exv10w2






Exhibit 10.2




			
	 	 	 
	
	 	CONTRACT SIGNATURE DOCUMENT (AGENCY)

Contract No.:A1PH-40-K101





Confidential Treatment has been requested for the redacted portions. The confidential redacted
portions have been filed separately with the Securities and Exchange Commission. Asterisks denote
such redactions.




     THIS CONTRACT IS entered into, effective as of April 24, 2008, by and between USEC Inc.
(hereinafter referred to as “Owner” or “Client”), acting through Owner’s Agent, Fluor Enterprises,
Inc. (hereinafter referred to as “Company” or “Buyer”), whose address is:



	 	 	 
	Company Address:	 	Owner Address:
	Fluor Enterprises, Inc.

	 	USEC Inc.
	100 Fluor Daniel Drive

	 	PO Box 628
	Greenville, SC 29607

	 	3930 US Rt 23S
	 

	 	Piketon, OH 45661





and Teledyne Brown Engineering, Inc. (hereinafter referred to as “Contractor”, “Seller”,
“Supplier”, “Vendor”, or “Offeror”), whose address is:



Teledyne Brown Engineering, Inc.

Cummings Research Park

300 Sparkman Drive, NW

PO Box 07007

Huntsville, AL 35807-7007




      TAX ID: 52-2195609




     Hereinafter, both Company and Contractor referred to individually as “Party” or collectively
as “Parties”.



     In consideration of the agreements herein contained, the Parties hereto contract and agree as
follows:



     Article 1.0 CONTRACT DOCUMENTS. This Contract and agreement shall consist of this Signature
Document and the following documents, and the attachments, exhibits, drawings, specifications and
documents referred to therein, all of which by this reference are incorporated herein and made a
part of this Contract.


PART I  —  SCOPE OF WORK

PART II  —  COMMERCIAL TERMS

PART III  —  GENERAL TERMS



Said Contract sets forth the entire Contract and agreement between the Parties pertaining to said
Work and supersedes all inquiries, proposals, agreements, negotiations and commitments, whether
written or oral, prior to the date of execution of this Contract, pertaining to said Work or this
Contract. The provisions of this Contract may be changed only by a writing executed by the Parties to this Contract. Trade custom and trade usage are superseded by this Contract and shall
not be applicable in the interpretation of performance of this Contract.




     Article 2.0 PRECEDENCE. In cases of express conflict between Parts of the Contract,
attachments, drawings and specifications, the order of precedence shall be as follows:



Contract Management

Page 1 of 3




 









 








			
	 	 	 
	
	 	CONTRACT SIGNATURE DOCUMENT (AGENCY)
Contract No.:A1PH-40-K101







	 	—	 	Signature Document
	 
	 	—	 	Part III
	 
	 	—	 	Part II
	 
	 	—	 	Part I
	 
	 	—	 	Attachments
	 
	 	—	 	Drawings
	 
	 	—	 	Specifications





     In the event of an express conflict between the documents listed above, or between any other
documents, which are a part of the Contract, Contractor shall notify Company immediately and shall
comply with Company’s resolution of the conflict.



     Article 3.0 SCOPE OF WORK. Except as otherwise expressly provided elsewhere in this Contract,
Contractor shall supply all services, things, and items of expense necessary to perform, and shall
perform the following Work:




Unless stated otherwise in this Contract, Contractor shall supply adequate and competent
labor, supervision, tools, equipment, consumable materials, services, testing devices,
warehousing, and items of expense necessary for the fabrication, application, handling,
assembly, testing, evaluation, quality assurance, loading and shipping of 540 Service
Modules.


said Work being more particularly described in Part I, Scope of Work (herein referred to as
“Work”), for or in connection with Owner’s facility, said Work to be performed on a site
(hereinafter referred to as “Fabrication Facility”) to be designated by Contractor at or in the
vicinity of Huntsville, AL.




     Article 4.0 CONTRACT PRICE. Contractor’s full compensation for full and complete performance
by Contractor of all the Work and compliance with all terms and conditions of this Contract shall
be as set forth in Part II, Commercial Terms.



TOTAL ESTIMATED BUT NOT GUARANTEED CONTRACT VALUE: $92,030,970.00




     Article 5.0 SCHEDULE. Contractor shall commence performance of the Work on or about April 24,
2008 and shall complete the Work not later than June 1, 2011.



     Article 6.0 COMMUNICATIONS. All communications pursuant to or in connection with this Contract
shall be identified by Company’s Contract Number and shall be communicated as set forth below:


Contractual Notices. All contractual notices given under this Contract shall be sufficient if in
writing and delivered in person to an authorized person of the Party to be notified, or sent to the
Party to be notified, addressed as set forth below, by registered mail, facsimile or email. Emails
and facsimiles must be confirmed in writing within three (3) days thereafter.




Contract Management

Page 2 of 3














 








			
	 	 	 
	
	 	CONTRACT SIGNATURE DOCUMENT (AGENCY)

Contract No.:A1PH-40-K101





Contractor’s representative, Harry Chaffee, Director — Contracts Administration, is fully
authorized to make commitments for and on behalf of Contractor until such times as the
authorization is withdrawn or until satisfactory conclusion of this Contract.




     Contractual notices to Company shall be addressed to Company’s Home Office Address set forth
herein and marked Attn.: Johnathan Partridge.



     Contractor’s invoices to Company shall be addressed to Company’s Home Office Address set forth
herein and marked Attn.: Beth Coker.



     Company’s Home Office Address:


Fluor Enterprises, Inc.

100 Fluor Daniel Drive

Greenville, SC 29607




     Article 7.0 STATUS OF COMPANY. This Contract is executed by Owner acting through Company for
such purpose. Company shall expressly be the sole and exclusive administrator of this Contract
pursuant to the provisions in this Contract referring to Company. Contractor agrees that Company
shall have no liability for payment of any amounts due to Contractor under this Contract.



     Article 8.0 CAPTIONS. Titles and captions used in this Contract are for convenience only and
shall not be used in the interpretation of any of the provisions of this Contract.



     IN WITNESS WHEREOF, the Parties hereto have executed this Contract on the day and year below
written, but effective as of the day and year first set forth above.



	 	 	 	 	 	 	 	 	 	 	 
	TELEDYNE BROWN ENGINEERING, INC.
 
	 	 	 	FLUOR ENTERPRISES, INC.
 

acting as Agent for and on behalf of Owner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Harry A. Chaffee
	 	 	 	By
	 	/s/ Robert A. Novak	 	 
	 	 	 

(PRINT) Harry A. Chaffee	 	 	 	 	 	 

(PRINT) Robert A. Novak	 	 
	 

	 	Title Director, Contracts Administration
	 	 	 	 	 	Title Sr. Director, Procurement	 	 
	 

	 	Date 5-21-08
	 	 	 	 	 	Date 21 May 2008	 	 






Contract Management

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	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101





Client Name: USEC, Inc.

Project Name: ACP Project




TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE	 	DESCRIPTION	 	PAGE
	 	 	 
	 	 	 	 	 	 	 	 
	1.0	 	DESCRIPTION OF WORK — GENERAL
	 	 	 	 	 	 	2	 
	 	 	 
	 	 	 	 	 	 	 	 
	2.0	 	SPECIFICATIONS, DRAWINGS, ATTACHMENTS AND EXHIBITS
	 	 	 	 	 	 	2	 
	 	 	 
	 	 	 	 	 	 	 	 
	3.0	 	DESCRIPTION OF WORK — SPECIFIC
	 	 	 	 	 	 	12	 
	 	 	 
	 	 	 	 	 	 	 	 
	4.0	 	MATERIAL & PERMANENT EQUIPMENT FURNISHED BY COMPANY
	 	 	 	 	 	 	29	 
	 	 	 
	 	 	 	 	 	 	 	 
	5.0	 	FABRICATION FACILITIES AND UTILITIES
	 	 	 	 	 	 	30	 
	 	 	 
	 	 	 	 	 	 	 	 
	6.0	 	PERFORMANCE SCHEDULE AND SEQUENCE OF WORK
	 	 	 	 	 	 	30	 
	 	 	 
	 	 	 	 	 	 	 	 
	7.0	 	REPORTING REQUIREMENTS AND COORDINATION MEETINGS
	 	 	 	 	 	 	31	 
	 	 	 
	 	 	 	 	 	 	 	 
	8.0	 	DATA REQUIREMENTS
	 	 	 	 	 	 	32	 
	 	 	 
	 	 	 	 	 	 	 	 
	9.0	 	SAFETY AND SECURITY
	 	 	 	 	 	 	33	 
	 	 	 
	 	 	 	 	 	 	 	 
	10.0	 	QUALITY PLAN REQUIREMENTS
	 	 	 	 	 	 	32	 






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	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 







	1.0	 	DESCRIPTION OF WORK — GENERAL
	 
	 	 	Except as otherwise expressly provided herein, Contractor shall supply all adequate and
competent labor, supervision, tools, equipment, consumable materials, services, testing
devices, warehousing, and each and every item of expense necessary for the design,
engineering, fabrication, application, handling, hauling, unloading and receiving, assembly,
testing, evaluation, quality assurance, and loading of Five Hundred Forty (540) Service
Modules (SM) hereinafter called the Work.
	 
	 	 	Contractor shall prepare and submit by March 1, 2009, or such other date as mutually agreed
to by the Parties, its Firm Fixed Fee proposal for undertaking the Work that has not been
completed under this contract as of March 1, 2009. The proposal shall include Contractor’s
proposed firm fixed price as full payment for the performance of Work that has not been
completed (Fixed Price), Contractor’s proposed Project Schedule, and proposed Guaranteed
Substantial Completion Date. Such Fixed Price should include all Work, duties, warranty,
overhead and other Contractor costs and expenses required to complete the Work, and all
schedule considerations which Contractor should reasonably anticipate that Contractor may
experience resulting from conditions at the Fabrication Facility. Such Fixed Price should
also include all Taxes applicable to the Work, excluding those Sales Taxes specified in Part
II — Section 4.0. Contractor’s proposal shall also include proposed updates to the
Schedules and Attachments to the Contract consistent with Contractor’s proposed fixed price,
including changes in Contractor’s key personnel and organization for undertaking the Work
that has not been completed under this contract as of March 1, 2009.
	 
	 	 	Contractor shall provide Company with full access to all information and documentation
supporting Contractor’s proposed fixed price, Contractor’s proposed Project Schedule,
proposed Guaranteed Completion Date, and information on Contractor’s work plan, cost
buildup, labor and materials estimates, Contractor’s costs, subcontracting costs, overhead
rates and other costs to perform the Work.
	 
	 	 	Company, at its sole discretion, will determine whether Contractor’s proposal is acceptable.
If the Parties reach agreement on the Fixed Price and the modified attachments and
schedules, the Parties will modify this Contract to include the final version of the Fixed
Price and the agreed upon Attachments and Schedules.





Contract Management

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	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 







	2.0	 	SPECIFICATIONS, DRAWINGS, AND ATTACHMENTS
	 
	 	 	ALL WORK SHALL BE PERFORMED IN STRICT ACCORDANCE WITH THE FOLLOWING DESCRIBED SPECIFICATIONS,
DRAWINGS AND OTHER DOCUMENTS, WHICH BY THIS REFERENCE ARE MADE A PART HEREOF.






	 	2.1	 	Specifications and Drawings





	 	 	 	 	 	 	 
	Number	 	Title	 	Rev	 	Date
	 
	 	 	 	 	 	 
	 
	 	Piping Specifications	 	 	 	 
	 
	 	 	 	 	 	 
	662574.250.50003
	 	Piping — Material Specification Line Class — Process and Utility Piping	 	1	 	11-Jan-08
	 
	 	 	 	 	 	 
	662574.250.50028
	 	Internal Cleaning of Utility Piping Systems	 	0	 	28-Mar-07
	 
	 	 	 	 	 	 
	662574.250.50028A
	 	Internal Cleaning of Process Piping Systems	 	0	 	19-Apr-07
	 
	 	 	 	 	 	 
	662574.250.50035
	 	Pipe Markers and Valve Tags	 	0	 	9-Jan-07
	 
	 	 	 	 	 	 
	662574.250.50050
	 	Piping Pressure Testing	 	0	 	21-Feb-07
	 
	 	 	 	 	 	 
	662574.250.50115
	 	Purchase Specification for Pipe Bends	 	0	 	8-Jan-07
	 
	 	 	 	 	 	 
	662574.250.85002
	 	Welding — Shop/Field Fabricated Pipe	 	0	 	29-Mar-07
	 
	 	 	 	 	 	 
	 
	 	Electrical Specifications	 	 	 	 
	 
	 	 	 	 	 	 
	662574.265.260126
	 	Acceptance Testing & Calibration of Electrical Distribution Equipment and Wiring	 	0	 	24-Apr-07
	 
	 	 	 	 	 	 
	662574.265.266002
	 	Electrical Requirements for Mechanical Equipment	 	0	 	6-Nov-06
	 
	 	 	 	 	 	 
	 
	 	Painting Specifications	 	 	 	 
	 
	 	 	 	 	 	 
	662574.220.098700
	 	Piping and Equipment Painting (for water piping only)	 	0	 	6-Sep-07
	 
	 	 	 	 	 	 
	 
	 	Piping Drawings	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100009-PP
	 	Service Module 1 Plan and Section	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100010-PP
	 	Service Module 1 Section and Details	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100011-PP
	 	Service Module 2 Plan and Section	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100012-PP
	 	Service Module 2 Section and Details	 	 	 	 






Contract Management

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	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 






	 	 	 	 	 	 	 
	Number	 	Title	 	Rev	 	Date
	 
	 	 	 	 	 	 
	X-3002-100013-PP
	 	Service Module 3 Plan and Section	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100014-PP
	 	Service Module 3 Section and Details	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100015-PP
	 	Service Module 4 Plan and Section	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100016-PP
	 	Service Module 4 Section and Details	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100017-PP
	 	Service Module 5 Plan and Section	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100018-PP
	 	Service Module 5 Section and Details	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100019-PP
	 	Service Module 6 Plan and Section	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100020-PP
	 	Service Module 6 Section and Details	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100037-PP
	 	Service Module Iso Lead Sheet	 	0	 	22-Jan-08
	 
	 	 	 	 	 	 
	X-3002-100037-PP
	 	Flexible Connector — Module to Centrifuge — Tails	 	0	 	22-Jan-08
	 
	 	 	 	 	 	 
	X-3002-100039-PP
	 	Flexible Connector — Module to Centrifuge — Feed	 	0	 	22-Jan-08
	 
	 	 	 	 	 	 
	X-3002-100040-PP
	 	Flexible Connector — Module to Centrifuge — Product	 	0	 	22-Jan-08
	 
	 	 	 	 	 	 
	X-3002-100041-PP
	 	Flexible Connector — Module to Centrifuge — PV	 	0	 	22-Jan-08
	 
	 	 	 	 	 	 
	X-3002-100007-SK-PP
	 	Service Module ISO Lead Sheet	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100008-SK-PP
	 	Flexible Connector — Module to Centrifuge — Tails	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100009-SK-PP
	 	Flexible Connector — Module to Centrifuge — Feed	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100010-SK-PP
	 	Flexible Connector — Module to Centrifuge — Product	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100011-SK-PP
	 	Flexible Connector — Module to Centrifuge — PV	 	 	 	 
	 
	 	 	 	 	 	 
	5DA1
	 	Directional Anchor for Pipe Sizes 2” to 10” (Sheet 1 of 2)	 	—	 	INFO ONLY
	 
	 	 	 	 	 	 
	5DA1
	 	Directional Anchor for Pipe Sizes 2” to 10” (Sheet 2 of 2)	 	—	 	INFO ONLY






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	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 







	 	 	 	 	 	 	 
	Number	 	Title	 	Rev	 	Date
	 
	 	 	 	 	 	 
	5SG
	 	Strap Guide for Line Size 1” to 4” (Sheet 1 of 1)	 	—	 	INFO ONLY
	 
	 	 	 	 	 	 
	5SGH
	 	 	 	—	 	INFO ONLY
	 
	 	 	 	 	 	 
	5UG
	 	U-Bolt Guide	 	—	 	INFO ONLY
	 
	 	 	 	 	 	 
	5US
	 	U-Bolt Anchor	 	—	 	INFO ONLY
	 
	 	 	 	 	 	 
	 
	 	Electrical Drawings	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100010-E
	 	480V Junction Box Wiring Diagram	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100011-E
	 	120V Junction Box Wiring Diagram	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100301-E
	 	Service Module Power Elevation	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100302-E
	 	Service Module Power Elevation	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100303-E
	 	Service Module Power Plan	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100701-E
	 	Typical Service Module Block Diagram	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Structural Drawings	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-103100-S
	 	Service Modules Lead Sheet Design Criteria & Reference Drawings	 	0	 	2-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103101-S
	 	Process Building No. 2 Service Module & End Frames South Location Plans	 	0	 	2-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103102-S
	 	Process Building No. 2 Service Module & End Frames North Location Plans	 	0	 	2-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103103-S
	 	Service Modules Labeled SM1 Thru SM6 Structural Steel Elevations	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103111-S
	 	Service Modules Labeled SM1 Steel Framing Plans	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103112-S
	 	Service Modules Labeled SM1 Structural Steel Elevations	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103113-S
	 	Service Modules Labeled SM2 Steel Framing Plans	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103114-S
	 	Service Modules Labeled SM2 Structural Steel Elevations	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103115-S
	 	Service Modules Labeled SM3 Steel Framing Plans	 	0	 	02-Jan-08






Contract Management

Page 5 of 35




 









 





			
	
	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 






	 	 	 	 	 	 	 
	Number	 	Title	 	Rev	 	Date
	 
	 	 	 	 	 	 
	X-3002-103116-S
	 	Service Modules Labeled SM3 Structural Steel Elevations	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103117-S
	 	Service Modules Labeled SM3 Structural Steel Elevations	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103118-S
	 	Service Modules Labeled SM4 Steel Framing Plans	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103119-S
	 	Service Modules Labeled SM4 Structural Steel Elevations	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103120-S
	 	Service Modules Labeled SM4 Structural Steel Elevations	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103121-S
	 	Service Modules Labeled SM5 Steel Framing Plans	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103122-S
	 	Service Modules Labeled SM5 Structural Steel Elevations	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103123-S
	 	Service Modules Labeled SM6 Steel Framing Plans	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103124-S
	 	Service Modules Labeled SM6 Structural Steel Elevations	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103131-S
	 	Service Modules Structural Steel Sections and Details Sheet 1	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103132-S
	 	Service Modules Structural Steel Sections and Details Sheet 2	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103133-S
	 	Service Modules Structural Steel Sections and Details Sheet 3	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103141-S
	 	End Frames Product And Tails Steel Plan @ EL 684’-8 5/8”	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103142-S
	 	End Frames Product And Tails Steel Plan @ EL 684’-6”	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103143-S
	 	Product End Frames Structural Steel Elevations	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103144-S
	 	Tails End Frames Structural Steel Elevations	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103145-S
	 	End Frames Product and Tails Sections And Details	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-103151-S
	 	Aisle Frames Steel Plans Sections And Details	 	0	 	02-Jan-08
	 
	 	 	 	 	 	 
	X-3002-0006-SK-S
	 	Process Building 2 Service Module Intermediate Leg Connector Detail	 	A	 	22-Jan-08
	 
	 	 	 	 	 	 
	X-3002-0007-SK-S
	 	Process Building 2 Service Module Connection Detail	 	A	 	22-Jan-08
	 
	 	 	 	 	 	 
	X-3002-0008-SK-S
	 	Process Building 2 Service Module Splice At Bents	 	A	 	22-Jan-08
	 
	 	 	 	 	 	 
	X-3002-0009-SK-S
	 	Process Building 2 Service Module Splice At Intermediate Leg	 	A	 	22-Jan-08






Contract Management

Page 6 of 35




 









 





			
	
	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 






	 	 	 	 	 	 	 
	Number	 	Title	 	Rev	 	Date
	 
	 	 	 	 	 	 
	X-3002-0010-SK-S
	 	Process Building 2 Service Module Sections A & B / 103133-S	 	A	 	22-Jan-08
	 
	 	 	 	 	 	 
	 
	 	Control Drawings	 	0	 	 
	 
	 	 	 	 	 	 
	X-3002-100007-CA
	 	Machine Control, Cascades 11-16, DCS Hardware Architecture	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100015-CA
	 	Cascade tc DCS CTLR 3002-Ctc01, Typical I/O Hardware Topology	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100016-CA
	 	Cascade tc DCS CTLR 3002-Ctc02, Typical I/O Hardware Topology	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100029-CA
	 	Cascade tc DeviceNet, Typ. Network Topology Sh 1 of 2	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-100030-CA
	 	Cascade tc DeviceNet, Typ. Network Topology Sh 2 of 2	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-110001-CA
	 	UPS Power Panel (UPP), Elementary Diagram	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-111101-CA
	 	Power Outlet Cabinet, Elementary Diagram	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-111101-CE
	 	Cascade Instrument Cordsets, Installation Details	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-111104-CA
	 	Cascade Secondary Isolation, Elementary Diagram	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-121101-CA
	 	Power Outlet Cabinet, Panel Layout Sh 1 of 2	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-121102-CA
	 	Power Outlet Cabinet, Panel Layout Sh 2 of 2	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-121105-CA
	 	UPS Power Panel (UPP), Panel Layout	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-121106-CA
	 	Remote HMI Data Jacks, Fabrication Details	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-121107-CA
	 	Cascade Instr. Junction Boxes, Fabrication Details Sh 1 of 4	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-121108-CA
	 	Cascade Instr. Junction Boxes, Fabrication Details Sh 2 of 4	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-121109-CA
	 	Cascade Instr. Junction Boxes, Fabrication Details Sh 3 of 4	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-121110-CA
	 	Cascade Instr. Junction Boxes, Fabrication Details Sh 4 of 4	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-141101-CA
	 	Typical Cascade Process I/O, Riser Diagram Sh 1 of 4	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-141102-CA
	 	Typical Cascade Process I/O, Riser Diagram Sh 2 of 4	 	 	 	 






Contract Management

Page 7 of 35




 









 





			
	
	 	CONTRACT PART I — SCOPE OF WORK
Contract No.: A1PH-40-K101
	Client Name: USEC, Inc. 

