Exhibit 10(i)


 





 


 


MONTHLY MANAGEMENT FEE PLUS PROFIT SHARING SUBCONTRACT


No. SMS-KGHI 1030


 


ISSUED BY:  THE S.M. STOLLER CORPORATION


 


TO:    KAISER GROUP HOLDINGS, INC.


 
















 


Subcontract No. SMS-KGHI 1030


 


 


TABLE OF CONTENTS


 


	
  ARTICLE 1.  ACCEPTANCE AND MODIFICATION OF TERMS

  	
   

  
	
   

  	
   

  
	
  ARTICLE 2.  SCOPE OF SERVICES

  	
   

  
	
   

  	
   

  
	
  ARTICLE 3.  TERM

  	
   

  
	
   

  	
   

  
	
  ARTICLE 4.  PRICES

  	
   

  
	
   

  	
   

  
	
  ARTICLE 5.  ADDITIONAL SERVICES

  	
   

  
	
   

  	
   

  
	
  ARTICLE 6.  FEE (PROFIT SHARING) - LABORATORY REVENUES

  	
   

  
	
   

  	
   

  
	
  ARTICLE 7.  BILLING

  	
   

  
	
   

  	
   

  
	
  ARTICLE 8.  DELIVERY

  	
   

  
	
   

  	
   

  
	
  ARTICLE 9.  INSPECTION

  	
   

  
	
   

  	
   

  
	
  ARTICLE 10.  ACCEPTANCE

  	
   

  
	
   

  	
   

  
	
  ARTICLE 11.  WARRANTY

  	
   

  
	
   

  	
   

  
	
  ARTICLE 12.  COMPLIANCE WITH LAWS

  	
   

  
	
   

  	
   

  
	
  ARTICLE 13.  COMMUNICATIONS

  	
   

  
	
   

  	
   

  
	
  ARTICLE 14.  NOTICES AND ADMINISTRATION

  	
   

  
	
   

  	
   

  
	
  ARTICLE 15.  LOWER-TIER SUBCONTRACTS

  	
   

  
	
   

  	
   

  
	
  ARTICLE 16.  INSURANCE

  	
   

  
	
   

  	
   

  
	
  ARTICLE 17.  ADVERTISING

  	
   

  
	
   

  	
   

  
	
  ARTICLE 18.  TAXES

  	
   

  
	
   

  	
   

  
	
  ARTICLE 19.  RECORDS AND AUDITING

  	
   

  
	
   

  	
   

  
	
  ARTICLE 20.  NONSOLICITATION

  	
   

  
	
   

  	
   

  
	
  ARTICLE 21.  DEFAULT AND REMEDY

  	
   

  
	
   

  	
   

  
	
  ARTICLE 22.  EXCUSED NON-PERFORMANCE

  	
   

  
	
   

  	
   

  
	
  ARTICLE 23.  CHANGES

  	
   

  
	
   

  	
   

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

  	
   

  
	
   

  	
   

  
	
  ARTICLE 25.  DISPUTES

  	
   

  



 


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  ARTICLE 26.  WAIVER

  	
   

  
	
   

  	
   

  
	
  ARTICLE 27.  ASSIGNMENT

  	
   

  
	
   

  	
   

  
	
  ARTICLE 28.  PATENTS AND INVENTIONS

  	
   

  
	
   

  	
   

  
	
  ARTICLE 29.  COPYRIGHTS AND DATA

  	
   

  
	
   

  	
   

  
	
  ARTICLE 30.  INDEMNIFICATION

  	
   

  
	
   

  	
   

  
	
  ARTICLE 31.  INFRINGEMENT INDEMNITIES

  	
   

  
	
   

  	
   

  
	
  ARTICLE 32.  NON-WAIVER OF RIGHTS

  	
   

  
	
   

  	
   

  
	
  ARTICLE 33.  INDEPENDENT CONTRACTOR

  	
   

  
	
   

  	
   

  
	
  ARTICLE 34.  GOVERNING LAW

  	
   

  
	
   

  	
   

  
	
  ARTICLE 35.  COMPLETE AGREEMENT

  	
   

  
	
   

  	
   

  
	
  ARTICLE 36.  ORDER OF PRECEDENCE

  	
   

  
	
   

  	
   

  
	
  ARTICLE 37.  SUBCONTRACTOR PREQUALIFICATION

  	
   

  
	
   

  	
   

  
	
  ARTICLE 38.  ATTACHMENTS AND EXHIBITS

  	
   

  



 


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SUBCONTRACT TERMS AND CONDITIONS


 


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


 


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


B.             Contractor desires the Subcontractor to
perform certain work or services within the scope of this Agreement described
above under the terms and conditions set forth below.


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


D.            Subcontractor has expressed a willingness
to perform such services.


 


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


 


ARTICLE 1.  ACCEPTANCE AND MODIFICATION OF TERMS


 


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


 


ARTICLE 2. 
SCOPE OF SERVICES


 


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



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


C.             In the event that oral instructions are
necessary, they shall be given only by the Stoller General Manager.  Oral instructions shall be confirmed in
writing as soon as practicable.


D.            Contractor may from time to time request,
by way of letter of instruction, that Subcontractor perform other services
related to the work.  Subcontractor, upon
receiving such requests from Contractor, may furnish those services if deemed
reasonable and appropriate by Subcontractor, and an equitable adjustment shall
be made according to Article 23, as mutually agreed by the parties.


E.              Subcontractor shall start the work
promptly and shall execute it diligently, orderly, and as rapidly as
practicable, subject always to reasonable directions as to the rate of
execution and targeted completion dates, as set forth in Attachment A.


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


 


ARTICLE 3. 
TERM


 


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


 


ARTICLE 4. 
PRICES


 


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


 


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ARTICLE 5.  ADDITIONAL SERVICES


 


In the event that Contractor requires Subcontractor to provide
additional services that are not covered by the work details and set forth on
Attachment A, Subcontractor agrees to work with Contractor to develop a scope
of work, prices and schedule for such additional services. The agreed-upon
scope, prices and schedule shall be incorporated into this Subcontract
pursuant to Article 23, Changes.


 


ARTICLE 6.  FEE (PROFIT) SHARING – Laboratory Revenues


 


A.           The Parties agree that after deducting an
amount for payment of incentive bonuses to the employees of Subcontractor
(initially 10 slots) performing the services required by this Subcontract as
provided herein (the “Employee Incentive Compensation”), any profit earned on the
prime contract on the revenues generated from the services covered by Line Item
Codes will be shared according to the terms in this ARTICLE 6. Profit
shall consist of total sample process billings charged to the Prime for LICS
less costs paid to the applicable Laboratories for the processing of such
samples. 


