Exhibit 10.1


 


SUBCONTRACT BETWEEN

CH2M HILL, AND SUBCONTRACTOR

SUBCONTRACT NUMBER: 811843


 


In consideration of their
mutual promises, the parties agree that this agreement for construction
services (the “Subcontract”) is effective this 19th day of December, 2008, by
and between


 


CH2M HILL CONSTRUCTORS,
INC., (“CH2M HILL”)


 


CH2M HILL CONTRACTS
REPRESENTATIVE:


 


Kirk Hackenberg


 


Contracts Manager


 


1500 International Drive


 


Spartanburg, SC 29303


 


Tel 864-599-4628


 


CH2M HILL TECHNICAL REPRESENTATIVE:


 


Gary Boettner


 


Project Manager


 


1500 International Drive


 


Spartanburg, SC 29303


 


Tel 864-599-4244


 


And
SUBCONTRACTOR:


 


APSG


 


PO Box 970


 


295 Betts Road


 


Holly Springs, NC 27540


 


 (the “Subcontractor”)


 


SUBCONTRACTOR REPRESENTATIVE:


 


 Mark Schussler


 


Sales Engineer


 


SCOPE OF WORK: Subcontractor
shall furnish all of the labor, materials, equipment and supervision necessary
for completion of the construction services described in Exhibit A, “Scope
of Subcontractor’s Work”  in connection
with the following


 


PROJECT: Ammunition Supply
Point (ASP), Fort Bragg, North Carolina(the “Project”);whose
OWNER is: U.S. Army Corps of
Engineers (USACE) (the “Owner”) under the prime contract W912HN-07-D-0060-0002
(the “Prime Contract”) dated 29 September 2007.


 


TIME FOR PERFORMANCE: Subcontractor
shall commence, perform and complete Subcontractor’s Work according to Exhibit B,
“Schedule of Subcontractor’s Work”.


 


COMPENSATION for
Subcontractor’s satisfactory performance of the Scope of Subcontractor’s Work
in accordance with the Schedule of Subcontractor’s Work, shall be as described
in Exhibit C, Subcontract Price Schedule, and shall be paid pursuant to Article
8 of Exhibit D, General Terms and Conditions.


 


The following EXHIBITS are incorporated into and made part of this
Subcontract:


 


	
  A.

  	
   

  	
  Scope of
  Subcontractor’s Work (all contracts)

  	
   

  	
  consisting of 11
  page(s).

  
	
  B.

  	
   

  	
  Schedule of
  Subcontractor’s Work (all contracts)

  	
   

  	
  consisting of 1
  page(s).

  



 


1

















 


	
  C.

  	
   

  	
  Subcontract Price
  Schedule (all contracts)

  	
   

  	
  consisting of 3
  page(s).

  
	
  D.

  	
   

  	
  General Terms and
  Conditions (all contracts)

  	
   

  	
  consisting of 17
  page(s).

  
	
  E.

  	
   

  	
  Insurance and/or
  Bonding Provisions (all contracts)

  	
   

  	
  consisting of 6
  page(s).

  
	
  F.

  	
   

  	
  Other Provisions

  	
   

  	
  consisting of 1
  page(s).

  
	
  G.

  	
   

  	
  Health and Safety
  Conditions (all contracts)

  	
   

  	
  consisting of 4
  page(s).

  
	
  H.

  	
   

  	
  Environmental
  Remediation Supplement (if applicable)

  	
   

  	
  consisting of 4
  page(s).

  
	
  I.

  	
   

  	
  Subcontract Clauses by
  Reference

  	
   

  	
  consisting of 10
  page(s).

  



 


DEFENSE
PRIORITIES AND ALLOCATIONS SYSTEM (DPAS) RATING


 


	
  x
  Not Rated

  	
   

  	
  o
  *DO

  	
   

  	
  o
  *DX

  



 






*     The
following statement applies if either the DO or DX rating is checked: “This is
a rated order Certified for National Defense Use, and the vendor is required to
follow all the provisions of the defense priorities and allocations system
regulation (15 CFR 700).”


 


 


	
  CH2M HILL:

  	
   

  	
  SUBCONTRACTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
  Print Name:

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Title:

  	
   

  	
   

  	
  Print Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Subcontractor’s
  License No.

  	
   

  	
   

  
											



 


2

















 


EXHIBIT A


 


SCOPE OF SUBCONTRACTOR’S WORK


 


Section 0001


 


Subcontractor shall furnish the all labor,
materials, equipment and supervision necessary to complete Subcontractor’s Work
as detailed below:


 


Furnish and install Blast
Doors,  Tracks, Electrical Operators, Top
Rails, Hinges, Manual Movers, Bumpers, Hangers, Top Overhangs, all
miscellaneous metals and drilled/galvanized embeds around perimeter of doors,
AB’s and miscellaneous metals required to form a complete system in accordance
with the drawings and specifications provided within the web portal.


 


Specification Sections:


 


In accordance with documents listed in web portal.


 


Referenced Drawings:


 


In accordance with documents listed in web portal.


 


Description of Scope of
Work:


 


Provide required design and
installation drawings as required to support fabrication and construction.


 


Provide detailed for
approval submittal drawings for review by Contractor and Owner.


 


Fabricate all blast
doors, parts and accessories required to form a complete system follows:


 


(8) Type F Magazine
BLU, (5) sliding doors each with electric motor operation and auxiliary
manual operation, Top Rail, Door Hinges, Manual Mover, Bumpers and all
miscellaneous metals required for a complete installation.


 


Additional Type F items
include:


 


Trench Plates – (2) sets
Qty (40)


 


(40) Ventilator w/adaptor


 


(40) Air Intake


 


Handrail (2) sets
Qty (40)


 


 (8) Canopy


 


(4) Oval Arch
magazines BX-8 w/(1) sliding door with manual operation, Top Rail, Door
hangers, Manual Movers and Top Overhang.


 


Additional Oval items
include:


 


 (4) Louver and Bug Screens


 


(4) Ventilator w/12”
Pipe System.


 


Operation and Maintenance
Manuals


 


(1) Year Warranty


 


Exclusions:


 


Locks and Hasps


 


Wiring beyond door
system.


 


1

















 


Section 0002


 


For the Lump Sum Amount
inclusive of all of all labor, supervision, equipment, materials, fuels,
consumables, incidentals, bonds, taxes, fees, overheads and profits:


 


	
  Line

  Item

  	
   

  	
  Cost
  / Task

  Code

  	
   

  	
  Tag
  or Part Number / Material or Work Description

  	
   

  	
  Estimated
  Total

  	
   

  
	
  1

  	
   

  	
  02.02.01

  	
   

  	
  0001AA
  ASP Site Work

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  02.02.02

  	
   

  	
  0001AB
  Navy Type F Magazines

  	
   

  	
  $

  	
  5.951,531.00

  	
   

  
	
  3

  	
   

  	
  02.02.03

  	
   

  	
  0001AC
  Oval Arch Magazines

  	
   

  	
  $

  	
  333,085.00

  	
   

  
	
  4

  	
   

  	
  02.02.04

  	
   

  	
  0001AD
  Drive Thru Issue Bldg & Area

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  02.02.05

  	
   

  	
  0001AE
  Tactical Vehicle Inspection Station

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  02.02.06

  	
   

  	
  0001
  AF Shipping & Receiving/Admin Bldg

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  02.02.07

  	
   

  	
  0001AG
  Residue Yard & Admin Bldg

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  02.02.08

  	
   

  	
  0001AH
  Ammo Holding Area

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  02.02.09

  	
   

  	
  0001AJ
  Ammo Truck Inspection Station

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  02.02.10

  	
   

  	
  0001AK
  Gate Inspection Area & Entry Control Bldg

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
  02.02.11

  	
   

  	
  0001AL
  New Entrance & Turn Lane

  	
   

  	
   

  	
   

  
	
  12

  	
   

  	
  02.02.12

  	
   

  	
  0001AM
  Gate, Amnesty Area & Entry Bldg

  	
   

  	
   

  	
   

  
	
  13

  	
   

  	
  02.02.13

  	
   

  	
  0001AN
  Small Arms Ammunition Warehouse

  	
   

  	
   

  	
   

  
	
  14

  	
   

  	
  02.02.14

  	
   

  	
  0001AP
  Navy Type F Magazine Road System

  	
   

  	
   

  	
   

  
	
  15

  	
   

  	
  02.02.15

  	
   

  	
  0001AQ
  Oval Arch Magazine Road System

  	
   

  	
   

  	
   

  
	
  16

  	
   

  	
  02.02.16

  	
   

  	
  0001AR
  AHA to MSA Roadway

  	
   

  	
   

  	
   

  
	
  17

  	
   

  	
  02.02.17

  	
   

  	
  0001AS
  MSA to ECP Roadway

  	
   

  	
   

  	
   

  
	
  18

  	
   

  	
  02.02.18

  	
   

  	
  0001AT
  Shipping & Receiving to MSA Roadway

  	
   

  	
   

  	
   

  
	
  19

  	
   

  	
  02.02.19

  	
   

  	
  0001AU
  AU Security Fence

  	
   

  	
   

  	
   

  
	
  20

  	
   

  	
  02.02.20

  	
   

  	
  0001AV
  CCTV System

  	
   

  	
   

  	
   

  
	
  21

  	
   

  	
  02.02.21

  	
   

  	
  0001AW
  ASP Communication Dist to ASP

  	
   

  	
   

  	
   

  
	
  22

  	
   

  	
  02.02.22

  	
   

  	
  0001AX
  Comm Dist from Pope to ASP

  	
   

  	
   

  	
   

  
	
  23

  	
   

  	
  02.02.23

  	
   

  	
  0002AA
  Addition to Small Arms Warehouse

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Firm
  Fixed Price all inclusive of bonds, taxes, fees, OH and profits.

  	
   

  	
  $

  	
  6,284,616.00

  	
   

  



 


2

















 


Section 0003


 


General Requirements


 


1.1          Introduction


 


The Subcontractor shall furnish all labor,
materials, lower-tier Subcontractors, supplies, temporary facilities,
utilities, equipment, and incidental items required to complete the work as
described herein. At a minimum, all work shall be completed in compliance with
current Federal, state and local regulations and in accordance with standard
industry practice.


 


Any inaccuracies or discrepancies between the
actual field conditions and the statement of work, plans, and specifications or
other reference documents must be brought to CH2M HILL attention in order to
clarify the exact nature of the work included in the statement of work, plans,
and specifications.


 


1.2                               Mobilization


 


The Subcontractor shall
mobilize personnel and equipment to the site at the beginning of the project
and fully demobilize personnel, materials, and equipment from the site at the
end of the project.  A
lay down area, office storage area, parking area, and trailer area will be
provided as necessary. The Subcontractor
shall be responsible for all setup activities associated with establishing and
maintaining a storage area and base of operations; project site noise, dust and
environmental impact mitigation barriers; acquisition of Personal Protective
Equipment (PPE, i.e. Hardhats, eye protection, steel-toed boots, ear
protection, and other appropriate clothing for the tasks performed), and all
other tasks to initially prepare for the execution of work at this site as
required by the statement of work, plans, and specifications.


 


1.3                               Base Access


 


Access to the base is restricted to contractors
sponsored by base personnel. A contractor badge will be issued to The
Subcontractor employees that qualify for access to the base for the duration of
the contract work. The Subcontractor is responsible for ensuring The
Subcontractor employees meet the requirements for obtaining a contractor badge.  The Subcontractor shall minimize movement on
and off the base.


 


1.4                               Coordination


 


The Subcontractor shall coordinate all of his
work with CH2M HILL and any and all Subcontractors as necessary for performing
the various activities required to complete the work.  CH2M HILL will schedule The
Subcontractor work during weekly coordination meetings at the site during the
performance of the work to ensure efficient workflow.


 


1.5                               Utility Clearance and Lockout Requirements


 


The Subcontractor shall be responsible for the identification
and protection of all utilities, above and below ground, in the designated work
areas.  The Subcontractor shall be solely
responsible for the cost of repairs to utilities damaged by The Subcontractor during
the course of the work.  The Subcontractor shall be responsible for
implementing a lock-in/ lock-out and a tag-in/tag-out program on all utilities
to be cut to 


 


3

















 


facilitate work activities, including temporary
diversion of storm water run-off.  Care shall be taken to close all
up-gradient valves on product supply lines prior to cutting and draining
activities.


 


The Subcontractor shall evaluate and provide
mitigation techniques required to prevent interference or damage to existing
utility components located within the project area boundaries.


 


1.6                               Site Security


 


The Subcontractor is responsible for properly
securing all work areas at the end of each day including all The Subcontractor
equipment and supplies/materials.  All work areas shall be clean, neat,
and maintained at all times. Where existing fencing and structures are removed
during the course of the work by The Subcontractor, they shall be reset if not
damaged, or replaced by The Subcontractor.


 


1.7                               Supervision


 


The Subcontractor shall identify a Project
Manager who shall be the primary point of contact for correspondence related to
cost, schedule, and scope, as well as for providing all required submittals.


 


During construction, The Subcontractor shall
maintain adequate on-site supervision at all times when work is being
performed.  A designated Site
Superintendent shall be identified who shall be responsible for field execution
and safety of all work being conducted.


 


Both The Subcontractor’s Project Manager and the
Superintendent shall be conversant in English as their primary language, both
spoken and written. Personnel changes of The Subcontractor Representative
and/or Superintendent shall only be made upon prior approval from
CH2M HILL.


 


1.8                               Haul Route


 


The Subcontractor shall follow the designated
haul routes identified and provided and approved by the Base.  The Subcontractor shall use appropriate
signage and traffic controls depending on the truck traffic and location.  This activity also needs to be coordinated to
meet any Force Protection level requirements enforced by the Base for transit.


 


1.9                               Material Delivery/Transport


 


The Subcontractor shall transport materials into
ASP Ft Bragg project site at a time to minimize conflict with facility
operations. Specific times will be discussed at the pre-construction
meeting.  At all times, The Subcontractor
shall provide the necessary safety measures/manpower to ensure the safety of
base personnel, The Subcontractors, and all other site personnel during the
delivery and/or offloading of materials.


 


1.10                        Project Documentation


 


The Subcontractor shall keep and maintain,
on-site, documentation of its daily field activities in order to provide
information to CH2M HILL of their activities and progress.  Documentation
shall include the following:


 


	
  ·

  	
   

  	
  Log Book

  
	
  ·

  	
   

  	
  Daily/Weekly Report

  
	
  ·

  	
   

  	
  Testing Plan and Log

  
	
  ·

  	
   

  	
  Test Reports

  
	
  ·

  	
   

  	
  Submittals

  
	
  ·

  	
   

  	
  Photo and Photo log

  
	
  ·

  	
   

  	
  Red-line Drawings
  As-built drawings

  
	
  ·

  	
   

  	
  Meeting Minutes

  
	
  ·

  	
   

  	
  Request for Information
  (RFI)

  



 


4

















 


	
  ·

  	
   

  	
  Pre-Final and Final
  Inspection Punch List

  
	
  ·

  	
   

  	
  Construction Waste
  Management Tracking Log

  
	
  ·

  	
   

  	
  Waste Profiles,
  Facility-signed Manifests and Certification of Disposal (CDs)

  
	
  ·

  	
   

  	
  Activity Hazard
  Analysis Reports

  
	
  ·

  	
   

  	
  Pre-task safety
  reports

  
	
  ·

  	
   

  	
  Daily sign in sheets

  
	
  ·

  	
   

  	
  Other forms as
  requested by the CH2M HILL Construction Manager

  



 


1.11                        Waste Management


 


Contaminated wastes requiring offsite disposal
are not expected to be generated during this work. If contaminated material is
encountered during this work, The Subcontractor shall immediately notify CH2M
HILL’s Construction Manager. The Subcontractor shall not disturb any material
that is suspected to be contaminated until a waste management plan is developed
to describe how the material is to be handled, stored, analyzed and disposed.
Encountering contaminated material, not previously included within the
described statement of work, could be considered a changed condition in the
subcontract.


 


Waste generated as part of The Subcontractor
work (including construction debris) shall be disposed by The Subcontractor in
accordance with the applicable regulations and the waste management plan, if
required.


 


1.12                        Quality Control


 


The Subcontractor shall be required to perform
field testing in accordance with industry standards to ensure compliance with
project specifications and technical requirements. A testing plan and log shall
be maintained and updated by The Subcontractor on a weekly basis to demonstrate
all testing is being performed in compliance with project and subcontract
requirements. Signed test reports, certifications and a summary report of field
tests shall be furnished to CH2M HILL prior to demobilization from the
site.


 


Testing shall be performed by a
CH2M HILL-accepted laboratory with accreditation authority in the methods
specified by the statement of work, plans, and specifications (e.g., National
Voluntary Laboratory Accreditation Program (NVLAP) administered by the National
institute of Standards and Technology (NIST), the American Association of State
Highway and Transportation Officials (AASHTO) program, and the American
Association for Laboratory Accreditation (A2LA) program.)


 


1.13                        Project Meetings


 


The Subcontractor shall facilitate and attend
meetings throughout progress of project. The project meetings shall include,
but are not limited to, a pre-construction meeting, weekly project meetings,
and daily tailgate meetings. At a minimum, The Subcontractor’s Project Manager
or Superintendent shall be in attendance at these onsite meetings.


 


Meetings conducted will be recorded in Project
Status Meeting minutes prepared by CH2M HILL.


 


1.11.1 Pre-Construction Meeting


 


Prior to any on-site construction work, CH2M
HILL will schedule a pre-construction meeting to discuss the following
subjects, as a minimum:


 


	
  ·

  	
   

  	
  Scope
  of work

  
	
  ·

  	
   

  	
  Review
  and confirmation of Schedule and work phasing

  
	
  ·

  	
   

  	
  Sequencing
  of critical path work items

  
	
  ·

  	
   

  	
  Material
  and equipment submittals including product Literature and cut Sheets

  
	
  ·

  	
   

  	
  Access
  and Security

  



 


5

















 


	
  ·

  	
   

  	
  Status
  of Bonds and insurance

  
	
  ·

  	
   

  	
  Progress
  payment procedures

  
	
  ·

  	
   

  	
  Project
  changes and clarification procedures (including RFIs)

  
	
  ·

  	
   

  	
  Use of site, building
  access, material movement to areas of installation, storage areas, security
  and temporary facilities.

  



 


1.11.2 Weekly Progress Meeting


 


The following shall be accomplished at each
weekly progress meeting:


 


	
  ·

  	
   

  	
  Review
  the minutes of the previous meeting.

  
	
  ·

  	
   

  	
  Review
  of the weekly schedule of values (SOV) and work or testing accomplished since
  last meeting.

  
	
  ·

  	
   

  	
  Review
  the schedule (updated schedule to be provided by The Subcontractor prior to
  each weekly meeting).

  
	
   

  	
   

  	
  a)

  	
  Rework
  items identified since last meeting.

  
	
   

  	
   

  	
  b)

  	
  Rework
  items completed since last meeting.

  
	
  ·

  	
   

  	
  Review
  the status of submittals.

  
	
   

  	
   

  	
  a)

  	
  Submittals
  reviewed and approved since last meeting.