Project Name: ACP Project	 	 






	 	 	 	 	 	 	 
	Number	 	Title	 	Rev	 	Date
	X-3002-141103-CA

	 	Typical Cascade Process I/O, Riser Diagram Sh 3 of 4	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-141104-CA

	 	Typical Cascade Process I/O, Riser Diagram Sh 4 of 4	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	MIV Reference Drawings	 	 	 	 
	 
	 	 	 	 	 	 
	P7E97202VB 

Sheet 1

	 	Machine Valve Set Interface
	 	C	 	INFO ONLY
	 
	 	 	 	 	 	 
	P7E97202VC 

Sheet 2

	 	Machine Valve Manifold Set Plan
	 	C	 	INFO ONLY
	 
	 	 	 	 	 	 
	P7E97202VC 

Sheet 3

	 	Machine Valve Manifold Set Section
	 	C	 	INFO ONLY
	 
	 	 	 	 	 	 
	P7E97202VC 

Sheet 4

	 	Machine Valve Manifold Set Section
	 	C	 	INFO ONLY
	 
	 	 	 	 	 	 
	 

	 	MIV Reference Documents	 	 	 	 
	 
	 	 	 	 	 	 
	K-1030

	 	ACP — MIVS, S-3 Weight List, Fabricated parts
	 	A	 	15-Oct-07
	 
	 	 	 	 	 	 
	 

	 	Other Drawings & Specifications	 	 	 	 
	 
	 	 	 	 	 	 
	X-3002-0001-

SK-ME

	 	Train, Cascade, and Service Module Identification Numbers
	 	 1	 	INFO ONLY
	 
	 	 	 	 	 	 
	662574.200.002200

	 	Identification, Control, and Protection of Sensitive but
Unclassified (SBU) Information
	 	1	 	9-Nov-07






	 	 	 	 	 	 	 
	Isometric Drawings	 	SM#1	 	 	 	 
	Line Number	 	Sheet Numbers	 	Line Number	 	Sheet Numbers
	3002TCM10020
	 	01	 	3002TCM11001	 	01, 02, 03
	3002TCM10021
	 	01	 	3002TCM12001	 	01, 02, 03
	3002TCM10023
	 	01	 	3002TCM13001	 	01
	3002TCM10024
	 	01	 	3002TCM13002	 	01, 02
	3002TCM10025
	 	01	 	3002TCM13003	 	01
	3002TCM10026
	 	01	 	3002TCM14001	 	01
	3002TCM10027
	 	01	 	3002TCM14002	 	01, 02
	3002TCM10028
	 	01	 	3002TCM14003	 	01
	3002TCM10029
	 	01	 	3002TCM15001	 	01
	3002TCM10030
	 	01	 	3002TCM15002	 	01, 02
	3002TCM10031
	 	01	 	3002TCM15003	 	01
	3002TCM10032
	 	01	 	3002TCM16001	 	01
	3002TCM10033
	 	01	 	3002TCM17001	 	01, 02, 03
	3002TCM10034
	 	01	 	3002TCM18001	 	01, 02, 03
	3002TCM10035
	 	01	 	3002TCM19001	 	01, 02, 03






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	 	CONTRACT PART I — SCOPE OF WORK
Contract No.: A1PH-40-K101
	Client Name: USEC, Inc. 

Project Name: ACP Project	 	 






	 	 	 	 	 	 	 
	Isometric Drawings	 	SM#2	 	 	 	 
	Line Number	 	Sheet Numbers	 	Line Number	 	Sheet Numbers
	3002TCM20020
	 	01	 	3002TCM25001	 	01, 02, 03
	3002TCM20022
	 	01	 	3002TCM26001	 	01
	3002TCM21001
	 	01, 02, 03	 	3002TCM27001	 	01, 02, 03
	3002TCM22001
	 	01, 02, 03	 	3002TCM28001	 	01, 02, 03
	3002TCM23001
	 	01, 02, 03	 	3002TCM29001	 	01, 02, 03
	3002TCM24001
	 	01, 02, 03	 	 	 	 






	 	 	 	 	 	 	 
	Isometric Drawings	 	SM#3	 	 	 	 
	Line Number	 	Sheet Numbers	 	Line Number	 	Sheet Numbers
	3002TCM30020
	 	01	 	3002TCM33001	 	01
	3002TCM30021
	 	01	 	3002TCM33002	 	01, 02, 03
	3002TCM30022
	 	01	 	3002TCM34001	 	01
	3002TCM30023
	 	01	 	3002TCM34002	 	01, 02, 03
	3002TCM30024
	 	01	 	3002TCM35001	 	01
	3002TCM30025
	 	01	 	3002TCM35002	 	01, 02, 03
	3002TCM30026
	 	01	 	3002TCM36001	 	01
	3002TCM30027
	 	01	 	3002TCM37001	 	01, 02, 03
	3002TCM31001
	 	01, 02, 03	 	3002TCM38001	 	01, 02, 03
	3002TCM32001
	 	01, 02, 03	 	3002TCM39001	 	01, 02, 03






	 	 	 	 	 	 	 
	Isometric Drawings	 	SM#4	 	 	 	 
	Line Number	 	Sheet Numbers	 	Line Number	 	Sheet Numbers
	3002TCM40020
	 	01	 	3002TCM45001	 	01, 02, 03
	3002TCM41001
	 	01, 02, 03	 	3002TCM46001	 	01
	3002TCM42001
	 	01, 02, 03	 	3002TCM47001	 	01, 02, 03
	3002TCM43001
	 	01, 02, 03	 	3002TCM48001	 	01, 02, 03
	3002TCM44001
	 	01, 02, 03	 	3002TCM49001	 	01, 02, 03






	 	 	 	 	 	 	 
	Isometric Drawings	 	SM#5	 	 	 	 
	Line Number	 	Sheet Numbers	 	Line Number	 	Sheet Numbers
	3002TCM50020
	 	01	 	3002TCM54001	 	01, 02
	3002TCM50021
	 	01	 	3002TCM54002	 	01, 02
	3002TCM50022
	 	01	 	3002TCM55001	 	01, 02
	3002TCM50023
	 	01	 	3002TCM55002	 	01, 02
	3002TCM50024
	 	01	 	3002TCM56001	 	01
	3002TCM51001
	 	01, 02, 03	 	3002TCM57001	 	01, 02, 03
	3002TCM52001
	 	01, 02, 03	 	3002TCM58001	 	01, 02, 03





Contract Management

Page 9 of 35




 









 








			
	
	 	CONTRACT PART I — SCOPE OF WORK
Contract No.: A1PH-40-K101
	Client Name: USEC, Inc. 

Project Name: ACP Project	 	 







	 	 	 	 	 	 	 
	Isometric Drawings	 	SM#5	 	 	 	 
	Line Number	 	Sheet Numbers	 	Line Number	 	Sheet Numbers
	3002TCM53001
	 	01, 02	 	3002TCM59001	 	01, 02, 03
	3002TCM53002
	 	01, 02	 	 	 	 






	 	 	 	 	 	 	 
	Isometric Drawings	 	SM#6	 	 	 	 
	Line Number	 	Sheet Numbers	 	Line Number	 	Sheet Numbers
	3002TCM60020
	 	01	 	3002TCM64001	 	01, 02, 03
	3002TCM60021
	 	01	 	3002TCM65001	 	01, 02, 03
	3002TCM60022
	 	01	 	3002TCM66001	 	01
	3002TCM60023
	 	01	 	3002TCM67001	 	01, 02, 03
	3002TCM61001
	 	01, 02, 03	 	3002TCM68001	 	01, 02, 03, 04
	3002TCM62001
	 	01, 02, 03	 	3002TCM69001	 	01, 02, 03, 04
	3002TCM33001
	 	01, 02, 03	 	 	 	 






	 	 	 	 	 	 	 
	Isometric Drawings	 	SM#1 TO #6	 	 	 	 
	Line Number	 	Sheet Numbers	 	Line Number	 	Sheet Numbers
	3002TCMX0001
	 	01	 	3002TCMX0008	 	01
	3002TCMX0002
	 	01	 	3002TCMX0009	 	01
	3002TCMX0003
	 	01	 	3002TCMX0010	 	01
	3002TCMX0004
	 	01	 	3002TCMX0011	 	01
	3002TCMX0005
	 	01	 	3002TCMX0012	 	01
	3002TCMX0006
	 	01	 	3002TCMX0013	 	01
	3002TCMX0007
	 	01	 	3002TCMX0014	 	01







	 	2.2	 	Attachments





	 	 	 	 	 	 	 
	Attachment No.	 	Title	 	Rev	 	Date
	Attachment A

	 	Administrative Procedure (Form 000.430.F0171)
	 	 	 	7-Dec-07
	Attachment B

	 	RESERVED
	 	 	 	31-May-07
	Attachment C

	 	Supplier Quality Surveillance Quality and Certification
Requirements
	 	 	 	20-May-08
	Attachment D

	 	Quality System Questionnaire
	 	 	 	30-Oct-06
	Attachment E

	 	Scheduling and Reporting (Form 000.430.F0177)
	 	 	 	10-Feb-06
	Attachment F

	 	RESERVED	 	 	 	 
	Attachment G

	 	SAP Master Contractor Setup (Form 000.430.F0242)
	 	 	 	8-Jan-07
	Attachment H

	 	Identification and Control of USEC Proprietary
Information (Procedure AC2-S-023)
	 	 	 	27-Mar-06





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Page 10 of 35




 









 








			
	
	 	CONTRACT PART I — SCOPE OF WORK
Contract No.: A1PH-40-K101
	Client Name: USEC, Inc. 

Project Name: ACP Project	 	 






	 	 	 	 	 	 	 
	Attachment No.	 	Title	 	Rev	 	Date
	Attachment I

	 	Identification and Control of Export Controlled
Information (Procedure AC2-SP-024)
	 	 	 	5-Jun-06
	Attachment J

	 	Protection and Control of Unclassified Controlled
Information (UCNI) (Procedure AC2-SP-016)
	 	 	 	1-Jun-06
	Attachment K

	 	Proof of USA Citizenship	 	 	 	 
	Attachment L

	 	Statement of Intent	 	 	 	 
	Attachment M

	 	Material Responsibility Matrix	 	 	 	 
	Attachment N

	 	Contractor Drawing Data Commitment Form
	 	 	 	21-May-08
	Attachment O

	 	Representations and Certifications
	 	 	 	Jan-05
	Attachment P

	 	General or Domestic Packing Requirements (Form T-GF-DP-3)
	 	 	 	N/A
	Attachment Q

	 	RESERVED	 	 	 	 
	Attachment R

	 	Hazardous & Toxic Substances Disclosure Requirements
(Practice 000.420.1300, Exhibit 5)	 	 	 	 







	 	2.3	 	Manufacturer’s Instructions
	 
	 	 	 	Contractor shall comply with manufacturer’s latest printed instructions for
materials, supply, storage and installation methods, unless otherwise specified.





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Page 11 of 35




 








 





			
	
	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 







	 	 	 	Contractor shall notify Company in writing of any conflict between these
specifications and the manufacturer’s instructions. Company will designate which
document is to be followed.






	3.0	 	DESCRIPTION OF WORK — SPECIFIC
	 
	 	 	The Work described in Articles 1.0 and 2.0 of this Part I shall include, but not be limited
to, the following:






	 	3.1	 	Establish location of fabrication facility. Contractor should advise Company in
writing the location of fabrication facility before commencing Work and take all
precautions to ensure that there are no unknown obstacles that would delay the delivery
schedule of the Work or impact the quality of the Work.
	 
	 	3.2	 	Contractor shall fabricate, test, and prepare for shipment 540 Service Modules
(SMs) for Process Building 1 (PB1) & Process Building 2 (PB2) in accordance with this
contract and the technical documents (e.g., drawings, specifications, etc.), commercial
documents, and schedule included therein. All non-consumable materials required for
fabrication will be provided to the Contractor by the Company. Thus, Contractor shall
supply only facilities, labor, and materials as described in Attachment M.






	 	3.2.1	 	GENERAL






	 	A.	 	The technical documents in the Contract completely describe
the design of the SMs; Contractor will not provide any design except to
develop shop drawings and special fabrication and/or installation techniques
for Contractor’s use as required.
	 
	 	B.	 	*****
	 
	 	C.	 	***** the SM frame fabricator will assemble the frames
without the support leg extensions to bring the shop and shipping height down
to approximately 9 feet. The SM frame





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	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 







	 	 	 	fabricator will provide the support leg extensions and they will be shipped
loose to the Contractor and on to ACP.
	 
	 	D.	 	SM components will include carbon steel structural frames,
stainless steel process piping, carbon steel utility piping, valves,
electrical cable trays, junction boxes, lights, instruments and controls.
	 
	 	E.	 	Company will provide Machine Isolation Valve sets (MIV’s)
to the Contractor for installation at the shop. They will be shipped to the
Contractor directly from the MIV manufacturer. Contractor shall receive and
inspect each MIV for shipping damage.
	 
	 	F.	 	Contractor shall assemble each SM in a clean shop and shall
keep pipe lines sealed and MIV’s sealed and covered.
	 
	 	G.	 	Contractor and Company shall conduct a Factory Acceptance
Test (FAT) for each SM before shipping.
	 
	 	H.	 	Contractor shall prepare each SM for shipping and shall
load each SM on a special truck provided by the Company. Shipment, receipt
at ACP, unloading, and installation at ACP will also be by the Company.
	 
	 	I.	 	Contractor shall prepare a manufacturing plan describing
the methods and procedures to be used to fabricate and assemble the SMs. The
plan shall be submitted to the Company for approval. Approval shall be
required prior to implementation of the plan. Plan shall define, as a
minimum, the following:






	 	1.	 	Material and component receiving, inspection,
and storage.
	 
	 	2.	 	Fabrication, assembly, inspection, and testing
procedures.
	 
	 	3.	 	Material flow through the shop using process
flow diagrams showing and identifying significant operations, including
test or inspection points, from receipt of materials to completed SM
shipment.
	 
	 	4.	 	Assembly fixtures, tooling, and special
equipment.






	 	J.	 	Incoming materials, in-process inventory, and completed SMs
shall be stored and/or staged in clearly defined and separate warehouse areas
that are dedicated to this Contract.





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	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 







	 	3.2.2	 	STRUCTURAL FABRICATION
	 
	 	 	 	Company shall provide complete fabricated SM frames to the Contractor.
Therefore, Contractor’s scope of work does not include any structural
fabrication.
	 
	 	3.2.3	 	PIPING FABRICATION






	 	A.	 	Company’s piping design drawings and piping specifications
provide the complete piping design. However, Contractor shall produce any
shop drawings that may be required for fabrication and submit them to Company
for review.
	 
	 	B.	 	All pipe materials (e.g., pipe, valves, gauge manifolds,
fittings, flexible hoses, pipe supports, o-ring flange assemblies, v-band
assemblies, thermowells, MIV’s, etc.) will be supplied to the Contractor by
the Company. Piping materials shall be per 662574.250.50003 “Material
Specification Line Class-Process and Utility Piping”.
	 
	 	C.	 	After shop drawing approval, Contractor shall fabricate,
install, test, clean, paint and tag piping per the piping drawings and
specifications. Contractor shall install valves and they will remain in
place during SM shipment. *****
	 
	 	D.	 	*****






	 	1.	 	*****
	 
	 	2.	 	*****
	 
	 	3.	 	*****
	 
	 	4.	 	*****
	 
	 	5.	 	*****
	 
	 	6.	 	*****





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	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 







	 	7.	 	*****
	 
	 	8.	 	*****
	 
	 	9.	 	*****






	 	E.	 	*****
	 
	 	F.	 	*****
	 
	 	G.	 	Contractor shall provide Material Test Reports (MTR) for
all services in Line Class Specification AF1. Contractor shall also provide
Certification of Compliance (COC) for all services in Line Class
Specifications NA1 and NA4.
	 
	 	H.	 	Contractor shall weld piping per 662574.250.85002
Welding-Piping, Shop/Field Fabrication Specification. Non-Destructive
Examination (NDE) requirements shall be as follows:





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	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 







	 	1.	 	The first ten welds of each welder shall pass
radiographic examination with acceptance criteria per ASME B31.3 for
normal service.
	 
	 	2.	 	After each welder has passed this test, 5% of
subsequent welds shall be examined via radiograph with acceptance
criteria per ASME B31.3 for normal service. The rest of the welds
shall be visually examined with acceptance criteria per ASME B31.3 for
normal service.






	 	I.	 	Contractor shall perform pressure tests on all piping per
662574.250.50050 Piping Pressure Testing Specification and the table below.
All SM piping services are considered ASME B31.3 normal service.
	 
	 	J.	 	Vacuum tests on the piping in PV, EV, P, F, T, and TCR
services will be performed by others at ACP.





	 	 	 	 	 	 	 
	 	 	 	 	DESIGN	 	TEST
	SERVICE	 	TYPE TEST	 	PRESSURE (DP)	 	PRESSURE
	PV

	 	Hydrostatic or Pneumatic
	 	65 PSIG
	 	1.5 x DP (Hydro)

1.1 x DP (Pneu)
	 
	 	 	 	 	 	 
	EV

	 	Hydrostatic or Pneumatic
	 	65 PSIG
	 	1.5 x DP (Hydro)

1.1 x DP (Pneu)
	 
	 	 	 	 	 	 
	P

	 	Hydrostatic or Pneumatic
	 	65 PSIG
	 	1.5 x DP (Hydro)

1.1 x DP (Pneu)
	 
	 	 	 	 	 	 
	F

	 	Hydrostatic or Pneumatic
	 	65 PSIG
	 	1.5 x DP (Hydro)

1.1 x DP (Pneu)
	 
	 	 	 	 	 	 
	T

	 	Hydrostatic or Pneumatic
	 	65 PSIG
	 	1.5 x DP (Hydro)

1.1 x DP (Pneu)
	 
	 	 	 	 	 	 
	TCR

	 	Hydrostatic or Pneumatic
	 	65 PSIG
	 	1.5 x DP (Hydro)

1.1 x DP (Pneu)
	 
	 	 	 	 	 	 
	YA

	 	Hydrostatic or Pneumatic
	 	150 PSIG
	 	1.5 x DP (Hydro)

1.1 x DP (Pneu)
	 
	 	 	 	 	 	 
	MCWS

	 	Hydrostatic or Pneumatic
	 	150 PSIG
	 	1.5 x DP (Hydro)

1.1 x DP (Pneu)
	 
	 	 	 	 	 	 
	MCWR

	 	Hydrostatic or Pneumatic
	 	150 PSIG
	 	1.5 x DP (Hydro)

1.1 x DP (Pneu)







	 	K.	 	Contractor shall perform internal cleaning of the YA, MCWR
and MCWS piping per 662574.250.50028 Internal Cleaning of Utility Piping
Systems Specification. After cleaning, Contractor shall seal piping to insure
interior





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	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 







	 	 	 	is not contaminated during assembly and shipping
per specification 662574.250.50028.
	 
	 	L.	 	Contractor shall perform internal cleaning of the Line
Class Specification AF1 piping, including the fabricated flex hose
assemblies, per 662574.250.50028A. Internal Cleaning of Process Piping
Systems Specification. After cleaning, Contractor shall seal openings to
insure interior is not contaminated during subsequent fabrication, assembly,
or shipping.
	 
	 	M.	 	Contractor shall provide caps or plugs fitted at the ends
of the pipes and sealed air tight to prevent contamination after the pipe
system has been cleaned. Plastic flange covers sealed to the flanges shall
be used for open flange connections. Protective caps, plugs, and flanges
shall be installed such that when the assembly is moved, shipped and
reassembled the protection component will not dislodge and allow the inside
of the pipes to be contaminated. If tape is used, the tape shall be made of
materials that will not contaminate or damage the pipe surfaces. Pipes do
not have to be pressurized with air or Nitrogen after sealing.
	 
	 	N.	 	Contractor shall clean and paint the exterior of the MCWR
and MCWS piping per 662574.220.09870 Painting Specification. Stainless steel
pipe will not be painted.
	 
	 	O.	 	Contractor shall tag piping manifolds and 1” connector
pieces per 662574.250.50035 Pipe Markers and Valve Tags for Commodity and
Safety ID Specification. Piping that requires Commodity Markers are
identified on the Piping Plans, Elevations and Details.
	 
	 	P.	 	Contractor shall install thermowells per the drawings:






	 	1.	 	Manufacturer: Rosemount
	 
	 	2.	 	Model Number: 0091-E-25-W50-T000-P
	 
	 	3.	 	Description: 304L SS, 2.5” insertion length,
welded style with 
1/2”-14 threads.






	 	3.2.4	 	MACHINE ISOLATION VALVE SETS (MIV’s)






	 	A.	 	Each MIV will be a group of manual and automated valves
wired, piped and mounted to a common support frame included with the valves.





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	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 







	 	B.	 	MIV’s will be shipped directly to the SM Contractor in an
assembled, cleaned, and tested condition ready for installation. Contractor
shall receive and inspect each MIV for shipping damage and provide a
receiving/inspection report. Contractor shall store MIV’s in an area that
meets the cleanliness control requirements.
	 
	 	C.	 	To install each MIV, Contractor shall safely transport it
from storage to the approximate installation position, remove the protective
covering, visually inspect the valves for damage, remove any internal
blocking, remove port closures, visually inspect the valve internal passages
for contamination, replace outlet port closures, and bolt the MIV support
frame to the SM structure using the MIV supplier’s recommended bolt-up and
torque procedures.
	 
	 	D.	 	*****
	 
	 	E.	 	*****
	 
	 	F.	 	Contractor shall not actuate any of the MIV valves.
	 
	 	G.	 	Contractor shall not subject the valves to pipe cleaning
operations or pipe pressure tests.






	 	3.2.5	 	ELECTRICAL FABRICATION






	 	A.	 	Electrical equipment and fabrication shall conform to all
specifications listed in the Contract and to all codes and standards
referenced in the specifications. Contractor shall install all electrical
equipment, materials, lighting, wiring, cable tray and grounding required for
each SM per Company’s specifications and drawings.
	 
	 	B.	 	Contractor shall install the following equipment and
materials on each SM:






	 	1.	 	Cable trays.
	 
	 	2.	 	Lighting fixtures for emergency service wired
to junction boxes.
	 
	 	3.	 	120V convenience receptacles wired to junction
boxes.





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	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 







	 	4.	 	120V VAC power terminal boxes with power
distribution blocks.
	 
	 	5.	 	480 VAC power terminal boxes with power
distribution blocks.






	 	C.	 	Ambient temperature for electrical design purposes is 40
degrees C.
	 
	 	D.	 	Conduit shall be galvanized Intermediate Metal Conduit
minimum size 1/2 inch.
	 
	 	E.	 	Contractor shall install lighting and receptacles per
Company’s drawings, the following two details, and the following
descriptions:






	 	1.	 	Install five (5) fluorescent lighting fixtures
per SM, 277V, single phase. Provide a minimum of two lighting
circuits; one normal and one emergency. The normal circuit shall be
wired through the fixtures.
	 
