnity agreement and the AEA.
	 
	 	d.	 	This Section 25.5 shall survive any
termination, expiration or cancellation of this Contract, as well as
the completion of work, and shall apply notwithstanding any other
provision of this or any other contract between the Parties.





          Section 25.6 Price-Anderson Indemnification



Owner represents that the below language is in its GCEP Lease agreement with the Department of
Energy and that Owner has the authority to pass such indemnification protection to Contractor
for Contractor’s benefit.





	 	a.	 	Authority. This Paragraph is incorporated into this Contract pursuant to the
Lease agreement (the “GCEP Lease”) between Owner and the Department of Energy (the
“Department”).
	 
	 	(b)	 	Definitions. The definitions set out in the Atomic Energy Act of 1954, as
amended (the “Act”) shall apply to this Paragraph.
	 
	 	(c)	 	Financial protection. Owner shall obtain and maintain, at its expense,
financial protection to cover public liabilty, as described in paragraph (d)(2) below in
such amount and of such type as is commercially available at commercially reasonable rates,
terms and conditions, provided that in the event the Nuclear Regulatory Commission (NRC)
grants a license for a uranium enrichment facility not located on federally-owned property,
the amount is no more than the amount required by the NRC for the other facility. Owner
shall name Contractor as an additional named insured on such insurance and will provide
evidence of such insurance as reasonably requested by Contractor.
	 
	 	(d)	 	Indemnification.





USEC Prime Agency Agreement




70









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)










	 	(1)	 	To the extent that Owner and other persons indemnified are not
compensated by any financial protection required by paragraph (c), the Department
and Owner will indemnify Contractor and other persons indemnified up to the full
amount authorized by Section 170 of the Act against (i) claims for public liability
as described in subparagraph (d)(2) of this Paragraph; and (ii) such legal costs of
Contractor and other persons indemnified as are approved by Owner.
	 
	 	(2)	 	The public liability referred to in subparagraph (d)(1) of this
Paragraph is public liability as defined in the Act which (i) arises out of or in
connection with the activities under the GCEP Lease, including transportation; and
(ii) arises out of or results from a nuclear incident or precautionary evacuation,
as those terms are defined in the Act.






	 	(e)	 	Waiver of Defenses.






	 	(1)	 	In the event of a nuclear incident, as defined in the Act, arising out
of nucler waste activities, as defined in the Act, the Contractor, on behalf of
itself and other persons indemnified, agrees to waive any issue or defense as to
charitable or governmental immunity.
	 
	 	(2)	 	In the event of an extraordinary nuclear occurrence which:






	 	(i)	 	arises out of, results from or occurs in the course of
the construction, possession or operation of a production or utilization
facility; or
	 
	 	(ii)	 	arises out of, results from, or occurs in the course of
transportation of source material, by-product material, or special nuclear
material to or from a production or utilization facility; or
	 
	 	(iii)	 	arises out of or results from the possession,
operation, or use by the Contractor or a subcontrator of a device utilizing
special nuclear material or by-product material, during the course of the
GCEP Lease activity; or
	 
	 	(iv)	 	arises out of , results from, or occurs in the course
of nuclear waste activities, the Contractor, on behalf of itself and other
persons indemnified, agrees to waive:






	 	(A)	 	Any issue or defense as to the conduct of the
claimant (including the conduct of persons through whom the claimant
derives its cause of action) or the fault of persons indemnified, including, but not limited
to:






	 	1.	 	Negligence;
	 
	 	2.	 	Contributory negligence;




USEC Prime Agency Agreement




71









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




	 	3.	 	Assumption of risk; or
	 
	 	4.	 	Unforeseen intervening causes,
whether involving the conduct of a third person or an act of
God;






	 	(B)	 	Any issue or defense as to charitable or
governmental immunity; and
	 
	 	(C)	 	Any issue or defense based on any statute of
limitations, if suit is instituted within (3) three years from the date
on which the claimant first knew, or reasonably could have known, of
his injury or damage and the cause thereof. The waiver of any such
issue or defense shall be effective regardless of whether such issue or
defense may otherwise be deemed jurisdictional or relating to an
element in the cause of action. The waiver shall be judicially
enforceable in accordance with its terms by the claimant against the
person indemnified.






	 	(v)	 	The term extraordinary nuclear occurrence means an
event which the Department has determined to be an extraordinary nuclear
occurrence as defined in the Act. A determination of whether or not there
has been an extraordinary nuclear occurrence will be made in accordance
with the procedures in 10 CFR Part 840.
	 
	 	(vi)	 	For the purposes of that determination, “offsite” as
that tem is used in 10 CFR Part 840 means away from “the contract location”
which phrase means any Department facility, installation, or site at which
activity under the GCEP Lease is being carried on, and any Owner-owned or
 — controlled facility, installation or site at which Owner is engaged in
the performance of activity under the GCEP Lease.






	 	(3)	 	The waivers set forth above:






	 	(i)	 	Shall be effective regardless of whether such issue or
defense may otherwise be deemed jurisdictional or relating to an element in
the cause of action;
	 
	 	(ii)	 	Shall be judicially enforceable in accordance with
their terms by the claimant against the person indemniified;
	 
	 	(iii)	 	Shall not preclude a defense based upon a failure to
take reasonable steps to mitigate damages;
	 
	 	(iv)	 	Shall not apply to injury or damage to a claimant or
to a claimant’s property which is intentionally sustained by the claimant
or which results from a nuclear incident intentionally and wrongfully
caused by the claimant;




USEC Prime Agency Agreement




72









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





	 	(v)	 	Shall not apply to injury to a claimant who is
emplyeed at the site of and in connection with the activity where the
nuclear incident of extraordinary nuclear occurrence takes place, if
benefits therefore are either payable or required to be provided under any
workmen’s compensation or occupation disease law;
	 
	 	(vi)	 	Shall not apply to any claim resulting from a nuclear
incident occurring outside the United States;
	 
	 	(vii)	 	Shall be effective only with respect to those
obligations set forth in this Section and in insurance policies, contracts
or other proof of financial protection; and
	 
	 	(viii)	 	Shall not apply to, or prejudice the prosecution or defense of, any
claim or portion of claim which is not within the protection afforded under
(A) the limit of liability provisions under subsection 170e. of the Act, or
(B) the terms of the GCEP Lease and the terms of insurance policies,
contracts, or other proof of financial protection.






	 	(f)	 	Notification and Litigation of Claims. The Contractor shall give immediate
written notice to Owner and the Department of any known action or claim filed or made
against the Contractor or other person indemnified for public liability as defined in
paragraph (d)(2). Except as otherwise directed by Owner or the Department, the
Contractor shall furnish promptly to Owner and the Department, copies of all pertinent
papers received by the Contractor or filed with respect to such actions or claims. Owner
and the Department shall have the right to, and may collaborate with, the Contractor and
any other person indemnified in the settlement or defense of any action or claim and shall
have the right to (1) require the prior approval of Owner and the Department for the
payment of any claim that Owner or Department may be required to indemnify hereunder; and
(2) appear through the Attorney General on behalf of the Contrctor or other person
indemnified in any action brought upon any claim that the Department may be required to
indemnify hereunder, take charge of such action, and settle or defend any such action. If
the settlement or defense of any such action or claim is undertaken by the Department, the
Contractor or other person indemnified shall furnish all reasonable assistance in effecting
a settlement or asserting a defense.
	 
	 	(g)	 	Continuity of the Department’s Obligations. The obligations of the
Department under this Paragraph shall not be affected by any failure on the part of Owner
to fulfilll its obligation under this GCEP Lease and shall be unaffected by the death,
disability, or termination of the existence of Owner, or by the completion, termination or
expiration of the GCEP Lease.
	 
	 	(h)	 	Effect of other Clauses. The provisions of this Paragraph shall not be limited
in any way by, and shall be interpreted without reference to, any other clause of the GCEP
Lease provided, however, that this Paragraph shall be subject to any provisions that are





USEC Prime Agency Agreement




73









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





	 	 	 	later added to the GECP Lease as required by applicable Federal law, including statutes,
executive orders and regulations, to be inclded in Nuclear Hazards Indemnity Agreements.
	 
	 	(i)	 	Inclusion in Contracts. This paragraph shall not be applicable to this Contract
if the Contractor is subject to Nuclear Regulatory Commmission (NRC) financial protection
requirements udner Section 170b. for the Act or NRC agreements of indemnification under
Sections 180c. or k. of the Act for the activities under the Contract.
	 
	 	(j)	 	Relationship to General Indemnity. To the extent that the Contractor is
compensated by any financial protection, or is indemnified pursuant to this Paragraph, or
is effectively relieved of public liability by an order or orders limiting same, pursuant
to 170e of the Act, the provisions of Article V of the GCEP Lease with respect to
indemnification of Owner shall not apply but only to such extent.





ARTICLE 26. INDEMNIFICATION




          Section 26.1 Contractor Indemnity





	 	a.	 	To the extent covered by the scope and limits of the project specific insurance
specified to be purchased by Contractor in Article 25, Contractor does hereby assume
liability for, and does hereby agree to indemnify, protect, save and hold harmless Owner,
Lender, DOE and each of their respective employees, affiliates, successors, assigns,
agents, officers and directors, and anyone else acting for or on behalf of any of the
foregoing Persons (collectively “Indemnified Persons” and each, an “Indemnified Person”)
from and against any and all liabilities (including but not limited to liabilities arising
out of the application of the doctrine of strict liability), obligations, losses, damages,
royalties, penalties, claims, actions, suits, judgments, costs, expenses and
disbursements, whether any of the foregoing be founded or unfounded (including, but not
limited to, fines, court costs, legal fees and expenses and costs of investigation), of
whatsoever kind and nature arising out of property damage loss that may be imposed on,
suffered or incurred by or asserted against any Indemnified Person and in any way relating
to or arising out of the negligent acts or omissions of Contractor or its Technical
Consultants. Notwithstanding the foregoing, Contractor shall not be responsible for any
loss or portion thereof to the extent attributable to the negligence or willful misconduct
of Owner or any other Indemnified Person hereunder for which Owner has agreed to provide
indemnification under Section 26.2 hereof.






	 	b.	 	To the fullest extent permitted by law, Contractor does hereby assume liability for,
and does hereby agree to indemnify, protect, save and hold harmless Indemnified Persons
from and against any and all liabilities (including but not limited to liabilities arising
out of the application of the doctrine of strict liability), obligations, losses, damages,
royalties, penalties, claims, actions, suits, judgments, costs, expenses and disbursements,
whether any of the foregoing be founded or unfounded (including, but not limited to, fines,
court costs, legal fees and expenses and costs of investigation), of whatsoever kind 




USEC Prime Agency Agreement




74









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




	 	 	 	and
nature arising out of death or injury of persons or damage to third party property loss
that may be imposed on, suffered or incurred by or asserted against any Indemnified Person
and in any way relating to or arising out of the negligent acts or omissions of Contractor
or its Technical Consultants. Notwithstanding the foregoing, Contractor shall not be
responsible for any loss or portion thereof to the extent attributable to the negligence or
willful misconduct of Owner or any other Indemnified Person hereunder for which Owner has
agreed to provide indemnification under Section 26.2 hereof.