  
	
   

  	
   

  	
  b)

  	
  Submittals
  required in the near future.

  
	
  ·

  	
   

  	
  Review
  the work to be accomplished in the next 2 weeks and documentation required.

  
	
  ·

  	
   

  	
  QC
  and production problems.

  
	
  ·

  	
   

  	
  Items
  that may require revising the Construction Quality Plan, such as changes in
  procedures.

  



 


1.11.3 Tailgate Meeting


 


All Subcontractor and their lower-tier
Subcontractor’s employees shall attend scheduled daily tailgate meetings.  These meetings are expected to be
approximately 15 minutes in duration and shall be held each morning at the site
by CH2M HILL to discuss the following subjects, as a minimum:


 


	
  ·

  	
   

  	
  The
  work planned for the day

  
	
  ·

  	
   

  	
  Changes
  in work assignment

  
	
  ·

  	
   

  	
  Health
  and safety issues

  
	
  ·

  	
   

  	
  Review
  problems encountered the previous day

  
	
  ·

  	
   

  	
  Sign
  the safety task assignment form prior to beginning any work onsite

  



 


Section 0004


 


Submittals


 


1.0                               General


 


CH2M HILL will control and schedule all
submittals.  The Subcontractor submittals
include all items specifically listed in the work plans, specifications and
drawings.  The Subcontractor submittals
shall be submitted to the CH2M HILL representative listed on the submittal
registry.


 


The Subcontractor shall review each submittal
for completeness and compliance with the subcontract requirements prior to
submission to CH2M HILL. Each submittal shall include The Subcontractor’s
certification that the submittal is in compliance with the project requirements
and contract documents. Submittals that do not comply with the requirements, or
incomplete submittals, will be returned to the originator for correction and
re-submittal.  The Subcontractor substitutions
or variations of specified requirements shall be clearly noted.
 CH2M HILL will approve submittals by signing and dating the
submittal form.


 


 


6
















 


1.2                               Pre-Construction Submittals


 


Upon review, CH2M HILL may require revisions to
pre-construction submittals in order to ensure the project objectives will be
achieved in accordance with applicable regulations and standards and at an
appropriate level of worker safety.  The Subcontractor shall make all
necessary revisions required to the pre-construction submittals and obtain
CH2M HILL’s approval prior to starting construction.  Required Pre-Construction submittals are
listed below:


 


·  Quality Control Plan – the Quality Control Plan outlines The Subcontractor’s
Quality Program to ensure work is performed in accordance with specifications,
plans and other contract documents.


 


·  Construction
Schedule – The Subcontractor’s
construction schedule shall demonstrate achievement of the milestones
established by CH2M HILL.  The
Subcontractor shall add resources as necessary if field activities are not
progressing in accordance with the milestones established by CH2M HILL.


 


·  Schedule
of Values – the schedule of values
includes the details of each bid item showing the lowest level of detail to
accurately quantify and track the progress of the project.


 


·  Material
Submittals – as required by the
statement of work, plans, and specifications.


 


·  Health
and Safety Plan – the Accident Prevention
Plan (APP) defines the specific health and safety issues for the specific
project and implements The Subcontractor’s Health and Safety program.


 


·  Activity Hazard Analyses – The
HASP shall include Activity Hazard Analysis (AHAs)detailing the hazards and
mitigations of those hazards for every task and subtask associated with
completing the work in accordance with the statement of work, plans, and
specifications.  Site work cannot begin
without CH2M HILL’s acceptance of The Subcontractor AHAs.


 


·  Material
Safety Data Sheets – the Health and Safety Plan should include
Material Safety Data Sheets (MSDS) for all chemicals and/or products brought
on-site.


 


1.3                               Daily and Weekly Submittals


 


1.3.1                     Daily


 


At the completion of each workday, The
Subcontractor shall submit to CH2M HILL’s Construction Manager a
Contractor Daily Report documenting activities conducted throughout the
day.  At a minimum, The Subcontractor daily report must contain the
following:


 


·  Tailgate
safety meeting minutes and signatures


·  Safety
Assessment Checklist


·  Equipment
inspection checklist


·  Safety
inspection report


·  Project
status meeting minutes


·  Daily
activities throughout the day


·  Testing
Plan and Log


·  Permits


·  Construction
Waste Management disposal documentation


·  Proposed
activities for the next working day


·  Submittals
issued during the day


·  On
site resources to include personnel and equipment


 


1.3.2                     Weekly


 


At the completion of each work week, The
Subcontractor shall submit to CH2M HILL’s Construction Manager a The
Subcontractor’s Weekly Progress 


 


7

















 


Report documenting process accomplished during
the week and a forecast of activities to be accomplished.  At a minimum, The Subcontractor Weekly
Progress Report must contain the following:


 


·  provide
a summary of work accomplished


·  a
two-week look ahead projection


·  an
updated construction schedule reflecting any changes that have been identified
during the week


·  an
updated Schedule of Values for work completed


 


The weekly submittal must be provided to the
CH2M HILL Construction Manager no later than 5 PM on Fridays.


 


1.4                               Construction Submittals


 


Construction submittal shall be submitted in
accordance with the statement of work, plans, and specifications.  Prior to initiating any work or installation
of equipment, construction submittals will be approved by CH2M HILL in
accordance with the submittal register.  Submittals
shall be submitted in accordance with the following schedule:


 


·                  Within
1 Week of Notice to Proceed: 
product data sheets, shop drawings, manufacturer certifications, etc. for all
equipment and long-lead and/or specialty materials of construction to be
ordered and installed (SSMR materials, etc.)


·                  Minimum
of 3 Week Prior to Installation:
product data sheets, catalog cuts, etc for standard  materials of
construction to be used; O&M Manuals and installation instructions for all
equipment to be installed.


·                  Daily/Weekly,
or as Otherwise Required:  Daily/Weekly
Reports, Field and Laboratory Test Results, Waste Disposal Records,
miscellaneous submittals.


 


1.5                               Post Construction Submittals


 


The Subcontractor shall provide CH2M HILL within
two weeks following construction activities, the following information (if not
provided during progress) to assist CH2M HILL in preparing as-built and other
final reports:


 


·      Photographs (and photo log)


·      Submittal log


·      Field test log and inspection reports


·      Red-lined drawings and as-built drawings


·      Construction Waste Management documentation to include waste
profiles, facility-signed manifests, and certificates of disposal CDs)


 


Section 0005


 


Change Control and
Nonconformance


 


1.0                               Requests for Information


 


Requests for Information (RFIs) shall be used to
communicate and document clarifications and modifications not affecting cost or
schedule requested by either The Subcontractor or CH2MHILL. The RFIs will be
tracked and logged by the CH2M HILL Construction Manager and QC Manager to
ensure that each RFI is fully addressed and those changes to the statement of
work, plans, and specifications are completely and accurately documented.


 


Each RFI shall contain the subcontract number
and a sequential RFI Identification Number and a Title. The response should
include a narrative explanation of the resolution and attach any drawings or
specifications required to support the RFI.


 


8

















 


Changes to construction drawings as a result of
a RFI shall be identified with a symbol in the border identifying the RFI
identification number and title. The drawing should also be marked with a
cloud, circle, etc. to distinguish the change from the original drawings. The
sheet will then supersede the existing drawing in the drawing set.


 


RFIs that result in a change to cost or schedule
require a written change order to the subcontract agreement before work is
executed. Change orders are to be issued only by the Subcontract
Administrator.  Any work performed by The
Subcontractor without a written Change Order executed by the Subcontract
Administrator may not be compensable by CH2M HILL.  The Subcontractor is at risk for any costs
associated with unauthorized work.  The
Project Manager, Construction Manager or other CH2M HILL personnel does
not have the authority to direct The Subcontractor to perform out of scope work
or additional work.


 


2.0                               Nonconformance Report


 


The CH2M HILL Construction Manager or QC Manager
shall notify The Subcontractor of any noncompliance with the contract
documents. The Subcontractor shall take immediate corrective action after
receipt of the noncompliance. Noncompliance notifications may be issued
directly to  The Subcontractor’s on-site
Supervision. If The Subcontractor fails or refuses to take immediate corrective
action, the CH2M HILL Construction Manager or QC Manager may issue a stop work
order for all or part of the work until satisfactory corrective action has been
taken. Noncompliance notification or stop work orders will be documented in the
daily report and a Non-Conformance Report (NCR). Verification of the corrective
action and its results will be performed by the CH2M HILL Construction Manager
or QC Manager and documented in the daily report.


 


3.0                               Corrective Measure Plan


 


Upon receipt of a noncompliance notification,
The Subcontractor must submit to CH2M HILL’s Construction Manager or QC
Manager a corrective measures plan for CH2M HILL’s review and
acceptance.  The Subcontractor should
immediately implement the corrective measure plan upon receipt of
CH2M HILL’s acceptance of the plan.


 


Section 0006


 


Special Conditions


 


1.0          COMMENCEMENT,
PROSECUTION, AND COMPLETION OF WORK


 


The Subcontractor shall be required to (1) commence
work under this contract within 5 calendar days after The Subcontractor
receives the notice to proceed, (2) prosecute the work diligently, and (3) complete
the entire work ready for use. The time stated for completion shall include
final cleanup of the premises.


 


2.0          LIQUIDATED
DAMAGES–CONSTRUCTION


 


(a) If the Contractor fails to complete the work
within the time specified in the contract, the Contractor shall pay liquidated
damages to CH2MHILL in the amount of $1,000.00 per day for each calendar day of
delay until the work is completed or accepted.


 


4.0                               Prime
Contract Flow down Clauses


 


The prime contract flow down clauses are included in Exhibit F
of the Standard Subcontract document.


 


9

















 


5.0                               Davis
Bacon Wage Determination


 


Davis Bacon Wage Determination for Cumberland County,
NC (attached) is applicable to this project. 
The wage determinations are included in Exhibit F of the Standard
Subcontract Agreement.


 


10

















 


EXHIBIT B


 


SCHEDULE OF SUBCONTRACTOR’S WORK


 


B.1          Subcontractor
shall begin Subcontractor’s Work within three (5) calendar days of receipt
of Notice to Proceed, unless an Alternate Commencement Date is indicated
below.  Subcontractor shall commence work
on or before 01 January 2009 and be Substantial Completion on or before 31
March  2010. Subcontractor shall develop a detailed schedule in accordance
with the schedule requirements herein this contract document and including
requirements specified in the Technical Provisions Vol. 1.


 


Alternate Commencement Date:  N/A


 


Acceptance
Date: N/A


 


OR


 


Number
of calendar days to achieve : N/A


 


Initial
Schedule Attached:          Yes
x   No
o


 


Date
of Schedule: 16 Oct 08 Preliminary Project Schedule


 


Number
of Pages: 1


 


The
initial attached schedule is “representative of the work. Within five (5) days
Subcontractor should submit a schedule defining the planned work under its
control which reflects the most practicable approach. Subcontractor must
maintain start, finish and milestones outlined in initial schedule.


 


B.2          If an approved
Schedule is not attached, Subcontractor shall within (5) five days after
award of this Subcontract prepare and submit to CH2MHILL for approval a
practicable Schedule showing the order in which Subcontractor proposes to
perform Subcontractor’s Work, and the dates on which Subcontractor contemplates
starting and completing the several salient features of Subcontractor’s Work
(including acquiring materials, plant, and equipment).  The Schedule shall be in the form of a
progress chart of suitable scale to indicate appropriately the percentage of
Subcontractor’s Work scheduled for completion by any given date during the
period.  If Subcontractor fails to submit
a Schedule within the time prescribed, CH2M HILL may withhold approval of
progress payments until the Subcontractor submits the required Schedule.


 


B.3          Subcontractor shall
update the Schedule weekly  and submit it
to CH2M HILL.  If, in the opinion of
CH2M HILL, Subcontractor falls behind the approved schedule, Subcontractor
shall take steps necessary to improve its progress, including those that may be
required by CH2M HILL, without additional cost to CH2M HILL.  In this circumstance, CH2M HILL may
require Subcontractor to increase the number of shifts, overtime operations,
days of work and/or the amount of construction plant, and to submit for
approval any supplementary schedule or schedules as deemed necessary by
CH2M HILL to demonstrate how the approved rate of progress will be
regained.


 


B.4          Failure of Subcontractor to comply
with the requirements of CH2M HILL under this clause shall be grounds for
a determination by CH2M HILL that Subcontractor is not prosecuting
Subcontractor’s Work with sufficient diligence to ensure completion within the
time specified in this Subcontract.  Upon
making this determination, CH2M HILL may terminate Subcontractor’s right
to proceed with Subcontractor’s Work, or any separable part of it, pursuant to Article 10.1
of Exhibit D of this Subcontract


 


1

















 


EXHIBIT C


 


SUBCONTRACT PRICE SCHEDULE


 


C.1  Compensation


 


CH2M HILL shall compensate Subcontractor
for satisfactory completion of Subcontractor’s Work as set forth below in
accordance with the Subcontract requirements. Except as expressly indicated to
the contrary, prices include all allowances; local, state, and federal sales
and use taxes; any import or export duties (regardless of point of origin);
contingencies; and costs of all insurance, overhead and profit


 


A.  For
all Subcontractor’s Work other than Unit Price Work, a Lump Sum of $
6,284,616.00


 


B.    For all Unit Price Work, an amount equal to the sum
of the established unit price for each separately identified item of Unit Price
Work times the estimated quantity of that item as indicated in this
paragraph.  Estimated quantities are not
guaranteed, and determinations of actual quantities and classification are to
be made by CH2M HILL and Owner.


 


	
  Line

  Item

  	
   

  	
  Cost
  Code

  	
   

  	
  Calendar

  days

  	
   

  	
  CLIN
  No. and Description

  	
   

  	
  Qty

  	
   

  	
  UOM

  	
   

  	
  Estimated
  Total

  	
   

  
	
  1

  	
   

  	
  02.02.01

  	
   

  	
   

  	
   

  	
  0001AA
  ASP Site Work

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  02.02.02

  	
   

  	
   

  	
   

  	
  0001AB
  Navy Type F Magazines

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
  $

  	
  5951,531.00

  	
   

  
	
  3

  	
   

  	
  02.02.03

  	
   

  	
   

  	
   

  	
  0001AC
  Oval Arch Magazines

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
  $

  	
  333,085.00

  	
   

  
	
  4

  	
   

  	
  02.02.04

  	
   

  	
   

  	
   

  	
  0001AD
  Drive Thru Issue Bldg & Area

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  02.02.05

  	
   

  	
   

  	
   

  	
  0001AE
  Tactical Vehicle Inspection Station

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  02.02.06

  	
   

  	
   

  	
   

  	
  0001
  AF Shipping & Receiving/Admin Bldg

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  02.02.07

  	
   

  	
   

  	
   

  	
  0001AG
  Residue Yard & Admin Bldg

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  02.02.08

  	
   

  	
   

  	
   

  	
  0001AH
  Ammo Holding Area

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  02.02.09

  	
   

  	
   

  	
   

  	
  0001AJ
  Ammo Truck Inspection Station

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  02.02.10

  	
   

  	
   

  	
   

  	
  0001AK
  Gate Inspection Area & Entry Control Bldg

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
  02.02.11

  	
   

  	
   

  	
   

  	
  0001AL
  New Entrance & Turn Lane

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
   

  	
   

  
	
  12

  	
   

  	
  02.02.12

  	
   

  	
   

  	
   

  	
  0001AM
  Gate, Amnesty Area & Entry Bldg

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
   

  	
   

  
	
  13

  	
   

  	
  02.02.13

  	
   

  	
   

  	
   

  	
  0001AN
  Small Arms Ammunition Warehouse

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
   

  	
   

  
	
  14

  	
   

  	
  02.02.14

  	
   

  	
   

  	
   

  	
  0001AP
  Navy Type F Magazine Road System

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
   

  	
   

  
	
  15

  	
   

  	
  02.02.15

  	
   

  	
   

  	
   

  	
  0001AQ
  Oval Arch Magazine Road System

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
   

  	
   

  
	
  16

  	
   

  	
  02.02.16

  	
   

  	
   

  	
   

  	
  0001AR
  AHA to MSA Roadway

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
   

  	
   

  
	
  17

  	
   

  	
  02.02.17

  	
   

  	
   

  	
   

  	
  0001AS
  MSA to ECP Roadway

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
   

  	
   

  
	
  18

  	
   

  	
  02.02.18

  	
   

  	
   

  	
   

  	
  0001AT
  Shipping & Receiving to MSA Roadway

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
   

  	
   

  
	
  19

  	
   

  	
  02.02.19

  	
   

  	
   

  	
   

  	
  0001AU
  AU Security Fence

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
   

  	
   

  
	
  20

  	
   

  	
  02.02.20

  	
   

  	
   

  	
   

  	
  0001AV
  CCTV System

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
   

  	
   

  
	
  21

  	
   

  	
  02.02.21

  	
   

  	
   

  	
   

  	
  0001AW
  ASP Communication Dist to ASP

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
   

  	
   

  
	
  22

  	
   

  	
  02.02.22

  	
   

  	
   

  	
   

  	
  0001AX
  Comm. Dist from Pope to ASP

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
   

  	
   

  
	
  23

  	
   

  	
  02.02.23

  	
   

  	
   

  	
   

  	
  0002AA
  Addition to Small Arms Warehouse

  	
   

  	
  1

  	
   

  	
  LT

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Firm
  Fixed Price all inclusive of bonds, taxes, permits, fees, overhead and
  profits.

  	
   

  	
   

  	
   

  	
  LT

  	
   

  	
  $

  	
  6,284,616.00

  	
   

  



 


A separate
schedule of values will be developed which will be used to determine earned
value and billing summarization to the CLIN line items. This document will be
utilized by subcontractor on a monthly basis with the CH Construction Manager.


 


1

















 


UNIT PRICES:


 


 


ESTIMATED TOTAL OF
ALL UNIT PRICES:                             ($                                              )


 


Additional units
may be ordered based on the schedule below:


 


ESTIMATED TOTAL OF
ALL UNIT PRICES: Items                             ($                                    )


 


C.2 Invoicing Instructions and
Requirements:


 


A.           Subcontractor
shall invoice CH2M HILL monthly based upon work actually completed during
invoice period;


 


B.            Invoices
shall be separately numbered and sent to 
CH2M HILL at the address listed below and shall include the
following information:


 


Bill to: CH2M HILL Constructors, Inc.


CH2M HILL
Tax ID No. 84-1230545


Billing Address: P.O. Box 241329 Denver, CO 80224


CH2M HILL Contracts
Representative:  Kirk Hackenberg


Project Number:
382021  Subcontract #:811843


 


Invoices not conforming with
these instructions may be returned for correction.