	 	2.	 	Install junction boxes for a 277V lighting
circuit which will originate from Company’s panelboards.
	 
	 	3.	 	Install Lithonia UNS 1 96HO 277 ES lighting
fixtures, 277V, with one F96T12HO lamp with a shatter proof plastic
sleeve.






	 	F.	 	Contractor shall install four 120V, 20A, 3 pole
specification grade receptacles per SM wired to junction boxes per
“Electrical Detail 2”.
	 
	 	G.	 	Contractor shall install NEMA 12, galvanized steel, 12”x
20”x 6” power terminal boxes with back panels:






	 	1.	 	*****
	 
	 	2.	 	*****






	 	H.	 	Contractor shall install the following conduits for power
distribution:






	 	1.	 	Twenty 3/4 inch conduits from the twenty POC’s to
four power terminal boxes, each with three single copper conductor
#12AWG and three single copper conductors #12AWG.





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	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 







	 	2.	 	Twenty 1/2 inch conduits from four power
terminal boxes to twenty 480 volt, four pole, 16 amp rotary switches
adjacent to the twenty POC’s, each with three single copper conductors
#12AWG..






	 	I.	 	Contractor shall install mounting and support hardware for
electrical equipment, materials, and devices per the drawings and in
accordance with the NEC.










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	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 











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	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 







	 	3.2.6	 	CONTROL SYSTEM FABRICATION






	 	A.	 	The control systems hardware for SMs of a single Cascade is
defined in the following tables. All non-consumable materials required for
fabrication will be provided to the Contractor by the Company.






	 	 	 	*****





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	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 







	 	 	 	*****





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	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 







	 	 	 	*****





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	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 







	 	 	 	*****





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	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 







	 	 	 	*****






	 	B.	 	UF6 On/Off Valves (XV):
	 
	 	 	 	*****
	 
	 	C.	 	Back Pressure Control Valves (PV):
	 
	 	 	 	*****
	 
	 	D.	 	RTD Temperature Elements (TE):
	 
	 	 	 	The RTD Temperature Elements and matching thermowells will be provided by
the Company and installed by the Contractor. The RTD’s will be supplied
with a connector installed in the connection head for connection with a
prefabricated cordset installed by the Contractor. The thermowells will be
weld-in units to be welded in by the Contractor.
	 
	 	E.	 	Vacuum Transmitters (PT):
	 
	 	 	 	The Vacuum Transmitters will be provided by the Company, shipped to ACP and
installed by others. A single vacuum transmitter will be provided to the
Contractor for fit-up. The vacuum transmitters will be shipped directly to
ACP to prevent damage during shipment. The vacuum





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	 	CONTRACT PART I — SCOPE OF WORK

Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.

Project Name: ACP Project	 	 







	 	 	 	transmitters will be supplied with DeviceNet receptacles for connection with
a prefabricated cordset installed by the Contractor.
	 
	 	F.	 	Vacuum Switches (PSH):
	 
	 	 	 	The Vacuum Switches will be provided by the Company, shipped to ACP and
installed by others. A single vacuum switch in a protective enclosure will
be provided to the Contractor for fit-up. The vacuum switches will have a
protective enclosure because the switch unit has open style terminal block
connections on the exterior of the switch housing. The protective enclosure
will be approximately 10” Wide by 10” High by 8” Deep. The enclosure will
be supplied with a connector in the side for connection with a prefabricated
cordset installed by the Contractor. The Contractor will install mounting
hardware on the SMs for mounting of the Vacuum Switch enclosures.
	 
	 	G.	 	Instrument Junction Boxes (IJB):
	 
	 	 	 	Instrument Junction Boxes (IJB’s) will be installed by the Contractor for
each SM. The IJB’s will be the interface point for all I/O wiring on the
SM. An “AC” Junction Box will be provided for 120VAC wiring. A “DC”
Junction Box will be provided for 24VDC signal and control wiring.
	 
	 	H.	 	UPS Power Panels (UPP):
	 
	 	 	 	A UPS Power Panel (UPP) will be installed by the Contractor for each SM as
an interface point for all UPS power for the SM. The UPP will provide UPS
power to the Power Outlet Cabinets (POC’s) and to the Back Pressure Control
Valve Actuators.
	 
	 	I.	 	*****
	 
	 	 	 	*****
	 
	 	J.	 	IROFS Safety Control Panels:
	 
	 	 	 	The IROFS Safety Control Panel will be provided by Company and installed off
the SMs. IROFS (Items Relied On For Safety) circuit wiring routed through
the SMs will be routed entirely in conduit.





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	 	CONTRACT PART I — SCOPE OF WORK
	 
	 	Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.
	 	 	 	 
	Project Name: ACP Project
	 	 	 	 







	 	K.	 	Power Outlet Cabinets (POC’s):
	 
	 	 	 	*****
	 
	 	L.	 	Remote HMI Data Jacks:
	 
	 	 	 	Each SM will have a data jack for connection of a remote DCS HMI. The
Contractor shall install the Remote HMI Data Jacks and the raceway system
along the SMs. The cabling will be installed by others at ACP.






	 	3.2.7	 	FACTORY ACCEPTANCE TESTS
	 
	 	 	 	Contractor and Company shall conduct a Factory Acceptance Test (FAT) for each SM
before shipping. Contractor and Company shall jointly develop the FAT procedure
which shall include the following activities:






	 	A.	 	Review technical documents:






	 	1.	 	Material receiving/inspection reports (e.g.,
MIV’s, valves, piping, etc.).
	 
	 	2.	 	MTR’s and traceability for all structural
steel.
	 
	 	3.	 	MTR’s for all process contact items (e.g.,
pipe, flanges, fittings, o-rings, etc.) provided by the Contractor.
	 
	 	4.	 	NDE (Non Destructive Examination) reports
(e.g., Radiography, etc.) if NDE is required by specifications
662574.215.014523 and/or 662574.250.85002.
	 
	 	5.	 	Pressure test reports.






	 	B.	 	Visually inspect welds.





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	 	CONTRACT PART I — SCOPE OF WORK
	 	Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.
	 	 	 	 
	Project Name: ACP Project
	 	 	 	 







	 	C.	 	Check dimensions.
	 
	 	D.	 	Check cleanliness.
	 
	 	E.	 	Inspect painting and tagging.
	 
	 	F.	 	Check electrical equipment:






	 	1.	 	Verify that conduit systems and cable trays are
dimensionally correct and installed in the correct locations.
	 
	 	2.	 	Verify that nameplates are correct and
installed as specified.
	 
	 	3.	 	Verify that conduits and fittings are tight and
properly supported.
	 
	 	4.	 	Verify conductor terminations are tight and
will not pull out.
	 
	 	5.	 	Verify that junction boxes and
instrument/signal junction boxes are properly installed.
	 
	 	6.	 	Verify that lights and receptacles operate
correctly.
	 
	 	7.	 	Perform insulation resistance tests for 120
volt wiring and 277 volt wiring systems per specification
662574.265.260126, “Acceptance Testing and Calibration of Electrical
Distribution Equipment and Wiring”.
	 
	 	8.	 	Perform point to point check and circuit
continuity tests for instrument and signal wiring.






	 	G.	 	Check preparation for shipping (e.g., piping sealed, etc.).






	 	3.2.8	 	PREPARATION FOR SHIPMENT
	 
	 	 	 	Contractor shall load and secure the SMs onto Company supplied trucks.






	4.0	 	MATERIAL & PERMANENT EQUIPMENT FURNISHED BY COMPANY
	 
	 	 	Company will furnish or cause to be furnished to Contractor, without cost to Contractor, the
material, permanent equipment, or permanent Work Site services set forth herein, for or in
connection with, performance of the Work. Unless specifically set forth herein,





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	 	CONTRACT PART I — SCOPE OF WORK
	 	Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.
	 	 	 	 
	Project Name: ACP Project
	 	 	 	 







	 	 	Contractor shall provide all other material, permanent equipment, or permanent Work Site
services required for the Work.






	 	4.1	 	Material and Permanent Equipment






	 	4.1.1	 	Company will furnish to Contractor the items listed herein to
be incorporated into or used in performance of Work under this Contract. At
the time of acceptance of any such item from Company, Contractor shall sign a
receipt therefore. Signing of such receipt without reservation therein shall
preclude any subsequent claim by Contractor that any such items were received
from Company in a damaged condition and/or with shortages. Such items are more
particularly identified in Attachment M — Material Responsibility Matrix.
	 
	 	4.1.2	 	Contractor shall accept delivery thereof, load, unload,
transport to points of use (warehouse to fabrication facility), and care for
all items furnished by Company. Contractor shall return any unused items that
are remaining after Contractor has completed the Work to Company within Thirty
(30) days after date of completion.
	 
	 	4.1.3	 	Apart from the items specifically described as being Company
furnished, Contractor shall supply all other materials and equipment required
by and in accordance with the Contract, including, but not limited to, all
materials generally described as “consumable” (e.g. weld rods, shims, packers,
gases for welding and other use).






	5.0	 	FABRICATION FACILITIES AND UTILITIES
	 
	 	 	RESERVED
	 
	6.0	 	PERFORMANCE SCHEDULE AND SEQUENCE OF WORK






	 	6.1	 	Contractor shall commence performance of the Work and shall complete the Work in
accordance with the dates set forth in Article 5.0 of the Contract Signature Document.
	 
	 	6.2	 	Specific milestones, interfaces and other schedule related bases of this Contract
are as follows:





	 	 	 	 	 
	Letter of Intent to Secure Fabrication Facility
	 	December 1, 2007
	Start Fabrication Facility Set Up
	 	December 1, 2007
	Complete Fabrication Facility Set Up
	 	March 2008
	Start of Fluor Issued Material Deliveries
	 	March 2008
	First 6 Service Modules Fabrication Completed
	 	July 14, 2008
	First 36 Service Modules Fabrication Completed
	 	Sept 8, 2008






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	 	CONTRACT PART I — SCOPE OF WORK
	 	Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.
	 	 	 	 
	Project Name: ACP Project
	 	 	 	 







	 	6.3	 	General scheduling, reporting and coordination requirements shall be described in
Part III, General Terms and more specifically in Attachment E — Scheduling and
Reporting.






	 	6.3.1	 	Contractor shall submit the detailed schedule required in Part
III, General Terms within thirty (30) calendar days of award of this Contract.
	 
	 	6.3.2	 	Specific scheduling and coordination requirements may include,
but not necessarily be limited to the following:






	 	A.	 	Engineering deliverables by discipline
	 
	 	B.	 	Mobilization time for manpower and equipment
	 
	 	C.	 	Material deliveries to Work Site
	 
	 	D.	 	Shop fabrication
	 
	 	E.	 	Incremental completion dates of major
components
	 
	 	F.	 	Start and completion of different segments of
Work (early and late starts)
	 
	 	G.	 	Any qualifying conditions of Company or Owner
	 
	 	H.	 	Other as necessary






	7.0	 	REPORTING REQUIREMENTS AND COORDINATION MEETINGS
	 
	 	 	Contractor shall promptly submit the schedules and reports set forth in this Contract and in
addition, any other reports as requested by Company, pursuant to the Article entitled
“Scheduling, Reporting and Coordination” set forth in Part III — General Terms, and
Attachment E “Scheduling and Reporting”.






	 	7.1.	 	Monthly Progress Meetings






	 	7.1.1	 	At the monthly progress meeting, Contractor shall submit a
written report showing actual manhours expended versus planned and scheduled
progress versus actual progress, giving details of Work completed in





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	 	CONTRACT PART I — SCOPE OF WORK
	 	Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.
	 	 	 	 
	Project Name: ACP Project
	 	 	 	 







	 	 	 	relation to the approved schedule, together with a one month “look ahead”
which provides details of how the Work will be completed.
	 
	 	7.1.2	 	The person or persons designated by Contractor to attend the
meetings shall have all the required authority to make decisions and commit
Contractor to solutions agreed upon during any meetings






	 	7.2	 	Other Meetings
	 
	 	 	 	Contractor participation in certain additional activities shall also be required.
These activities shall include, but not be limited to:






	 	7.2.1	 	Security Indoctrination and orientation of all Contractor’s
employees prior to commencing Work at the Work Site. (This includes the entire
labor force and all new hires).






	8.0	 	DATA REQUIREMENTS






	 	8.1.	 	Company will issue specifications, drawings and other documents as set forth in
Attachment A, Administrative Procedure.
	 
	 	8.2.	 	Contractor shall submit data to the Company in accordance with Attachment N—
Contractor Drawing and Data Commitment Form.
	 
	 	8.3.	 	Contractor shall provide one Final Documentation Package (FDP) for each of the
six different SMs. Each FDP shall include:






	 	8.3.1	 	Contractor’s as-built shop drawings for pipe, electrical, and
control fabrication.
	 
	 	8.3.2	 	Material Test Reports (MTRs) for all materials (e.g., pipe,
fittings, gaskets, etc.) that contact the process fluids. MTRs for materials
supplied to the Contractor by the Company will be supplied with the materials.
	 
	 	8.3.3	 	Contractor’s weld procedures, welder qualifications, weld
logs, and weld maps for piping that contact the process fluids.
	 
	 	8.3.4	 	Serial numbers and installed location of each MIV for each SM.
	 
	 	8.3.5	 	Contractor’s AF1 pipe cleaning certificates.
	 
	 	8.3.6	 	Contractor’s NDE and hydrostatic test reports.





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	 	CONTRACT PART I — SCOPE OF WORK
	 	Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.
	 	 	 	 
	Project Name: ACP Project
	 	 	 	 







	 	8.3.7	 	Contractor’s inspection and test reports for each SM.
	 
	 	8.3.8	 	Notice of Completion for each SM






	9.0	 	SAFETY AND SECURITY






	 	9.1	 	Contractor shall perform the Work in a safe manner and keep the Work Site in a
clean condition.
	 
	 	9.2	 	Contractor shall perform the work in a secure manner in accordance with
Specifications and Attachments.






	10.0	 	QUALITY PLAN REQUIREMENTS






	 	10.1	 	Contractor’s Quality System Requirements






	 	10.1.1	 	Contractor shall operate a quality management system which meets the
requirements of the applicable international quality system standard
appropriate to the contracted scope of work throughout the duration of this
Contract.
	 
	 	10.1.2	 	Contractor acknowledges full compliance unless Contractor submits details of
any proposed alternative quality systems standard at the bid stage or
identifies areas of non-compliance with any part of the quality standard
selected, and such proposed alternate or areas of non-compliance are accepted
and included in this Contract.
	 
	 	10.1.3	 	Company reserves the right to evaluate and audit the implementation of the
quality system with the agreement and participation of Contractor. Company
reserves the right to request Contractor to provide formal records or
certificates for any activity associated with Contractor’s quality system.
	 
	 	10.1.4	 	All documentation shall be in the original source state or a true copy of the
original. Copies shall be of reproducible quality or considered unacceptable.
Data transposition from the original is not acceptable.
	 
	 	10.1.5	 	All documentation shall uniquely identify the following on each sheet:






	 	a.	 	The Contract Number, including contract number
	 
	 	b.	 	Tag number or Item Code.
	 
	 	c.	 	Item number.





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	 	CONTRACT PART I — SCOPE OF WORK
	 	Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.
	 	 	 	 
	Project Name: ACP Project
	 	 	 	 







	 	10.2	 	Company Surveillance Standard Clause
	 
	 	 	 	Material and Equipment on this Contract is subject to surveillance in accordance
Part III — Terms and Conditions. Contractor shall not ship the goods under this
Contract without Company’s surveillance or a written waiver thereof.
	 
	 	10.3	 	Quality Plan Requirements






	 	10.3.1	 	Contractor shall submit a Quality Plan, refer to the “SAMPLE” Supplier
Quality Plan, specifically developed to the requirements of this Contract
within 21 days of Contract award. This plan shall integrate the practices and
procedures contained in the Contractor’s Quality Control Manual/System with the
Contract requirements. The detailed Quality Plan shall include, as a minimum,
the following:






	 	a.	 	Number, item descriptions, etc.
	 
	 	b.	 	An effective date and/or revision number.
	 
	 	c.	 	A complete listing of Quality Control
activities to be performed including, but not limited to types of
inspection, factory tests, control of welding processes, nondestructive
examination, and Contractor witness and hold points.
	 
	 	d.	 	Provisions for Company, Owner, and/or their
representative witness and hold points. Refer to the Quality and
Certification Requirements.
	 
	 	e.	 	A listing of major fabricated or subcontracted
items or services.
	 
	 	f.	 	The quality attributes listed below, if not
identified in the Contractor’s Quality Plan, must be addressed in the
Contractor’s Quality Manual/System (i.e., procedures/instructions,
drawings, etc.).
	 
	 	g.	 	Specific references to technical specification
requirements and applicable codes and standards referenced in the
specifications and other data included in this Contract.





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	 	CONTRACT PART I — SCOPE OF WORK
	 	Contract No.: A1PH-40-K101
	Client Name: USEC, Inc.
	 	 	 	 
	Project Name: ACP Project
	 	 	 	 







	 	h.	 	Acceptance and rejection criteria to be used
for inspection and tests.
	 
	 	i.	 	The types of documents that will be used to
record inspection and test results.
	 
	 	j.	 	Sub-supplier/subcontractor responsibilities,
including the level of source and receipt inspection to be performed
for major sub-ordered items and subcontracted services.






	 	10.3.2	 	A Quality Alignment meeting with Company and Contractor may be held at the
Contractor’s manufacturing facility prior to start of fabrication. The purpose
of the meeting will be to review the Quality Plan, quality requirements,
Contract requirements and referenced documents.





END OF PART I — SCOPE OF WORK




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	 	CONTRACT PART II — COMMERCIAL TERMS

COST PLUS FIRM FIXED FEE

	 	Contract No..: A1PH-40-K101
	Client Name: USEC, Inc.
	 	 	 	 
	Project Name: ACP Project
	 	 	 	 
	Project Location: Piketon, OH
	 	 	 	 






TABLE OF CONTENTS




	 	 	 
	ARTICLE	 	DESCRIPTION
	 
	 	 
	1.0

	 	CONTRACT PRICE
	 
	 	 
	2.0

	 	PRICING BASIS
	 
	 	 
	3.0

	 	PRICING FOR CHANGES
	 
	 	 
	4.0

	 	TAXES
	 
	 	 
	5.0

	 	PAYMENT TERMS
	 
	 	 
	6.0

	 	DETERMINATION OF UNITS
	 
	 	 
	7.0

	 	INVOICING INSTRUCTIONS
	 
	 	 
	8.0

	 	LIMITATION OF COSTS
	 
	 	 
	 

	 	COMMERCIAL SCHEDULES
	 
	 	 
	 

	 	SCHEDULE A            ESTIMATED PRICING






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Client Name: USEC, Inc.

Project Name: ACP Project

Project Location: Piketon, OH
	 	CONTRACT PART II — COMMERCIAL TERMS
COST PLUS FIRM FIXED FEE
Contract No..: A1PH-40-K101







	1.0	 	CONTRACT PRICE
	 
	 	 	Full compensation to Contractor for full and complete performance by Contractor of all the
Work, compliance with all terms and conditions of this Contract, and for Contractor’s
payment of all obligations incurred in, or applicable to, performance of the Work shall be
the provisional, not-to-exceed, Contract Price of Ninety-Two Million Thirty Thousand Nine
Hundred and Seventy Dollars ($92,030,970). This Contract Price is the sum of the following
costs and mark-ups. The estimated value of the contract is as set forth in Schedule A.






	 	1.1	 	Indirect Costs
	 
	 	 	 	Until final annual indirect cost rates are established for any period, Company shall
reimburse the Contractor at billing rates established by Contractor in accordance
with the Contractor’s published Cost Accounting Disclosure Statement, subject to
adjustment when the final rates are established for purposes of obtaining
reimbursement under Contractor’s Government contracts. These billing rates:






	 	1.1.1	 	Shall be the anticipated final rates;
	 
	 	1.1.2	 	May be prospectively or retroactively revised by mutual
agreement, at either party’s request, to prevent substantial overpayment or
underpayment.






	 	1.2	 	Direct Labor and Material Costs






	 	1.2.1	 	Compensation to Contractor for direct fabrication labor shall
be in accordance with the actual rates incurred plus a mark-up, for all
overhead expenses in accordance with the Cost Accounting Disclosure Statement.
	 
	 	1.2.2	 	All actual costs to Contractor for materials supplied by
Contractor for incorporation into the Work shall be at actual invoiced cost to
Contractor (exclusive of tax), including transportation to Fabrication
Facility, as substantiated by invoices certified paid or by such documentation
as may be required by Company, plus a mark-up, for all overhead expenses in
accordance with the Cost Accounting Disclosure Statement.
	 
	 	1.2.3	 	Company reserves the right to provide, at no cost to
Contractor, materials, equipment, services, supplies or incidentals required to
perform the Work. All refunds, trade discounts, rebates on materials, supplies
and services, and all monies obtained from the disposal of surplus materials or
supplies shall accrue to Company.





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Client Name: USEC, Inc.

Project Name: ACP Project

Project Location: Piketon, OH
	 	CONTRACT PART II — COMMERCIAL TERMS
COST PLUS FIRM FIXED FEE
Contract No..: A1PH-40-K101







	 	1.3	 	Equipment Costs
	 
	 	 	 	All costs of Contractor for equipment which is rented from third parties must be
approved by Company in writing prior to rental and shall be at actual cost to
Contractor, including transportation to Fabrication Facility, as substantiated by
invoices certified paid or by such documentation as may be required by Company, plus
a mark-up, for all overhead expenses in accordance with the Cost Accounting
Disclosure Statement.
	 
	 	1.4	 	Subcontracts
	 
	 	 	 	All subcontracts and services provided by others for performance of the Work, which
have not been objected to by Company, as to price and terms in advance, shall be at
actual cost to Contractor of such subcontracts or services provided by others, plus
a mark-up, for all profit and overhead expense in accordance with the Cost
Accounting Disclosure Statement.
	 
	 	1.5	 	Fixed Fee






	 	1.5.1	 	Company shall pay the Contractor for performing this contract
a firm fixed fee of $***** and is based Contractor’s estimate (Schedule A —
Production Costs) and may only be modified in writing by Company. In
accordance with Part II — Article 3.0 and Part III — Section 15.0, Contractor
may request additional fee for scope of work changes (additions and deletions)
which is subject to written approval by Company.
	 