          Section 26.2 Owner Indemnity



To the fullest extent permitted by law, Owner does hereby assume liability for, and does hereby
agree to indemnify, protect, save and hold harmless Contractor and its Technical Consultants and
their affiliates and each of their officers, directors, employees, successors and permitted
assigns (each, a “Contractor Party”), from and against any and all liabilities (including but not
limited to liabilities arising out of the application of the doctrine of strict liability),
obligations, losses, damages, royalties, penalties, claims, actions, suits, judgments, costs,
expenses and disbursements, whether any of the foregoing be founded or unfounded (including, but
not limited to, fines, court costs, legal fees and expenses and costs of investigation), of
whatsoever kind and nature and whether or not involving damages to the Plant or the Job Site
(individually or collectively, “Contractor Party Loss”) that may be imposed on, suffered or
incurred by or asserted against any Contractor Party, whether arising before or after completion
of the Work, to the extent that such Contractor Party Losses arise out of any negligence or
willful misconduct of Owner, Subcontractors, Third Party Contractors (other than Technical
Consultants), Lender, and each of their respective employees, affiliates, successors, assigns,
agents, officers and directors, and anyone else acting for or on behalf of any of the foregoing
Persons.




          Section 26.3 Indemnities for Hazardous Material





	 	a.	 	Contractor shall defend, indemnify and hold harmless Indemnified Persons from and
against any and all damages, losses, liabilities, obligations, penalties, claims,
judgments, suits, actions, proceedings, costs and/or expenses (including, without
limitation, attorneys’ and consultants’ fees, expenses and disbursements) of any kind or
nature that may at any time be imposed upon, incurred by or asserted against the
Indemnified Person relating to, resulting from or arising out of any Hazardous Material
brought onto the Plant Site by Contractor, its Technical Consultants and negligently
disposed of or handled by Contractor or its Technical Consultants excluding however, any
Hazardous Material present at the Plant Site on the date hereof or brought to the Plant
Site after the date hereof by Owner;
	 
	 	b.	 	Owner shall defend, indemnify and hold harmless Contractor and its Technical
Consultants and their employees, agents, representatives, officers and directors (the
“Contractor Indemnitees”) from and against any and all damages, losses, liabilities,
obligations, penalties, claims, judgments, suits, actions, proceedings, costs and/or
expenses (including, without limitation, attorneys’ and consultants’ fees, expenses and





USEC Prime Agency Agreement




75









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




	 	 	 	disbursements) of any kind or nature that may at any time be imposed upon, incurred by or
asserted against the Contractor Indemnitees relating to, resulting from or arising out of
any Hazardous Material present at the Plant Site as of the date hereof or thereafter
generated or transported to the Plant Site by Owner (or its contractors).
	 
	 	c.	 	The indemnities set forth above are personal to the Parties named above and may not be
transferred or assigned by any or all of them to any other Person, it being understood,
however, that any Person that is or becomes a Lender under a Loan Agreement and its
respective employees, representatives, agents, officers and directors shall be entitled to
all of the benefits of an Indemnified Person.





          Section 26.4 Actions by Employees



In claims against any Indemnified Person by any employee of Contractor or any Technical
Consultant, or by anyone directly or indirectly employed by any of them or anyone for whose acts
any of them may be liable, the indemnification obligation stated above for Indemnified Person
shall not be limited in any way by any limitation on the amount or type of damages, compensation
or benefits payable by or for Contractor or any Technical Consultant under the applicable
workers’ compensation benefits acts, disability statute, or other employee benefit acts.




          Section 26.5 Compliance with Laws



Contractor shall, at its own cost, indemnify, protect, save and hold harmless each Indemnified
Person from and against any loss which directly or indirectly arises out of, or results from any
violation of, any Law by Contractor or any Technical Consultant under this Agreement. Owner
shall, at its own cost, indemnify, protect, save and hold harmless Contractor and Technical
Consultants from and against any loss which directly or indirectly arises out of, or results
from, any violation of any Law by Owner under this Agreement.




          Section 26.6 Lawsuits



If such claim or legal action for such results in a suit against an Indemnified Person under this
Article 26, the Indemnifying Party shall, at its election and in the absence of a waiver of this
indemnity by such Indemnified Person, have sole charge and direction thereof on such Indemnified
Person’s behalf so long as the indemnifying Party diligently prosecutes said suit. If the
Indemnifying Party has charge of a suit brought against an Indemnified Person by a third party,
such Indemnified Person shall render such assistance as the Indemnifying Party may reasonably
require in the defense of such suit except that such Indemnified Person shall have the right to
be represented therein by counsel of its own choice and at its own expense. If such Indemnified
Person is enjoined from completion of the Plant or part thereof, or from the use, operation or
enjoyment of the Plant or any part thereof as a result of such claim or legal action or any
litigation based thereon, the Indemnifying Party shall promptly arrange to have such injunction
removed at no cost to any Indemnified Person.



USEC Prime Agency Agreement




76









 






AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





ARTICLE 27. TERMINATION FOR CONVENIENCE




          Section 27.1 General



Owner may in its sole discretion terminate all or part of the Work, with or without cause, at any
time by giving Notice of termination to Contractor specifying the portion of the Work to be
terminated and the effective date of the termination. Immediately upon receipt of such Notice,
Contractor shall stop performance of the terminated Work and immediately order and commence
demobilization with regard to the terminated Work. If the Work is terminated by Owner without
cause or for a cause not specified in Article 27, Owner and Contractor shall have the following
rights, obligations and duties:





	 	a.	 	In case of termination of all Work, Contractor shall receive as compensation for the
Work performed through the date of termination and demobilization, and as compensation in
connection with and as a consequence of such termination an amount determined as follows:






	 	i.	 	All amounts due and not previously paid to Contractor for Work
completed in accordance with this Agreement prior to such notice of termination,
and for Work thereafter completed as specified in such Notice;
	 
	 	ii.	 	Reasonable costs including without limitation, administrative costs of
settling and paying cancellation costs arising out of the termination of Work
under any applicable Subcontracts or purchase orders;
	 
	 	iii.	 	Reasonable costs incurred in demobilization and the deposition of
residual material, plant and equipment; and
	 
	 	iv.	 	A reasonable profit equal to the amount of profit or fee attributable
to the percentage of Work completed






	 	b.	 	The amount to be paid to Contractor pursuant to this subsection shall be subject to
adjustment to the extent the Work contains any Defects or Deficiencies unless Contractor
corrects any such Defects or Deficiencies. If payments made to Contractor prior to
termination are less than this amount, Owner shall pay the additional amount to
Contractor. If payments already made to Contractor prior to termination are more than
this amount, Contractor shall pay Owner the difference.






	 	c.	 	Contractor shall provide supporting cost data as requested by the Owner and permit
Owner’s auditors access to those records within Contractor’s custody or control that
verify such cost data in order to facilitate the determination of the appropriate
compensation due to Contractor pursuant to this Agreement.






	 	d.	 	The amount due Contractor as provided in this Section 27.1 is the sole and exclusive
liability of Owner and remedy of Contractor with respect to the payments for the





USEC Prime Agency Agreement




77









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




	 	 	 	termination of the Work. Owner shall have no further liability to Contractor in the event
of any such termination for incidental, consequential or other damages, notwithstanding the
nature or amount of any actual damages which Contractor may have sustained. Contractor
waives any claims for damages, including loss of anticipated profits for uncompleted Work
on account of the termination of the Work pursuant to this Article 27. Both Parties
recognize that the provisions specified in Section 37.16 shall survive such termination,
provided that Article 21 shall survive only with respect to that portion of the Work which
was completed, installed and paid for at the time of such termination and all such
warranties shall commence on the effective date of such termination.






	 	e.	 	Contractor shall exercise reasonable efforts to provide to Owner the right, at its
sole option, to assume and become liable for any reasonable written obligations and
commitments that Contractor may have in good faith incurred with any Subcontractor and
any reasonable written obligations and commitments that Contractor may have in good faith
undertaken with third parties in connection with the Work. If Owner elects to assume any
obligation of Contractor as described in this Section then, as a condition precedent to
Owner’s compliance with any subsection of this Section, Contractor shall execute all
papers and take all other reasonable steps requested by Owner which may be required to
vest in Owner all rights, set-offs, benefits and titles necessary to such assumption by
Owner of such obligations described in this Section.





          Section 27.2 Claims for Payment



Contractor shall submit an invoice to Owner for the Termination Payment with the supporting
information and documents along with Contractor’s final payment release and waiver within one
hundred twenty (120) Days after the effective date of a termination hereunder. Owner shall pay
such invoice within thirty (30) Days after its receipt. However, if Owner disputes certain
elements of the invoice, Owner will pay the undisputed portion and notify Contractor of the basis
for the dispute. The Parties shall use the Dispute provision of this Agreement to resolve any
issues regarding termination or termination payment.




ARTICLE 28 TERMINATION FOR DEFAULT




          Section 28.1 Contractor Events of Default



Contractor shall be in default of its obligations pursuant to this Agreement should any of the
following events or conditions arise or exist and, if, Contractor shall fail to remedy same
within ten (10) Days, or, if such remedy cannot reasonably be completed within such period,
Contractor shall fail promptly to provide Owner with evidence satisfactory to Owner that such
default can be cured by Contractor in a time period satisfactory to Owner (but in no event
greater than ninety (90) Days) and to promptly commence and diligently pursue and conclude
remedial action within such agreed period:



USEC Prime Agency Agreement





78









 






AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)






	 	a.	 	Contractor becomes insolvent, or generally does not pay its debts as they become due,
or admits in writing its inability to pay its debts, or makes an assignment for the
benefit of creditors;
	 
	 	b.	 	Contractor commences any case, proceeding or other action seeking reorganization,
arrangement, adjustment, liquidation, dissolution, or composition of itself or its debts
or assets, or adopts an arrangement with creditors, under any bankruptcy, moratorium,
rearrangement, insolvency, reorganization or similar law of the United States or any state
thereof for the relief of creditors or affecting the rights or remedies of creditors
generally (individually a “Debtor Relief Law” and collectively, “Debtor Relief Laws”);
	 
	 	c.	 	There shall be instituted against Contractor under any Debtor Relief Law any case,
proceeding or action seeking reorganization, arrangement, adjustment, liquidation,
dissolution or composition of Contractor, or its debts or assets, which shall not have
been terminated, stayed or dismissed within thirty (30) Days after commencement, or a
trustee, receiver, custodian or other official is appointed for or to take possession of
all or any part of the property of Contractor; or Contractor conceals or removes any part
of its property with the intent to hinder, delay or defraud its creditors, or makes or
suffers any transfer of its property which may be fraudulent under any Debtor Relief Law;
	 
	 	d.	 	Contractor assigns or transfers this Agreement or right or interest herein, except as
expressly permitted under Section 37;
	 
	 	e.	 	Contractor fails to make prompt payment for any labor, Equipment or materials pursuant
to Contractor’s agreement for such labor equipment or material;
	 
	 	f.	 	Contractor fails, neglects, refuses or is unable at any time during the course of the
performance of the Work, except for any of the reasons described in Article 30, to provide
sufficient material, Equipment, services, or labor to perform the Work in accordance with
this Agreement;
	 
	 	g.	 	Any representation or warranty made by Contractor was materially incorrect when made,
or any such representation or warranty of Contractor becomes materially incorrect and as a
result thereof it reasonably could be expected that Contractor will be unable to observe
and perform its material obligations hereunder or under the contracts applicable to such
entities;
	 
	 	h.	 	Contractor defaults in its observance or performance under any material provision of
this Agreement or fails to cure a defect it is required to cure under the provisions of
this Agreement;
	 
	 	i.	 	Contractor fails to pay or cause to be paid any amount that has become due and payable
by Contractor to Owner pursuant to this Agreement and such failure continues for ten (10)
Business Days after written notice from Owner;





USEC Prime Agency Agreement




79









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




	 	j.	 	Contractor disregards any applicable Law, the disregard of which may have a material
adverse effect on Owner’s rights under this Agreement, the Work or the Plant and such
disregard continues for ten (10) Days after Notice from Owner; or
	 
	 	k.	 	Contractor abandons the Work (except due to a suspension of the Work permitted
pursuant to this Agreement).





