Exhibit 10.6


 


KSL Contract


 


	
  Payment
  Terms:

  	
  This is a
  DPAS DO-E2 rated order

  
	
  See
  Subcontract Terms, paragraph 5.0,

  	
   

  
	
  “Payments”

  	
   

  



 


Subcontract
No.  03-PS-013


 


Sublet Work
PRIME
CONTRACT NUMBER 47394-001-03-C2


 


PROJECT

SITE SUPPORT
SERVICES AT THE LOS ALAMOS NATIONAL LABORATORY,

NEW MEXICO


 


24 November 2003

(Effective Date)


 


THIS SUBCONTRACT by and between KSL SERVICES JV, “GENERAL
CONTRACTOR”, whose
address is P.O.  Box 80, Los Alamos, NM 87544 and EBERLINE
SERVICES, INC., “SUBCONTRACTOR”, whose
address is 7021 Pan American Freeway NE, Albuquerque, NM 87109, is entered into as of the EFFECTIVE DATE
stated above.


 




	
  Requisition Number:

  	
   

  	
  CU139

  
	
   

  	
   

  	
   

  
	
  Subcontract NTE Ceiling Amount:

  	
   

  	
  $1,503,594.57

  
	
   

  	
   

  	
   

  
	
  Socioeconomic Status:

  	
   

  	
  SB

  
	
   

  	
   

  	
   

  
	
  Tax Identification Number:

  	
   

  	
  59-3328623

  






 


WITNESSETH


 


In consideration of the mutual promises herein contained CONTRACTOR and
SUBCONTRACTOR agree, promise and obligate themselves as follows:


 


1.             SUBCONTRACTOR
promises to perform the SUBLET WORK for the PROJECT in accordance with the
Subcontract Documents.


 


2.             CONTRACTOR
promises to pay SUBCONTRACTOR, for full, accurate and timely performance of the
SUBLET WORK in - accordance herewith, the Price, and promises to perform all of
the other obligations of CONTRACTOR, as set forth in the Subcontract Documents.


 


3.             The Subcontract Documents constituting this
Subcontract consist of:


 





















 


a.             Subcontract,
2 pages.


b.             Subcontract
Terms, 9 pages.


c.             General
Conditions for Subcontracted Professional Services, 5 pages.


d.             Subcontract
Special Conditions, 33 pages.


e.             Affidavit
for Subcontractor, (10-88), 1 page.


f.              Monthly
Subcontract Injury/illness Report, 1 page.


g.             U.S.
Department of Labor, Wage Determination No: 1994-2361, Revision 18, dated
3/19/02, pages 1 through 10.


h.             Exhibit A
- Statement of Work (SOW), 6 pages.


i.              Exhibit B
— Pricing Schedule, 1 page.


j.              Exhibit C
— Certificate of Insurance.


k.             Exhibit D
— Fall Prevention Program, 8 pages.


1.             Exhibit E
- Illegal Drugs, Alcohol, and Firearms Policy, 3 pages.


 


The foregoing
constitutes the entire contract and supersedes all prior proposals,
negotiations, agreements, awards, letter of intent and written or oral
statement, representations or agreements.


 


4.             The
EFFECTIVE DATE set forth above is the date as to which all Subcontract
Documents and provisions thereof have references for purposes of coordination
of their meaning and effect.  The price
relates to the SUBLET WORK as described in drawings, specifications and other
Contract Documents in their condition on that date.  The EXECUTION DATE of this SUBCONTRACT shall
not be prior to award of CONTRACT to CONTRACTOR and if for any reason the
CONTRACT is not awarded to the CONTRACTOR the intended SUBCONTRACT shall not be
executed.


 


5.             Changes
after the effective date will be dealt with in accordance with the provisions
for changes.  Any work commenced and
any payments made pursuant to an Award or Letter of Intent prior to the
execution hereof shall be deemed to have been done and paid after the EFFECTIVE
DATE under the terms of this SUBCONTRACT.


 




	
  SUBCONTRACTOR:

  	
   

  	
  GENERAL
  CONTRACTOR:

  
	
   

  	
   

  	
   

  
	
  EBERLINE
  SERVICES, INC.

  	
   

  	
  KSL SERVICES
  JV

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/Jeffrey
  P. Stone

  	
   

  	
   

  	
  BY:

  	
  /s/ Frank B.
  Sedlacek

  	
   

  
	
   

  	
   

  	
   

  
	
  TITLE: VP

  	
   

  	
  TITLE:
  Subcontract Administrator

  
	
   

  	
   

  	
   

  
	
  DATE:
  11-24-03

  	
   

  	
  DATE:
  11-24-03

  
							






 


2





















 


SUBCONTRACT TERMS
Environmental
Services


 


1.0          DEFINITIONS


 


1.1           PROJECT
shall mean the LOS ALAMOS NATIONAL LABORATORY, UNIVERSITY OF CALIFORNIA SITE
SUPPORT SERVICES CONTRACT; LOS ALAMOS, NEW MEXICO.


 


1.2           OWNER
shall mean the UNIVERSITY OF CALIFORNIA, DEPARTMENT OF ENERGY or the UNITED
STATES GOVERNMENT.


 


1.3           CONTRACTOR,
GENERAL CONTRACTOR, PRIME CONTRACTOR, OR BUYER shall mean KSL SERVICES JV.


 


1.4           SUBCONTRACTOR
shall mean EBERLINE SERVICES, INC.


 


1.5           CONTRACT
shall mean the FIRST TIER SUBCONTRACT between CONTRACTOR and the UNIVERSITY OF
CALIFORNIA, 47394-001-03-C2.


 


1.6           SUBCONTRACT
shall mean this subcontract between CONTRACTOR and SUBCONTRACTOR.


 


1.7           SUBLET
WORK shall mean all work and other requirements, expressed or implied,
necessary for the performance required of the Subcontractor by the Subcontract
Documents.


 


2.0          SCOPE OF WORK


 


The SUBCONTRACTOR shall be responsible for
providing the management, administration, expertise, personnel, and equipment
except as furnished by KSL and others, which are necessary for the effective
and timely performance of the services set forth in the Statement of Work (SOW)
as specified in Exhibit A.


 


In addition to the services established in
the SOW, the SUBCONTRACTOR shall perform other related services that KSL and
the SUBCONTRACTOR otherwise agree to in writing.  These related services include support of the
programs of KSL when the services have been determined by KSL to be within the
capabilities of the SUBCONTRACTOR or when the services are of such an urgency
that the need for the services precludes acquiring them from another source.


 


The place of performance shall be the Los
Alamos National Laboratory, Los Alamos, New Mexico, to the extent provided in
the Statement of Work, the immediate area surrounding the Laboratory, other
remote sites, sites specifically identified elsewhere in this SUBCONTRACT, and
other sites agreed to by the parties, also referred to as the “site”.  The SUBCONTRACTOR will only be allowed to
invoice as a direct cost to the SUBCONTRACT those persons who are working and
the goods being used at the location described above, without prior approval.


 


3





















 


The SUBCONTRACTOR by accepting this
SUBCONTRACT, represents and guarantees that it possesses the necessary skills,
means of performance and financial resources to satisfactorily perform the work
specified herein and within the constraints herein.


 


3.0          PRICING


 


3.1           This
SUBCONTRACT is a Cost Plus Fixed Fee (CPFF) Subcontract.  The base year is priced, but the option
periods will not be priced until such time that the option is exercised.


 


3.2           The
CONTRACTOR reserves the right to change the type of subcontract pricing format
in the option years, if it is decided that such a change would be in the best
interest of the parties to do so.


 


3.3           Estimated
Cost - The estimated cost for this SOW will be as indicated on the SUBCONTRACT
form, Exhibit B Pricing Schedule and follow on modifications.  The amount stated is a not to exceed amount
and the SUBCONTRACTOR is not allowed to exceed this amount in the performance
of his work, as provided in FAR clause 52.232-22 entitled Limitation of Funds.


 


3.4           G&A
and Overhead - The agreed upon G&A and Overhead rates are as follows.  These rates are provisional rates and are
subject to adjustment downward only if the results of an audit show a lower
rate.  These rates will be used for one
year, which is the period of performance of the subcontract.  At such time that an option year is exercised
a revised G&A and Overhead rate will be negotiated.  The SUBCONTRACTOR agrees to furnish
CONTRACTOR a copy of any audit reports which are performed by a responsible
party relating to the establishing of Overhead and G&A rates.


 


	
  G&A
  12.25%

  	
  Overhead 43% of Total direct labor

  



 


Overhead 103%.  This overhead rate will only be used for
personnel who are mobilized from off-site and performing assignments/tasks on a
temporary basis and have preapproval of CONTRACTOR.  This rate is provisional and subject to audit
and adjustment downward only as a result of such an audit.


 


3.5           Fee - CONTRACTOR shall
pay the SUBCONTRACTOR for performing this SUBCONTRACT a fixed fee as specified
below:


 


Fixed Fee for the base year: $66,837.84


 


Fee for temporary assignments/tasks will be
calculated at the rate of 8.0% for these tasks only.  Payment of fee for these tasks will be paid
as part of the task invoice.  Any fee
which is part of the temporary assignment tasks will not be deducted from the
fixed fee pool.


 


Payment of the fixed fee shall be made on basis
of prorating the Fee over the twelve (12) months of performance, provided that
after payment of 85 percent of


 


4





















 


the fixed fee, the Subcontract Administrator
may withhold further payment of fee until a reserve is set aside in an amount
that the Subcontract Administrator considers necessary to protect CONTRACTOR’S interest.  This reserve shall not exceed 15 percent of
the total fixed fee or $100,000.00 whichever is less.  Release of the fee withholds will be made
when the condition as set forth in Special Provisions Nos.  33 and 34 are met.


 


3.6           Compensation to
SUBCONTRACTOR for changes in the SUBLET WORK shall be in accordance with the
Subcontract Provisions.


 


4.0          TIME OF PERFORMANCE


 


4.1           SUBCONTRACTOR shall
begin the Submittal process (if applicable) upon notice of award, and shall
continue until all required submittals have been approved, in no more than 7
calendar days.  SUBCONTRACTOR shall
commence the physical performance of SUBLET WORK, upon receipt of written
Notice to Proceed (NTP) from CONTRACTOR. 
The basic period of performance of this subcontract shall be for the
period beginning December 1, 2003 through November 30, 2004, with an
option for an additional (3) three, (1) one year option periods.  Completion shall be defined as Final
Acceptance of the work by the OWNER, and acceptance of all required submittals
by CONTRACTOR.


 


4.2           The decision whether or
not to exercise the option period(s) will occur after an evaluation of the
SUBCONTRACTOR’S performance to the entire SOW under this subcontract.  CONTRACTOR shall use its best efforts to
notify the SUBCONTRACTOR whether or not the CONTRACTOR intends to exercise the
option period at least (60) sixty days prior to expiration of this SUBCONTRACT.


 


4.3           The normal work
schedule, for on site work, shall be 8 hours of performance, per day, between
the hours of 0630 hrs to 1830 hrs, five days a week.  The actual hours of performance shall
be directed contingent upon work schedule of owner or mutual agreement of
SUBCONTRACTOR AND CONTRACTOR.


 


5.0          PAYMENT


 


5.1           SUBCONTRACTOR’S invoice
in duplicate shall be submitted, no later than the 10th day of the
month, for approval by CONTRACTOR. 
Payment will be made within thirty (30) days after an acceptable invoice
is received by CONTRACTOR, acceptance of SUBLET WORK by CONTRACTOR, and receipt
of all required documentation.  Invoices
shall be no more frequent than monthly.


 


5.2           Two (2) copies of
CONTRACTOR’S “Affidavit for Subcontractor” are attached.  hereto. 
SUBCONTRACTOR shall execute one (1) copy and submit it with its
final invoice.


 


5.3           SUBCONTRACTOR will
create a Subcontract billing format, acceptable to CONTRACTOR, to be used for
payment for services performed.  This
form will include, but not be limited to amount billed for each subcontract
line time; the


 


5





















 


previous quantity and amount
paid; to the “to date” quantity and amount paid; the balance remaining for each
subcontract line item; the billing period, and the SUBCONTRACT number.


 


5.4           Direct all invoice(s)
for this Subcontract to:


 


Attn: Subcontract Administrator


 


KSL Services JV


P.O.  Box 80, MS A199


Los Alamos, NM 87544


Subcontract No.: 03-PS-012


 


6.0          SUBCONTRACT ADMINISTRATION


 


6.1           The KSL Subcontract
Administrator is:  Frank Sedlacek


 


KSL Services JV


P.O.  Box 80


Los Alamos, NM 87544


Phone: (505) 667-0418


 


No oral or written statement of any person other than the Subcontract
Administrator shall, in any manner or degree, modify or otherwise affect the
terms of this subcontract.  The
Subcontract Administrator is the only person authorized to approve changes in
any of the requirements of this subcontract, and notwithstanding any provision
contained elsewhere in this in this subcontract, that authority remains solely
with the Subcontract Administrator.  If
the Subcontractor effects any change at the direction of any person other than
the Subcontract Administrator, the change will be considered to have been made
without authority, and no adjustment will be made-in the subcontract price to
cover an increase in costs incurred as a result of the change.


 


The KSL Technical Representative is: Timothy
Delong


 


KSL Services JV


P.O.  Box 80


Los Alamos, NM 87544


Phone: (505) 667-5771


 


The individual identified as the KSL Technical Representative is the
person designated to monitor the work performed under the subcontract.


 


6.2           Subcontractor
Representative: Jeffery Stein


 


The above named individual is designated as
the SUBCONTRACTOR’S full-time local representative who is fully authorized and
empowered to make decisions, and execute on behalf of the Subcontractor such
subcontract


 


6





















 


modifications,
notices, and policy directives to ensure full compliance with the requirements
of this subcontract.


 


7.0          TAXES


 


SUBCONTRACTOR shall be responsible for all taxes imposed by Federal,
State or Local jurisdictions measured by or assessed upon SUBCONTRACTOR’S
income or payroll.  SUBCONTRACTOR shall
be responsible for all applicable state or local sales, use, gross receipts or
any other tax imposed on SUBCONTRACTOR’S purchase of consumable supplies,
construction equipment or tools or other incidentals necessary to complete the
work.


 


GENERAL CONTRACTOR shall include specific tax instructions as to the
proper application and handling of any sales, use, gross receipts or other tax
imposed on the work in each subcontract or work release.  New Mexico NTTC, Type 5, Certificate as
applies to Service of Resale is intended to be provided to the Subcontractor by
the Contractor.


 


8.0          INSURANCE


 


Prior to mobilization, SUBCONTRACTOR shall forward its certificate of
insurance stating the names and addresses of its insurance carriers and
certifying that its insurance coverages meet or exceed the requirements of
Special Condition No.  29.  The
certificate shall also reference the SUBCONTRACT number.


 


Original Certificates of Insurance plus one copy shall be submitted to:


 


Attn: Subcontract Administrator


KSL Services JV


P.O.  Box 80, MS A199


Los Alamos, NM 87544


 


SUBCONTRACTOR is responsible for maintaining proper insurance
coverage.  SUBCONTRACTOR shall provide to
the CONTRACTOR new certificates of insurance, as set above; no later than
thirty (30) days prior to the expiration date(s) on its certificates and insure
uninterrupted coverage during the life of the subcontract and any extensions
thereof.


 


The SUBCONTRACTOR shall maintain a copy of all lower tier Subcontractor’s
proofs of required insurance and forward same to the General Contractor.


 


If written on a claims made basis, Subcontractor shall continue to be
carried- for not less than two years beyond project
completion, and provide proof satisfactory to General Contractor.


 


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9.0          KSL HOLIDAYS


 


KSL observes the following holidays:


 


New Years, Martin Luther King’s Birthday, Presidents’ Day, Memorial
Day, Independence Day, Labor Day, Columbus’ Birthday, Veteran’s Day,
Thanksgiving, Day after Thanksgiving,
Energy Day (a floating holiday between Christmas and New Years), Christmas.


 


10.0        SECURITY CLEARANCE REQUIREMENTS


 


SUBCONTRACTOR shall provide personnel with active security clearances
for the facility where performance is required and the sublet work that is
required.  Individuals without required
security clearances shall not have access to the client’s facilities and the
SUBCONTRACTOR shall be in default of this subcontract if individuals cannot
access to the facilities or perform sublet work due to security clearance
issues.


 


11.0        ACCESS TO PROJECT SITE


 


In order for SUBCONTRACTOR to be permitted onto the project site (in
addition to required security clearances), it must provide the following to the
CONTRACTOR no later than two (2) days after Notice to Proceed:


 


11.1         A
list of all employees who will be working on the project site which includes
each employee’s name, address, date and place of birth, Social Security Number
and driver’s license.  This information
requirement is subject to change due to the requirements of the installation on
which the project site is located.  SUBCONTRACTOR shall coordinate specific
information requirements with CONTRACTOR.


 


12.0        SAFETY REPORT


 


The KSL Services JV, Monthly Subcontractor Injury/Illness Report shall
be submitted on a monthly basis to the CONTRACTOR’S designated Safety
Representative at the Project Site or, if there is no designated Project Safety
Representative, to the SUBCONTRACT ADMINISTRATOR.  The exact time of submission shall be
coordinated with CONTRACTOR’S Safety representative or SUBCONTRACT
ADMINISTRATOR.  If the report is
submitted to the SUBCONTRACT ADMINISTRATOR, a copy shall be provided, at the
same time, to the CONTRACTOR’S on site representative.  If the SUBCONTRACT work is less than a month
in duration, a report covering the period is still required.  Such reports shall be submitted upon
completion and acceptance of all work, and prior to payment of the final
invoice.


 


13.0        REPORTING REQUIREMENTS/REQUIRED DOCUMENT
SUBMITTALS


 


SUBCONTRACTOR is required to submit the following documents in
accordance with this SUBCONTRACT:


 


13.1         Deliverables
as required by Exhibit A, Statement of Work.


 


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14.0        SMALL BUSINESS CONCERN EXEMPTION


 


Should SUBCONTRACTOR be a small business concern, it is exempt from
pursuing a subcontract plan to procure supplies, equipment or services from,
Small Business and Small Disadvantaged
Business or Women Owned concerns; however the PROJECT has a strong policy
related to the acquisition of supplies, equipment and services from these
concerns and the CONTRACTOR encourages the SUBCONTRACTOR to participate in the
affirmative action policy.  SUBCONTRACTOR
agrees to report to the CONTRACTOR all such transactions for reporting to the
Government’s Contracting Officer.


 


15.0        WAGE DECISION


 


SUBCONTRACTOR shall comply with the Service Contract Act of 1965, as
amended and the current U.S. Department of Labor, Service Contract Act, Wage
Determination for Los Alamos, New Mexico Area, incorporated herein.


 


16.0        COMMUNICATION/CORRESPONDENCE


 


16.1         All
SUBCONTRACTOR communication/correspondence regarding this Subcontract shall be
addressed to the Subcontract Administrator with a copy to the Technical
Representative.  Subcontract
correspondence shall include the CONTRACTOR’S Subcontract number, SUBLET WORK
description, subject, and shall be sequentially numbered with an
alpha-numeric number and dated for identification.


 


17.0        LABOR RELATIONS POLICY


 


17.1         SUBCONTRACTOR
represents that its prehiring collective bargaining agreements, if any, contain
or will contain provisions that SUBCONTRACTOR has entered into or will enter
into a contract project agreement modifying such collective bargaining
agreements to provide that there shall be no strikes, slowdowns, picketing,
secondary boycotts or work stoppages during the performance of the SUBLET
WORK.  SUBCONTRACTOR will further
subcontract only to lower-tier subcontractors having similar provisions in
their collective bargaining agreements, if any. 
A copy of each such agreement shall be provided to the CONTRACTOR upon execution
of the contract agreement.


 


18.0        SUBCONTRACTOR’S REPRESENTATIVE


 


18.1         SUBCONTRACTOR
shall maintain, full time for the duration of the SUBLET WORK, a qualified and
capable PROJECT MANAGER who shall be available to the SUBCONTRACT ADMINISTRATOR
by telephone or in person onsite during performance of SUBLET WORK at all
times.  SUBCONTRACTOR’S Supervisor shall
be authorized to act on behalf of SUBCONTRACTOR and any instructions given to
him will be considered as having been given to the SUBCONTRACTOR.


 


18.2         SUBCONTRACTOR
shall submit to CONTRACTOR, for approval, resumes and work history for the
PROJECT MANAGER.  Continued acceptance of
these


 


9





















 


personnel will
be contingent on actual site performance. 
CONTRACTOR may require removal
and replacement of these personnel at any time during the progress of the
SUBLET WORK, if CONTRACTOR determines that the individuals continued
participation in the work effort will be detrimental to the completion of a
quality project in accordance with this SUBCONTRACT.


 


19.0        MATERIAL SAFETY DATA SHEETS (MSDS’S)


 


Material Safety Data Sheets are required and will be delivered to the
CONTRACTOR’S PROJECT Office and copies mailed to the address in Article 6.1
and 6.2.


 


20.0        KEY PERSONNEL


 


The following listed positions are key to the successful performance of
this subcontract.  The SUBCONTRACTOR
agrees to assign such persons to these positions to perform work under this
SUBCONTRACT and shall not reassign or remove any of them without the written
consent of the Subcontract Administrator. 
If the Subcontractor has to replace a key person due to attrition or
other reason, he is to submit for Contractor approval a person/employee of
substantially equal abilities and qualifications.


 


Project Manager: Suzanne Moore


 


21.0        QUALITY


 


It is the policy of CONTRACTOR to execute projects and deliver services
and products in conformance to the requirements agreed upon with Clients.  Anticipating, clearly understanding and
conforming to these agreed upon requirements is quality.  Subcontractors are expected to adopt a
standard of performance that demands conformance to the agreed upon
requirements.  This standard includes: 1)
clearly understanding the requirements, 2) providing required documentation and
technical submittals at the time specified, 3) delivering ordered quantities or
performing services at the time specified, 4) satisfying warranty obligations,
5) responding in a timely way to questions and 6) having a system in place to
assure that products or services meet the mutually agreed-upon
requirements.  In order to satisfy the
above-mentioned standard, CONTRACTOR and the SUBCONTRACTOR mutually agree to.  create an atmosphere to improve
communications, understand needs and requirements, exchange ideas and
information and cooperate in the solution of problems.


 


21.1         SUBCONTRACTOR
shall be responsible for all Quality Control Requirements which pertain to its
scope of work.


 


21.2         CONTRACTOR
will be responsible for Quality Assurance.


 


22.0        PROPERTY MANAGEMENT


 


KSL will not require the SUBCONTRACTOR to develop or implement a
property management system.  All
Government property that the SUBCONTRACTOR will use during his performance of
the SOW will be retained under the property management


 


10





















 


system of KSL.  But it is the
requirement of this SUBCONTRACT that the SUBCONTRACTOR will still be
responsible for loss or damage to any . 
Government property that they will use during the performance of the
SOW.  The SUBCONTRACTOR will still be
held accountable for Government property.


 


23.0        THE USE OF OFF-SITE PERSONNEL AND/OR
FACILITIES


 


During the performance of this SUBCONTRACT there may be such times that
support is requested by either the Subcontract Administrator or the Technical
Representative for personnel who normally do not perform work under this
SUBCONTRACT.  It is recognized that such
personnel may be located at offices with different cost structures and billing
rates.  In order to support this, at any time
the SUBCONTRACTOR receives a request for such support from either the
Subcontract Administrator and the Technical Representative or other authorized
parties, SUBCONTRACTOR must submit to the Subcontract Administrator, the Scope
of Work to be performed, and any deliverables which are to be submitted as part
of this work, also an estimate of the not-to-exceed (NTE) cost for the work
which will include justification and documentation of rates to be charged for
approval prior to incurring any costs. 
If the SUBCONTRACTOR proceeds with any work or incurs any cost prior to
receiving approval from the Subcontractor Administrator, he shall be doing so
at his own risk.


 


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STATEMENT OF WORK


 


Environmental
Services


 


(Eligible NAICS Codes-562910, 541620, 541330,

562910, 541380, 561210)


 


Introduction.  The subcontractor is responsible for
providing KSL with operational and quality services to ensure site-wide
environmental compliance with laws and regulations of the U.S. Government,
State of New Mexico, Los Alamos National Laboratory, and other relevant
authorities.


 


Please refer
to attachment 1 for a description of the KSL work at LANL.


 


The
Subcontractor must be able to obtain a favorable DOE Foreign Ownership, Control
or Influence determination from the Department of Energy.


 


The
Subcontractor’s Project Manager and essential personnel must be able to obtain
DOE security clearances at the ‘t” or “Q” level.


 


The
Subcontractor is expected to provide expertise in each of the major
environmental program areas described below, and to have sufficient qualified
staff available to accomplish the anticipated tasks.


 


The
Subcontractor’s work consists of a Base Program and a Work for Others
Program.  The Base Program is
currently funded at $1.2 million for FY 03 and consists of work that is in
direct support of KSL organizations.  The
Work for Others Program is incrementally funded by LANL work orders and
consists of environmental services that are ordered by LANL organizations.  Funding for the Work for Others Program can
vary significantly from year-to-year depending on LANL needs, budgets,
priorities, and other factors.


 


The work to be
accomplished each year for the Base Program will be defined in an Annual
Management Plan (AMP).  The AMP will
consist of the Subcontractor’s.  approved
budget for the year, and a description of the performance goals to be achieved
in each of the major program areas.  The
Subcontractor should be aware that budgets and performance goals may change during
the course of the year because of operational emergencies, LANL direction,
funding shortfalls, enactment of new laws, and other factors.


 


The KSL
Technical Representative will provide oversight and approval of contractor
activities and will be the point of contact for programmatic task review,
annual management plan implementation and project performance evaluation.  A review of performance against goals will be
conducted quarterly.


 


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MAJOR ENVIRONMENTAL PROGRAM AREAS OF THE

BASE PROGRAM AND THE WORK FOR OTHERS PROGRAM


 


1.             Water
and Wastewater


 


Maintain and improve operation of the KSL operated, State-certified
laboratory for coliform analyses that supports the Laboratory’s drinking water
program by providing the capability to perform coliform sampling, membrane
filtration tests, coliform confirmation testing, utilizing required quality
assurance practices, as specified by the New Mexico Regulations Governing Water
Supply.


 


Conduct studies on water complaints and stagnation problems as directed
to KSL by the Laboratory to assess microbiological quality, develop data, and
generate and implement recommendations.


 


Support DOE and the Laboratory’s National Pollutant Discharge
Elimination System (NPDES) permit compliance program by providing the
capability to perform sanitary wastewater analyses, including pH, BOD, COD,
TSS, and fecal coliform analyses, and to provide collection of sanitary samples
(wastewater and sludge), quality control, and operational monitoring of NPDES
sanitary wastewater discharges.  These
tests will adhere to the methodology in the specified editions of Standard
Methods for the Analysis of Water and Wastewater.


 


2.             Hazardous
and Solid Waste


 


Comply with applicable hazardous waste regulations by conducting
inspections, maintaining documentation, and following Subcontractor and
Laboratory procedures for the storage and disposal of waste.