	 	1.5.2	 	Payment of the fixed fee shall be made as specified above;
provided that after payment of 85 percent of the fixed fee, Company may
withhold further payment of fee until a reserve is set aside in an amount that
Company considers necessary to protect Company’s interest. This reserve shall
not exceed 15 percent of the total fixed fee or $100,000, whichever is less.
Company shall release 90 percent of all fee withholds under this contract after
physical completion of this contract, provided the Contractor has satisfied all
other contract terms and conditions.






	 	1.6	 	Time Reports
	 
	 	 	 	For all Work performed on a cost plus basis under this Contract, Contractor shall
submit time reports for approval by Company following performance of the Work. An
approved copy of said time reports, which shall detail all hours worked, must be
submitted in support of Contractor’s monthly billing.
	 
	 	1.7	 	Reimbursing Costs






	 	1.7.1	 	For the purpose of reimbursing allowable costs, the term
“costs” includes only—





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Client Name: USEC, Inc.

Project Name: ACP Project

Project Location: Piketon, OH
	 	CONTRACT PART II — COMMERCIAL TERMS
COST PLUS FIRM FIXED FEE
Contract No..: A1PH-40-K101







	 	a.	 	Those recorded costs that, at the time of the request for
reimbursement, the Contractor has paid by cash, check, or other form
of actual payment for items or services purchased directly for the
contract;
	 
	 	b.	 	When the Contractor is not delinquent in paying
costs of contract performance in the ordinary course of business, costs
incurred, but not necessarily paid, for —






	 	1.	 	 Direct labor;
	 
	 	2.	 	 Direct travel;
	 
	 	3.	 	 Other direct in-house costs; and
	 
	 	4.	 	 Properly allocable and allowable
indirect costs, as shown in the records maintained by the
Contractor for purposes of obtaining reimbursement under
Contractor’s Government contracts; and






	 	b.	 	The amount of financing payments that have been
paid by cash, check, or other forms of payment to subcontractors.






	 	1.7.2	 	Allowable indirect costs under this contract shall be obtained
by applying indirect cost rates established by Contractor in accordance with
the Contractor’s published Cost Accounting Disclosure Statement.
	 
	 	1.7.3	 	Any statements in specifications or other documents
incorporated in this contract by reference designating performance of services
or furnishing of materials at the Contractor’s expense or at no cost to Company
shall be disregarded for purposes of cost-reimbursement under this clause.





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Client Name: USEC, Inc.

Project Name: ACP Project

Project Location: Piketon, OH
	 	CONTRACT PART II — COMMERCIAL TERMS
COST PLUS FIRM FIXED FEE
Contract No..: A1PH-40-K101







	2.0	 	PRICING BASIS






	 	2.1	 	All rates and prices set forth herein include all Contractor’s costs, expenses,
overhead and profit for complete performance of the Work. All rates and prices are to
be revisited on an annual basis.
	 
	 	2.2	 	All rates and prices set forth herein shall include, but shall not be limited
to all taxes, duties, fees, and insurance.
	 
	 	2.3	 	All rates and prices utilized as part of this Contract shall be expressed in
U.S. Dollars and such pricing shall not be subject to change in the event of
fluctuation in the rate of exchange of any other currency against the U.S. Dollar.
	 
	 	2.4	 	The all-in rates and all rates and prices set forth herein shall include all
costs associated with, and relative to, performing Work in accordance with and working
in accordance with all applicable local, state and federal safety regulations, as well
as Owner’s and Company’s safety, security and fire regulations.
	 
	 	2.5	 	The all-in rates and all prices shall apply regardless of when the Work is
performed, be it day or night or a holiday, unless Company accepts in writing, prior to
performance, that Work performed outside of normal working hours is subject to
additional compensation to Contractor.
	 
	 	2.6	 	The Contract Price, pricing for changes, and all other prices and rates set
forth herein shall include receipt, offloading, storage and subsequent handling of
materials to be installed under the Contract, and the loading, transport and disposal
of surplus materials.






	3.0	 	PRICING FOR CHANGES






	 	3.1	 	Company may request, and Contractor shall provide, proposals for scope of work
changes (additions and deletions) which are priced, at Company’s option, by one or a
combination of the following methods:






	 	3.1.1	 	Negotiated lump sums based upon a mutually agreed scope of work.
	 
	 	3.1.2	 	On a time and material basis.
	 
	 	3.1.3	 	On a Cost-Reimbursable plus Firm Fixed Fee basis






	 	 	
	 
	4.0	 	TAXES






	 	4.1	 	Except as otherwise set forth in Sections 4.4 and 4.5 below, Contract Price,
pricing for changes, and all other prices and rates set forth herein, includes all
taxes, duties, fees and other assessments of whatever nature imposed by





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Client Name: USEC, Inc.

Project Name: ACP Project

Project Location: Piketon, OH
	 	CONTRACT PART II — COMMERCIAL TERMS
COST PLUS FIRM FIXED FEE
Contract No..: A1PH-40-K101







	 	 	 	governmental authorities and applicable to the performance of the Work and this
Contract. Contractor shall not be reimbursed for personal property taxes on
fabrication equipment and other property owned by Contractor, and taxes on net
income of Contractor.
	 
	 	4.2	 	Contractor shall pay promptly when due, all such taxes, duties fees and other
assessments set forth in Section 4.1.
	 
	 	4.3	 	Contractor shall be responsible for maintaining and furnishing the necessary
records and documentation required by government authorities and Company to apply for
and obtain tax and duty refunds.
	 
	 	4.4	 	Special Tax Provisions






	 	4.4.1	 	Contractor and Subcontractor(s) are responsible for the
payment of their own Taxes, and except for certain Sales Taxes, Company shall
not pay Contractor or the Subcontractor(s) additional compensation for Taxes.
	 
	 	4.4.2	 	Contractor will work with Company to identify those Work items
that will constitute, upon completion, real property and tangible personal
property for Sales Tax purposes. Company and Contractor will determine the
appropriate Sales Tax treatment of such Work items and ensure that accurate
accounting is undertaken to support tax compliance.
	 
	 	 	 	Unless otherwise provided elsewhere in this Agreement, Contractor and
Subcontractor(s) will be treated as the ultimate consumer of all material
incorporated into real property prior to Company receiving title or
possession of such material as Work items. As ultimate consumers,
Contractor and Subcontractor(s) are the taxpayers liable for paying Sales
Tax on such material. This does not prohibit Contractor or Subcontractor(s)
from seeking reimbursement of Sales Taxes paid on materials incorporated
into real property which becomes part of Work items as provided in this
Section.
	 
	 	4.4.3	 	For purposes of facilitating the administration of the
foregoing, Contractor and Subcontractor(s) shall work with Company to separate
charges in a reasonable fashion between real property and tangible personal
property.
	 
	 	4.4.4	 	Contractor and Subcontractor(s) shall take any steps
reasonably requested by the Company to lawfully minimize the Company’s
liability for taxes.






	 	4.5	 	Owner has determined that the project is exempt from state sales tax pursuant to the provisions
of Ohio state regulations and sales and use tax regulation. A





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Client Name: USEC, Inc.

Project Name: ACP Project

Project Location: Piketon, OH
	 	CONTRACT PART II — COMMERCIAL TERMS
COST PLUS FIRM FIXED FEE
Contract No..: A1PH-40-K101







	 	4.6	 	certificate of exemption will be issued to Contractor by Company, which shall serve
as Contractor’s authorization for excluding payment of state sales tax on all
permanent materials.
	 
	 	4.7	 	Company is required to obtain correct taxpayer identification numbers from all
non-corporate payees who receive payment for services, rents, royalties or interest
that would be subject to IRS Form 1099 reporting. Thirty-one percent (31%) back-up tax
withholding will be imposed on all Form 1099 reportable payments made to Contractor, if
Contractor fails to provide a correct taxpayer identification number.
	 
	 	 	 	Taxpayer I.D. No. 52-2195609






	5.0	 	PAYMENT TERMS






	 	5.1	 	The Contract Price shall be payable in monthly progress payments, payable
thirty (30) calendar days after receipt by Company of a proper invoice. Each progress
payment shall be for one hundred percent (100%) of the earned value of Work completed
by Contractor and the fixed fee up to 85% of the total fixed fee, as determined by
Contractor in accordance with the terms of this Contract and approved by Company, as of
the mutually agreed cut-off date.
	 
	 	5.2	 	In order for Contractor to be eligible to receive any progress payments,
Contractor is required to transmit to Company all applicable Contract documents.
Failure to submit these Contract documents in accordance with the instructions set
forth herein will delay any and all approved progress payments until these requirements
are met. The following is a non-exclusive listing of applicable Contract documents and
the condition in which they must be provided to Company in order to be acceptable:






	 	5.2.1	 	Contract Agreement — fully and correctly executed in
accordance with the instructions set forth in the cover letter transmitted
therewith, with no physical modifications made to any part of the Contract.
	 
	 	5.2.2	 	Evidence of Insurance — certificate(s) of insurance submitted
on the proper forms, from acceptable underwriters, addressed to Company, and
evidencing the minimum coverage limits required by the Contract are in effect.
	 
	 	5.2.3	 	Contract Schedule — a detailed schedule as described in the
Article entitled SCHEDULING, REPORTING AND COORDINATION, set forth in CONTRACT
PART III GENERAL TERMS AND CONDITIONS and as further described in the
Scheduling and Reporting Attachment to this Contract.
	 
	 	5.2.4	 	Partial/Final Payment Release Certificates — submitted on
proper notarized forms satisfactory to Company and which evidence that





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Client Name: USEC, Inc.

Project Name: ACP Project

Project Location: Piketon, OH
	 	CONTRACT PART II — COMMERCIAL TERMS
COST PLUS FIRM FIXED FEE
Contract No..: A1PH-40-K101







	 	 	 	Contractor has paid in full for all labor or materials furnished, all
equipment used, and all subcontractors employed during the time period
covered by the invoice.






	 	5.3	 	The final and/or retention invoice shall be submitted for final payment after
completion and acceptance of Work by Company and compliance by Contractor with all
terms of this Contract. This invoice shall contain a complete itemized listing of
progress and additional work invoices by number, date, gross amount, retention amount,
and the total amount of sums retained and due. Unless otherwise required by applicable
law, final payment shall not be made less than forty-five (45) calendar days after
completion and acceptance of all work and in any event shall not be sooner than
forty-five (45) calendar days after receipt of a proper invoice and supporting
documents to Company. Final payment shall not relieve Contractor of any obligation
under Contract guarantees. This final invoice may not be presented for payment until
Contractor has complied with the requirements of the Article entitled FINAL PAYMENT
CERTIFICATION AND RELEASE, set forth in CONTRACT PART III GENERAL TERMS — STANDARD.
	 
	 	5.4	 	Contractor shall prepare all invoices in a form satisfactory to and approved by
Company. In the event an invoice is submitted, in accordance with Contract terms, for
Work accomplished on a reimbursable or unit price/unit rate basis, it shall be
accompanied by documentation supporting each element of measurement and/or cost. Any
invoice submitted, which fails to comply with the terms of this Contract, including the
requirements of form and documentation, may be returned to Contractor. Any costs
associated with the resubmission of a proper invoice shall be to Contractor’s account.
	 
	 	5.5	 	At Company’s request, Contractor shall furnish evidence, satisfactory to
Company, that all labor and materials furnished and equipment used during the period
covered by an invoice have been paid for in full and that the Work is not subject to
liens or claims on account thereof. Company may withhold payment of invoices until
Contractor furnishes such evidence.






	6.0	 	DETERMINATION OF UNITS
	 
	 	 	All units of Work performed for the Contract Price set forth in Article 1.0 entitled
CONTRACT PRICE and Article 3.0 entitled PRICING FOR CHANGES of this PART II COMMERCIAL
TERMS, shall be determined and documented in accordance with the provisions set forth in the
article entitled DOCUMENTATION AND RIGHT OF AUDIT of CONTRACT PART III GENERAL TERMS AND
CONDITIONS.
	 
	7.0	 	INVOICING INSTRUCTIONS






	 	7.1	 	Contractor shall submit consecutively numbered invoices, with the Contract





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Client Name: USEC, Inc.

Project Name: ACP Project

Project Location: Piketon, OH
	 	CONTRACT PART II — COMMERCIAL TERMS
COST PLUS FIRM FIXED FEE
Contract No..: A1PH-40-K101







	 	 	 	number clearly displayed at the top of each page. Each invoice shall consist of one (1)
original document and two (2) copies, complete with all supporting documentation.
	 
	 	7.2	 	The invoices shall be addressed to Company in its name and address as set forth
in the Contract Signature Document.
	 
	 	7.3	 	Company will advise Contractor of the cut-off date for monthly progress
invoices and Contractor shall submit its invoices within five (5) calendar days after
such cut-off date. Invoices submitted later than five (5) calendar days after the
cut-off date may be paid an additional thirty (30) calendar days later than the payment
terms set forth in this Contract.
	 
	 	7.4	 	Contractor’s invoices shall be accompanied by a progress payment certificate,
in a format prescribed by Company.
	 
	 	7.5	 	Contractor’s invoices shall indicate the time period during which the Work was
performed and for which the invoice is submitted.
	 
	 	7.6	 	Company will not be obligated to pay for invoice items not fully supported by
approved progress measurements and any other such documentation, as may be required.
Company reserves the right to make partial or provisional payment on an invoice in
dispute, pending audit and reconciliation of the total charge.
	 
	 	7.7	 	Contractor shall comply with the requirements of this Contract to furnish the
reports and deliverables in a timely manner and in a format satisfactory to Company.
If Contractor does not submit the reports or deliverables on schedule, in the time
frame stipulated in the Contract, or as requested from time to time by Company, Company
may, at its discretion, withhold an amount from Contractor’s monthly progress payments.
The amount withheld shall continue to be withheld until Contractor submits the reports
or deliverables to Company’s satisfaction.
	 
	 	7.8	 	Invoices for the labor, equipment and materials portions of the work shall be
submitted in accordance with the following:






	 	7.8.1	 	Charges for labor shall be accompanied by Company approved
time reports listing workers’ names, classification, and straight time and
overtime hours.
	 
	 	7.8.2	 	Charges for Contractor rented equipment shall be accompanied by Company approved time reports
listing the equipment type, number,
size and hours along with a copy of Contractor’s rental agreement and invoice from the supplier.
The applicable markup as set forth in the Section entitled Equipment Costs of this PART II
COMMERCIAL





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Client Name: USEC, Inc.

Project Name: ACP Project

Project Location: Piketon, OH
	 	CONTRACT PART II — COMMERCIAL TERMS
COST PLUS FIRM FIXED FEE
Contract No..: A1PH-40-K101







	 	 	 	TERMS shall be shown separately.






	 	7.8.3	 	Charges for materials shall be accompanied by Company signed
receiving documentation, a copy of Contractor’s purchase order and invoice from
the supplier.






	 	a.	 	For materials purchased on an emergency or
small quantity basis not exceeding $1,000.00 USD, Contractor may submit
an itemized supplier invoice in lieu of a purchase order, subject to
approval by Company.
	 
	 	b.	 	For materials drawn from Contractor’s stock,
Contractor shall obtain approval from Company regarding the price and
discounts. In no instance shall the price of Contractor’s material
drawn from Contractor’s stock exceed the prevailing price that Company
could obtain for comparable quantities and types of material from
commercial suppliers.






	 	7.8.4	 	Contractor shall certify on each invoice that all Work covered
by the invoice is complete and that the invoice is correct, authentic and the
only one issued for the Work described therein.






	8.0	 	LIMITATION OF COST






	 	8.1	 	The parties estimate that performance of this contract will not cost Company or
Owner more than the estimated cost specified in Schedule A. The Contractor agrees to
use its best efforts to perform the work specified in the Schedule and all obligations
under this contract within the estimated cost.
	 
	 	8.2	 	The Contractor shall notify Company in writing whenever it has reason to
believe that —






	 	8.2.3	 	The costs the contractor expects to incur under this contract
in the next 60 days, when added to all costs previously incurred, will exceed
75 percent of the estimated cost specified in the Schedule; or
	 
	 	8.2.4	 	The total cost for the performance of this contract will be
either greater or substantially less than had been previously estimated.






	 	8.3	 	As part of the notification, the Contractor shall provide the Company a revised
estimate of the total cost of performing this contract.
	 
	 	8.4	 	Except as required by other provisions of this contract, specifically citing
and stated to be an exception to this clause —





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Client Name: USEC, Inc.

Project Name: ACP Project

Project Location: Piketon, OH
	 	CONTRACT PART II — COMMERCIAL TERMS
COST PLUS FIRM FIXED FEE
Contract No..: A1PH-40-K101







	 	8.4.1	 	Company is not obligated to reimburse the Contractor for costs incurred in
excess of the estimated cost specified in the Schedule A.
	 
	 	8.4.2	 	The Contractor is not obligated to continue performance under
this contract (including actions under the Termination clause(s) of this
contract) or otherwise incur costs in excess of the estimated cost specified in
Schedule A, until Company notifies the Contractor in writing that the estimated
cost has been increased and provides a revised estimated total cost of
performing this contract.






	 	8.5	 	No notice, communication, or representation in any form other than that
specified in above, or from any person other than the Company Procurement and Contracts
Office, shall affect this contract’s estimated cost to Company. In the absence of the
specified notice, Company is not obligated to reimburse the Contractor for any costs in
excess of the estimated cost, whether those excess costs were incurred during the
course of the contract or as a result of termination.
	 
	 	8.6	 	If the estimated cost specified in the Schedule is increased, any costs the
Contractor incurs before the increase that are in excess of the previously estimated
cost shall be allowable to the same extent as if incurred afterward, unless Company
issues a termination or other notice directing that the increase is solely to cover
termination or other specified expenses.
	 
	 	8.7	 	Contract Modifications shall not be considered an authorization to exceed the
estimated cost to Company specified in the Schedule, unless they contain a statement
increasing the estimated cost.
	 
	 	8.8	 	If this contract is terminated or the estimated cost is not increased, Company
and the Contractor shall negotiate an equitable distribution of all property produced
or purchased under the contract, based upon the share of costs incurred by each.





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Client Name: USEC, Inc.

Project Name: ACP Project

Project Location: Piketon, OH
	 	CONTRACT PART II — COMMERCIAL TERMS
COST PLUS FIRM FIXED FEE
Contract No..: A1PH-40-K101






SCHEDULE A




Production Costs



This section includes an estimate reflecting hours and total price by Contractor’s Labor Category,
Other Direct Costs, and travel to produce the Work. The Contractor job classifications used within
this Contract are reflected in the following table and are in compliance with Contractor’s Cost
Accounting Disclosure Statement. This amount also includes production material, described and set
forth in Attachment M — Material Responsibility Matrix.




*****




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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101

	Project Name: ACP PROJECT
	 	 






INDEX OF ARTICLES




	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	 
	 	 	 	 	 	 
	1.0

	 	GUARANTEE
	 	 	2	 
	2.0

	 	INSPECTION, TESTING, QUALITY, & NON-CONFORMANCE
	 	 	3	 
	3.0

	 	CONDITIONS AND RISKS OF WORK
	 	 	5	 
	4.0

	 	ISSUED FOR CONSTRUCTION DRAWINGS AND SPECIFICATIONS
	 	 	5	 
	5.0

	 	INTENT OF SPECIFICATIONS AND DRAWINGS
	 	 	5	 
	6.0

	 	SAFETY AND CLEAN-UP
	 	 	5	 
	7.0

	 	SUBCONTRACTS AND PURCHASE ORDERS
	 	 	6	 
	8.0

	 	TERMINATION
	 	 	6	 
	9.0

	 	STOP WORK ORDERS
	 	 	10	 
	10.0

	 	SCHEDULING, REPORTING AND COORDINATION
	 	 	10	 
	11.0

	 	OVERTIME
	 	 	10	 
	12.0

	 	DELAYS
	 	 	11	 
	13.0

	 	POSSESSION PRIOR TO COMPLETION
	 	 	11	 
	14.0

	 	NOTICE OF COMPLETION AND FINAL ACCEPTANCE
	 	 	11	 
	15.0

	 	CHANGES
	 	 	12	 
	16.0

	 	SUSPENSION OF WORK
	 	 	13	 
	17.0

	 	TERMINATION AT COMPANY’S OPTION
	 	 	13	 
	18.0

	 	CLAIMS
	 	 	13	 
	19.0

	 	PROTECTION OF MATERIALS, EQUIPMENT AND WORK
	 	 	14	 
	20.0

	 	CONTRACTOR’S FABRICATION EQUIPMENT
	 	 	14	 
	21.0

	 	CONTRACTOR’S SHIPMENTS
	 	 	15	 
	22.0

	 	CONTROL OF COMPANY FURNISHED MATERIALS
	 	 	15	 
	23.0

	 	CARE, CUSTODY, CONTROL AND TITLE TO MATERIALS AND EQUIPMENT
	 	 	15	 
	24.0

	 	CONTRACTOR’S PERSONNEL
	 	 	16	 
	25.0

	 	EMPLOYMENT CERTIFICATIONS AND PRACTICES
	 	 	17	 
	26.0

	 	WORK RULES
	 	 	18	 
	27.0

	 	INDEMNITY
	 	 	19	 
	28.0

	 	SURETY INSTRUMENTS
	 	 	20	 
	29.0

	 	CONTRACTUAL RELATIONSHIP
	 	 	20	 
	30.0

	 	PERMITS AND LICENSES
	 	 	20	 
	31.0

	 	INDEPENDENT CONTRACTOR
	 	 	20	 
	32.0

	 	PROPRIETARY INFORMATION
	 	 	21	 
	33.0

	 	PUBLICITY
	 	 	21	 
	34.0

	 	OWNERSHIP AND USE OF DRAWINGS
	 	 	21	 
	35.0

	 	ASSIGNMENTS
	 	 	21	 
	36.0

	 	LAWS AND REGULATIONS
	 	 	21	 
	37.0

	 	EMERGENCY MEDICAL SERVICES
	 	 	22	 
	38.0

	 	DOCUMENTATION AND RIGHT OF AUDIT
	 	 	22	 
	39.0

	 	LIENS
	 	 	23	 
	40.0

	 	RIGHT TO OFFSET
	 	 	23	 
	41.0

	 	FINAL PAYMENT CERTIFICATION AND RELEASE
	 	 	23	 
	42.0

	 	ARBITRATION OPTION
	 	 	24	 
	43.0

	 	VALIDITY OF PROVISIONS
	 	 	24	 
	44.0

	 	WAIVER
	 	 	24	 
	45.0

	 	GRATUITIES
	 	 	24	 
	46.0

	 	INTERPRETATION
	 	 	25	 
	47.0

	 	SURVIVAL
	 	 	25	 
	48.0

	 	TRIAL
	 	 	25	 
	49.0

	 	EXPORT AUTHORIZATIONS
	 	 	25	 
	50.0

	 	NUCLEAR SAFETY, SAFEGUARDS, AND SECURITY
	 	 	26	 
	51.0

	 	ADVANCE PAYMENTS
	 	 	28	 
	52.0

	 	INSURANCE
	 	 	29	 
	53.0

	 	LIMITATION OF LIABILITY
	 	 	30	 
	54.0

	 	PRICE ANDERSON INDEMNIFICATION
	 	 	31	 
	55.0

	 	EXTENSION OF SERVICES
	 	 	33	 






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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101

	Project Name: ACP PROJECT
	 	 








	1.0	 	GUARANTEE
	 
	 	 	INSPECTION OF WORK —COST-REIMBURSEMENT






	 	1.1	 	The Contractor shall provide and maintain an inspection system acceptable to
Company covering the supplies, fabricating methods, and special tooling under this
contract. Complete records of all inspection work performed by the Contractor shall be
maintained and made available to Company during contract performance and for as long
afterwards as the contract requires.
	 