          Section 28.2 Remedies



In the event Contractor is in default pursuant to Section 28.1 above and Owner has provided
notice of such default and Contractor has failed to initiate a remedy of such default within a
reasonable time, then Owner may terminate with thirty (30) days notice of such termination.
Owner shall pay Contractor for all Work performed and costs incurred prior to such termination.




          Section 28.3 Owner Default



In the event Owner is in breach of any of its obligations pursuant to this Agreement and
Owner fails to remedy such breach within thirty (30) Days of receiving a cure notice from
Contractor, Contractor may terminate this Agreement with thirty (30) Days’ written termination
notice to Owner. Owner shall be liable to Contractor for all costs and fees properly owed to
Contractor for the Work performed through the date of termination (including all demobilization
costs and any and all costs incurred by Contractor due to Owner’s breach) the same as if the
contract was terminated for convenience by the Owner pursuant to Article 27.




ARTICLE 29. SUSPENSION




          Section 29.1 The Work





	 	a.	 	Owner reserves the right to suspend all or a portion of Project upon ten (10) Days
Notice in writing to Contractor, and Contractor shall require that similar rights be
included in any contracts with its Technical Consultants or with any Subcontractors. Upon
receipt of the Notice of suspension and to the extent specified in the Notice, Contractor
shall immediately discontinue Work, provide a status report of the Work, place no further
orders or Subcontracts on Owner’s behalf as Agent, promptly obtain suspension terms
satisfactory to Owner of all purchase orders, Subcontracts, rentals, or any other
agreements existing for performance of the Work or assign those agreements to Owner as
directed, and take any other reasonable steps to minimize costs associated with such
suspension.
	 
	 	b.	 	A suspension is an Owner Change as long as it is neither attributable to the fault or
neglect of Contractor nor necessitated by any loss or damage to the Project for which
Contractor is responsible.





USEC Prime Agency Agreement




80









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




	 	c.	 	Upon Notice to Contractor to resume Work, the Contractor shall remobilize and
recommence Work as promptly as practicable. Contractor shall submit a recovery plan that
includes making good any loss in the Schedule if possible, that has occurred during the
suspension.
	 
	 	d.	 	If suspension has continued for more than one hundred and eighty (180) Days, the
Parties shall meet to assess the situation. If, within thirty (30) Days, they are unable
to agree on a basis for maintaining the suspension and the conditions for eventual
resumption of Work, Owner shall terminate the Agreement for convenience under Article 27.





          Section 29.2 Owner Directed Change



A suspension is an Owner-directed Change as long as it is not attributable to the fault or
neglect of Contractor nor necessitated by any loss or damage to the Project for which Contractor
is responsible. Owner shall reimburse the Contractor its reasonable costs resulting from the
suspension, including all standby costs incurred during the period of suspension to compensate
Contractor for keeping its organization and equipment committed to the Work on a standby basis;
mobilization and demobilization costs; an equitable amount to reimburse Contractor for the cost
of maintaining and protecting that portion of Work upon which performance has been suspended; and
costs for correcting deterioration or loss that occurred during the suspension that could have
not been prevented when demobilizing and maintaining the Plant Site.




          Section 29.3 Resumption



Upon Notice to Contractor to resume Work, the Parties shall promptly inspect the Plant Site and
all materials and equipment to assess conditions, and Contractor shall remobilize and recommence
Work as promptly as practicable. Contractor shall submit a recovery plan that includes making
good any deterioration in or loss of the Project or materials and Equipment that has occurred
during the suspension.




          Section 29.4 Extended Suspension



If suspension has continued for more than one hundred eighty (180) Days, the Parties shall meet to
assess the situation. If, within thirty (30) Days, they are unable to agree on a basis for
maintaining the suspension and the conditions for eventual resumption of Work, Owner shall
terminate for convenience under Article 27.




ARTICLE 30 FORCE MAJEURE




          Section 30.1 Force Majeure Event





	 	a.	 	As used in this Agreement, a “Force Majeure Event” shall mean any event or
circumstance that prevents the affected Party from performing its obligations under this
Agreement, to the extent that the event or circumstance is beyond the reasonable control
of and not the fault of the affected Party or any person acting on behalf of the affected





USEC Prime Agency Agreement




81









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




	 	 	 	Party (including contractors and subcontractors at any tier) and such Party has been
unable to overcome such event or circumstance by the exercise of due diligence; such event
or circumstance shall include, without limitation: acts of God, fire, explosion, embargo,
riot, tornado, earthquake, hurricane, Extraordinary Weather Conditions at or away from the
Site, epidemic, acts of the public enemy and war, terrorism, bomb threats, or a national,
regional or local strike or work stoppage except as provided below,
shortages of labor, equipment or materials based on local conditions, any nuclear incident
not caused by Contractor, or any unreasonable delay by a Government Authority in taking, or
unreasonable failure of a Government Authority to take, requested action necessary in
connection with performance of the Work, provided that the taking of the requested action
by the Government Authority is legal, customary and within the Government Authority’s
jurisdiction, proper and timely application therefore was made, taking into account all
facts and circumstances generally known about the time required for such requested action,
payment of all necessary fees and charges was made, and diligent pursuit of the application
was made.
	 
	 	b.	 	The Parties acknowledge and agree that Force Majeure Events shall not include the
following: strikes or work stoppages (including collective bargaining lockouts) which
endure for less than thirty (30) Days, however, after the thirtieth (30th) Day (whether
occurring at one time or over several/separate instances) of a strike or work stoppage, it
may be considered a Force Majeure Event pursuant to Section 30.1(a); breakage or improper
handling of Equipment or materials; conduct of any Subcontractors; reasonably anticipated
climatic conditions; or delays in transportation, except to the extent due to an
independent Force Majeure Event; delay or denial of any Contractor acquired or required
permit.





          Section 30.2 Excused Performance



If either Party is rendered wholly or partially unable to perform its obligations under this
Agreement because of a Force Majeure Event, that Party will be excused from whatever performance
is affected by the Force Majeure Event to the extent so affected; provided that:





	 	a.	 	The non-performing Party gives the other Party prompt oral notice, and within ten (10)
Business Days of occurrence of the Force Majeure Event, Notice describing the particulars
of the occurrence, including an estimation of its expected duration and probable impact on
the performance of such Party’s obligations hereunder, and continues to furnish timely
regular reports with respect thereto during the continuation of the Force Majeure Event;
	 
	 	b.	 	Within ten (10) Days after giving Notice of the Force Majeure Event, Contractor shall
give Owner an estimate of the Force Majeure Event’s expected duration and probable impact
on the Work, and shall continue to furnish the Owner with timely regular reports during
the continuation of the Force Majeure Event.





USEC Prime Agency Agreement




82









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




	 	c.	 	The suspension of performance shall be of no greater scope and of no longer duration
than is reasonably required by the Force Majeure Event and the Party shall continue to
perform any unaffected obligation under the Agreement;
	 
	 	d.	 	No liability of either Party or a default of a Party which arose before the occurrence
of the Force Majeure Event causing the suspension of performance shall be excused as a
result of the occurrence;
	 
	 	e.	 	The non-performing Party shall exercise all reasonable commercial efforts to mitigate
or limit damages to the other Party as a result of the Force Majeure Event and shall begin
activities to correct or cure the event or condition excusing performance;
	 
	 	f.	 	The non-performing Party shall use its best efforts to continue to perform its
obligations hereunder and to correct or cure the event or condition excusing performance;
	 
	 	g.	 	When the non-performing Party is able to resume performance of its obligations under
this Agreement, that Party shall give the other Party written notice to that effect and
shall promptly resume performance hereunder; and
	 
	 	h.	 	In no event shall a Party be excused by a Force Majeure Event from making payments of
amounts already due from it to the other Party.





          Section 30.3 Failure to Provide Notices



Failure to deliver the written notice within forty-five (45) Days from when Contractor knew, or
should have known, of such Force Majeure Event above, shall constitute an irrevocable waiver to
make a claim for an equitable adjustment to the Schedule, cost of the Work or other material
obligations.




          Section 30.4 Burden of Proof



In the event that the Parties are unable in good faith to agree that a Force Majeure Event has
occurred, the Parties shall submit the dispute pursuant to Article 36 hereof, provided that the
burden of proof as to whether a Force Majeure Event has occurred shall be upon the Party claiming
a Force Majeure Event.





          Section 30.5 Failure to Mitigate



If, after a Force Majeure Event has caused Contractor to suspend or delay performance of the
Work, Contractor has failed to take such action as Contractor could lawfully and reasonably
initiate to remove or relieve either the cause thereof or its direct or indirect effects, Owner
may, in its sole discretion and after Notice to Contractor (without action having been taken by
Contractor in response to such Notice), initiate such reasonable measures as will be designed to
remove or relieve such Force Majeure Event or its direct or indirect effects and thereafter
require Contractor to resume full or partial performance of the Work.



USEC Prime Agency Agreement




83









 




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)







          Section 30.6 Prolonged Force Majeure



In the event that Contractor is wholly or partially unable to perform its obligations under this
Agreement because of a Force Majeure Event and such Force Majeure Event continues for a period in
excess of one-hundred and eighty (180) consecutive Days, Owner may terminate this Agreement. In
the event Owner is wholly or partially unable to perform its obligation under this Agreement
because of a Force Majeure Event and such Force Majeure Event continues for a period in excess of
one-hundred and eighty (180) consecutive Days, Contractor may terminate
this Agreement unless Contractor and Owner negotiate a mutually agreeable adjustment to the
Agreement’s price.




ARTICLE 31. INTELLECTUAL PROPERTY, PROPRIETARY INFORMATION AND OWNERSHIP RIGHTS




     This Contract supersedes any prior agreements of confidentiality between the Parties. All
disclosures of Proprietary Information or other confidential information by the Parties prior to
or pursuant to this Contract shall be covered by the obligations set forth herein.



          Section 31.1 Definitions



a. “Affiliate” shall mean an entity that controls, is controlled by, or is under common control
with Owner.



b. “Contractor Intellectual Property” shall mean those patents, copyrights, trade secrets and
know-how owned or licensed to Contractor that are employed by Contractor in performance of the
Work or are incorporated into the Work delivered to Owner.



c. “Contractor Proprietary Information” means information provided to the Owner by Contractor
under this Agreement that embodies a trade secret owned or controlled by Contractor and that is
marked as “Contractor Proprietary Information” or similar legend.



d. “Discloser” shall mean the Party disclosing data or information to the other Party.



e. “Proprietary Information” means, as the context requires, Owner Proprietary Information or
Contractor Proprietary Information. Proprietary Information of a Party does not include
information that Recipient establishes by substantial evidence: (i) is or has become generally
available to the public other than by a disclosure by Recipient; (ii) was possessed by
Recipient prior to its acquisition hereunder as evidenced by pre-existing, written records;
(iii) is hereafter received by Recipient from a third party who has the right to disclose such
information to the Recipient without any restrictions; or (iv) has been independently developed
by Recipient or by Recipient’s employees or third parties that have not had access to the
Proprietary Information in the possession of Recipient.



USEC Prime Agency Agreement




84









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





f. “Recipient” shall mean the Party receiving data or information from the other Party.



g. “Subject Invention” shall mean inventions, discoveries, or improvements of Contractor (or
its Technical Consultants), whether or not patentable, that are conceived or first actually
reduced to practice in the performance of the Work under this Agreement.



h. “Owner Proprietary Information” means all data and information acquired by Contractor from
the Owner or from a person acting on the Owner’s behalf, during performance of this Agreement,
including any analyses, findings or other information or know-how or conclusions made therefrom
by Contractor in performing this Agreement,
including, but not limited to all data and information provided orally by the Owner or others
acting on its behalf, or that is otherwise acquired by Contractor through visual inspection by,
or demonstration to, Contractor under this Agreement. For clarification purposes, to the
extent any Owner proprietary information has been disclosed to Contractor under prior
agreements between Contractor and Owner, the treatment of such information shall be governed by
the terms and conditions of the agreement under which such information was disclosed to
Contractor.