 


3.             Storm
Water and Spill Prevention, Control, Containment (SPCC)


 


Develop, maintain, revise and monitor SPCC plans for KSL managed
facilities and work.  Provide inspection
services to assure operational compliance with approved plans.  Provide assistance to the KSL Engineering and
Construction departments for developing storm water plans for construction activities.


 


4.             Spill
Response and Mitigation


 


Provide trained personnel to respond to both post-emergency response
operations and non-emergency spills. 
Personnel will provide support on an as-needed basis at the direction of
the Laboratory’s Emergency Management and Response group or the designated “Recovery
Manager” for both post and non-emergency events.


 


5.             Pollution
Prevention and Waste Minimization


 


Implement pollution prevention plans and programs that comply with
applicable regulatory requirements. 
Examples include, but are not limited to, pollution prevention/waste
minimization strategies (such as chemical and solvent substitution,


 


2





















 


source reduction and segregation), and recycling.  The contractor will support LANL programs for
P2 (Pollution Prevention) and proactively integrate P2 strategies into KSL’s
work control process.


 


6.             Environmental
Management System


 


Complete development of, and implement the existing KSL environmental
management system (EMS).  The EMS is
intended to be consistent with the requirements of ISO 14001.  The EMS is approximately 90% complete.


 


7.             Air
Quality


 


Implement a written Air Quality Management Program to comply with Clean
Air Act requirements as defined in the Laboratory’s Title V Operating Permit.


 


Provide trained personnel to support the LANL Air Quality Group’s stack
monitoring program.  Program
responsibilities are to record airflow measurements using properly calibrated
measuring equipment.


 


8.             Radiological
characterization and sample preparation (This
work is not currently performed by KSL or the incumbent subcontractor, however,
KSL anticipates that this work may be performed in the future.)


 


Provide support to LANL groups by developing unique sampling protocols for
the preparation of sediment samples for radiological analyses.


 


Provide characterization and sample preparation services in
contaminated facilities that are scheduled for decommissioning,
decontamination, or demolition.  Related
services may include establishing characterization baselines, writing SOWs for
D&D work, and developing plans related to D&D procurements.  Provide environmental support to hazardous
operations such as clean up of radiological liquid waste tanks.


 


The work may also include providing Radiological Control Technicians
(RCT) who work under the LANL radiation protection program and provide
radiation protection services to KSL work activities.


 


Anticipated Tasks
(to be defined and prioritized in an Annual Management Plan)


 


1.             Operate
the NMED-certified microbiology laboratory (approximately 1100 square
feet).  Perform operational and perform
compliance testing on drinking water and wastewater.  Collect and analyze on average 46 membrane
filtration samples per month, perform BOD (biological oxygen demand), TSS
(total suspended solids), pH, and fecal coliform samples for NPDES compliance.


 


2.             Perform
RCRA inspections, site self-assessments. 
Monthly storage area compliance verification for 12 to 16 sites.


 


3





















 


3.             Coordinate
KSL activities with LANL’s storm water permit. 
Write storm water plans, verify implementation and perform inspections
on impacted projects as projects arise (number varies but can be as many as six
at a time during the July through September construction season).


 


4.             Provide
support to D&D, construction, and HAZWOPER projects.  Implement Site Health and Safety Plans
(SHASP), complete waste profiles, and manage waste for about 1,000 small
construction projects per year.


 


5.             Environmental
Management System and ISO 14001 development and operation.  Complete the KSL EMS plan and implement
company wide.  The EMS plan is about 90%
complete.


 


6.             Line
disinfections and construction project support services.  The number to be performed varies based on
construction activities but could be as high as 100 per year, including 1 or 2
major projects related to new construction of LANL facilities.


 


7.             NPDES
compliance and Wastewater Treatment Facilities support.  Collect Wastewater Treatment Plant acceptance
criteria samples, perform upstream monitoring, trouble shoot WWTP problems, and
maintain NMED Level 4 certifications. 
The WWTP has a design flow of 600,000 gallons per day and supports a
site population of about 15,000 people during normal working hours.


 


8.             Chemical
Inventory Surveillance and Review. 
Assess opportunities for hazardous waste reduction and elimination in
all areas of KSL work.


 


9.             Design
Review for construction projects.  Engage
in up-front planning and design of 10-20 projects per year to incorporate
pollution prevention methodologies. 
Design reviews will be based on potential environmental impacts
including energy use, water.  use, waste streams, and compliance
with CAA and CWA.


 


10.           Spill
response plans, SPCC implementation and oversight.  Provide 24-hour response capability, support
the KSL environmental response and recovery team (ERRT), and confirm SPCC
compliance.  Currently there are 6 SPCC plans.


 


11.           Radiological
characterization and sample preparation (optional).  Support LANL groups and/or KSL on special
projects, D&D, ER as requested. 
Currently, there are no requirements for this work.


 


12.           Waste
management coordination.  Support KSL
departments that generate waste to comply with requirements.  Most KSL waste streams are generated by Roads
and Grounds Department, Metal Fabrication Shop, Heavy Equipment Shop,
Stationary Equipment Shop, and the following craft work: carpentry, facility
mechanical work, electrical work, painting, and insulating.


 


13.           Radiological
Control Technicians (optional).  RCTs may
be requested to support special projects in LANL nuclear facilities.  Currently, there are no requirements for this
work.


 


4





















 


14.           Pollution
Prevention (P2) initiatives.  This work
includes waste reduction, reuse, and recycling. 
Apply P2 initiative to all aspects of KSL operations.  Ensure generators properly characterize waste
prior to disposal, (2 to 4 metric tons were generated in FY02).  Develop waste stream reduction
strategies.  Review and implement
strategies to eliminate or reduce waste.


 


15.           Air
emissions inventories and surveys. 
Oversee KSL operations for compliance with CM and Title V permit
requirements.  KSL operates an asphalt
plant and a steam-electric cogeneration plan with nominal output of 10 MW.


 


16.           Pesticide
usage and reporting guidance.  Provide
oversight of certified applicator activities and tracking of annual usage.


 


17.           Material
reuse and recycling.  Ensure compliance
with Executive Order 13101 “Greening the Government Through Waste Prevention,
Recycling, and Federal Acquisition Regulations”, and oversee salvage
operations.


 


18.           Oil
reuse and recycling.  Develop a site-wide
waste oil recycling program.  The current
program supports the Heavy Equipment and Stationary Equipment shops.  KSL desires to offer this service to all LANL
organizations.


 


19.           Underground
and above ground storage tank management (UST, AST).  Ensure compliance with 40 CFR 280.  KSL owns one UST and two AST’s.  Ensure implementation of SPCC plans for 2
>150K gallon ASTs.


 


20.           Cooling
tower management.  Provide technical
oversight for waste disposal, NPDES compliance, and water conservation.


 


21.           Refrigerant
Program oversight.  Provide services for
CAA Title VI- CFC management in accordance with LANL procedures.


 


22.           LANL
stack monitoring measurements. 
Measurements are taken about 60 times per year.  Equipment is calibrated monthly and
measurements are coordinated through LANL.


 


23.           Liaison
with LANL, DOE, NMED, EPA, and other regulatory agencies.  Maintain regular communication with relevant
regulatory agencies to provide updates on environmental programs and
accomplishments.


 


Subcontract Deliverables


 


1.             Annual
Price Proposal to be submitted by August 30, of each subcontract base
period beginning in 2004


 


2.             Quarterly
Contract Review


 


3.             Quarterly
EEO/AA Status Report


 


4.             Annual
Salary Increase Authorization request by August 30, 2003


 


5





















 


5.             Federal
Insecticide, Fungicide, Rodenticide Act (FIFRA) Compliance Report


 


6.             National
Pollutant Discharge Elimination System (NPDES) Sanitary Wastewater Test Results


 


7.             Los
Alamos National Laboratory Air Quality Operating Permit Reports


 


8.             Annual
overhead budget report to be submitted by August 1, of each year


 


9.             OSHA
200 Log — monthly and annual summary


 


10.           Monthly
Subcontractor Injury/Illness Report


 


Ad hoc
reports, special management reports, and other management information will be
required from time to time.


 


Attachment:


 


1)             KSL
Statement of Work


 


6





















 


GENERAL CONDITIONS

FOR

SUBCONTRACTED PROFESSIONAL SERVICES


 


1.             WORK OF THE SUBCONTRACTOR


 


1.1           All
Work shall be performed in accordance with sound and generally accepted
professional practices and industry standards by Professional, Managerial, and
administrative personnel fully qualified in the respective disciplines
required.


 


1.2           Subcontractor
shall have the complete Professional, Managerial, and Technical responsibility
for the validity, accuracy and reliability of the work performed, and its work
shall conform to all applicable codes, standards, statutes, rules and
regulations and the Task Order and Contract design criteria and definition.


 


1.3           Subcontractor
shall designate a Manager in charge of the Work as a whole on a continuous
basis and having authority with responsibility for providing adequate
supervision or direction to take
all action that may be required in performance of that Agreement.


 


1.4           Subcontractor
shall remove from the Work any person assigned whose work is not satisfactory
to Prime Contractor, but Subcontractor shall not remove or reassign its Manager
in charge of the Work or its other key personnel designated in the “Terms” of
this Agreement without the approval of Prime Contractor unless such person is
no longer employed by Subcontractor.


 


1.5           The
Work shall be performed at a location satisfactory to Prime Contractor and such
location shall not be changed without approval of Prime Contractor.  Prime Contractor shall have access at all
times to the location where Work is performed and to all of the drawings,
specifications, data, calculations, models, test results and specimens,
documents and other things related to the Work or to the Project as a whole.


 


2.             SCHEDULING


 


2.1           Subcontractor
shall perform the Professional, Management or Technical work expeditiously with
sufficient number -of qualified personnel to conform to Prime Contractor’s schedule and progress with the
Work on the individual Task Orders and the Contract as a whole.


 


2.2           As
required by the Project Manager, Subcontractor shall provide Prime Contractor a
detailed Schedule for performance of the Work and update such Schedule as
work on each of the Task Orders progresses subject to revision or approval by
Prime Contractor.


 


1





















 


3.             PROJECT SITE


 


3.1           Whenever
Subcontractor has employees performing the Work subject of this Agreement, at
any worksite, property of the Client, or of any third party.  Subcontractor shall comply with all
government laws and regulations with regard to safety, security and sanitation,
and shall be fully responsible for the safety of its personnel.  Subcontractor shall not create any hazards
for others, or the work of others, and shall conduct its work in a manner which
protects life, property and the environment.


 


3.2           If
Subcontractor is to furnish any items of equipment, machinery and materials
which are to become a permanent part of a Project required by a Task Order,
Subcontractor shall warrant that the equipment, machinery and materials will
perform as specified and are free from defects in workmanship and materials for
a period of one year after initial commercial operation of the equipment or
completion of the relevant Task Order, whichever is later, unless a different
period is stated in the ‘”Terms” of this Agreement.  With respect to items of machinery,
equipment, and materials manufactured by others, Subcontractor’s obligation
shall be limited to the terms of the best warranty obtainable from the
manufacturer.


 


4.             STANDARD OF PERFORMANCE


 


In the event Subcontractor’s services hereunder should not prove
satisfactory to Program Manager and Client, as a result of human error,
omission or otherwise, Subcontractor’s obligation resulting therefrom shall be
to perform corrective services of the type originally undertaken, provided such
corrective services are requested in writing by Program Manager or Client,
within the notice period and terms of compensation,
if any, for such work to be as required by Owner or Program Manager under the
Prime Contract.


 


5.             CHANGES


 


Prime Contractor may order changes in the work or conditions under
which the Work is to be performed or may increase or decrease the scope of work
to be performed by Subcontractor.  Such
additional work shall be performed under the same terms and conditions of the
base Agreement.


 


6.             DELAYS


 


Prime Contractor may require Subcontractor to suspend performance
hereunder completely or partially for whatever length of time Client and Prime
Contractor may elect.  The time for
completion shall be extended by an appropriate period that Subcontractor is
delayed by any cause beyond the Subcontractor’s reasonable control.  Prime Contractor and Client shall not be
liable for any damages, direct, and consequential or otherwise, suffered by
Subcontractor due to delays and suspensions. 
Subcontractor shall be obligated to proceed with the work
notwithstanding a dispute on reimbursement; such action shall not prejudice
either party’s claim with respect to reimbursement.


 


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7.             NOTICES.


 


Notices of changes, deficiencies, delays, claims or disputes shall be
in writing, and shall furnish full information to the extent available.  The party notified will acknowledge receipt
by endorsement of a copy if requested, or will otherwise confirm receipt in
writing.  To avoid difficulty in delivery
of notice, sufficient notice shall be deemed to
have been given by mailing by registered or certified mail or equivalent, to the
address shown in the Subcontract “Terms.”


 


8.             TERMINATION


 


8.1           If,
within seven (7) days written notice by Prime Contractor to Subcontractor
specifying any deficiency in the Work or the promptness with which the Work is
being performed, Subcontractor has not commenced to correct, and within a reasonable time has corrected, such
deficiency to the satisfaction of the Prime Contractor, Prime Contractor may
supplement the work of Subcontractor, or take over performance of the Work
temporarily or completely, with Prime Contractor’s own forces, or by contract
with others.


 


8.2           Prime
Contractor may terminate this Subcontract for convenience in those cases where
Client terminates the Prime Contract or the portion of the Prime Contract that
includes the Work.


 


8.3           If
work of Subcontractor is suspended or terminated by Prime Contractor,
Subcontractor will be paid for the work actually completed and accepted and for
acceptable costs incurred for partially performing and closing out work not
completed, but shall not be paid for the loss of profit or contribution to
overhead of work not performed by Subcontractor.


 


9.             ASSIGNMENT.  SUBCONTRACTING


 


9.1           Subcontractor
shall not assign this Subcontract or any funds due hereunder.


 


9.2           Subcontractor
shall not subcontract any portion of the Work without the, prior written approval of Prime Contractor
and without the prior written approval by the Prime Contractor of the form,
terms and conditions of the lower-tier Subcontract.


 


9.3           No
assignment or subcontracting, even with Prime Contractor’s approval, shall
relieve Subcontractor of any obligations hereunder, or create any contractual
relationship between such Sub-Subcontractor and Prime Contractor or Client.


 


9.4           Any
lower-tier Subcontractor shall assume unto Prime Contractor all of the
obligations of the Subcontractor as they relate to such portion of the Work.


 


9.5           Prime
Contractor may assign this Subcontractor to Client should the Prime Contract
give the option and Client elects to exercise such right.


 


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10.          RECORDS AND PAYMENTS


 


10.1         Subcontractor
shall maintain good accounting and personnel records reflecting performance of
the Work and shall preserve such records for a period of two years after
completion and acceptance of the Prime Contract as a whole.


 


10.1.1      Client
and Prime Contractor shall have the right to inspect and audit such part of the
records as relate to cost reimbursement or performance of labor related
provisions.  Such audit may also cover
Subcontractor’s procedures and controls with respect to the cost of the
Work.  Subcontractor shall assist in
making the above audits.


 


10.1.2      Copies
of documents and records supporting requests for payment or compliance with
labor related provisions shall be furnished to Prime Contractor with such
request or at such other times as Prime Contractor directs.  Payments will be made by Prime Contractor to
Subcontractor in accordance with the “Terms” of this Agreement.


 


10.2         The
cost of the Work to be reimbursed under this Agreement shall be only that
reasonably necessary to perform the work in an efficient manner in accordance
with the time schedule and shall not exceed the amount authorized by Prime
Contractor in the “Terms” of this Agreement.


 


10.3         Prime
Contractor shall make progress payments to Subcontractor monthly or at other
intervals specified in accordance with the Subcontract Terms.  Prime Contractor may withhold from those
progress payments ten percent (10%) of the amount earned until final completion
and acceptance of the Work.


 


10.4         Subcontractor
shall submit with its request for final payment evidence, including affidavits
and certificates, as may be requested by Prime Contractor, showing a) Work is
completed b) compliance with all requirements c) Payment of all bills, and d)
that no lien exists or could be claimed arising from the Work.


 


10.5         Notwithstanding
any other provision hereof, payment by Client to Prime Contractor is a
condition precedent to any obligation of Prime Contractor to make payment
hereunder.  Prime Contractor shall have
no obligation to make payments to Subcontractor for any portion of the Work for
which Prime Contractor has not received payment from the Client.


 


11.          BENEFITS & PAYROLL TAXES


 


Subcontractor’s compensation includes, and Subcontractor accepts
exclusive liability for the payment of all benefit contributions
and payroll taxes for all employees of Subcontractor engaged in the performance
of this Agreement.


 


12.          INDEMNITY


 


Subcontractor hereby indemnifies, holds harmless and will defend Prime
Contractor and Client from any loss, cost, damage, or liability from injury or
death of any person, including Subcontractor or its employees, or damage to any
property arising from or in


 


4





















 


connection with the Work whether or not there be concurring negligence
by Prime Contractor or Client, but Subcontractor does not hereby assume
responsibility for the sole negligence of Prime Contractor or Client.


 


13.          INSURANCE


 


Without in any way limiting Subcontractor’s liability hereunder,
Subcontractor shall maintain the following insurance in form and with
underwriters satisfactory to Prime Contractor:


 


13.1         Worker’s
Compensation as prescribed by applicable law.


 


13.1.1      Employer’s
Liability Insurance shall be not less than $100,000 per occurrence.


 


13.2         Comprehensive
or Commercial General Liability (Bodily Injury and Property Damage) Insurance
written on a comprehensive form of policy of at least $500,000 per occurrence.


 


13.3         Automobile
Bodily Injury and Property Damage Liability Insurance written on a
comprehensive form of policy providing minimum coverage in the amounts of
$200,000 per person and $500,000 per occurrence for bodily injury and of
$20,000 per occurrence for property damage in connection with the operation of
all automobiles used in connection with subcontract performance


 


13.4         Professional
Liability insurance with an amount no less than $1,000,000 if the Subcontract
is for professional services such as those performed by doctors, lawyers, and
architect-engineers or as required by the Subcontract Administrator


 


13.5         The
above policies shall name KSL Services JV, the University of California and the
U.S. Government as additional insured.


 


13.6         The
above policies shall include a waiver of subrogation in favor .of KSL Services JV, the university of
California and the U.S. Government.


 


14.          PATENTS AND PROPRIETARY RIGHTS


 


Subcontractor indemnifies Prime Contractor and Client against any loss,
cost or liability for infringement by Subcontractor of any patent or proprietary
rights involving any information, items of equipment, materials, or services
furnished hereunder.


 


15.          LAWS


 


This Subcontract is entered into in Los Alamos, New Mexico and shall be
construed and governed by the laws of the State of New Mexico.  Subcontractor shall comply with all laws,
statutes, ordinances, rules and regulations of any governmental entity
having jurisdiction, and Subcontractor shall indemnify and hold harmless the
Client and Prime


 


5





















 


Contractor from any fines, penalties, costs or liability arising from
Subcontractor” failure to comply therewith.


 


16.          TITLE


 


Title to all drawings, specifications, reports, test results and
specimens, plans, data and work product of Subcontractor arising hereunder
shall be in .Prime Contractor, or if Prime Contractor so designates, in Client.


 


16.1         All
discoveries, inventions, patents, know-how, trade secrets, computer programs,
or other proprietary information generated hereunder shall be the property of
Prime Contractor, or if Prime Contractor so designates, of Client, and
Subcontractor will take appropriate action to assign and transfer same to Prime
Contractor or Client.


 


16.2         Subcontractor
will, if requested, execute Prime Contractor’s Standard’ Secrecy Agreement (a
copy of which is available on request) and will, if requested, cause each of
its employees assigned to the Work to execute Prime Contractor’s Standard
Secrecy Agreement for Employees (a copy of which is available on request).


 


16.3         Subcontractor
and Subcontractor’s employees will limit access to Client’s and Prime
Contractor’s technical information to Subcontractor’s employees who reasonably
require the same for performance of work pursuant to this Agreement.


 


16.4         At
Prime Contractor’s request, Subcontractor will return to Engineer all drawings
and written materials furnished to Subcontractor by Client or Prime Contractor,
including all copies thereof, if any, made by Subcontractor except that
Subcontractor may retain one copy of the same in its files for record purposes
only.


 


17.          INTEGRATION


 


17.1         This
Subcontract shall be valid and in force when signed by both parties and
delivered and the parties understand that thereafter no person is authorized to
amend this Subcontract except by agreement in writing and signed with equal
formality.  These General Conditions may
be modified by the Subcontract Terms, and as so modified it is intended that
all Terms and Provisions of this Subcontract shall be construed in harmony and
with equal dignity and effect.


 


17.2         Headings
of sections and other parts of this Agreement are for quick reference only and
are not to be construed as a part of this Agreement.  In some instances, a section or part
contains provisions not covered by the heading thereof.  In other instances, a section or part
contains provisions that are described in the heading of another section or
part.


 


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18.          AMENDMENTS


 


No representative of Prime Contractor, other than an officer, has
authority to change, amend or supplement this Agreement of Contract or make any
Agreement or Contract on behalf of Prime Contractor or Client, and no
contractual relationship exists between Subcontractor and Client.


 


7





















 


KSL SERVICES, JV FALL PREVENTION PROGRAM


 


Purpose


 


To provide
guidelines for maximum protection for all personnel against falls.


 


Goal


 


Achieve 100%
Fall Protection for all personnel when working above ground level.


 


Responsibility


 


Project
Management and front line supervision are responsible for supporting and
enforcing this program to ensure 100% compliance by all personnel.  The Project Safety Department shall have full
authority to ensure 100% enforcement of the program.  The Safety Department’s primary
responsibility however, will be to support crafts and to monitor the program
for compliance and advising Project Management.


 


Total Safety
Task Instruction (TSTI)


 


Total Safety
Task Instruction is to be given to each person assigned work in elevated
areas.  Supervisors must analyze all
elevated tasks as to fall protection needs and to ensure adequate fall
protection systems are provided.  After
analyzing, the tasks supervisors shall instruct personnel involved in the
specifics of the fall protection measures to be used.


 


Procedures


 


All personnel
on this project will be required to wear an approved full body harness and
shock absorbing lanyard or an approved safety belt with a shock absorbing
lanyard.


 


Crafts/departments
shall make maximum use of primary fall protection systems such as scaffolds,
aerial lifts, personnel hoists, etc. 
These systems shall be equipped with complete working/walking surfaces
free of floor openings, standard guard rail systems and a safe means of access.


 


Personnel
traveling or working in elevated areas where a fall exposure exists shall make
use of secondary fall protection in securing their safety lanyard at all times
to a structure, lifeline or approved fall arresting device capable of
supporting 5400 pounds.


 


Personnel working
from or traveling in powered work platforms or personnel lifting/hoisting
devices shall also properly secure their safety lanyards as noted in procedures
below.


 


Personnel
working from or traveling in powered work platforms or personnel lifting/hoisting
devices shall also properly secure their safety lanyards as noted in procedures
below.


 


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NOTE:           PERSONNEL
TRAVELING IN CONSTRUCTION ELEVATORS ARE NOT REQUIRED TO SECURE SAFETY LANYARDS.


 


Fall protection
devices such as lifelines, safety harnesses/lanyards, etc., shall be inspected
on a regular basis for damage and/or deterioration.  Defensive equipment shall be removed from
service and destroyed or in some cases repaired.


 


Fall
prevention devices and systems shall not be used for any other purpose other
than employee safe guarding.


 


Subcontractors
shall comply with the requirements set forth in this program a minimum for fall
protection.


 


Fall
Protection Devices


 


1.             Primary
Fall Prevention Systems


 


These systems provide walking and working surfaces in elevated areas
which are free from floor openings and are equipped with standard guard rail
systems on all open sides and with closure apparatus for ladder openings or
other points of access when required.  These systems include but are not limited to:
scaffolds, pencil boards, aerial lifts (JLG, scissor lifts, etc.) and other
approved personnel hoisting devices.


 


Standard guard rail systems consist of a top rail of 2 X 4 lumber or
equivalent material approximately forty-two inches (42”) above the
walking/working surface, a mid rail at approximately twenty-one inches (21”)
above said surface.  Upright support post
spacing must not exceed eight feet (8’) and the entire system must be capable
of supporting 200 pounds force in any direction with minimum deflection.  These systems are used to guard open sides of
floors, platforms and walkways in elevated areas.


 


Floor opening/hole covers are used to close opening and holes in
floors, platforms and walkways.  These
covers must be capable of supporting the maximum potential load they may be
subjected to.  The cover must completely
cover the opening/hole and be secured against accidental displacement.  These covers must be marked “HOLE COVER - DO NOT REMOVE”


 


2.             Secondary
Fall Protection Systems - Safety Harness/Lanyard Systems


 


These systems must be worn and used as a backup to Primary Fall
Protection Systems noted above and in the absence of Primary Systems.


 


Only safety harnesses/lanyard systems furnished by Brown &.  Root may be used on this project.  Personal safety harnesses/lanyard systems may
not be used.


 


Subcontractors shall provide appropriate fall protection for fall
protection.  Lanyards must be of the
shock absorbing type when used for fall protection


 


2





















 


The fall protection lanyard shall be attached to the d-ring located in
the middle back of the safety harness.


 


D-rings located at the waist may only be used for positioning and with
rail type ladder climbing devices.


 


Work positioning lanyards are to be attached to d-rings at the waist
belt location and be supported by an appropriate work belt.  Positioning lanyards need not be of shock
absorbing type and must not be used for fall protection.  The positioning lanyard must always be backed
up by a properly secured shock absorbing fall protection lanyard.


 


Lifelines


 


Lifeline
systems are points of attachment for fall protection lanyards and must be
capable of supporting at least 5400 pounds. 
Lifelines may be mounted either vertically or horizontally and are
generally intended to provide mobility to personnel working elevated
areas.  Horizontal Lifelines must be made at least three eighths inch (3/8”) wire
rope cable properly supported to withstand at least 5400 pounds impact.  Alternate materials for specific cases
(e.g.  use of synthetic fiber rope) must
be okayed by the Project Safety Department.


 


Horizontal Lifelines should be positioned so
as to provide points of attachment at waist level or higher to personnel
utilizing them.


 


Lifelines
shall not be used for any purpose other than fall protection.


 


Horizontal
Lifelines shall be installed and maintained by the Project Rigging/Structural
Department.  (NOTE: Other crafts must
obtain Safety Department approval to install alternate material lifeline lines
noted above).


 


Vertical
Lifelines are used for personnel fall protection when vertical mobility is
required and may be comprised of static lifelines made of synthetic fiber rope
or cable which are equipped with approved sliding rope grabs or they may
consist of self retracting reel type lanyard/lifelines which are attached
directly to a safety harness.


 


Static rope
lifelines with rope grabs are required for personnel working from
spiders/ski-climbers and two point suspension scaffolds.  These types of lifelines can also be used to
provide fall protection for other operations such as scaffold erection and
structural steel erection where tie off points are limited and vertical mobility
is required.


 


Sliding rope
grabs approved for the size rope used are the only method for securing a safety
lanyard to a vertical lifeline.  Lanyards
shall not be attached to lifelines by means of knots or loops.


 


Rope grabs
shall be positioned on the lifeline at lease above the shoulders of the
user.  Other devices which can be used
are:


 


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•                                          Safety
Nets


 


Safety nets may be used in some situations as secondary fall
protection.  Use and installation of nets
when required will be under direction of the Project Safety Department.  The Structural/Rigging Department is
responsible for net installation when required.