	 	1.2	 	Company has the right to inspect and test the Work to the extent practicable at
all places and times, including the period of manufacture, and in any event before
acceptance. Company may also inspect the plant or plants of the Contractor or any
subcontractor engaged in the contract performance. Company shall perform inspections
and tests in a manner that will not unduly delay the Work.
	 
	 	1.3	 	If Company performs inspection or test on the premises of the Contractor or a
subcontractor, the Contractor shall furnish and shall require subcontractors to furnish
all reasonable facilities and assistance for the safe and convenient performance of
these duties.
	 
	 	1.4	 	Unless otherwise specified in the contract, Company shall accept Work as
promptly as practicable after delivery, and Work shall be deemed accepted 60 days after
delivery, unless accepted earlier.
	 
	 	1.5	 	At any time during contract performance, but no later than 12 months (or such
other time as may be specified in the contract) after acceptance of the Work to be
delivered under the contract, Company may require the Contractor to replace or correct
any Work that is nonconforming at time of delivery. Work is nonconforming when it is
defective in material or workmanship or is otherwise not in conformity with contract
requirements. Except as otherwise provided in paragraph 1.7 below, the cost of
replacement or correction shall be included in allowable cost, determined as described
in PART II — COMMERCIAL TERMS, but no additional fee shall be paid. The Contractor
shall not tender for acceptance Work required to be replaced or corrected without
disclosing the former requirement for replacement or correction, and, when required,
shall disclose the corrective action taken.
	 
	 	1.6	 	If the Contractor fails to proceed with reasonable promptness to perform
required replacement or correction, Company may —






	 	a.	 	By contract or otherwise, perform the
replacement or correction make an equitable reduction in any fixed fee
paid or payable under the contract;
	 
	 	b.	 	Require delivery of undelivered Work an
equitable reduction in any fixed fee paid or payable under the
contract; or
	 
	 	c.	 	Terminate the contract for default.






	 	 	 	Failure to agree on the amount of increased cost to be charged to the Contractor or
to the reduction in the fixed fee shall be a dispute.
	 
	 	1.7	 	Notwithstanding paragraphs above, Company may at any time require the
Contractor to correct
or replace, without cost to Company, nonconforming Work if the nonconformances are
due to (1) fraud, lack of good faith, gross negligence or willful misconduct on the
part of the Contractor’s managerial personnel or (2) the conduct of one or more of
the Contractor’s employees selected

or retained by the Contractor after any of the Contractor’s managerial personnel has
reasonable





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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101

	Project Name: ACP PROJECT
	 	 






	 	 	 	grounds to believe that the employee is habitually careless or unqualified.
	 
	 	1.8	 	This clause applies in the same manner to correct or replace Work as to Work originally delivered.
	 
	 	1.9	 	The Contractor shall have no obligation or liability under this contract to
replace Work that was nonconforming at the time of delivery, except as provided in this
clause.






	2.0	 	INSPECTION, TESTING, QUALITY, & non-conformance






	 	2.1	 	Contractor shall inspect all materials, supplies and equipment which are to be
incorporated in the Work. In addition, Contractor shall conduct a continuous program of
quality control for all Work. Contractor’s quality control program and inspection
procedures for the foregoing shall be submitted in writing to Company for review and
approval, in sufficient detail to delineate those items to be inspected and the manner
in which they are to be inspected, and shall adequately describe all quality control
activities contemplated, including provision for adequate documentation of Contractor’s
performance of such quality control and inspection.
	 
	 	2.2	 	Contractor shall, during the course of performance of the Work hereunder make
or cause to be made all tests required by this Contract. Company or Owner may require
additional inspections and tests. Contractor shall furnish Company with satisfactory
documentation of the results of all inspections and tests. Company and Owner shall be
given not less than five (5) working days notice of any tests to be made by Contractor
or Contractor’s subcontractors in order that Company or Owner may witness any such
tests. NOTE: THE CONTRACTOR SHALL NOT SHIP THE WORK DESCRIBED IN THIS CONTRACT
WITHOUT EITHER COMPANY’S FINAL INSPECTION OR A WRITTEN WAIVER OF INSPECTION FROM
COMPANY.
	 
	 	2.3	 	Company and Owner and their representatives, and others as may be required by
applicable laws, ordinances and regulations, shall have the right at all reasonable
times to inspect the Work and all material, supplies and equipment for the Work at the
Fabrication and Storage Facility and its subcontractors’ shops for conformance with the
Contract. Contractor shall provide, or cause to be provided access and sufficient, safe
and proper facilities for such inspections. Neither the failure to make such inspection
nor to discover defective workmanship, materials or equipment, nor approval of such
Work, materials or equipment shall prejudice the rights of Company or Owner.
	 
	 	2.4	 	Rejection by Company or Owner of any or all parts of defective Work for failure
to conform to this Contract shall be final and binding. Such rejected Work shall be
promptly corrected or replaced by Contractor. If Contractor fails to commence and
diligently continue correction or replacement of such rejected Work immediately after
receipt of written notice from Company to correct or replace the rejected Work, Company
or Owner may at its option remove and replace the rejected Work.
	 
	 	2.5	 	Quality Program
	 
	 	 	 	The Contractor shall maintain a quality program acceptable to Company and Owner in
accordance with the quality requirements set forth in this Agreement (including the
Drawings and Specifications or SOW) and perform all Work under this Agreement
according to this program.
The extent of the program is dependent upon the importance to safety, type, and use
of the item
or service being procured. Company and Owner shall have the right to inspect the
Contractor’s Fabrication and Storage Facility to ensure compliance with this program.
The Contractor shall provide access to the Company or Owner’s Representative, or
his/her designated representative,
at all reasonable times to work areas and to the Contractor’s records or Work
performed under





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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101

	Project Name: ACP PROJECT
	 	 






	 	 	 	this Agreement (including access to all procurement documents). The Owner’s
verification activities do not relieve the Contractor for the responsibility for
verification of quality achievement.
	 
	 	 	 	The Contractor shall fabricate, clean, erect, package, ship, handle, store, test,
inspect and accept all suppliers and services acquired for use under this Agreement
according to any special instructions and requirements as identified in this
Agreement (including the Drawings and Specifications and the SOW).
	 
	 	 	 	The Contractor shall evaluate its lower-tier suppliers that supply items or services
covered by the requirements of this Section to ensure that the supplier has a Quality
Program that is acceptable under this Section.
	 
	 	2.6	 	Nonconforming Materials/Work






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






	 	a.	 	A complete documented description of the
item/service required in the Scope of Work and the item/service that
the Contractor or Subcontractor(s) proposes to supply/perform.
	 
	 	b.	 	The differences between the item/service
required in the Scope of Work and the item/service that the Contractor
or Subcontractor(s) proposes to supply/perform.
	 
	 	c.	 	The reasons why the Contractor or
Subcontractor(s) cannot supply/perform the item/service as specified in
this Agreement.
	 
	 	d.	 	Verification that the proposed item/service is
the functional equivalent of and has the same characteristics as the
item/service specified in the Scope of Work.






	 	2.6.2	 	The disposition of all Contractor or Subcontractor(s) identified
non-conformances with a proposed disposition of “use-as-is” or “repair” must be
approved, in writing, by the Company or Owner’s Representative before Contractor
or Subcontractor(s) implementation of the proposed disposition.
	 
	 	2.6.3	 	The Contractor or Subcontractor(s) agrees to report
non-conformances and the following or as specified in this Agreement:






	 	a.	 	Violation of technical or material
requirements.
	 
	 	b.	 	Violation of requirements of Company and Owner
approved documents.
	 
	 	c.	 	Non-conformances that cannot be corrected by
continuation of the manufacturing process or by rework.
	 
	 	d.	 	Items/services that do/does not conform to the
original requirements even though the item/services can be restored to
a condition such that the capability of the item/services to function
is unimpaired.
	 
	 	e.	 	The Contractor or Subcontractor(s) further
agrees to cooperate with Company or Owner in evaluating
non-conformances and during Company or Owner verification of the
implementation of the Company or Owner approved disposition.





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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101

	Project Name: ACP PROJECT
	 	 











	3.0	 	CONDITIONS AND RISKS OF WORK


	 
	 	 	

RESERVED
	 
	4.0	 	ISSUED FOR Construction DRAWINGS AND SPECIFICATIONS






	 	4.1	 	The Work shall be performed using only drawings and specifications marked
“Issued for Construction” or equivalent by Company.
	 
	 	4.2	 	Contractor shall perform all Work outside of the areas marked “HOLD” on “Issued
for Construction” specifications and drawings to maintain the schedule of Work, but
shall not perform any Work in the areas or sections marked “HOLD” on “Issued for
Construction” specifications and drawings until revised “Issued for Construction”
specifications and drawings are received with the “HOLD” markings deleted.
	 
	 	4.3	 	If Contractor’s schedule will be delayed by “HOLD” markings on specifications
and drawings, Contractor shall report such delay to Company in writing not less than
five (5) working days prior to the start of the delay.
	 
	 	4.4	 	Contractor shall maintain at the Fabrication and Storage Facility, a complete
and current set of “Issued for Construction” drawings and specifications.






	5.0	 	INTENT OF SPECIFICATIONS AND DRAWINGS






	 	5.1	 	The specifications and drawings may not be complete in every detail. Contractor
shall comply with their manifest intent and general purpose, taken as a whole, and
shall not make use of any errors or omissions therein to the detriment of the Work.
Should any conflict, error, omission or discrepancy appear in the drawings,
specifications, instructions, in work done by others, or in Fabrication and Storage
Facility conditions, Contractor shall notify Company in writing at once and Company
will issue written instructions to be followed. If Contractor proceeds with any of the
Work in question prior to receiving such instructions, then required corrections shall
be at Contractor’s expense.






	 	5.2	 	Contractor shall not deviate from the specifications and drawings without prior
written approval from Company.






	 	5.3	 	Materials shall not be substituted for those specified, nor shall “or equal”
items be furnished pursuant to the specifications without Company prior written
approval.






	6.0	 	SAFETY AND CLEAN-UP






	 	6.1	 	Contractor shall take necessary safety and other precautions to protect
property and persons from damage, injury or illness arising out of the performance of
the Work. Contractor shall comply strictly with local, municipal, provincial, state and
national laws, orders, and regulations pertaining to health or safety which are
applicable to Contractor or to the Work, including without limitation the Occupational
Safety and Health Act of 1970 (84 U.S. Statutes 1590), as amended, and any state plans
approved thereunder and regulations thereunder, to the extent applicable. At all times
while any of Contractor’s employees, agents or subcontractors are working on the ACP
Project, Contractor shall be solely responsible for providing them with a safe place of
employment, and Contractor shall inspect the places where its employees, agents or
subcontractors are going to be working and shall promptly take action to correct
conditions which are or may become an unsafe place of employment for them.





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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101

	Project Name: ACP PROJECT
	 	 






	 	6.2	 	Accidents, injuries and illnesses requiring medical attention other than first aid,
damage to property of Company, Owner or Contractor, and fires shall be orally
reported to Company at the time of the incident. Written reports, satisfactory in
form and content to Company shall be submitted by Contractor within forty-eight (48)
hours after each incident.
	 
	 	6.3	 	Contractor shall maintain, in form and content approved by Company, accident,
injury, and illness statistics which shall be available for inspection by, and
submitted to, Company upon its written request.
	 
	 	6.4	 	Contractor shall keep Fabrication Facility and the vicinity thereof clean and
free of any debris and rubbish caused by the Work and on completion of the Work, shall
leave such premises clean and ready for use. Areas used for the purposes of
material/equipment lay-down, temporary facilities, storage and the like shall be
restored to the condition existing prior to Contractor’s occupation.






	7.0	 	SUBCONTRACTS AND PURCHASE ORDERS






	 	7.1	 	As used in this Contract, the term “subcontract” shall also include purchase
orders and rental agreements for materials or equipment, and the term “subcontractor”
shall also include vendors or suppliers of such material or equipment.
	 
	 	7.2	 	Contractor shall not subcontract performance of all or any portion of the Work
under this Contract without first notifying Company of the intended subcontracting and
obtaining Company acceptance in writing of the subcontracting and the subcontractor. If
requested by Company, Contractor shall furnish Company a copy of the proposed
subcontract for Company review of the terms and conditions thereof and shall not
execute such subcontract until Company has accepted such terms. Failure of Contractor
to comply with this Section may be deemed by Company to be a material breach of this
Contract.
	 
	 	7.3	 	Contractor guarantees that its subcontractors will comply fully with the terms
of this Contract applicable to the portion of the Work performed by them. If any
portion of the Work which has been subcontracted by Contractor is not prosecuted in
accordance with this Contract, on request of Company, the subcontractor shall be
replaced and shall not be employed again on the Work.
	 
	 	7.4	 	Contractor shall include a provision in every subcontract that it places
authorizing assignment of such subcontract to Company or Owner without requiring
further consent from such subcontractor or supplier.
	 
	 	7.5	 	Company shall have the right from time to time to contact Contractor’s
subcontractors to discuss their progress.
	 
	 	7.6	 	Contractor shall not be relieved of its responsibility for the Work by virtue
of any subcontracts it may place regardless of Company’s acceptance of such
subcontract.
	 
	 	7.7	 	The United Nations Convention on Contracts for the International Sale of Goods
does not apply to this Contract and shall be disclaimed and excluded from any
subcontracts placed by Contractor.






	8.0	 	TERMINATION






	 	8.1	 	Company may terminate performance of work under this contract in whole or, from
time to time, in part, if —





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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101

	Project Name: ACP PROJECT
	 	 








	 	8.1.1	 	Company determines that a termination is in the Owner’s interest
(Termination for the convenience of Company); or
	 
	 	8.1.2	 	The Contractor defaults in performing this contract and fails to
cure the default within 10 days (unless extended by the Company) after receiving
a notice specifying the default. “Default” includes failure to make progress in
the work so as to endanger performance.






	 	8.2	 	The Company shall terminate by delivering to the Contractor a Notice of
Termination specifying whether termination is for default of the Contractor or for
convenience of Company, the extent of termination, and the effective date. If, after
termination for default, it is determined that the Contractor was not in default or
that the Contractor’s failure to perform or to make progress in performance is due to
causes beyond the control and without the fault or negligence of the Contractor as set
forth in the Delays clause, the rights and obligations of the parties will be the same
as if the termination was for the convenience of Company.
	 
	 	8.3	 	After receipt of a Notice of Termination, and except as directed by the
Company, the Contractor shall immediately proceed with the following obligations,
regardless of any delay in determining or adjusting any amounts due under this clause:






	 	8.3.1	 	Stop work as specified in the notice.
	 
	 	8.3.2	 	Place no further subcontracts or orders (referred to as
subcontracts in this clause), except as necessary to complete the continued
portion of the contract.
	 
	 	8.3.3	 	Terminate all subcontracts to the extent they relate to the work
terminated. Alternatively, Company may, in its sole discretion, require that
contracts between Contractor and any such subcontractor be assigned to Owner or
Company, and Contractor hereby authorizes and consents to any such assignment.
	 
	 	8.3.4	 	Assign to Company, as directed by the Company, all right, title,
and interest of the Contractor under the subcontracts terminated, in which case
Company shall have the right to settle or to pay any termination settlement
proposal arising out of those terminations.
	 
	 	8.3.5	 	With approval or ratification to the extent required by the
Company, settle all outstanding liabilities and termination settlement proposals
arising from the termination of subcontracts, the cost of which would be
reimbursable in whole or in part, under this contract; approval or ratification
will be final for purposes of this clause.
	 
	 	8.3.6	 	Transfer title (if not already transferred) and, as directed by
the Company, deliver to Company —






	 	a.	 	The fabricated or unfabricated parts, work in
process, completed work, supplies, and other material produced or
acquired for the work terminated;
	 
	 	b.	 	The completed or partially completed plans,
drawings, information, and other property that, if the contract had
been completed, would be required to be furnished to Company; and
	 
	 	c.	 	The jigs, dies, fixtures, and other special
tools and tooling acquired or manufactured for this contract, the cost
of which the Contractor has been or will be reimbursed under this
contract.






	 	8.3.7	 	Complete performance of the work not terminated.





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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101

	Project Name: ACP PROJECT
	 	 






	 	8.3.8	 	Take any action that may be necessary, or that the Company may direct, for
the protection and preservation of the property related to this contract
that is in the possession of the Contractor and in which Company has or may
acquire an interest.
	 
	 	8.3.9	 	Use its best efforts to sell, as directed or authorized by the
Company, any property of the types referred to in subparagraph 8.3.6 of this
clause; provided, however, that the Contractor (i) is not required to extend
credit to any purchaser and (ii) may acquire the property under the conditions
prescribed by, and at prices approved by, the Company. The proceeds of any
transfer or disposition will be applied to reduce any payments to be made by
Company under this contract, credited to the price or cost of the work, or paid
in any other manner directed by the Company.
	 
	 	8.3.10	 	The Contractor shall submit complete termination inventory schedules no later
than 60 days from the effective date of termination, unless extended in writing
by the Company upon written request of the Contractor within this 60-day period.
	 
	 	8.3.11	 	The Contractor may submit to the Company a list, certified as to quantity and
quality, of termination inventory not previously disposed of, excluding items
authorized for disposition by the Company. The Contractor may request Company to
remove those items or enter into an agreement for their storage. Within 15 days,
Company will accept the items and remove them or enter into a storage agreement.
The Company may verify the list upon removal of the items, or if stored, within
45 days from submission of the list, and shall correct the list, as necessary,
before final settlement.
	 
	 	8.3.12	 	After termination, the Contractor shall submit a final termination settlement
proposal to the Company in the form and with the certification prescribed by the
Company. The Contractor shall submit the proposal promptly, but no later than 90
days from the effective date of termination, unless extended in writing by the
Company upon written request of the Contractor within this 90 day period.
However, if the Company determines that the facts justify it, a termination
settlement proposal may be received and acted on after 90 day or any extension.
If the Contractor fails to submit the proposal within the time allowed, the
Company may determine, on the basis of information available, the amount, if
any, due the Contractor because of the termination and shall pay the amount
determined.
	 
	 	8.3.13	 	Subject to paragraph 8.3.12 of this clause, the Contractor and the Company may
agree on the whole or any part of the amount to be paid (including an allowance
for fee) because of the termination. The contract shall be amended, and the
Contractor paid the agreed amount.
	 
	 	8.3.14	 	If the Contractor and the Company fail to agree in whole or in part on the
amount of costs and/or fee to be paid because of the termination of work, the
Company shall determine, on the basis of information available, the amount, if
any, due the Contractor, and shall pay that amount, which shall include the
following:






	 	a.	 	All costs reimbursable under this contract, not
previously paid, for the performance of this contract before the
effective date of the termination, and those costs that may continue
for a reasonable time with the approval of or as directed by the
Company; however, the Contractor shall discontinue these costs as
rapidly as practicable.
	 
	 	b.	 	The cost of settling and paying termination
settlement proposals under terminated subcontracts that are properly
chargeable to the terminated portion of the contract if not included in
subparagraph 8.3.14.(a) of this clause.





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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101

	Project Name: ACP PROJECT
	 	 






	 	c.	 	The reasonable costs of settlement of the work terminated, including —






	 	(i.) 	 	 The termination and settlement of
subcontracts (excluding the amounts of such settlements); and
	 
	 	(ii.) 	 	 Storage, transportation, and other
costs incurred, reasonably necessary for the preservation,
protection, or disposition of the termination inventory. If the
termination is for default, no amounts for the preparation of the
Contractor’s termination settlement proposal may be included.






	 	d.	 	A portion of the fee payable under the
contract, determined as follows:






	 	(i.) 	 	 If the contract is terminated for the
convenience of Company, the settlement shall include a percentage
of the fee equal to the percentage of completion of work
contemplated under the contract, but excluding subcontract effort
included in subcontractors’ termination proposals, less previous
payments for fee.
	 
	 	(ii.) 	 	 If the contract is terminated for
default, the total fee payable shall be such proportionate part of
the fee as the total number of articles (or amount of services)
delivered to and accepted by Company is to the total number of
articles (or amount of services) of a like kind required by the
contract.






	 	e.	 	If the settlement includes only fee, it will be
determined under subparagraph 8.3.14(d) of this clause.






	 	8.3.15	 	The Contractor shall have the right of appeal from any determination made by
the Company under paragraph 8.3.12 or 8.3.14 of this clause, except that if the
Contractor failed to submit the termination settlement proposal within the time
provided in paragraph 8.3.12 and failed to request a time extension, there is no
right of appeal. If the Company has made a determination of the amount due under
paragraph 8.3.12 or 8.3.14 of this clause, Company shall pay the Contractor —






	 	a.	 	The amount determined by the Company if there
is no right of appeal or if no timely appeal has been taken; or






	 	b.	 	The amount finally determined on an appeal.






	 	8.3.16	 	In arriving at the amount due the Contractor under this clause, there shall be
deducted:






	 	a.	 	All unliquidated advance or other payments to
the Contractor, under the terminated portion of this contract;






	 	b.	 	Any claim which Company has against the
Contractor under this contract; and






	 	c.	 	The agreed price for, or the proceeds of sale
of materials, supplies, or other things acquired by the Contractor or
sold under this clause and not recovered by or credited to Company.