 


2

















 


TABLE OF CONTENTS TO EXHIBIT D


 


GENERAL TERMS AND CONDITIONS


 


	
  ARTICLE 1

  	
  NOTICES

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  SCOPE OF WORK

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  SUBCONTRACTOR’S WORK

  	
  1

  
	
   

  	
  2.2

  	
  CH2M HILL’S WORK

  	
  1

  
	
   

  	
  2.3

  	
  CONTRACT DOCUMENTS

  	
  1

  
	
   

  	
  2.4

  	
  CONFLICTS

  	
  1

  
	
   

  	
  2.5

  	
  EXTENT OF AGREEMENT

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  SUBCONTRACTOR’S
  RESPONSIBILITIES

  	
  2

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  LOWER TIER SUBCONTRACTORS

  	
  2

  
	
   

  	
  3.2

  	
  RESPONSIBILITIES

  	
  2

  
	
   

  	
  3.3

  	
  INCONSISTENCIES AND OMISSIONS

  	
  2

  
	
   

  	
  3.4

  	
  SUBMITTALS

  	
  2

  
	
   

  	
  3.5

  	
  TEMPORARY SERVICES

  	
  2

  
	
   

  	
  3.6

  	
  COORDINATION

  	
  2

  
	
   

  	
  3.7

  	
  SUBCONTRACTOR’S REPRESENTATIVE

  	
  2

  
	
   

  	
  3.8

  	
  PROVISION FOR INSPECTION TESTING

  	
  3

  
	
   

  	
  *3.9

  	
  CLEANUP

  	
  3

  
	
   

  	
  *3.10

  	
  HEALTH AND SAFETY; DRUG FREE WORKPLACE POLICY

  	
  3

  
	
   

  	
  *3.11

  	
  PROTECTION OF THE WORK

  	
  3

  
	
   

  	
  *3.12

  	
  PERMITS, FEES, LICENSE AND TAXES

  	
  4

  
	
   

  	
  3.13

  	
  ASSIGNMENT OF SUBCONTRACTOR’S WORK

  	
  4

  
	
   

  	
  *3.14

  	
  HAZARDOUS MATERIAL; MATERIAL SAFETY DATA

  	
  4

  
	
   

  	
  3.15

  	
  LAYOUT RESPONSIBILITIES AND LEVELS

  	
  4

  
	
   

  	
  *3.16

  	
  WARRANTIES AND COMPLETION

  	
  4

  
	
   

  	
  3.17

  	
  MATERIALS OR EQUIPMENT FURNISHED BY OTHERS

  	
  4

  
	
   

  	
  3.18

  	
  SUBSTITUTIONS

  	
  5

  
	
   

  	
  *3.19

  	
  USE OF OWNER’S OR CH2M HILL’S EQUIPMENT

  	
  5

  
	
   

  	
  3.20

  	
  RESERVED.

  	
  5

  
	
   

  	
  3.21

  	
  RESERVED.

  	
  5

  
	
   

  	
  *3.22

  	
  WORK FOR OTHERS

  	
  5

  
	
   

  	
  *3.23

  	
  PUBLICITY.

  	
  5

  
	
   

  	
  3.24

  	
  CH2M HILL’S RIGHT TO PERFORM

  	
  5

  
	
   

  	
  3.25

  	
  SYSTEMS AND EQUIPMENT STARTUP

  	
  5

  
	
   

  	
  *3.26

  	
  COMPLIANCE WITH LAWS

  	
  5

  
	
   

  	
  *3.27

  	
  ROYALTIES, PATENTS AND COPYRIGHTS

  	
  6

  
	
   

  	
  *3.28

  	
  LABOR RELATIONS

  	
  6

  
	
   

  	
  *3.29

  	
  RECORD KEEPING/AUDIT

  	
  6

  
	
   

  	
  3.30

  	
  AS-BUILT DOCUMENTS

  	
  6

  
	
   

  	
  *3.31

  	
  REUSE OF DOCUMENTS

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  CH2M HILL’s
  RESPONSIBILITIES

  	
  6

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  CH2M HILL’S REPRESENTATIVES

  	
  6

  
	
   

  	
  4.2

  	
  STORAGE AREAS

  	
  6

  
	
   

  	
  4.3

  	
  TIMELY COMMUNICATIONS

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  SCHEDULE OF
  SUBCONTRACTOR’S WORK

  	
  7

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  TIME OF PERFORMANCE

  	
  7

  
	
   

  	
  5.2

  	
  SCHEDULE OBLIGATIONS

  	
  7

  
					



 


1

















 


	
   

  	
  5.3

  	
  PRIORITY OF THE WORK

  	
  7

  
	
   

  	
  5.4

  	
  DELAY

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  SUBCONTRACT
  PRICE

  	
  7

  
	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  SUBCONTRACT PRICE

  	
  7

  
	
   

  	
  6.2

  	
  VARIATION IN ESTIMATED QUANTITIES

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
  CHANGES IN
  SUBCONTRACTOR’S WORK

  	
  7

  
	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  SUBCONTRACT CHANGE ORDERS

  	
  7

  
	
   

  	
  7.2

  	
  UNKNOWN CONDITIONS

  	
  8

  
	
   

  	
  7.3

  	
  CLAIMS RELATING TO OWNER

  	
  8

  
	
   

  	
  7.4

  	
  CLAIMS RELATING TO CH2M HILL

  	
  8

  
	
   

  	
  7.5

  	
  ADJUSTMENTS IN SUBCONTRACT PRICE

  	
  8

  
	
   

  	
  7.6

  	
  SUBSTANTIATION OF ADJUSTMENT

  	
  8

  
	
   

  	
  7.7

  	
  OBLIGATION TO PERFORM

  	
  9

  
	
   

  	
  7.8

  	
  EMERGENCIES

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
  PAYMENT

  	
  9

  
	
   

  	
   

  	
   

  
	
   

  	
   8.1

  	
  SCHEDULE OF VALUES

  	
  9

  
	
   

  	
   8.2

  	
  PROGRESS PAYMENTS APPLICATION

  	
  9

  
	
   

  	
  8.2.1

  	
  APPLICATION

  	
  9

  
	
   

  	
  8.2.2

  	
  RETAINAGE

  	
  9

  
	
   

  	
  8.2.3

  	
  TIME OF APPLICATION

  	
  9

  
	
   

  	
  8.2.4

  	
  STORED MATERIALS

  	
  9

  
	
   

  	
  8.2.5

  	
  TIME OF PAYMENT

  	
  9

  
	
   

  	
  8.2.6

  	
  PAYMENT DELAY

  	
  9

  
	
   

  	
  8.2.7

  	
  PAYMENTS WITHHELD

  	
  10

  
	
   

  	
   8.3

  	
  FINAL PAYMENT APPLICATION

  	
  10

  
	
   

  	
  8.3.1

  	
  REQUIREMENTS

  	
  10

  
	
   

  	
  8.3.2

  	
  TIME OF PAYMENT

  	
  10

  
	
   

  	
  8.3.3

  	
  FINAL PAYMENT DELAY

  	
  11

  
	
   

  	
  8.3.4

  	
  WAIVER OF CLAIMS

  	
  11

  
	
   

  	
   8.4

  	
  CASH DISCOUNTS

  	
  11

  
	
   

  	
   8.5

  	
  CONTINUING OBLIGATIONS

  	
  11

  
	
   

  	
   8.6

  	
  PAYMENT USE RESTRICTION

  	
  11

  
	
   

  	
   *8.7

  	
  PAYMENT USE VERIFICATION

  	
  11

  
	
   

  	
   *8.8

  	
  PARTIAL LIEN WAIVERS AND AFFIDAVITS

  	
  11

  
	
   

  	
   8.9

  	
  SUBCONTRACTOR PAYMENT FAILURE

  	
  11

  
	
   

  	
   8.10

  	
  SUBCONTRACTOR ASSIGNMENT OF PAYMENTS

  	
  12

  
	
   

  	
   8.11

  	
  PAYMENT NOT ACCEPTANCE

  	
  12

  
	
   

  	
   8.12

  	
  PAYMENT IN U.S. DOLLARS

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
  INDEMNITY AND
  INSURANCE

  	
  12

  
	
   

  	
   

  	
   

  
	
   

  	
   9.1

  	
  INDEMNITY

  	
  12

  
	
   

  	
  9.1.1

  	
  SUBCONTRACTOR’S PERFORMANCE

  	
  12

  
	
   

  	
  9.1.2

  	
  NO LIMITATION ON LIABILITY

  	
  12

  
	
   

  	
   9.2

  	
  INSURANCE

  	
  12

  
	
   

  	
  *9.2.1

  	
  SUBCONTRACTOR’S INSURANCE

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
  CH2M HILL’S
  RIGHT TO PERFORM SUBCONTRACTOR’S RESPONSIBILITIES AND 

  	
   

  
	
  TERMINATION OF
  SUBCONTRACT

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   10.1

  	
  FAILURE OF PERFORMANCE

  	
  13

  
	
   

  	
  10.1.1

  	
  NOTICE TO CURE

  	
  13

  
	
   

  	
  10.1.2

  	
  TERMINATION BY CH2M HILL

  	
  13

  
	
   

  	
  10.1.3

  	
  USE OF SUBCONTRACTOR’S EQUIPMENT

  	
  13

  
	
   

  	
   10.2

  	
  BANKRUPTCY

  	
  14

  
						



 


2

















 


	
   

  	
  10.2.1

  	
  TERMINATION ABSENT CURE

  	
  14

  
	
   

  	
  10.2.2

  	
  INTERIM REMEDIES

  	
  14

  
	
   

  	
   10.3

  	
  SUSPENSION BY OWNER

  	
  14

  
	
   

  	
   10.4

  	
  TERMINATION BY OWNER

  	
  14

  
	
   

  	
   10.5

  	
  CONTINGENT ASSIGNMENT OF SUBCONTRACT

  	
  14

  
	
   

  	
   10.6

  	
  SUSPENSION BY CH2M HILL

  	
  14

  
	
   

  	
   10.7

  	
  TERMINATION BY CH2M HILL FOR CONVENIENCE

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
  DISPUTE
  RESOLUTION

  	
  15

  
	
   

  	
   

  	
   

  
	
   

  	
   11.1

  	
  INITIAL DISPUTE RESOLUTION

  	
  15

  
	
   

  	
   11.2

  	
  AGREEMENT TO ARBITRATE

  	
  15

  
	
   

  	
   11.3

  	
  EXCEPTIONS

  	
  15

  
	
   

  	
   11.4

  	
  NOTICE OF DEMAND

  	
  16

  
	
   

  	
   11.5

  	
  AWARD

  	
  16

  
	
   

  	
   11.6

  	
  WORK CONTINUATION AND PAYMENT

  	
  16

  
	
   

  	
   11.7

  	
  NO LIMITATION OF RIGHTS OR REMEDIES

  	
  16

  
	
   

  	
   11.8

  	
  MULTIPARTY PROCEEDING

  	
  16

  
	
   

  	
   11.9

  	
  PARAGRAPH 11.3 CLAIMS

  	
  16

  
	
   

  	
   11.10

  	
  COST OF DISPUTE RESOLUTION

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12

  	
  MISCELLANEOUS
  PROVISIONS

  	
  17

  
	
   

  	
   

  	
   

  
	
   

  	
   12.1

  	
  GOVERNING LAW

  	
  17

  
	
   

  	
   12.2

  	
  SEVERABILITY

  	
  17

  
	
   

  	
   12.3

  	
  NO WAIVER OF PERFORMANCE

  	
  17

  
	
   

  	
   12.4

  	
  TITLES

  	
  17

  
	
   

  	
  HEALTH & SAFETY CONDITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  CH2M HILL AND SUBCONTRACTOR AGREE THAT THE PROVISIONS
  SET FORTH BELOW SHALL FORM A PART OF THE SUBCONTRACT. FAILURE TO
  COMPLY WITH THE PROVISIONS OF THIS EXHIBIT G MAY BE GROUNDS FOR
  WITHHOLDING PAYMENT TO SUBCONTRACTOR AND/OR BE A MATERIAL BREACH OF THIS
  SUBCONTRACT AND AN INCIDENT OF DEFAULT UNDER ARTICLE 10 OF EXHIBIT D, WHICH MAY LEAD
  TO TERMINATION OF THIS SUBCONTRACT BY CH2M HILL

  	
  1

  
					



 


	
   

  	
  *1.0         SAFETY; PROTECTION OF WORK

  	
  1

  
	
   

  	
  SUBCONTRACTOR SHALL AT ALL TIMES BE SOLELY RESPONSIBLE FOR
  ALL ASPECTS OF SAFETY IN CONNECTION WITH SUBCONTRACTOR’S WORK, INCLUDING
  INITIATING, MAINTAINING AND SUPERVISING ALL SAFETY PRECAUTIONS AND PLANS,
  EVEN IF CH2M HILL ESTABLISHES A SAFETY PROGRAM FOR THE ENTIRE
  PROJECT.  SUCH RESPONSIBILITY INCLUDES,
  WITHOUT LIMITATION, THE OBLIGATIONS SET FORTH IN THE REMAINDER OF THIS
  ARTICLE 1.0.  SUBCONTRACTOR SHALL PERFORM SUBCONTRACTOR’S
  WORK OR ENSURE THAT IT IS PERFORMED, IN A MANNER TO AVOID RISK OF INJURY TO
  PERSONS OR DAMAGE TO PROPERTY AND SHALL CONTINUOUSLY INSPECT SUBCONTRACTOR’S
  WORK, WHICH INCLUDES ALL OF SUBCONTRACTOR’S MATERIALS, EQUIPMENT AND LOWER
  TIER SUBCONTRACTORS, TO DISCOVER THE EXISTENCE OF ANY CONDITIONS WHICH IMPOSE
  A RISK OF BODILY INJURY OR DAMAGE TO PROPERTY

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  *2.0         DRUG FREE WORKPLACE

  	
  4

  



 


3
















 


EXHIBIT D


 


GENERAL TERMS AND CONDITIONS


 


ARTICLE
1           NOTICES


 


Notice
to the parties shall be given to the designated representatives at the
addresses of the designated representatives in this Subcontract.


 


ARTICLE
2           SCOPE OF WORK


 


2.1      Subcontractor’s
Work


 


CH2M HILL contracts
with Subcontractor as an independent contractor to perform the design review
and all construction work necessary or incidental to complete the work for the
Project in strict accordance with and reasonably inferable from the Contract
Documents.  Subcontractor shall perform
its work (Subcontractor’s Work) under the general direction of CH2M HILL
and in accordance with the Exhibit A, Scope of Subcontractor’s Work, Exhibit B,
Schedule of Subcontractor’s Work and the other Contract Documents and shall be
solely responsible for its employees, lower tier subcontractors, agents and
means and methods of construction.


 


2.2      CH2M HILL’s
Work


 


CH2M HILL’s work is
the design and construction services or remediation construction required of
CH2M HILL to fulfill its obligations pursuant to the Prime Contract (the
Work).  Subcontractor’s Work is a portion
of the Work.


 


2.3      Contract
Documents


 


The Contract Documents
consist of:


 


1.     Subcontract
Change Orders and written amendments to this Subcontract signed by both
Subcontractor and CH2M HILL;


 


2.     This
Subcontract and Exhibits to it;


 


3.     Specifications
and addenda;


 


4.     Drawings;


 


5.     Bonds
and Insurance furnished by Subcontractor


 


Subcontractor
acknowledges that copies of these documents have been made available.  Nothing in this Subcontract shall be
construed to create a contractual relationship between persons or entities
other than CH2M HILL and Subcontractor. 
The specifications, addenda, and drawings existing at the time of the
execution of this Subcontract are set forth in Exhibit F, Other
Provisions.


 


2.4      Conflicts


 


In case of any
inconsistency, conflict or ambiguity among the Contract Documents, the
Documents shall govern in the order in which they are listed above.


 


2.5      Extent of
Agreement


 


This Subcontract is
solely for the benefit of the parties and represents the entire and integrated
agreement between the parties and supersedes all prior negotiations,
representations, or agreements, either written or oral.


 


2.6      Unless
otherwise indicated, the term “Day” shall mean calendar day.


 


1

















 


2.7      “Laws”
are any applicable laws, rules, regulations, ordinances, codes or orders of any
and all governmental bodies, agencies, authorities and courts having
jurisdiction.


 


ARTICLE 3           SUBCONTRACTOR’S
RESPONSIBILITIES


 


3.1      Lower Tier
Subcontractors


 


Subcontractor will bind all lower tier
subcontractors to the articles of this Subcontract indicated by an asterisk (*)
before the paragraph number.


 


3.2      Responsibilities


 


Subcontractor shall furnish all of the labor,
materials, equipment, and services, including but not limited to, competent
supervision, shop drawings, samples, tools, and temporary appurtenances as are
necessary for the proper performance of Subcontractor’s Work in strict
accordance with and reasonably inferable from the Contract Documents.


 


Subcontractor shall
provide a list of proposed lower tier subcontractors and major suppliers to
CH2M HILL for approval, and shall be responsible for taking field
dimensions, providing tests, obtaining required permits and affidavits,
ordering of materials and all other actions as required to meet the Schedule of
Subcontractor’s Work.


 


3.3      Inconsistencies
and Omissions


 


Should inconsistencies or
omissions appear in the Contract Documents, it shall be the duty of
Subcontractor to notify CH2M HILL in writing within three (3) working
days of discovery by Subcontractor.  Upon
receipt of notice, CH2M HILL shall instruct Subcontractor as to the
measures to be taken, and Subcontractor shall comply with CH2M HILL’s
instructions.


 


3.4      Submittals


 


Subcontractor shall be
responsible to CH2M HILL for the accuracy and conformity with the Contract
Documents of shop drawings, samples and other submittals that pertain to
Subcontractor’s Work.  Approval of
submittals by CH2M HILL shall not be deemed to authorize deviations or
substitutions from the requirements of the Contract Documents.


 


3.5      Temporary
Services


 


Subcontractor shall
furnish all temporary services, offices, storage facilities and security except
those services, if any, set forth in Exhibit F, “Other Provisions” to be
furnished by CH2M HILL.


 


3.6      Coordination


 


Subcontractor shall:


 


1.     cooperate with CH2M HILL
and all others whose work may interfere with Subcontractor’s Work;


 


2.     specifically note and
immediately advise CH2M HILL of any such interference with Subcontractor’s
Work; and


 


3.     participate in the
preparation of coordination drawings and work schedules in areas of congestion.


 


3.7      Subcontractor’s
Representative


 


Subcontractor’s Representative
is designated in the Subcontract and is agreed to by CH2M HILL.  This representative shall be the only person
to whom CH2M HILL shall issue instructions, orders or directions, except
in an emergency.  Subcontractor shall
notify CH2M HILL in writing if it intends to change its representative
which shall be subject to CH2M HILL’s approval.


 


2

















 


3.8      Provision
for Inspection Testing


 


3.8.1       Subcontractor shall notify CH2M HILL when
portions of Subcontractor’s Work are ready for testing or inspection.  Subcontractor shall at all times furnish
CH2M HILL and its representatives with adequate facilities for inspecting
or testing Subcontractor’s Work and materials at the site or any place where
materials under this Subcontract may be in the course of preparation, process,
manufacture or treatment.  Subcontractor
shall furnish to CH2M HILL, in such detail and as often as required, full
reports of the progress of Subcontractor’s Work irrespective of its location.


 


3.8.2       Unless otherwise provided in the Subcontract,
testing of the materials or the Subcontractor’s Work shall be performed by
Subcontractor at its expense and in accordance with the requirements of the
Contract Documents.  Except as provided
in the following paragraph, additional testing desired by CH2M HILL shall
be performed at CH2M HILL’s expense. 
Subcontractor shall furnish sample, results and certifications as
requested.