 


•                                          Connectors
Toggles


 


These devices lock into structural steel bolt holes to provide an
attachment point for a safety lanyard. 
These devices are to be used by structural iron connectors and bolt up
personnel during steel erection.


 


•                                          Concrete
Form Tie-Offs


 


These devises attach to patented concrete forms to provide an
attachment point for safety lanyards. 
These devices are to be used when placing concrete forms at elevations
where a fall exposure exists.


 


Lifeline Placement/Installation


 


1.             Horizontal
Lifelines


 


All horizontal lifelines placed in skeletal steel structures (e.g.  pipe racks, etc.) shall be three-eighths inch
(3/8” cable as a minimum and shall be secured on each end by at least two (2) cable clamps.  Intermediate supports shall be adequate to
minimize sag and vertical deflection under loading.


 


Horizontal lifelines shall be installed and maintained by the
Rigging/Structural Department.


 


Priority shall be given to lifeline placement as structures are
erected.


 


Lifelines shall be arranged to provide adequate mobility in all areas
of the structure while maintaining 100% fall protection for personnel.


 


Lifelines should be used arranged to provide tie off points at lease
waist high for personnel using them.


 


Lifelines shall not be used for any purpose other than fall protection.


 


Personnel installing lifelines shall be protected from falls at all
times by use of retractable lanyards or tie off to structural steel, etc.


 


The Rigging/Structural Department shall schedule regular documented
inspections of all lifelines at least weekly.


 


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Vertical Lifelines/Retractable Lifelines


 


1.             Static
Rope


 


Static rope lifelines shall be of synthetic fiber rope approved and
maintained by the Project Safety Department.


 


Static rope lifelines must be used with
approved rope grabs for, lanyard attachment.


 


Static rope lifelines must be anchored at the
top by means capable of supporting 5400 pounds.


 


NOTE: SOFTENERS SHOULD BE USED WHERE LIFELINES CONTACT - SHARP EDGES
SUCH AS BEAM FLANGES.


 


Static rope lifeline/rope grabs will be
placed for each person working from or riding in spiders/ski-climbers or two
point suspension scaffolds.  Each person
must have an individual lifeline.


 


Retractable Reel Lifelines


 


Retractable lifeline devices shall be
attached to supports capable of withstanding 5400 pounds impact loading.


 


Retractable lifeline devices shall be secured
by means of shackles and wire rope chokers or synthetic slings.  ROPE (synthetic or natural fiber) SHALL NOT
BE USED TO SECURE THESE DEVICES.


 


Each retractable lifeline device shall be
equipped with a rope tag line for extending the device to elevations below the
point of attachment.


 


Retractable lifeline shall be placed at the
top of every temporary construction ladder which is to be used for repeated access/egress
to elevations.


 


Retractable lifelines shall also be used to
provide fall protection to structural iron workers during erection prior to
installation of other fall protection systems.


 


Ladders


 


Permanent
caged structural ladders may be ascended or descended without additional fall
protection.


 


Temporary
construction ladders shall extend at lease thirty-six (36”) above their
uppermost landing and be secured against displacement.


 


When ascending
or descending ladders personnel shall use both hands.  Materials or tools shall not be carried in
hands while using ladders.


 


All temporary
construction ladders placed for repeated access/egress to elevations shall be
equipped with retractable lifelines. 
Personnel using these ladders shall secure the retractable lifeline to
their harness while ascending or descending the ladder.


 


5





















 


Retractable
lifelines reels shall be secured above the highest point of access to
applicable ladders and be equipped with tag line of one-forth inch (1/4”)
synthetic fiber rope extending from the lifeline reel to the ground when the
reel is fully retracted.


 


Portable
ladders (e.g.  extension ladders, step
ladders, etc.) do not require the retracting lifeline when they are used for
access to an elevation to perform a single task.  when using these types of ladders in this way
the following must be complied with:


 


•                                          Personnel
using the ladder must receive specific TSTI concerning the use of portable
ladders and associated fall protection techniques.


 


•                                          Personnel
climbing ladders which are not tied off at the top must have another person
hold the ladder at the bottom until it can be secured.  This includes the last trip down after
untying a ladder at the top.


 


•                                          Upon
climbing to the elevation where the task is to be performed the person on the
ladder properly secure their safety lanyard before doing anything else.  Next, the ladder must be tied off before work
can be begin.  When the task is complete
the process is reversed with the safety lanyard being the last protective
device released prior to descent.


 


•                                          Absolutely
no objects, tools, or material are to be carried in hands while climbing or
descending ladders.


 


Temporary Lifts/Hoisting Devices


 


Every efforts
shall be made to ensure all temporary platforms/walkways are equipped with
solid decks free of openings and standard guard rail systems.


 


Personnel
working from temporary platforms or traveling on temporary -catwalks shall have
their safety lanyard secured at all times to a lifetime of structure capable of
supporting 5400 pounds impact loading.


 


Every
temporary work platform or walkway must be provided with a safe means of
access/egress which allows personnel to remain tied off at all times.  Retractable lifelines shall be used to
achieve fall protection while ascending or descending access ladders to
temporary work platforms or walkways.


 


Personnel Lifts/Hoisting Devices


 


1.             Aerial
Lifts (JLG, Scissors, Snorkel, Etc.)


 


Personnel riding in or working from these lifts must secure their
safety lanyard to the lift basket at all times.


 


Lifts shall be placed on solid level surfaces so as to eliminate
possibility of overturning.


 


6





















 


2.             Spider
And Ski-Climbers


 


Personnel -riding in or working from these hoisting devices shall each
be provided an independent lifeline and rope grab to which their lanyard shall
be secured at all times when aloft.


 


3.             Crane
Hoisted Personnel Baskets


 


Use of these devices shall comply with the safety procedures set forth
in the Project Procedures Manual.


 


Personnel riding in or working from personnel baskets must have their
lanyard secured to the basket when aloft.


 


4.             Elevators


 


Personnel riding inside enclosed elevator cars are not required to
secure their safety lanyard.


 


Skeletal Steel/Open Structures


 


This section deals
with fall protection when personnel are required to gain access to travel and
work in skeletal steel/open structures such as pipe racks.  This includes traveling on or working on any
elevated surface which is not designed as a personnel work surface or walkway
(e.g.  pipe, cable tray, etc.).


 


Personnel
working or traveling in elevated skeletal steel/open structures shall secure
their lanyards to a lifeline or structure capable of supporting 5400 pounds at
all times (10% fall protection).  NOTE:
THIS INCLUDES BOTH HORIZONTAL AND VERTICAL TRAVEL.


 


Personnel
working or traveling in skeletal steel/open structures shall have two (2) safety
lanyards at all times in order to achieve 100% fall protection.  One of the lanyards must be secured at all
times.


 


Adequate
lifeline system will be provided skeletal/open structures to allow 100% fall
protection for personnel working or traveling in these structures.  The Rigging/Structural Department shall be
responsible for installation and maintenance of these lifelines.


 


Vertical
travel in these structures shall, consist of properly placed and secured access
ladders equipped with retractable lifelines. 
Personnel -climbing or descending these ladders shall secure these
retractable lifelines to their safety harnesses while using the ladder.


 


In lieu of
lifelines personnel may secure safety lanyards to substantial structural steel
members, pipe and pipe supports. 
Personnel shall avoid securing lanyards to cable tray, conduits and
small bore screw pipe.


 


7





















 


Permanent Structures/Stairs/Caged Ladders


 


All BRS and
subcontractor personnel are required to wear an approved full body safety
harness and shock absorbing lanyard or an approved safety belt with a shock
absorbing lanyard.  THIS REQUIREMENT
INCLUDES COMPLETED PERMANENT STRUCTURES.


 


Personnel
working or traveling in complete permanent structures where fall protection
exist such as floor openings and open sided floors must be properly tied off
within six feet (6’) of any fall exposure.


 


Priority shall
be given to installation and securing of permanent floors and walking surfaces
and all guard rails and other permanent fall protection devices.


 


When required
temporary guard rails and floor covers shall be installed to eliminate fall
exposures.


 


Only personnel
of the Rigging/Structural Department responsible for steel erection are allowed
on elevated floors and with fall exposures, such as floor openings or open
sided floors.


 


Permanent
stairs when completed shall be used to access or egress elevated work areas.


 


Caged ladders
do not require secondary fall protection as the cage is a fall protection
device.  Personnel climbing ladders must
keep both hands free of climbing at all times.


 


Structural Steel Erection


 


Personnel
erecting structural steel shall achieve 100% fall protection through use of
safety harness/lanyards, retractable lifelines, connectors toggles and aerial
lifts ALG, snorkel, etc.).


 


Access to
structural steel shall be obtained by use of ladders, aerial lifts or other
approved personnel hoisting devices. 
Climbing of structural steel members such as columns and diagonal braces
shall not be allowed.


 


Prior to and
during horizontal lifeline placement structural personnel shall crawl (coon)
steel members with lanyards secured around said members.  Retractable lifelines secured at elevations
above the point of operation may be used in some applications to provide fall
protection prior to availability of horizontal lifelines.


 


When lanyard
lengths longer than standard are required due to large steel members the
Project Safety Department shall be contacted to approved methods for obtaining
the additional length.


 


Reinforcement Steel/Concrete Form Work


 


Personnel
working on rebar walls, piers and on concrete form walls must have fall
protection 100% of the time they are off the ground.


 


This fall
protection can be achieved through the use of retractable lifelines, static
lifeline and rope grabs or use of double lanyards.


 


8





















 


Personnel
working rebar or formed walls and elevated piers generally require a work
positioning lanyard (cannot be used for fall protection) and a fall protection
lanyard.


 


On vertical
rebar walls the safety lanyard shall be secured at a point above the workers
head, either to a lifeline or a horizontal section of rebar.


 


On form walls
personnel shall use patented construction form tie-off attachments or lifelines
to secure their safety lanyards.  These
persons shall receive specific TSTI on the equipment to be use and the fall
protection practices to be used.


 


Rigging/Crane Assembly and Dismantling


 


Crane assembly-dismantling operations pose a challenge to the 100% fall
prevention program.  However, through
thought and planning maximum protection can be achieved.


 


Fall
protection shall be obtained during these operations through the use of
retractable lifelines, safety harnesses and lanyards and minimizing movement in
elevated areas by using ladders in some personnel lifts.


 


9





















 


NOTICE TO SUBCONTRACTOR EMPLOYEES


 


ILLEGAL DRUGS.  ALCOHOL AND
FIREARMS POLICY

FOR CONTRACTORS


 


The Policy of
KSL SERVICES, JV regarding illegal drugs and controlled substances, alcoholic
beverages, and firearms is:


 


1.             The use, possession,
distribution, purchase or sale of any illegal drugs or other controlled
substances by any person while on KSL SERVICES, JV premises or project sites,
engaged in KSL SERVICES, JV business or while operating KSL SERVICES, JV
equipment is prohibited.


 


2.             The use of any
illegal drug or other controlled substances or alcohol which causes or
contributes to unacceptable job performance or unusual job behavior is
prohibited.


 


3.             The use, possession,
transportation, or sale of explosives, unauthorized flammable materials,
firearms, or other weapons by SUBCONTRACTOR, its subcontractors or their
employees while on KSL SERVICES, JV premises or project sites, engaged in KSL
SERVICES, JV business or while operating KSL SERVICES, JV equipment is
prohibited.


 


4.             The unauthorized use,
possession, transportation, or sale of alcoholic beverages by SUBCONTRACTOR,
its subcontractors or their employees while on KSL SERVICES, JV premises or
project sites, or while operating KSL SERVICES, JV equipment is prohibited.


 


SUBCONTRACTOR’S
employees shall abide by this Policy. 
Any person violating this Policy shall be removed from KSL SERVICES, JV
premises or project sites, and may be denied future access to KSL SERVICES, N
premises or project sites.  In addition,
KSL SERVICES, JV may suspend work or, in repeated or serious situations,
terminate a subcontract as a result of violation of this Policy.  In appropriate cases, local law enforcement
agencies may be advised of violation.


 


In support of
this Policy, KSL SERVICES, JV may conduct or require searches and require
screens as set forth in the following:


 


SEARCH


 


Without prior
announcement, and at any time, KSL SERVICES, JV may carry out reasonable
searches of individuals and their personal effects when entering KSL SERVICES,
JV premises or project sites, while on KSL SERVICES, JV premises or project
sites, and when leaving KSL SERVICES, JV premises or project sites.  Unless prohibited by applicable law, KSL
SERVICES, JV may require SUBCONTRACTOR to search its employees or
subcontractors’ employees before entering KSL SERVICES, JV premises or project
sites, engaging in KSL SERVICES, JV business or operating KSL SERVICES, JV equipment.  Entry onto KSL SERVICES, JV premises or
project sites constitutes consent to a search of the person and his/her
personal effects, including, without limitation, packages, briefcases, purses,
lunch boxes and vehicle, or any office, locker, closet or desk.  Refusal to cooperate shall be cause for not
allowing that individual on KSL SERVICES, JV premises or project sites.


 


1





















 


SCREEN


 


Unless
prohibited by applicable law, KSL SERVICES, JV may require SUBCONTRACTOR to
conduct a controlled substance and/or alcohol screen on any of its employees or
subcontractors’ employees while on KSL SERVICES, JV premises or project sites,
engaged in KSL SERVICES, IV business, or operating KSL SERVICES, JV
equipment.  In addition, KSL SERVICES, JV
may require SUBCONTRACTOR to conduct a controlled substance and/or alcohol
screen on any of its employees or its subcontractors’ employees before entering
KSL SERVICES, IV premises or project sites, engaging in KSL SERVICES, JV
business or operating KSL SERVICES, JV equipment.  Prior written consent shall be obtained from
any person who is to be screened.  A
positive screen on SUBCONTRACTOR or a subcontractor employee or failure to give
written consent for a screen shall be cause for removal from KSL SERVICES, JV
premises or project sites, and shall result in the SUBCONTRACTOR or
subcontractor employee being restricted or disqualified from performing
services for KSL SERVICES, JV.


 


NOTIFICATION OF SEARCH AND/OR SCREEN BY SUBCONTRACTOR


 


Prior to
conducting a search and/or screen of its or its subcontractors’ employees on
KSL SERVICES, JV premises, SUBCONTRACTOR shall notify GENERAL CONTRACTOR and
the local KSL SERVICES, JV facility manager.


 


DEFINITIONS


 


As used
herein, “controlled substance” specifically includes opiates, including heroin;
hallucinogens, including marijuana, mescaline, and peyote; cocaine; PCP; and
prescription drugs, including amphetamines and barbiturates, which are not
obtained and used under a prescription lawfully issued to the person possessing
them or which are not authorized by the KSL SERVICES, JV Medical Staff; and any
other substance included in the Federal Controlled Substances Act or its
regulations, or unlawful under applicable law.


 


As used
herein, controlled substance or alcohol “screen” means any test using blood,
urine, breath or other samples to determine the presence of controlled
substances or alcohol in the body.


 


As used
herein, “KSL SERVICES, JV premises” is used in the broadest sense, and includes,
but is not limited .to, all land, property, buildings, structures,
installations, KSL SERVICES, JV operated service stations (but not KSL
SERVICES, JV owned stations operated by independent dealers), vehicles,
equipment, aircraft, and water craft owned, leased, or in any other manner
being used by KSL SERVICES, JV for any purpose.


 


As used
herein, “KSL SERVICES, JV project site” is used in the broadest sense, and
includes all sites or properties on which KSL SERVICES, JV its affiliates
and/or associated firms, and/or SUBCONTRACTORS or other firms, are performing
work or any kind.


 


DRUG AND ALCOHOL RANDOM SECURITY
SEARCH POLICY


 


All
SUBCONTRACTOR personnel assigned to KSL SERVICES, JV work shall be mentally and
physically capable of performing their assigned duties competently and
safely.  Therefore,


 


2





















 


SUBCONTRACTOR
and its.  subcontractors shall have
procedures which allow screening of all employees for controlled substances and
alcohol while on KSL SERVICES, N premises or project sites, in KSL SERVICES,
N.  equipment or while engaged in KSL
SERVICES, JV business.  KSL SERVICES, JV “Illegal
Drugs, Alcohol and Firearms Policy for Contractors” (Policy) is stated, and “Controlled
Substances,” “Screen,” and “KSL SERVICES, JV premises” are defined, in the
attached Notice to Contractor Employees.


 


KSL SERVICES,
N has occasionally suffered the loss of equipment and confidential data from
its work locations.  Such losses will not
be tolerated.  Therefore, KSL SERVICES, N
may conduct searches to ensure compliance with its Policy as outlined on the
attached Notice to Subcontractor Employees.


 


To facilitate
compliance with KSL SERVICES, N Policy, SUBCONTRACTOR should take the following
steps:


 


1.             Advise
all employees and/or subcontractors of KSL SERVICES, N Policy of searches
without prior notice and that any person found in violation of the Policy shall
be denied access to KSL SERVICES, N premises and project sites.


 


2.             Give
to each employee and/or subcontractor, the enclosed Notice to Contractor
Employees for his or her review.


 


3.             Screen
employees and subcontractors before assigning them to KSL SERVICES, N premises
or project sites, bearing KSL SERVICES’S, JV Policy in mind.


 


SUBCONTRACTOR
shall immediately remove from KSL SERVICES, JV premises any of its or its
subcontractors’ personnel found to be in violation of the Policy.  Such personnel may be denied future access to
KSL SERVICES, JV premises or project sites. 
Any illegal or unauthorized drugs, intoxicating beverages, firearms,
weapons, or KSL SERVICES, JV property discovered as a result of KSL SERVICES,
JV searches may be confiscated and may be turned over to law enforcement
agencies.


 


If your
personnel fail to comply with KSL SERVICES, JV Policy, it may become necessary
to take remedial action, including termination of this Subcontract.


 


Your
cooperation in implementing and enforcing this Policy is appreciated.  Please execute and return.


 


Understood and
accepted this         day of              ,
2003


 


	
  Firm Name:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
									



 


3





















 


INSERT CERTIFICATE LIABILITY OF INSURANCE


 


1





















 


GENERAL CONDITIONS

FOR

SUBCONTRACTED PROFESSIONAL SERVICES


 


1.             WORK Of THE SUBCONTRACTOR


 


1.1                                 All
Work shall be performed in accordance with sound and generally accepted
professional practices and industry standards by Professional, Managerial, and
administrative personnel fully qualified in the respective disciplines required.


 


1.2                                 Subcontractor
shall have the complete Professional, Managerial, and Technical responsibility
for the validity, accuracy and reliability of the work performed, and its work
shall conform to all applicable codes, standards, statutes;, rules and regulations and
the Task Order and Contract design criteria and definition.


 


1.3                                 Subcontractor
shall designate a Manager in charge of the Work as a whole on a continuous
basis and having authority with responsibility for providing adequate
supervision or direction to take all action that may be required in performance
of that Agreement.


 


1.4                                 Subcontractor
shall remove from the Work any person assigned whose work is not satisfactory
to Prime Contractor, but Subcontractor shall not remove or reassign its Manager
in charge of the Work or its other key personnel designated in the “Terms” of
this Agreement without the approval of Prime Contractor unless such person is
no longer employed by Subcontractor.


 


1.5                                 The
Work shall be performed at a location satisfactory to Prime Contractor and such
location shall not be changed without approval of Prime Contractor.  Prime Contractor shall have access at all
times to the location where Work is performed and to all of the drawings,
specifications, data, calculations, models, test results and specimens,
documents and other things related to the Work or to the Project as a whole.


 


2.             SCHEDULING


 


2.1                                 Subcontractor
shall perform the Professional, Management or Technical work expeditiously with
sufficient number of qualified personnel to conform to Prime Contractor’s schedule and
progress with the Work on the individual Task Orders and the Contract as a
whole.


 


2.2                                 As
required by the Project Manager, Subcontractor shall provide Prime Contractor a
detailed Schedule for-performance of the Work and update such Schedule as
work on each of the Task Orders progresses subject to revision or approval by
Prime Contractor to coordinate the Work with the overall rate of Prime
Contractor and other participants in the Task Order and Contract as a whole.


 


1





















 


3.             PROJECT SITE


 


3.1                                 Whenever
Subcontractor has employees performing the Work subject of this Agreement, at
any worksite, property of the Client, or of any third party.  Subcontractor shall comply with all
government laws and regulations with regard to safety, security and sanitation,
and shall be fully responsible for the safety of its personnel.  Subcontractor shall not create any hazards
for others, or the work of others, and shall conduct its work in a manner which
protects life, property and the environment.


 


3.2                                 If
Subcontractor is to furnish any items of equipment, machinery and materials
which are to become a permanent part of a Project required by a Task Order,
Subcontractor shall warrant that the equipment, machinery and materials will
perform as specified and are free from defects in workmanship and materials for
a period of one year after initial commercial operation of the equipment or
completion of the relevant Task Order, whichever is later, unless a different
period is stated in the “Terms” of this Agreement.  With respect to items of machinery,
equipment, and materials manufactured by others, Subcontractor’s obligation shall be limited to the terms of the
best warranty obtainable from the manufacturer.


 


4.             STANDARD OF PERFORMANCE


 


In the event Subcontractor’s services hereunder should not prove
satisfactory to Program Manager and Client, as a result of human error,
omission or otherwise, Subcontractor’s obligation resulting therefrom shall be
to perform corrective services of the type originally undertaken, provided such
corrective services are requested in writing by Program Manager
or Client, within the notice period
and terms of compensation, if any, for such work to be as required by Owner or
Program Manager under the Prime Contract.


 


5.             CHANGES


 


Prime Contractor may order changes in the work or conditions under
which the Work is to be performed or may increase or decrease the scope of work
to be performed by Subcontractor.  Such
additional work shall be performed under the same terms and conditions of the
base Agreement.


 


6.             DELAYS


 


Prime Contractor may require Subcontractor to suspend performance
hereunder completely or partially for whatever length of time Client and Prime
Contractor may elect.  The time for
completion shall be extended by an appropriate period that Subcontractor is
delayed by any cause beyond the Subcontractor’s reasonable control.  Prime Contractor and Client shall not be
liable for any damages, direct, and consequential or otherwise, suffered by
Subcontractor due to delays and suspensions. 
Subcontractor shall be obligated to proceed with the work
notwithstanding a dispute on reimbursement; such action shall not prejudice either
party’s claim with respect to reimbursement.


 


2





















 


7.             NOTICES


 


Notices of changes, deficiencies, delays, claims or disputes shall be
in writing, and shall furnish full information to the extent available.  The party notified will acknowledge receipt
by endorsement of a copy if requested, or will otherwise confirm receipt in
writing.  To avoid difficulty in delivery
of notice, sufficient notice shall be deemed to have been given by mailing by
registered or certified mail or equivalent, to the address shown in the
Subcontract “Terms.”


 


8.             TERMINATION


 


8.1                                 If,
within seven (7) days written.  notice by Prime Contractor to
Subcontractor specifying any deficiency in the Work or the promptness with
which the Work is being performed, Subcontractor has not commenced to correct,
and within a reasonable time has corrected, such deficiency to the satisfaction
of the Prime Contractor, Prime Contractor may supplement the work of
Subcontractor, or take over performance of the Work temporarily or completely,
with Prime Contractor’s own forces, or by contract with others:


 


8.2                                 Prime
Contractor may terminate this , Subcontract for convenience in those cases
where Client terminates the Prime Contract or the portion of the Prime Contract
that includes the Work.


 


8.3                                 If
work of Subcontractor is suspended or terminated by Prime Contractor,
Subcontractor will be paid for the work actually completed and accepted and for
acceptable costs incurred for partially performing and closing out work not
completed, but shall not be paid for the loss of profit or contribution to
overhead of work not performed by. 
Subcontractor.


 


9.             ASSIGNMENT, SUBCONTRACTING


 


9.1                                 Subcontractor
shall not assign this Subcontract or any funds-due hereunder.


 


9.2                                 Subcontractor
shall not subcontract any portion of the Work without the prior written
approval of Prime Contractor and without the prior written approval by the
Prime Contractor of the form, terms and conditions of the lower-tier
Subcontract.


 


9.3                                 No
assignment or subcontracting, even with Prime Contractor’s approval, shall .relieve
Subcontractor of any obligations hereunder, or create any contractual
relationship between such Sub-Subcontractor and Prime Contractor or Client.


 


9.4                                 Any
lower-tier Subcontractor shall assume unto Prime Contractor all of the obligations
of the Subcontractor as they relate to such portion of the Work.


 


9.5                                 Prime
Contractor may assign this Subcontractor to Client should the Prime Contract
give the option and Client elects to exercise such right.


 


3





















 


10.          RECORDS AND PAYMENTS


 


10.1                           Subcontractor
shall maintain good accounting and personnel records reflecting performance of
the Work and shall preserve such records for a period of two years after
completion and acceptance of the Prime Contract as a whole.


 


10.1.1      Client
and Prime Contractor shall have the right to inspect and audit such part of the
records as relate to cost reimbursement or performance of labor related
provisions.  Such audit may also cover
Subcontractor’s procedures and . 
controls with respect to the cost of the Work.  Subcontractor shall assist in making the
above audits.


 


10.1.2      Copies
of documents and records supporting requests for payment or compliance with
labor related provisions’ shall be furnished to Prime Contractor with such
request or at such other times as Prime Contractor directs.  Payments will be made by Prime Contractor to
Subcontractor in accordance with the “Terms” of this Agreement


 


10.2                           The
cost of the Work to be reimbursed under this Agreement shall be only that
reasonably necessary to perform the, work in an efficient manner in accordance
with the time schedule and shall not exceed the amount authorized by Prime
Contractor in the “Terms” of this Agreement.


 


10.3                           Prime
Contractor shall make progress payments to Subcontractor monthly or at other
intervals specified in accordance with the Subcontract Terms.  Prime Contractor may withhold from those
progress payments ten percent (100) of the amount earned until final completion
and acceptance of the Work.


 


10.4                           Subcontractor
shall submit with its request for final payment evidence, including affidavits
and certificates, as may be requested by Prime Contractor, showing a) Work is
completed b) compliance with all requirements c) Payment of all bills, and d)
that no lien exists or could be claimed arising from the Work.


 


10.5                           Notwithstanding
any other provision hereof, payment by Client to Prime Contractor is a
condition precedent to any obligation of Prime Contractor to make payment
hereunder.  Prime Contractor shall have
no obligation to make payments to Subcontractor for any portion of the Work for
which Prime Contractor has not received payment from the Client.


 


11.          BENEFITS & PAYROLL TAXES


 


Subcontractor’s compensation ‘includes, and Subcontractor accepts
exclusive liability for the payment of all benefit contributions and payroll
taxes for all employees of Subcontractor engaged in the performance of this.  Agreement


 


12.          INDEMNITY


 


Subcontractor hereby indemnifies, holds harmless and will defend Prime
Contractor and Client from any loss, cost, damage, or liability from injury or
death of any person, including Subcontractor or its employees, or damage to any
..property arising’ from or in


 


4





















 


connection with the Work whether or not there be concurring negligence
by Prime Contractor or Client, but Subcontractor does not hereby assume
responsibility for the sole negligence of Prime Contractor or Client.