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


 


	
  Company

  	
   

  	
  Share of first $350,000 in profit

  earned in each year

  	
   

  	
  Share of any profit in excess of

  first $350,000 in each year

  
	
  S.M. Stoller Corporation

  	
   

  	
  30%

  	
   

  	
  70%

  
	
  Kaiser Holdings Group

  	
   

  	
  70%

  	
   

  	
  30%

  



 


C.             The Parties agree that the profits will be
calculated quarterly, based on Contractor’s fiscal year schedule, and a
year-to-date total will be maintained to determine profit sharing, and within
15 days after the end of each quarter, Contractor shall pay Subcontractor its
share of the profits for that quarter together with the amount of Employee
Incentive Compensation payable for such quarter determined in accordance with
paragraph D below.  Each such payment
will be accompanied by a statement setting forth the calculation of the profit
sharing for such quarter, which statement shall be certified as accurate by
Contractor’s chief financial officer.


D.            Employee Incentive Compensation shall not
to exceed 4% of an employee’s gross annual salary and shall be determined based
upon the extent to which quarterly profit objectives, mutually agreed upon by
Contractor and Subcontractor, are achieved. 
Within 10 days after the end of each quarter, representatives of
Contractor and Subcontractor shall review the profits for that quarter and
calculate the amount of Employee Incentive Compensation, if any, for that
quarter.


 


ARTICLE 7. 
BILLING


 


A.           Subcontractor
shall invoice Contractor monthly for all services completed through the end of
each month.  Properly certified
Subcontractor invoices shall be submitted to:


 


The S.M. Stoller Corporation


990 S. Public Road


Suite A


Lafayette, CO  80026


Attention:  Accounts Payable


 


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


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


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


 


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


D.            Each invoice submitted shall accurately reflect
the work or services accomplished by Subcontractor and identify any other
authorized expenses incurred hereunder.


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


 


(i)             Specified claims in stated amounts, or in
estimated amounts if the amounts are not susceptible of exact statement by
Subcontractor.


(ii)          Claims, together with reasonable incidental
expenses, based upon the liabilities of Subcontractor to third parties arising
out of the performance of this Agreement, that are not known to Subcontractor
on the date of execution of the release, and of which Subcontractor gives
notice in writing to Contractor not more than one year after the date of the
release or the date of any notice to Subcontractor that Contractor is prepared
to make final payment, whichever is earlier.


 


ARTICLE 8.  DELIVERY


 


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


 


ARTICLE 9.  INSPECTION


 


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


 


ARTICLE 10.  ACCEPTANCE


 


Acceptance
of any part of this Subcontract shall not bind Contractor to accept future
performance of services, and shall not be deemed to be a waiver of Contractor’s
rights to cancel services because of failure to conform to the Subcontract, or
other breach of warranty, or to make any claim for damages, including loss of
profits, injury to reputation or other special, consequential and incidental
damages.


 


ARTICLE 11.  WARRANTY


 


Subcontractor
warrants that any service performed hereunder shall be performed in accordance
with the specifications and with that degree of skill and judgment exercised by
recognized professional firms performing services of a similar nature and
consistent with best practices in the industry. 
All representations and warranties of Subcontractor shall run to
Contractor and Contractor’s customers. Remedies under this warranty shall
include, without limitation, at Contractor’s option and at Subcontractor’s sole
expense, re-performance or reimbursement of the applicable Line Item Code
price. The foregoing shall survive any delivery, inspection, acceptance or
payment by Contractor.


 


ARTICLE 12.  COMPLIANCE WITH LAWS


 


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


 


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ARTICLE 13. 
COMMUNICATIONS


 


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


 


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


 


ARTICLE 14.  NOTICES AND ADMINISTRATION


 


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


 


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


 


Mr. Curt Hull

General Manager

The S.M. Stoller Corporation

990 S. Public Road, Suite A

Lafayette, CO  80026

(303) 546-4314 phone

(303) 443-1408 fax

chull@stoller.com


 


B.             Contractual
documents to Contractor are to be addressed to:


 


Ms. Claire Neville

Contract Administrator

The S.M. Stoller Corporation

990 S. Public Road, Suite A

Lafayette, CO  80026

(303) 546-4414 phone

(303) 443-1408 fax

cneville@stoller.com


 


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


 


Virgene Ideker Mulligan

Kaiser Analytical Management Services, Inc.

12303 Airport Way

Broomfield, CO 80021

720-889-2773 phone

720-889-2775 fax


 


D.            Contractual documents
to Subcontractor are to be addressed to:


 


Douglas W. McMinn

Kaiser Group Holdings, Inc.

12303 Airport Way, Suite 125

Broomfield, CO 80021

703-934-3655 phone

703-934-3029 fax

dmcminn@kaisergroup.com email


 


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ARTICLE 15.  LOWER-TIER SUBCONTRACTS


 


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


 


ARTICLE 16. 
INSURANCE


 


In
accordance with subparts (a) and (b) below, Subcontractor agrees to provide
Certificates of Insurance evidencing that the required insurance coverages are
in force and providing not less than 30 days notice prior to any cancellation
or restrictive modification of the policies. 
Further, the required insurance coverages below shall be primary and
non-contributing with respect to any other insurance that my be maintained by
Contractor.  The below required coverages
and their limits in no way lessen nor affect Subcontractor’s other obligations
or liabilities set forth in this Subcontract.


 


A.           To the extent that Subcontractor is
performing services under this Subcontract, Contractor agrees to purchase and
maintain at its own expense the following insurance coverages with minimum
limits as stated:


 


(i)                                     Statutory Worker’s Compensation and
Employer’s Liability in an amount no less than $1 Million per occurrence
covering its employees, including a waiver of subrogation obtained from the
carrier in favor of Contractor.


(ii)                                  Commercial General Liability in an
amount no less than $1 Million per occurrence and $2 Million in the aggregate
covering bodily injury, broad form property damage, personal injury, products
and completed operations, contractual liability, and independent contractor’s
liability. Subcontractor, its officers and employees shall be included, as
Additional Insureds and a waiver of subrogation shall be obtained from the
carrier in favor of the Contractor.


(iii)                               Automobile liability in an amount no
less than $1 Million Combined Single Limit for Bodily Injury covering use of
all owned, non-owned, and hired vehicles. 
Contractor, its officers and employees shall be included as Additional
Insureds on the policy;


(iv)                              Professional liability in an amount no
less than $1 Million per occurrence covering damages caused by any acts,
errors, and omissions arising out of the professional services performed by
Subcontractor, or any person for whom the Subcontractor is legally liable.  To the extent that coverage for
Subcontractor’s services are not excluded in (ii) above by virtue of being
deemed not of a professional nature, this requirement does not apply.