 


3.8.3       Any Subcontractor’s Work covered prior to any
required test or inspection shall be uncovered and replaced at Subcontractor’s
expense.  If, in any other circumstance,
CH2M HILL considers it necessary to observe or test any covered
Subcontractor’s Work, Subcontractor shall uncover the Work at CH2M HILL’s
expense.  If Subcontractor’s Work is
found to be defective or not in conformance with the Contract Documents,
Subcontractor shall be responsible for all costs and losses associated with
discovering, observing testing and satisfactory replacement of defective
Subcontractor’s Work, including, without limitation, engineer and attorney fees
and costs of replacement by others.


 


3.8.4       CH2M HILL
will notify Subcontractor in writing if any of Subcontractor’s Work is found to
be defective or not in conformance with the Contract Documents.  Subcontractor shall, at its expense,
immediately remove and replace such defective Work.  Failure of CH2M HILL to discover
defective Subcontractor’s Work shall not relieve Subcontractor of its
obligations under this Subcontract nor prejudice the right of CH2M HILL to
reject or require correction of defective Subcontractor’s Work in the future.


 


*3.9    Cleanup


 


Subcontractor shall at
all times keep the Project site in a neat, clean and safe condition and shall
conduct its operations in such a way as to minimize impact upon the natural
environment.  Upon the completion of any
portion of Subcontractor’s Work, Subcontractor shall promptly remove from the
Project site all its equipment, construction plant, temporary structures and
surplus materials not to be used at or near the same location during later
stages of Subcontractor’s Work.  Upon
completion of Subcontractor’s Work and prior to final payment, Subcontractor
shall, at its expense, satisfactorily dispose of all rubbish, remove all plant,
structures, equipment and materials belonging to Subcontractor and leave the
Project site in a neat, clean and safe condition.  If Subcontractor fails to commence compliance
with cleanup duties within twenty-four (24) hours after written notification
from CH2M HILL of non-compliance, CH2M HILL may undertake necessary
cleanup measures without further notice and deduct the cost from any amounts
due or to become due Subcontractor.


 


*3.10  Health and
Safety; Drug Free Workplace Policy


 


Before commencing Subcontractor’s Work, and as a
condition of payment, Subcontractor shall provide evidence of compliance with
the terms and conditions of Exhibit G, whether the performance of
Subcontractor’s Work is by Subcontractor, or any of its lower tier consultants
or subcontractors or anyone directly or indirectly employed by any of them, or
by anyone for whose acts any of them may be responsible.


 


*3.11  Protection
of the Work


 


Subcontractor
shall take necessary precautions to properly protect Subcontractor’s Work, the
work of others and adjacent property from damage caused by Subcontractor’s
operations, and shall identify such precautions in the Safety Plan as
appropriate.  Should Subcontractor cause
damage to the Work or property of Owner, CH2M HILL or others,
Subcontractor shall promptly notify CH2M HILL and shall remedy such damage
to the 


 


3

















 


satisfaction
of CH2M HILL, or CH2M HILL may remedy the damage and deduct its cost
from any amounts due or to become due Subcontractor, unless such costs are
recovered under applicable property insurance.


 


*3.12  Permits,
Fees, License and Taxes


 


Subcontractor shall give
timely notices to authorities pertaining to Subcontractor’s Work, and shall be
responsible for all permits, fees, licenses, assessments, inspections, testing
and taxes necessary to complete Subcontractor’s Work in accordance with the
Contract Documents.  Subcontractor shall
deliver required licenses, certificates of inspection, testing or approval to
CH2M HILL.  To the extent
reimbursement is obtained by CH2M HILL from Owner under the Contract
Documents, Subcontractor shall be compensated for additional costs resulting
from taxes enacted after the date of this Subcontract.


 


3.13    Assignment
of Subcontractor’s Work


 


Subcontractor shall not
assign the whole nor any part of Subcontractor’s Work without prior written
approval of CH2M HILL, which approval shall not be unreasonably withheld.


 


*3.14  Hazardous
Material; Material Safety Data


 


3.14.1     A  Hazardous Material is any substance or material identified
now or in the future as hazardous under any federal, state or local law or
regulation, or any other substance or material which may be considered
hazardous or otherwise subject to statutory or regulatory requirements
governing handling, disposal and/or clean-up. 
To the extent that CH2M HILL has obligations under the Contract
Documents or by law regarding such materials within the scope of Subcontractor’s
Work, Subcontractor shall have the same obligations.


 


3.14.2     As soon as practicable after execution of this
Subcontract, Subcontractor will submit to CH2M HILL Material Safety Data (“MSD”)
sheets as required by law pertaining to materials or substances used or
consumed in the performance of Subcontractor’s Work and will, in any event,
furnish an appropriate MSD before bringing any such material or substance to
the Project site.  If such materials or
substances are part of any item requiring a shop drawing or other submittal,
the MSD will accompany the submittal.


 


3.15    Layout
Responsibilities and Levels


 


Subcontractor shall be
responsible for laying out Subcontractor’s Work, shall protect and preserve the
established reference points and shall make no changes or relocations without
the prior written approval of CH2M HILL. 
Subcontractor shall report to CH2M HILL whenever any reference
point is lost or destroyed or requires relocation because of necessary changes
in grades or locations, and shall be responsible for the accurate replacement
or relocation of such reference points. 
Subcontractor’s Work shall be executed in accordance with the locations,
lines and grades specified or shown on the drawings, subject to such
modifications as CH2M HILL may require.


 


*3.16  Warranties
and Completion


 


Subcontractor
warrants that all materials and equipment furnished under this Subcontract will
be new, unless otherwise specified, and will be of good quality, in conformance
with the Contract Documents, and free from defective workmanship and
materials.  Warranties shall commence on
the date of Substantial Completion of the Work or a designated portion
thereof.  Subcontractor agrees to correct
all Subcontractor’s Work performed under this Subcontract which proves to be
defective in workmanship or materials within a period of one year from the date
of Substantial Completion of the Work or for a longer period of time as may be
required by specific warranties in the Contract Documents.  Substantial Completion of the Work, or a
designated portion, occurs on the date when construction is sufficiently
complete in accordance with the Contract Documents so that Owner can occupy or
utilize the Project, or a designated portion, for the use for which it is
intended.


 


3.17    Materials or
Equipment Furnished by Others


 


In the event the scope of
Subcontractor’s Work includes installation of materials or equipment furnished
by CH2M HILL or others, it shall be the responsibility of Subcontractor to
exercise proper care in handling, storing and installing such items.  Subcontractor shall examine the items
provided and report to CH2M HILL in writing 


 


4

















 


any items it may discover
that do not conform to requirements of the Contract Documents.  Subcontractor shall not proceed to install
nonconforming items without further instructions from CH2M HILL.  Loss or damage due to acts or omissions of
Subcontractor shall be deducted from any amounts due or to become due
Subcontractor.


 


3.18    Substitutions


 


No substitutions shall be
made in Subcontractor’s Work unless permitted in the Contract Documents, and only
then upon Subcontractor first receiving written approval from CH2M HILL of
Subcontractor’s recommendation for substitutions.  Subcontractor shall hold CH2M HILL
harmless from costs or liabilities incurred as a result of such substitutions,
whether or not Subcontractor has obtained approval.


 


*3.19  Use of OWNER’s
or CH2M HILL’s Equipment


 


Subcontractor,
its agents, employees, subcontractors or suppliers shall not use Owner’s or
CH2M HILL’s equipment without the express written permission of
CH2M HILL’s Designated Technical Representative.  If Subcontractor or any of its agents,
employees, subcontractors or suppliers utilize any of Owner’s or CH2M HILL’s
equipment, including machinery, tools, scaffolding, hoists, lifts or similar
items owned, leased or under the control of CH2M HILL or Owner,
Subcontractor shall defend, indemnify and be liable to CH2M HILL and Owner
as provided in Article 9 for any loss or damage (including personal injury
or death) which may arise from such use.


 


3.20    Reserved.


 


3.21    Reserved.


 


*3.22  Work for
Others


 


Until final completion of
the Project, Subcontractor agrees not to perform any work directly for Owner or
any tenants, or deal directly with Owner’s representatives in connection with
the Project, unless otherwise directed in writing by CH2M HILL.


 


*3.23      Publicity.


 


Subcontractor will not disclose the nature of
Subcontractor’s Work on the Project or engage in any other publicity or public
media disclosures with respect to this Project without the prior written
consent of CH2M HILL.


 


3.24    CH2M HILL’s
Right to Perform


 


If Subcontractor fails to
perform its work fully, CH2M HILL reserves the right on three (3) working
days’ written notice to arrange for others to perform the remaining portion of
Subcontractor’s Work and charge the cost of performing this work to
Subcontractor.


 


3.25    Systems and
Equipment Startup


 


As required by the
Contract Documents and with the assistance of Owner’s maintenance personnel and
CH2M HILL, Subcontractor shall direct the checkout and operation of
systems and equipment for readiness, and assist in their initial startup and
testing.


 


*3.26  Compliance
with Laws


 


Subcontractor agrees to
be bound by, and at its own cost comply with, all Laws applicable to
Subcontractor’s Work, including but not limited to, equal employment
opportunity, affirmative action, minority business enterprise, women’s business
enterprise, disadvantaged business enterprise, applicable OSHA and other safety
Laws and all other Laws with which CH2M HILL must comply.  Subcontractor shall be liable to
CH2M HILL and Owner for all loss, cost and expense attributable to any
acts of commission or omission by Subcontractor, its employees, lower tier
subcontractors, suppliers and agents resulting from the failure to comply with
Laws, including, but not limited to, any fines, penalties or corrective
measures.


 


5

















 


*3.27  Royalties,
Patents and Copyrights


 


Subcontractor shall pay
all royalties and license fees which may be due on the inclusion of any patented
or copyrighted materials, methods or systems selected by Subcontractor and
incorporated in Subcontractor’s Work. 
Subcontractor shall defend, indemnify and hold CH2M HILL and Owner
harmless from all suits or claims for infringement of any patent rights or
copyrights arising out of such selection. 
CH2M HILL agrees to defend, indemnify and hold Subcontractor
harmless from any suits or claims of infringement of any patent rights or
copyrights arising out of any patented or copyrighted materials, methods or
systems specified by CH2M HILL or Owner.


 


*3.28  Labor
Relations


 


Conditions, obligations
or requirements relative to labor relations and their effect on the project if
any, are set forth in Exhibit F, Other Provisions.


 


*3.29      Record
Keeping/Audit


 


Subcontractor
shall make available at its office at all reasonable times the records and
other information and data required in support of the Subcontractor’s Work for
examination, audit or reproduction until three (3) years after final
payment for this Subcontract or such longer period as required by law or the
provisions of Exhibit F, Other Provisions.


 


3.30    As-Built
Documents


 


Subcontractor
shall maintain in a safe place at the Project site one (1) record copy of
all as-built documentation.  Upon
completion of Subcontractor’s Work, these as-built documents shall be delivered
to CH2M HILL’s Technical Representative.


 


*3.31  Reuse of
Documents


 


Subcontractor
shall not have any title or rights in any of the Drawings, Specifications or
other documents (or any copies, including electronic copies thereof) prepared
by or bearing the seal of CH2M HILL or any of its consultants and shall
not reuse any of such documents on any other project without the written
consent of CH2M HILL.  This
paragraph shall survive any termination of this Subcontract.


 


ARTICLE
4           CH2M HILL’s RESPONSIBILITIES


 


4.1      CH2M HILL’s
Representatives


 


CH2M HILL’s
Technical and Contracts Representatives, designated in the Subcontract, shall
be the only persons Subcontractor shall look to for instructions, orders and/or
directions, except in an emergency.


 


4.2      Storage
Areas


 


CH2M HILL shall
allocate adequate storage areas, if available, for Subcontractor’s materials
and equipment during the course of Subcontractor’s Work.  Subcontractor shall have sole responsibility
for the allocated storage and for anything stored there.


 


4.3      Timely
Communications


 


CH2M HILL shall
transmit to Subcontractor, with reasonable promptness, all submittals,
transmittals, and written approvals relative to Subcontractor’s Work.


 


6

















 


ARTICLE
5           SCHEDULE OF SUBCONTRACTOR’S WORK


 


5.1      Time of
Performance


 


Time of performance is of
great importance to both parties, and they mutually agree to see to the
performance of their respective work and the work of their subcontractors so
that the entire Project may be completed in accordance with the Contract
Documents and the Schedule of Subcontractor’s Work as set forth in Exhibit B.


 


5.2      Schedule
Obligations


 


Both
CH2M HILL and Subcontractor shall be bound by the Schedule of
Subcontractor’s Work.  Subcontractor
shall provide CH2M HILL with any requested scheduling information for
Subcontractor’s Work.  Subcontractor
recognizes that changes will be made in the Schedule of Subcontractor’s Work
and agrees to comply with such changes. 
The Schedule of Subcontractor’s Work and all subsequent changes shall be
submitted to Subcontractor in advance of the required performance.


 


5.3      Priority of
the Work


 


CH2M HILL shall have
the right to decide the time, order and priority in which the various portions
of the Work shall be performed and all other matters relative to the timely and
orderly conduct of Subcontractor’s Work. 
Subcontractor shall commence work on the date designated in Exhibit B,
Schedule of Subcontractor’s Work, and if interrupted for any reason,
Subcontractor shall resume work within two (2) working days from
CH2M HILL’s notice to do so.


 


5.4      Delay


 


If the progress of
Subcontractor’s Work is substantially delayed without the fault or
responsibility of Subcontractor, then the time for Subcontractor’s Work shall
be extended by Subcontract Change Order to the extent obtained by
CH2M HILL under the Contract Documents, and the Schedule of Work shall be
revised accordingly.  It shall be a
condition precedent to any right of Subcontractor to recover any damages for
delay that CH2M HILL first recover such damages from Owner, or other
person or entity liable for the delay. 
The amount that Subcontractor may recover from CH2M HILL shall be
limited to the amount actually recovered by CH2M HILL on behalf of
Subcontractor.


 


ARTICLE
6           SUBCONTRACT PRICE


 


6.1      Subcontract
Price


 


CH2M HILL agrees to
pay to Subcontractor for the satisfactory performance of Subcontractor’s Work
the amount specified in Exhibit C, Subcontract Price Schedule, subject to
additions or deductions as provided in Article 7.  Any applicable alternates and unit prices are
set forth in Exhibit C.


 


6.2      Variation in
Estimated Quantities


 


CH2M HILL or
Subcontractor may make a claim for an adjustment in the Subcontract Price
pursuant to Article 7 if an item of Subcontractor’s Work differs from the
estimated quantity of such item indicated in CH2M HILL’s Request for
Proposal or similar documentation by more than the percentage indicated in the Prime Contract.  The extent of the adjustment shall not, in
any case, exceed that which is granted to CH2M HILL by Owner.


 


ARTICLE
7           CHANGES IN SUBCONTRACTOR’S WORK


 


7.1      Subcontract
Change Orders


 


When CH2M HILL
orders in writing, Subcontractor, without nullifying this Subcontract, shall
make any and all changes in Subcontractor’s Work which are within the general
scope of this Subcontract.  Any
adjustment in the Subcontract Price or Schedule of Subcontractor’s Work shall
be set forth in a Subcontract Change Order. 
No adjustments shall be made for any changes performed by Subcontractor
that have not been ordered by CH2M HILL. 
A Subcontract Change Order is a written instrument prepared by
CH2M HILL and signed by Subcontractor stating their agreement upon the
change in Subcontractor’s Work.


 


7

















 


7.2      Unknown
Conditions


 


If in the performance of Subcontractor’s Work,
Subcontractor finds latent, concealed or subsurface physical conditions which
differ from the conditions Subcontractor reasonably anticipated, or if physical
conditions are materially different from those normally encountered and
generally recognized as inherent in the kind of work provided for in this
Subcontract, then the Subcontract Price and/or the Schedule of Subcontractor’s
Work shall be equitably adjusted by a Subcontract Change Order within a
reasonable time after the conditions are first observed.  The adjustment which Subcontractor may
receive shall be limited to the adjustment that CH2M HILL receives from Owner
on behalf of Subcontractor.


 


7.3      Claims
Relating to Owner


 


Subcontractor agrees to
make all claims for which Owner is or may be liable in the manner and within
the time limits provided in the Contract Documents for like claims by
CH2M HILL upon Owner and, in any event, in sufficient time for
CH2M HILL to make such claims against Owner in accordance with the
Contract Documents Such claims are subject to the requirements and limitations
of Paragraph 11.9 of this Subcontract (“Paragraph 11.3 Claims”).  If no time limit is provided elsewhere in the
Contract Documents, Subcontractor shall notify CH2M HILL of its claim for
adjustment within five (5) days.


 


7.4      Claims
Relating to CH2M HILL


 


Subcontractor shall give
CH2M HILL written notice of all claims not included in Paragraph 7.3
within five (5) days of the occurrence of the event for which claim is
made; otherwise, such claims shall be deemed waived.  All unresolved claims, disputes and other
matters in question between CH2M HILL and Subcontractor not relating to
claims included in Paragraph 7.3 shall be resolved in the manner provided in Article 11.


 


7.5      Adjustments
in Subcontract Price


 


If a Subcontract Change
Order requires an adjustment in the Subcontract Price, the adjustment shall be
established by one of the following methods:


 


1.     mutual
agreement on a lump sum with sufficient information to substantiate the amount;


 


2.     unit
prices already established in the Contract Documents or, if not established by
the Contract Documents, then established by mutual agreement for this
adjustment; or


 


3.     a
mutually determined cost plus a jointly acceptable allowance for overhead and
profit.


 


7.6      Substantiation
of Adjustment


 


1.     If Subcontractor does not
respond promptly or disputes the method of adjustment, the method and the
adjustment shall be determined by CH2M HILL on the basis of reasonable
expenditures and savings of those performing the Subcontractor’s Work
attributable to the change, including an allowance for overhead and profit as
permitted by the Prime Contract. 
Subcontractor shall maintain for CH2M HILL’s review and approval an
appropriately itemized and substantiated accounting of the following items
attributable to the Subcontract Change Order: labor costs, including Social
Security, health, welfare, retirement and other fringe benefits as normally
required, and state workers’ compensation insurance;


 


2.     costs
of materials, supplies and equipment, whether incorporated in Subcontractor’s
Work  or consumed, including transportation
costs;


 


3.     costs of renting machinery
and equipment other than hand tools;


 


4.     costs of bond and insurance
premiums, permit fees and taxes attributable to the change; and


 


5.     costs of additional
supervision and field office personnel services necessitated by the change.


 


8
















 


7.7      Obligation
To Perform


 


Subcontractor shall not
perform changes in Subcontractor’s Work until a Subcontract Change Order has
been executed unless directed in writing by CH2M HILL to perform.


 


7.8      Emergencies


 


In an emergency affecting
the safety of persons and/or property, Subcontractor shall act, at its
discretion, to prevent threatened damage, injury or loss.  Any change in the Subcontract Price and/or
the Schedule of Work on account of emergency work shall be determined as
provided in this Article 7.