 


13.          INSURANCE


 


Without in any way limiting Subcontractor’s liability hereunder,
Subcontractor shall maintain the following insurance in form and with
underwriters satisfactory to ‘me Contractor:


 


13.1                           Worker’s
Compensation as prescribed by applicable law.


 


13.2                           Employer’s
Liability Insurance including insurance covering liability under the
Longshoremen’s and Harbor Worker’s Act, the Jones Act, and the Outer
Continental Shelf Land Act, if applicable. 
The limits of liability of such insurance shall be not less than
$1,000,000 per occurrence.


 


13.3                           Comprehensive
or Commercial General Liability (Bodily Injury and Property Damage) Insurance
including, but not limited to, the following supplementary coverage’s: (i) Contractual
Liability to cover liability assumed under this Agreement, (ii) Product
and Completed Operations Liability Insurance, (iii) Broad Form Property
Damage Liability Insurance, and (iv) explosion, collapse and underground hazards.  The limit of the liability for such insurance
shall not be less than $1,000,000 per occurrence for Bodily Injury and $1,000,000
per occurrence for Property Damage.  If a
Combined Single Limit is provided, total coverage shall not be less than
$2,000,000 per occurrence.


 


13.4                           Automobile Bodily Injury and
Property Damage Liability Insurance. 
Such insurance shall extend to owned, non-owned and hired automobiles
used in the performance of this Agreement. 
The limits of liability of such insurance shall be not less than
$1,000,000 per occurrence for Bodily Injury and $1,000,000 per occurrence for
Property Damage.  If a Combined Single
Limit is provided, total coverage shall be not less than $2,000,000.


 


13.5                           Without
in any affecting Subcontractor’s obligation above, if marine work is to be
performed hereunder, Protection and Indemnity Insurance or equivalent insurance
coverage, including coverage for injuries to or death of masters, mates and
crews of vessels used in the performance of this Agreement.  The limits of liability of such insurance
shall be not less than $1,000,000 per occurrence.


 


13.6                           Professional
Liability insurance with an amount no less than $1,000,000.


 


The above insurance’s shall be on an occurrence basis, shall name Prime
Contractor and Client as additional insured, and shall include a requirement
that the insurer provide Prime Contractor with 30 days’ written notice prior to
the effective date of any cancellation or material change of the
insurance.  The insurance specified in
13.1 above shall contain waivers of subrogation in favor of Prime Contractor
and Client and an assignment of statutory lien to Prime Contractor, if
applicable.


 


5





















 


13.7                           The
insurance specified in 13.2, 13.3, 13.4, 13.5, and 13.6 above shall:


 


13.7.1      contain
waivers of subrogation in favor of Prime Contractor and Client, and their
respective subsidiaries, and


 


13.7.2      provide
that said insurance is primary coverage with respect to Subcontractor’s
operations hereunder.


 


Subcontractor shall, before commencing the Work, provide Prime
Contractor with a certificate of insurance evidencing all required coverage.


 


14.          PATENTS AND PROPRIETARY RIGHTS


 


Subcontractor indemnifies Prime Contractor and Client against any loss,
cost or liability for infringement of any patent or proprietary rights
involving any information, items of equipment, materials, or services furnished
hereunder.


 


15.          LAWS


 


This Subcontract is entered into in Los Alamos, New Mexico and shall be
construed and governed by the laws of the State of New Mexico.  Subcontractor shall comply with all laws,
statutes, ordinances, rules and regulations of any governmental entity
having jurisdiction, and Subcontractor shall indemnify and hold harmless the
Client and Prime Contractor from any fines, penalties, costs or liability
arising from Subcontractor” failure- to comply therewith.


 


16.          TITLE


 


Title to all drawings, specifications, reports, test results and
specimens, plans, data and work product of Subcontractor arising hereunder
shall be in Prime Contractor, or if Prime Contractor so designates, in Client.


 


16.1                           All
discoveries, inventions, patents, know-how, trade secrets, computer programs,
or other proprietary information generated hereunder shall be the property of
Prime Contractor, or if Prime Contractor so designates, of Client, and
Subcontractor will take appropriate action to assign and transfer same to Prime
Contractor or Client.


 


16.2                           Subcontractor
will, if requested, execute Prime Contractor’s Standard Secrecy Agreement (a
copy of which is available on,
request) and will, if requested, cause each of its employees assigned to the
Work to execute •
Prime Contractor’s Standard Secrecy Agreement for Employees (a copy of which is
available on request).


 


16.3                           Subcontractor
and Subcontractor’s employees will limit access to Client’s and Prime
Contractor’s technical information to Subcontractor’s employees who reasonably
require the same for performance of work pursuant to this ‘Agreement.


 


6





















 


16.4                           At
Prime Contractor’s request, Subcontractor will return to Engineer all drawings
and written materials furnished to Subcontractor by Client or Prime Contractor,
including all copies thereof, if any, made by Subcontractor except that
Subcontractor may retain one copy of the same in its files for record purposes
only.


 


17.          INTEGRATION


 


17.1                           This
Subcontract shall be valid and in force when signed by both parties and
delivered and the parties understand that thereafter no person is authorized to
amend this Subcontract except by agreement in writing and signed with equal
formality.  These General Conditions may
be modified by the Subcontract Terms, and as so modified it is intended that
all Terms and Provisions of this Subcontract shall be construed in harmony and
with equal dignity and effect.


 


17.2                           Headings
of sections and other parts of this Agreement are for quick reference only and.  are
not to be construed as a part of this Agreement.  In some instances, a section or part
contains provisions not covered by the heading thereof.  In other instances, a section or part
contains provisions that are described in the heading of another section or
part.


 


18.          AMENDMENTS


 


No representative of Prime Contractor, other than an officer, has
authority to change, amend or supplement this Agreement of Contract or’
make any Agreement or Contract on behalf of Prime Contractor or Client, and no
contractual relationship exists between Subcontractor and Client.


 


7





















 


KSL SERVICES JV


 


 


LOS ALAMOS NATIONAL LABORATORY

UNIVERSITY OF CALIFORNIA


 


SUBCONTRACT/PURCHASE ORDER SPECIAL CONDITIONS

in support of

SUBCONTRACT NO.  47394-001-03-C2


 


These Special Conditions are to be read in conjunction with the
SUBCONTRACT GENERAL CONDITIONS (03-92), GENERAL CONDITIONS FOR SUBCONTRACTED
PROFESSIONAL SERVICES (11-03), or PURCHASE ORDER TERMS AND CONDITIONS as
appropriate.  These Special Conditions
are supplementary to the SUBCONTRACT GENERAL CONDITIONS, GENERAL CONDITIONS FOR
PROFESSIONAL SUBCONTRACTED PROFESSIONAL SERVICES, or PURCHASE ORDER TERMS AND
CONDITIONS, except in those cases where there is a conflict, in which case,
these Special Conditions take precedence.


 


1.0                               INCORPORATION
OF FEDERAL ACQUISITION REGULATION (FAR) AND, DEPARTMENT OF
ENERGY REGULATION (DEAR) CLAUSES


 


The Federal
Acquisition Regulation (FAR) and the Department of Energy Acquisition
Regulation (DEAR) clauses listed below, which are codified in Chapters 1 and 9,
respectively, of Title 48 of the Code of Federal Regulations, are, as
prescribed below, incorporated into this subcontract by reference as a part of
these Special Conditions with the same force and effect as if they were given
in full text.


 


As used in these
clauses below, and unless otherwise indicated. 
with respect to a particular clause, the terms identified below are for
SUBCONTRACTING supplies/services:


 


“CONTRACTING OFFICER”
shall mean “KSL SERVICES JV.”


 


“CONTRACTOR”
shall mean “SUBCONTRACTOR.”


 


“SUBCONTRACTOR”
shall mean “LOWER-TIER SUBCONTRACTOR.”


 


1.1                               THE
FOLLOWING FAR CLAUSES ARE REQUIRED FOR ALL SUBCONTRACTS:


 


	
  PARAGRAPH

  	
   

  	
  TITLE

  
	
   

  	
   

  	
   

  
	
  FAR 52.203-6

  	
   

  	
  Restrictions on Subcontractor
  Sales to the Government (July 1995)

  
	
   

  	
   

  	
   

  
	
  FAR 52.203-7

  	
   

  	
  Anti-Kickback Procedures
  (July 1995), except for paragraph (c) (1), which is not
  incorporated into this subcontract.

  



 


1





















 


	
  FAR 52.203-10

  	
   

  	
  Price or Fee Adjustment for
  Illegal or Improper Activity (Jan. 1997)

  
	
   

  	
   

  	
   

  
	
  FAR 52.203-12

  	
   

  	
  Limitation on Payments to
  Influence Certain Federal Transactions (June 1997)

  
	
   

  	
   

  	
   

  
	
  FAR 52.215-2

  	
   

  	
  Audit and Records —
  Negotiations (June 1999)

  
	
   

  	
   

  	
   

  
	
  FAR 52.215-10

  	
   

  	
  Price Reduction for Defective
  Cost or Pricing Data (Oct. 1997)

  
	
   

  	
   

  	
   

  
	
  FAR 52.215-12

  	
   

  	
  Subcontractor Cost or Pricing
  Data (Oct. 1997)

  
	
   

  	
   

  	
   

  
	
  FAR 52.215-17

  	
   

  	
  Waiver of Facilities Capital Cost of Money (Oct. 1997)

  
	
   

  	
   

  	
   

  
	
  FAR 52.219-8

  	
   

  	
  Utilization of Small Business
  Concerns (Oct. 2000)

  
	
   

  	
   

  	
   

  
	
  FAR 52.219-9

  	
   

  	
  Small Business Subcontracting
  Plan (Jan. 2002)

  
	
   

  	
   

  	
   

  
	
  FAR 52222-1

  	
   

  	
  Notice to the Government of
  Labor Disputes (Feb. 1997)

  
	
   

  	
   

  	
   

  
	
  FAR 52.222-4

  	
   

  	
  Contract Work Hours and Safety
  Standards Act — Overtime Compensation (Sept. 2000)

  
	
   

  	
   

  	
   

  
	
  FAR 52.222-6

  	
   

  	
  Davis-Bacon Act
  (Feb. 1995)

  
	
   

  	
   

  	
   

  
	
  FAR 52222-7

  	
   

  	
  Withholding of Funds
  (Feb. 1988)

  
	
   

  	
   

  	
   

  
	
  FAR 52.222-8

  	
   

  	
  Payrolls and Basic Records
  (Feb. 1988)

  
	
   

  	
   

  	
   

  
	
  FAR 52.222-9

  	
   

  	
  Apprentices and Trainees
  (Feb. 1988)

  
	
   

  	
   

  	
   

  
	
  FAR 52222-10

  	
   

  	
  Compliance with Copeland Act
  (Feb. 1988)

  
	
   

  	
   

  	
   

  
	
  FAR 52222-11

  	
   

  	
  Subcontracts (Labor Standards) (Feb. 1988)

  
	
   

  	
   

  	
   

  
	
  FAR 52.222-12

  	
   

  	
  Contract Termination — Debarment (Feb. 1988)

  
	
   

  	
   

  	
   

  
	
  FAR 52.222-13

  	
   

  	
  Compliance with Davis-Bacon and
  Related Act Regulations (Feb. 1988)

  
	
   

  	
   

  	
   

  
	
  FAR 52.222-14

  	
   

  	
  Disputes Concerning Labor
  Standards (Feb. 1988)

  
	
   

  	
   

  	
   

  
	
  FAR 52.222-15

  	
   

  	
  Certification of Eligibility
  (Feb. 1988)

  
	
   

  	
   

  	
   

  
	
  FAR 52.222-26

  	
   

  	
  Equal Opportunity
  (Apr. 2000)

  
	
   

  	
   

  	
   

  
	
  FAR 52.222-35

  	
   

  	
  Equal Opportunity for Special
  Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans
  (Dec. 2001)

  



 


2





















 


	
  FAR 52222-36

  	
   

  	
  Affirmative Action for Workers
  with Disabilities (June 1998)

  
	
   

  	
   

  	
   

  
	
  FAR 52.222-37

  	
   

  	
  Employment Reports on Special
  Disabled. Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans
  (Dec. 2001)

  
	
   

  	
   

  	
   

  
	
  FAR. 52.222-41

  	
   

  	
  Service Contract Act of 1965;
  as Amended (May 1989)

  
	
   

  	
   

  	
   

  
	
  FAR 52.222-42

  	
   

  	
  Statement of Equivalent Rates
  for Federal Hires (May 1989)

  
	
   

  	
   

  	
   

  
	
  FAR 52.223-3

  	
   

  	
  Hazardous Material
  Identification and Material Safety Data Sheets (Jan. 1997) with
  Alternate I (Jan. 1997)

  
	
   

  	
   

  	
   

  
	
  FAR 52.223-10

  	
   

  	
  Waste Reduction Program
  (August 2000)

  
	
   

  	
   

  	
   

  
	
  FAR 52.224-1

  	
   

  	
  Privacy Act Notification (Apr
  1984)

  
	
   

  	
   

  	
   

  
	
  FAR 52.224-2

  	
   

  	
  Privacy Act (Apr. 1984)
Buy American Act-North American Free
  Trade Agreement-)

  
	
   

  	
   

  	
   

  
	
  FAR 52.225-3

  	
   

  	
  Israeli Trade Act
  (May 2002)

  
	
   

  	
   

  	
   

  
	
  FAR 52.225-5

  	
   

  	
  Trade Agreements (Feb 2002)

  
	
   

  	
   

  	
   

  
	
  FAR 52.225-11

  	
   

  	
  Buy American Act-Construction
  Materials under Trade Agreements (July 2002)

  
	
   

  	
   

  	
   

  
	
  FAR 52.225-13

  	
   

  	
  Restrictions on Certain Foreign
  Purchases (Feb. 2000)

  
	
   

  	
   

  	
   

  
	
  FAR 52.227-1

  	
   

  	
  Authorization and Consent
  (July 1995)

  
	
   

  	
   

  	
   

  
	
  FAR 52.227-3

  	
   

  	
  Patent Indemnity
  (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  FAR 52.227-10

  	
   

  	
  Filing of Patent Applications —
  Classified Subject Matter (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  FAR 52.227-23

  	
   

  	
  Rights to Proposal Data
  (Technical) (June 1987)

  
	
   

  	
   

  	
   

  
	
  FAR 52.229-10

  	
   

  	
  State of New Mexico Gross
  Receipts and Compensating Tax (Oct. 1998)

  
	
   

  	
   

  	
   

  
	
  FAR 52.230-2

  	
   

  	
  Cost Accounting Standards
  (Apr. 1998), except for paragraph (b), which is not incorporated into
  this subcontract.

  
	
   

  	
   

  	
   

  
	
  FAR 52.230-6

  	
   

  	
  Administration of Cost
  Accounting Standards (Nov. 1999)

  
	
   

  	
   

  	
   

  
	
  FAR 52.232-17

  	
   

  	
  Interest (June 1996)

  
	
   

  	
   

  	
   

  
	
  FAR 52.232-22

  	
   

  	
  Limitation of Funds
  (Apr. 1984)

  



 


3





















 


	
  FAR 52.232-23

  	
   

  	
  Assignment of Claims
  (Jan. 1986)

  
	
   

  	
   

  	
   

  
	
  FAR 52.237-3

  	
   

  	
  Continuity of Service
  (Jan. 1991)

  
	
   

  	
   

  	
   

  
	
  FAR 52.242-1

  	
   

  	
  Notice of Intent to Disallow
  Costs (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  FAR 52.242-15

  	
   

  	
  Stop-Work Order
  (Aug. 1989), Alt. I (Apr 1984)

  
	
   

  	
   

  	
   

  
	
  FAR 52.244-2

  	
   

  	
  Subcontracts (Aug. 1998)

  
	
   

  	
   

  	
   

  
	
  FAR 52.244-5

  	
   

  	
  Competition in Subcontracting
  (Dec. 1996)

  
	
   

  	
   

  	
   

  
	
  FAR 52.244-6

  	
   

  	
  Subcontracts for Commercial
  Items and Commercial Components (Oct. 1998)

  
	
   

  	
   

  	
   

  
	
  FAR 52.246-5

  	
   

  	
  Inspection of Services-Cost
  Reimbursement (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  FAR 52.247-63

  	
   

  	
  Preference for U.S.— Flag Air
  Carriers (Jan. 1997)

  
	
   

  	
   

  	
   

  
	
  FAR 52.247-64

  	
   

  	
  Preference for Privately Owned
  U.S.- Flag Commercial-1 Vessels (June 2000)

  
	
   

  	
   

  	
   

  
	
  FAR 52.249-1

  	
   

  	
  Termination for Convenience of
  the Government (Fixed Price) (Short Form) (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  FAR 52.249-2

  	
   

  	
  Termination for Convenience of
  the Government (Fixed Price) (Sept. 1996)

  
	
   

  	
   

  	
   

  
	
  FAR 52.249-4

  	
   

  	
  Termination for Convenience of
  the Government (Services) (Short Form) (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  FAR 52.249-6

  	
   

  	
  Termination (Cost
  Reimbursement) (Sept. 1996)

  
	
   

  	
   

  	
   

  
	
  FAR 52.249-7

  	
   

  	
  Termination (Fixed-Price
  Architect-Engineer) (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  FAR 52.249-8

  	
   

  	
  Default (Fixed Price Supply and
  Service) (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  FAR 52.249-10

  	
   

  	
  Default (Fixed Price
  Construction) (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  FAR 52.249-12

  	
   

  	
  Termination (Personal Services)
  (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  FAR 52.249-13

  	
   

  	
  Failure to Perform
  (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  FAR 52.249-14

  	
   

  	
  Excusable Delays
  (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  FAR 52.251-1

  	
   

  	
  Government Supply Sources
  (Apr. 1984)

  



 


4





















 


1.2                                 THE FOLLOWING DEAR CLAUSES ARE REQUIRED FOR ALL
SUBCONTRACTS:


 


	
  DEAR 952.203-70

  	
   

  	
  Whistleblower Protection for
  Contractor Employees, (Dec. 2000)

  
	
  DEAR 952.204-2

  	
   

  	
  Security (Sept. 1997)

  
	
  DEAR 952.204-70

  	
   

  	
  Classification/Declassification (Sept.
  1997)

  
	
  DEAR 952.204-74

  	
   

  	
  Foreign Ownership, Control, or Influence
  Over Contractor (Apr. 1984)

  
	
  DEAR 952.209-72

  	
   

  	
  Organizational Conflicts of Interest,
  Alternate I (June 1997)

  
	
  DEAR 952.211-71

  	
   

  	
  Priorities and Allocations (Atomic Energy)
  (June 1996)

  
	
  DEAR 952.217-70

  	
   

  	
  Acquisition of Real Property
  (Apr. 1984)

  
	
  DEAR 952.226-74

  	
   

  	
  Displaced Employee Hiring Preference
  (June 1997)

  
	
  DEAR 952.247-70

  	
   

  	
  Foreign Travel (Dec. 2000)

  
	
  DEAR 952.250-70

  	
   

  	
  Nuclear Hazards Indemnity Agreement
  (June 1996)

  
	
  DEAR 970.5203-1

  	
   

  	
  Management Controls (May 2000)

  
	
  DEAR 970.5215-2

  	
   

  	
  Make-or-Buy Plan (Dec. 2000)

  
	
  DEAR 970.5215-3

  	
   

  	
  Conditional Payment of Fee, Profit, or
  Incentives (Dec. 2000)

  
	
  DEAR 970.5223-4

  	
   

  	
  Workplace Substance Abuse Programs at DOE
  Sites (Dec. 2000)

  
	
  DEAR 970.5226-2

  	
   

  	
  Workforce Restructuring Under
  Section 3161 of the National Defense Authorization Act for Fiscal Year
  1993 (Dec. 2000)

  
	
  DEAR 970.5227-1

  	
   

  	
  Rights in Data-Facilities (Dec. 2000)

  
	
  DEAR 970.5227-5

  	
   

  	
  Notice and Assistance Regarding Patent and
  Copyright Infringement (Dec. 2000)

  
	
  DEAR 970.5227-8

  	
   

  	
  Refund of Royalties (Dec. 2000)

  
	
  DEAR 970.5229-1

  	
   

  	
  State and Local Taxes (Dec. 2000)

  
	
  DEAR 970.5231-4

  	
   

  	
  Preexisting Conditions (Dec. 2000),
  Alt. II, (Dec. 2000) [insert “effective
  date of this Subcontract”)

  
	
  DEAR 970.5232-3

  	
   

  	
  Accounts, Records, and Inspection
  (Dec. 2000), Alt. II, (Dec. 2000)

  
	
  DEAR 970.5243-1

  	
   

  	
  Changes (Apr. 1984)

  
	
  DEAR 970.5245-1

  	
   

  	
  Property (Dec. 2000)

  



 


2.0          ADDITIONAL DEFINITIONS:


 


As used
throughout the SUBCONTRACT GENERAL CONDITIONS, GENERAL CONDITIONS FOR
SUBCONTRACTED PROFESSIONAL SERVICES, and PURCHASE ORDER TERMS AND CONDITIONS, the
following terms have the stated meanings:


 


“OWNER, CLIENT, or PROGRAM MANAGER” shall mean “UNIVERSITY OF
CALIFORNIA, DEPARTMENT OF ENERGY OR GOVERNMENT.”


 


“CONTRACTOR, GENERAL CONTRACTOR, PRIME CONTRACTOR or BUYER” shall mean “KSL
SERVICES JV.”


 


5





















 


“SUBCONTRACTOR” shall mean “SUBCONTRACTOR, LOWER-TIER SUBCONTRACTOR or
SELLER.”


 


“SUBCONTRACTS” shall mean “SUBCONTRACTS, PURCHASE ORDERS, MASTER
AGREEMENTS, WORK RELEASES, MODIFICATIONS AND CHANGE ORDERS”.


 


3.0          ANTI-KICKBACK
NOTICE


 


Your attention is directed to the prohibitions contained within the
Anti-Kickback Act of 1986 (FAR Clause 52.203-7), highlights of which are: “Subcontractors
and supplier are prohibited from offering any money, fee, commission, credit,
gift, gratuity, thing of value or compensation of any kind directly to KSL
Services JV employees for the purpose of improperly obtaining or rewarding
favorable treatment in connection with a prime contract or in connection with a
subcontract relating to a prime contract.”


 


4.0          STOP-WORK
ORDER


 


4.1                                 CONTRACTOR
may, at any time, by written order to the SUBCONTRACTOR, require the
SUBCONTRACTOR to stop all, or any part, of the work called for by this contract
for a period of 90 days after the order is delivered to the SUBCONTRACTOR, and
for any further period to which the parties may agree.  The order shall be specifically identified as
a stop-work order issued under this clause. 
Upon receipt of the order, the Contractor shall immediately comply with
its terms and take all reasonable steps to minimize the incurrence of costs
allocable to the work covered by the order during the period of work stoppage.


 


Within a period of 90 days after a stop-work
order is delivered to the SUBCONTRACTOR, or within any extension of that period
to which the parties shall have agreed, the CONTRACTOR shall either


 


(1)                                  Cancel the stop-work;
or


 


(2)                                  Terminate the work
covered by the order as provided in the Default, or the Termination for
Convenience of the Government, clause of this contract.


 


4.2                                 If
a stop-work order issued under this clause is canceled or the period of the
order or any extension thereof expires, the SUBCONTRACTOR shall resume
work.   The CONTRACTOR shall make an
equitable adjustment in the delivery schedule or contract price, or both,
and the contract shall be modified, in writing accordingly, if


 


(1)                                  The
stop-work order results in an increase in the time required for, or in the
SUBCONTRACTOR’S cost properly allocable to, the performance of any part of this
contract; and


 


(2)                                  The
SUBCONTRACTOR asserts a claim for the adjustment within 15 days after the end
of the period of work stoppage; provided, that, if the CONTRACTOR


 


6





















 


decides the
facts justify the action, the CONTRACTOR may receive and act upon the claim
asserted at any time before final payment under this contract.


 


4.3                                 If
a stop-work order is not canceled and the work covered by the order is
terminated for the convenience of the Government, the CONTRACTOR shall allow
reasonable costs resulting from the stop-work order in arriving at the
termination settlement.


 


4.4                                 If
a stop-work order is not canceled and the work covered by the order is
terminated for default, the CONTRACTOR shall allow, by equitable adjustment or
otherwise, reasonable costs resulting from the stop-work order.


 


4.5                                 Notwithstanding
the above, where the stop-work order is occasioned by the imposition of such
stop-work order by the GOVERNMENT on the CONTRACTOR, SUBCONTRACTOR will be
entitled to only such adjustment that is awarded to the CONTRACTOR to the
extent such adjustment relates to this SUBCONTRACT.


 


5.0          DISPUTES


 


(a)           Definitions.  For
purposes of this clause:


 


(1)                                  “Claim” means a
written demand or written assertion by either contracting party seeking as a
matter of right, the payment of money in a sum certain, the adjustment or
interpretation of a contract term, or other relief arising under or relating to
this subcontract.  A voucher, invoice, or
other request for payment or equitable adjustment under the terms of the
subcontract, that is not in dispute when submitted, is not a claim.  The Subcontractor may convert such submission
into a claim if it is disputed either as to liability or amount, or is not
acted upon in a reasonable time, by demanding a decision by the Contract
Administrator.


 


(b)                                 Nature of the Subcontract.  This
subcontract is not a Government contract and, therefore, is not subject to the
Contract Disputes Act of 1978 (41 U.S.C. §601-613).  The Subcontractor acknowledges that DOE and
the University are not a parties to the subcontract and, for purposes of the
subcontract, the University is not an agent of DOE.


 


(c)                                  Scope of Clause.  The
rights and procedures set forth in this clause are the exclusive rights and
procedures for resolution of all claims and disputes arising under, or relating
to, this subcontract, and no action based upon any claim or dispute arising
under, or relating to, this subcontract shall be brought in any court except as
provided in this clause.  The parties
shall be bound by any arbitration decision rendered pursuant to this clause,
which shall be vacated, modified, or corrected only as provided in the Federal
Arbitration Act (9 U.S.C. § 1-16). 
An arbitration decision maybe enforced in any court of competent
jurisdiction.


 


(d)           Claims asserting actions or
inactions of the University.


 


(1)                                  Unless
otherwise provided in this subcontract, for claims asserting as the basis any
action or inaction by the University the Subcontractor must file any claim with
KSL Services JV, and KSL Services JV will present the


 


7





















 


claim to the
University within 60 days after the Subcontractor knew or should have known the
facts giving rise to the claim.  Failure
to file a claim within the period prescribed by this paragraph shall constitute
a waiver of the Subcontractor’s right, if any, to an equitable adjustment under
the subcontract.


 


(2)                                  The
Subcontractor shall submit any claim identified in (1) above in writing to
KSL Services N, and KSL Services N will present the claim to the University’s
Contract Administrator who shall issue a decision on the matter within 60 days
of receipt of the claim.  If the
University’s Contract Administrator fails to issue a decision within 60 days,
the Subcontractor may request that KSL Services N request mediation or a demand
for arbitration as provided in KSL Services N contract with the University.