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


 


ARTICLE 17. 
ADVERTISING


 


Subcontractor and its lower-tier subcontractors shall not publish
photographs or articles, give press releases or make statements of any sort
about, or otherwise publicize the existence of or scope of this Agreement, or
any generalities or details about the work relating to this Agreement, without
first obtaining Contractor’s written consent. 
Contractor’s consent shall be given only upon written approval by Prime.


 


ARTICLE 18. 
TAXES


 


The prices in this Agreement include all applicable federal, state, and
local taxes.  Except for any taxes, which
are subject to reimbursement pursuant to Article 4, Subcontractor shall
indemnify Contractor against all liability for all taxes that are imposed on,
or with respect to, or are measured by amounts associated with the work
furnished hereunder, and the wages, salaries, and other remuneration’s paid
persons employed in connection with the performance of this Agreement.


 


ARTICLE 19.  RECORDS AND AUDITING


 


A.           Subcontractor
shall maintain such books, records, and accounts as are necessary for proper
financial management of the work.  These
shall be set up and maintained in accordance with generally accepted accounting
principles and practices consistently applied. 
These systems, and the procedures associated therewith, shall be subject
to examination by the DOE or Prime during normal business hours and upon
reasonable notice.


 


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


C.             The DOE or Prime shall have access, at all
reasonable times during the term of this Agreement and for three years
following completion or termination, to Subcontractor’s books, records, and
accounts pertaining to the work performed under this Agreement for inspection
and audit.


 


ARTICLE 20.  NONSOLICITATION


 


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


 


ARTICLE 21.  DEFAULT AND REMEDY


 


In the event of:  (a) any breach
by Subcontractor of any provisions of this Agreement which Subcontractor fails
to remedy within ten (10) days after receipt of notice thereof from Contractor
or, if the breach cannot reasonably be remedied within ten (10) days,
Subcontractor fails immediately to commence and promptly to complete the
remedying thereof or (b) any initiation by or against Subcontractor of any
bankruptcy, insolvency, receivership, or similar proceedings, Contractor shall
send a written request to KGH requesting a meeting with senior management of
KGH to discuss the breach and negotiate a mutually plan of action to remedy the
breach.  If Contractor and KGH are unable
to agree upon such a plan within thirty (30) days after Contractor requests
such meeting, Contractor has the right, in addition to other rights or remedies
it may have hereunder or by law, to terminate Subcontractor’s right to proceed
with the performance of this Agreement, by giving notice to Subcontractor and,
by itself or its nominee, to take over and complete such performance.  In such a case, Contractor will pay Subcontractor,
in full satisfaction of its obligations to Subcontractor, for (a) all work
furnished prior to termination and (b) all other costs reasonably incurred by
Subcontractor and approved by Contractor as a result of termination (including
reasonable costs of personnel and office demobilization), less the aggregate
amount of all payments previously made by Contractor to Subcontractor
hereunder.


 


ARTICLE 22.  EXCUSED NON-PERFORMANCE


 


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


 


ARTICLE 23. 
CHANGES 


 


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


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


C.             Any claim by Subcontractor for adjustment
under these paragraphs shall be asserted in writing to Contractor within
fifteen (15) working days from the date of receipt by Subcontractor of the
change order.  Contractor shall respond
in writing within ten (10) days to acknowledge receipt of such a claim.


 


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


 


A.           Contractor may terminate, suspend, or extend
all or any part of the work upon delivery of written letter of instruction to
Subcontractor.  Subcontractor, upon
receiving such notice, shall terminate, suspend, or extend performance of the
work as directed therein.  In the event
of suspension or extension, Subcontractor shall resume performance of the work
when so notified by Contractor. 
Notwithstanding anything in this Subcontract to the contrary, Contractor
shall


 


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not be entitled to terminate this Subcontractor in whole or in part for
convenience (or reduce the work to be performed by Subcontractor hereunder by a
change order or otherwise) unless the Prime has terminated the prime
contractor, in whole or part, or has reduced or eliminated from the prime
contract the work to be performed by the Subcontractor under this Subcontract.


B.             In case of such suspension or extension,
Contractor will reimburse and compensate Subcontractor in accordance with
Article 4 for any work furnished during the suspension or extension and
when reactivating the services at the end of the suspension or extension
provided, however, that such work shall be limited to that reasonably and necessarily
required by Subcontractor and requested or approved by Contractor.


C.             In case of termination, Contractor shall
reimburse Subcontractor for all work performed prior to termination and any
costs reasonably incurred by Subcontractor and approved by Contractor, as set
forth in ARTICLE 23.


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


 


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


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


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


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


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


 


E.              For subcontracts assigned to Contractor
pursuant to this article, Contractor will assume all outstanding contractual
obligations of Subcontractor to third parties from the date of termination and
will assume responsibility for and take possession of all work, material, and
equipment pertaining thereto.


 


ARTICLE 25. 
DISPUTES


 


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


 


ARTICLE 26. 
WAIVER


 


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


 


ARTICLE 27. 
ASSIGNMENT


 


Except as otherwise provided herein, neither this Agreement nor any
claim against either party arising directly or indirectly out of or in
connection with this Agreement shall be assignable or transferable by either
party or by operation of law, without the prior written consent of the
other.  Notwithstanding the foregoing,
KGH shall have the right to assign this Subcontract to its affiliate, Kaiser
Analytical Management Services, Inc.


 


 ARTICLE 28.  PATENTS AND INVENTIONS


 


A.           It is mutually agreed that neither
Contractor nor Subcontractor shall acquire directly or by implication any
rights in the patents and inventions of the other party hereto.


 


10
















 


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


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


D.            With respect to each joint invention, the
party which elects to file a patent application in the United States shall have
the first right of election to file corresponding patent applications in
foreign countries.  Within a six-month
period commencing from the date a corresponding U.S. application is filed, such
party shall notify the other party of those foreign countries, if any, in which
it elects to file corresponding patent applications.  After said six-month period, the other party
shall have the right to file patent applications in all foreign countries not
elected and designated for filing by said party.


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


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


 


ARTICLE 29.  COPYRIGHTS AND DATA


 


A.           It is mutually agreed that neither
Contractor nor Subcontractor shall acquire directly or by implication any
rights in the data and copyrights of the other, including, but not limited to,
copyrights in works of authorship, including software, firmware or other forms
of computer programs.