 


ARTICLE
8           PAYMENT


 


8.1      Schedule of
Values


 


As a condition to
payment, Subcontractor shall, upon request of CH2M HILL, provide a
schedule of values satisfactory to CH2M HILL no more than fifteen (15)
days from the date of execution of this Subcontract.


 


8.2      Progress
Payments Application


 


8.2.1       Application


 


Subcontractor’s
application for payment in a form acceptable to CH2M HILL shall be
itemized and supported by substantiating data as required by CH2M HILL and
Owner. Subcontractor’s progress payment application for Subcontractor’s Work
performed in the preceding payment period shall be submitted for approval of
CH2M HILL in accordance with the schedule of values if required and
Subparagraphs 8.2.2, 8.2.3, and 8.2.4. 
CH2M HILL shall forward to Owner without delay the approved
application for payment.


 


8.2.2       Retainage


 


No retainage.


 


8.2.3       Time of
Application


 


CH2M HILL shall
designate the dates of each payment period. 
Subcontractor shall submit progress payment applications to
CH2M HILL no later than the tenth day of each payment period for
Subcontractor’s Work performed up to and including the last day of the
preceding payment period indicating work completed and, to the extent allowed
under Subparagraph 8.2.4, materials suitably stored during the preceding
payment period.


 


8.2.4       Stored
Materials


 


Unless otherwise provided
in the Contract Documents, and if approved in advance by Owner, applications
for payment may include materials and equipment not incorporated in
Subcontractor’s Work but delivered to and suitably stored at the Project site
or at some other location agreed upon in writing.  Approval of payment applications for such
stored items on or off the site shall be conditioned upon submission by
Subcontractor of bills of sale and applicable insurance or such other
procedures satisfactory to Owner and CH2M HILL to establish Owner’s title
to such materials and equipment, or otherwise to protect Owner’s and
CH2M HILL’s interest including transportation to the Project site.


 


8.2.5       Time of
Payment


 


Progress payments to
Subcontractor for satisfactory performance of Subcontractor’s Work shall be
made no later than 15 days after receipt by CH2M HILL of payment from
Owner for Subcontractor’s Work.


 


8.2.6       Payment
Delay


 


If for any reason not the
fault of Subcontractor, Subcontractor does not receive a progress payment from
CH2M HILL within 15 days after the date such payment is due, as defined in
Subparagraph 8.2.5, then Subcontractor, upon giving an additional 15 days’
written notice to CH2M HILL, and without prejudice 


 


9

















 


to and in addition to any
other legal remedies, may stop Subcontractor’s Work until payment of the full
amount owing to Subcontractor has been received.  To the extent obtained from Owner by CH2M HILL
on Subcontractor’s behalf, the Subcontract Price shall be increased by the
amount of Subcontractor’s reasonable cost of shutdown, delay, and start-up,
which shall be effected by an appropriate Subcontractor Change Order.  If Subcontractor’s Work has been stopped for
thirty (30) days because Subcontractor has not received progress payments
Subcontractor may terminate this Subcontract upon giving CH2M HILL an
additional 15 days’ written notice.


 


8.2.7       Payments
Withheld


 


Should Subcontractor, its
lower tier subcontractors or agents cause damage to the Project or fail to
perform or otherwise be in default under the terms of this Subcontract,
CH2M HILL shall have the right to withhold from any payment, or otherwise
be reimbursed for, an amount sufficient to protect Owner or CH2M HILL from
any loss that may result.  When the
grounds for withholding payment have been removed, payment shall be made for
amounts withheld because of them.


 


8.3      Final
Payment Application


 


Upon acceptance of
Subcontractor’s Work by Owner and CH2M HILL and receipt from Subcontractor
of evidence of fulfillment of Subcontractor’s obligations in accordance with
the Contract Documents and Subparagraph 8.3.2, CH2M HILL shall forward
Subcontractor’s application for final payment without delay.  All estimated quantities for which partial
payments have been made are subject to review and correction on the final
application.


 


8.3.1    Requirements


 


Before CH2M HILL
shall be required to forward Subcontractor’s application for final payment to
Owner, Subcontractor shall submit to CH2M HILL:


 


1.     an affidavit that all
payrolls, bills for materials and equipment, and other indebtedness connected
with Subcontractor’s Work for which Owner or its property or CH2M HILL or
CH2M HILL’s surety might in any way be liable, have been paid or otherwise
satisfied and, to the extent they have not been earlier submitted, lien waivers
(or conditional waivers, as appropriate) executed by Subcontractor and by all
lower tier subcontractors and suppliers who have supplied labor, equipment or
major materials for the completed Subcontractor’s Work;


 


2.     consent of surety to final
payment, if required;


 


3.     satisfaction of required
close-out procedures;


 


4.     certification that insurance
required by the Contract Documents to remain in effect beyond final payment
pursuant to Subparagraph 9.2.1 is in effect and will not be canceled or allowed
to expire without at least thirty (30) days’ written notice to CH2M HILL
unless a longer period is stipulated in this Subcontract;


 


5.     other data, if required by
CH2M HILL or Owner, such as receipts, releases, and waivers of liens to
the extent and in such form as may be designated by CH2M HILL or Owner;


 


6.     written warranties and
equipment manuals; and


 


7.     as-built drawings


 


8.3.2    Time of Payment


 


Final payment of the
balance due of the Subcontract Price shall be made to Subcontractor:


 


1.     upon receipt of Owner’s
waiver of all claims related to Subcontractor’s Work except for unsettled
liens, unknown defective work, and non-compliance with the Contact Documents or
warranties; and


 


10

















 


2.     within 15 days after receipt
by CH2M HILL of final payment from Owner for such Subcontractor’s Work.


 


8.3.3    Final
Payment Delay


 


If  Owner
or its designated agent does not issue a certificate for final payment or
CH2M HILL does not receive such payment for any cause that is not the
fault of Subcontractor, CH2M HILL shall promptly inform Subcontractor in
writing.  CH2M HILL shall also
diligently pursue, with the assistance of Subcontractor, the prompt release by
Owner of the final payment due for Subcontractor’s Work.  At Subcontractor’s request and expense, to
the extent agreed upon in writing, CH2M HILL shall institute reasonable
legal remedies to mitigate the damages and pursue payment of Subcontractor’s
final payment including interest.


 


8.3.4    Waiver of
Claims


 


Final payment shall
constitute a waiver of all claims by Subcontractor relating to Subcontractor’s
Work, but shall in no way relieve Subcontractor of liability for the
obligations assumed under Paragraph 3.16, or for faulty or defective work
discovered after final payment.


 


8.4      Cash
Discounts


 


Discounts for early payment of
Subcontractor’s invoice, if provided for in 8.2.5 above, will apply from the
date a correct, properly supported payment application is received by CH2M
HILL.


 


8.5      Continuing
Obligations


 


Provided CH2M HILL
is making payments on or has made payments to Subcontractor in accordance with
the terms of this Subcontract, Subcontractor shall reimburse CH2M HILL for
any costs and expenses for any claim, obligation or lien asserted before or
after final payment is made that arises from the performance of Subcontractor’s
Work.  Subcontractor shall reimburse
CH2M HILL for costs and expenses including attorney’s fees and costs and
expenses incurred by CH2M HILL in satisfying, discharging or defending
against any such claims, obligation or lien including any action brought or
judgment recovered.


 


8.6      Payment Use
Restriction


 


Payment received by
Subcontractor shall be used to satisfy the indebtedness owed by Subcontractor
to any person furnishing labor or materials for use in performing Subcontractor’s
Work before it is used in any other manner.


 


*8.7    Payment Use
Verification


 


CH2M HILL shall have
the right at all times to contact Subcontractor’s lower tier subcontractors and
suppliers to ensure that they are being paid promptly by Subcontractor for
labor or materials furnished for use in performing Subcontractor’s Work.


 


*8.8    Partial Lien
Waivers and Affidavits


 


As a prerequisite for
release of retainage and, as CH2M HILL may at any time and from time to
time require, for progress payments, Subcontractor shall provide, in a form
satisfactory to Owner and CH2M HILL, partial lien or claim waivers and affidavits
from Subcontractor and its lower tier subcontractors and suppliers for the
completed Subcontractor’s Work.


 


8.9      Subcontractor
Payment Failure


 


Upon payment by
CH2M HILL, Subcontractor shall promptly pay its lower tier subcontractors
and suppliers the amounts to which they are entitled.  In the event CH2M HILL has reason to
believe that labor, material or other obligations incurred in the performance
of Subcontractor’s Work are not being paid, CH2M HILL may give written
notice of a potential claim or lien to Subcontractor and may take any steps
deemed necessary to assure that progress payments are utilized to pay such
obligations, including but not limited to the issuance of joint checks.  If upon receipt of notice, Subcontractor does
not (a) supply evidence to the satisfaction of CH2M HILL that the
moneys owing have been paid; or (b) post a bond indemnifying Owner,
CH2M HILL, CH2M HILL’s 


 


11

















 


surety, if any, and the
premises from a claim or lien, then CH2M HILL shall have the right to
withhold from any payments due or to become due to Subcontractor a reasonable
amount to protect CH2M HILL from any and all loss, damage or expense
including attorney’s fees that may arise out of or relate to any such claim or
lien.


 


8.10    Subcontractor
Assignment of Payments


 


Subcontractor
shall not assign any moneys due or to become due under this Subcontract,
without the written consent of CH2M HILL, unless the assignment is
intended to create a new security interest within the scope of Article 9
of the Uniform Commercial Code.  Should
Subcontractor assign all or any part of any moneys due or to become due under
this Subcontract to create a new security interest or for any other purpose,
the instrument of assignment shall contain a clause to the effect that the
assignee’s right in and to any money due or to become due to Subcontractor
shall be subject to the claims of all persons, firms and corporations for
services rendered or materials supplied for the performance of Subcontractor’s
Work.


 


8.11    Payment Not
Acceptance


 


Payment
to Subcontractor does not constitute or imply acceptance of any portion of
Subcontractor’s Work.


 


8.12    Payment in
U.S. Dollars


 


All
payment to Subcontractor shall be made in United States Dollars unless otherwise
indicated within this Subcontract.


 


ARTICLE
9           INDEMNITY AND INSURANCE


 


9.1      Indemnity


 


9.1.1       Subcontractor’s
Performance


 


CH2M HILL,
Owner, and CH2M HILL Joint Venture (if established and party to this
agreement), and the individual parties of such a Joint
Venture are herein identified
as “the Indemnified Parties.”


 


To the fullest extent
permitted by law, Subcontractor shall defend, indemnify and hold harmless the
Indemnified Parties and their officers, directors,  subsidiaries, affiliates, agents, employees
and other subcontractors,  from and
against all claims, damages, loss and expenses, including but not limited to
attorneys’ fees, costs and expenses arising out of or resulting from the
performance of Subcontractor’s Work, provided that any such claim, damage,
loss, or expense is attributable to bodily injury, sickness, disease, or death,
or to injury to or destruction of tangible property (other than the Work
itself) including resulting loss of use), caused in whole or in part by any act
or omission of Subcontractor or anyone directly or indirectly employed by
Subcontractor or for anyone for whose acts Subcontractor may be liable,
regardless of whether it is caused in part by an indemnified party.  Such obligation shall not be construed to
negate, abridge or otherwise reduce any other right or obligation of indemnity
which would otherwise exist as  to any party
or person described in this Article 9.1.1.


 


9.1.2       No
Limitation on Liability


 


In any and all claims
against any of the Indemnified Parties by any employee of Subcontractor, anyone
directly or indirectly employed by Subcontractor or anyone for whose acts
Subcontractor may be liable, the indemnification obligation shall not be
limited in any way by any limitation on the amount or type of damages, compensation
or benefits payable by or for Subcontractor under workers’ compensation acts,
disability benefit acts or other employee benefit acts.


 


9.2      Insurance


 


*9.2.1     Subcontractor’s
Insurance


 


Before commencing
Subcontractor’s Work, and as a condition of payment, Subcontractor shall
purchase and maintain insurance in accordance with Exhibit E that will
protect it from the claims arising out of its operations under this
Subcontract, whether the operations are by Subcontractor, or any of its lower
tier 


 


12

















 


consultants or
subcontractors or anyone directly or indirectly employed by any of them, or by
anyone for whose acts any of them may be liable.  The Indemnified Parties shall be named as
additionally insured.


 


	
  ARTICLE
  10

  	
  CH2M HILL’S
  RIGHT TO PERFORM SUBCONTRACTOR’S RESPONSIBILITIES AND TERMINATION OF
  SUBCONTRACT

  



 


 


10.1    Failure of
Performance


 


10.1.1     Notice to
Cure


 


If Subcontractor refuses
or fails to supply enough properly skilled workers, proper materials, or
maintain the Schedule of Subcontractor’s Work, or fails to make prompt payment
to its workers, lower tier subcontractors or suppliers, or disregards Laws,
ordinances, rules, regulations or orders of any public authority having
jurisdiction, or otherwise is guilty of a material breach of a provision of
this Subcontract, Subcontractor shall be deemed in default of this
Subcontract.  If Subcontractor fails
within three (3) working days after written notification to commence and
continue satisfactory correction of the default with diligence and promptness,
then CH2M HILL, without prejudice to any other rights or remedies, shall
have the right to any or all of the following remedies:


 


1.     supply workers, materials,
equipment and facilities as CH2M HILL deems necessary for the completion
of Subcontractor’s Work or any part which Subcontractor has failed to complete
or perform after written notification, and charge the cost, including
reasonable overhead, profit, attorneys’ fees, costs and expenses to
Subcontractor;


 


2.     contract with one or more
additional contractors to perform such part of Subcontractor’s Work as
CH2M HILL determines will provide the most expeditious completion of
Subcontractor’s Work, and charge the cost to Subcontractor as provided under
Clause 10.1.1.1; and/or


 


3.     withhold any payments due
Subcontractor pending corrective action in amounts sufficient to cover losses
and compel performance to the extent required by and to the satisfaction of
CH2M HILL.


 


In the event of an
emergency affecting the safety of persons or property, CH2M HILL may
proceed as above without notice.


 


10.1.2     Termination
by CH2M HILL


 


If Subcontractor fails to
commence and satisfactorily continue correction of a default within three (3) working
days after written notification issued under Subparagraph 10.1.1, then
CH2M HILL may, in lieu of or in addition to Subparagraph 10.1.1, issue a
second written notification, to Subcontractor and its surety, if any.  Such notice shall state that if Subcontractor
fails to commence and continue correction of a default within seven (7) working
days of the written notification, this Subcontract will be deemed terminated.
CH2M HILL also may furnish those materials, equipment and/or employ such
workers or lower tier subcontractors as CH2M HILL deems necessary to
maintain the orderly progress of the Work. 
All costs incurred by CH2M HILL in performing Subcontractor’s Work,
including reasonable overhead, profit and attorney’s fees, costs and expenses,
shall be deducted from any moneys due or to become due Subcontractor.  Subcontractor shall be liable for the payment
of any amount by which such expense may exceed the unpaid balance of the
Subcontract Price.


 


10.1.3     Use of
Subcontractor’s Equipment


 


If CH2M HILL
performs Subcontractor’s Work under this Article, either directly or through
other subcontractors, CH2M HILL or other subcontractors shall have the
right to take and use any materials, implements, equipment, appliances or tools
furnished by, or belonging to Subcontractor and located at the Project site.


 


13

















 


10.2    Bankruptcy


 


10.2.1     Termination
Absent Cure


 


If Subcontractor files a
petition under the Bankruptcy Code, this Subcontract shall terminate if
Subcontractor or Subcontractor’s trustee rejects the Subcontract or, if there
has been a default, Subcontractor is unable to give adequate assurance that
Subcontractor will perform as required by this Subcontract or otherwise is
unable to comply with the requirements for assuming this Subcontract under the
applicable provisions of the Bankruptcy Code.


 


10.2.2     Interim
Remedies


 


If Subcontractor is not
performing in accordance with the Schedule of Subcontractor’s Work at the time
a petition in bankruptcy is filed, or at any subsequent time, CH2M HILL,
while awaiting the decision of Subcontractor or its trustee to reject or to
assume this Subcontract and provide adequate assurance of its ability to
perform, may avail itself of such remedies under this Article as are
reasonably necessary to maintain the Schedule of Subcontractor’s Work.  CH2M HILL may offset against any sums
due or to become due Subcontractor all costs incurred in pursuing any of the
remedies provided including, but not limited to, reasonable overhead, profit
and attorney’s fees.  Subcontractor shall
be liable for the payment of any amount by which costs incurred may exceed the
unpaid balance of the Subcontract Price.


 


10.3    Suspension
by Owner


 


Should Owner suspend its
Prime Contract with CH2M HILL or any part which includes Subcontractor’s
Work, CH2M HILL shall notify Subcontractor in writing and upon receiving
notification Subcontractor shall immediately suspend Subcontractor’s Work.  In the event of Owner suspension,
CH2M HILL’s liability to Subcontractor shall be limited to the extent of
CH2M HILL’s recovery on Subcontractor’s behalf under the Contract
Documents.


 


10.4    Termination
by Owner


 


Should Owner terminate
its Prime Contract with CH2M HILL or any part which includes Subcontractor’s
Work, CH2M HILL shall notify Subcontractor in writing and upon written
notification, this Subcontract shall be terminated and Subcontractor shall
immediately stop Subcontractor’s Work, follow all of CH2M HILL’s
instructions, and mitigate all costs.  In
the event of Owner termination, CH2M HILL’s liability to Subcontractor
shall be limited to the extent of CH2M HILL’s recovery on Subcontractor’s
behalf under the Contract Documents.


 


10.5    Contingent
Assignment of Subcontract


 


CH2M HILL’s
contingent assignment of this Subcontract to Owner, if provided in the Prime
Contract, is effective when Owner has terminated the Prime Contract for cause
and has accepted the assignment by notifying Subcontractor in writing.  This contingent assignment is subject to the
prior rights of a surety that may be obligated under CH2M HILL’s bond, if
any.  Subcontractor consents to such
assignment and agrees to be bound to the assignee by the terms of this
Subcontract.


 


10.6    Suspension
by CH2M HILL


 


CH2M HILL
may order Subcontractor in writing to suspend all or any part of Subcontractor’s
Work for such period of time as may be determined to be appropriate for the
convenience of CH2M HILL.  Phased
Subcontractor’s Work or interruptions of Subcontractor’s Work for short periods
of time shall not be considered a suspension. 
Subcontractor shall notify CH2M HILL in writing within ten (10) working
days after receipt of CH2M HILL’s order of the effect of such order upon
Subcontractor’s Work.  To the extent
allowed CH2M HILL under the Prime Contract, the Subcontract Price or
Schedule of Subcontractor’s Work shall be adjusted by Subcontract Change Order
for any increase in the time or cost of performance of this Subcontract caused
by such suspension.  No claim under this Article
shall be allowed for any costs incurred more than ten (10) working days
prior to Subcontractor’s notice to CH2M HILL.  Neither the Subcontract Price nor the
Schedule of Subcontractor’s Work shall be adjusted for any suspension, to the
extent that performance would have been suspended, due in whole or in part to
the fault or negligence of Subcontractor or by a cause for which Subcontractor
would have been responsible.  The
Subcontract Price shall not be adjusted for any suspension to 


 


14

















 


the
extent that performance would have been suspended by a cause for which
Subcontractor would have been entitled only to a time extension under this
Subcontract.