          Section 31.2 Owner Proprietary Information



a. Use and Disclosure Subject to Section 31.4, Contractor agrees (i) to keep
confidential all Owner Proprietary Information; (ii) not to use any Owner Proprietary
Information for any purpose other than performance of this Agreement; and (iii) not to disclose
any Owner Proprietary Information to: (A) any employee of Contractor, unless (1) disclosure is
necessary to perform this Agreement, (2) such disclosure is limited to the specific information
that is necessary for such performance and (3) such employee has been made aware of the
confidential nature of such information and agreed to abide by the provisions of this Article
applicable thereto; or (B) any third party, unless Contractor receives the Owner’s prior
written consent to such disclosure and such disclosure is subject to a written confidentiality
agreement containing the same restrictions on use and disclosure as contained herein.



b. Return of Owner Proprietary Information Unless otherwise instructed by the Owner in
writing, Contractor shall return to the Owner all Owner Proprietary Information within thirty
(30) Business Days after the earlier of date of the cancellation, termination or expiration of
this Agreement or the completion of the Work. However, Contractor may retain one (1) archival
copy provided retaining such archival copy is in compliance with all Laws.




          Section 31.3 Contractor Proprietary Information



a. Identification Contractor shall identify all Contractor Proprietary Information that
it makes available to the Owner under this Agreement with a restrictive marking stating that it
is Contractor Proprietary Information prior to the delivery of such Data to the Owner or others
acting on the Owner’s behalf. If the Contractor Proprietary Information is not



USEC Prime Agency Agreement




85









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




recorded,
Contractor shall notify Owner’s Representative or the Technical Representative in writing of
the confidential aspects of such information.



b. Disclosure by the Owner Except as provided in this Agreement, the Owner agrees (i)
to keep confidential all Contractor Proprietary Information; (ii) not to use any Contractor
Proprietary Information for any purpose not related to this Agreement; and (iii) not to
disclose any Contractor Proprietary Information to any person except: (A) to any employee, or
professional advisor (for example, lawyers and accountants) of the Owner or its affiliates (as
defined above) or other person or entity acting on the Owner’s behalf, provided (1) disclosure
is necessary to perform this Agreement, (2) such disclosure is limited to the specific
information that is necessary for such performance and (3) such Contractor Proprietary
Information has been appropriately marked or its employee has otherwise been
made aware of the confidential nature of such information and agreed to abide by the provisions
of this Article applicable thereto or is otherwise under a duty or obligation to maintain the
confidential nature of the Contractor Proprietary Information; (B) to any contractor or
subcontractor of the Owner provided (1) disclosure is necessary to perform the contractor’s or
subcontractor’s contract with the Owner, (2) such disclosure is limited to the specific
information that is necessary for such performance and such disclosure is subject to a written
confidentiality agreement.



c. Successors and Affiliates The Parties recognize that the Owner may need to disclose
Contractor Proprietary Information to affiliates and prospective assignees, (including but not
limited to, Lenders, investors, their representatives and other parties). Accordingly, the
Owner may disclose Contractor Proprietary Information (i) to such affiliates and prospective
assignees, provided that the Owner takes reasonable precautions to protect the
confidentiality of such Contractor Proprietary Information, or (ii) to the extent required by
law, including in connection with an offering of its securities or a sale of its business.



d. Disclosure to Government Agencies The Parties recognize that the Owner may need to
disclose Contractor Proprietary Information to the DOE, the NRC and other Government
Authorities having an interest in, supporting, regulating or licensing the Owner’s facilities
or activities or those of its affiliate, contractors or customers. Accordingly, the
Owner may disclose, without regard to whether such disclosure is voluntary or compelled,
Contractor Proprietary Information to such Government Agencies without Contractor’s consent.
The Owner shall request that such Government Agencies maintain the Contractor Proprietary
Information in confidence, but shall not be liable to Contractor or any other person if such
request is not granted or, if granted, is not enforced.




          Section 31.4 Required Disclosure



If a Recipient receives an order, request, subpoena or similar legal inquiry from a governmental
authority which encompasses the Discloser’s Proprietary Information, or is otherwise required by
law to disclose such Proprietary Information, the Recipient shall immediately notify and consult
with the Discloser (unless such notification or disclosure is prohibited by applicable law,
regulation or order). If the Discloser determines that such Proprietary Information (or



USEC Prime Agency Agreement




86









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




portions
thereof) should not be disclosed, the Recipient shall cooperate with the Discloser to seek relief
from the requested disclosure or to secure confidential treatment and minimization of any such
Proprietary Information that must be disclosed to the governmental authority. This Section shall
not be construed to constrain the Recipient from complying with lawful governmental orders, nor
does it apply to or limit authorized disclosure under this Article 31.




          Section 31.5 Standard of Care



Without limiting the provisions of this Article 31, each Recipient covenants that to the extent
that it obtains the Discloser’s Proprietary Information, it shall protect such Proprietary
Information using at least the same degree of care as the Recipient uses to protect its own
confidential information of a like nature, but no less than a reasonable degree of care to
prevent the unauthorized use, dissemination, or publication of the Discloser’s Proprietary
Information.




          Section 31.6 Ownership of Drawings and Specifications



a. Contractor warrants that it shall not incorporate into the Deliverables any Contractor
Intellectual Property without prior written consent of the Owner.



b. Title to all Drawings, Specifications, computer programs or other information which were
initially developed by Contractor during and solely for the purpose of the Work shall vest in
Owner. If Owner makes or authorizes reuse of any such documents or information produced by
Contractor without the express written consent of Contractor, Owner assumes full responsibility
and shall indemnify and hold Contractor harmless from any and all risks involved in such reuse.
Except as stated herein, computer programs and other information used or prepared by
Contractor pursuant to this Agreement which Owner may require Contractor to supply in
accordance with this Agreement shall remain the property of Contractor; however, Owner has the
right to use such information if such information is incorporated into the Work.



Nothing in this Agreement shall be construed as limiting Contractor’s ownership of or rights to
use its basic know-how, experience and skills, and the experience and skills of its employees,
whether or not acquired during performance of the Work to perform any engineering, design or
other services for any other party.




          Section 31.7 Allocation of Patent Rights in Subject Inventions



a. Reports and Implementing Documentation Contractor shall promptly provide the Owner a
written report on each Subject Invention. The report shall identify the Contractor and the
inventor(s), and shall be sufficiently complete in technical detail to convey a clear
understanding to the extent known at the time of the disclosure, of the nature, purposes,
operation, and the physical, chemical, biological or electrical characteristics of the Subject
Invention. The report shall also identify any publication, offer for sale or public use of the
Subject Invention, and whether a manuscript describing the Subject Invention has been submitted
for publication and, if so, whether it has been accepted for publication at the time



USEC Prime Agency Agreement




87









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




 of
disclosure. After reporting a Subject Invention to the Owner, Contractor shall promptly notify
the Owner of the acceptance of any manuscript describing such Subject Invention for publication
or of any offer for sale or public use of the Subject Invention planned by the Contractor.



b. Assignment of Rights in Subject Inventions. Contractor hereby assigns to Owner all
its rights in and to each Subject Invention. Contractor shall require, by written agreement
with its employees, consultants and subcontractors, other than clerical and non-technical
employees, prompt disclosure in writing to Contractor of each Subject Invention, and execution
of all documents necessary to file, at its option, patent applications on each Subject
Invention and to assign all right, title and interest in and to such patent applications, and
any resulting patents, to the Owner. Owner hereby grants to Contractor a non-exclusive,
irrevocable, royalty-free license, with the right to use, or otherwise sublicense to other
entities, the Subject Inventions for provision of services outside the nuclear industry.




          Section 31.8 Ownership of Copyrights



Contractor shall acquire all right, title and interest in and to all copyrights in all
copyrightable materials first prepared or generated in the performance of this Agreement by
written assignment or as a work for hire. Contractor hereby assigns all of its right, title and
interest in such copyrights to the Owner.




          Section 31.9 Background Rights



a. Ownership Contractor Intellectual Property shall remain or be vested in Contractor.
For purposes of this Article 31, Contractor Intellectual Property shall include any
improvements to the Contractor Intellectual Property where such improvements were not made as
part of the Work under the Agreement.



b. Rights Granted To the extent that a Deliverable includes or incorporates Contractor
Intellectual Property, Contractor hereby grants to the Owner and persons acting on its behalf,
a non-exclusive, paid-up license in such Contractor Intellectual Property solely for the
engineering, construction, operation and maintenance of the Plant. Such right may be
sublicensed by Owner to subcontractors or Owner’s affiliates with prior notice to Contractor,
and Owner shall protect, and require such sub-licensees to protect, the Contractor Proprietary
Information in accordance with Section 31.3.



c. Technical Assistance and Information In addition, Contractor hereby agrees to make
available to the Owner and persons acting on its behalf (including, but not limited to,
contractors and subcontractors of the Owner), the right to obtain at Owner’s expense and use
such technical information, including technical assistance, trade secrets and know-how
regarding Contractor Intellectual Property, as may be necessary to effectuate the rights set
forth in this Article 31.



USEC Prime Agency Agreement





88











 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




ARTICLE 32 INFRINGEMENT




          Section 32.1 Indemnity by Contractor





	 	a.	 	Except with respect to the manufacture, installation and use of the centrifuge
machines and other Owner supplied Equipment Contractor shall obtain all royalties and
license fees payable under or in respect of, and shall defend, indemnify and hold harmless
each of the Indemnified Persons from and against any loss arising out of or resulting from
or reasonably incurred in contesting any claim or legal action for unauthorized disclosure
by Contractor or use of any trade secrets or of any patent, license, copyright or
trademark infringement arising from Contractor’s performance or that of its Technical
Consultants under this Agreement or asserted against such Indemnified Person that: (i)
concerns any Equipment, materials, supplies, or other items provided by Contractor or any
Technical Consultants under this Agreement; (ii) is based upon the performance of the Work
by Contractor or any Technical Consultants, including the use of any tools, implements or
construction by Contractor or any Technical Consultants; or (iii) is based upon the design
or construction of any item or unit specified by Contractor under this Agreement or the
operation of any item or unit according to directions embodied in Contractor’s final
process design, or any revision thereof, prepared or approved by Contractor.
	 
	 	b.	 	Contractor agrees to use its best efforts to include, as a term or condition of each
contract, Subcontract or purchase order employed by it in the performance of the Work, an
indemnification provision extending to the Contractor, Owner and their assigns from each
supplier under such contract, Subcontract or purchase order.
	 
	 	c.	 	If claim or legal action for infringement as specified by this Section results in a
suit against an Indemnified Person, Contractor shall, at its election and in the absence
of a waiver of this indemnity by such Indemnified Person, have sole charge and direction
thereof on such Indemnified Person’s behalf so long as Contractor diligently prosecutes
said suit. If Contractor has charge of a suit brought against an Indemnified Person by a
third party, such Indemnified Person shall render such assistance as Contractor may
reasonably require in the defense of such suit except that such Indemnified Person shall
have the right to be represented therein by counsel of its own choice and at its own
expense. If such Indemnified Person is enjoined from completion of the Plant or part
thereof, or from the use, operation or enjoyment of the Plant or any part thereof as a
result of such claim or legal action or any litigation based thereon, Contractor shall
promptly arrange to have such injunction removed at no cost to any Indemnified Person. In
case any device in such claim or action is held to constitute an infringement and its use
is enjoined, Contractor shall either secure for each of the Indemnified Persons the right
to continue using such device by suspension of the injunction, by procuring for such
Indemnified Person a license, or otherwise, or will replace such device with a
non-infringing device or modify it so that it becomes non-infringing or remove the said
enjoined device and refund the sums paid therefore.