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


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


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


 


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


 


11
















 


ARTICLE 30.  INDEMNIFICATION


 


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


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


 


ARTICLE 31. 
INFRINGEMENT INDEMNITIES


 


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


 


ARTICLE 32. 
NON-WAIVER OF RIGHTS


 


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


 


ARTICLE 33.  INDEPENDENT CONTRACTOR


 


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


 


ARTICLE 34. 
GOVERNING LAW


 


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


 


ARTICLE 35.  COMPLETE AGREEMENT


 


This Agreement, including all documents incorporated herein by
reference, shall constitute the entire agreement and understanding between the
parties hereto and shall supersede and replace any and all prior or contemporaneous
representations, agreements or understandings of any kind, whether written or
oral, relating to the subject matter hereof.


 


ARTICLE 36.  ORDER OF PRECEDENCE


 


In the event of an inconsistency or conflict between provisions of this
Subcontract, the inconsistency or conflict shall be resolved by giving
precedence in the following order:


 


1. Subcontract Terms and Conditions and Exhibits thereto


2. Specifications and/or drawings


3. Other provisions when attached


 


12
















 


ARTICLE 37.  SUBCONTRACTOR PREQUALIFICATION


 


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


 


ARTICLE 38.  ATTACHMENTS and EXHIBITS


 


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


 


Attachment A – Scope of Work


Attachment B – Left Blank Intentionally


Exhibit C – Representation and Certifications


Exhibit D – Health and Safety Worksheet


Exhibit E – General Provisions


Exhibit F – Special Provisions


 


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


 


	
  KAISER GROUP HOLDINGS, INC.

  	
  THE S.M. STOLLER CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ Douglas W. McMinn

  	
   

  	
  By:

  	
  /s/ Curtis G. Hull

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
    Douglas W. McMinn

  	
   

  	
  Name:

  	
  Curtis G. Hull

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Senior Vice President

  	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
							



 


13
















 


Attachment A


 





 


STATEMENT OF WORK


 


FOR


 


STOLLER ANALYTICAL SERVICES


 


OPERATIONS AND INTEGRATION


 


July 1, 2004


 
















 


TABLE OF CONTENTS


 


	
  Section

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  TABLE OF
  CONTENTS

  	
   

  
	
   

  	
   

  
	
  INTRODUCTION

  	
   

  
	
   

  	
   

  
	
  GENERAL
  BACKGROUND

  	
   

  
	
   

  	
   

  
	
  SCOPE

  	
   

  
	
   

  	
   

  
	
  1.0

  	
  ORGANIZATION
  AND KEY PERSONNEL REQUIREMENTS

  	
   

  
	
  1.1

  	
  Organization

  	
   

  
	
  1.2

  	
  Key
  Personnel

  	
   

  
	
  1.2.1

  	
  Chief Operating Officer

  	
   

  
	
  1.2.2

  	
  Deputy Chief Operating
  Officer

  	
   

  
	
  1.2.3

  	
  Data Management Administrator

  	
   

  
	
  1.2.4

  	
  Technical Lead
  Administrator

  	
   

  
	
  1.3

  	
  Other Organizational Areas

  	
   

  
	
  1.3.1

  	
  Contractor Technical
  Representatives

  	
   

  
	
  1.3.2

  	
  Records Management

  	
   

  
	
  1.3.3

  	
  Data Management

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT B: GENERAL
  REQUIREMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  1.0

  	
  KEY
  PERSONNEL

  	
   

  
	
  2.0

  	
  MEETINGS

  	
   

  
	
  3.0

  	
  AUDITS

  	
   

  
	
  4.0

  	
  SOW MAINTENANCE

  	
   

  
	
  5.0

  	
  WORK
  SCHEDULE

  	
   

  
	
  5.1

  	
  OFF-HOUR AVAILABILITY

  	
   

  
	
  6.0

  	
  EMERGENCY OPERATIONS SUPPORT

  	
   

  
	
  7.0

  	
  ACTIVITIES NOT COVERED BY UNIT
  PRICING

  	
   

  
	
  7.1

  	
  SOW MANAGEMENT

  	
   

  
	
  7.1.1

  	
  SOW
  Development

  	
   

  
	
  7.1.2

  	
  SOW
  Changes

  	
   

  
	
  7.2

  	
  Rocky Flats Contract
  Closure Activities

  	
   

  
	
  7.3

  	
  Long Term Stewardship
  Support and Transition

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT C: Evidentiary Requirements

  	
   

  
	
   

  	
   

  	
   

  
	
  1.0

  	
  QUALITY ASSURANCE PROGRAM

  	
   

  
	
  2.0

  	
  DATA MANAGEMENT

  	
   

  
	
  3.0

  	
  HEALTH AND
  SAFETY REQUIREMENTS

  	
   

  



 


2
















 


INTRODUCTION


 


This Statement of Work (SOW) describes the technical
services required to provide operation and management support to SM Stoller
Corporation for centralized management of full service analytical support
capabilities.


 


GENERAL
BACKGROUND


 


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


 


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


 


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


 


SCOPE


 


Personnel will be provided by KGHI to support the
Stoller Centralized Analytical Services Organization.  The primary functions supported by KGHI
include:


 


•                  Chief Operating Officer of Analytical Services


•                  Sample Planning and Technical Consultation


•                  Contract Technical Oversight


•                  Data Management 


•                  Records Management


•                  Quality Oversight


 


A brief description of each of the primary functions
is provided below.


 


3
















 


Chief
Operating Officer of Analytical Services


 


Provides oversight for
day-to-day operational management of KGH and oversight of Stoller Centralized
Analytical Services activities to ensure services are fully integrated for an
accurate, safe, and cost effective operation to secure quality data and reduce
liability to the customer.


 


Planning
and Technical Consultation Services


 


Provides technical
support during the development and implementation of sampling and analysis
plans, schedules sampling events, coordinates radiological screening and
laboratory resources, initiates work requests through software tracking
applications, generates and processes paperwork, tracks sample data through
report delivery, performs preliminary data assessment, and resolves technical
issues with the customer and laboratories. 
Subject matter expertise is provided in the areas of chemical,
industrial hygiene, biota, microbiology, geotechnical, bioassay and
radiochemical analysis. 


 


Contract
Technical Oversight


 


Provides technical
oversight of contracts with commercial laboratories and vendors.  All contracts are procured, maintained and
approved for according to Stoller and specific site Procurement Quality
Assurance Evaluated Suppliers List (ESL) prior to use.  


 


Data
Management Services


 


Provides accurate and
cost effective analytical results to the customer through electronic data
receipt, data processing and tracking, and database storage.  Services include database applications, web
based services, programming support, and data system operations and maintenance
that allow ease of sample and data tracking, data distribution, data retrieval,
data archiving, and automated vendor payment.  