 


10.7    Termination
by CH2M HILL for Convenience


 


Upon written  notice to Subcontractor, CH2M HILL may, without cause
and without prejudice to any of its other rights or remedies, elect to
terminate the Subcontract.  Subcontractor
shall immediately discontinue Subcontractor’s Work.  Subcontractor shall be paid for:


 


1.     all amounts due and not
previously paid to Subcontractor for Subcontractor’s Work completed in
accordance with the Contractor Documents prior to such notice;


 


2.     expenses sustained prior
receipt of the notice or the effective date of termination, whichever is
later,  in performing services or
furnishing labor, materials or equipment in connection with uncompleted
Subcontractor’s Work, plus fair and reasonable sums for overhead and profit;
and


 


3.     reasonable costs incurred in
settling and paying claims arising out the termination of lower tier
subcontracts and purchase orders and in demobilization.


 


ARTICLE 11        DISPUTE RESOLUTION


 


11.1    Initial
Dispute Resolution


 


If a dispute arises out
of or relates to this Subcontract, or its breach, the parties shall endeavor to
settle the dispute first through direct discussions.  If the dispute cannot be settled through
direct discussions, the parties shall submit the dispute to mutually acceptable
mediator experienced in review of construction contracts before resorting to
arbitration.  Issues to be mediated are
subject to the exceptions in Paragraph 11.3 for arbitration.  The location of the mediation shall be the
location of the Project.  Once one party
files a request for mediation with the other party and with the mediator, the
parties agree to conclude such mediation within sixty (60) days of filing the
request.


 


11.2    Agreement to
Arbitrate


 


Any controversy or claim arising out of or relating to
this Subcontract or its breach not resolved by mediation, except for claims
which have been waived by the making or acceptance of final payment, and the
claims described in Paragraph 11.3, shall be decided by hearing before an
arbitrator acceptable to both parties. 
If the parties are unable to agree on a single arbitrator, each party
shall appoint one arbitrator, and the appointed arbitrators shall select a
third arbitrator who shall serve as chairperson of the arbitration panel.  Unless the parties mutually agree otherwise, rules comparable
to the Construction Industry Arbitration Rules of the American Arbitration
Association then in effect shall govern the proceedings, provided that failure
of the arbitrator(s) to comply with such rules shall not invalidate the
final decision by the arbitrator(s). 
Notwithstanding Paragraph 12.1 below, this agreement to arbitrate shall
be governed by the Federal Arbitration Act.


 


11.3    Exceptions


 


The agreement to mediate
and to arbitrate shall not apply to any claim:


 


1.     of contribution or indemnity
asserted by  one party to this Subcontract
against the other party and arising out of an action brought in a state or federal
court or in arbitration by a person who is under no obligation to arbitrate the
subject matter of such action with either of the parties hereto or does not
consent to arbitration; or


 


2.     relating to the Owner
described in Paragraph 7.3 of this Exhibit D, including defenses to claims
asserted by Owner against CH2M HILL which relate to Subcontractor’s
Work.  (“Paragraph 11.3 Claims”).


 


Any question as to
arbitrability shall be decided by the appropriate court and not by arbitration.


 


15

















 


11.4    Notice of
Demand


 


A written demand for
arbitration shall be filed with the other party to this Subcontract within a
reasonable time after the dispute or claim has arisen, but in no event after
the applicable statute of limitations for a legal or equitable proceeding would
have run.


 


11.5    Award


 


The arbitration award
shall be final.  Judgment upon the award
may be confirmed in any court having jurisdiction.


 


11.6    Work
Continuation and Payment


 


Unless otherwise agreed
in writing, Subcontractor shall continue Subcontractor’s Work and maintain the
Schedule of Work during any arbitration proceedings.  If Subcontractor continues to perform,
CH2M HILL shall continue to make payments in accordance with this
Subcontract.


 


11.7    No
limitation of Rights or Remedies


 


Nothing in this Article shall
limit any rights or remedies not expressly waived by Subcontractor which
Subcontractor may have under lien laws or payment bonds.


 


11.8    Multiparty
Proceeding


 


The parties agree that
all parties necessary to resolve a claim shall be parties to the same
arbitration proceeding.  Appropriate
provisions shall be included in all other contracts relating to the Project to
provide for the consolidation of arbitrations.


 


11.9    Paragraph
11.3 Claims


 


1.     CH2M HILL
shall fully cooperate with the Subcontractor and sponsor Paragraph 11.3 Claims
against Owner in its own name on behalf of Subcontractor through the dispute
resolution process in accordance with the terms of the Contract Documents,
including without limitation, venue and choice of law provisions.  Subcontractor’s recovery from Owner for such
claims shall be limited to such sums and time as may be determined due
exclusively through recourse to the dispute resolution provisions of the
Contract Documents.


 


2.     Subcontractor
shall:  (a) provide notice to
CH2M HILL as required by Paragraph 7.3 of this Exhibit D; (b) provide
supporting documentation, cost data and certifications reasonably required to
establish entitlement and to quantify any such claim at such times and in such
format as may be required by the Contract Documents; (c) timely provide
all information, pleadings, documents, access to witnesses, etc., necessary to
fulfill all terms of the dispute resolution provisions of the Contract
Documents (d) underwrite the costs, including attorney fees, associated
with the prosecution of such claims.


 


3.     CH2M HILL
shall present all timely-received Subcontractor notices of claim and supporting
documents to the Owner within the time frames required by the Contract
Documents.  CH2M HILL shall fully
sponsor such claims throughout the disputes process and shall take all steps
necessary to protect Subcontractor’s right to proceed through the claims
process.  PROVIDED
HOWEVER, CH2M HILL shall have no obligation to present to Owner
Subcontractor claims which CH2M HILL determines, in good faith, are false
or fraudulent.  CH2M HILL may, at
its exclusive option, assign its right to prosecute Subcontractor’s claim to
Subcontractor to the extent such assignment is permitted under the Prime
Contract.  Subcontractor agrees to be
bound by any settlements which CH2M HILL may make in good faith.


 


11.10  Cost of
Dispute Resolution


 


The prevailing party in any dispute arising out
of or relating to this Subcontract or its breach that is resolved by
arbitration or litigation shall be entitled to recover from the other party
reasonable attorney’s fees, costs and expenses incurred by the prevailing party
in connection with such arbitration or litigation.


 


16

















 


ARTICLE
12        MISCELLANEOUS PROVISIONS


 


12.1    Governing
Law


 


This Subcontract shall be
governed by the law of the jurisdiction governing the Prime Contract.


 


12.2    Severability


 


The partial or complete
invalidity of any one or more provisions of this Subcontract shall not affect
the validity or continuing force and effect of any other provision.


 


12.3    No Waiver of
Performance


 


The failure of either
party to insist, in any one or more instances, upon the performance of any of
the terms, covenants or conditions of this Subcontract, or to exercise any of
its rights, shall not be construed as a waiver or relinquishment of term,
covenant, condition or right with respect to further performance.


 


12.4    Titles


 


The
titles given to the Articles of this Subcontract are for ease of reference only
and shall not be relied upon or cited for any other purpose.


 


*12.5 
Environmental Responsibility


 


CH2M HILL promotes the Subcontractor’s
endorsement of, commitment to, and improvement toward, services, products,
processes, and business practices that are protective of the natural
environment.  Subcontractor shall provide
documentation of such if requested by CH2M HILL.


 


17
















 


EXHIBIT E


 


INSURANCE AND/OR BONDING
PROVISIONS


 


A.    Minimum Limits of Liability;
Primary Coverage


 


	
  *1.

  	
  Before commencing
  Subcontractor’s Work and as a condition of payment, Subcontractor shall
  purchase and maintain insurance that will protect it from the claims arising
  out of its operations under this subcontract, whether the Work or operations
  are by Subcontractor, or any of its consultants or subcontractors or anyone
  directly or indirectly employed by any of them, or by anyone for whose acts
  any of them may be liable. This insurance shall have at least the following
  minimum limits of liability and coverage in companies with an AM Best company
  rating of “A” or higher. All insurance shall be primary and non-contributory
  coverage to the Indemnified Parties as defined in Exhibit D,
  Article 9.1.1.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Workers’ Compensation

  	
   

  	
  Statutory

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.2

  	
   

  	
  Employer’s Liability

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  Bodily Injury by
  Accident

  	
   

  	
  $5,000,000 each
  accident

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  Bodily Injury by
  Disease

  	
   

  	
  $5,000,000
  policy limit

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  Bodily Injury by
  Disease

  	
   

  	
  $5,000,000 each
  employee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.3

  	
   

  	
  Commercial General
  Liability Insurance (including XC&U, Products/Completed Operations and
  Contractual Liability specifically insuring the indemnity provisions of this
  Subcontract)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  Each Occurrence Limit

  	
   

  	
  $

  	
  5,000,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  General Aggregate

  	
   

  	
  $

  	
  5,000,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  Products/Completed
  Operations Aggregate

  	
   

  	
  $

  	
  5,000,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  d.

  	
  Personal and
  Advertising Injury Limit

  	
   

  	
  $

  	
  5,000,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.4

  	
   

  	
  Commercial Automobile
  Liability Insurance

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  Combined Single Limit Bodily Injury and Property
  Damage 

  Each Occurrence

  	
   

  	
  $

  	
  1,000,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  or

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  Bodily
  Injury

  Each Person and

  	
   

  	
  $

  	
  1,000,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  Property
  Damage

  Each Occurrence

  	
   

  	
  $

  	
  1,000,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.5

  	
   

  	
  Contractor’s Pollution
  Liability

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  Each Claim

  	
   

  	
  $

  	
  1,000,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  Aggregate

  	
   

  	
  $

  	
  1,000,000

  
								



 


1

















 


*2.  Additional
Insureds and Certificates of Insurance


 


Policies under Paragraphs
1.3, 1.4 and 1.5 shall list the Indemnified Parties as defined in Exhibit D,
Article 9.1.1as additional insureds. Before commencement of the Work,
Subcontractor shall provide Certificates of Insurance evidencing such insurance
and limits. The Certificates of Insurance shall contain the following
statement: “As evidence of insurance for Subcontract Number           ,
the Indemnified Parties as defined in Exhibit D,
Article 9.1.1are named as an additional insured as their interest may appear
to the automobile, commercial general, and contractor’s pollution liability
insurance policies.  The policies shall
be primary and non-contributory and include waivers of subrogation by
endorsement on all policies.”


 


2.1   Subcontractor
shall require the same insurance coverage and certificates including Additional
Insured, Waivers of Subrogation and Primary and Non-Contributory wording from
its lower tier subcontractors. And, if requested by CH2M HILL, will
provide evidence of Certificates for each lower-tier subcontractor.  In the event Subcontractor fails to obtain or
maintain any insurance coverage required under this Subcontract, CH2M HILL
may purchase such coverage and charge the expense to Subcontractor, or
terminate this Subcontract.


 


*3.  Waiver
of Subrogation


 


3.1   Subcontractor waives all rights
against the Indemnified Parties as defined in Exhibit D, Article 9.1.1and
any of their respective consultants, subcontractors, and agents and employees,
for injury, death, or damages caused by risks covered by insurance provided in
Paragraph 1, except such rights as it may have to the insurance proceeds.


 


3.2   If
the policies of insurance referred to in this Article require an
endorsement to provide for continued coverage where there is a waiver of
subrogation, the owners of such policies will cause them to be so endorsed.


 


4.     Number
of Policies


 


Commercial General Liability Insurance and other
insurance may be arranged under a single policy for the full limits required or
by a combination of underlying policies and by a Following Form Excess or
Umbrella Liability Policy.


 


*5.  Cancellation,
Renewal and Modification


 


Subcontractor shall
maintain in effect all insurance coverage required under this Subcontract at
Subcontractor’s sole expense and with insurance companies acceptable to
CH2M HILL.  The policies shall
contain a provision that coverage will not be canceled or non-renewed reduced
in limits or coverage until at least thirty (30) days’ prior written
notice has been given to CH2M HILL.


 


*6.  Continuation
of Coverage


 


Subcontractor shall
continue to carry Completed Operations liability insurance for at least
two (2) years after Substantial Completion of the Work.  Subcontractor shall furnish CH2M HILL
evidence of such insurance at final payment and one (1) year thereafter.


 


*7.  Subcontractor’s
Equipment or Tools Property Insurance


 


Subcontractor will obtain
and maintain all risk property insurance in the form of a Contractor’s
Equipment or Tool Floater for the full costs of replacement at the time of any
loss upon their own equipment and tools. 
Subcontractor shall be responsible for all deductibles and co-insurance
penalties, if any.


 


*8.  Builder’s Risk Property
Insurance Required for the Project: 
Yes o  No o


 


8.1           If required for the
Project, Owner or CH2M HILL will obtain and maintain Builder’s Risk
Property Insurance including work and materials, upon the entire project for
the full replacement cost at the time of loss. 
This insurance shall include as named insureds: Owner and
CH2M HILL,  and as additional
insureds Engineer, and subcontractors and suppliers of any tier.  The policy shall insure against direct risk
of physical loss or damage including terrorism, flood or other water damage,
earthquake or other earth movement, transit, off 


 


2

















 


premises storage and
damage resulting from defective design, faulty workmanship or materials. In
addition business interruption, boiler & machinery, delay in opening,
and testing (both hot & cold) shall be included if required by the
prime contract.


 


8.2           Deductible for all risk
perils shall not exceed $50,000 including windstorm except in coastal or
restricted areas; maximum deductible for windstorm in restricted areas shall
not exceed $100,000. Deductibles for flood and earthquake shall not exceed
$250,000. Subcontractors and lower tier subcontractors shall be responsible for
the “all risk” deductible up to $50,000 for each occurrence.


 


8.3           The Builder’s
Risk Property Insurance shall contain provisions to the effect that in the
event of payment of any loss or damage, the insurers will have no rights of
recovery against any of the insureds or additional insureds. Owner and
CH2M HILL, engineer, and subcontractors and suppliers of any tier waive
all rights against each other and their respective officers, directors,
employees and agents for all loss or damages including loss due to business
interruption, loss of use or other consequential damage extending beyond direct
physical loss or damage to Owner’s property or the work whether or not insured
by Owner, caused by, arising out of or resulting from any of the perils covered
by such insurance and any other property insurance applicable to the work
during construction and after.  None of
the waivers will extend to the rights of any party making such waiver may have
to the proceeds of insurance held by Owner as trustee or otherwise payable
under any policy issued.


 


8.4           Upon
Subcontractor’s request, CH2M HILL shall make policies available to
Subcontractor or request copies of policies from Owner before an exposure to
loss may occur. Copies of any subsequent endorsements shall also be made
available. CH2M HILL waives subrogation against the Subcontractor and any
of its employees, agents, consultants and lower tier subcontractors for damages
caused by risks covered by insurance provided in Paragraph 8


 


*9.          Property Insurance Loss Adjustment


 


9.1   Any
insured loss shall be adjusted with the appropriate Indemnified Party as
defined in Exhibit D, Article 9.1.1 s and made payable to the
appropriate Indemnified Party as trustee for the insureds, as their interests
may appear, subject to any applicable mortgagee clause.


 


9.2   Upon
the occurrence of an insured loss, monies received by CH2M HILL shall be
distributed to subcontractors in accordance with the agreement of the parties
or, in the absence of such agreement, in accordance with an arbitration award
pursuant to Article 11 of Exhibit D.


 


10.  Environmental Remediation Supplement Insurance


 


 


If EXHIBIT H –
ENVIRONMENTAL REMEDIATION SUPPLEMENT is attached the following Insurance supplements
the above coverages:


 


10.1         Transporters—Subcontractor
and all lower tier subcontractors engaged in any way in handling, generating,
treating, storing, transporting, hauling, disposing of Hazardous Waste or
Materials, shall require by contract, that all Transporters of Hazardous Waste
maintain the following insurance and limits:


 


(a)   Workers’
Compensation at the statutory rate;


 


(b)   Employers’
Liability insurance with a minimum limit of $5,000,000 each accident and in the
aggregate;


 


(c)   Commercial
General Liability insurance, including X, C & U, Products/Completed
Operations and Contractual liability insurance specifically insuring the
indemnity provisions of this Subcontract, with a minimum combined single limit
of $5,000,000 each occurrence and in the aggregate for bodily injury and
property damage; and


 


3

















 


(d)   Commercial
Automobile Liability insurance with a MCS-90 endorsement and a minimum combined
single limit of $5,000,000; and.


 


(e)   Contractor’s
Pollution Liability Insurance in an amount of not less than $5,000,000 per
claim and $5,000,0000 aggregate in lieu of the $1,000,000 limits required by
Paragraph 1.5 of Exhibit E.


 


(f)    Transporters
Auto Pollution & Remediation Legal Liability with minimum limits of
$5,000,000 per claim and $5,000,000 aggregate including coverage for loss,
damage and cleanup costs caused by pollution arising from cargo transported by
a covered automobile and arising out of the upset, overturn, collision, loading
and unloading of materials.


 


10.2         Additional
Insureds— the Indemnified Parties as defined in Exhibit D, Article 9.1.1shall
be named additional insureds on the coverage described above in Paragraphs 10.1
(c),(d), (e) and (f).  Subcontractor
shall furnish Certificates of Insurance for itself and lower tier
subcontractors, and Transporters, indicating the existence and extent of
coverage to the Indemnified Parties as defined in Exhibit D, Article 9.1.1prior
to handling, generating, treating, storing, transporting, hauling, disposing of
Hazardous Waste or Materials.


 


B.    BONDS


 


Payment and Performance Bonds Required:   Yes
x  No
o


 


Simultaneously with the execution of this
Subcontract, Subcontractor shall furnish performance and payment bonds in the
full amount of the Subcontract Price, in a form and by a surety satisfactory to
CH2M HILL.  Such bonds shall remain
in effect through the warranty period specified in Article 3.16 of Exhibit D
or such other period as may be specified in Exhibit F, Other Provisions.
Subcontractor shall be reimbursed without retainage for the cost of the bonds
simultaneously with the first progress payment. 
In the event Subcontractor fails to provide the bonds promptly,
CH2M HILL may terminate this Subcontract. 
If performance and payment bonds are not required of Subcontractor,
CH2M HILL reserves the right to require Subcontractor to provide bonds at
any time prior to commencement of Subcontractor’s Work.


 


C. 
INSURANCE SUPPLEMENT


 


A check mark next to the following insurance
coverage(s) indicates that the item(s) is incorporated into the
agreement.  The following insurance
coverages and requirements modify and are in addition to the insurance
provisions contained in the agreement which remain in full force and effect.  All required coverages shall be provided by
an underwriter with an AM Best company rating of “A” or higher.


 


	
  Aircraft Charter (Including Aerial Photography)

  
	
   

  
	
  o

  	
  Aviation
  Liability – coverage for owned and non-owned aircraft with limits of
  $3,000,000 per passenger/aggregate with the
  Indemnified Parties as defined in Exhibit D, Article 9.1.1 named as additional insureds.  A waiver of subrogation in favor of the
  Indemnified Parties shall be provided. 