 


(3)                                  The
decision of the University’s Contract Administrator shall be final and
conclusive unless the Subcontractor requests that KSL Services N requests
mediation or demands arbitration in accordance with the terms of KSL Services
JV contract with the University.


 


(4)                                  The
Subcontractor shall fully cooperate with KSL Services N in the pursuit and
conduct of any mediation or arbitration requested by Subcontractor.  Any and all costs incurred by KSL Services N
in sponsoring and participating with Subcontractor in any mediation or
arbitration arising under this clause, shall be for the account of
Subcontractor.


 


(e)           Claims asserting actions or inactions on part of KSL
Services JV.


 


(1)                                  Unless
otherwise provided in this subcontract, for claims asserting as the basis any
action or inaction by KSL Services N the Subcontractor must file any claim with
KSL Services JV within 60 days after the Subcontractor knew or should have
known the facts giving rise to the claim. 
Failure to file a claim within the period prescribed by this paragraph
shall constitute a waiver of the Subcontractor’s right, if any, to an equitable
adjustment under the subcontract.


 


(2)                                  The
Subcontractor shall submit any claim identified in (1) above in writing to
KSL Services N, and KSL Services N’s Subcontract Administrator shall issue a
decision on the matter within 60 days of receipt of the claim: If the KSL
Services N’s Subcontract Administrator fails to issue a decision within 60
days, or such other time as deemed necessary by the Subcontract Administrator,
the Subcontractor may request that KSL Services N may submit a demand for
arbitration as provided herein.


 


(3)                                  The
decision of KSL Services JV’s Subcontract Administrator shall be final and
conclusive unless the Subcontractor demands arbitration in accordance with the
terms of this clause.


 


8





















 


(4)                                  If
the decision of the KSL Services N’s Subcontract Administrator is not
satisfactory to the Subcontractor, the Subcontractor must submit to the
Subcontractor Administrator a written demand for arbitration of the claim
within 45 days after receipt of the Subcontract Administrator’s decision.


 


(f)            Arbitration Procedures.


 


(1)                                  The
parties agree to first endeavor to settle the dispute in an amicable manner by
mediation administered by the American Arbitration Association under its
Commercial Mediation Rules before resorting to arbitration.  Thereafter, any unresolved controversy or
claim arising out of or relating to this contract or breach thereof shall be
settled by arbitration administered by the American Arbitration Association in
accordance with its Commercial Arbitration Rules and judgment upon the
Award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.


 


(2)                                  The
parties acknowledge that this contract evidences a transaction involving
interstate commerce.  The United States
Arbitration Act shall govern the interpretation, enforcement, and proceedings
pursuant to the arbitration clause in this contract.


 


(3)                                  The
arbitration proceedings shall be conducted in Albuquerque, N.M.  The language of the arbitration shall be
English.


 


(4)                                  The
governing law of this contrast shall be that body of common law relating to
U.S. government procurement and where no such common law exists the law of the
State of New Mexico excluding any conflict of laws provision which would lead
to the application of a different body of law.


 


(5)                                  The
decision of a majority of the three (3) arbitrators shall be reduced to
writing; final and binding without the right of appeal.  Judgment upon the award may be entered in any
court having jurisdiction over the person or the assets of the Party owing the
judgment or application may be made to such court for a judicial acceptance of
the award and an order of enforcement, as the case may be.


 


(6)                                  Consequential,
punitive or other similar damages shall not be allowed; provided, however, the
award may include appropriate punitive damages where a Party has engaged in
delaying and dilatory actions.


 


(g)           Activities Pending Resolution of Disputes.


 


(1)                                  The
Subcontractor shall proceed diligently with performance of the subcontract and
shall comply with any decision of the Subcontract Administrator pending final
resolution of any claim or dispute arising under, or relating to, the
Subcontract.


 


9





















 


6.0          CHANGES


 


6.1                                 KSL
Services may at any time, without notice to the sureties, if any, by written
order make changes in the work within the general scope of the SUBCONTRACT,
including changes:


 


(1)                                  In
the method or manner of performance of the work.


 


(2)                                  Time
of performance (i.e., hours of the day, days of the week, etc.), including
directing acceleration in the performance of the work.


 


(3)                                  Place
of performance of the services.


 


(4)                                  Drawings,
designs, or specifications when the supplies to be furnished are to be
specially manufactured for KSL Services JV or the Government in accordance with
the drawings, designs, or specifications.


 


(5)                                  Method
of shipment or packing of supplies.


 


(6)                                  Place
of delivery.


 


(7)                                  Amount
of KSL Services N or Government furnished property.


 


6.2                                 Any
other written or oral order (which, as used in this paragraph includes
direction, instruction, interpretation, or determination) from the CONTRACTOR
that causes a change shall be treated as a change order under this clause;
provided, that the SUBCONTRACTOR gives the CONTRACTOR written notices stating (1) the
_date, circumstances, and source of the order and (2) that the
SUBCONTRACTOR regards the order as a change order.


 


6.3                                 Except
as provided in this clause, no order, statement, or conduct of the CONTRACTOR
shall be treated as change order under this clause or entitle the SUBCONTRACTOR
to an equitable adjustment.


 


6.4                                 If
any change under this clause causes an increase or decrease in the
SUBCONTRACTOR’S cost of, or time required for, the performance of any part of
the work under this SUBCONTRACT, whether or not changed by any such order, the
CONTRACTOR shall make an equitable adjustment and modify the SUBCONTRACT in
writing.  However, except for an
adjustment based on defective specifications, no adjustment for any change under
paragraph 6.2 of this clause shall be made for any costs incurred more than
twenty (20) days before CONTRACTOR gives written notice as required under the
Prime Contract to the Government.  In the
case of defective specifications for which the CONTRACTOR is responsible, the
equitable adjustment shall include any increased cost reasonably incurred by
the SUBCONTRACTOR in attempting to comply with the defective specifications.


 


6.5                                 The
SUBCONTRACTOR must assert its right to an equitable adjustment under this
clause within fifteen (15) days after (1) receipt of a written change
order under paragraph 6.1


 


10





















 


of this clause, or (2) the furnishing of
a written notice under paragraph 6.2 of this clause, by submitting to the
CONTRACTOR a written statement describing the general nature and amount of the
proposal including a detailed cost breakdown. 
Included costs must conform to FAR, Part 31 (including the DEAR FAR
Supplement).


 


The statement of proposal of adjustment may
be included in the notice under paragraph 6.2 above.


 


6.6                                 SUBCONTRACTOR
shall not submit nor shall CONTRACTOR accept a proposal for an equitable
adjustment if asserted after the fifteen- (15) day period set forth in
paragraph 6.5 above.


 


6.7                                 Failure
to agree to any adjustment will be a dispute under the Disputes Clause.  However, nothing in this clause excuses the
subcontractor from proceeding with subcontract as changed.


 


7.0          COMMENCEMENT,
PROSECUTION AND COMPLETION OF WORK


 


The
SUBCONTRACTOR will be required to (a) commence work under this SUBCONTRACT
on the required Start Date as stated in the Subcontract Terms, (b) prosecute
the work diligently, and (c) complete the entire work ready for use
(including completion of all punchlist items and clean-up) not later than the
Completion Date as stated in the Subcontract Terms.  However, any delays in giving notice to
proceed, attributable to SUBCONTRACTOR’S failure to execute the subcontract and
give the required performance and payment bonds (if any) will be deducted from
the number of days allowed for completion in the Subcontract Terms.


 


8.0          PERFORMANCE
EVALUATION OF SUBCONTRACTOR


 


8.1                                 SUBCONTRACTOR’S
performance will be evaluated upon final acceptance of the work.  However, interim evaluation may be prepared
at any time during the subcontract performance when determined to be in either
the best interest of the CONTRACTOR or the Government.


 


8.2                                 CONTRACTOR
will use whatever format for evaluation it chooses, including the SF 1420.  CONTRACTOR reserves the right, to forward its
evaluation to the Government if so requested by the Government’s Contracting
Officer.


 


9.0          CONTRACTUAL
RELATIONSHIP


 


There is no privity
of contract between the SUBCONTRACTOR and the Government (Owner).  All communication on this project (oral or
written) shall be addressed to the CONTRACTOR.


 


10.0        LOWER-TIER
SUBCONTRACT CONDITIONS


 


SUBCONTRACTOR
shall include in its lower-tier subcontracts (including purchase orders) all
Government Contracting clauses as detailed in Paragraph 1.0.


 


11





















 


11.0        CONFLICTING
REQUIREMENTS


 


Any conflict
between the specifications, data sheets, drawings, referenced national
standards, and codes shall be brought to the CONTRACTOR’s attention, and
approved written clarification shall be obtained before proceeding.


 


12.0        EXPEDITING
AND INSPECTION


 


CONTRACTOR
reserves the right to expedite and/or inspect equipment, materials and services
covered by any resultant SUBCONTRACT at any location, including lower-tier
subcontracts.  Access shall be given to
representatives of CONTRACTOR and its client at all reasonable times under
adequate notice to SUBCONTRACTOR, so that SUBCONTRACTOR may advise any involved
lower-tier subcontractor.  The
SUBCONTRACTOR shall ensure that all of the expediting and inspection clauses
included in this SUBCONTRACT are made part of any lower-tier subcontract.


 


13.0        INVOICING


 


Invoices
received that do not agree with the provisions of this SUBCONTRACT will be
returned for correction.  Invoices shall
reference this SUBCONTRACT number and shall show shipping point, quantities
shipped and description, as well as price. 
SUBCONTRACTOR’S failure to provide specified vendor data requirements
will result in payment of invoices being delayed.


 


14.0        PERMITS
AND RESPONSIBILITIES AND LAWS, REGULATIONS, AND DOE DIRECTIVES


 


(a)                                  The
Subcontractor shall, without additional expense to KSL Services JV or the University,
be responsible for obtaining any necessary licenses and permits; for complying
with any Federal, State, and local laws and regulations applicable to the
performance of the work; and for the compliance of its lower-tier
subcontractors with such laws and regulations.


 


(b)                                 In accordance with the
DEAR Clause 970.5245-1, Property, the
Subcontractor shall be responsible for all damages to persons or property,
including damages to existing buildings, equipment and vegetation at the
Laboratory, that occur as a result of the Subcontractor’s fault or
negligence.  The Subcontractor shall be
responsible for replacing or repairing such damage at no cost to the University
and for indemnifying the University and the Government against claims arising
from such damages as described in the Special Conditions clause entitled, Indemnification and Hold Harmless.


 


(c)                                  The
Subcontractor shall be responsible for all materials delivered and work
performed until completion and acceptance of the entire work, except for any
completed unit of work, which may have been accepted under the Subcontract.


 


(d)                                 The
Subcontractor shall be responsible for compliance with the requirements of all
DOE Directives, compliance with which is required by other provisions of the
Special Conditions of the Subcontract, and with those DOE Directives, if any,
which are listed in


 


12





















 


the Special Conditions as applicable to the
subcontract.  Copies of all such DOE
Directives may be obtained from the CONTRACTOR.


 


15.0        INTEGRATION
OF ENVIRONMENT, SAFETY, AND HEALTH INTO WORK PLANNING AND EXECUTION


 


(a)           For the purposes of
this clause,


 


(1)                                  safety encompasses
environment, safety and health, including property protection, pollution
prevention and waste minimization; and


 


(2)                                  employees include
subcontractor employees at any tier.


 


(b)                                 In performing work
under this subcontract, the Subcontractor shall perform work safely, in a
manner that ensures adequate protection for employees, the public, property and
the environment, and shall be accountable for the safe performance of
work.  The Subcontractor shall exercise a
degree of care commensurate with the work and the associated hazards.  The Subcontractor shall ensure that
management of environment, safety and health (ES&H) functions and
activities becomes an integral but visible part of the Subcontractor’s work
planning and execution processes.  The
Subcontractor shall, in the [safe] performance of work, ensure that:


 


(1)                                  Managers are visibly
committed and works are continually involved.


 


(2)                                  Line management is
responsible for the protection of employees, the public, and the
environment.  Line management includes
those Subcontractor and Subcontractor employees, at whatever tier, managing or
supervising employees performing work.


 


(3)                                  Clear and unambiguous
lines of authority and responsibility for ensuring (ES&H) are established
and maintained at all organizational levels.


 


(4)                                  Personnel possess the
experience, knowledge, skills, and abilities that are necessary to discharge
their responsibilities.


 


(5)                                  Resources are
effectively allocated to address ES&H, programmatic, and operational
considerations.  Protecting employees,
the public, and the environment is a priority whenever activities are planned
and performed.


 


(6)                                  Before work is
performed, the associated hazards are evaluated and an agreed-upon set of
ES&H standards and requirements are established which, if properly
implemented, provide adequate assurance that employees, the public, and the
environment are protected from adverse consequences.


 


(7)                                  Administrative and
engineering controls to prevent and mitigate hazards are tailored -to the work
being performed and associated hazards.


 


13





















 


Emphasis should be on designing the work and/or controls to reduce or
eliminate the hazards and to prevent accidents and unplanned releases and
exposures.


 


(8)                                  The conditions and
requirements to be satisfied for operations to be initiated and conducted are
established and agreed-upon by DOE and the Subcontractor.  These agreed-upon conditions and requirements
are requirements of the subcontract and binding upon the Subcontractor.  The extent of documentation and level of
authority for agreement shall be tailored to the complexity and hazards
associated with the work and shall be established in a Safety Management
System.


 


(c)                                  The Subcontractor
shall manage and perform work in accordance with a documented Safety Management
System (System) that fulfills all conditions in paragraph (b) of this
clause at a minimum.  Documentation of
the System shall describe how the Subcontractor will:


 


(1)                                  Define the scope of
work;


 


(2)                                  Identify and analyze
hazards associated with the work;


 


(3)                                  Develop and implement
hazard controls;


 


(4)                                  Perform work within
controls; and


 


(5)                                  Provide feedback on
adequacy of controls and continue to improve safety management.


 


(d)                                 The System shall
describe how the Subcontractor will establish, document, and implement safety
performance objectives, performance measures, and commitments in response to
Laboratory program and budget execution guidance while maintaining the
integrity of the System.  The System
shall also describe how the Subcontractor will measure system effectiveness.


 


(e)                                  The Subcontractor
shall submit to the Contract Administrator documentation of its System for
review and approval.  Dates for
submittal, discussions, and revisions to the System will be established by the
Contract Administrator.  Guidance on the
preparation, content, review, and approval of the System will be provided by
the Contract Administrator.  On an annual
basis, the Subcontractor shall review and update, for Laboratory approval, its
safety performance objectives, performance measures, and commitments consistent
with and in response to the Laboratory’s program and budget execution guidance
and direction.  Resources shall be
identified and allocated to meet the safety objectives and performance
commitments as well as to maintain the integrity of the entire System.  Accordingly, the System shall be integrated
with the Subcontractor’s business processes for work planning, budgeting,
authorization, execution, and change control.


 


14





















 


(f)                                    The Subcontractor
shall comply with, and assist the Laboratory in complying with, ES&H
requirements of all applicable laws and regulations, and applicable directives
identified in the Special Conditions clause entitled Permits and
Responsibilities and Laws, Regulations, and DOE Directives.  The Subcontractor shall cooperate
with Federal and non-Federal agencies having jurisdiction over ES&H matters
under this subcontract.


 


(g)                                 The Subcontractor
shall promptly evaluate and resolve any, noncompliance with applicable ES&H
requirements and the System.  If the
Subcontractor fails to provide resolution or if, at any time, the Subcontractor’s
acts or failure to act causes substantial harm or an imminent danger to the
environment or health and safety of employees or the public, the Contract
Administrator may issue an order stopping work in whole or in part.  Any stop work order issued by the Contract
Administrator under this clause (or issued by the Subcontractor to a lower-tier
subcontractor in accordance with paragraph (i) of this clause) shall be
without prejudice to any other legal or contractual rights of the
Government.  In the event that the
Contract Administrator issues a stop work order, an order authorizing the
resumption of the work may be issued at the discretion of the Contact Administrator.  The Subcontractor shall not be entitled to an
extension of time or additional fee or damages by reason of, or in connection
with, any work stoppage ordered in accordance with this clause.


 


(h)                                 Regardless of the
performer of the work, the” Subcontractor is responsible for compliance with
the ES&H requirements applicable to this subcontract.  The Subcontractor is responsible for flowing
down the ES&H requirements applicable to this subcontract to subcontracts
at any tier to the extent necessary to ensure the lower-tier contractor’s compliance
with the requirements.


 


(i)                                     The Subcontractor
shall include a clause substantially the same as this clause in subcontracts
involving complex or hazardous work on site at a DOE-owned or -leased
facility.  Such subcontracts shall
provide for the right to stop work under the conditions described in paragraph (g) of
this clause.  Depending on the complexity
and hazards associated with the work, the Subcontractor may choose not to
require the subcontractor to submit a Safety Management System for the Subcontractor’s
review and approval.


 


16.0        HEALTH AND SAFETY


 


The Subcontractor shall take reasonable
precautions in the performance of the work under the subcontract to protect the
safety and health of employees and of members of the public and shall comply with
all applicable safety and health regulations and requirements (including
reporting requirements) of KSL Services JV, the University and DOE.  If required, the Subcontractor shall submit a
management program and implementation plan for review and approval within 30
days after the date of award of the order. 
KSL Services JV shall notify the Subcontractor in writing of any
noncompliance with the provisions of this article and the corrective
action to be taken.  After receipt of
such notice, the


 


15





















 


Subcontractor shall immediately take
corrective action.  If the Subcontractor
fails to comply with said regulations or requirements of KSL Services) JV, the
University and DOE, KSL Services N may, without prejudice to any other legal or
contractual rights of KSL Services N, issue a Stop Work Order stopping all or
any part of the work; thereafter, a start-work order for resumption of the work
may be issued at the discretion of KSL Services N.  The Subcontractor shall make no claim for an
extension of time or for compensation for damages by reason of or in connection
with such work stoppage.


 


17.0        FAILURE TO COMPLY WITH HEALTH AND SAFETY REQUIREMENTS


 


In performing work pursuant to this
Subcontract, the Subcontractor and its lower-tier subcontractors shall comply
with all health and safety requirements of KSL Services N, the University and
the standards of the Occupational Safety and Health Administration (OSHA)
referenced in this Subcontract.  Any
failure of the Subcontractor, its employees, its lower-tier subcontractors, or
their employees to comply with such requirements and standards that results in
a serious injury or fatality or reflects a persistent disregard for health and
safety shall be cause for KSL Services N at its sole discretion, to require
corrective action, to suspend work under this Subcontract until corrective
action has been completed, or to terminate this Subcontract for default.  If KSL Services N suspends work pursuant to
this clause, the Subcontractor shall not be entitled to an extension of time,
compensation, or damages with respect to, or resulting from, the
suspension.  The General Provision
entitled Default shall apply to any termination
pursuant to this clause.  A termination
pursuant to this clause shall be considered in determining whether the
Subcontractor or any lower-tier subcontractor whose acts or omissions were the
basis for the termination is a responsible bidder for any subsequent
subcontract with KSL Services JV.


 


18.0        REMOVAL OF EMPLOYEE


 


KSL Services JV, and the University in its
sole discretion, may temporarily or permanently bar from the Laboratory site
any Subcontractor employee or lower-tier subcontractor employee who does not
work in a safe manner, as demonstrated either by repeated violations or single
serious violation of applicable safety requirements.  The Subcontractor will not be compensated for
any costs resulting from the barring of an employee under this provision.


 


The Subcontractor shall be responsible for
maintaining satisfactory standards of employee competency, conduct, integrity
and compliance with the Contract requirements, including site-specific
requirements.  Should the Subcontract
Administrator determine that an employee of the Subcontractor or one of its lower-tier
subcontractors at any tier fails to meet any of these standards, the
Subcontractor shall immediately remove such person from the work site and that
person shall not again, without written permission of the Subcontract
Administrator, be allowed back on the work site.


 


16





















 


The Subcontractor shall cause this
requirement to be included in all subcontracts of every tier.


 


19.0        RESPONSIBILITY FOR TECHNOLOGY EXPORT CONTROL


 


(a)                                  The Subcontractor
shall comply with all applicable United States export control laws and
regulations, including the International Traffic in Arms Regulations (ITAR), 22
CFR Parts 120 through 130, and the Export Administration Regulations (EAR), 15
CFR Parts 730 through 799, in the performance of this Subcontract.  In the absence of available license
exemptions/exceptions, the Subcontractor shall be responsible for obtaining the
appropriate licenses or other approvals, if required, for exports of hardware,
technical data and software, or for the provision of technical assistance.


 


(b)                                 The Subcontractor
shall be responsible for obtaining export licenses, if required, before
exporting or allowing access to export-controlled technical data or software to
foreign nationals in the performance of this subcontract.


 


(c)                                  The Subcontractor
shall be responsible for all regulatory record-keeping requirements.


 


(d)                                 The Subcontractor
shall be responsible for ensuring that this clause, including this paragraph
(d), is included in all appropriate lower-tier subcontracts.


 


20.0        ORDER OF PRECEDENCE


 


In case of conflicts between various
Subcontract documents, the following order of precedence shall be used to
settle said conflicts:


 


Change Order(s) (latest one issued)


Subcontract Terms


Subcontract/Purchase Order Special Conditions


Subcontract General Conditions/General
Conditions for Subcontracted Professional Services Purchase Order Terms and
Conditions


Specifications (unless specifically stated
otherwise within the Subcontract documents) Drawings


 


21.0        COST ACCOUNTING STANDARDS LIABILITY


 


Reference is made to the Cost Accounting
Standards (CAS) clause(s) of the Subcontract. 
Notwithstanding the provisions of those clause(s), or of any other
provision of the subcontract, the Subcontractor shall be liable to the
Government for any increased costs, or interest thereon, resulting from.  any failure of the Subcontractor, with
respect to activities carried on at the site of the work, or of a lower-tier
subcontractor, to comply with applicable cost accounting standards or to follow
any practices disclosed pursuant to the requirements of such CAS clause(s).


 


17





















 


22.0        CONFIDENTIALITY
OF INFORMATION


 


(a)                                  To
the extent that the work under this Subcontract requires that the Subcontractor
be given access to confidential or proprietary business or financial
information belonging to KSL Service JV, the University, or other companies,
the Subcontractor shall, after receipt thereof, treat such information as
confidential and agrees not to appropriate such information to its own use or
to disclose such information to third parties, including its corporate parent,
unless specifically authorized by the KSL Service JV or the Government in
writing.  The foregoing obligations,
however, shall not apply to:


 


(1)                                  Information which, at
the time of receipt by the Subcontractor, is in public domain;


 


(2)                                  Information which is
published after receipt thereof by the Subcontractor or otherwise becomes part
of the public domain through no fault of the Subcontractor,


 


(3)                                  Information which the
Subcontractor can demonstrate was in its possession at the time of receipt
thereof and was not acquired directly or indirectly from the University or
other companies;


 


(4)                                  Information which the
Subcontractor can demonstrate was received by it from a third party who did not
require the Subcontractor to hold it in confidence:


 


(b)                                 The
Subcontractor shall obtain the written agreement, in a form satisfactory to the
Contract Administrator, of each employee permitted access, whereby the employee
agrees that he will not discuss, divulge or disclose any such information to
any person or entity except those persons within the Subcontractor’s
organization directly concerned with the performance of the Subcontract.


 


(c)                                  The
Subcontractor agrees, if requested by KSL Services or the University, to sign
an agreement identical, in all material respects,’ to the provisions of this
clause, with each company supplying information to the Subcontractor under this
Subcontract, and to supply a copy of such agreement to KSL Services JV.


 


(d)                                 The
Subcontractor agrees that upon request by KSL Services JV or the University, it
will execute a KSL Services JV or University-approved agreement with any party
whose facilities or information it is given access to or is furnished,
restricting use and disclosure of the information obtained from the
facilities.  Upon request by KSL Services
or the University, such an agreement shall also be signed by Subcontractor
personnel.


 


(e)                                  This clause shall flow down to all
appropriate subcontracts.


 


(f)                                    To
the extent that KSL Services JV or the University are given access to
confidential or Proprietary business or financial information belonging to
Subcontractor, such information shall be accorded the same treatment as
provided for (a) above.


 


18





















 


23.0        CONTROL
OF SUBCONTRACTOR EMPLOYEES WORKING ON SITE


 


(a)                                  The
Subcontractor shall be responsible for maintaining satisfactory standards of
employee competency, conduct, integrity, and compliance with subcontract
requirements including site-specific requirements.  Should KSL Services JV or the Government
determine that an employee of a subcontractor at any tier fails to meet any of these
standards, the Subcontractor shall immediately remove such person from the work
site, and that person shall not again, without written permission of KSL
Services JV or the Government, be allowed back on the work site.


 


(b)                                 The
Subcontractor shall include this provision in all lower-tier subcontracts,
which require work to be performed on the LANL site.


 


24.0        SECURITY


 


(a)                                  Non-U.S.
Citizens on the Work Site.  The
Subcontractor shall take effective measures to determine the citizenship of all
of its employees and those of its lower-tier subcontractors who will be
assigned to work at the LANL work site (for purposes of this clause,
hereinafter “Subcontract Workers”), and shall not permit persons who are not
United States citizens to enter such sites except as provided in this
clause.  If the Subcontractor intends to
employ non-U.S. citizens, the Subcontractor must comply with DOE, and
LANL Foreign Visits and Assignments procedures and obtain approval for such
individuals to enter the work site pursuant to those procedures.  Copies of the requirements and procedures
associated with Foreign Visits and Assignments may be obtained from the KSL
Services N.  There is no assurance KSL
Services JV or the University will grant any particular request for access by a
non-U.S. citizen pursuant to these procedures. 
The presence of non-U.S. citizens on the work site without appropriate
approval could result in termination of the Subcontract.


 


(b)                                 The
Subcontractor shall provide upon request from. 
KSL Services JV or the Government the name of any Subcontract Worker
together with the individual’s address and citizenship.


 


(c)                                  Any
digging of holes under security fencing,, cutting or removing of security fencing, altering of
gates or otherwise providing access into security areas by means other than
established access points shall be accomplished only in the presence of a
Protective Force Security Inspector and only after obtaining approval from the
KSL Services’ N or the Government 48 hours in advance.  At the end of each work day, the
Subcontractor shall repair, replace, or provide adequate barriers to preclude
unauthorized entry into Security Areas through the holes dug or cuts in
security fences or through modified gates or other alteration of the security
perimeters.  Such barriers shall be
inspected and approved by KSL Services or the Government.  The Subcontractor shall make arrangements
through KSL Services or the Government to assure that a LANL Protective Force
Security Inspector is on site to guard any temporary opening during the work
day.


 


(d)                                 All
persons, vehicles, parcels, etc., are subject to search when entering or
leaving any posted Government property at LANL.


 


19





















 


(e)                                  Access
to Areas Requiring “L” or “Q” Clearances:


 


1)                                      Prior to
commencing work, the Subcontractor shall meet with University security
representatives to review security measures that apply to the Subcontract work
and Subcontract Workers.


 


2)                                      All Subcontract
Workers must be U.S. citizens and must possess DOE “L” or “Q” access
authorizations as indicated in Paragraph A above or have been issued an “Escort
Required” badge and be escorted at all times while within the area by a person
possessing a DOE “Q” or “L”‘ access authorization.