 


Records
Management Services


 


Provides services to
receive, track, manage, and archive analytical records in compliance with
Federal Records Management Regulations including data entry, document receipt
and distribution, document storage and archiving, and document retrieval. 


 


Quality
System Management


 


Provides quality
oversight to all aspects of Analytical Services. This includes oversight of
data assessment services, participation in commercial and onsite laboratory
audits, procurement quality assessment, and the continual assessment and
improvement of the quality systems required by the customer and regulators. 


 


4
















 


EXHIBIT
A:


 


SUMMARY
OF REQUIREMENTS


 


1.0                               ORGANIZATION AND KEY PERSONNEL
REQUIREMENTS


 


1.1                               Organization


 


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


 


1.2                               KEY PERSONNEL


 


1.2.1                     Chief Operating Officer


 


Name:               Virgene Ideker Mulligan


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


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


Experience:                                    Manager
of the Kaiser-Hill Analytical Services division for over seven years.  Responsible for organizational structure that
has been recognized by the Department of Energy as a model for the
complex.  DOECAP qualified lead auditor
with qualifications also in quality assurance, radiochemistry,  materials management and Laboratory
Information Systems.  Technical team lead
for the Integrated Contractor Procurement Team. 
Certified Hazardous Materials Manager. 



 


1.2.2                     Deputy Chief Operating Officer


 


Name:               Edward A. Brovsky


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


Education:  Bachelor’s Degree in Chemistry.


Experience:                                    Deputy
manager of Kaiser-Hill Analytical Services Division for over seven years.  Responsible for Statement of Work development
and maintenance, Quality Oversight, and covering for the ASD manager in her
absence.  Previous experience includes
chemist responsibilities in the Rocky Flats laboratory system and management of
sampling operations.  Certified DOECAP
Quality Assurance auditor.


 


1.2.3                     Data Management Administrator


 


Name:  Mark Wood


Responsibility:  Oversight of all Data Management Activities
including the Analytical Services Management System (ASMS), Geographical
Information System (GIS), , web based services, electronic image and data
receipt


Education:


Experience:  Data Management Administrator for the KH
Analytical Services Division since 2000. 
Previous experience includes project management of significant
environmental cleanup projects.


 


5
















 


1.2.4                     Technical Lead Administrator


 


Name:  Shelly Johnsen


Responsibility:  Oversight of team responsible for planning
and technical consulting activities.


Education:  Bachelor’s degree in Chemistry and Biology


Experience:  Project Lead for the Kaiser-Hill Analytical
Services Division since 2000.  Previous
experience includes data validation and laboratory bench chemistry.  Certified DOECAP auditor for inorganic and
organic chemistry.


 


1.3                               OTHER ORGANIZATIONAL AREAS


 


1.3.1                     Contractor Technical Representatives


 


Responsibility:   The direct
contact with the laboratory for all technical issues.  Duties include technical guidance, invoice
approval, performance assessment, purchase order development, task order
development, and monitoring nonconformances.


 


1.3.2                     Records Management


 


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


 


1.3.3                     Data Management


 


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


 


6
















 


EXHIBIT B:


 


GENERAL
REQUIREMENTS


 


1.0                               KEY PERSONNEL


 


KGHI shall ensure that
sufficient personnel are maintained to meet all requirements. KGHI shall notify
Stoller in writing of any proposed changes to Key Personnel.  


 


2.0                               MEETINGS


 


•                  KGHI personnel
shall attend and conduct meetings as required to ensure applicable information
is disseminated to every employee.  


•                  A Biweekly
Analytical Services Management & Integration Staff Meeting shall be held to
address issues and to disseminate relevant information. 


•                  Biweekly
functional area meetings shall be held to address issues within the specific
area and to maintain cost efficient quality service to the customer.


 


3.0                               AUDITS


 


KGHI personnel shall conduct internal and external
audits on laboratories and vendors. 
These audits will be conducted in conjunction with the Department of
Energy Consolidated Audit Program (DOECAP) or through the KGHI audit
program.  KGHI shall participate in the
following audits:


 


•                      DOECAP LABORATORY ASSESSMENTS


•                      PRE-CONTRACT AWARD AUDITS


•                      POST CONTRACT CLOSURE AUDITS


•                      SURVEILLANCE AUDITS OF LABORATORIES AND VENDORS NOT
INCLUDED IN THE DOECAP


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


 


Post contract closure audits shall be conducted when a
laboratory or vendor’s services are no longer needed in support of the
Site.  


 


4.0                               SOW
MAINTENANCE


 


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


 


SOWs shall be revision
controlled to establish a chronological history of how data or services were
performed.  All active or superceded SOWs
shall be maintained and archived as quality documents. 


 


5.0                               WORK SCHEDULE


 


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


 


5.1                               OFF-HOUR
AVAILABILITY


 


KGHI shall provide personnel to support activities identified in this
SOW during non-working hours when Site work activities extend past normal work
schedules, when the Site moves to a 7 day/week operation, or when emergency
situations occur


 


7
















 


6.0                               EMERGENCY
OPERATIONS SUPPORT



 


KGHI shall provide a
representative for the Environmental position in the Hazards Action Center
(HAC) for the Emergency Operations Center. 
In addition, KGHI shall provide representatives to the Environmental
Functional Work Center (FWC) for emergency operations.  The HAC representative shall serve one time
per month.  The FWC will be covered every
week.


 


7.0                               ACTIVITIES
NOT COVERED BY
UNIT PRICING


 


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


 


Activities not covered by the unit pricing include but
are not limited to:


 


7.1                               SOW MANAGEMENT


 


KGHI shall be responsible
for the development and maintenance of all SOWs applicable to the Stoller
Centralized Analytical Services Division. 
SOWs shall be written in a manner that ensures quality service that
meets the analytical needs.


 


7.1.1                     SOW Development


 


Special requests for analyses shall result in the development of new
SOWs or the modification of existing ones. 
KGHI shall provide subject matter expertise in areas of need to develop
a concise set of requirements that results in the generation of high quality
data or services.


 


7.1.2                     SOW Changes


 


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


 


7.2                               Rocky Flats Contract Closure Activities


 


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


 


7.3                               Long Term Stewardship Support and Transition


 


Activities associated with any Long Term Stewardship activities are not
covered by this SOW.  Such activities
will require a task order or contract modification.


 


8
















 


EXHIBIT C:




Evidentiary Requirements


 


1.0                               QUALITY ASSURANCE PROGRAM


 


KGHI will operate under the Stoller Quality Assurance Program.


 


2.0                               DATA
MANAGEMENT


 


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


 


3.0                          HEALTH AND SAFETY REQUIREMENTS


 


Operations performed
under this Subcontract shall be compliant to the Stoller Health & Safety
Plan (HSP).