  
	
   

  	
   

  
	
  o

  	
  Hull
  Damage (Aircraft) – physical damage coverage with limits to the value of the
  aircraft shall be provided with the
  Indemnified Parties as defined in Exhibit D, Article 9.1.1named as additional insureds.  A waiver of subrogation in favor of the
  Indemnified Parties shall be provided. 
  If the Subcontractor chooses not to provide hull damage insurance,
  Subcontractor shall provide the following hold harmless agreement
  indemnifying the Indemnified Parties for any and all claims or damages to the
  aircraft: “Aircraft owner waives any claim
  for property damage to the aircraft as against the
  Indemnified Parties as defined in Exhibit D, Article 9.1.1and their
  employees, even if caused by their negligence or breach of contract”.

  
	
   

  	
   

  
	
  Employer’s Liability and
  Personal Medical

  
	
   

  
	
  o

  	
  Defense
  Base Act – coverage for all employees engaged in performing work on a United
  States military base outside the United States, including its territories and
  possessions, shall be provided in the statutory amount. 

  



 


4

















 


	
  o

  	
  Jones
  Act – employer’s liability coverage for all employees engaged in performing
  work on a navigable waterway covered by the Act shall be provided in the
  statutory amount. A waiver of subrogation shall be provided in favor of the
  Indemnified Parties as defined in Exhibit D, Article 9.1.1

  
	
   

  	
   

  
	
  o

  	
  Longshoreman
  and Harbors Act – workers compensation coverage for all employees engaged in
  performing work on a navigable waterway covered by the Act shall be provided
  in the statutory amount. A waiver of subrogation shall be provided in favor
  of the Indemnified Parties as defined in Exhibit D,
  Article 9.1.1

  
	
   

  	
   

  
	
  o

  	
  Alternate
  Employer’s Endorsement – coverage endorsed to the Workers’ Compensation
  policy and is used to provide primary workers’ compensation coverage for any
  employees of the Indemnified
  Parties as defined in Exhibit D, Article 9.1.1 who are injured because they are lent,
  leased or secunded to the Subcontractor.

  
	
   

  	
   

  
	
  o

  	
  Personal
  Medical Policy – personal health insurance coverage evidenced shall not
  exclude work related injuries.

  
	
   

  	
   

  
	
  o

  	
  Stop
  Gap Coverage – employer’s liability coverage in the statutory amount for
  monopolistic states (ND, OH, WA, WV, WY) and Puerto Rico.  A waiver of subrogation in favor of the
  Indemnified Parties as defined in Exhibit D, Article 9.1.1 shall be provided.

  
	
   

  	
   

  
	
  Field Activities

  
	
   

  
	
  o

  	
  Commercial General Liability (CGL) with the
  endorsements checked below:

   

  
	
   

  	
   

  	
  CGL
  Endorsement: Lead and Asbestos Not Excluded – coverage for lead and asbestos
  exposure through remediation shall be provided by the Commercial General
  Liability Policy with minimum limits of $5,000,000 per occurrence and
  aggregate with the Indemnified
  Parties as defined in Exhibit D, Article 9.1.1named as additional insureds.  A waiver of subrogation in favor of the
  Indemnified Parties shall be provided. 

   

  
	
   

  	
  o

  	
  CGL
  Endorsement: Unexploded Ordnance (UXO) – coverage for bodily injury or
  damages caused by ordnance and explosives (O/E) work. This insurance shall
  not exclude chemical or biological O/E and shall be provided by the
  Commercial General Liability Policy with minimum limits of $5,000,000 per
  occurrence and aggregate the Indemnified
  Parties as defined in Exhibit D, Article 9.1.1 named as additional insureds.  A waiver of subrogation in favor of the
  Indemnified Parties shall be provided. This insurance shall be primary and
  non-contributory coverage as to the Indemnified Parties.

  
	
   

  	
   

  	
   

  
	
  o

  	
  Commercial
  Automobile Liability with MCS-90 Endorsement – coverage for hazardous waste
  contamination through the handling and/or transportation of hazardous waste
  shall be provided by the Commercial Automobile Liability Policy with minimum
  limits of $5,000,000 per accident with the
  Indemnified Parties as defined in Exhibit D, Article 9.1.1named as additional insureds.  A waiver of subrogation in favor of and the
  Indemnified Parties shall be provided. This insurance shall be primary and
  non-contributory coverage as to the Indemnified Parties. Refer to the TSPR
  supplement for all insurance required.

  
	
   

  	
   

  
	
  o

  	
  Contractor’s
  Pollution Liability (CPL) – coverage shall be provided with minimum limits of
  $5,000,000 per occurrence or claims made and aggregate with the
  Indemnified Parties as defined in Exhibit D, Article 9.1.1named as additional insureds.  A waiver of subrogation in favor of the
  Indemnified Parties shall be provided. This insurance shall be primary and
  non-contributory coverage as to the Indemnified Parties.

  
	
   

  	
   

  
	
   

  	
  o

  	
  CPL
  Endorsement: Unexploded Ordnance (UXO) – coverage for pollution caused by O/E
  work only if the exposure is present, shall be provided by the Contractor’s
  Pollution Liability Policy with minimum limits of $5,000,000 per occurrence
  or claims made and aggregate with the
  Indemnified Parties as defined in Exhibit D, Article 9.1.1 named as additional insureds.  A waiver of subrogation in favor of the
  Indemnified Parties shall be provided. This insurance shall be primary and
  non-contributory coverage as to the Indemnified Parties.

  



 


5

















 


	
   

  	
   

  	
  CPL
  Endorsement: Lead and Asbestos Not Excluded – coverage for lead and asbestos
  exposure through remediation shall be provided by the Contractor’s Pollution
  Liability Policy with minimum limits of $5,000,000 per occurrence or claims
  made and aggregate with the Indemnified
  Parties as defined in Exhibit D, Article 9.1.1 named as additional insureds.  A waiver of subrogation in favor of the
  Indemnified Parties shall be provided. This insurance may be provided through
  a specialty market called Abatement Insurance and include both the Commercial
  General Liability and Pollution Liability under a single policy.

  
	
   

  	
   

  	
   

  
	
  o

  	
  Railroad
  Protective Liability – coverage for work performed within 50 feet of railroad
  tracks or within railroad right of way with minimum limits of $2,000,000 per
  occurrence and $6,000,000 aggregate with the
  Indemnified Parties as defined in Exhibit D, Article 9.1.1 named as additional insureds. This
  coverage may be extended to cover all subcontractors participating in the
  project and may also be purchased directly from the Railroad company itself
  if available.

  
	
   

  	
   

  
	
  Software Development

  
	
   

  
	
  o

  	
  Electronic
  Data Processing Errors and Omissions Coverage – coverage shall be provided
  with minimum limits of $1,000,000 per claim and aggregate with the
  Indemnified Parties as defined in Exhibit D, Article 9.1.1named as additional insureds.  A waiver of subrogation in favor of the
  Indemnified Parties shall be provided. 

  
	
   

  	
   

  
	
  o

  	
  Electronic
  Data Processing Equipment – property coverage shall be provided at the
  replacement value of covered requirement with the
  Indemnified Parties as defined in Exhibit D, Article 9.1.1 named as additional insureds.  A waiver of subrogation in favor of the
  Indemnified Parties shall be provided.

  
	
   

  	
   

  
	
  Watercraft Charter or Rental

  
	
   

  
	
  o

  	
  Protection
  and Indemnity – third party liability coverage for the owner/operator of the
  watercraft shall be provided with minimum limits of $1,000,000 per occurrence
  and aggregate with the Indemnified
  Parties as defined in Exhibit D, Article 9.1.1 named as additional insureds.  A waiver of subrogation in favor of the
  Indemnified Parties shall be provided. 
  The following endorsements shall also be provided if checked below.
  This insurance shall be primary and non-contributory coverage as to the
  Indemnified Parties.

  
	
   

  	
   

  
	
   

  	
  o

  	
  Tower’s
  Liability – towing coverage shall be provided by the Protection and Indemnity
  Policy with the Indemnified
  Parties as defined in Exhibit D, Article 9.1.1named as additional insureds.  Tower’s Liability limit of coverage shall
  be the same as the Protection and Indemnity limit. A waiver of subrogation in
  favor of the Indemnified Parties shall be provided. This insurance shall be
  primary and non-contributory coverage as to the Indemnified Parties.

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  Hull
  Damage (Watercraft) – physical damage coverage with limits to the value of
  the watercraft shall be provided by the Protection and Indemnity Policy with the
  Indemnified Parties as defined in Exhibit D, Article 9.1.1named as additional insureds.  A waiver of subrogation in favor of the
  Indemnified Parties shall be provided. If the Subcontractor chooses not to
  provide hull damage insurance, Subcontractor shall provide Owner the
  following hold harmless agreement indemnifying the Indemnified Parties for
  any and all claims or damages to the watercraft: “Watercraft owner waives any
  claim for property damage to the watercraft as against the
  Indemnified Parties as defined in Exhibit D, Article 9.1.1 and their employees, even if caused by
  their negligence or breach of contract”.

  
	
   

  	
   

  	
   

  
	
  o

  	
  Watercraft
  and Charterer’s Liability – third party liability coverage for subcontractor’s
  rented watercraft and operators shall be provided with minimum limits of
  $1,000,000 per occurrence and aggregate with the
  Indemnified Parties as defined in Exhibit D, Article 9.1.1 named as additional insureds.  A waiver of subrogation in favor of the
  Indemnified Parties shall be provided. This insurance shall be primary and
  non-contributory coverage as to the Indemnified Parties.

  
				



 


Insurance and bonds furnished
hereunder shall form part of the Contract Documents.


 


6

















 


EXHIBIT F


 


OTHER PROVISIONS


 


The following provisions are part of the
Subcontract between the parties:


 


1.     Temporary
Services to be furnished by CH2M HILL pursuant to Paragraph 3.5 of Exhibit D:


 


	
  o  None

  	
   

  	
  o  Temporary Heat

  	
   

  	
  o  Electric Power

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  x  Temporary
  Lighting

  	
   

  	
  x  Potable
  Water

  	
   

  	
  x  Temporary
  Toilets

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o  Compressed
  Air

  	
   

  	
  x  Waste
  Disposal Services

  	
   

  	
  o  Telephone
  Service

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o  Security
  Services

  	
   

  	
  o  Other

  	
   

  	
   

  



 


2.     Labor
relations requirements referred to in Paragraph 3.28 of Exhibit D:


 


Davis
Bacon Wage Rates Provided  On-Line at the
shared site “Bragg”


 


3.     Other
provisions and documents applicable to Subcontractor’s Work:  Drawings and Specifications provided
On-Line at the shared site “Bragg”


 


4.     Contract
Documents in existence on the date of execution of the Subcontract pursuant to
Paragraph 2.3 of Exhibit D:  INACCORDANCE WITH DOCUMENTS LISTED IN THE WEB PORTAL.


 


F.4.1        Drawings
consisting of a cover sheet and sheets numbered           
through           ,
inclusive with each sheet bearing the following general title:


 


F.4.2        Specification
bearing the title           
and consisting of           
divisions and           
pages, as listed in table of contents thereof.


 


F.4.3        Drawings
consisting of a cover sheet and sheets numbered             
through           ,
inclusive with each sheet bearing the following general title:                                                                have
been previously provided.


 


F.4.5        Specification
bearing the title           
and consisting of           
divisions and           
pages, as listed in table of contents thereof, have been previously provided.


 


5.     The
provisions of the Prime Contract listed below are made a part of this
Subcontract. In the event of conflict between the listed provisions and those
stated elsewhere in the Subcontract, the more stringent  will
apply.  Subcontractor shall be bound to
CH2M HILL to the same extent as CH2M HILL is bound to the Owner with
respect to any obligation or requirement set forth below and shall so bind its
lower tier subcontractors.  The benefits
of such provisions shall extend to Subcontractor to the extent that
CH2M HILL, through other provisions of this Subcontract, obtains such
benefits on behalf of Subcontractor.


 


6.     Liquidated Damages:


 


(a)           Subcontractor understands that if Substantial Completion
is not attained by the date specified in the Exhibit B, Schedule of
Subcontractor’s Work, CH2M HILL will suffer damages which are difficult to
specify accurately or ascertain. Subcontractor agrees that if it has not
achieved Substantial Completion in accordance with Exhibit B, or any
extension, Subcontractor shall pay to CH2M HILL as liquidated damages and
not as a penalty, the sum of $1,000.00 per day for each day of delay until
Substantial Completion is achieved.  The
payment of liquidated damages shall be CH2M HILL’s sole remedy relating to
the delay and shall not be in lieu of damages for any other breach of this
Subcontract.


 


1
















 


EXHIBIT G


 


CONSTRUCTION SUBCONTRACT


 


HEALTH & SAFETY CONDITIONS


 


CH2M HILL and
Subcontractor agree that the provisions set forth below shall form a part of
the Subcontract. Failure to comply with the provisions of this Exhibit G  may be grounds for withholding payment to Subcontractor and/or be a
material breach of this Subcontract and an incident of default under Article 10
of Exhibit D, which may lead to termination of this Subcontract by CH2M
HILL.


 


*1.0        Safety;
Protection of Work


 


Prevention of accidents on or near Subcontractor’s
Work is Subcontractor’s responsibility. 
Subcontractor shall take all necessary precautions to assure the safety
of all persons and property during performance of Subcontractor’s Work and will
protect Subcontractor’s Work and adjacent property from damage caused by
Subcontractor’s operations. Subcontractor will conform to all laws and
regulations relating to health and safety and with site-specific health and
safety plans, which are available upon request. 
Subcontractor shall designate a qualified representative responsible for
safety at the Project site.


 


Subcontractor shall at all
times be solely responsible for all aspects of safety in connection with
Subcontractor’s Work, including initiating, maintaining and supervising all
safety precautions and plans, even if CH2M HILL establishes a safety
program for the entire Project.  Such
responsibility includes, without limitation, the obligations set forth in the
remainder of this Article 1.0. 
Subcontractor shall perform Subcontractor’s Work or ensure that it is
performed, in a manner to avoid risk of injury to persons or damage to property
and shall continuously inspect Subcontractor’s Work, which includes all of
Subcontractor’s materials, equipment and lower tier subcontractors, to discover
the existence of any conditions which impose a risk of bodily injury or damage
to property.


 


1.1   Prior
to beginning Subcontractor’s Work, Subcontractor shall submit for
CH2M HILL’s review, a written Safety Plan, with detail commensurate with
Subcontractor’s Work.  Such Plan shall be
prepared by an appropriate health or safety professional and shall describe
anticipated hazards and control methods Subcontractor will employ to administer
a Safety Plan which provides adequate safeguards for all construction
employees, CH2M HILL and Owner employees, site visitors, and the
public.  The Plan’s safety measures,
policies and standards shall conform to those required or recommended by
governmental and quasi-governmental authorities having jurisdiction and by
CH2M HILL and Owner, including, but not limited to, requirements imposed
by the Contract Documents. Subcontractor will conspicuously post the Safety
Plan at the Project site.


 


The Safety Plan must include, at a minimum, the
following components:


 


1.1.1        Training.  Subcontractor is responsible for the safety
education of their employees. The training must comply with all laws and
standards and include additional training for site supervision. Training must
continue through the term of the Subcontract. Subcontractor shall provide
copies of training certificates to CH2M HILL for all operations, which require
such training. These documents must be submitted prior to performing
Subcontractor’s Work. As a minimum, the following training is required:


 


1.1.1.1     Supervisor Safety Training – must cover
record keeping, incident investigation, OSHA inspections, H&S documentation
requirements, and the OSHA 10 hour course for construction.


 


1.1.1.2     Competent Person Training – each person
designated as a competent person shall attend training on that particular
operation.  Operations requiring a
competent person per OSHA requirements include, but are not limited to,
trenching and excavation, fall protection, scaffolds, confined space entry, and
rigging.


 


1

















 


1.1.1.3     Employee Orientation Training – must cover
the various safety policies, safety manuals, first aid availability, accident
reporting procedures, safety meeting participation, personal protective
equipment, and enforcement procedures.


 


1.1.1.4     Emergency Procedures – must cover
notification procedures, evacuation routes, mustering points, and
accountability.


 


1.1.1.5     Safety Meetings – must be conducted weekly
with all Subcontractor’s onsite personnel. 
Documentation detailing the subject discussed and signatures of all
participants must be kept for each meeting.


 


1.1.1.6     Hazard Communication Standard – must cover
all aspects of the standard including MSDSs, chemicals onsite, labeling and the
written program.  Annual re-training is
required.


 


1.1.1.7     Lockout/Tagout – must cover each individual
piece of machinery or equipment that is to be serviced or altered during this
Project.


 


1.1.2        Incident Investigation.
Subcontractor must report all OSHA recordable injuries and any property damage
to CH2M HILL immediately (within 1 hour of incident).  An incident investigation must be conducted
and a complete report issued to CH2M HILL within 24 hours of incident. A daily
verbal update will be provided to CH2M HILL until claimant is released to
full-duty and/or claim has been resolved.


 


1.1.3        Emergency Procedures and First Aid/Medical
Services.  Subcontractor shall prepare in-house
emergency response guidelines in coordination with CH2M HILL’s safety
personnel.  Subcontractor must provide
first aid capabilities to meet OSHA requirements.


 


1.1.4        Record Keeping. 
Each Subcontractor shall
submit a monthly safety report including a copy of Subcontractor’s
Project-specific OSHA 300, current incident statistics and any accident
investigation reports to CH2M HILL. 
Project-specific OSHA 300 and first aid logs must be maintained onsite
at all times.


 


1.1.5        Personal Protective Equipment  Subcontractor
shall provide and inspect all personal protective equipment (PPE).  In addition, Subcontractor shall enforce the
use of PPE by its employees when ever required. A dress code, including hard
hats, hard-soled work boots, safety glasses, and appropriate clothing (long
pants and sleeved shirts that must cover torso) is required on all CH2M HILL
projects.


 


1.1.6        Fall Protection.  Subcontractor shall provide and ensure the
use of continuous fall protection equipment when activities take place 6 feet
or more above a lower level.


 


1.1.7        HAZCOM. Subcontractor
shall provide CH2M HILL with a copy of the current Material Safety Data Sheets
(MSDSs) required by the Hazard Communication Standard for all hazardous
chemicals or substances brought onsite by Subcontractor or any lower-tiered
Subcontractors.  The MSDSs must be
provided to CH2M HILL in a notebook with an index arranged by “Brand Name”. If
such materials or substances are part of any item requiring a shop drawing or
other submittal, the MSD will accompany the submittal.


 


1.1.8        Activity Hazard Analysis.  Subcontractor
shall prepare an Activity Hazard Analysis (AHA) for each Project phase
comprising Subcontractor’s Work identifying the work sequence, hazards posed
and control measures required to perform the activity according to accepted
industry safe work practices. The equipment, tools and materials, inspection
and training requirements to execute Subcontractor’s Work activity shall also
be included in the AHA.