	 	8.3.17	 	The Contractor and Company must agree to any equitable adjustment in fee for
the continued portion of the contract when there is a partial termination. The
Company shall amend the contract to reflect the agreement.






	 	a.	 	Company may, under the terms and conditions it
prescribes, make partial
payments and payments against costs incurred by the Contractor for the
terminated portion of the contract, if the Company believes the total of
these payments will not exceed the amount to which the Contractor will
be entitled.





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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 







	 	b.	 	If the total payments exceed the amount finally
determined to be due, the Contractor shall repay the excess to Company
upon demand.






	9.0	 	STOP WORK ORDERS
	 
	 	 	Upon failure of Contractor or its subcontractors to comply with any of the requirements of
this Contract, Company shall have the authority to stop any operations of Contractor or its
subcontractors affected by such failure until such failure is remedied or to terminate this
Contract in accordance with Article 8.0. No part of the time lost due to any such stop work
orders shall be made the subject of a claim for extension of time or for increased costs or
damages by Contractor. Any cost delta resulting from a stop work issued hereunder would be
performed at cost only with no additional fee.
	 
	10.0	 	SCHEDULING, REPORTING AND COORDINATION






	 	10.1	 	Contractor shall schedule and coordinate the details of the Work being
performed to meet the schedule requirements set forth in Part I of this Contract.
Within thirty (30) calendar days after award of this Contract and before submittal of
the first invoice, Contractor shall submit to Company for approval, a detailed schedule
showing the sequence in which Contractor proposes to perform the Work, the start and
completion dates of all separable portions of the Work, manpower forecasts, materials
procurement and delivery plans and any other information specified by Company.
Contractor agrees to adhere to the schedule approved by Company and attend and
participate in scheduled progress and coordination meetings called by Company.
	 
	 	10.2	 	During the performance of Work, Contractor shall submit to Company periodic
progress reports on the actual progress and updated schedules as may be required by
this Contract or requested by Company. In the event Contractor’s performance of the
Work is not in compliance with the schedule established for such performance, Company
may, in writing, require the Contractor to submit its plan for schedule recovery, or
specify in writing the steps to be taken to achieve compliance with such schedule,
and/or exercise any other remedies under this Contract. Contractor shall thereupon take
such steps as may be directed by Company or otherwise necessary to improve its
progress.
	 
	 	10.3	 	Contractor recognizes that Company, Owner, other contractors and subcontractors
may be working concurrently at the Fabrication Facility. Contractor agrees to cooperate
with Company, Owner and other contractors so that the project as a whole will progress
with a minimum of delays. Company reserves the right to direct Contractor to schedule
the order of performance of its Work in such manner as not to interfere with the
performance of others.
	 
	 	10.4	 	If any part of Contractor’s Work is dependent upon the quality and/or
completeness of work performed under another contract, Contractor shall inspect such
other work and promptly report to Company any defects therein which render such work
unsuitable for the proper execution of the Work under this Contract.






	11.0	 	OVERTIME
	 
	 	 	RESERVED




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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 








	12.0	 	DELAYS






	 	12.1	 	In the event Contractor, Company or Owner is delayed in performing any of their
respective obligations in this Contract and such delay is caused by acts of God, war,
riots, civil insurrection, acts of the public enemy, accidents, acts of civil or
military authority, fires, floods, or earthquakes, beyond the reasonable control of the
party delayed, such delay will be excused and the period of such delay will be added to
the time for performance of the obligation delayed. In the event any delay due to the
foregoing causes or events occurs or is anticipated, the party delayed or anticipating
delay shall promptly notify the other party in writing of such delay or expected delay
and the cause and estimated duration of such delay. In the event of a delay due to the
foregoing causes or events, the party delayed shall exercise due diligence to shorten
and avoid the delay and shall keep the other party advised as to the continuance of the
delay and steps taken to shorten or terminate the delay.
	 
	 	12.2	 	Contractor shall, within five (5) working days of the commencement of any
delay, give to Company written notice thereof and of the anticipated effects thereof.
Within two (2) working days of the termination of any delay, Contractor shall file a
written notice with Company specifying the actual duration of the delay. If Company
determines that a delay was beyond the control and without the fault or negligence of
Contractor or its subcontractors and not foreseeable by Contractor at the effective
date of this Contract, Company shall determine the duration of the delay and shall
extend the time of performance of this Contract thereby.
	 
	 	12.3	 	Contractor shall not be entitled to, and hereby expressly waives recovery of,
any damages for lost profits suffered by reason of delays of any nature,






	13.0	 	POSSESSION PRIOR TO COMPLETION
	 
	 	 	Company and Owner shall have the right to move into, take control, and utilize Contractor’s
Fabrication and Storage Facilities and the right to take possession of or use any completed
or partially completed part of Contractor’s Work as Company or Owner deem necessary for
their operations. In the event Company or Owner desire to exercise the foregoing right,
Company will so notify Contractor in writing. Such possession or use shall not constitute
acceptance of Contractor’s Work. Company or Owner may, in its sole discretion, require that
the Fabrication Facility lease between Contractor and the Fabrication Facility Landlord be
assigned to Owner or Company, and Contractor hereby authorizes and consents to any such
assignment.
	 
	14.0	 	NOTICE OF COMPLETION AND FINAL ACCEPTANCE






	 	14.1	 	When Contractor deems the Work fully completed, including satisfactory
completion of such inspections, tests and documentation as are specified in this
Contract, Contractor shall, within ten (10) working days thereafter, give a written
Notice of Completion of the Work to Company, specifying the Work completed and the date
it was completed. Within thirty (30) calendar days after receipt of said Notice of
Completion, Company may inspect the Work and shall either reject the Notice of
Completion and specify defective or uncompleted portions of the Work, or shall give the
Contractor a written Notice of Acceptance of the Work for the purpose of final
acceptance only.
	 
	 	14.2	 	In the event Company rejects the Notice of Completion and specifies defective
or uncompleted portions of the Work, Contractor shall within five (5) working days
provide for Company review
and approval, a schedule detailing when all defects will be corrected and/or the
Work will be completed and shall proceed to remedy such defective and uncompleted
portions of the Work. Thereafter, Contractor shall again give Company a written
Notice of Completion of the Work, specifying a new date for the completion of the
Work based upon the date such defective or




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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 








	 	 	 	uncompleted portions of the Work were corrected. The foregoing procedure shall apply
again and successively thereafter until Company has given Contractor written Notice
of Acceptance.
	 
	 	14.3	 	Any failure by Company to inspect or to reject the Work or to reject
Contractor’s Notice of Completion as set forth above, shall not be deemed to be
acceptance of the Work nor imply acceptance of, or agreement with, said Notice of
Completion.






	15.0	 	CHANGES






	 	15.1	 	The Scope of Work shall be subject to change by additions, deletions or
revisions thereto by Company. Contractor will be notified of such changes by receipt of
additional and/or revised drawings, specifications, exhibits or other written
notification.
	 
	 	15.2	 	If, upon receipt of any notification, Contractor considers that a change is
involved that could affect its costs of performing the Work or upon the schedule for
performance of the Work, Contractor is obligated to inform Company within ten (10)
working days of Contractor receiving the notification. Unless Contractor notifies
Company in accordance with this Section, Contractor is obliged to perform the Work in
accordance with the change and will be reimbursed at cost plus no additional fee.
	 
	 	15.3	 	Contractor shall submit to Company within thirty (30) working days after
submission of the notification from Contractor required under Section 15.2, above, a
detailed takeoff with supporting calculations and pricing for the change, together with
any requested adjustments in the schedule. The pricing shall be itemized as required by
Company and shall be in sufficient detail to permit an analysis of all labor, material
and equipment and shall cover all work involved in the change, whether such work was
deleted, added or modified. Amounts related to subcontracts shall be supported in
similar detail. Any adjustments to the schedule must be accompanied by a revised
version of the detailed schedule, agreed in accordance with Section 10.1 demonstrating
that any proposed changes to the schedule have been caused by the change and have
affected a critical path on such previously agreed detailed schedule.
	 
	 	15.4	 	If Contractor does not provide the detailed take-off to Company, within the
time allowed by Section 15.3, Contractor will have waived any right to additional fee
for the change.
	 
	 	15.5	 	Contractor shall not perform changes in the Work in accordance with Section
15.1 until Company and Owner have approved in writing the pricing for the change and
any adjustment in the schedule for performance of the Work, except as set forth in
Sections 15.4 and 15.6. Upon receiving such written approval from Company and Owner,
Contractor shall diligently perform the change in strict accordance with this Contract.
	 
	 	15.6	 	Notwithstanding Section 15.5 Company may expressly authorize Contractor in
writing to perform the change prior to such approval by Company and Owner. Contractor
shall not suspend performance of this Contract during the review and negotiation of any
change, except as may be directed by Company pursuant to Article 16.0, Suspension of
Work. In the event Company, Owner and Contractor are unable to reach timely agreement
regarding any change, Contractor shall then comply with Article 18.0, Claims.
	 
	 	15.7	 	Contractor shall not comply with oral changes in the Work. If Contractor
believes that any oral notice or instruction received from Company will involve a
change in the cost, time to perform or integrity of the Work, it shall require that the
notice or instruction be given in writing and shall comply with the provisions of
Sections 15.2, 15.3, 15.5 and 15.6. Any costs incurred by
Contractor to perform oral changes shall be for Contractor’s account, and Contractor
waives any




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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 








	 	 	 	and all rights to claim from Company or Owner for such costs or additional time to
perform the Work as a result of compliance by Contractor with such oral changes.






	16.0	 	SUSPENSION OF WORK






	 	16.1	 	Company may, at any time and from time to time, by written notice to
Contractor, suspend further performance of all or any portion of the Work by
Contractor. Said notice of suspension shall specify the date of suspension and the
estimated duration of the suspension. Such suspensions shall not exceed one hundred
eighty (180) consecutive calendar days each nor aggregate more than two hundred seventy
(270) calendar days. Upon receiving any such notice of suspension, Contractor shall
promptly suspend further performance of the Work to the extent specified, and during
the period of such suspension shall properly care for and protect all Work in progress
and materials, supplies, and equipment Contractor has on hand for performance of the
Work. Upon the request of Company, Contractor shall promptly deliver to Company copies
of outstanding subcontracts of Contractor and shall take such action relative to such
subcontracts as may be directed by Company. Contractor shall use its best efforts to
utilize its material, labor and equipment in such a manner as to mitigate costs
associated with suspension. Company may at any time, withdraw the suspension of
performance of the Work as to all or part of the suspended Work by written notice to
Contractor specifying the effective date and scope of withdrawal, and Contractor shall
resume diligent performance of the Work for which the suspension is withdrawn on the
specified effective date of withdrawal.
	 
	 	16.2	 	If Contractor believes that any such suspension or withdrawal of suspension
justifies modification of the Contract Price, Contractor shall comply with the
provisions of the procedure set forth in Article 15.0, Changes. Contractor’s final
claim for modification of the Contract Price shall substantiate Contractor’s increased
costs for such suspension or withdrawal of suspension, with documents satisfactory to
Company. Upon Company’s verification and approval of such additional costs, Contractor
and Company shall agree upon an adjustment in the Contract Price, based upon such
verified and approved additional costs as full settlement to Contractor for the
suspension or withdrawal of suspension. Contractor shall not be entitled to any
prospective profits or any damages because of such suspensions or withdrawals of
suspension.






	17.0	 	TERMINATION AT COMPANY’S OPTION
	 
	 	 	RESERVED
	 
	18.0	 	CLAIMS






	 	18.1	 	If, for any reason, Contractor considers that a change event has occurred
pursuant to which it has a right to claim compensation from Company or an extension to
the schedule, Contractor shall notify Company in writing of the existence of such claim
within five (5) working days of the Parties’ failure to reach a timely agreement
pursuant to Section 15.6 for changes or from the occurrence of the event in question
for other claims. Within ten (10) days of giving such a notification, Contractor shall
submit to Company the proposed cost and schedule effect of the change. In this respect,
Contractor shall comply with the provisions of Section 15.3. Contractor shall
substantiate its claim with payroll documents, paid invoices, receipts, records of
performance and other documents satisfactory to Company and subject to its
verification. Neither Company nor Owner shall be liable for, and Contractor hereby
waives, any claim or potential claim of Contractor which was not reported by Contractor
in accordance with the provisions of this Article, regardless of the cause including
the negligence of Company and Owner.




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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 








	 	18.2	 	Company will determine the extent, if any, to which the Contract Price is to be
changed by reason of the claim and the extent to which the schedule is to be changed
by reason of the claim. Company will advise Contractor of the result of this
determination and will issue a Contract modification accordingly. If Contractor
disputes Company’s determination and notifies Company within five (5) working days
of receiving it, Contractor may seek to resolve the dispute in accordance with
Article 42. If Contractor elects to proceed pursuant to Article 42, Contractor
agrees to limit its claim to the amount claimed by it in accordance with Section
18.1. In no event shall any work be halted, whether or not the claim can be resolved
to Contractor’s satisfaction, and Contractor shall be bound by the terms and
conditions of this Contract to prosecute the Work without delay to its successful
completion.
	 
	 	18.3	 	The following shall not constitute changes and Contractor has no right to make
any claim in relation thereto:-






	 	18.3.1	 	Instructions, interpretations, decisions or acts by Company which are:






	 	a.	 	to correct errors, omissions, poor engineering,
defective workmanship or other failure of the Contractor to comply with
the Contract; or
	 
	 	b.	 	to remedy a delay in the performance of
Contractor’s work or any additional work caused by Contractor.






	 	18.3.2	 	Any work performed by Contractor required by Company comments to Contractor’s
submittals, to the extent that such comments are consistent with the Contract.






	 	18.4	 	If Contractor fails to follow the requirements of Section 18.1, it shall have
waived any right to make any claim in respect of the change events referred to in
Section 18.1, except that nothing herein shall be construed as otherwise affecting
Contractor’s right of payment under the provisions contained in PART II COMMERCIAL
TERMS. Contractor’s sole remedy in respect of any claim will be as provided in Section
18.2. No claim by Contractor in relation to events referred to in Section 18.1 shall be
allowed after final payment is made pursuant to the provisions set forth in Article
41.0.
	 
	 	18.5	 	Company shall not be bound to any adjustments in the Contract Price or
scheduled time unless expressly agreed to by Company in writing.






	19.0	 	PROTECTION OF MATERIALS, EQUIPMENT AND WORK






	 	19.1	 	Contractor shall at all times, in accordance with the best practices and at no
additional cost to Company or Owner, preserve and protect material and equipment used
by Contractor in the execution of the Work from damage or loss due to weather, fire,
theft, unexplained disappearance or other similar casualty.
	 
	 	19.2	 	Contractor shall at all times, in accordance with the best practices and at no
additional cost to Company or Owner, protect from damage due to Contractor’s
operations, equipment and materials (whether stored or installed), paving, structures
and any and all other items on the Fabrication and Storage Facility belonging to Owner,
Company or others.






	20.0	 	CONTRACTOR’S FABRICATION EQUIPMENT
	 
	 	 	Fabrication equipment obtained or furnished by Contractor which is to be used by Contractor
at the Fabrication and Storage Facility shall be in first-class operating condition, safe,
fit for the uses for which




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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 








	 	 	intended, and suitable for the safe, legal and efficient performance of the Work. Such
equipment shall be subject to inspection from time to time by Company.
	 
	 	 	Any such equipment of Contractor which is rejected by Company as not conforming with the
foregoing shall be promptly removed by Contractor and replaced with equipment acceptable to
Company, without delaying the schedule for performance of the Work by Contractor.
	 
	21.0	 	CONTRACTOR’S SHIPMENTS






	 	21.1	 	Contractor shall be responsible for arranging all shipments of Contractor
supplied materials and equipment to the Fabrication and Storage Facility and shall
consign such shipments to itself as Consignee at the project shipping address, freight
fully prepaid. Contractor shall be responsible for making demurrage agreements and
settlement with carriers for its shipments.




 
	 	 	 	
Contractor shall advise Company, in writing, in advance of major shipments of materials
and equipment and shall coordinate with Company the arrival, unloading and release of
carriers’ equipment. Contractor shall promptly unload its shipments and promptly release
carrier’s equipment.
	 
	 	 	 	In the event Contractor may be unable to promptly unload its shipment, Contractor
shall notify Company of such inability not less than ten (10) working days in
advance of arrival. Company, at its option, may unload or make arrangements for
others to unload such shipments for Contractor.






	22.0	 	CONTROL OF COMPANY FURNISHED MATERIALS






	 	22.1	 	Materials and equipment furnished by Company or Owner shall be received by
Contractor in the presence of Company authorized representative and quantities thereof
shall be checked jointly by Contractor and Company. The delivery and acceptance of all
such materials and equipment shall be recorded in writing, and Contractor shall
evidence receipt and acceptance of such materials and equipment by signing forms
satisfactory to Company.
	 
	 	22.2	 	Contractor shall carefully note any visible damage to Company or Owner
furnished materials and equipment prior to Contractor’s acceptance of delivery. After
Contractor has accepted delivery of such materials and equipment, Contractor shall
assume full responsibility for any loss of or damage to such materials and equipment.
Contractor shall notify Company of any materials and equipment supplied to Contractor
by Company or Owner which are surplus and shall cooperate with Company and Owner in the
disposition of such surplus as directed by Company.
	 
	 	22.3	 	Contractor shall notify Company of any lack of, or requirement for, materials
and equipment required under this Contract to be supplied by Company or Owner in
sufficient time for Company or Owner to furnish said materials or equipment in advance
of Contractor’s need. In the event of misfit of Company or Owner furnished materials or
equipment, Contractor shall promptly notify Company of such misfit. Contractor shall
take all reasonable steps to avoid standby time due to such misfit or lack of Company
or Owner furnished materials or equipment and to continue progress of other portions of
Work pending correction of such misfit and/or the furnishing of materials or equipment.






	23.0	 	CARE, CUSTODY, CONTROL AND TITLE TO MATERIALS AND EQUIPMENT






	 	23.1	 	Good and clear title to all materials and equipment furnished by Contractor under this Contract
for the Work shall, except as expressly provided otherwise, elsewhere in this
Contract, pass to Owner upon completion of the Work. Contractor shall ensure that
subcontractors from whom




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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 








	 	 	 	Contractor obtains materials and equipment do not retain, encumber or reserve title
to such items, and Contractor shall defend, indemnify and hold Company and Owner
harmless from any such claims by its subcontractors.
	 
	 	23.2	 	Notwithstanding the provisions of Section 23.1, the care, custody and control
of Contractor’s Work shall remain with Contractor until such Work has been accepted in
writing by Company and shall thereupon pass to Owner unless Company or Owner notify
Contractor in writing that such care, custody, and control is assumed by Owner at an
earlier date. The taking of possession of such Work pursuant to Article 13.0,
Possession Prior to Completion, shall not constitute the assumption of care, custody
and control of such Work until such time as such Work has either been accepted in
writing by Company or Contractor has been notified as set forth herein.
	 
	 	23.3	 	Contract revenues representing payments to subcontractors shall not be
considered to be earned by Contractor unless and until Contractor has paid the current
invoices of such subcontractor. In the event Company or Owner determines, in its sole
discretion, that Contractor has become insolvent or is in danger of becoming insolvent,
then Company or Owner is authorized, but not required, to make direct payment to
Contractor’s subcontractors with respect to any current or past-due invoices then
outstanding. Alternatively, Company may, in its sole discretion, require that contracts
between Contractor and any such subcontractor be assigned to Owner or Company, and
Contractor hereby authorizes and consents to any such assignment. Owner and Company
shall be entitled to full credit against any obligations to Contractor for any payments
made to any subcontractor under this Section 23.3, whether made pursuant to assigned
subcontracts or otherwise. Title to any materials or equipment for which such direct
payment is made shall pass directly from such subcontractor to Owner.






	24.0	 	CONTRACTOR’S PERSONNEL






	 	24.1	 	At all times during the course of the Work, Contractor shall provide at the
Fabrication and Storage Facility a qualified, competent and responsible key personnel
who shall be satisfactory to Company. The key personnel shall have authority to
represent Contractor and directions given to him shall be binding on Contractor. Upon
Company’s written request, Contractor shall give the supervisor, in writing, complete
authority to act on behalf of, and to bind Contractor in all matters pertaining to the
Work and this Contract. Contractor shall furnish Company a copy of the authorization.
Contractor shall not transfer or remove any of its supervisory or key personnel from
performance of Work without the prior written approval of Company.
	 
	 	24.2	 	Any employee of Contractor deemed by Company or Owner, in their reasonable
judgment, to be objectionable shall be removed from the Fabrication and Storage
Facility immediately upon Company request and shall be promptly replaced by Contractor
at no extra expense to Company or Owner. Contractor shall nevertheless retain all
authority and control over its employees, including responsibility for all costs
arising from providing reasonable accommodations for its employees.
	 
	 	24.3	 	If requested by Company, Contractor shall furnish it with the names and
addresses of Contractor’s subcontractors, field employees of Contractor and its
subcontractors, and others who have performed or are performing the Work hereunder.
	 
	 	24.4	 	The US Government requires that any and all Contractor personnel who perform
work on the USEC ACP project shall be US Citizens. Therefore, within seven (7) days
from award of this contract, Contractor shall submit a listing of its employees who are
assigned duties directly supporting the contract, certifying that they are in
fact US Citizens or Nationals. The listing shall include employees name, address,
telephone number and the source document relied upon to prove US citizenship. A copy of
the employee’s US Passport, birth certificate or Naturalization




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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 








	 	 	 	certificate are acceptable source documents. A Form I-9 is not an
acceptable source document. Source documentation of US citizenship held by the
Contractor is subject to audit.






	25.0	 	EMPLOYMENT CERTIFICATIONS AND PRACTICES






	 	25.1	 	Contractor certifies that it has an affirmative action policy ensuring equal
employment opportunity without regard to race, color, national origin, sex, age,
religion or handicap, that it maintains no employee facilities segregated on the basis
of race, color, religion or national origin and that it is not debarred or suspended
from being awarded federal or federally assisted contracts.
	 
	 	25.2	 	If applicable to this Contract, the following laws, orders and regulations, as
amended, are hereby incorporated by reference: Executive Order 11246; Vietnam Era
Veterans Readjustment Act; Rehabilitation Act of 1973; Veterans Compensation, Education
and Employment Act; 41 CFR 60-1.4 (Equal Employment Opportunity); 41 CFR 60-250.4
(Veterans Affirmative Action); 41 CFR 60-741.4 (Handicap Affirmative Action); 41 CFR
601.40 (Affirmative Action Plans); 41 CFR 601.7 (EE01 Reports); 41 CFR 61650 (Veterans
Employment Reports).Upon request of Company, Contractor will furnish it with a
certificate satisfactory in form to Company that goods furnished by Contractor in
performance of this Contract were produced in full compliance with the requirements of
Sections 6, 7, and 12 of the Fair Labor Standards Act of 1938, as amended, and the
regulations and orders of the U.S. Department of Labor issued under Section 14 thereof.
	 