 


9
















 


Exhibit
C


 


REPRESENTATIONS, CERTIFICATIONS OF OFFERORS


 


Various
statutes and regulations require the Contractor to obtain certain
representations, certifications, and other statements from Offerors in
connection with the award of contracts. To this end, all Offerors submitting a
proposal in response to this solicitation must complete the following
representations/certifications, which are marked with an “ý“.


 


	
  ý

  	
   

  	
  1.

  	
   

  	
  Certification Regarding
  Debarment, Suspension, Proposed Debarment, and Other Responsibility Matters

  	
   

  
	
  ý

  	
   

  	
  2.

  	
   

  	
  Small
  Business Program Representations

  	
   

  
	
  o

  	
   

  	
  3.

  	
   

  	
  Equal Low
  Bids

  	
   

  
	
  ý

  	
   

  	
  4.

  	
   

  	
  Certification
  of Non-segregated Facilities

  	
   

  
	
  ý

  	
   

  	
  5.

  	
   

  	
  Previous
  Contracts and Compliance Reports

  	
   

  
	
  ý

  	
   

  	
  6.

  	
   

  	
  Certification
  and Disclosure Regarding Payments to Influence Certain Federal Transactions

  	
   

  
	
  o

  	
   

  	
  7.

  	
   

  	
  Foreign
  Ownership, Control, or Influence Over Contractor

  	
   

  
	
  o

  	
   

  	
  8.

  	
   

  	
  Organizational
  Conflicts of Interest - Disclosure

  	
   

  
	
  ý

  	
   

  	
  9.

  	
   

  	
  Affirmative
  Action Compliance

  	
   

  
	
  o

  	
   

  	
  10.

  	
   

  	
  Exemption from Application
  of Service Contract Act Provisions for Contracts for Maintenance,
  Calibration, and/or Repair of Certain Information Technology, Scientific and
  Medical and/or Office and Business Equipment Contractor Certification

  	
   

  
	
  ý

  	
   

  	
  11.

  	
   

  	
  Clean Air and Water
  Certification

  	
   

  
	
  ý

  	
   

  	
  12.

  	
   

  	
  Agreements
  Regarding Workplace Substance Abuse programs at DOE Facilities

  	
   

  
	
  ý

  	
   

  	
  13.

  	
   

  	
  Certification of Toxic
  Chemical Release Reporting

  	
   

  
	
  ý

  	
   

  	
  14.

  	
   

  	
  Cost
  Accounting Standards, Notices, and Certification

  	
   

  
	
  o

  	
   

  	
  15.

  	
   

  	
  Royalty
  Information

  	
   

  
	
  ý

  	
   

  	
  16.

  	
   

  	
  Authorized Negotiators

  	
   

  
	
  ý

  	
   

  	
  17.

  	
   

  	
  Taxpayer
  Identification

  	
   

  
	
  ý

  	
   

  	
  18.

  	
   

  	
  Compliance
  with Veterans Employment Reporting Requirements

  	
   

  



 


2
















 


REPRESENTATIVES, CERTIFICATIONS, ANF OTHER STATEMENTS


OF OFFERORS


 


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


 


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


 


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


 


(A)                              Are o are
not ý presently debarred, suspended, proposed for
debarment, or declared ineligible for the award of contracts by any Federal
agency.


 


(B)                                Have o have
not ý, within a 3-year period preceding this offer,
been convicted of or had a civil judgment rendered against them for: commission
of fraud or a criminal offence in connection with obtaining, attempting to
obtain, or performing a public (Federal, state or local) contract or
subcontract; violation of Federal or state antitrust statutes relating to the
submission of offers; or commission of embezzlement, theft, forgery, bribery,
falsification or destruction of records, making false statements, tax evasion,
or receiving stolen property; and 


 


(C)                                Are o are
not ý presently indicated for, or otherwise
criminally or civilly charged by a government entity with, commission of any of
the offenses enumerated in subdivision (a)(1)(i)(B) of this provision.


 


(ii)                                  The Offeror has o has
not ý, within a 3-year period preceding this offer,
had one of more contracts terminated for default by any Federal agency.


 


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


 


This
certification concerns a matter within the jurisdiction of an agency of the
United Stated and the making of a false, fictitious, or fraudulent
certification may render the maker subject to prosecution under
section 1001, title 18, United States Code.


 


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


 


4.                                       A certification that any of the items in
paragraph (a) of this provision exists will not necessarily result in
withholding of an award under this solicitation. However, the certification
will be considered in connection with a determination of the Offeror’s
responsibility. Failure of the Offeror to furnish a certification or provide
such additional information as requested by the Contracting Officer may render
the Offeror non-responsible.


 


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


 


6.                                       The certification in paragraph (a) of this
provision is a material representation of fact upon which reliance was placed
when making award. If it is later determined that the Offeror knowingly
rendered an erroneous certification, in addition to other remedies available to
the Government, the Contracting Officer may terminate the contract resulting
from this solicitation for default.


 


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


 


The
North American Industry Classification System (NAICS) code for this acquisition
is 541990. The small business size
standard is $6.0 million.


 


The
small business size standard for a concern which submits an offer in its own
name, other than on a construction or service contract, but which proposes to
furnish a product which it did not itself manufacture, is 500 employees.


 


3
















 


Representations.


 


(1)                                  The Offeror represents as part of its offer
that it o is, ý is not
a small business concern.


 


(2)                                  (Complete only if the Offeror represented
itself as a small business concern in paragraph (b)(1) of this provision.) The
Offeror represents, for general statistical purposes, that it o is, o is
not, a small disadvantage business concern as defined in 13 CRF 124.1002.


 


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


 


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


 


(i)                                     It o is, o is not a HUBZone small business concern
listed, on the date of this representation, on the List of Qualified HUBZone
Small Business Concerns maintained by the Small Business Administration, and no
material change in ownership and control, principal office, or HUBZone employee
percentage has occurred since it was certified by the Small Business
Administration in accordance with 13 CFR Part 126; and


 


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


 


Definitions.


 


‘Small
Business Concern,” as used in this provision, means a concern, including its
affiliates, that is independently owned and operated, not dominant in the field
of operation in which it is bidding on Government contracts, and qualified as a
small business under the criteria in 13 CFR Part 121 and the size standard in
paragraph (a) of this provision.


 


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


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


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


 


Notice.


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


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


 


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


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


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


 


3.                                      EQUAL
LOW BIDS (OCT 1995) (FAR 52.219-2)


 


Not
Applicable.