USEC Prime Agency Agreement




89









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)



          Section 32.2 Effect of Owner’s Actions



Owner’s acceptance of Contractor’s engineering designs shall not be construed to relieve
Contractor of any obligation under this Agreement.




          Section 32.3 Owner Indemnity





	 	a.	 	With respect to the enrichment machines, Owner shall pay all royalties and license
fees payable under or in respect of, and shall defend, indemnify and hold harmless each of
the Contractor Indemnified Persons from and against any loss arising out of or resulting
from or reasonably incurred in contesting any claim or legal action for unauthorized
disclosure by Owner or use of such technology arising from Owner’s performance under this
Agreement or asserted against such Contractor Indemnified Person.






	 	b.	 	If claim or legal action for infringement with respect to the enrichment machines
results in a suit against a Contractor Indemnified Person, Owner shall, at its election
and in the absence of a waiver of this indemnity by such Indemnified Person, have sole
charge and direction thereof on such Indemnified Person’s behalf so long as Owner
diligently prosecutes said suit. If Owner has charge of a suit brought against a
Contractor Indemnified Person by a third party, such Contractor Indemnified Person shall
render such assistance as Contractor may reasonably require in the defense of such suit
except that such Contractor Indemnified Person shall have the right to be represented
therein by counsel of its own choice and at its own expense. If such Contractor
Indemnified Person is enjoined from completion of the Plant or part thereof, as a result
of such claim or legal action or any litigation based thereon, Owner shall promptly
arrange to have such injunction removed at no cost to any Contractor Indemnified Person.





ARTICLE 33 FINANCING





	 	a.	 	The Owner may choose to finance certain Contract activities and the acquisition of
Equipment (including the centrifuge machines) with private or public financing. Contractor
acknowledges that certain of the obligations placed upon the Owner by prospective Lenders
may only be performed with the cooperation of the Contractor. Contractor agrees to
cooperate with Owner in carrying out its obligations under the Lender’s financing
documentation. Contractor may be required to execute and deliver to Lender, a consent and
agreement and to provide such information, certificates, opinions and other documents as
may be reasonably requested by Owner or Lender, and reasonably available and acceptable to
Contractor.





ARTICLE 34 REPRESENTATIONS OF THE PARTIES




          Section 34.1 Contractor Representations




USEC Prime Agency Agreement




90









 




AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




Contractor represents and warrants that:





	 	a.	 	Organization, Standing and Qualification. Contractor is a company duly
organized and validly existing in good standing under the laws of the State of California.
Contractor has all necessary power and authority to carry on its business as presently
conducted and to enter into and perform its obligations under the Agreement to which it is
or is to be a Party. Contractor is duly qualified or licensed to do business in the State
of Ohio and in all other jurisdictions wherein the nature of its business and operations
or the character of the properties owned or leased by it makes such qualification or
licensing necessary and where the failure to be so qualified or licensed would impair its
ability to perform its obligations under this Agreement or would result in a material
liability to or would have a material adverse effect on its financial condition, business,
operations or prospects;
	 
	 	b.	 	Due Authorization, No Approvals, No Defaults, Etc. Contractor has all
necessary power and authority to execute, deliver and perform its obligations under this
Agreement, and each of the execution, delivery and performance by Contractor of this
Agreement has been duly authorized by all necessary action on the part of Contractor, does
not require any approval, except as has been heretofore obtained, of the Board of
Directors of Contractor or any consent of or approval from any trustee, lessor or holder
of any indebtedness or other obligation of Contractor, except for such as have been duly
obtained, and does not contravene or constitute a default under the certificate of
incorporation or bylaws of Contractor or, to the best knowledge of Contractor, any
provision of applicable Law or any agreement, judgment, injunction, order, decree or other
instrument binding upon Contractor, or subject the Plant or any component part thereof or
the Job Site or any portion thereof to any lien other than as contemplated or permitted by
this Agreement; and Contractor is in compliance with all applicable Laws and Government
Approvals (i) which govern its ability to perform its obligations under Agreement, or (ii)
the noncompliance with which would have a material adverse effect on its ability to
perform its obligations under this Agreement;
	 
	 	c.	 	Governmental Approvals. Neither the execution and delivery by Contractor of
this Agreement, nor the consummation by Contractor of any of the transactions contemplated
hereby, requires, with respect to Contractor, the consent or approval of, the giving of
notice to, the registration with, the recording or filing of any document with, or the
taking of any other action in respect of any Government Authority, except such as are not
yet required, and Contractor has no reason to believe that the same will not be readily
obtainable in the ordinary course of business upon due application therefor, or which have
been duly obtained and are in full force and effect;
	 
	 	d.	 	Enforceable Contract. Contractor has duly and validly executed and delivered
this Agreement, and this Agreement constitutes a legal, valid and binding obligation of
Contractor enforceable against it in accordance with its terms, except as (i) such
enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
liquidation, moratorium or similar laws affecting creditors’ or lessors’ rights generally





USEC Prime Agency Agreement




91









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





	 	 	 	and (ii) the application of general equitable principles may limit the availability of
certain remedies;
	 
	 	e.	 	Professional Skills. Contractor is a qualified architectural—engineering
organization and has all the required skills and capacity necessary to perform or cause to
be performed the Work in a timely and professional manner, utilizing sound engineering
principles, project management procedures and supervisory procedures, all in accordance
with Good Engineering Practices;
	 
	 	f.	 	Financial Condition. Contractor is financially solvent, able to pay its debts
as they mature, and possessed of sufficient working capital to complete its
obligations under this Agreement. Contractor is able to furnish the tools, materials,
supplies, Equipment, labor, and design services needed for the Plant, is experienced in
and competent to perform the Work, both construction and design, contemplated by this
Agreement;
	 
	 	g.	 	Patents, Licenses and Franchises. Contractor owns or has the right to use all
the patents, trademarks, service marks, trade names, copyrights, licenses, franchises,
permits or rights with respect to the foregoing (other than with respect to the Centrifuge
machines) necessary to perform the Work and to carry on its business as presently
conducted and presently planned to be conducted without conflict with the rights of
others. In addition, Contractor holds or works under the general supervision of a Person
holding any and all consents, licenses, permits and other authorizations, both
construction and design, permits or special licenses required by Law to perform the
services under this Agreement; and
	 
	 	h.	 	Legal Proceedings. There is no action, suit or proceeding, at law or in
equity, or official investigation before or by any Government Authority, arbitral tribunal
or other body pending or, to the best knowledge of Contractor, threatened against or
affecting Contractor or any of its properties, rights or assets, which could reasonably be
expected to result in a material adverse effect on Contractor’s ability to perform its
obligations under this Agreement or on the validity or enforceability of this Agreement.





          Section 34.2 Owner Representations



Owner represents and warrants that:





	 	a.	 	Owner Organization, Standing and Qualification. Owner is a corporation duly
organized and validly existing in good standing under the laws of the State of Delaware.
Owner has all necessary power and authority to carry on its business as presently
conducted, to own or hold under lease its properties and to enter into and perform its
obligations under the Agreement to which it is or is to be a party. Owner is duly
qualified to do business in the State of Ohio;
	 
	 	b.	 	Owner Due Authorization, No Approvals, No Defaults, Etc. Owner has all
necessary power and authority to execute, deliver and perform its obligations under this
Agreement,





USEC Prime Agency Agreement









92









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)











	 	 	 	and each of the execution, delivery and performance by Owner of this Agreement
has been duly authorized by all necessary action on the part of Owner, and does not contravene,
to the best knowledge of Owner, any provision of applicable Law or any agreement, judgment,
injunction, order, decree or other instrument binding upon Owner;
	 
	 	c.	 	Agreement Enforceable Against Owner. Owner has duly and validly executed and
delivered this Agreement, and this Agreement constitutes a legal, valid and binding
obligation of Owner enforceable against it in accordance with its terms, except as (i)
such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
liquidation, moratorium or similar laws affecting creditors’ or lessors’ rights generally
and (ii) the application of general equitable principles may limit the availability of
certain remedies;
	 
	 	d.	 	Owner Governmental Approvals. Neither the execution and delivery by Owner of
this Agreement, nor the consummation by Owner of any of the transactions contemplated
hereby, requires, with respect to Owner, the consent or approval of, the giving of notice
to, the registration with, the recording or filing of any document with, or the taking of
any other action in respect of any Government Authority, except such as are not yet
required, and Owner has no reason to believe that the same will not be readily obtainable
in the ordinary course of business upon due application therefor, or which have been duly
obtained and are in full force and effect; and
	 
	 	e.	 	Legal Proceedings. There is no action, suit or proceeding, at law or in
equity, or official investigation before or by any Government Authority, arbitral tribunal
or other body pending or, to the best knowledge of Owner, threatened against or affecting
Owner or any of its properties, rights or assets, which could reasonably be expected to
result in a material adverse effect on Owner’s ability to perform its obligations under
this Agreement or on the validity or enforceability of this Agreement.





ARTICLE 35 CONFLICT OF INTEREST




          Section 35.1 Prohibited Activities



Without the Owner’s prior written consent, during performance of this Agreement and for a period
of two (2) years after expiration or termination hereof, Contractor shall not (i) represent or
otherwise perform work that is the same or substantially related to the Work for a competitor of
the Owner, or (ii) represent any other party, or otherwise perform work for a party that is the
same or substantially related to the Work, where such representation or work would, in the
Owner’s judgment, be materially adverse to the interests of the Owner.




          Section 35.2 Disclosure of Conflicts of Interest



In the event that Contractor discovers either a Conflict of Interest during the contract term or
a material change in a Conflict of Interest that existed as of the date this Agreement was
awarded




USEC Prime Agency Agreement





93









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




but that was waived by the Owner, Contractor shall make an immediate and full disclosure
thereof in writing to the Owner including a description of the action that Contractor has taken
or proposes to take to avoid or mitigate such new conflict or material change in a pre-existing
conflict. Without limiting any other rights it may have under law or equity, the Owner reserves
the right to terminate this Agreement for default if it determines that the Contractor was aware
of a Conflict of Interest prior to the award of this Agreement and did not disclose the conflict
to the Owner prior to its award, or if the Contractor becomes aware of the Conflict of Interest
after the award of this Agreement and failed to promptly disclose such conflict to the Owner.




ARTICLE 36 DISPUTE RESOLUTION




          Section 36.1 Mutual Agreement



Any controversy or claim (a “Dispute”) between the Parties arising out of or relating to this
Agreement, or the breach, termination or validity hereof that is not resolved by mutual agreement
shall be decided by the Owner’s Representative. The Owner’s Representative shall, in writing,
notify Contractor of its final decision (“Final Decision”) and designate such Notice as the
“Final Decision Notice.” In the event Contractor disagrees with the Owner’s Representative’s
Final Decision, Contractor shall notify the Owner’s Representative of its disagreement within
thirty (30) Days after receipt of the Final Decision Notice; otherwise, the Final Decision shall
be final and no action shall lie against the Owner arising out of said Dispute.




          Section 36.2 Disputes Subject to Arbitration.