	 	25.3	 	Notification and Indemnification Obligations with Respect to Section 211 of the
Energy Reorganization Act of 1974, as amended (the “ERA”).






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




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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 








	 	 	 	the status of the allegation itself and all material developments in any
NRC, DOE or judicial proceedings related to the allegation.
	 
	 	25.3.4	 	The Contractor further agrees to indemnify and hold the Owner harmless against
any and all costs, losses, claims, damages, liabilities, civil penalties and
expenses, including reasonable attorneys’ fees, imposed upon or incurred by the
Owner in connection with (A) any DOL proceeding brought against the Owner by an
employee or former employee of the Contractor, or any Subcontractor of the
Contractor, based upon the Contractor’s or its Subcontractor’s actual or alleged
violation of Section 211 with respect to such employee or former employee, (B)
any investigation or enforcement action by the NRC based upon such an actual or
alleged violation of Section 211 or applicable regulations (10 CFR Section 76.7,
10 CFR Section 70.7 or 10 CFR Part 708); and (C) any civil action brought
against the Owner based upon the Contractor’s, or its Subcontractor’s, actual or
alleged violation of Section 211. Such costs, losses, claims, damages,
liabilities, civil penalties and expenses, including reasonable attorney’s fees,
shall not be recoverable from the Owner under any other provisions of this
Agreement.
	 
	 	25.3.5	 	Contractor employees working on the ACP Project may be required to attend
training on the Owner’s Employee Concerns Program. Contractor employees are
authorized access to, and use of, the Owner’s ECP. Contractor shall afford all
employees access to the Owner’s ECP at all reasonable times. Any Contractor
employee working on the ACP Project under this Agreement whose employment is
terminated prior to the completion of this Agreement may be required to meet
with the Owner’s ECP Manager, or his representative, prior to departure from the
ACP Project so that the employee may raise any concerns.
	 
	 	25.3.6	 	Contractor shall maintain records of all adverse employment actions taken
against employees working under this Agreement and shall make these records
available to the Owner upon reasonable request consistent with applicable
federal and state laws.
	 
	 	25.3.7	 	The Contractor further agrees to pass the requirements imposed by this Section
through to its subcontractors by including a provision similar to this Section
in all Subcontracts for the performance of any of the Work; provided
that this requirement may be waived in writing by the Contractor for specific
subcontractors upon the submission of written notice to the Owner’s
Representative advising him/her of such waiver and the basis therefore.
	 
	 	25.3.8	 	Contractor shall notify the Owner’s Representative if any Contractor employee
is subject to an NRC or DOE Order or enforcement action. The Owner reserves the
right to determine that the employee may not be used in the performance of this
Agreement.






	26.0	 	WORK RULES
	 
	 	 	Contractor shall comply strictly with Company and Owner’s rules governing the conduct of
Contractor and Contractor’s employees, agents and subcontractors at and about the
Fabrication and Storage Facility. Contractor agrees that it shall ensure that its
supervisory personnel, employees, agents and subcontractors at the Fabrication and Storage
Facility comply strictly with such rules. Company and Owner reserve the right to, from time
to time, revise any such rules, and Contractor shall comply fully with such rules as revised
in accordance with the foregoing provisions.




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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 








	27.0	 	INDEMNITY






	 	27.1	 	Contractor agrees to defend, indemnify and hold harmless Company and Owner, the
affiliated companies of each, and their directors, officers, employees, agents and
representatives, from and against all claims, demands, causes of action, liability,
loss or expense arising from or relating to any actual or asserted.
	 
	 	27.2	 	Failure by Contractor to comply with any federal, state, or local law,
ordinance, regulation, rule or order, or with this Contract. This Section includes,
but is not limited to, fines or penalties by government authorities and claims arising
from Contractor’s actual or asserted failure to pay taxes.
	 
	 	27.3	 	Violation or infringement of rights in any patent, copyright, proprietary
information, trade secret or other property right caused or alleged to be caused by the
use or sale of goods, materials, equipment, methods, processes, designs or information
furnished by Contractor or its suppliers. Should any goods or services provided by
Contractor become, or appear likely to become, the subject of a claim of infringement
of a patent, copyright or other property right, Contractor shall, at Company’s option,
either procure for Company and Owner the right to continue using such goods or
services, replace same with equivalent, non-infringing goods or services, or modify the
goods or services so that the use thereof becomes non-infringing, provided that any
such modification or replacement is of equal quality and provides equal performance to
the infringing goods or services.
	 
	 	 	 	The preceding paragraph shall not apply to any goods, or any part thereof,
	 
	 	 	 	manufactured to designs furnished and required by Company, nor shall it apply to
claims that the sale or use of a process or use of a combination of the goods
supplied by Contractor hereunder with other goods infringes a patent, if such process
or other goods were not supplied by Contractor and Contractor’s supplying of the
goods hereunder does not constitute contributory patent infringement.
	 
	 	27.4	 	Injury to or death of persons (including employees of Company, Owner,
Contractor and Contractor’s suppliers) or from damage to or loss of property (including
the property of Company or Owner) to the extent caused by any acts or omissions of
Contractor or its suppliers.
	 
	 	27.5	 	Contamination, pollution, or public or private nuisance, arising directly or
indirectly out of this Contract or out of any acts or omissions by Contractor, its
suppliers or subsuppliers.
	 
	 	27.6	 	Contractor’s defense and indemnity obligations shall apply regardless of
whether the party to be indemnified was concurrently negligent, whether actively or
passively, excepting only where the injury, loss or damage was caused by the negligence
or willful misconduct of, or by defects in design furnished by, the party to be
indemnified, in which case each party shall be responsible to the extent of its
negligence. Contractor’s defense and indemnity obligations shall include the duty to
reimburse any attorneys’ fees and expenses incurred by Company or Owner for legal
action to enforce Contractor’s indemnity obligations.
	 
	 	27.7	 	In the event that any indemnity provisions in this Contract are contrary to the
law governing this Contract, then the indemnity obligations applicable hereunder shall
be construed to apply to the fullest extent allowed by applicable law.
	 
	 	27.8	 	With respect to claims by employees of Contractor or its suppliers, the
indemnity obligations under this Contract shall not be limited by the fact of, amount,
or type of benefits or compensation payable by or for Contractor, its suppliers or
subsuppliers under any workers’ compensation, disability benefits, or other employee
benefits acts or regulations, and Contractor waives any limitations of liability
arising from workers’ compensation or such other acts or regulations.




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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 








	 	27.9	 	Contractor acknowledges specific payment of $10.00 incorporated into the Contract
Price as legal consideration for Contractor’s indemnities as may be provided in this
Contract.






	28.0	 	SURETY INSTRUMENTS
	 
	 	 	If requested by Company, Contractor shall obtain payment and performance bonds, each in an
amount equal to one hundred percent (100%) of the Contract Price. The bonds shall be written
on forms satisfactory to Company. Contractor’s bond sureties shall be only those approved by
the Department of Treasury, as indicated in Circular 570, “Companies Holding Certificates of
Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies.”
	 
	29.0	 	CONTRACTUAL RELATIONSHIP
	 
	 	 	Contractor represents that it is fully experienced and properly qualified to perform the
class of Work provided for herein, and that it is properly equipped, organized and financed
to perform such Work. Contractor represents that at the time of submission of its quotation
for performance of the Work, it was properly licensed and qualified to do business in all
governmental jurisdictions in which the Work is to be performed. Upon written request by
Company, Contractor shall furnish to it such evidence as Company or Owner may require
relating to the Contractor’s ability to fully perform this Contract. Nothing contained in
this Contract or any subcontract awarded by Contractor shall create any contractual
relationship between any subcontractor and Company or Owner. Contractor agrees that
Contractor is an independent contractor and an employer subject to all applicable
unemployment compensation, occupational safety and health, workers’ compensation, or similar
statutes so as to relieve Company or Owner of any responsibility or liability for treating
Contractor’s employees as employees of Company or Owner for the purpose of their safety or
of keeping records, making reports or paying of any payroll taxes or contribution; and
Contractor agrees to defend, indemnify and hold Company and Owner harmless and reimburse
them for any expense or liability incurred under said statutes in connection with employees
of Contractor, including a sum equal to any unemployment benefits paid to those who were
Contractor’s employees, where such benefit payments are charged to Company or Owner under
any merit plan or to Company’s or Owner’s reserve account pursuant to any statute.
Contractor further agrees, as regards the items set forth below and for Work under this
Contract, that it will keep and have available all necessary records and make all payments,
reports, collections and deductions and otherwise do any and all things so as to fully
comply with all federal, state and local laws, ordinances and regulations as they affect
performance of this Contract, so as to fully relieve and protect Company and Owner from any
and all responsibility or liability therefore or in regard thereto: (1) the production,
purchase and sale, furnishing and delivering, pricing, and use or consumption of materials,
supplies and equipment; (2) the hire, tenure or conditions of employment of employees and
their hours of work and rates of the payment of their work, and (3) the keeping of records,
making of reports, and the payment, collection and/or deduction of federal, state,
commonwealth and local taxes, contributions, pension funds, welfare funds, or similar
assessments.
	 
	30.0	 	PERMITS AND LICENSES
	 
	 	 	Contractor shall promptly apply for and procure, without additional compensation, all
permits (except for such permits as may be specifically set forth as Company or Owner’s
responsibility elsewhere in this Contract), certificates and licenses required by
governmental authorities having jurisdiction over the Work, Contractor or the location of
the Work.
	 
	31.0	 	INDEPENDENT CONTRACTOR
	 
	 	 	Nothing in this Contract shall be deemed to represent that Contractor or any of Contractor’s
employees or agents, are the agents, representatives or employees of Company or Owner.
Contractor shall be an




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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 








	 	 	independent contractor and shall have responsibility for and control over the details and
means for performing the Work, provided that Contractor is in compliance with the terms of
this Contract. Anything in this Contract which may appear to give Company or Owner the right
to direct Contractor as to the details of the performance of the Work or to exercise a
measure of control over Contractor shall mean that Contractor shall follow the desires of
Company or Owner only as to the intended results of the Work.
	 
	32.0	 	PROPRIETARY INFORMATION
	 
	 	 	Drawings, specifications, and other information obtained by Contractor from Company or Owner
in connection with the Work shall be held in confidence by Contractor and shall not be
disclosed to third parties or used by Contractor for any purpose other than for the
performance of Work or as authorized in writing by Company. All such documents furnished by
Company or Owner to Contractor shall remain their property, and upon completion of the Work,
Contractor shall, as requested by Company, either destroy or return such documents,
including any copies thereof.
	 
	33.0	 	PUBLICITY
	 
	 	 	Contractor shall not make news releases, publicize or issue advertising pertaining to the
Work or this Contract, without first obtaining the written approval of Company.
	 
	34.0	 	OWNERSHIP AND USE OF DRAWINGS
	 
	 	 	Drawings, technical documents and data prepared or developed by Contractor and furnished to
Company in performance of the Work, shall be the property of Owner and may be used by
Company or Owner without restriction.
	 
	 	 	All drawings and / or documents received or created which have been identified or marked
USEC or Company proprietary information, must be returned no later than 30 days after
completion of Contractor’s Scope of Work.
	 
	35.0	 	ASSIGNMENTS
	 
	 	 	Contractor shall not assign this Contract wholly or in part, voluntarily, by operation of
law, or otherwise, without first obtaining the written consent of Company. Any assignment of
this Contract in violation of the foregoing shall be, at the option of Company or Owner,
void. Subject to the foregoing, the provisions of this Contract shall extend to the benefit
of and be binding upon the successors and assigns of the parties hereto. Owner reserves the
right, at its sole option, to assign this Contract to Owner’s affiliates or Owner’s
designated agent.
	 
	36.0	 	LAWS AND REGULATIONS






	 	36.1	 	Contractor shall comply strictly with local, municipal, state, federal and
governmental laws, orders, codes and regulations applicable to Contractor’s operations
in the performance of the Work hereunder.
	 
	 	36.2	 	Contractor shall not, under any circumstances apply to or enter into
negotiations with any governmental authority or agency for acceptance of variations
from or revisions to safety or health, or air, water or noise pollution laws or
regulations relating to this Contract, or to the performance thereof, without Company
and Owner’s prior written approval.




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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 








	 	36.3	 	Contractor certifies that it is in compliance, and shall at all times remain in
compliance, with all applicable anti-corruption and anti-bribery laws, including but
not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended.
	 
	 	36.4	 	Contractor shall not, under any circumstances, cause or permit, in connection
with the Work to be performed hereunder, the discharge, emission or release of any
hazardous substance and/or waste, pollutant, contaminant or other substance in
violation of any applicable laws, rules or regulations which are now or hereafter
promulgated by any governmental authorities having jurisdiction over the Work.
Contractor shall comply with all legal regulatory requirements applicable to the Work
performed under this Contract and shall be responsible for compliance with all
hazardous waste, health and safety, notice, training, and environmental protection
laws, rules, regulations and requirements. “Hazardous waste” includes all substances
which are or may be identified as such in 40 CFR. Part 261 or other applicable laws or
regulations. Contractor shall submit to Company material safety data sheets (OSHA Form
20) as required by applicable regulation. As an inducement to award of this Contract,
Contractor warrants full compliance and that it will adhere to all applicable project
hazardous waste procedures and, if necessary, obtain or arrange for, at its expense,
all identification numbers, permits, applications and other things required in
connection with the activities under this Contract. Contractor agrees that it will not
store any hazardous wastes at the Fabrication and Storage Facility for periods in
excess of ninety (90) days or in violation of the applicable storage limitations
imposed by law, the Owner or Company, whichever shall be more restrictive. Contractor
further agrees that it will not permit any accumulation in excess of the small quantity
generator exclusion of 40 CFR Part 261, or other applicable law, as amended. Contractor
agrees to take, at its expense, all actions necessary to protect third parties,
including without limitation, employees and agents of Owner and Company from any
exposure to, or hazards of, hazardous and/or toxic wastes, or substances generated, or
utilized in Contractor’s operations. Contractor agrees to report to the appropriate
governmental agencies all discharges, releases and spills of hazardous substances
and/or wastes required to be reported by law and to immediately notify Owner and
Company of same. When shipping goods, Contractor shall furnish: all appropriate
shipping certification; labeling in compliance with the Workplace Hazardous Materials
Information System; Material Safety Data Sheets in compliance with the Workplace
Hazardous Materials Information System; and instructions for shipping, safety,
handling, exposure and disposal in a form sufficiently clear for use by Company’s
non-technical personnel and sufficiently specific to identify all action which the user
must take concerning the material. The following certification must be made on the
bill of lading: “This is to certify that the above named articles are properly
classified, described, packaged, marked and labeled and are in proper condition for
transportation according to any applicable transportation regulations.”
	 
	 	36.5	 	This Contract shall be subject to the law and jurisdiction of the State of
Ohio, unless expressly designated otherwise within this Contract.






	37.0	 	EMERGENCY MEDICAL SERVICES
	 
	 	 	RESERVED
	 
	38.0	 	DOCUMENTATION AND RIGHT OF AUDIT






	 	38.1	 	Where Contractor’s invoice includes compensation for Work performed at a unit
price, Contractor shall submit its determination of units of Work performed, determined
in accordance with the provisions of this Contract, and substantiated by documents
satisfactory in form and content to Company. Upon verification by Company of said
documents, Company will advise Contractor in writing of either acceptance of
Contractor’s determination of units or of Company determination of such units. If
Contractor believes that Company has incorrectly determined the units of Work
performed, Contractor shall comply with the provisions of Article 18.0, Claims.




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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 








	 	38.2	 	Where Contractor’s invoice includes compensation for Work performed for a
reimbursable Contract Price, all costs, expenses and other amounts so invoiced shall
be substantiated and supported by equipment time slips, paid invoices, time sheets,
receipts and other documents satisfactory to and verified by Company.
	 
	 	38.3	 	Contractor shall maintain for a period of two (2) years after final payment
under this Contract, all records and accounts pertaining to Work performed by
Contractor under this Contract for a unit price, a reimbursable price, or otherwise
authorized in writing by Company for performance on a reimbursable basis. Company or
Owner shall have the right to audit, copy and inspect said records and accounts at all
reasonable times during the course of such Work and for the above two (2) year period
for the purpose of verifying units furnished and/or costs incurred, as applicable.






	39.0	 	LIENS






	 	39.1	 	To the full extent permitted by applicable law, Contractor hereby waives and
releases any and all rights of mechanic’s lien and similar rights for payment for
services, labor, equipment, or materials furnished by Contractor in performance of the
Work and granted by law to persons supplying materials, equipment, services and other
things of value to improve or modify land or structures hereon, which Contractor may
have against Owner’s premises, property belonging to Company and Owner, or to either of
them, or funds payable by Owner to Company.
	 
	 	39.2	 	Contractor shall at all times promptly pay for all services, materials,
equipment and labor used or furnished by Contractor in the performance of the Work
under this Contract and shall, to the fullest extent allowed by law, at its expense
keep Owner’s premises and all property belonging to Company and Owner, or to either of
them, free and clear of any and all of the above mentioned liens and rights of lien
arising out of services, labor, equipment or materials furnished by Contractor or its
employees, materialmen or subcontractors in the performance of the Work. If Contractor
fails to release and discharge any lien or threatened lien against Owner’s premises or
the property of Company and Owner, or of either of them, arising out of performance of
the Work within five (5) working days after receipt of written notice from Company to
remove such claim of lien, Company or Owner may, at its option, discharge or release
the claim of lien or otherwise deal with the lien claimant, and Contractor shall pay
Company or Owner any and all costs and expenses of Company or Owner in so doing,
including reasonable attorneys’ fees incurred by Company or Owner.






	40.0	 	RIGHT TO OFFSET
	 
	 	 	Company or Owner, without waiver or limitation of any rights or remedies of Company or
Owner, shall be entitled from time to time, to deduct from any amounts due or owed, by
Company or Owner, to Contractor, in connection with this Contract, any and all amounts owed
by Contractor to Company or Owner in connection with this Contract.
	 
	41.0	 	FINAL PAYMENT CERTIFICATION AND RELEASE






	 	41.1	 	Owner shall not be obligated to make final payment to Contractor until Contractor has delivered
to Company a certificate and release satisfactory to Company and Owner that
Contractor has
fully performed under this Contract and that all claims of Contractor for the Work
are satisfied
upon the making of such final payment, that no property of Owner or property used in
connection with the Work is subject to any unsatisfied lien or claim as a result of
the performance of the
Work, that all rights of lien against Owner’s property in connection with the Work
are released (including without limitation, if Company requests, releases of lien
satisfactory in form to
Company and Owner, executed by all persons who by reason of furnishing material,
labor or




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	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 








	 	 	 	other services to Contractor for the Work or potential lienors against Owner’s
property), and that Contractor has paid in full all outstanding obligations against
the Work.






	 	41.2	 	In addition to the above specified submittals and prior to final payment being
made to Contractor, Contractor shall provide Company with written certification that
all wages, fringe benefits, dues and payroll deductions have been made. Failure to
provide such certification shall be cause for Company to withhold final payment until
such time as all payment(s) are made and certification is submitted.






	42.0	 	ARBITRATION OPTION
	 
	 	 	Any controversy or claim between the Parties arising out of or relating to this Agreement,
or the breach, termination or validity hereof that is not resolved by mutual agreement shall
be decided by the Company or Owner’s Representative. The Company or Owner’s Representative
shall, in writing, notify Contractor of its final decision and designate such Notice as the
“Final Decision Notice.” In the event Contractor disagrees with the Company’s
Representative Final Decision, Contractor shall notify the Company or Owner’s Representative
of its disagreement within thirty (30) Days after receipt of the Final Decision Notice;
otherwise, the Final Decision shall be final and no action shall lie against the Company or
Owner arising out of said Dispute.
	 
	 	 	In the event that Company or Owner is required to arbitrate a dispute with a third party,
which dispute arises out of or is directly related to this Contract, Contractor agrees to
join in such arbitration proceeding, as Company may direct, and if joined shall submit to
such jurisdiction and be finally bound by the judgment rendered in accordance with the
arbitration rules, as may be established therein.
	 
	43.0	 	VALIDITY OF PROVISIONS
	 
	 	 	In the event any section, or any part or portion of any section of this Contract shall be
held to be invalid, void or otherwise unenforceable, such holding shall not affect the
remaining part or portions of that section, or any other section hereof.
	 
	44.0	 	WAIVER
	 
	 	 	Company’s failure to insist on performance of any term, condition, or instruction, or to
exercise any right or privilege included in this Contract, or its waiver of any breach,
shall not thereafter waive any such term, condition, instruction, and/or any right or
privilege. No asserted waiver of any right or benefit by Company shall be valid unless such
waiver is in writing, signed by Company, supported by consideration and specifies the extent
and nature of the rights or benefits being waived.
	 
	45.0	 	GRATUITIES






	 	45.1	 	Contractor, its employees, agents or representatives shall not offer or give to
an officer, official or employee of Company or Owner, gifts, entertainment, payments,
loans or other gratuities to influence the award of a contract or obtain favorable
treatment under a contract.
	 
	 	45.2	 	Violation of this Article may be deemed by Company or Owner to be a material
breach of this Contract and any other contract with Company or Owner and subject all
contracts with Contractor to termination for default, as well as any other remedies at
law or in equity.




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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 














	46.0	 	INTERPRETATION
	 
	 	 	Headings and titles of Articles, Sections, Subsections, paragraphs or other subparts of this
Contract are for convenience of reference only and shall not be considered in interpreting
the text of this Contract. No provision in this Contract is to be interpreted for or against
any party because that party or its counsel drafted such provision.
	 
	47.0	 	SURVIVAL
	 
	 	 	The provisions of this Contract which by their nature are intended to survive the
termination, cancellation, completion or expiration of this Contract shall continue as valid
and enforceable obligations of the parties notwithstanding any such termination,
cancellation, completion or expiration.
	 
	48.0	 	TRIAL
	 
	 	 	Contractor hereby knowingly, voluntarily and intentionally waives (to the extent permitted
by applicable law) any right it may have to a trial by jury of any dispute arising under or
relating in any way to this Contract and agrees that any such dispute may, at Company’s or
Owner’s option, be tried before a judge sitting without a jury.
	 