 


4.                                      CERTIFICATION
OF NON-SEGREGATED FACILITIES (APR 1984) (FAR 52.222-21)


 


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


 


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


 


4
















 


The
Offeror further agrees that (except where it had obtained identical
certifications from proposed subcontractors for specific time periods) it will
–


 


(1)                                  Obtain identical certifications from proposed
subcontractors before the award of subcontracts under which the Subcontractors
will be subject to the Equal Opportunity clause;


 


(2)                                  Retain the certifications in the files; and


 


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


 


NOTICE
TO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENT FOR CERTIFICATIONS OF
NON-SEGREGATED FACILITIES.


 


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


 


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


 


5.                                      PREVIOUS
CONTRACTS AND COMPLIANCE REPORTS (APR 1984) (FAR 52.222-22)


 


The
Offeror represents that


 


(a)
it o has, ý has
not participated in a previous contract or subcontract subject to the Equal
Opportunity clause of this solicitation, the clause originally contained in
Section 310 of Executive Order No. 10925, or the clause contained in
Section 201 of Executive Order No. 1114;


 


(b)
it o has, ý has
not, filed all required compliance reports; and


 


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


 


6.                                      CERTIFICATIONS
AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (APR 1991) (FAR
52.203-11)


(Applicable
if offer exceeds $100,000)


 


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


 


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


 


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


 


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


 


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


 


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


 


5
















 


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


 


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


 


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


 


Not
Applicable


 


9.                                      AFFIRMATIVE
ACTION COMPLIANCE
(APR 1984) (FAR 52.222-25)


 


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


 


10.                               EXEMPTION
FROM APPLICATION OF
SERVICE CONTRACT ACT PROVISIONS FOR CONTRACTS FOR MAINTENANCE, CALIBRATION,
AND/OR REPAIR OF CERTAIN INFORMATION TECHNOLOGY, SCIENTIFIC AND MEDICAL AND/OR
OFFICE AND BUSINESS EQUIPMENT – CONTRACTOR CERTIFICATION (AUG 1996) (FAR
52.222-48)


 


Not
Applicable


 


11.                               CLEAN
AIR AND WATER CERTIFICATION
(APR 1984) (FAR52.223-1)


 


The
Offeror Certifies that –


 


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


 


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


 


(c)                                  The Offeror will include a certification
substantially the same as this certification, including this paragraph (c), in
every nonexempt subcontract.


 


12.                               AGREEMENT
REGARDING WORKPLACE
SUBSTANCE ABUSE PROGRAMS AT DOE FACILITIES(SEP 1997) (DEAR 970.5204.57)


 


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


 


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


 


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


 


13.                               CERTIFICATION
OF TOXIC CHEMICAL RELEASE
REPORTING. (10/96) FAR 52.223-13


 


CERTIFICATION
OF TOXIC CHEMICAL RELEASE REPROTING (OCT 1996)


 


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


 


(b)                                 By signing this offer, the Offeror certifies
that – 


 


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


 


6
















 


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


 


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


 


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


 


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


 


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


 


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


 


o                                    (v)                                 The facility is not located within any State
of the United States, the District of Columbia, the Commonwealth of Puerto
Rico, Guam, American Soma, the United States Virgin Islands, the Northern
Mariana Islands, or any other territory or possession over which the United
States has jurisdiction.


 


14.                               COST
ACCOUNTING STANDARDS
NOTICES AND CERTIFICATION (APR 1998) (FAR 52.230-1)


 


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


 


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


 


I.                                         DISCLOSURE STATEMENT – COST ACCOUNTING
PRACTICES AND CERTIFICATION


 


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


 


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


 


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


 


(c)                                  Check the appropriate box below:


 


o                                    (1)                                  Certificate of Concurrent Submission of Disclosure
Statement.


 


The
Offeror hereby certifies that, as a part of the offer, copies of the Disclosure
Statement have been submitted as follows:


 


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


 


7
















 


(ii)                                  One copy to the cognizant Federal auditor.


(Disclosure
must be Form Number CASB-DS-1 or CASB-DS-2, as applicable. Forms may be
obtained from the cognizant ACO or Federal Official and/or from the loose-leaf
version of the Federal Acquisition Regulation.)


 


Date
of Disclosure Statement:


 


Name
and Address of Cognizant ACO or Federal Official where filed:


 


 


 


The
Offeror further certifies that practices used in estimating costs in pricing
the proposal are consistent with the cost accounting practices disclosed in the
Disclosure Statement.


 


o                                    (2)                                  Certificate of Previously Submitted Disclosure
Statement.


 


The
Offeror hereby certifies that the required Disclosure Statement was filed as
follows:


 


Date
of Disclosure Statement:


 


Name
and Address of Cognizant ACO or Federal Official where filed:


 


 


 


The
Offeror further certifies that practices used in estimating costs in pricing
this proposal are consistent with the cost accounting practices disclosed in
the applicable Disclosure Statement.


 


ý                                    (3)                                  Certificate of Monetary Exemption.


 


The
Offeror hereby certifies that the Offeror, together with all divisions,
subsidiaries, and affiliates under common control, did not receive net awards
of negotiated prime contracts and subcontracts subject to CAS totaling more
than $25 million ( of which at least one award exceeded $1 million) in the cost
accounting period immediately preceding the period in which this proposal was
submitted. The Offeror further certifies that if such status changes before an
award resulting from this proposal, the Offeror will advise the Contracting
Officer immediately.


 


o                                    (4)                                  Certificate of Interim Exemption.


 


The
Offeror hereby certifies that (i) the Offeror first exceeded the monetary
exemption for disclosure, as defined in (3) of this subsection, in the cost
accounting period immediately preceding the period in which this offer was
submitted and (ii) in accordance with 48 CFR, 9903.202-1, the Offeror is not
yet required to submit a Disclosure Statement. The Offeror further certifies
that if an award resulting from this proposal has not been made within ninety
(90) days after the end of that period, the Offeror will immediately submit a
revised certificate to the Contracting Officer, in the form specified under
subparagraph (c)(1) or (c)(2) of Part I of this provision, as appropriate, to
verify submission of a completed Disclosure Statement.


 


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


 


o                                    (5)                                  Certificate of Disclosure Statement Due by
Educational Institution


 


If
the Offeror is an educational institution that, under the transition provisions
of 48CFR 9903.202-1 (f), is or will be required to submit a Disclosure
Statement after receipt of this award, the Offeror hereby certifies that (check
one and complete):


 


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


 


8
















 


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


 


Name
and Address of cognizant ACO or Federal official where Disclosure Statement is
to be filed:


 


 


 


II.                                     Cost Accounting Standards – Eligibility for
Modified Contract Coverage


 


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


 


ý The Offeror hereby claims an exemption from
the Cost Accounting Standards clause under the provisions of 48 CFR
9903.201-2(b) and certifies that the Offeror is eligible for use of the
Disclosure and Consistency of Cost Accounting Practices clause because during
the cost accounting period immediately preceding the period in which this
proposal was submitted, the Offeror received less than $25 million in awards of
CAS covered prime contracts and subcontracts, or the Offeror did not receive a
single CAS-covered award exceeding $1 million. The Offeror further certifies
that if such status changes before an award resulting from this proposal, the
Offeror will advise the Contracting Officer immediately.