In the event Contractor notifies the Owner’s Representative of its disagreement with the
Final Decision within the time period in Section 36.1, the Dispute shall be finally settled by
binding arbitration in accordance with the CPR Non-Administered Arbitration Rules as in effect on
the effective date of this Agreement, as modified by this Section, and by a single arbitrator
appointed in accordance with such rules. The arbitration shall be governed by the United States
Arbitration Act, 9 U.S.C. §1 et seq., and shall be held at PORTS.




          Section 36.3 Hearings and Award



To the extent feasible (as determined by the arbitrator), all hearings shall be held within
ninety (90) Days following the appointment of the arbitrator. At a time designated by the
arbitrator, each Party shall simultaneously submit to the arbitrator and exchange with the other
Party its final proposal for damages and/or any other applicable remedy. Either Party may elect
by notice given no later than ten (10) Days after appointment of the arbitrator to require that,
in rendering the final award, the arbitrator shall be limited to choosing the award proposed by a
Party without modification. In no event shall the arbitrator award damages inconsistent with any
of the terms and conditions of this Agreement. Absent a determination by the arbitrator that
extraordinary circumstances require additional time or agreement of the Parties, the




USEC Prime Agency Agreement





94









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





arbitrator
shall issue the final award no later than thirty (30) Days after completion of the hearings.
Judgment on any award may be entered in any court having jurisdiction thereof.




          Section 36.4 Confidentiality



The fact that either Party has invoked the provisions of this Article 36 and the proceedings of,
and award resulting from, an arbitration hereunder shall be considered to be confidential
information subject to the confidentiality provisions of this Agreement.




          Section 36.5 Arbitration Award Binding Upon Successors



This agreement to arbitrate and any award made hereunder shall be binding upon the successors and
assigns and any trustee or receiver of each Party.




ARTICLE 37 GENERAL PROVISIONS




          Section 37.1 Entire Agreement



This Agreement supersedes any other agreement, whether written or oral, that may have been made
or entered into between the Parties or by any officer or officers of such Parties relating to the
Plant or the Work. This Agreement constitutes the entire agreement between the Parties with
respect to the Plant and there are no other agreements or commitments with respect to the Plant
except as set forth herein.




          Section 37.2 Owner’s Obligations to be Non-Recourse



The Parties acknowledge that Owner intends to assign this Agreement to an affiliate (the
“Assignee”). Upon such assignment, Contractor agrees on its behalf and on behalf of any
Technical Consultant, their parents, subsidiaries, affiliates, employees, agents, or other
representative of any of them, that it and they will look exclusively to Assignee and its assets
and that it and they shall have no recourse against the Owner or to any of its assets in
connection with any matter arising out of or in connection with the Agreement. Provided
Contractor has been paid in accordance with the Contract any undisputed amounts due under the
Contract, Contractor agrees to execute any documents necessary to make or complete such
assignment (including, but not limited to documents evidencing such assignment and release).




          Section 37.3 Interpretation



This Agreement shall be construed and enforced in accordance with and governed by the laws of the
State of Ohio. Unless the context of this Agreement requires otherwise, the plural includes the
singular, the singular includes the plural, and “including” has the inclusive meaning of
“including without limitation.” The words “hereof,” “herein,” “hereby,” “hereunder” and other
similar terms of this Agreement refer to this Agreement as a whole and not exclusively to any
particular provision of this Agreement. All pronouns and any variations




USEC Prime Agency Agreement




95









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




thereof will be deemed
to refer to masculine, feminine, singular or plural, as the identity of the Person or Persons may
require. Any reference in this Agreement to any Person shall include its permitted successors
and assigns and, in the case of any Governmental Authority, any Person succeeding to its
functions and capacities. Any reference in this Agreement to any Article, Exhibit or Schedule
shall mean and refer to the Article contained in or the Exhibit or Schedule
attached to this Agreement. Unless otherwise expressly provided, any agreement, instrument or
applicable Law defined or referred to herein means such agreement or instrument or applicable Law
as from time to time amended, modified or supplemented, including (in the case of agreements or
instruments) by waiver or consent and (in the case of applicable Law) by succession of comparable
successor law and includes (in the case of agreements or instruments) references to all
attachments thereto and instruments incorporated therein.




          Section 37.4 Independent Contractor



Contractor shall be an independent contractor with respect to the Services to be performed
hereunder, except that any Subcontracts or purchase orders for materials, equipment, supplies and
related services will be issued and administered as Agent for Owner. Except as hereinabove noted,
neither Contractor nor its Technical Consultants, nor the employees of either, shall be deemed to
be the servants, employees or agents of Owner. Contractor has sole authority and
responsibility to employ, discharge and otherwise control its employees.




          Section 37.5 Binding on Successors



This Agreement shall be binding on the Parties hereto and on their respective successors, heirs
and assigns.




          Section 37.6 Notices



Any Notice, request, proposal for changes, and correspondence (including drawings, lists,
schedules, instruction books, statements or invoices) required or permitted under the terms and
conditions of this Agreement shall be in writing and (i) sent by facsimile, followed by delivery
as provided in any of the following manners; or (ii) delivered personally; or (iii) sent by
registered mail, return receipt requested; or (iv) sent by a recognized overnight mail or courier
service, with delivery receipt requested, to the following addresses:




	 	 	 	 	 
	 

	 	If to Contractor:
	 	C.E. Robertson
	 

	 	 	 	Fluor Enterprises, Inc.
	 

	 	 	 	100 Fluor Daniel Drive
	 

	 	 	 	Greenville, South Carolina 29607-2762
	 

	 	 	 	Phone: 864 281 5056
	 

	 	 	 	Fax: 864 676 7036
	 
	 	 	 	 
	 

	 	Copy to:
	 	J. Reynolds
	 

	 	 	 	Fluor Enterprises, Inc.
	 

	 	 	 	100 Fluor Daniel Drive





USEC Prime Agency Agreement



96









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





	 	 	 	 	 
	 

	 	 	 	Greenville, South Carolina 29607-2762
	 

	 	 	 	Phone: 864 281 8090
	 

	 	 	 	Fax: 864 281 6868
	 
	 	 	 	 
	 

	 	If to Owner:
	 	James J. Bolon
	 

	 	 	 	USEC, Inc.
	 

	 	 	 	3930 U.S. Route 23 South
	 

	 	 	 	Post Office Box 628
	 

	 	 	 	Piketon, Ohio 45661
	 
	 	 	 	 
	 

	 	Copy to:
	 	Richard Knauff, MS-6048
	 

	 	 	 	USEC, Inc.
	 

	 	 	 	3930 U.S. Route 23 South
	 

	 	 	 	Post Office Box 628
	 

	 	 	 	Piketon, Ohio 45561





Notices shall be effective when each of the required copies is received by the intended recipient.




          Section 37.7 Technical Communications



Any communications pertaining to routine day-to-day matters pertaining to issues on the Job-Site
shall be between Contractor’s Representative and the Owner’s Representative or other
representatives appointed by the Parties. Contractor’s Representative shall be satisfactory to
Owner, have knowledge of the Work and be available at all reasonable times for consultation.




          Section 37.8 Third Party Beneficiaries



This Agreement and each and every provision thereof are for the exclusive benefit of the Parties
hereto and not for the benefit of any third party other than any person or entity who purchases,
leases, or takes a security interest in the Plant.




          Section 37.9 Article Headings and Subheadings



The Article and Section headings herein have been inserted for convenience of reference only and
shall not in any manner affect the construction, meaning or effect of anything herein contained
nor govern the rights and liabilities of the Parties hereto.




          Section 37.10 No Waiver



No waiver of any of the terms or conditions of this Agreement shall be effective unless in
writing and signed by the Party against whom such waiver is sought to be enforced. Any waiver of
the terms hereof shall be effective only in the specific instance and for the specific purpose
given. The failure of a Party to insist, in any instance, on the strict performance of any of
the terms or conditions hereof shall not be construed as a waiver of such Party’s right in the
future to insist on such strict performance.




USEC Prime Agency Agreement




97









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)




          Section 37.11 Severability



If any provision of this Agreement is held invalid by a court of competent jurisdiction, such
provision shall be severed from this Agreement and, to the extent possible, this Agreement shall
continue without effect to the remaining provisions and the balance of the Agreement shall be
construed and enforced as if the Agreement did not contain such invalid or unenforceable portion
or provision.




          Section 37.12 Counterpart Execution



This Agreement may be executed by the Parties in any number of counterparts (and by each of the
Parties hereto on separate counterparts), each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute but one and the same instrument.




          Section 37.13 Further Assurances



Each of the Owner and the Contractor will use its best efforts to implement the provisions of
this Agreement, and for such purpose each, at the request of the other, will, without further
consideration, promptly execute and deliver or cause to be executed and delivered to the other
such assistance, or assignments, consents or other instruments in addition to those required by
this Agreement, in form and substance satisfactory to the other, as the other may reasonably deem
necessary or desirable to implement any provision of this Agreement or to arrange financing of
the Plant.




          Section 37.14 Assignability



Contractor may not assign this Agreement without the consent of the Owner. The rights and
obligations of Contractor under this Agreement are personal to Contractor and may not be
delegated or subcontracted to any other entity, in whole or in part, without the prior written
consent of the Owner. The Owner shall have the right, without Contractor’s consent, to assign
this Agreement including all rights, benefits and obligations hereunder to any entity for
financing purposes or otherwise to an affiliate of the Owner.




          Section 37.15 Survivability of Representations, Warranties and Guarantees



All representations, warranties, guarantees, covenants and agreements of the Parties herein shall
survive the execution and delivery of this Agreement, and shall terminate, if not earlier
terminated pursuant to the express provisions of this Agreement, at the end of the Warranty
Period stated in Article 21.




          Section 37.16 Surviving Obligations




USEC Prime Agency Agreement




98









 



AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)





Termination shall not relieve either Party of any obligations or liabilities for loss or damage
to the other Party arising out of or caused by acts or omissions of such Party prior to the
effectiveness of such termination or arising out of such termination as expressly set forth in
the Agreement, and shall not relieve Contractor of its obligations as to portions of the Work
already performed or of obligations assumed by Contractor prior to the date of termination as set
forth herein. All provisions of the Contract Documents that expressly or by implication survive
or come into or continue in force and effect after the expiration or termination of this
Agreement shall remain in effect and be enforceable following such expiration or termination.
Without limiting the foregoing, the provisions of Sections 4.1, 4.2, 4.3, 4.4, 4.16 and 37.18 and
Articles 19, 21, 22, 23, 25, 26, 27, 28, 31, 32, 34, 35, and 36 shall survive any termination or
expiration of this Agreement.




          Section 37.17 No Oral Modifications



No oral or written modification of this Agreement by any officer, agent or employee of Contractor
or Owner, either before or after execution of this Agreement, shall be of any force or effect
unless such modification is in writing and is signed by the Party to be bound thereby.




          Section 37.18 Record Retention



Contractor agrees to retain and make available at its office at all reasonable times for
examination, audit or reproduction, as directed by Owner and up to a period of three (3) years
from Final Acceptance of the Plant, all records required to be maintained under applicable law or
otherwise and relating to its performance of the Work, including quality assurance records, and
to require that all Technical Consultants retain for the same period all their records relating
to the Work. During such period, Owner shall compensate Contractor for retention costs incurred
by Contractor and shall have access to such records at reasonable times after reasonable notice
to Contractor. During such period, Contractor will offer such records to Owner.




          Section 37.19 Nondiscrimination



Contractor agrees that in the performance of its Work under this Agreement it will not knowingly
violate any applicable Laws prohibiting discrimination in employment.