	49.0	 	EXPORT AUTHORIZATIONS






	 	49.1	 	Contractor agrees to comply with all applicable export and re-export control
laws and regulations, including but not limited to United States Export Administration
Regulations (EAR) administered by the Bureau of Industry and Security, U.S. Department
of Commerce, trade and economic sanctions regulations administered by the Office of
Foreign Assets Control (OFAC), U.S. Department of Treasury, the International Traffic
in Arms Regulations (ITAR), Arms Control Export Act, and United States Munitions List
(USML) administered by Directorate of Defense Trade Controls, Bureau of
Political-Military Affairs of the U.S. Department of State, and any other export
authorities identified in Supplement 3 to Part 730 of the EAR.
	 
	 	49.2	 	Export Controlled Information






	 	49.2.1	 	Definition
	 
	 	 	 	“Export Controlled Information” or “ECI” means all information and contract
documents (purchase orders, drawings, specifications, etc.) furnished by
Company or Owner to be used in connection with proposal/offer preparation or
performance under a contract, which are identified as ECI. The ECI
identification will be determined by an appropriate ECI review authority as
specified by the DOE Office Export Control Policy and Corporation (NA-242).
	 
	 	49.2.2	 	Oral or Visual Disclosure
	 
	 	 	 	A party that discloses Export Controlled Information orally or visually
shall identify it as Export Controlled Information at the time of
disclosure.
	 
	 	49.2.3	 	Marking
	 
	 	 	 	All tangible objects, such as drawings, reports, programs or documents,
which
constitute and/or contains or may contain Export Controlled Information
shall be
Marked “Export Controlled information” or “Information Contained Within
May Contain Export Controlled Information” or such other markings as
required or




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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 








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






	50.0	 	NUCLEAR SAFETY, SAFEGUARDS, AND SECURITY






	 	50.1	 	Compliance with Nuclear Safety, Safeguards, and Security Requirements.






	 	50.1.1	 	Contractor shall comply with all applicable Laws including, but not limited
to, the nuclear safety, safeguards and security requirements set forth in this
Agreement (including Drawings and Specifications and the Statement of Work).
Contractor shall conduct self-assessments and cooperate with the Company, DOE,
and the NRC in activities that address these requirements.
	 
	 	50.1.2	 	In the event that Contractor becomes aware of any failure to comply with a
Nuclear Safety, Safeguards and Security Requirement, Contractor shall promptly
notify the Company, Owner, or if applicable, USEC’s Site Regulatory Compliance
Manager and, in consultation with such person(s), take appropriate preventive
and/or corrective action to achieve compliance, and assure continued compliance,
with such requirements.
	 
	 	50.1.3	 	In the event that DOE or NRC initiates an enforcement action against Company
or Owner arising out of Contractor’s failure to comply with any such Nuclear
Safety, Safeguards and Security Requirement, Contractor agrees to cooperate
fully with Company or Owner in responding to such enforcement actions by
providing all information, assistance, and documentation required by Company.
The Parties agree to coordinate their legal and factual position in a timely
manner so that all submittals are made in a timely manner, as determined by
Company or Owner to DOE or NRC, as the case may be.
	 
	 	50.1.4	 	All costs incurred by Contractor in connection with Company’s response to an
enforcement action in accordance with this Section above shall be borne by
Contractor and shall not be subject to reimbursement by Company or Owner under
this Agreement




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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 








	 	 	 	or otherwise. In addition, Contractor agrees to indemnify and hold Company
or Owner harmless against (i) any and all penalties, fines, and (ii) any and
all losses, claims, costs or expenses arising from whistleblower claims,
including costs of defense, settlement and reasonable attorney’s fees, that
Company or Owner may incur, become responsible for, or pay out, as a result
of Contractor’s failure to comply with any Nuclear Safety, Safeguards and
Security Requirement.






	 	50.2	 	Security of Classified Information and Controlled Areas






	 	50.2.1	 	Classified Information Access






	 	a.	 	“Classified Information” means any information
or material, regardless of its physical form or characteristics, that
has been determined pursuant to Executive Order 12356 or prior
Executive Orders to require protection against unauthorized disclosure,
and which is so designated; and all data concerning design, manufacture
or utilization of atomic weapons, the production of special nuclear
material, or the use of special nuclear material in the production of
energy, but shall not include the data declassified or removed from the
Restricted Data category pursuant to Section 142 of the AEA unless
protected under Section 142d of the AEA.
	 
	 	b.	 	The Parties recognize that the DOE or the NRC
may determine security classifications and issue security clearances
required for performance of all or part of this Agreement. Contractor
shall follow the applicable rules and procedures of DOE, NRC and other
responsible governmental authorities regarding access to and
safeguarding of Classified Information, security clearances and other
security matters, including the requirements of DEAR 952.204-2,
Security, DEAR 952.204-70 Classification/Declassification, 10 CFR 95,
and the procedures with respect to FOCI in DEAR 904.7000 et seq. and
DEAR 952.204-73, Facility Clearance. Contractor shall not permit any
individual to have access to any level or category of classified
information, except in accordance with applicable laws and procedures.
Contractor shall not be granted access to any classified information
until the Company’s Representative has notified Contractor that such
access has been approved by a DOE FOCI determination.






	 	50.2.2	 	Technology Transfer Controls 
	 
	 	 	 	Even if not classified, information related to enrichment, an enrichment
facility or a component of an enrichment facility, are subject to U.S.
Government restrictions on technology transfers, including, but not limited
to, those found in 10 CFR Parts 110, 810, or 1017 or 15 CFR Part 779.
Accordingly, Contractor shall not disclose such information in any manner
inconsistent with any such U.S. Government restriction. Further, Contractor
shall not use, nor permit any subcontractor to use, any non-U.S. national or
non-U.S. owned entity in connection with (i) delivery to, or work at, a
controlled area or (ii) Work involving information or goods that are subject
to U.S. government control, without first ensuring that such activities
fully comply with all applicable restrictions.
	 
	 	50.2.3	 	Foreign Nationals
	 
	 	 	 	Foreign nationals are not permitted to perform work at Company or Owner (or
its subsidiary the United States Enrichment Corporation) facilities without
prior written permission from the Company. Contractor’s request for
permission for use of foreign nationals on the Project must be submitted to
the Company or Owner at least ten (10) weeks prior to their anticipated work
date. Failure of the Company or Owner to approve




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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 








	 	 	 	the use of a foreign national shall not constitute excusable delay nor
entitle Contractor to an increase in its costs or the Fixed Price, as
applicable.
	 
	 	50.2.4	 	Unclassified Controlled Nuclear Information






	 	a.	 	Certain of the Drawings and Specifications and
other documents referenced in this Agreement contain Unclassified
Controlled Nuclear Information (UCNI) as defined in Section 148 of the
AEA, as amended. Only authorized individuals can have access to UCNI
documents. An authorized individual is someone working for or with the
U.S. (Federal) Government, USEC, or its contractors requiring access to
specific UCNI in the performance of official duties. The information
shall be controlled and handled according to applicable Laws and the
instructions set forth below (in the event of a conflict the applicable
Laws shall take precedence).
	 
	 	b.	 	Handle UCNI material in such a way it will not
be available to anyone to whom you are not deliberately transmitting
it. An authorized individual shall maintain control over all UCNI to
prevent unauthorized access. Physical control shall be maintained over
documents in use to prevent unauthorized disclosure. In a controlled
or guarded area, unlocked files, desks, or similar containers are
adequate protection. In an uncontrolled or unguarded area, a locked
drawer or desk, a locked repository or a locked room is adequate.
	 
	 	c.	 	UCNI may be transmitted to a person who needs
to know the information to do his/her job and is an employee of the
Contractor. Refer to the DOE Manual 471.1-1 (or any successor manual
or instructions) for criteria/authorization on dissemination of UCNI to
a wider audience.
	 
	 	d.	 	When transmitting UCNI, alert the recipient to
the fact the transmission includes UCNI. The sensitive content of the
information shall also be documented by the inclusion of markings on
documentation and inclusion of an UCNI cover sheet. Documents shall be
packaged to prevent disclosure or presence of UCNI. The information
should be appropriately marked UCNI within the package or envelope.
The outside of the package or envelope shall be marked “TO BE OPENED BY
ADDRESSEE ONLY.” UCNI shall be transmitted by U.S. Mail (U.S. First
Class, Express, certified or registered mail) or other commercial
carrier who can provide tracking of packages. Refer to DOE Manual
471.1 or 10 CFR 1017 for additional criteria.
	 
	 	e.	 	When the Drawings and Specifications or the
Statement of Work are no longer required by the Contractor, destroy
them in a manner that will assure sufficient complete destruction to
prevent its retrieval. Refer to DOE Manual 471.1 (or any successor
manual or instructions) or 10 CFR 1017 for additional criteria.






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






	51.0	 	ADVANCE PAYMENTS
	 
	 	 	If Company makes any advance or progress payment to Contractor under the Contract, upon
Company’s request, Contractor agrees to execute a Security Agreement and Financing Statement
(both in form satisfactory to Company) granting a Security interest to Company effective in
all states of fabrication or manufacture in the proceeds, raw materials and goods which are
purchased, manufactured, or otherwise obtained pursuant to the Contract.




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	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 








	52.0	 	INSURANCE






	 	52.1	 	Contractor shall, at its sole cost, obtain and maintain in force, for the
duration of the Contract (including the period set forth in Article 1.0), insurance of
the following types, with limits not less than those set forth below:






	 	52.1.1	 	Workers’ Compensation Insurance, including occupational illness or disease
coverage, in accordance with the laws of the nation, state, territory or
province having jurisdiction over Contractor’s employees and Employer’s
Liability Insurance with a minimum limit of $1,000,000 per accident and, for
bodily injury by disease, $1,000,000 per employee. Contractor shall not utilize
occupational accident or health insurance policies, or the equivalent, in lieu
of mandatory Workers’ Compensation Insurance or otherwise attempt to opt out of
the statutory Workers’ Compensation system.
	 
	 	52.1.2	 	Commercial General Liability Insurance (“Occurrence Form”) with a minimum
combined single limit of liability of $1,000,000 each occurrence for bodily
injury and property damage; with a minimum limit of liability of $1,000,000 each
person for personal and advertising injury liability. Such policy shall have an
aggregate products/completed operations liability limit of not less than
$2,000,000 and a general aggregate limit of not less than $2,000,000. The
products/ completed operations liability coverage shall be maintained in full
force and effect for not less than three (3) years following completion of
Contractor’s services. The policy shall be endorsed to name Company and Owner,
including their respective affiliates, and the respective officers, directors
and employees of each, as additional insureds. Such endorsement shall be made
upon ISO Endorsements CG 20 10 07 04 and CG 20 37 07 04, “Additional Insured —
Owners, Lessees or Contractors — Scheduled Person or Organization/Completed
Operations.” Current endorsements providing coverage identical to that provided
under ISO Endorsements CG 20 10 07 04 and CG 20 37 07 04, and coverage limits
identical to those provided under ISO Endorsement CG 25 03 03 97 may be employed
by Contractor’s Commercial General Liability Insurer to meet the above
requirements.
	 
	 	52.1.3	 	Automobile Liability Insurance covering use of all owned, non-owned and hired
automobiles with a minimum combined single limit of liability for bodily injury
and property damage of $1,000,000 per occurrence. This policy shall be endorsed
to name Company and Owner, including their respective affiliates, directors and
employees, as additional insureds.
	 
	 	52.1.4	 	If Contractor will utilize tools or equipment in the performance of its
services under the Contract, Equipment Floater Insurance (Tools and Equipment
Insurance) covering physical damage to or loss of all major tools and equipment,
construction office trailers and their contents, and vehicles for which
Contractor is responsible, throughout the course of the Work.
	 
	 	52.1.5	 	Umbrella Liability Insurance providing coverage limits in excess of that
required in Subsections 52.1.1 Employers Liability, 52.1.2 General Liability and
52.1.3 Automobile Liability, with a combined single limit of liability of not
less than $4,000,000 per occurrence.
	 
	 	52.1.6	 	All insurance provided by Contractor under this Article 52.0 shall include a
waiver of subrogation by the insurers in favor of Company and Owner, including
their respective affiliates, directors, and employees. Contractor hereby
releases Company and Owner, including their respective affiliates, directors and
employees, for losses or claims for




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	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 








	 	 	 	bodily injury, property damage or other insured claims arising out of
Contractor’s performance under the Contract.






	 	52.2	 	Certificates of insurance satisfactory in form to Company (ACORD form or
equivalent) shall be supplied to Company evidencing that the insurance required above
is in force, that not less than thirty (30) days written notice will be given to
Company and Owner prior to any cancellation or restrictive modification of the
policies, and that the waivers of subrogation are in force. Contractor shall also
provide with its certificate of insurance, executed copies of the additional insured
endorsements required in this Article 52.0.
	 
	 	52.3	 	The foregoing insurance coverages shall be primary and non-contributing with
respect to any other insurance or self insurance which may be maintained by Company or
Owner. Contractor’s General and Automobile Liability Insurance policies shall contain
a Cross Liability or Severability of Interest clause. The fact that Contractor has
obtained the insurance required in this Article shall in no manner lessen nor affect
Contractor’s other obligations or liabilities set forth in this Contract.
	 
	 	52.4	 	“All-Risk” Builder’s Risk Insurance covering the property to be incorporated
into the completed Work while such property is in the course of inland transit to the
Project site, while in temporary storage off-site, while awaiting installation at the
Project site and while in the course of construction until transfer of care, custody
and control of the completed Work to Owner will be provided by Company or Owner. The
Builder’s Risk insurance provided above shall not cover Contractor’s tools, equipment,
personal property, temporary works, or other facilities items that are not to become
part of the completed Work.






	53.0	 	Limitation of Liability
	 
	 	 	NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS ORDER, UNDER NO CIRCUMSTANCE SHALL
CONTRACTOR, ITS SUBCONTRACTORS OR ITS VENDORS BE LIABLE IN CONTRACT, TORT, STRICT
LIABILITY, NEGLIGENCE, WARRANTY OR OTHERWISE, FOR ANY SPECIAL, MULTIPLE, PUNITIVE,
INCIDENTAL, ADMINISTRATIVE OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES DEEMED TO BE OF AN
INDIRECT NATURE, SUCH AS BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR REVENUE, LOSS OF
USE OF SYSTEM, NON-OPERATION OR INCREASED COST OF OPERATION OR OTHER EQUIPMENT OR COST OF
CAPITAL, ARISING OUT OF OR RELATING TO ITS PERFORMANCE UNDER THIS ORDER, EVEN IF CONTRACTOR
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THIS LIMITATION OF
LIABILITY CONFLICTS WITH ANY OTHER PROVISION(S) OF THIS AGREEMENT, SAID PROVISION(S) SHALL
BE REGARDED AS AMENDED TO WHATEVER EXTENT REQUIRED TO MAKE SUCH PROVISION(S) CONSISTENT WITH
THIS PROVISION. THIS LIMITATION OF LIABILITY HAS BEEN SEPARATELY NEGOTIATED AND IS
INDEPENDENT OF ANY OTHER REMEDIES IN THIS AGREEMENT AND THEREFORE SHALL BE ENFORCEABLE
NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS
AGREEMENT.
	 
	 	 	CONTRACTOR’S LIABILITY FOR DIRECT DAMAGES SHALL IN NO EVENT EXCEED THE
ESTIMATED VALUE OF THE CONTRACT GIVING RISE TO THE CLAIM EXCEPT FOR CLAIMS
ARISING FROM OR RELATED TO THE FOLLOWING: (A) CONTRACTOR’S GROSS NEGLIGENCE, FRAUD, OR
WILLFUL MISCONDUCT; (B) PROPRIETARY RIGHTS INFRINGEMENT; (C) CONTRACTOR’S INDEMNIFICATION
OBLIGATIONS UNDER THE CONTRACT; AND (D) BREACHES
OF CONTRACTOR’S DUTY OF CONFIDENTIALITY TO COMPANY OR OWNER. NEITHER PARTY SHALL BE LIABLE
TO THE OTHER PARTY FOR INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND
UNDER THE CONTRACT, INCLUDING LOSS OF
PROFIT AND LOSS OF PRODUCTIVITY. NO ACTION ARISING OUT OF ANY CLAIMED BREACH OF THIS
AGREEMENT OR TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY COMPANY OR OWNER MORE THAN
ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.




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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 








	 	 	THE REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ANY AND ALL WARRANTIES,
EXPRESS OR IMPLIED. NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS
INTENDED OR GIVEN, AND SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
	 
	54.0	 	PRICE ANDERSON INDEMNIFICATION
	 
	 	 	As agent for Owner, the following clause is hereby flowed to Teledyne Brown Engineering by
Owner. For the purpose of this clause “the Corporation” shall mean “Owner” and “Contractor”
shall mean “Teledyne Brown Engineering”.






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






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






	 	(e)	 	Waiver of Defenses.






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






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






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




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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 














	 	1.	 	Negligence;
	 
	 	2.	 	Contributory negligence;
	 
	 	3.	 	Assumption of risk; or
	 
	 	4.	 	Unforeseen intervening causes,
whether involving the conduct of a third person or an act of God;
	 
	 	5.	 	Any issue or defense as to charitable
or governmental immunity; and
	 
	 	6.	 	Any issue or defense based on any
statue of limitations, if suit is instituted within 3 years from
the date on which the clamant first knew, or reasonably could have
know, of his injury or damage and the cause thereof. The waiver
of any such issue or defense shall be effective regardless of
whether such issue or defense may otherwise be deemed
jurisdictional or relating to an element or cause of action. The
waiver shall be judicially enforceable in accordance with its
terms by the claimant against the person indemnified.






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






	 	(3)	 	The waivers set forth above:






	 	(i)	 	Shall be effective regardless of whether such issue of
defense may otherwise be deemed jurisdictional or relating to an element in
the cause of action;
	 
	 	(ii)	 	Shall be judicially enforceable in accordance with their
terms by the clamant against the person indemnified;
	 
	 	(iii)	 	Shall not preclude a defense based upon a failure to take
reasonable steps to mitigate damages;
	 
	 	(iv)	 	Shall not apply to injury or damage to a clamant or to a
claimant’s property which is intentionally sustained by the clamant or which
results from a nuclear incident intentionally and wrongfully caused by the
claimant.
	 
	 	(v)	 	Shall not apply to injury to a claimant who is employed at
the site of and in connection with the activity where the nuclear incident or
extraordinary nuclear occurrence takes place, if benefits therefore are
either payable or required to be provided under any workmen’s compensation or
occupation disease law;
	 
	 	(vi)	 	Shall not apply to any claim resulting from a nuclear
incident occurring outside the United States;
	 
	 	(vii)	 	Shall be effective only with respect to those obligations
et forth in this Section and in insurance policies, contracts or other proof
of financial protection; and
	 
	 	(viii)	 	Shall not apply to, or prejudice the prosecution or defense of, any clam or
portion of claim which is not within the protection afforded under (A) the
limit of liability provisions under subsection 170e. of the Act, or (B) the
terms of the GCEP Lease and the terms of insurance policies, contracts or
other proof of financial protection.






	 	(f)	 	Notification and Litigation of Claims. The Contractor shall give immediate
written notice to the Corporation and the Department of any known action or claim filed
or made against the Contractor or other person indemnified for public liability as
defined in paragraph (d)(2). Except as other wise directed by the Corporation or the
Department, the Contractor shall furnish promptly to the Corporation and the
Department, copies of all pertinent




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	 	CONTRACT PART III (AGENCY) — GENERAL TERMS AND CONDITIONS
	 
	 	 
	Client Name: USEC, INC.

	 	Contract No.:A1PH-40-K101
	Project Name: ACP PROJECT
	 	 








	 	 	 	papers received by the Contractor or filed with respect to such actions or claims. The
Corporation or Department shall have the right to, and may collaborate with, the
Contractor and any other person indemnified in the settlement of defense of any action
or claim and shall have the right to (1) require the prior approval of the Corporation
and the Department for the payment of any claim that the Corporation or Department may
be required to indemnify hereunder, and (2) appear through the Attorney General on
behalf of the Contractor or other person indemnified in any action brought upon any
claim that the Department may be required to indemnify hereunder, take charge of such
action, and settle or defend any such action. If the settlement or defense of any such
action or claim is undertaken by the Department, the Contractor other person indemnified
shall furnish all reasonable assistance in effecting a settlement or asserting a
defense.
	 
	 	(g)	 	Continuity of the Department’s Obligations. The obligations of the Department
under this Paragraph shall not be affected by any failure on the part of the
Corporation to fulfill its obligation under this GCEP Lease and shall be unaffected by
the death, disability, or termination of the existence of the Corporation, or by the
completion, termination or expiration of the GCEP Lease.
	 
	 	(h)	 	Effect of other Clauses. The provisions of this Paragraph shall not be limited
in any way by, and shall be interpreted without reference to, any other clause of the
GCEP Lease provided, however, that this Paragraph shall not be limited in any way by,
and shall be interpreted without reference to, any other clause of the GCEP Lease
provided, however, that this Paragraph shall be subject to any provisions that are
later added to the GCEP Lease as required by applicable Federal law, including
statutes, executive orders and regulations, to be included in Nuclear Hazards Indemnity
Agreements.
	 
	 	(i)	 	Inclusion in Contracts. This Paragraph shall not be applicable to this
Contract if the Contractor is subject to Nuclear Regulatory Commission (NRC) financial
protection requirements under Section 170b. of the Act or NRC agreements of
indemnification under Sections 170c or k. of the Act for the activities under the
contract.
	 
	 	(j)	 	Relationship to General Indemnity. To the extent that the Contractor is
compensated by any financial protection, or is indemnified pursuant to this Paragraph,
or is effectively relieved of public liability by an order or orders limiting same,
pursuant to 170e of the Act, the provisions of Article V of the GCEP Lease with respect
to indemnification of the Corporation shall not apply, but only to such extent.






	55.0	 	EXTENSION OF SERVICES
	 
	 	 	Company may require continued performance of any services specified in this contract.
Company may exercise the option by written notice to the Contractor at any time during the
duration of this contract. The extension of performance hereunder is currently anticipated
for the fabrication of an additional 540 Service Modules at a price to be negotiated based
on Contractor’s submitted proposal, for a total of 576 Service Modules. Company may
increase or decrease the total number of Service Modules based on final project
requirements.





END OF PART III — GENERAL TERMS AND CONDITIONS





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