 


3)                                      Escorts for entry
of uncleared Subcontract Workers into security areas shall be arranged with the
Contract Administrator.


 


4)                                      The number of
escorts required for a given project shall be based on the number of uncleared
personnel working within an area and the capability for visual contact with all
uncleared personnel at all times by the escort or escorts.  A general rule of thumb is that an
escort can act as escort for a maximum of 4 or 5 people who require escorting.


 


5)                                      Prior to the
issuance of an “L” or “Q” badge
to Subcontract Workers, the Subcontractor shall have submitted and obtained a
favorable Foreign Ownership, Control, or Influence (FOCI) determination.


 


6)                                      For each
Subcontract Worker to be processed for an “L” or “Q” access authorization, the
following information shall be provided:


 


a)                                      Completed
Personnel Security Questionnaire (Form SF-86),
Parts I and II.


b)                                     One
Security Acknowledgment (DOE F-5631.18).


c)                                      Two
Fingerprint Cards (FD-258).


d)                                     If
the employee is a military veteran, one copy of Separation
from Military Senate (DD Form 214) or other acceptable evidence
of military service.


e)                                      Authority for Release of Information (DOE F-5637.1).


f)                                        Two
Fair Credit Release Act forms


g)                                     Other
forms as required by DOE


 


7)                                      If a clearance is
granted, the cleared Subcontract Worker shall attend an indoctrination security
lecture at the LANL Badge Office before issuance of badge.  Badges will be valid for the duration of the
Subcontract or the duration of employment, whichever is shorter.


 


8)                                      All personnel
shall display security badges on their outer clothing above the waistline while
in Security Areas and shall remain within their assigned work areas.


 


9)                                      Terminations for “Q”
or “L” cleared employees shall be reported to S-6 Clearance Processing within
two days.


 


20





















 


10)                                Vehicles driven by
uncleared drivers delivering construction materials will be permitted to enter
Security Areas provided they have been issued an “Escort Required” badge and
are under escort of personnel possessing “Q” or “L” access authorization as appropriate
for the delivery site.


 


(f)                                    Escort-Required
Badging.  See Security and Safeguards
Division Notice 0088 at http://lln.lanl.gov/notice/notice0088.pdf for
policy and procedures or contact the Contract Administrator for a copy.


 


(g)                                 The
requirements for securing eligible personnel and proper personnel security
clearances for work within “L” and “Q” clearance areas and for complying with
other security regulations and procedures shall not be considered cause for an
extension of time for performance of the Subcontract work or for extra payments
under the Subcontract.  The cost of
processing DOE “Q” or “L” access authorizations, however, will be borne by the
Government.


 


(h)                                 Whenever
the work under this Subcontract requires the issuance of badges of any kind,
KSL Services N or the Government may withhold final payment to the
Subcontractor until all such badges are returned to KSL Services JV or the
Government.


 


(i)                                     Notwithstanding
the fact that the Subcontract work is being performed within a DOE-posted area,
a “Q” Cleared Area, or an “L” Cleared area, the responsibility for protection
of property associated with the Subcontract work rests with the Subcontractor.


 


(j)                                     Security
Termination Process.  Within 2
working days of an event described in the figure below, the Subcontractor shall
take the corresponding action in the same figure:


 


	
  Event

  	
   

  	
  Do Termination Briefing &

  Submit DOE Form 5631:29

  for

  	
   

  	
  Return These Badges

  
	
  Terminate Employment

  	
   

  	
  Individual Subcontract Personnel

  	
   

  	
  Individual’s, whether cleared or uncleared,
  including expired

  
	
  Transfer individual from Subcontract

  	
   

  	
  Individual Subcontract Personnel

  	
   

  	
  Individual’s, whether cleared or uncleared,
  including expired

  
	
  Clearance no longer required

  	
   

  	
  All cleared Subcontract Personnel

  	
   

  	
  All cleared badges, including expired

  
	
  FOCI approval withdrawn

  	
   

  	
  All cleared Subcontract Personnel

  	
   

  	
  All cleared badges, including expired

  
	
  Subcontract completed/terminated

  	
   

  	
  All Subcontract Personnel

  	
   

  	
  All badges, whether cleared or uncleared,
  including expired

  



 


DOE Form 5631.29 shall be submitted and
all badges retrieved from Subcontract Personnel as described in the figure
above shall be turned in at the LANL Clearance Processing Office.


 


21





















 


The Subcontractor shall conduct or have conducted
by its subcontractors, for each individual who has been issued a cleared badge,
a Security Termination Briefing and shall obtain a Security Termination
Statement, DOE Form 5631.29.


 


(k)                                  Lost
or Stolen Badges.  If a badge is
lost, the Subcontractor shall ensure that the individual badgeholder comes to
the Badge Office and files a written affidavit of such, using a Notification of
Permanent Inactivation of Badge form (Laboratory Form 1672, or as amended
or superceded), in order to obtain a replacement badge.  If a badge is stolen, the individual
badgeholder must file Laboratory Form 1672 as above and also report the
theft to KSL Services JV or the Government.


 


25.0        UNCLASSIFIED CONTROLLED NUCLEAR INFORMATION (UCNI)


 


(a)                                  Documents
originated by the subcontractor or furnished by the Government through KSL
Services JV to the subcontractor in connection with this project may contain
Unclassified Controlled Nuclear Information (UCNI) as defined in Section 148
of the Atomic Energy Act of 1954, as amended. 
Therefore, the following limitation notice is stamped or typed on the
cover of the documents:


 


“NOT FOR PUBLIC DISSEMINATION THIS DOCUMENT
CONTAINS INFORMATION THAT MAY BE SUBJECT TO SECTION 148 OF THE ATOMIC
ENERGY ACT, AS AMENDED.”


 


The subcontractor shall be responsible for
protecting such information from unauthorized dissemination in accordance with
DOE regulations, requirements, and instructions.


 


(b)                                 UCNI
may only be made available to authorized individuals.  “Individuals” for purposes of this
subcontract, means only U.S. citizens who have a need to know in the
performance of official duties or DOE authorized activities and who are
employees of the Government, employees of a Government contractor or
subcontractors, or employees of a prospective Government contractor or
subcontractor for the purpose of bidding on a Government contract.


 


(c)                                  All
parties receiving UCNI shall be obliged under penalty of law to protect such information as required by 10 CFR 1017.17, such responsibility including but not limited to the
following:


 


(1)           General


 


UCNI requires protection from unauthorized
dissemination.  UCNI must be protected
and controlled in a manner consistent with that customarily accorded other
types of unclassified but sensitive information (e.g., proprietary business
information, personnel, or medical records of employees, attorney-client
information).  The subcontractor shall
establish and maintain a system for the protection of UCNI in its possession or
under its control that is consistent with the physical protection standards
established in this section.  Each authorized
individual or person granted special access to UCNI who receives, acquires, or
produces UCNI or a


 


22





















 


document or material containing UCNI shall
take reasonable and prudent steps to ensure that it is protected from
unauthorized dissemination.


 


(2)           Protection in Use or Storage


 


An authorized individual or a person granted
special access to UCNI shall maintain physical control over any document or
material containing an UCNI notice that is in use so as to prevent unauthorized
access to it.  When any document or
material containing an UCNI notice is not in use, it must be stored in a secure
container (e.g., locked desk or file cabinet) or in a location where access is
limited (e.g., locked or guarded office or controlled access facility).


 


(3)           Reproduction


 


A document or material containing an UCNI
notice may be reproduced to the minimum extent necessary consistent with the
need to carry out official duties, without permission of the originator,
provided that the reproduced document or material is marked and protected in
the same manner as the original document or materials.


 


(4)           Destruction


 


A document of material containing an UCNI
notice may be disposed of by any method that ensure sufficiently complete
destruction to prevent its retrieval (provided that the disposal is authorized
by the Archivist of the United States under 41 CFR 101-11.4 and by agency
records disposition schedules).


 


(5)           Transmission


 


(A)                              A
document or material containing an UCNI notice must be packaged to prevent
disclosure of the presence of UCNI when transmitted by a means that could allow
access to the document or material by a person who is not an authorized
individual or a person granted special access to UCNI.  The address and return address must be
indicated on the outside of the package.


 


(B)                                A
document or material containing an UCNI notice may be transmitted by the
following means:


 


(i)                                     U.S.
first class, express, certified or registered mail;


 


(ii)                                  Any
means approved for the transmission of classified documents or material;


 


23





















 


(iii)                               An
authorized individual or a person granted special access to UCNI when he or she
can control access to the document or material being transmitted; or


 


(iv)                              Any
other means determined by the Assistant Secretary for Defense Programs to be
sufficiently secure.


 


(C)                                UCNI
may be discussed or transmitted over an unprotected telephone or telecommunications
circuit when required by operational .considerations.  More secure means of communication should be
used whenever possible.


 


(6)           Automated Data Processing (ADP)


 


UCNI may be processed or produced on any ADP
system that is certified for classified information or that complies with the
guidelines of Office of Management and Budget Circular No.  A-71, “Security
of Federal Automated Information Systems, or that has been approved for such
use in accordance with the provisions of applicable DOE directives.


 


(7)           Civil Penalty


 


Any person who violates Section 148 of
the Atomic Energy Act or any regulation or order of the Secretary issued under Section 148
of the Atomic Energy Act, including these regulations, is subject to a civil
penalty.  The Assistant Secretary for
Defense Programs may recommend to the Secretary imposition of this civil
penalty, which shall not exceed $100,000 for each violation.


 


26.0        COLLECTIVE BARGAINING AGREEMENTS


 


(a)                                  When
negotiating collective bargaining agreements applicable to the work force under
this Subcontract, the Subcontractor shall use its best efforts to ensure such
agreements contain provisions designed to assure continuity of services.  All such agreements entered into during the
contract period of performance should provide that grievances and disputes
involving the interpretation or application of the agreement will be settled
without resorting to strike, lockout, or other interruption of normal
operations.  For this purpose, each collective
bargaining agreement should provide an effective grievance procedure with
arbitration as its final step, unless the parties mutually agree upon some
other method of assuring continuity of operations.  As part of such agreements, management and labor
should agree to cooperate fully with the Federal Mediation and Conciliation
Service.


 


(b)                                 The
Subcontractor shall provide the KSL Services or the Government with copies of
all collective bargaining agreements, including any amendments, supplements or
modifications thereto, or any other bargaining agreements that arise during the
course of this Subcontract and that apply to Subcontractor employees working
under this Subcontract.


 


24





















 


(c)                                  The
Subcontractor is required to recognize existing bargaining representatives, and
comply with existing Collective Bargaining Agreements as permitted by law.


 


27.0        LABOR
RELATIONS


 


(a)                                  The
Subcontractor will respect the rights of employees (i) to organize, form,
join or assist labor organizations, bargain collectively through
representatives of the employees’ own choosing, and engage in other protected
concerted activities for the purpose of collective bargaining, and (ii) to
refrain from such activities.


 


(b)                                 To
the extent required by law, the Subcontractor shall give notice to any lawfully
designated representatives of its employees for purposes of collective
bargaining and, upon proper request, bargain to good faith impasses or
agreement, or otherwise satisfy applicable bargaining obligations.


 


(c)                                  The
Subcontractor shall promptly advise the Contract Administrator of, and provide
all appropriate documentation regarding, any labor relations developments that
involve or appear likely to involve:


 


(1)           Possible strike
situations affecting the facility;


(2)           Referral to the Energy
Labor-Management Relations Panel;


(3)           The National Labor
Relations Board at any level;


(4)                                  Recourse to
procedures under the Labor-Management Relations Act of 1947, as amended, or any
other Federal or state labor law; or


(5)                                  Any grievance which
may reasonably be assumed will be arbitrated under Collective Bargaining
Agreement.


 


28.0        INDEMNIFICATION
AND HOLD HARMLESS


 


(a)                                  The
Subcontractor shall indemnify KSL Services JV, the University, the Government,
and their agents and employees and shall hold them harmless from all claims and
demands of third parties arising out of the Subcontractor’s, or any of its
lower-tier subcontractors’ performance of this subcontract, to which KSL
Services JV, the University, the Government, or their agents or employees may
be subject by reason of any negligent acts, on the part of the Subcontractor,
any of its lower-tier subcontractors, or their respective officers, agents, or
employees; provided, however, where such claims and demands result from the
negligence or willful misconduct of KSL Services JV, the University or its
other subcontractors, or their respective employees, the Subcontractor’s
liability for such claims and demands shall be in proportion to its and its
lower-tier subcontractors’ share of fault in the events giving rise to the
claim or demand.


 


(b)                                 The
Subcontractor shall promptly notify KSL Services JV in writing of any claim or
demand related to performance of this subcontract that the Subcontractor
becomes aware of The Subcontractor shall cooperate with KSL Services JV and the
University in the defense of claims and demands described in this clause.


 


25





















 


29.0        INSURANCE


 


(a)                                  The
Subcontractor shall provide and maintain during the entire period of performance
of the subcontract insurance in amounts sufficient to cover the perils to which
the Subcontractor is exposed and to protect KSL Services JV, the University’s
and the Government’s interests, but, in no event less than the kinds and
minimum amounts of insurance required by this clause and such other insurance
as the Subcontract Administrator may require under this Subcontract.  The Subcontractor’s liability is not limited
by the kinds and minimum amounts of insurance required by this clause.


 


(b)                                 Before
commencing the subcontract work, the Subcontractor shall provide the
Subcontract Administrator a copy of certificates or policies of insurance
required by this clause.  These policies
shall name KSL Services JV, the University of California and the U.S. Government
as an additional Insured, provide a Waiver of Subrogation in favor of KSL
Services JV, the University of California and the U.S. Government, and shall
contain an endorsement to the effect that any cancellation or any material
change adversely affecting KSL Services N interests shall not be effective—


 


(1)                                  For such period as
the laws of the State in which this
subcontract is to be performed prescribe; or


 


(2)                                  Until 30 days after
the insurer or the Subcontractor gives written notice to the Subcontract
Administrator, which ever period is longer.


 


(c)                                  The
Subcontractor shall insert the substance of this clause, including this
paragraph (c), in lower-tier subcontracts under this Subcontract.  The Subcontractor shall maintain copies of
all subcontractors’ proofs of required insurance and shall provide copies to
the Subcontract Administrator upon request.


 


(d)                                 Without in any way
limiting Subcontractor’s liability hereunder, Subcontractor shall maintain the
following insurance in form and with underwriters satisfactory to KSL Services
JV:


 


(1)                                  Workers’
Compensation and Occupational Disease coverage as required by
Federal and State law;


 


(2)                                  Employer’s
Liability insurance of at least $100,000.


 


(3)                                  General
Liability insurance for bodily injury written on a comprehensive
form of policy of at least $500,000 per occurrence;


 


(4)                                  Automobile
Liability insurance written on a comprehensive form of policy
providing for minimum coverage in the amounts of $200,000 per person and
$500,000 per occurrence for bodily injury and of $20,000 per occurrence for
property damage in connection with the operation of all automobiles used in
connection with subcontract performance.


 


26





















 


(5)                                  Professional
Liability insurance with an amount no less than $1,000,000 if the
Subcontract is for professional services such as those performed by doctors,
lawyers, and architect-engineers or as required by the Subcontract
Administrator.


 


30.0        UNIVERSITY’S RIGHT TO OFFSET


 


KSL Services JV may collect any amount
determined by the KSL Subcontract Administrator to be owed to KSL Services JV
or the University by the Subcontractor by offsetting the amount against any
payment due to the Subcontractor under any subcontract it has , with KSL
Services JV or the University issued pursuant the University’s contract with
DOE for management and operation of LANL. 
Any challenge to the amount of an offset under this clause shall be
resolved under the Disputes clause
of this subcontract.


 


31.0                        ALTERATION
OF CLAUSE ENTITLED “STATE OF NEW MEXICO GROSS RECEIPTS AND COMPENSATING TAX”.  FAR 52.229-10


 


Change all references to “Type 15 NonTaxable
Transaction Certificate” in the clause entitled “State of New Mexico Gross
Receipts and Compensating Tax” to “Type 5 NonTaxable Transaction Certificate,
Resale of Services” or the applicable Type of Certificate as required by the
State of New Mexico.


 


32.0        ACCESS TO AND OWNERSHIP OF RECORDS


 


(a)                                  Government-owned
records.  Except as provided in paragraph
(b) of this clause, all records acquired or generated by the Subcontractor
in its performance of this subcontract shall be the property of the Government
-and shall be delivered to the Government or otherwise disposed of by the
Subcontractor either as the Contract Administrator may from time to time direct
during the progress of the work or, in any event, as the Contract Administrator
shall direct upon completion or termination of the subcontract.


 


(b)                                 Subcontractor-owned
records.  The following records are
considered the property of the Subcontractor and are not within the scope of
paragraph (a) of this clause.


 


(1)                                  Employment-related
records (such as workers’ compensation files; employee relations records,
records on salary and employee benefits; drug testing records, labor
negotiation records; records on ethics, employee concerns, and other
employee-related investigations conducted under an expectation of
confidentiality; employee assistance program records; and personnel and medical
health-related records and similar files), and non-employee patient
medical/health related records, except for those records described by the
contract as being maintained in Privacy Act systems of records.


 


(2)                                  Confidential
contractor financial information, and correspondence between the contractor and
other segments of the contractor located away from the Government facility
(i.e., the Subcontractor’s corporate headquarters);


 


27





















 


(3)                                  Records relating to
any procurement action by the Subcontractor, except for records that under the
DEAR 970.5232-3 clause entitled, Accounts, Records, and
Inspection, are described as the property of the Government; and


 


(4)                                  Legal records,
including legal opinions, litigation files, and documents covered by the
attorney-client and attorney work product privileges; and


 


(5)                                  The following
categories of records maintained pursuant to the technology transfer clause of
this contract:


 


(i)                                     Executed license
agreements, including exhibits or appendices containing information on
royalties, royalty rates, other financial information, or commercialization
plans, and all related documents, notes and correspondence.


 


(ii)                                  The Subcontractor’s
protected Cooperative Research and Development Agreement (CRADA) information
and appendices to a CRADA that contain licensing terms and conditions, or
royalty or royalty rate information.


 


(iii)                               Patent, copyright, mask
work, and trademark application files and related contractor invention
disclosures, documents and correspondence, where the Subcontractor has elected
rights or has permission to assert rights and has not relinquished such rights
or turned such rights over to the Government.


 


(c)                                  Subcontract
completion or termination.  In the event
of completion or termination of this subcontract, copies of any of the
Subcontractor-owned records identified in paragraph (b) of this clause,
upon the request of the Government; shall be delivered to the Government or its
designees, including successor contractors. 
Upon delivery, title to such records
shall vest in the Government .or its designees, and such records shall be
protected in accordance with applicable federal laws (including the Privacy
Act), as appropriate.


 


(d)                                 Inspection,
copying, and audit of records.  All
records acquired or generated by the Subcontractor under this subcontract in
the possession of the Subcontractor, including those described at paragraph (b) of
this clause, shall be subject to inspection, copying, and audit by the
Government or its designees at all reasonable times, and the Subcontractor
shall afford the Government or its designees reasonable facilities for such inspection, copying, and audit; provided, however, that
upon request by the Contract Administrator, the Subcontractor shall deliver
such records to a location specified by the Contract Administrator for
inspection, copying, and audit: The Government or its designees shall use such
records in accordance with applicable federal laws (including the Privacy Act),
as appropriate.


 


(e)                                  Applicability
Paragraphs (b), (c), and (d) of this clause apply to all records without
regard to the date or origination of such records.


 


28





















 


(f)                                    Records
retention standards.  Special records
retention standards, described at DOE Order 200.1, Information Management
Program (version in effect on effective date of subcontract), are applicable
for the classes of records described therein, whether or not the records are
owned by the Government or the Subcontractor. 
In addition, the Subcontractor shall retain individual radiation
exposure records generated in the performance of work under this subcontract
until the Government authorizes disposal. 
The Government may waive application of these record retention
schedules, if, upon termination or completion of the subcontract, the
Government exercises its right under paragraph (c) of this clause to
obtain copies and delivery of records described in paragraphs (a) and (b) of
this clause.


 


(g)                                 Subcontracts.  The Subcontractor shall include the
requirements of this clause in all subcontracts that are of a
cost-reimbursement type if any of the following factors is present:


 


(1)                                  The value of the
subcontract is greater than $2 million (unless specifically waived by the
Contract Administrator);


 


(2)                                  The Contract
Administrator determines that the subcontract is, or involves, a critical task
related to the subcontract; or


 


(3)                                  The subcontract
includes 48 CFR 970.5223-1, Integration of Environment, Safety, and Health into
Work Planning and Execution, or similar clause.


 


33.0        ALLOWABLE
COST AND PAYMENT


 


(a)           Invoicing.


 


(1)                                  KSL Services N will
make payments to the Subcontractor in accordance with the Prime Subcontract
between KSL Services JV, the University and this clause.


 


(2)                                  Subcontract financing
payments are not subject to the interest penalty provisions of the Prompt
Payment Act.  Interim payments made prior
to the final payment under the subcontract are contract financing payments.


 


(3)                                  In the event that the
University requires an audit or other review of a specific payment to ensure
compliance with the terms and conditions of the subcontract, the KSL Services
JV may withhold payment for the cost in question.


 


(b)           Reimbursing costs.


 


(1)                                  For the purpose of
paying allowable costs (except as provided in paragraph (b)(2) of this clause,
with respect to pension, deferred profit sharing, and employee stock ownership
plan contributions), the term “costs” includes only


 


29





















 


(i)                                     Those
recorded costs that, at the time of the request for reimbursement or withdrawal
from the Special Financial Institution Account, the Subcontractor has paid by
cash, check, or other form of actual payment for items or services purchased
directly for the contract;


 


(ii)                                  When
the Subcontractor is not delinquent in paying costs of subcontract performance
in the ordinary course of business, costs incurred, but not necessarily paid,
for


 


(A)                              Supplies
and services purchased directly for the subcontract and associated financing
payments to lower tier subcontractors, provided payments will be made


 


(1)                                  In
accordance with the terms and conditions of a lower tier subcontract or
invoice; and


 


(2)                                  Ordinarily
prior to the submission of KSL Services ‘IV next monthly certified invoice to
the University;


 


(B)                                Materials
issued from the Subcontractor’s inventory and placed in the production process
for use on the subcontract;


 


(C)                                Direct
labor;


 


(D)                               Direct
travel;


 


(E)                                 Other
direct in-house costs; and


 


(F)                                 Properly
allocable and allowable indirect costs, as shown in the records maintained by
the Subcontractor for purposes of obtaining reimbursement under the
subcontract;


 


(iii)                               The
amount of financing payments that have been paid by cash, check, or other forms
of payment to lower-tier subcontractors.


 


(2)                                  Accrued
costs of Subcontractor contributions under employee pension plans shall be
excluded until actually paid unless


 


(i)            The
Subcontractor’s practice is to make contributions to the retirement fund
quarterly or more frequently; and


 


(ii)           The
contribution does not remain unpaid 30 days after the end of the applicable
quarter or shorter payment period (any contribution remaining unpaid shall be
excluded from the Subcontractor’s indirect costs for payment purposes).


 


30





















 


(3)           Notwithstanding
the audit and adjustment of invoices or vouchers under paragraph (e) of
this clause, allowable indirect costs under this subcontract shall be obtained
by applying indirect cost rates established in accordance with paragraph (c) of
this clause.


 


(4)           Any
statements in specifications or other documents incorporated in this
subcontract by reference designating performance of services or furnishing of
materials at the Subcontractor’s expense or at no cost to the University or the
Government shall be disregarded for purposes of cost-reimbursement under this
clause.


 


(c)            Final
indirect cost rates.


 


(1)                                  Final
annual indirect cost rates and the appropriate bases shall be established in
accordance with Subpart 42.7 of the Federal Acquisition Regulation (FAR) in effect
for the period covered by’ the
indirect cost rate proposal.


 


(2)                                  (i)            The
Subcontractor shall submit an adequate final indirect cost rate proposal to KSL
Services JV within the 6-month period following the expiration of each of
Government’s fiscal years.  Reasonable
extensions, for exceptional circumstances only, may be requested in writing by
the Subcontractor through KSL Services N and granted in writing by the Contract
Administrator.  The Subcontractor shall
support its proposal with adequate supporting data.


 


(ii)           The
proposed rates shall be based on the Subcontractor’s actual cost experience for
that period.  The Contract Administrator
and the Subcontractor shall establish the final indirect cost rates as promptly
as practical after receipt of the Subcontractor’s proposal.


 


(3)                                  The
Subcontractor and Contract Administrator shall execute a written understanding
setting forth the final indirect
cost rates.  The understanding shall
specify


 


(i)            the
agreed-upon final annual indirect cost rates,


 


(ii)           the
bases to which the rates apply,


 


(iii)                               the
periods for which the rates apply,


 


(iv)                              any
specific indirect cost items treated as direct costs in the settlement, and


 


(v)                                 the
affected subcontract, identifying any with advance agreements or special terms
and the applicable rates.  The
understanding shall


 


31





















 


not change any monetary ceiling, subcontract
obligation, or specific cost allowance or disallowance provided for in this
subcontract.  The understanding is incorporated
into this subcontract upon execution.


 


(4)                                  Failure
by the parties to agree on a final annual indirect cost rate shall be a dispute
within the meaning of the Disputes clause.


 


(5)                                  Within
120 days (or longer period if approved in writing by the Contract
Administrator) after settlement of the final annual indirect cost rates for all
years of a physically complete subcontract, the Subcontractor shall submit to
KSL Services JV a completion invoice or voucher to reflect the settled amounts
and rates.


 


(6)                                  (i)            If
the Subcontractor fails to submit a completion invoice or voucher to KSL
Services JV within the time specified in paragraph (c)(5) of this clause,
the Contract Administrator may


 


(A)                              Determine
the amounts due to the Subcontractor under the subcontract; and


 


(B)                                Record
this determination in a unilateral modification to the subcontract.


 


(ii)                                  This
determination constitutes the final decision of the Contract Administrator in
accordance with the Special Conditions, Paragraph 29, entitled “Disputes.


 


(d)                                 Billing
rates.  Until final annual indirect cost
rates are established for any period, the Government shall reimburse the
Subcontractor at billing rates established by the Contract Administrator or by
an authorized representative (the cognizant auditor), subject to adjustment
when the final rates are established. 
These billing rates-


 


(1)                                  Shall
be the anticipated final rates; and


 


(2)                                  May be
prospectively or retroactively revised by mutual agreement, at either party’s
request, to prevent substantial overpayment or underpayment.


 


(e)                                  Audit.  At any time or times before final payment,
the Contract Administrator may have the Subcontractor’s invoices or vouchers
and statements of cost audited.  Any
payment may be—


 


(1)                                  Reduced
by amounts found by the Contract Administrator not to constitute allowable
costs; or


 


(2)                                  Adjusted
for prior overpayments or underpayments.


 


32





















 


(f)                                    Final
payment.


 


(1)                                  Upon
approval of a completion invoice or voucher submitted by the Subcontractor in
accordance with paragraph (c)(5) of this clause, and upon the
Subcontractor’s compliance with all terms of this subcontract, the University
shall promptly pay any balance of allowable costs and that part of the fee (if
any) not previously paid.