          Section 37.20 Joint Effort



The Parties acknowledge and agree that the terms and conditions of this Agreement, including but
not limited to those relating to allocations of, releases from, exclusions against and limitation
of liability, have been freely and fairly negotiated. Each Party acknowledges that in executing
this Agreement they rely solely on their own judgment, belief, and knowledge, and such advice as
they may have received from their own counsel, and they have not been influenced by any
representation or statements made by any other Party or its counsel. No provision in this
Agreement is to be interpreted for or against any Party because that Party or its counsel drafted
such provisions.




USEC Prime Agency Agreement




99









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)







          Section 37.21 Publicity Releases



Subject to applicable law, Contractor shall not, and shall require that Technical Consultants,
Subcontractor or other Person not, issue any press or publicity release or any advertisement, or
publish or otherwise disclose any photograph or other information, concerning this Agreement, the
Work or mentioning the Owner without the express prior written consent of the Owner. Contractor
shall give prior notice to Owner of any information contained in documents filed with public
authorities or any other public disclosure which relates to or mentions the Agreement, the Work,
or Owner.




          Section 37.22 Order of Precedence/Intent of Agreement



This Agreement consists of Articles 1 through 37 hereof, all Exhibits hereto and Drawings,
Specifications, Schedules and other documents incorporated herein. Unless expressly stated
otherwise herein, in case of conflict between portions of this Agreement, the order of precedence
for conflict resolution in descending order shall be as follows:





	 	a.	 	Articles 1 through 37 as such provisions may be amended in accordance with the terms
hereof;
	 
	 	b.	 	Exhibits of this Agreement; and
	 
	 	c.	 	Drawings and Specifications and other documents.





          Section 37.23 Exclusive Remedies



To the extent remedies are provided in this Agreement, then such remedies would be the exclusive
remedy with respect to the subject matter covered thereby, provided however, such remedy shall be
in addition to all other remedies set forth in this Agreement. In the event a course of action
or claim arises for which a remedy is not provided in this Agreement, then the Parties shall have
the rights and remedies available at law or in equity, subject to the waivers, releases and
limitations on liabilities set forth in the Agreement. To the extent that any waivers, releases
and limitations of liability are expressed in this Agreement, then such waivers, releases and
limitations of liability shall apply even in the event of default, negligence or strict liability
of the Parties to be released or whose liability is limited and shall extend to the officers,
directors, employees, agents and related entities of such Party.




USEC Prime Agency Agreement




100









 





AMENDED AND RESTATED

USEC PROPRIETARY INFORMATION

Contract No. 662574 (9-11-08)






IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed in two originals by
their duly authorized officers as of the Effective Date.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FLUOR ENTERPRISES, INC.	 	 	 	USEC INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ P. Oostervees	 	 	 	By:	 	/s/ Philip G. Sewell	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	P. Oostervees
	 	 	 	 	 	Name:
	 	Philip G. Sewell	 	 
	 

	 	Title:
	 	Senior Vice President
	 	 	 	 	 	Title:
	 	Senior Vice President	 	 






USEC Prime Agency Agreement



101









 








EXHIBIT A




*****




 









 





EXHIBIT B




Key Milestones



The key milestones and dates for the American Centrifuge Project are:




*****





 









 








EXHIBIT C




Contractor Key Personnel



The following positions and individuals are named as Key Personnel in accordance with Section 6.2
of the EPCM Contract:




*****




 









 








EXHIBIT D




LIMITED AGENCY AGREEMENT

(PURCHASING AND CONTRACTING)



This Agreement (“Limited Agency Agreement”) is made and entered into as of the August 14, 2007, by
and between USEC Inc., a corporation organized and existing under the laws of the State of
Delaware, (hereinafter called “Owner”), and Fluor Enterprises, Inc., a California corporation,
(hereinafter called “Fluor” or “Agent”) (collectively the “Parties”).




WITNESSETH:



WHEREAS, Owner and Fluor have entered into a contract, Contract No. 662574, for Fluor to perform
certain engineering, procurement and construction management services (the “EPCM Contract”) for
Owner’s American Centrifuge Plant in Piketon, Ohio, (hereinafter referred to as the “Project”); and



WHEREAS, Owner and Fluor are currently negotiating modifications to the EPCM Contract, however, in
the interim in order to permit the Project to remain on schedule, the Parties are entering into
this Limited Agency Agreement to appoint Fluor as its Agent to make purchases and to issue
contracts for the Project in Owner’s name and on behalf of Owner subject to the terms and
conditions of this Agreement;



THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good
and valuable consideration, the Parties hereto, intending to be legally bound, agree as follows:





	1.	 	Owner hereby appoints Fluor as its Agent, and Fluor hereby accepts such appointment to issue
contracts and to purchase in Owner’s name and on behalf of Owner for the limited purpose of
procuring equipment, materials, supplies and services under the EPCM Contract solely for use
on or related to the Project. This limited agency is subject to the terms and conditions of
the EPCM Contract and this Limited Agency Agreement.






	2.	 	Fluor may issue or sign contracts as Agent to Owner, in Owner’s name or, on behalf of
Ownerand as part of such agency relationship the following obligations shall be met:





a. the contract is for the purchase of equipment, materials or services necessary to
perform Work as authorized by Owner pursuant to the EPCM Contract;



b. the contract terms and conditions are using forms approved by Owner or any changes have
been approved in writing by the Owner’s Representative under the EPCM Contract;



c. the total cost of the equipment, material or services to Owner are within the budget
authorized by Owner or Owner’s Representative has approved the increase in cost;



d. for contracts with a total cost to Owner equal to or less than $100,000.00, Fluor shall
provide a copy of the contract to Owner within 30 days after execution of the contract by
Fluor; and


e. for contracts with a total cost to Owner of more than $100,000.00, Fluor shall provide a
copy of the contract for Owner’s review and may execute the contract as Agent for Owner
after receiving written approval from Owner’s Representative.



	3.	 	Such purchases and contracts shall be made by special purchase orders and contract forms that
shall show on their face that Fluor is acting as agent for Owner. Fluor shall furnish Owner
with a copy of the document at the time the purchase order or contract is issued. All such
purchases and contracts shall be carried out in accordance with procedures as set forth in the
Project Procedure Manual or in accordance with written purchasing directions provided by
Owner’s Representative.




 









 












	4.	 	All purchase orders and contracts issued by Fluor hereunder shall be signed by Fluor as Agent
and/or Construction Manager for Owner and shall be identified by a distinctive numbering
system approved by Owner. In addition, such orders shall contain instructions to vendors, as
set forth in the Project Procedure Manual, with respect to the inclusion or exclusion of sales
and/or use taxes in the purchase price. The ownership and title of all items purchased
hereunder shall pass directly from the selling party to Owner, and Fluor shall at no time be a
party to such transaction, other than as Agent of Owner.






	5.	 	All purchase orders and contracts issued or entered into by Fluor in accordance with this
Limited Agency Agreement shall be deemed to be a contract directly between Owner and the
selling party and shall provide that Owner shall have all the rights and obligations under the
contract and that Owner’s obligations may be satisfied through the performance of Owner’s
contractors including Fluor under its EPCM Contract.






	6.	 	The agency created hereby shall be limited to the purchase, in accordance with this Limited
Agency Agreement, of materials, equipment, supplies and construction services as authorized
under the EPCM contract for the Project and to such ancillary activities as may be necessary
or appropriate in connection therewith, including but not limited to freight movement, freight
consolidation and freight forwarding; expediting of deliveries of purchased items; and
receiving and handling of such items when they arrive at the Project.






	7.	 	The authority granted to Fluor by Owner hereunder is limited exclusively to the activities
described in this Limited Agency Agreement. The agency authority established by this
Agreement may be terminated by either party at any time upon written notice to the other.




IN WITNESS HEREOF, the undersigned duly authorized parties hereto have executed this Agreement on
behalf of their respective corporations as of the day and year first above written.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWNER	 	 	 	FLUOR ENTERPRISES, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BY:	 	/s/ Charles W. Kerner	 	 	 	BY:	 	/s/ Ken Choudhary	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	TITLE:
	 	Director, Procurement & Contracts
	 	 	 	 	 	TITLE:
	 	V.P. & General Mgr. E&C	 	 







2









 








EXHIBIT E




MECHANICAL COMPLETION




1. PURPOSE





The purpose of this Exhibit E and its appendices is to define the final phases of the Work
and its transition into Mechanical Completion, Turnover, and then into overall Final
Acceptance (all as defined herein or in the Contract). Appendix 1 of this Attachment shows
the division of the responsibilities between Contractor and OWNER, prior to Mechanical
Completion of each System.



2. DEFINITIONS FOR THIS EXHIBIT E





	 	2.1.	 	“Contractor” shall mean Fluor and as defined in the Contract Signature
Document.
	 
	 	2.2.	 	“Owner” shall have the meaning set forth in Article 1 of the Contract.
	 
	 	2.3.	 	“Work” shall have the meaning set forth in Article 1 of the Contract.
	 
	 	2.4.	 	“Mechanical Completion” shall have the meaning set forth in Article 1
of the Contract.
	 
	 	2.5.	 	“Final Acceptance” shall have the meaning set forth in Article 1 of the
Contract.
	 
	 	2.6.	 	“System” and “Sub-System” shall have the meanings set forth in Article
1 of the Contract.
	 
	 	2.7.	 	“Commissioning” shall have the meaning set forth in Article 1 of the
Contract.
	 
	 	2.8.	 	“Mechanical Completion Documentation Files” shall mean the files to be
organized to reflect the acceptance status of each element of work being turned over
and indexed to indicate contents. A Turnover Package is a group of Mechanical
Completion Documentation Files. Fluor’s CompleteItsm software will be
utilized. (See additional details in Section 3.7 of this Exhibit.)
	 
	 	2.9.	 	“Turnover” shall have the meaning set forth in Article 1 of the Contract.
	 
	 	2.10.	 	“Turnover Notice(s)” (which establishes the Mechanical Completion date
for particular System(s)) are normally issued by the Contractor with a Punch List
attached which details outstanding, incomplete work that has been determined, in
coordination with Owner, to be of such content that it will not impede planned
commissioning/start-up activities. Turnover Notices are issued for each System(s) as
they achieve Mechanical Completion and shall be submitted to Owner within three (3)
days of the day upon which work was completed. Owner will sign, noting its agreement,
or otherwise, to each Turnover Notice and accept responsibility for the care, custody
and control of such System(s) or Plant.
	 
	 	2.11.	 	“Punch List” shall mean_a working document, used jointly by the
Contractor and Owner to provide for completeness of the work being prepared for
Turnover and Mechanical Completion. This is a comprehensive electronic listing prepared by the
Contractor of the remaining work items, including those submitted by Owner, showing
a target completion date for each item. At Turnover, Contractor is to





 









 





EXHIBIT E




MECHANICAL COMPLETION




	 	 	 	use the format shown in Appendix 2, Turnover Notice, to this Exhibit for the electronic
listing. For ease of coordination and communication, each item of the list is given
a number according to the Contractor’s numbering system.
	 
	 	2.12.	 	“Start-up” shall have the meaning set forth in Article 1 of the
Contract.





3. DIVISION OF RESPONSIBILITIES FOR TURNOVER





	 	3.1.	 	Contractor’s base scope of work is complete following Owner’s acceptance that
Contractor has achieved Mechanical Completion, including acceptance of the completion
of the Punch List items. Contractor’s responsibility for Mechanical Completion of each
System includes:






	 	3.1.1.	 	The general activities set forth in the following article, Article 4.0,
PROCEDURE.
	 
	 	3.1.2.	 	The specific scope of work requirements set forth in the Contract Scope of
Services / Scope of Facilities.
	 
	 	3.1.3.	 	Those items noted as “Mechanical Completion — Fluor Responsibility” in
Appendix 1 to this exhibit.






	 	3.2.	 	Performance and completion of the Punch List items that will be performed after
Mechanical Completion (during the OWNER’s Commissioning period) shall be coordinated
with OWNER.
	 