 


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


 


III.                                 Additional Cost Accounting Standards
Applicable to Existing Contracts


 


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


 


o Yes             ý  No


 


15.                               ROYALTY
INFORMATION. (4/84) (FAR 52.227-6)


 


Not
Applicable


 


16.                               AUTHORIZED NEGOTIATORS


 


The
Offeror or quoter represents that the following persons are authorized to
negotiate on its behalf with the Contractor in connection with this request for
proposals or quotations. List name(s), title(s), and telephone number(s) of the
authorized negotiator(s)


 


	
  Douglas
  W. McMinn

  	
   

  	
  703-934-3655

  	
   

  
	
  Name

  	
   

  	
  Telephone
  No.

  
	
   

  	
   

  	
   

  
	
  CEO

  	
   

  	
   

  
	
  Title

  	
   

  	
   

  



 


17.                               TAXPAYER
IDENTIFICATION


 


Definitions.


 


“Common
parent,” as used in this solicitation provision, means that a corporate entity
that owns or controls an affiliated group of corporations that files its
Federal Income tax returns on a consolidated basis, and of which the Offeror is
a member.


 


“Corporate
status” as used in this solicitation provision, means a designation as to
whether the Offeror is a corporate entity, an unincorporated entity (e.g. sole
proprietorship or partnership), or a corporation providing medical and health
care services.


 


“Taxpayer
Identification Number (TIN)”, as used in this solicitation provision, means the
number required by the IRS to be used by the Offeror in reporting income tax
and other returns.


 


9
















 


All
Offerors are required to submit the information required in below in order to
comply with reporting requirements of 26 U.S.C. 6041, 6041A, and 6050M and
implementing regulations issued by the Internal Revenue Service (IRS). If the
resulting subcontract is subject to reporting requirements described in FAR
4.903 the failure or refusal by the Offeror to furnish the information may
result in a 31% reduction of payments otherwise due under the subcontract.


 


(a)                                  Taxpayer Identification Number (TIN).


ý TIN 68-058 4637


o TIN has been applied for.


o TIN is not required because:


 


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


o Offeror is an agency or instrumentality of a
foreign government;


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


o Other. State basis 


 


(b)                                 Corporate Status.


o Corporation providing medical and health care
services, or engaged in the billing and collecting of payments for such
services.


ý Other corporate entity.


o Not a corporate entity.


o Sole proprietorship.


o Partnership.


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


 


(c)                                  Common Parent.


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


ý Name and TIN of common parent.


	
  Name
  KAISER GROUP HOLDINGS, INC.

  	
   

  
	
  TIN
  54-2014870

  	
   

  
			



 


18.                               “COMPLIANE
WITH VETERANS EMPLOYMENT REPORTING REQUIREMENTS (APPLICABLE IF THIS SUBCONTRACT
WILL NOT EXCEED $25,000 IN
VALUE)


 


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


 


An
Offeror who checks “has not” may not be awarded a contract until the required
reports are filed. ( 31 U.S.C. 1354)


 


10
















 


Signature/Certification


 


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


 


 


	
  /s/
  DOUGLAS W. MCMINN

  	
   

  	
  7-21-04

  	
   

  
	
  Signature
  of the Offeror or Employee

  	
  Date
  of Execution

  
	
  Responsible
  for the Offer/Offeror

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  DOUGLAS
  W. MCMINN

  	
   

  	
   

  
	
  Typed/Printed
  and Title of the Officer or Employee Signing Above

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  KAISER
  ANALYTICAL MANAGEMENT SERVICES, INC.

  	
   

  	
   

  
	
  Name
  of Offeror

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  12303
  AIRPORT WAY, SUITE 125

  	
   

  
	
  BROOMFIELD,
  COLORADO 80021

  	
   

  	
   

  
	
  Address

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Solicitation
  KH 020510

  	
   

  
							



 


11
















 


Exhibit D


 


SUBCONTRACTOR SAFETY AND HEALTH WORKSHEET


 


NOTE:            An
asterisk* denotes that an attachment (when applicable) is required for this
item and must be submitted.  If an item
is “not applicable”, please annotate with “N/A” and provide an explanation in
the appropriate section below or submit as an attachment on a separate
sheet of paper.  Failure to
provide information, attachments, or explanations can delay or prevent contract
award.


 


COMPANY:  
Kaiser Analytical Management Services, Inc.


 


MAIN STANDARD INDUSTRIAL CLASSIFICATION (SIC) NUMBER:    541990


 


	
  AVERAGE # OF EMPLOYEES (Last 3 complete
  years):

  	
   

  	
  New company / No history

  
	
   

  	
   

  	
  Formed in April 2004

  



 


	
  Year:

  	
   

  	
  Year:

  	
   

  	
  Year:

  	
   

  



 


WORKERS COMPENSATION EXPERIENCE MODIFICATION RATE


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


 


	
  New company / No history

  	
   

  
	
   

  	
  3 Year Average

  



 


	
  Year:

  	
   

  	
  Year:

  	
   

  	
  Year:

  	
   

  



 


BUREAU OF LABOR STATISTICS (BLS) LOG AND SUMMARY OF OCCUPATIONAL
INJURIES AND ILLNESSES (OSHA NO. 200)


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


 


	
  Year

  	
   

  	
  Total Hours

  Worked

  	
   

  	
  # of Recordable Cases (Sum

  of OSHA 200 Column A)

  	
   

  	
  Incidence

  Rate

  	
   

  	
  # of Day Away from Work

  Cases (Sum of OSHA 200\

  columns 3 & 10)

  	
   

  	
  Incidence

  Rate

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  N/A

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


OSHA CITATIONS


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


 


Yes o                           No ý


 


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


 


WRITTEN SAFETY AND HEALTH PROGRAM


Does your company have a comprehensive written safety and health
program*?


 


Yes o                           No ý


 


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


 


CERTIFICATION


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


 


	
  Print Name:

  	
   

  	
    Douglas W. McMinn

  	
   

  	
  Title:

  	
    CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
  /s/ Douglas W. McMinn

  	
   

  	
  Date:   7-15-04