 


(2)                                  The
Subcontractor shall pay to KSL Services JV any refunds, rebates, credits, or
other amounts (including interest, if any) accruing to or received by the
Subcontractor or any assignee under this subcontract, to the extent that those
amounts are properly allocable to costs for which the Subcontractor has been
reimbursed by KSL Services JV from the University.  Reasonable expenses incurred by the
Subcontractor for securing refunds, rebates, credits, or other amounts shall be
allowable costs if approved by the Contract Administrator.  Before final payment under this subcontract,
the Subcontractor and each assignee whose assignment is in effect at *the time
of final payment shall execute and deliver


 


(i)                                     An
assignment to the Government, in.  form
and substance satisfactory to the Contract Administrator, of refunds, rebates,
credits, or other amounts (including interest, if any) properly allocable to
costs for which the Subcontractor has been reimbursed by KSL Services JV, the
University, or government under this subcontract; and


 


(ii)                                  A
release discharging KSL Services JV, the University and the Government, its
officers, agents, and employees from all liabilities, obligations, and claims
arising out of or under this subcontract, except


 


(A)                              Specified
claims stated in exact amounts, or in estimated amounts when the exact amounts
are not known;


 


(B)                                Claims
(including reasonable incidental expenses) based upon liabilities of the
Subcontractor to third parties arising out of the performance of this
subcontract; provided, that the claims are not known to the Subcontractor on
the date of the execution of the release, and that the Subcontractor gives
notice of the claims in writing to KSL Services JV, within 6 years following
the release date or notice of final payment date, whichever is earlier; and


 


(C)                                Claims
for reimbursement of costs, including reasonable incidental expenses, incurred
by the Subcontractor under the patent clauses of this subcontract, excluding,
however,


 


33





















 


any expenses arising from the Subcontractor’s
indemnification of KSL Services JV, the University or the Government against
patent liability.


 


34.0        FIXED FEE


 


(a)                                  KSL
Services JV shall pay the Subcontractor for performing this subcontract the fixed
fee specified in Exhibit B Pricing Schedule.


 


(b)                                 Payment
of the fixed fee shall be made as specified in the Schedule; provided that
after payment of 85 percent of the fixed fee, KSL Services JV may withhold
further payment of fee until a reserve is set aside in an amount that KSL
Services JV considers necessary to protect the Government and KSL Services JV
interest.  This reserve shall not exceed
15 percent of the total fixed fee or $100,000, whichever is less.  KSL Services JV shall release 75 percent of
all fee withholds under this subcontract after receipt of the certified final
indirect cost rate proposal covering the year of physical completion of this
subcontract, provided the Subcontractor has satisfied all other subcontract
terms and conditions, including the submission of final patent and royalty
reports, and is not delinquent in submitting final vouchers on prior years’
settlements.  KSL may release up to 90
percent of the fee withholds under this contract based on the Subcontractor’s
past performance related to the submission and settlement of final indirect
cost rate proposals with the Government.


 


34





















 


Attachment 1


 


KSL Statement of Work


 


This Statement
of Work (SOW) establishes the general scope of work for the Support Services
Subcontractor (SSS) responsible for providing the management, administrative,
and technical functions and expertise necessary for the effective and timely
delivery of facility support services to Los Alamos National Laboratory.  The Subcontractor shall perform all work
requirements in accordance with the contract documents and with the Laboratory,
Department of Energy (DOE), and other specified policies, directives, and laws.


 


The
Subcontractor shall comply with all applicable Laws, Laboratory Performance
Requirements (LPR), Laboratory Implementing Requirements (LIR), Notices,
Alerts, and Urgent Memorandums in the performance of the following.  Statement of Work.


 


Management and Administration


 


General


 


The primary
purpose of Management and Administration activities under this subcontract is
to support the Subcontractor’s service functions performed in fulfillment of
this SOW.  Therefore, Subcontractor
management and administration functions will be performed in accordance with
procedures and policies developed and maintained by the Subcontractor, and will
provide the Laboratory and the Subcontractor assurance that applicable codes,
standards (including Laboratory standards), regulations, and objectives are
recognized, and objectives are achieved in the performance of the services
provided.  Data and reports will be
provided consistent with standing practices and evolving needs.  Providing economic stability, community
economic development opportunities, and being a good corporate citizen are
important to Northern New Mexico (NNM) and the University.  The Subcontractor will be expected to become
a vital part of northern New Mexico communities through a variety of means, and
to plan and implement business decisions and practices that contribute in
meaningful and measurable ways to regional economic development.


 


Financial
Management


 


The
Subcontractor will budget for, accumulate, control, and provide reporting’
systems for all costs (labor, materials, overhead, etc.) and government
property associated with subcontract activities.  The Subcontractor shall manage and maintain a
financial management system in accordance with GAAP that provides timely and
accurate cost data; provides for comparison of these costs with budget forecasts;
provides rationale for deviation, variance analyses, and other supporting data;
and integrates with Laboratory systems. 
The Subcontractor shall reconcile: 1) the Laboratory’s monthly cost
transfer to the Subcontractor, accounting for all equipment, material, rental,
and service charges; and 2) daily electronic receipt transactions and exception
processing between the Subcontractor’s financial system and the Laboratory’s
financial system.


 


The
Subcontractor will maintain a separate and distinct set of accounts, records,
documents, and other .  evidence showing
and supporting all costs incurred, revenues, or other applicable credits, and
the receipt, use, and disposition of all government property coming into the
possession of the


 


1





















 


Subcontractor
under this subcontract.  The Subcontract
shall comply with the requirements associated with the accounting, billing, and
transfer activities of a DOE Integrated Contractor.


 


The system of
accounts maintained shall be subject to the approval of the Laboratory and
shall conform to generally accepted accounting principles and to requirements
outlined in the DOE Accounting Practices and
Procedures Handbook that are applicable to Integrated Contractors of
the DOE.


 


The Laboratory
shall provide to the Subcontractor adequate computer links, equipment and
software to access the Laboratory’s Financial Management Information
System.  (FMIS).  The Laboratory shall provide to the
Subcontractor all necessary software to accomplish the accrual and transmission
of cost and budgetary.  data.  At the appropriate time each year, and as
major changes occur, the Subcontractor will petition various Laboratory
entities to obtain the volume of services expected to be required.  Laboratory personnel will provide their best
estimate, which will be validated by the Laboratory Contract
Administrator.  The Subcontractor shall
be responsible for formulating (and reviewing with the Laboratory) budgets that
include general estimates of the work volume in each major activity and
proposed overhead budgets and rates for the ensuing year.


 


The
Subcontractor will provide to the Laboratory financial reports, data, and
records that will permit the DOE and the Laboratory’s organizations to
integrate Subcontractor’s costs into the Laboratory’s financial management
system on a .  daily basis.  This information shall be submitted
electronically, so that costs are accumulated and reported in accordance with
Laboratory requirements.  As a minimum,
the Subcontractor will provide the following deliverables: 1) Accounts
Receivable Aging Report; 2) Voucher Accounting for Net Expenditures Accrued; 3)
Financial Statements and Narrative Analysis; 4) Cost Report Form 1081 -
Modified Billing Balance Sheet and Trial Balance; 5) DOE Form 325 Transfer
Vouchers; 6) DOE Expense Report No.  703, GL35; 7) Subcontractor’s Report
07C Operating Statement; and 8).  Detailed
Transfers/Activities Cost Report.


 


Human
Resources


 


The
Subcontractor shall manage and administer a human resources program that
enhances achievement of the Subcontractor’s mission, promotes diversity,
employee development, and contributes to improved utilization and productivity
of personnel.  The Subcontractor shall
perform the following:


 


1.                                       Implement and
manage a program and appropriate policy and procedure for human resources that
includes the following elements:


 


•              Compensation
for non-represented employees;


 


•              Fringe
benefits and other benefits for non-represented employees;


 


•              Labor-management
relations;


 


•              Affirmative
Action and Equal Employment Opportunity;


 


2





















 


•              Recruitment,
selection, placement, utilization, development, and advancement;


 


•              Counseling,
rehabilitation, complaint resolution, and discipline.;


 


•              Training;


 


•              Substance
abuse policy:


 


•              Employee
performance appraisal and monitoring;


 


•              Management/employee
communication;


 


•              Periodic
medical examinations and physicals;


 


•              Workforce
restructuring plans (per Section 3161 of the Defense Authorization Act);
and


 


•              Workers’
compensation administration.


 


2.             Submit for approval
by August 15th of each year, an annual salary fund proposal for
implementation during the ensuing fiscal year. 
The purpose of this proposal is to establish wage and salary increases
for both merit and promotional reasons for non-represented personnel.  This request shall include a proposed budget
and distribution plan supported by relevant market data and analysis, the
contents of which shall have been previously approved by the Laboratory.


 


3.             Submit for approval
any changes to employee’s benefits packages that adversely affect the direct
mark of labor costs paid by LANL.


 


4.             Disclose all facts
and circumstances concerning any labor matters ( including, but not limited to,
charges/complaints/representation issues) involving the National Labor
Relations Board (NLRB), litigation in any court, grievances, workers’
compensation cases, arbitration cases, and labor issues that have the potential
for site-wide or DOE system-wide impacts, and any threatened or potential labor
stoppages.


 


5.             Utilize and support
Department of Labor apprenticeship and training programs and local union
training efforts.


 


6.             Maintain automated
training and qualification records for Subcontractor personnel, make the
information available on the Laboratory’s integrated training and certification
database (the Employee.  Development
System, or EDS), and ensure that personnel are qualified to perform assigned
tasks.  .


 


Environment,
Safety, and Health


 


The
Subcontractor shall manage, implement, support, and continuously improve an
Environment, Safety and Health (ES&H) program that is in compliance with
all governing laws and Laboratory requirements; satisfies LANL facility and
programmatic needs; strives to eliminate injuries and reduce adverse
environmental and health impacts; proactively conforms to applicable
regulations; conserves natural resources; and is responsive to the public’s
expectations


 


3










 













 


for safety and
for protection of the environment.  At a
minimum the program must provide for environmental protection and pollution
prevention at the Federal norm and ensure the health and safety of workers, the
Laboratory workforce, and the public arising from the activities encompassed by
this SOW.  The Subcontractor performs
services and activities in Laboratory-operated facilities or locations.  In these situations Subcontractor personnel
may be exposed to hazards not normally encountered in routine construction and
maintenance (e.g., ionizing radiation, radioactive contamination, lasers,
hazardous and toxic chemicals, high pressure, stored high voltage; high
explosives, and often unidentified site hazards associated with an aging
facility).  The Subcontractor’s program
must recognize these possibilities and must provide the necessary Laboratory
support and accommodate all interfaces required between the Subcontractor and
the Laboratory’s established ES&H program.


 


Quality


 


The
Subcontractor shall develop, implement, and manage a comprehensive Quality
Management program consisting of two key elements: (1) a quality assurance
component for formality of operations and assurance where appropriate, and (2) a
quality improvement component to facilitate customer satisfaction by enhancing
work processes and continually improving on quality, cost, and cycle time in
all operations.


 


The level of
rigor associated with Quality Assurance should vary depending upon associated
Laboratory requirements; the consequence of failure associated with the
activity, the facilities where the work is being performed (nuclear and
non-nuclear), and the nature of the work itself.  The Subcontractor’s Quality Assurance (QA)
and Quality Control (QC) plans and programs must be tailored to meet the
varying needs of the Laboratory organizations it services and reinforce
configuration management and conduct of operations principles.  Quality improvement principles should be
employed in all aspects of the Subcontractor’s operations to identify and
improve cost, cycle time, and customer satisfaction.  Subcontractor activities should reflect
process consistency and formality and demonstrate statistical control.


 


Work
Management


 


The
Subcontractor shall implement and maintain a work management process that
provides for orderly and efficient processing of work.  This process shall provide the estimating,
scheduling, load leveling, materials management, and controls for both
centralized and decentralized work.  Work
management” processes will comply with the Laboratory’s Work Control LIR.


 


Information
and Data Management


 


The
Subcontractor shall perform information and data management functions necessary
to operate, maintain, modify, or introduce information systems supporting
Subcontractor functions, such as payroll, financial accounting, data and
reports, performance measures, and other necessary activities.  The Subcontractor shall assist, when re
quested by the Laboratory, in managing the facility data and information
systems support effort.  The policies,
standards, and procedures shall meet generally accepted industry practices, and
resulting systems will be compatible with and interface effectively and
efficiently with the Laboratory’s automated systems, including the computerized
maintenance management system (CMMS). 
On-site


 


4





















 


systems shall
be modified or replaced consistent with the Laboratory’s Information
Architecture standards.  Particular
emphasis shall be placed on accuracy and auditability of data.  Where appropriate, databases shall be
established and maintained in a manner that permits access by the Laboratory.


 


Security


 


The
Subcontractor shall establish, implement, and manage an operational security
program that incorporates employee security awareness and human reliability,
including the safeguarding of government property, information, facilities, and
equipment in accordance with applicable policies, orders, and regulations.  The Subcontractor shall maintain a program
for management and operation of the Laboratory Lock-shop and the Laboratory’s
bulk classified document destruction facility that meets DOE and Laboratory
requirements.  When requested, the
Subcontractor shall also provide expeditious assistance to the Security &
Safeguards Special Projects Office and the Los Alamos Police Department in
conducting inquiries and/or investigations into criminal or illegal activity
including, but not limited to, providing documents, arranging employee
interviews, and providing personnel information.


 


Procurement


 


The
Subcontractor shall provide procurement capability in support of Subcontractor
material and service requirements to meet specific programmatic and project
requirements at the lowest practicable cost to the Laboratory.  The Laboratory provides Just In Time (JIT)
and blanket contracts to support Laboratory and Subcontractor material
requirements as well as a full suite of procurement-related services.  All items acquired through Laboratory procurement
services will be charged to the Subcontractor, who, in turn will charge the
customer.  The Subcontractor and the
Laboratory will coordinate contract makeup, coverage, usage, item
identification, and electronic catalog files and updates on JIT contracts that
support the Subcontractor’s specific needs. 
The Subcontractor shall maintain coordination of the electronic
interface for transmission of orders for JIT, direct purchase, purchase cards,
local vendor agreements, TIPS and stores issues.


 


Property
Management


 


The
Subcontractor shall be responsible and accountable for all government property
in the Subcontractor’s possession. 
Responsibility includes maintaining, administering, warehousing,
controlling, and annually reconciling all assigned government property and may
involve reimbursement for property losses under.  circumstances within the control of the
Subcontractor.  The Subcontractor shall
provide the Laboratory, through established data deliverables the financial
accountability reports on excess equipment transferred to the Subcontractor for
reutilization and disposal.  The
Subcontractor shall submit monthly status reports for 1) property numbered,
controlled, or sensitive items, or 2) expense items that are not otherwise
property numbered, controlled, or sensitive that were previously reports as
suspected theft, lost, damaged.


 


The
Laboratory, either directly or through the Subcontractor on a cost reimbursable
basis, will provide all government Furnished Property (GFP), including special
and general tools, equipment, materials, and facilities (except as may be
stated and agreed to elsewhere), to support


 


5





















 


the
subcontract effort, all of which must be appropriately controlled by the
Subcontractor.  The Subcontractor shall
report to the Laboratory all cases of theft, loss, or destruction of or damage
to government property in the Subcontractor’s possession or control within 24
hours of knowledge of the incident.


 


Property
Disposal


 


The
Subcontractor shall maintain, and where possible, improve
reutilization/recycle/resale/destruction processes for excess government
equipment and materials released to the Subcontractor.  The Subcontractor’s responsibilities include
receiving or picking up excess Laboratory property, and maintaining, administering,
and controlling it as it is either reused, recycled, resold, or destroyed.  Services encompass high-risk property
items.  High-risk property is considered
to be that property which could pose risks to the public  environment, or the national security
interests or proliferation concerns of the United States.  The Subcontractor shall ensure proper
handling, documentation, and compliance with Department of Transportation
requirements for property during transport, receiving, and storage to ensure
protection from damage, destruction, or theft.


 


Maintenance


 


The
Subcontractor shall provide appropriately trained and qualified personnel for
broad range of preventive, predictive, and corrective maintenance services for
government Real Property and Installed Equipment (RPIE) at the Laboratory.  The general requirements of this section also
includes buildings, facilities, and equipment associated with the operation,
transmission, distribution, or generation of utilities services, and should be
considered in conjunction with 4.4, Utilities Operations and Maintenance.  In scope services and expectations shall
include those defined in DOE 0 433.1 and maintenance-related Laboratory LPRs
and LIRs.


 


Small Projects and Decommissioning


 


The
Subcontractor shall provide installation, alteration, engineering, and
construction services to the Laboratory. 
These services are generally defined as expense funded facility and
infrastructure projects and encompass a wide range of activities, from minor
(less than $2,000) tasks to larger renovations, alterations, equipment
installations, and new construction (which may involve asbestos abatement and
related issues).  This work scope
includes demolition.  and decommissioning
activities that may include radiological and/or hazardous contaminants.


 


In executing
these activities it is incumbent upon the Subcontractor to achieve the lowest
practicable costs, prompt delivery of services, consistent quality, and
acceptable levels of risk to the worker, public, and environment.


 


Utilities Operations and Maintenance


 


The
Subcontractor shall operate and maintain the DOE-owned utility systems at the
Laboratory, including on-site electric production, electric transmission and
distribution, water distribution, sanitary wastewater collection and treatment,
steam production and distribution, and natural gas distribution.  The Subcontractor shall operate the Power
Control Dispatch Center 24 hours/day 7 days/week.  The Subcontractor shall provide personnel to
respond and evaluate after-hours


 


6





















 


trouble calls
and arrange for repair personnel, if required. 
Primary and secondary utility as-built mapping shall also be
provided.  The services shall include
such elements as sales and billing, operation maintenance, alterations,
repairs, upgrading, and budgeting.  In
providing these services, the Subcontractor shall comply with the Laboratory
standards; all applicable federal, state and local laws, codes and regulations;
applicable DOE Orders; and acceptable utility practices.


 


The
Subcontractor should strive to efficiently and effectively manage.,
operate, monitor, and extend the useful life of the utility systems while
meeting the stated performance criteria for each utility.


 


Facility and Infrastructure Improvements


 


Upon request
by the Laboratory, the Subcontractor shall review and submit proposals to enter
into Subcontractor/third-party financed projects that increase efficiency and
reduce ongoing operational, commodity, and maintenance costs.  Examples of potential projects include
facilities and infrastructure such as electrical, steam, heating, lighting,
motor control, and HVAC systems. 
Specific initiatives, if requested, negotiated and approved by the
Laboratory and the Subcontractor, would be paid for from the annual savings
generated after completion of the project. 
Projects are typically fixed price, generate guaranteed savings, and are
accounted for separately from the balance of this Subcontract.


 


Engineering Services


 


In support of
its responsibilities in executing this SOW, the Subcontractor shall maintain an
architectural, engineering, design and land surveying capability as well as
material testing, inspections, and geotechnical evaluations and provide these
professional services to its own organizations and the Laboratory when
requested.


 


As-Built Services


 


The
Subcontractor shall provide as-built drawing services to the Laboratory for
existing structures and systems.  A
complete set of records associated with the physical plant, systems, and equipment
does not uniformly exist for all Laboratory facilities.  The Subcontractor is responsible for
providing services as.  requested
by the Laboratory to establish the as-built condition.  The work involves records research, field
survey and verification, drawing/information development, field labeling,
discrepancy resolution, and configuration management: Where applicable, the
Subcontractor shall use a computer-aided design (CAD) and Geographic
Information System (GIS) that is compatible with Laboratory Standard systems
and that ensure efficient inter-operability. 
Facility Inspections and Condition Assessments


 


The
Subcontractor shall provide facility inspection services to document existing
conditions of Laboratory structures, systems, and components.  Upon request, the Subcontractor shall inspect
facilities and integral components and system elements to identify and document
all architectural, civil, structural, mechanical, and electrical deficiencies,
including a thorough evaluation of the overall facility and the estimated cost
to repair and total replacement cost. 
Where applicable, the Subcontractor shall provide qualified inspectors,
certified by International Conference of Building Officials (ICBO) in their discipline
as a minimum qualification.


 


7





















 


Fabrication Support


 


The
Subcontractor shall fabricate, paint, and ship items/structures in accordance
with plans and specifications provided by the Laboratory.  Typical Laboratory and Subcontractor projects
include equipment racks, wire rope harnesses, and other specially fabricated
materials required for the Laboratory’s test program at the Nevada Test Site
(NTS).  Most of the work is in direct
support of the DX Division programs.  In
accomplishing the tasks outlined in this section, the Subcontractor shall
comply with established standards of the American Society of Testing Materials
(ASTM), standards of the American Welding Society (AVVS), and Laboratory
requirements.  The Subcontractor shall
provide qualified welders and machinists to complete all fabrication
requirements.


 


The
Subcontractor shall establish and implement quality assurance procedures that
address at least the following:


 


1.                                       Maintenance
of inventory and segregated storage and issue areas for all metals and other
NTS support material


 


2.                                       Audit
procedures that allow material-tracking from source to final assembly and
checkout


 


3.                                       Verification
of material composition


 


4.                                       Source
certification of material composition


 


5.                                       Calibration
requirement for pull test facility


 


6.                                       Welders,
machinists, crane operators, and other equipment personnel


 


7.                                       Nondestructive
test and inspections


 


8.                                       Source
inspection of specialty items such as wire rope sockets.


 


Waste Removal and Special Custodial Services


 


The Subcontractor
shall provide removal, handling, and disposition services for normal building
waste, source separated materials destined for recycling, radioactive waste,
and high-explosive contaminated waste. 
Tasks encompassed in this area include the provision of the necessary
equipment, material, and trained.  and
certified personnel to provide clean-up services involving radioactive and
non-radioactive spills.  The
Subcontractor shall perform a variety of general and special services for waste
removal that include, but are not limited to, the disposal of regular
non-contaminated building waste, possible high-explosive contaminated waste,
low-level radioactive contaminated waste, and recyclable scrap metal.


 


8





















 


The
Subcontractor is responsible for the collection and disposal Laboratory
generated solid wastes (of an office and industrial nature typical of a large
research and development complex). 
Non-contaminated solid waste is disposed of at the Los Alamos County
operated sanitary landfill, where it is weighed and costs recorded.  In addition, exceptional materials such as
radioactive, blood pathogen and other biological waste in small quantities may
require collection, packaging, and disposal. 
The removal of these waste materials is the responsibility of the
Subcontractor.  The Subcontractor
shall.  provide routine custodial
services to typical office and general industrial facilities, as well as
special custodial services in buildings requiring special services including
clean-up of beryllium, blood and blood-borne pathogens, lead, tritium, and
decontamination of radioactive controlled areas.


 


Transportation


 


The
Subcontractor shall manage a vehicle management and maintenance program for the
DOE fleet, which includes a variety of heavy equipment in various
locations.  This includes performance of
all phases of vehicle acquisition, maintenance, repair, inspection, and
documentation on a wide variety of motor vehicles and heavy equipment including
sedans, buses, emergency vehicles such as ambulances and fire protection
vehicles, wreckers, protective force vehicles, and other vehicles as designated
by the Laboratory.


 


The
Subcontractor shall also maintain a storage and alternate warehousing operation
(as necessary) for the receipt, storage, issue, safekeeping, and protection of
automotive and heavy equipment parts and tires; operate, administer, and
maintain a used-oil recycling facility in accordance with all applicable
environmental and safety requirements; manage the acquisition and disposal of
Laboratory, DOE, Subcontractor, and other vehicles not otherwise provided for
and disposed of by GSA; operate and be certified as a DOT carrier under
Interstate Regulations, in accordance with 49 CFR and Federal Motor Carrier
Safety Regulations; and provide (directly or via others) a professional,
on-site taxi service that provides services on-site and off-site (as required)
including Los Alamos County, Espanola, Santa Fe, and Albuquerque.


 


Roads


 


The
Subcontractor shall develop, implement, maintain, and continuously improve a
maintenance program to inspect, maintain (routine and emergency).,
and improve Laboratory roads, associated infrastructure, and traffic controls,
including dirt roads, fire roads, and dirt structures; curbs and gutters, and
sidewalks; traffic signals; paved roads, parking lots, and asphalt/concrete
structures; traffic-related signs and markers, TA signs and “No Trespassing”
signs; bridges; guardrails; and barricades. 
Snow and ice control is also included. in the scope of
work.  The Subcontractor shall also
provide for the operation of the asphalt plant (or outsource product) and any
and all equipment, labor, and materials necessary for paving and general
asphalt work.


 


The
Subcontractor shall perform all work in accordance with applicable standards,
including: 1) Manual on Uniform Traffic Control Devices; 2) Standard
Specifications for Highway and Bridge Construction, published by the New Mexico
State Highway and Transportation Department; and 3) Traffic Signal Installation
and Maintenance Manual.  East Jemez Road,
West Jemez Road, West Road, Diamond Drive, and Pajarito Road are all open to
the public and heavily used, therefore, it is mandatory that these roads, in particular,
be maintained to State and County


 


9





















 


standards to
ensure the safety and well being of motorists and pedestrians, While not
designated public, all paved roads and. parking lots must be
maintained to minimum acceptable safety standards.


 


Grounds


 


The
Subcontractor shall provide general landscaping maintenance services, operation
and maintenance of irrigation systems, grounds trash pickup, maintenance of
exterior wood structures such as decks and planters, benches, vegetation and
pest control services, erosion control, storm drain maintenance, and fence and
gate maintenance across the Laboratory’s facilities.  Inherent in this work scope is the
expectation that the Subcontractor will place a high priority on reducing water
usage and minimizing costs through innovative maintenance practices and use of
native landscaping, xeriscaping, and other specialized grounds management
techniques where appropriate.


 


Fire Protection


 


The
Subcontractor shall provide program management, administrative, and technical
support and personnel necessary to support the Laboratory’s fire protection
systems and satisfy regulatory requirements and obligations.  In scope services include inspection, test,
and maintenance (ITM), and documentation of a wide variety of systems and
components, and include all fixed fire suppression systems and appurtenances,
fire initiating device systems (automatic and manual), occupant notification
and devices, fire control panels, and associated wiring to the interface with
the Central Alarm system receiving equipment. 
The work also includes the maintenance of fire extinguishers installed
in buildings and mobile units as designated by the Laboratory and kitchen hood
suppression systems.


 


The
Subcontractor shall provide dedicated, trained, and qualified workforce to
perform ITM and repair of all fire protection systems and components.  The Subcontractor shall provide and maintain
fire protection databases and records including (a) building inventory, (b) systems
inventor, (c) fire control panel inventory, (d) fire control panel
zone information, (e) fire control valve inventory (continuing the
existing numbering system), and (f) fire hydrant inventory and numbering.


 


DOE Orders
applicable to these fire protection requirements include 5480.7a, 4330.4b, and
6430.1a.  In addition, Laboratory
maintenance policy documents and National Fire Protection Association (NFPA)
Inspection, Testing and Maintenance codes are applicable and shall be followed
in performing this work, including NFPA Standards 12, 12a., 13, 15, 16a, 17,
20, 25, 70, 72, 80, 90A and 221.