 


1.1.9        Pre-Task Safety Plans.  Subcontractor
shall prepare a Pre-Task Safety Plan (PTSP) to review the hazards posed and
required hazard control procedures for each day’s planned activities. During
the daily safety meeting, Subcontractor’s supervisor shall brief their work 


 


2

















 


crew
on the PTSP, which shall also include the tools, equipment and materials that
will be used for each day’s planned activities.


 


1.1.10      Competent Person. 
Subcontractor agrees to
provide a competent person onsite at all times during operations which require
such according to the OSHA regulations. 
This person must be experienced in the operation and have received
detailed training on the regulations pertaining to the operation. The competent
person shall perform a daily inspection of the operation and submit a written
inspection report each day to CH2M HILL.


 


1.1.11      Housekeeping and Site Services.  Subcontractor
is solely responsible for housekeeping in their work areas.  Good housekeeping is essential for all work
performed at any CH2M HILL site. Subcontractor is responsible to supply
drinking water, adequate toilets, washing facilities, fire extinguishers, first
aid kits and jobsite posters per OSHA requirements unless specifically stated
elsewhere in this Subcontract as a service to be furnished by others.


 


1.2   Subcontractor
shall designate a qualified safety representative at the Project site with
responsibility for preventing accidents and implementing and supervising the
Safety Plan and other safety programs. 
The safety representative shall attend all project safety meetings,
participate fully in all activities outlined in the Safety Plan and shall
devote whatever time is necessary to perform such duties properly.


 


Subcontractor’s
safety representative shall provide CH2M HILL’s health and safety staff with
any and all requested information and shall have the authority to immediately
correct any safety deficiencies.  In
addition, whenever Subcontractor’s onsite manpower reaches 60 people, a
full-time health and safety person shall be provided onsite.  This person must be dedicated to health and
safety on this Project with no other onsite or offsite duties.


 


1.3  Subcontractor shall comply with and secure
the compliance of its employees, lower tier subcontractors, suppliers and
agents with applicable Laws, its Safety Plan and those of CH2M HILL or the
Owner, if any, and with the reasonable recommendations of insurance companies
having an interest in the Project.


 


Subcontractor
agrees to perform a health and safety pre-qualification of all lower-tiered
subcontractors prior to contract award. 
Lower-tiered subcontractors must show their ability to comply with
health and safety requirements by completing a written questionnaire outlining
their health and safety program components, incident history and training
programs for the previous 3 years.  Subcontractor
shall not accept lower-tiered subcontractors that have incident statistics or
workers’ compensation experience modification rates exceeding industry average
for the lower-tiered subcontractor’s industry.


 


1.4     Subcontractor’s
employees and those of its lower tier subcontractors shall have received
appropriate training before beginning Subcontractor’s Work at the Project
site.  Subcontractor shall hold regularly
scheduled project safety meetings to instruct its personnel and employees of
its subcontractors on safety practices. 
Subcontractor shall furnish appropriate safety equipment for
Subcontractor’s Work in progress, train appropriate personnel in the use of the
equipment and enforce the use of such equipment by its employees and those of
its lower tier subcontractors.


 


1.5     Subcontractor
shall be solely responsible for the design, construction, installation, use and
adequacy of all temporary supports, shoring, bracing, scaffolding, machinery or
equipment, safety precautions or devices and similar items used by
Subcontractor and all lower-tiered subcontractors during performance of
Subcontractor’s Work.


 


1.6     Temporary
structures such as fabrication shops, storage areas, and offices will not be
permitted within existing facility structures unless approved by the CH2M
HILL.  Such temporary structures, if
permitted inside or adjacent to existing facility structures, must be
constructed of fire retardant materials.


 


3

















 


1.7     A
copy of Subcontractor’s Professional License and Registration for the applicable
State/County/City shall be provided to CH2M HILL when returning this
Subcontract to CH2M HILL for execution.


 


1.8     Subcontractor
shall notify CH2M HILL immediately following any accident and promptly
confirm the notice in writing.  A
detailed written report shall be furnished as required by Laws or as requested
by CH2M HILL.


 


1.9     CH2M HILL
may stop any part of the Work which CH2M HILL deems unsafe until
corrective measures satisfactory to CH2M HILL shall have been taken.  CH2M HILL’s review of Subcontractor’s
Safety Plan, its observations or failure to stop Subcontractor’s unsafe
practices shall not relieve Subcontractor of its sole responsibility for
safety, limit Subcontractor’s obligation to undertake any action necessary to
maintain a safe environment or create an obligation for CH2M HILL.  Subcontractor shall indemnify CH2M HILL
for fines, damages or expenses incurred by CH2M HILL because of
Subcontractor’s (including any lower tier subcontractor(s)) failure to comply
with safety requirements.


 


*2.0        Drug Free
Workplace


 


Subcontractor has certified to CH2M HILL that it
implements a drug policy which meets CH2M HILL’s minimum standards for a
drug-free workplace, which standards are incorporated into the Subcontract by
this reference (“Standards”). CH2M HILL may require the Subcontractor to
conduct reasonable searches of Subcontractor’s employees’ (personal property
brought onto project locations) and employees of its lower tier subcontractors
and suppliers and may require and receive the results of a 5-panel drug screen
and blood alcohol tests for any employee of Subcontractor or its lower tier
subcontractors. Any employee of Subcontractor, its lower tier subcontractors or
suppliers found to possess or be under the influence of an article prohibited by
the Standards, or refusing to test or to consent to a reasonable search by CH2M
HILL may, in CH2M HILL’s sole discretion, be immediately removed from the
Project site and denied future access. Subcontractor agrees to enforce its drug
policy and to bind its lower tier subcontractors to its policy and to the
provisions of this paragraph. Any violation of the requirements of this
paragraph may be grounds for withholding payment to Subcontractor or for
termination for default pursuant to Exhibit D, Article 10. Nothing in
this paragraph shall require CH2M HILL to undertake testing or searches.


 


4

















 


EXHIBIT H


 


ENVIRONMENTAL REMEDIATION
SUPPLEMENT


 


CH2M HILL and Subcontractor agree that the
provisions set forth below shall form a part of this Subcontract.  The provisions in this Exhibit shall
have priority over those found elsewhere in this Subcontract to the extent of
any inconsistency or conflict.


 


1.0  Definitions. 
The following definitions replace those set forth in Paragraph 3.14 of
the Subcontract:


 


1.1   Asbestos
means any material that contains more than one percent asbestos and is friable
or releasing asbestos fibers into the air above current action levels
established by United States OSHA.


 


1.2   Hazardous
Waste means asbestos, PCB’s, petroleum, radioactive material and any other
toxic substances, in whatever form or states that is known or suspected to
adversely effect the health and safety of humans or of animal or plant
organisms, or which are known or suspected to impair the environment in any way
whatsoever and shall include but not be limited to substances with the meanings
provided in Section 4004 of the Solid Waste Disposal Act (42 U.S.C.  6903); Section 9601(14) of the
Comprehensive Environmental Response, Compensation and Liability Act (42
U.S.C.  9601(14); as listed or designated
under Sections 1317 and 1321(b)(2)(a) of Title 33 (33 U.S.C.  1317 and 1321(b)(2)(a)) or as defined,
designated or listed under United States OSHA any other Federal, State or local
law, regulation or ordinance concerning hazardous waste, toxic substances or
pollution.


 


1.3   PCBs
means polychlorinated biphenyls.


 


1.4   Petroleum
means petroleum, including crude oil or any fraction thereof which is liquid at
standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7
pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge,
oil refuse, gasoline, kerosene, and oil mixed with other non-Hazardous Waste
and crude oils.


 


1.5   Pollution
Claims means claims against Subcontractor which arise out of, or are based upon
the actual, alleged or threatened discharge, dispersal, release, escape,
generation, disposal or transportation of pollutants and any directive to test
for, monitor, clean up, remove, contain, treat, detoxify or neutralize
pollutants.


 


1.6   Radioactive
Material means source, special nuclear, or byproduct material as defined by the
Atomic Energy Act of 1954 (42 U.S.C.  Section 2011
et seq.) as amended from time to time.


 


1.7   Remediation
means the storage, treatment, handling, disposal, or transportation of
Hazardous Waste, including any attendant monitoring and testing.


 


2.0  Stipulated Penalties; Pollution Indemnity


 


2.1   Stipulated
Penalties—Subcontractor acknowledges that Owner has been or may be issued a
compliance order pursuant to applicable Hazardous Waste Laws/ Regulations.  Subcontractor further acknowledges that the
services of CH2M HILL and others on the Project are dependent upon the
timely performance of Subcontractor’s Work and that the failure of
Subcontractor to perform Subcontractor’s Work within the time specified in Exhibit B,
Schedule of Subcontractor’s Work, would result in Owner sustaining substantial
penalties under the compliance order. 
Subcontractor shall defend, indemnify and hold harmless any of the
Indemnified Parties as defined in Exhibit D, Article 9.1.1from and
against all claims for damages, costs, penalties, or other relief claimed by
Owner against the indemnified party  for
penalties assessed against Owner by federal, state or local governments, to the
extent that such damages, penalties or other costs are caused by Subcontractor’s
failure to perform Subcontractor’s Work within the time specified in the
Schedule of Subcontractor’s Work.


 


2.2   Pollution
Indemnity—Notwithstanding anything to the contrary, Subcontractor shall, to the
fullest extent permitted by law, indemnify and hold harmless the Indemnified
Parties and their officers, subcontractors, affiliated corporations, and
employees from and against any and all Pollution Claims and any other claims,
damages, losses and expenses, direct and indirect, including but not limited to
court and arbitration costs, 


 


1

















 


environmental
clean-up costs, and reasonable attorney’s fees, arising out of or resulting
from the performance of Subcontractor’s Work 
or Pollution Claims or other claims against Subcontractor, arising from
Subcontractor’s Work performed by its lower tier subcontractors or others who
are retained by, under the control of, or employed by Subcontractor.


 


3.0  Handling and Transporting Hazardous Waste


 


3.1   No
Authority—Except as specifically agreed otherwise in this Subcontract,
Subcontractor is not, and has no authority to act as, a handler, generator,
operator, treater or storer, transporter or disposer of Hazardous Waste found
or identified at the Project site, and Owner shall undertake all such
functions.


 


3.2   Generation,
Transportation and Disposal of Hazardous Waste - Subcontractor recognizes that
Owner has agreed or acknowledged that, (a) except to the extent included
in the Work, CH2M HILL has had no role in generating, treating, storing or
disposing of Hazardous Waste which may be present at the Project Site and
CH2M HILL has not benefited from the processes that produced such
Hazardous Waste; (b) no Hazardous Waste encountered by CH2M HILL in
performing, or associated with, the Work shall at any time be or become the
property of CH2M HILL; (c) any arrangements made by CH2M HILL
for the treatment, storage, transport or disposal of any Hazardous Waste are
made solely and exclusively for the benefit of Owner using Owner’s EPA
generator identification number(s) when required and shall not result in
any liability of CH2M HILL under the Prime Contract or with respect to the
Hazardous Waste; (d) Owner shall handle all Hazardous Waste in compliance
with applicable Laws and Regulations and shall sign manifests and obtain
generator identification numbers when required by Laws and Regulations; (e) if
required by the Contract Documents, CH2M HILL shall furnish the names of
facilities currently licensed to accept Hazardous Waste, but it shall be Owner’s
sole responsibility to select those to be engaged by Owner; (f) and
nothing contained in the Prime Contract shall confer on CH2M HILL the
status of (i) a generator, storer, disposer or treater of Hazardous Waste,
(ii) the party who arranged for the disposal of Hazardous Waste or (iii) a
Hazardous Waste disposal facility, as provided in any Law or Regulation.  Subcontractor, therefore, shall permit Owner
to maintain complete and absolute ownership of Hazardous Waste which includes
but is not limited to generation, storage, transportation, arranging for
disposal, and disposal of such waste.


 


3.3   Transporting
Hazardous Waste—In the event Subcontractor undertakes to transport Hazardous
Waste, it shall comply with the following provisions.


 


(a)   All
Transporters of Hazardous Waste engaged by Subcontractor shall be reputable,
experienced and fully licensed for the transportation of such Hazardous
Waste.  Subcontractor shall require, by
contract with such Transporters, that they comply with all Laws/Regulations
regarding the transport of such Hazardous Waste.  A Transporter shall be considered as
Supplier.


 


(b)   Hazardous
Waste transferred pursuant to the Subcontract shall be transferred to storage,
treatment or disposal facilities duly licensed to receive such Hazardous
Waste.  Prior to making any such
transfer, Subcontractor shall furnish written verification that the facility is
duly licensed.  If required by the
Contract Documents, the Hazardous Waste shall be transported only to the
facilities specified in the Contract Documents.


 


(c)   All
Hazardous Waste transported shall be in appropriate closed containers or
otherwise protected from inadvertent loss, spillage, emission or illegal
discharge or disposal during transportation, including loading and
unloading.  Containers shall be labeled
in accordance with all Laws/Regulations regarding the transport of such
Hazardous Waste and shall clearly designate their contents.


 


3.4   Site
Clean Up—Site cleanup pursuant to Paragraph 3.9 of the Exhibit D shall
comply with the requirements of this Exhibit.


 


4.0  Insurance.


 


4.1     The
following provisions supplement Exhibit E:


 


(a)   Contractor’s
Pollution Liability—Subcontractor and all lower tier subcontractors engaged in
any way in handling, generating, treating or storing or disposing of Hazardous
Waste shall maintain Contractor’s 


 


2

















 


Pollution
Liability insurance in an amount of not less than $5,000,000 per claim and
$5,000,0000 aggregate in lieu of the $1,000,000 limits required by
Paragraph  A.1.5 of Exhibit E.


 


4.2   Transporters—Subcontractor
shall require, by contract, that all Transporters of Hazardous Waste maintain
the following insurance in addition to Contractor’s Pollution Liability as
specified in 4.1(a) above:


 


(a)   Workers’
Compensation at the statutory rate;


 


(b)   Employers’
Liability insurance with a minimum limit of $5,000,000 each accident and in the
aggregate;


 


(c)   Commercial
General Liability insurance, including contractual liability insurance
specifically insuring the indemnity provisions of this Exhibit, with a minimum
combined single limit of $5,000,000 each occurrence and in the aggregate for
bodily injury and property damage; and


 


(d)   Commercial
Automobile Liability insurance with a MCS-90 endorsement with a minimum
combined single limit of $5,000,000.


 


(e)   Transporters
Auto Pollution & Remediation Legal Liability with minimum limits of
$5,000,000 per  claim and $5,000,000
aggregate including coverage for loss, damage and cleanup costs caused by
pollution arising from cargo transported by a covered automobile and arising
out of the upset, overturn, collision, loading and unloading of materials.


 


4.3   Additional
Insureds—The Indemnified Parties as defined in Exhibit D, Article 9.1.1shall
be named additional insureds on the coverages described above in Paragraphs 4.1
and 4.2 (b), (c) (d) and (e). 
Subcontractor shall furnish Certificates of Insurance for itself and
lower tier subcontractors, and Transporters, indicating the existence and
extent of coverage to the Indemnified Parties prior to handling, generating,
treating storing, disposal or transporting of Hazardous Waste.


 


(a)   All
insurance will be primary coverage and non-contributory to the Indemnified
Parties.


 


5.0  Safety; Communications.  The
following provisions supplement Paragraph 1.0 of Exhibit G:


 


5.1   Safety
Provisions—Subcontractor shall place the highest priority on heath and safety,
shall comply and secure compliance by its employees, agents and lower-tier
subcontractors with all applicable Laws, including without limitation, Federal
OSHA (and specifically 29 CFR 1910.120) and DOT regulations.  Subcontractor shall also comply with Owner’s
and CH2M HILL’s Safety Plans, copies of which are available upon request.


 


Subcontractor
shall be responsible for examining all requirements and determining whether
additional or more stringent health and safety provisions are required for
Subcontractor’s Work.  Subcontractor
shall prepare and implement its own Health and Safety Plan, based on all
written programs required by Laws and shall bear responsibility for the
completeness and accuracy of the Plan. 
Subcontractor’s Plan shall be available at the Project site for review
by CH2M HILL, Owner, and regulatory personnel.


 


Subcontractor
shall furnish protective clothing, equipment and monitoring instrumentation as
required by Laws and Owner’s, CH2M HILL’s and Subcontractor’s Safety
Plans.  If Subcontractor fails to provide
such clothing and equipment, CH2M HILL will, at Subcontractor’s expense,
provide all protective clothing and devices and Subcontractor shall defend,
hold harmless and indemnify Owner and CH2M HILL and their employees and
agents against all claims and liability relating to the use thereof.


 


5.2   Safety
Training—Subcontractor shall provide its employees and any employees of lower
tier subcontractors who will be working on a Hazardous Waste site, or who may
come in contact with Hazardous Waste, with adequate training to protect such
employees from exposure to Hazardous Waste. 
Subcontractor shall provide CH2M HILL with proof of completion of
such course by each such employee certifying that the training course conforms
to the requirements of 29 CFR Part 10 and the requirements of any similar
state-mandated safety program.


 


5.3   Medical
Screening—If required by the Contract Documents or by Laws, Subcontractor shall
arrange for and shall keep records of medical examinations of employees working
on a Hazardous Waste site, or who 


 


3

















 


may
come in contact with Hazardous Waste. 
Such examinations shall be conducted prior to the employee commencing
work on this Project, after the employee has completed all of his or her work
on the Project, and at such times as may be reasonably necessary during the
Project to monitor for exposure to Hazardous Waste.


 


5.4   Spill
Plan—Subcontractor will develop and implement a plan to assure that Hazardous
Waste shall not be accidentally or illegally discharged, spilled, released or
emitted into, or onto, adjacent properties, streams, watercourses, aquifers, or
into the environment generally.  Should
such a discharge, spill, release or emission occur, Subcontractor shall
immediately notify Owner and CH2M HILL and any federal, state or local
agency to whom notification is required. 
Subcontractor shall immediately and at its own expense take all steps
necessary to curtail the discharge, spill, release or emission of the Hazardous
Waste and to mitigate any consequences to persons, property or the environment.


 


5.5   Hazard
Communications Programs—Subcontractor shall be responsible for coordinating any
exchange or material safety data sheets or other hazard communication information
required to be made available to or exchanged between or among employers at the
site in accordance with Laws.


 


6.0  Discovery of Unknown Hazardous Waste


 


If, during performance of Subcontractor’s Work,
Subcontractor encounters Hazardous Waste which differ materially in type or
quantity from those indicated in the Contract Documents, Subcontractor shall
immediately: (i) stop all Subcontractor’s Work in connection with such
unanticipated Hazardous Waste and in any area affected thereby (except in an emergency)
and (ii) notify Owner and CH2M HILL (and thereafter confirm such
notice in writing).  CH2M HILL shall
promptly confer with Owner concerning any modifications to the Contract
Documents and, to the extent available to CH2M HILL, Subcontractor shall be
entitled to an equitable adjustment of the Schedule of the Work and Subcontract
Price Schedule.


 


7.0  “Laws” shall
have the same meaning as set forth in Paragraph 2.7 of Exhibit D to this
Subcontract.


 


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