	 	3.3.	 	The Plant acceptance sequence will be by system/sub-systems or by specific
areas (e.g. control building and warehouse when feasible). However, the checkout and
Start-up of the plant will be by systems/sub-systems that will, in some cases, take
precedence over the area concept. The system/sub-system approach will expedite
Turnover, and Commissioning and Start Up by Owner.
	 
	 	3.4.	 	Contractor will incorporate the system/sub-system approach into the System
Turnover schedules developed in accordance with the Contract as the construction nears
completion.
	 
	 	3.5.	 	A Turnover package will be prepared by Contractor for each system/sub-system on
the project. These documents will provide the basis for checkout as they provide
definition of the Systems and the checks necessary to confirm Mechanical Completion of
the System. Contractor will designate a single point of contact to coordinate the
turnover activities for a system/sub-system with Owner’s established EPC (Engineering
Procurement Construction) team.
	 
	 	3.6.	 	At the time of issuing the Turnover Notice for a System, Contractor will be
required to identify and complete the work on the System Punch List except for those
items that Owner agrees are acceptable to be completed after Mechanical Completion.
Those items remaining will form the basis of the Punch List. Punch
list items will be assigned one of the following categories






	 	•	 	Category A — Shall be completed prior to system/sub-system Turnover.





 









 





EXHIBIT E




MECHANICAL COMPLETION










	 	•	 	Category B — Shall be completed before Final Acceptance. These are minor
items that do not prevent the start of Commissioning activities. These items
are also called Exception Items.






	 	•	 	Category C — Owner identified items that were not in original scope. If
punch item is added to scope, it will change categories to either an A or B
item.






	 	 	 	Punch List (See Appendix 2, Turnover Notice, to this Exhibit for format) is prepared
by Contractor, after review with Owner at the time of Turnover, when it is ready to
issue the Turnover Notice.
	 
	 	3.7.	 	The Mechanical Completion Documentation Files shall contain records of tests
and inspections, and checkouts that were prepared by Contractor and submitted to Owner
after they are carried out.
	 
	 	 	 	The CompleteItSM Program administers a database that maintains the
generated documents by Engineering, Construction and Turnover. The program issues a
consistent and simple verification of the certification processes and the
transference of the System(s) and Subsystem(s) of the project.
	 
	 	 	 	The Mechanical Completion Documentation Files for each System may be separated into
sub-systems and shall be contained in a “loose leaf” binder and presented to the
Owner at time of issue of the Turnover Notice. The following documentation shall be
contained and organized in the loose leaf binders:






	 	•	 	Table of Contents
	 
	 	•	 	System P&IDs (Piping & Instrumentation Diagrams) with System
Boundaries marked
	 
	 	•	 	Electric One-Line Drawings with System Boundaries marked
	 
	 	•	 	Quality Control and Quality Assurance documentation
	 
	 	•	 	Construction Testing Data including, as an example only, the
following:






	 	•	 	Hydro Testing Results
	 
	 	•	 	Piping System Acceptance Criteria and attested results
	 
	 	•	 	Mechanical/Electrical Test Data
	 
	 	•	 	Equipment Alignment Data
	 
	 	•	 	Instrument Calibration Sheets
	 
	 	•	 	System/Equipment Flushing and/or Cleaning Guidelines
	 
	 	•	 	Equipment Maintenance Records
	 
	 	•	 	As-built Drawings (as required)
	 
	 	•	 	Vendor Manuals
	 
	 	•	 	Field Equipment/System Testing Data





Remaining documentation (e.g. weld maps and weld records) for each System
shall be turned over to the Owner in a standard 12” wide x 14” deep x 10”
high file box (where applicable). The contents of each box shall be
organized with like documentation and the contents cataloged.





 









 





EXHIBIT E




MECHANICAL COMPLETION










The outside of the box shall be marked with a reference number that corresponded to the
catalog list.




	 	3.8.	 	Owner is responsible for the performance and completion of Commissioning and
Start-Up.





4. PROCEDURE





	 	4.1.	 	Owner will review the Contractor’s definition of each turnover
system/sub-system by use of marked up plot plans, system schematic drawings (P&IDs),
mechanical flow diagrams, electrical one line diagrams and similar documents.
	 
	 	4.2.	 	Contractor shall prepare a checklist of all line numbers and tag items to
demonstrate Contractor understands systems/subsystems to be turned over. The checklist
shall be submitted for review by Owner in accordance with the System turnover
schedules.
	 
	 	4.3.	 	In general, Mechanical Completion shall be achieved when the System has reached
the point where construction and construction testing has been completed and the system
is capable of being commissioned, even though Punch List items are remaining to be
completed.
	 
	 	4.4.	 	It is a requisite to the Mechanical Completion of a System that the associated
equipment, piping, instrumentation and electrical systems are installed and that the
equipment and instrumentation requiring adjustments and tests are completed, including
any assistance needed by vendor representatives. For electrical systems, construction
related tests, relay settings, and checkouts must be completed prior to energizing by
Owner.
	 
	 	4.5.	 	Mechanical Completion by System will be achieved when the following activities,
at a minimum, have been accepted as complete:






	 	4.5.1.	 	Preparations have been made to meet the system safety requirements.
	 
	 	4.5.2.	 	Cold alignment has been completed for the compressors, pumps, machinery and
the drivers. The lubrication systems, couplings and guards have been assembled
and installed. Rotating equipment has been cold aligned and the final pipe
spools and screens have been installed.
	 
	 	4.5.3.	 	The vessels have been opened, internals installed, cleaned, inspected and
closed after inspection.
	 
	 	4.5.4.	 	The piping has been cleaned, tested, test blinds removed and spring supports,
anchors and guides checked for removal of all shipping and erection stops and
for correctness of cold settings.
	 
	 	4.5.5.	 	Where specified piping has been blown dry and properly laid up following
hydro testing.





 









 





EXHIBIT E




MECHANICAL COMPLETION




	 	4.5.6.	 	The components of the system instrument loops have been inspected, and
continuity tested.
	 
	 	4.5.7.	 	The electrical system has been installed and tested per project
specifications, motor rotation has been checked by rotation meter or other
testing method, and power system protective devices have been set.
	 
	 	4.5.8.	 	The painting and insulation that would interfere with commissioning and
start-up or for safety reasons has been completed.
	 
	 	4.5.9.	 	The temporary construction facilities that would interfere with Owner
Commissioning and Start-up or for safety reasons have been removed.
	 
	 	4.5.10.	 	The fire protection systems and equipment have been installed, and tested.
	 
	 	4.5.11.	 	The nuclear sources for instrument loops and point detection devices have
been safely installed, tested and declared safe/ready for service.
	 
	 	4.5.12.	 	The gas detectors have been installed, and tested.
	 
	 	4.5.13.	 	Vessels, equipment and lines are color-coded and their identification
stamped or tagged per specifications.
	 
	 	4.5.14.	 	DCS (Distributed Control System), PLC (Programmable Logic Controller) and
computer systems are installed and tested per specifications. Contractor will
perform point to point IO test.






	 	4.6.	 	When Contractor believes that the Work is sufficiently completed that
Mechanical Completion of a System has been achieved then it will submit the Turnover
Notice.
	 
	 	4.7.	 	In addition, the Mechanical Completion Documentation Files for that System
shall be submitted to Owner.
	 
	 	4.8.	 	Within ten (10) business days after receipt of a Turnover Notice, Owner will
either accept or reject the Turnover Notice as set forth in Section 12.1. Should Owner
reject the Turnover Notice they shall so state in writing, with reason, adding any
additional deficiencies to the list. Should Owner determine the Punch List prepared by
Contractor or additional deficiencies found during the inspection to be too many in
number or unacceptable in content, the Turnover Notice will be rejected. Should the
Contractor’s Turnover Notice be rejected by Owner, Contractor shall either complete or
correct the work, and resubmit the Turnover Notice to Owner with a revised Punch List
or dispute such decision in accordance with the dispute resolution provisions of the
Contract.
	 
	 	4.9.	 	Owner, Having agreed to Mechanical Completion of the System, defined by each
Turnover Notice, may require that Contractor perform remaining Punch List items only
following issuance of work permits to be issued by Owner. At this time, Contractor
and Owner will work closely during the final stages of the project to




 









 





EXHIBIT E




MECHANICAL COMPLETION




	 	 	 	permit an orderly and timely completion of the entire work and the completion of the
Commissioning and Startup by Owner.





APPENDICES



Appendix 1 — Mechanical Completion Responsibility Matrix



Appendix 2 — Turnover Notice




END OF EXHIBIT E




 









 








APPENDIX 1




*****




 









 





APPENDIX 2




*****




 









 





EXHIBIT F




[Insert Today’s date]




[Client Name]

[Project Name]

[Fluor Contract No.]

[Client Contract No, if needed]




[Recipient’s Name]

[Recipient’s Title]

[Recipient’s Company Name]

[Recipient’s Address]

[Recipient’s City, State, Zip]



Dear [Name]:




Notice of Final Completion/Acceptance




In compliance with                                          of the                     
       
              Contract dated                     
(the “Contract”), we advise that all work authorized by you under the terms of the Contract
has been completed.




Please acknowledge the acceptance and approval of Fluor’s work by executing this letter in the
spaces provided below and returning two (2) of the enclosed copies.




Sincerely,




[Project Manager’s Name]

Project Manager



Approved and Accepted by:



[Client Name]




	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




 









 








EXHIBIT G




*****




 









 





EXHIBIT H




*****




 









 





EXHIBIT I




*****




 









 





EXHIBIT J




	 	 	 	 	 	 	 	 	 	 	 
	STATE OF

	 	 	 	 	)	 	 	 	 	 
	 

	 	 	 	 	)	 	 	ss:
	 	 
	COUNTY OF

	 	 	 	 	)	 	 	 	 	 






CONTRACTOR’S




RELEASE OF LIEN




KNOW ALL MEN BY THESE PRESENTS,



That FLUOR ENTERPRISES, INC., (“Contractor”), a California corporation, having an office in
Greenville, South Carolina, for and in consideration of the sum of                                                              DOLLARS ($      
              ) and other good and
valuable consideration to it in hand paid by                                                                            (“Owner”), the receipt of which is hereby
acknowledged, and which sum is due Contractor under and pursuant to that certain Agreement dated as
of the                      day of                     ,                     , made and entered into with Owner relating to the furnishing of materials, labor and/or
equipment for construction of                                                               plant located at                  
                                                                        (the “Plant”) for Owner;



Does hereby certify to said Owner that all persons, firms, associations , corporations or other
entities furnishing labor, material or equipment to Contractor under said Agreement have to the
best of Contractor’s knowledge been paid in full; and



Does hereby remise, release, waive, relinquish and forever quitclaim unto said Owner, its
successors and assigns, all and all manner of liens against said Owner which Contractor ever had,
now has, or which it or its successors or assigns hereafter can, shall or may have upon any portion
of the lands of Owner or the buildings thereon standing, for labor, material, or equipment
furnished under said Agreement.




IN WITNESS WHEREOF, Contractor has caused this instrument to be signed and attested by its duly
authorized officer, and its corporate seal to be hereunder affixed on the                                          day of
                                        ,                     .


	 	 	 	 	 	 
	ATTEST: 	 	FLUOR ENTERPRISES, INC.
 	 
	 	 	BY:  	 	 
	 	 	 	TITLE: 	 	 
	 	 	 	 	Secretary or Assistant Secretary 	 
	 	 	 	DATE: 	 	 
	 



(AFFIX CORPORATE SEAL)