 


Transformation and Process Improvement


 


Purpose and
Scope


 


As part of the
Site Support Services Contract, the Subcontractor will establish a
Transformation Office responsible for identifying and implementing significant
process improvements to increase service effectiveness and cost efficiency at
LANL.  The transformation effort will
evaluate current business practices and identify significant changes in doing
business that will


 


10





















 


optimize
facility management cost-effectiveness, efficiency, safety, and security.  The Subcontractor will match SSS structure,
procedures, processes and policies with the on-going LANL realignment of FMUs.


 


Within 90 days
of contract commencement, the subcontractor will submit to LANL a
Transformation Plan that fully evaluates and explores the major focus area and
associated process improvements listed in items 15.1.1.1 through 15.1.1.8.  The Transformation Plan shall only address
those major initiatives that require significant realignment or modification of
LANL organizations, procedures, practices, business processes, or have a
potential for additional cost impact to LANL. 
Upon approval of specific initiatives in the Transformation Plan, the
Subcontractor Transformation Office will identify the SSS champions to lead
each specific initiative.  The
transformation office will ensure that the initiatives are implemented in an
orderly process, are prioritized and scheduled with respect to other ongoing
activities and that performance metrics are developed and monitored.


 


As a minimum,
the Transformation Plan will include the following:


 


•                                          A
detailed description of each new initiative, with an outline of the
existing condition, the end state and giving the rationale and benefits for the
change.  A summary of the subcontractor
experience as well as any lessons learned will be provided.  The specific transformation initiative will
also be discussed with respect to other transformation initiatives to assist
the approval process and allocation of the Subcontractor’s and LANL resources
subsequent to LANL approval to proceed.


 


•                                          A
description of the roles, responsibilities and stakeholder interfaces of LANL,
the Subcontractor and other parties to both implement the initiative and during
the steady state and after it is fully operational.  A project management approach using and
integrated project team (IPT) led by a project manager assigned to implement
the initiative.  An organization chart
will provide a description of the accountabilities and responsibilities of the
IPT.


 


•                                          A
description and road map of the implementation process which will outline the
scope, methodology, timing, as well-subcontractor, equipment, hardware/software
and training programs required.


 


•                                          A
preliminary schedule for each initiative shall be developed at a work
break down structure of sufficient detail to promote analysis.  The schedule shall show key milestones,
durations, float, deliverables, including procurement, testing, and training
programs.  After approval for
implementation, a detailed resource loaded schedule will be prepared for
reporting and monitoring.


 


•                                          An
overall schedule integrating the major initiatives for potential
implementation.  The overall schedule is
a summary level schedule giving key milestones for each of the major
initiatives identified in the Transformation Plan.


 


•                                          The
Subcontractor will work with LANL to develop initial conceptual or order of
magnitude estimates of cost and resources sufficient to support LANL approval of


 


11





















 


transformation
plans.  Those estimates will be further
refined - subsequent to LANL approval to proceed to provide detail appropriate
for implementation, monitoring and reporting. 
Both Preliminary and Detailed Estimate costs and resources will be
loaded with the schedule.


 


•                                          A
Risk Analysis enumerating, describing and quantifying potential risks to
orderly implementation, delay and cost overruns will be prepared for each major
initiative.  Where available, strategies
to mitigate risk will be identified. 
Risk Analyses will be monitored during execution of transformation plans
and updated should conditions change.


 


Transformation Initiatives


 


Work
Management and Work Control


 


Develop and
implement a standards and risk-based Integrated Work Control Program (WCP) as a
single work management process for use at all LANL facilities.  This program will be utilized for managing
work activities for maintenance, engineering, construction,’ and
utility work activities.  The work
control process shall appropriately identify and address job hazards to help
ensure work is performed safely.  Ensure
that Work Control Processes are integrated with an effective Enterprise Asset
Management (EAM) system applicable across LANL facilities.


 


•                                          Establish
standard estimating protocols


 


•                                          Include
scheduling of support organization resources as part of a rolling calendar schedule to
optimally match activities and resources


 


•                                          Increase
granularity of WBS time and cost reporting protocols to capture costs at the
facility level and implement elements of activity based cost management.


 


•                                          Incorporate
duplicate work control requirements into one document, the maintenance work
order and eliminate duplicate work control processes, i.e., bum or hot work
permits, confined space permits, radiation work permits, combustible materials
transport permit, personnel. protective equipment exemptions, scaffold permits


 


•                                          Institute
a Central call center that serves the contractor community as a single point of
contact for all questions and concerns addressing the subcontractor’s work
activities with immediate access and use of job history files for work
templates and models.  Assume control for
entering all data into the computerized maintenance management system (CMMS),
provide LANL with easily accessible way to request work.


 


•                                          Institute
a standardized, risk-based work process for planning, estimating, and
scheduling that will be used for projects, facilities maintenance, construction
projects, and operational support activities requested by the contractor.  Assign a work priority code (summation of
significance index and hazard index) for work as part of this program.


 


12





















 


Establish
available parts for repair activities based on usage to minimize delays in
scheduling work due to missing parts. 
Purchase parts early enough in work planning process


 


Increase use
of system outages to improve system and building availability and minimize
support required to perform work and to minimize impact to facility operations.


 


Maintenance
and Operations


 


Provide,
manage, and implement an integrated maintenance management program (IMMP) in
accordance with contractor requirements and applicable standards.  Utilize a risk and standards-based approach
that optimizes ISSM methodologies, service availability, best practices, cost
savings, and related efficiencies.


 


This shall
include:


 


•                                          Perform
equipment labeling of components and systems utilizing bar code / scanning
technologies for enhanced material and property control


 


•                                          Assume
direct facility management responsibility for administrative and support
facilities


 


•                                          Develop
fixed price contracts for specified facilities after risk assessment and a
review of historical maintenance data


 


•                                          Develop
principles, processes, and templates to prepare and assume responsibility for
annual maintenance plans.


 


•                                          Assume
management oversight of activities that are integral to maintenance work.  Examples include the Subcontractor management
of RP technicians and supervisors to provide radiological controls, QA of work
performed and parts and supplies necessary accomplish assigned work.


 


Engineering
and Construction services


 


Establish a
single Engineering/Construction Office to provide design and construction
services for both major and minor construction across the facility.  The office will include the letting of all
contracts, BOA and procurements.


 


•                                          Develop
SSS/LANL engineering and construction standards and associated procedures for
use in estimating, planning, and scheduling approach to construction of small
and large projects, including demolition and decommissioning projects.  Provide processes to estimate and perform
small projects in a responsive and cost-effective manner.  Provide and support alternate types of
contract options for small projects.


 


•                                          Establish
single work management process for engineering and construction.


 


•                                          Work
with IT to provide one standard project controls process


 


•                                          Establish
procurement engineering services to resolve procurement issues


 


13





















 


•                                          Establish
field engineering services in support of maintenance work process to minimize
delays to work-in-progress


 


•                                          Increase
the use of fixed price contracting including the use Job Order Contracts


 


Document
Control


 


Assume
configuration management responsibilities for engineering and construction
drawings, including drawing revisions.


 


Procurement


 


Provide
procurement services.  The subcontractor
will incorporate best commercial procurement practices to the maximum extent
possible to avoid duplication of effort. 
The subcontractor will provide a centralized coordination point for
purchasing, receipt, inspection, and delivery activities with the
contractor.  Supply chain management from
procurement to receipt to disposition will be integrated into CMMS.  Quality controls will be established as part
of the procurement process to ensure quality assurance of materiel
procurements.  ‘Introduce a
University-approved procurement and property management systems and associated
procedures.  Explore/expand the use of
commercially available plan rooms and/or development of own virtual plan room.


 


Information
Technology


 


Establish open
IT architecture that is web-based and transparent to provide near-real-time
available information for status and reporting. 
This system will include appropriate security controls for access and
ensure progress reporting and financials are available to the contractor and
subcontractor as needed for asset management.


 


•                                          Maximize
Utilization of Existing Technology


 


•                                          Participate
in LANL Enterprise Resource Planning (ERP) review to determine long-term needs
and solutions that integrate LANL and the Subcontractor activities and support
structures.  Parallel evaluation of
alternative technologies to meet overall need of the facility management
program and ERP.


 


•                                          Assess
present CMMS system to determine appropriateness, efficiency cost and
applicability to SSS and LANL needs. 
Explore the possibility of the SSS owning, managing, and/or maintaining
CMMS and other related areas that may provide potential for cost savings and
improvements in efficiency.


 


Skills
Development and Qualification


 


Re-baseline
requirements and resources of all non-craft activity to include management span
of control


 


•                                          Reconcile
concept of operation to at least WBS level 4, to ensure proper alignment of
resources.


 


14





















 


•                                          Assess
the workforce capabilities and determine the optimal toolsets required for
workers.  Perform a gap analysis against
the existing skills in the workforce and Provide requisite skills to allow
employees to meet their performance goals including:


 


•                                          Establish
the People, Performance, Results (PPR) evaluation process.  Clearly define career paths with skill
requirements, and openly define consequences for failure to perform to the
specified standards and goals.


 


•                                          Train
supervisors in motivational techniques and implement a daily observation
program to be internalized as a positive experience.


 


•                                          Implement
and support apprenticeship and training programs and local union training
efforts.


 


•                                          Maintain
automated training and qualification records for personnel, make the
information available on the contractor’s integrated training and certification
database (the employee development system, or EDS), and ensure that personnel
are qualified to perform assigned tasks.


 


•                                          Develop
and implement a qualification enhancement program (QEP) for subcontractor
personnel.


 


Relocate SSS
Offices and Shops


 


Assess and
propose options to lease, buy or build new SSS offices and shops either on or
off the LANL Site.  Relocation plan
should allow TA-3-SM38 and associated buildings to be returned to UC for
use/disposition.


 


Technical
Approach for Transformation Plan Development


 


Baseline
Current Conditions and Identify Issues


 


•                                          Interview
departing JCNNM personnel and new on-site staff members to better understand
current conditions from the incumbent SSS viewpoint.


 


•                                          Interview
LANL management to better understand current.  conditions from the LANL viewpoint.


 


•                                          Review
recent reviews and audits (e.g., BWXT nuclear facility operations assessment,
AA reports, DOE OA Audit, etc.)


 


•                                          Review
current JCNNM and LANL Lessons-Learned.


 


•                                          Review
current performance metrics and cost data.


 


•                                          Review
current LANL and SSS organization structure.


 


•                                          Review
current LPRs, LIRs, and implementing procedures.


 


15





















 


•                                          Document
current conditions and identify
performance/safety/accountability issues.


 


Identify
Industry Best Practices


 


•                                          Compare
LANL practices vs.  other DOE sites
complex-wide.


 


•                                          Review
practices, lessons learned among the numerous Subcontractor facilities and
projects worldwide.


 


•                                          Benchmark
other industries.  to identify best
practices that may be applicable to LANL processes and programs


 


•                                          Develop
recommendations to help align LANL with industry best practices.


 


Coordinate
Transformation Planning with LANL Transformation Direction and Initiatives


 


•                                          Planned
LANL organizational model (e.g., FMU realignment, No.  of FMUs)


 


•                                          Planned
LANL facility services model (core vs. 
deployed vs.  divested)


 


•                                          Planned
LANL integrated facility management program


 


•                                          Planned
LANL information management program


 


Identify
Initiatives within Each Transformation Focus Area


 


•                                          Proposed
by Subcontractor in offer dated June 11, 2002


 


•                                          Identified
during base-lining and issue identification effort (Section 15.2.1)


 


Evaluate
Initiatives within Each Transformation Focus Area


 


•                                          The
SSS and LANL roles, responsibility, authority, and accountability (R2A2)


 


•                                          Optimized
cost and fee structures based on different performance evaluation structures
(e.g., $/sqft, $/unit, $/% availability, operating vs capital, etc.)


 


•                                          Cost/benefit
analysis (including start-up vs.  annual
costs)


 


•                                          FTE
and Space


 


•                                          Subcontractor
support


 


•                                          LANL
interface


 


•                                          Performance
Metrics


 


16





















 


Prioritize
Initiatives


 


•                                          Risk
(status quo vs.  implementation)


 


•                                          Return
on investment


 


•                                          Functional
and organizational inter-relationships


 


Develop
Transformation Schedule


 


•                                          Critical
milestones


 


•                                          Key
precedents and inter-relationships with LANL transformation effort


 


•                                          Deliverables


 


(See Appendix
A Attachment 1 for data deliverables.) Schedule


 


	
  Day 1:

  	
  Initiate Transformation evaluation effort

  
	
   

  	
   

  
	
  Day 90:

  	
  Submit Transformation Plan

  
	
   

  	
   

  
	
  Day 120:

  	
  LANL Approve Final Transformation Plan

  



 


Transformation Project Team


 


The
Transformation Team will be lead by a full time dedicated Transformation
Director and Transformation Manager.  The
transformation team will provide focus while utilizing other key managers and
staff of the Subcontractor’s leadership team on as a required basis.  Transformation is recognized by all members
of the Subcontractor’s leadership team as an overarching responsibility that is
integral to the management and operation of the SSS.  Additional support of the Subcontractor’s
parent companies will be utilized as necessary to ensure transformation plans
reflect current industry best practices, are achievable and appropriate to the
Subcontractor’s skills and experience. 
It is assumed that LANL support is provided as requested by the
Subcontractor to assist development of transformation plans.


 


17





















 


KSL SERVICES JV


 


LOS ALAMOS NATIONAL LABORATORIES

UNIVERSITY OF CALIFORNIA


 


SUBCONTRACT/PURCHASE ORDER SPECIAL CONDITIONS

in support of

SUBCONTRACT NO.  47394-001-03-C2


 


These Special
Conditions are to be read in conjunction with the SUBCONTRACT GENERAL
CONDITIONS (03-92), GENERAL CONDITIONS FOR SUBCONTRACTED PROFESSIONAL SERVICES
(10-02), or PURCHASE ORDER TERMS AND CONDITIONS as appropriate.  These Special Conditions are supplementary to
the SUBCONTRACT GENERAL CONDITIONS, GENERAL CONDITIONS FOR “ PROFESSIONAL
SUBCONTRACTED PROFESSIONAL SERVICES, or PURCHASE ORDER TERMS AND CONDMONS,
except in those cases where there is a conflict, in.  which
case, these Special Conditions take precedence.


 


1.0                               INCORPORATION
OF FEDERAL ACQUISITION REGULATION (FAR) AND DEPARTMENT OF ENERGY REGULATION
(DEAR) CLAUSES


 


The Federal
Acquisition Regulation (FAR) and the Department of Energy Acquisition
Regulation (DEAR) clauses listed below, which are codified in Chapters 1 and 9,
respectively, of Title 48 of the Code of Federal Regulations, are, as
prescribed below, incorporated into this subcontract by reference as a part of
these Special Conditions with the same force and effect as if they were given
in full text.


 


As used in these
clauses below, and unless otherwise indicated with respect to a particular
clause, the terms identified below are for SUBCONTRACTING supplies/services:


 


“CONTRACTING
OFFICER” shall mean “KSL SERVICES JV.”


 


“CONTRACTOR”
shall mean “SUBCONTRACTOR.”


 


“SUBCONTRACTOR”
shall mean “LOWER-TIER SUBCONTRACTOR.”


 


1.1                               THE
FOLLOWING FAR CLAUSES ARE REQUIRED FOR ALL SUBCONTRACTS:


 


	
  PARAGRAPH

  	
   

  	
  TITLE

  
	
   

  	
   

  	
   

  
	
  FAR 52.203-6

  	
   

  	
  Restrictions
  on Subcontractor Sales to the Government (July 1995)

  
	
   

  	
   

  	
   

  
	
  FAR 52.203-7

  	
   

  	
  Anti-Kickback
  Procedures (July 1995), except for paragraph (c) (1), which its not
  incorporated into this subcontract.

  
	
   

  	
   

  	
   

  
	
  FAR 52203-10

  	
   

  	
  Price or Fee
  Adjustment for Illegal or Improper Activity (Jan. 1997)

  



 


1





















 


	
  FAR 52.203-12

  	
   

  	
  Limitation
  on Payments to Influence Certain Federal Transactions (June 1997)

  
	
   

  	
   

  	
   

  
	
  FAR 52.215-2

  	
   

  	
  Audit and
  Records — Negotiations (June 1999)

  
	
   

  	
   

  	
   

  
	
  FAR 52215-10

  	
   

  	
  Price
  Reduction for Defective Cost or Pricing Data (Oct. 1997)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.215-12

  	
   

  	
  Subcontractor
  Cost or Pricing Data (Oct. 1997)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.215-17

  	
   

  	
  Waiver of
  Facilities Capital Cost of Money (Oct. 1997)

  
	
   

  	
   

  	
   

  
	
  FAR 52219-8

  	
   

  	
  Utilization
  of Small Business Concerns (Oct. 2000)

  
	
   

  	
   

  	
   

  
	
  FAR 52219-9

  	
   

  	
  Small
  Business Subcontracting Plan (Jan. 2002)

  
	
   

  	
   

  	
   

  
	
  FAR 52.222-1

  	
   

  	
  Notice to
  the Government of Labor Disputes (Feb. 1997)

  
	
   

  	
   

  	
   

  
	
  FAR.52.222-4

  	
   

  	
  Contract
  Work Hours and Safety Standards Act - Overtime Compensation (Sept. 2000)

  
	
   

  	
   

  	
   

  
	
  FAR 52.222-6

  	
   

  	
  Davis-Bacon
  Act (Feb. 1995)

  
	
   

  	
   

  	
   

  
	
  FAR 52.222-7

  	
   

  	
  Withholding
  of Funds (Feb. 1988)

  
	
   

  	
   

  	
   

  
	
  FAR 52.222-8

  	
   

  	
  Payrolls and
  Basic Records (Feb. 1988)

  
	
   

  	
   

  	
   

  
	
  FAR 52.222-9

  	
   

  	
  Apprentices.and
  Trainees (Feb. 1988)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.222-10

  	
   

  	
  Compliance
  with Copeland Act (Feb. 1988)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.222-11

  	
   

  	
  Subcontracts
  (Labor Standards) (Feb. 1988)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.222-12

  	
   

  	
  Contract
  Termination — Debarment (Feb. 1988)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.222-13

  	
   

  	
  Compliance
  with Davis-Bacon and Related Act Regulations (Feb. 1988)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.222-14

  	
   

  	
  Disputes
  Concerning Labor Standards (Feb. 1988)

  
	
   

  	
   

  	
   

  
	
  FAR 52222-15

  	
   

  	
  Certification
  of Eligibility (Feb. 1988)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.222-26

  	
   

  	
  Equal
  Opportunity (Apr. 2000)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.222-35

  	
   

  	
  Equal
  Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and
  Other Eligible Veterans (Dec. 2001)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.222-36

  	
   

  	
  Affirmative
  Action for Workers with Disabilities (June 1998)

  



 


2





















 


	
  FAR
  52.222-37

  	
   

  	
  Employment
  Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other
  Eligible Veterans (Dec. 2001)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.222-41

  	
   

  	
  Service
  Contract Act of 1965, as Amended (May 1989)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.222-42

  	
   

  	
  Statement of
  Equivalent Rates for Federal Hires (May 1989)

  
	
   

  	
   

  	
   

  
	
  FAR 52.223-3

  	
   

  	
  Hazardous
  Material Identification and Material Safety Data Sheets (Jan. 1997) with
  Alternate I (Jan. 1997)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.223-10

  	
   

  	
  Waste
  Reduction Program (August 2000)

  
	
   

  	
   

  	
   

  
	
  FAR 52.224-1

  	
   

  	
  Privacy Act
  Notification (Apr 1984)

  
	
   

  	
   

  	
   

  
	
  FAR 52.224-2

  	
   

  	
  Privacy Act
  (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  FAR 52.225-3

  	
   

  	
  Buy
  American Act-North American Free Trade’ Agreement-Israeli Trade Act
  (May 2002)

  
	
   

  	
   

  	
   

  
	
  FAR 52.225-5

  	
   

  	
  Trade
  Agreements (Feb 2002)

  
	
   

  	
   

  	
   

  
	
  FAR 52225-11

  	
   

  	
  Buy American
  Act-Construction Materials under Trade Agreements (July 2002)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.225-13

  	
   

  	
  Restrictions
  on Certain Foreign Purchase (Feb. 2000)

  
	
   

  	
   

  	
   

  
	
  FAR 52.227-1

  	
   

  	
  Authorization
  and Consent (July 1995)

  
	
   

  	
   

  	
   

  
	
  FAR 52.227-3

  	
   

  	
  Patent
  Indemnity (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.227-10

  	
   

  	
  Filing of
  Patent Applications – Classified Subject Matter (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.227-23

  	
   

  	
  Rights to
  Proposal- Data (Technical) (June 1987)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.229-10

  	
   

  	
  State of New
  Mexico Gross Receipts and Compensating Tax (Oct. 1998)

  
	
   

  	
   

  	
   

  
	
  FAR 52.230-2

  	
   

  	
  Cost
  Accounting Standards (Apr. 1998), except for paragraph (b), which is not
  incorporated into this subcontract.

  
	
   

  	
   

  	
   

  
	
  FAR 52.230-6

  	
   

  	
  Administration
  of Cost Accounting Standards (Nov. 1999)

  
	
   

  	
   

  	
   

  
	
  FAR 52.232-17

  	
   

  	
  Interest
  (June 1996)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.232-22

  	
   

  	
  Limitation-of
  Funds (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.232-23

  	
   

  	
  Assignment
  of Claims (Jan. 1986)

  



 


3





















 


	
  FAR 52.237-3

  	
   

  	
  Continuity
  of Service (Jan. 1991)

  
	
   

  	
   

  	
   

  
	
  FAR 52.242-1

  	
   

  	
  Notice of
  Intent to Disallow Costs (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.242-15

  	
   

  	
  Stop-Work
  Order (Aug. 1989), Alt. I (Apr 1984)

  
	
   

  	
   

  	
   

  
	
  FAR 52.244-2

  	
   

  	
  Subcontracts
  (Aug. 1998)

  
	
   

  	
   

  	
   

  
	
  FAR 52.244-5

  	
   

  	
  Competition
  in Subcontracting (Dec. 1996)

  
	
   

  	
   

  	
   

  
	
  FAR 52.244-6

  	
   

  	
  Subcontracts
  for Commercial Items and Commercial Components (Oct. 1998)

  
	
   

  	
   

  	
   

  
	
  FAR 52.246-5

  	
   

  	
  Inspection
  of Services-Cost Reimbursement (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.247-63

  	
   

  	
  Preference
  for U.S. Flag Air Carriers (Jan. 1997)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.247-64

  	
   

  	
  Preference
  for Privately Owned U.S. Flag Commercial-1 Vessels (June 2000)

  
	
   

  	
   

  	
   

  
	
  FAR52-249-6

  	
   

  	
  Termination
  (Cost Reimbursement) (Sept. 1996)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.249-13

  	
   

  	
  Failure to
  Perform (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  FAR
  52.249-14

  	
   

  	
  Excusable
  Delays (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  FAR 52.251-1

  	
   

  	
  Government
  Supply Sources (Apr. 1984)

  



 


1.0                               INCORPORATION
OF FEDERAL ACQUISITION REGULATION (FAR) AND DEPARTMENT OF ENERGY REGULATION
(DEAR) CLAUSES


 


1.2                               THE
FOLLOWING DEAR CLAUSES ARE REQUIRED FOR ALL SUBCONTRACTS:


 


	
  DEAR
  952.203-70

  	
   

  	
  Whistleblower
  Protection for Contractor Employees, (Dec. 2000)

  
	
   

  	
   

  	
   

  
	
  DEAR
  952.204-2

  	
   

  	
  Security
  (Sept. 1997)

  
	
   

  	
   

  	
   

  
	
  DEAR
  952.204-70

  	
   

  	
  Classification/Declassification (Sept. 1997)

  
	
   

  	
   

  	
   

  
	
  DEAR
  952.204-74

  	
   

  	
  Foreign
  Ownership, Control, or Influence Over Contractor (Apr.1984)

  
	
   

  	
   

  	
   

  
	
  DEAR
  952.209-72

  	
   

  	
  Organizational
  Conflicts of Interest, Alternate I (June 1997)

  
	
   

  	
   

  	
   

  
	
  DEAR
  952.211-71

  	
   

  	
  Priorities
  and Allocations (Atomic Energy) (June 1996)

  



 


4





















 


	
  DEAR
  952.217-70

  	
   

  	
  Acquisition
  of Real Property (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  DEAR
  952.226-74

  	
   

  	
  Displaced
  Employee Hiring Preference (June 1997)

  
	
   

  	
   

  	
   

  
	
  DEAR
  952.247-70

  	
   

  	
  Foreign
  Travel (Dec. 2000)

  
	
   

  	
   

  	
   

  
	
  DEAR
  952.250-70

  	
   

  	
  Nuclear
  Hazards Indemnity Agreement (June 1996)

  
	
   

  	
   

  	
   

  
	
  DEAR
  970.5204-11

  	
   

  	
  Changes
  (Apr. 1984)

  
	
   

  	
   

  	
   

  
	
  DEAR
  970.5204-20

  	
   

  	
  Management
  Controls (May 2000)

  
	
   

  	
   

  	
   

  
	
  DEAR
  970.5215-2

  	
   

  	
  Make-or-Buy
  Plan (Dec. 2000)

  
	
   

  	
   

  	
   

  
	
  DEAR
  970.5215-3

  	
   

  	
  Conditional
  Payment of Fee, Profit, or Incentives (Dec. 2000)

  
	
   

  	
   

  	
   

  
	
  DEAR
  970.5223-4

  	
   

  	
  Workplace
  Substance Abuse Programs at DOE Sites (Dec. 2000)

  
	
   

  	
   

  	
   

  
	
  DEAR
  970.5226-2

  	
   

  	
  Workforce
  Restructuring Under Section 3161 of the National Defense Authorization
  Act for Fiscal Year 1993 (Dec. 2000)

  
	
   

  	
   

  	
   

  
	
  DEAR
  970.5227-1

  	
   

  	
  Rights in
  Data Facilities (Dec. 2000)

  
	
   

  	
   

  	
   

  
	
  DEAR
  970.5227-5

  	
   

  	
  Notice and
  Assistance Regarding Patent and Copyright Infringement (Dec. 2000)

  
	
   

  	
   

  	
   

  
	
  DEAR
  970.5227-8

  	
   

  	
  Refund of
  Royalties (Dec. 2000)

  
	
   

  	
   

  	
   

  
	
  DEAR
  970.5229-1

  	
   

  	
  State and
  Local Taxes (Dec. 2000)

  
	
   

  	
   

  	
   

  
	
  DEAR
  970.5231-4

  	
   

  	
  Pre-existing
  Conditions (Dec. 2000), Alt. II, (Dec. 2000) [insert] “effective date of this
  Subcontract”]

  
	
   

  	
   

  	
   

  
	
  DEAR
  970.5232-3

  	
   

  	
  Accounts,
  Records and Inspection (Dec. 2000), Alt. II (Dec. 2000)

  
	
   

  	
   

  	
   

  
	
  DEAR
  970.5245-1

  	
   

  	
  Property
  (Dec. 2000)

  



 


5





















 


2.0          ADDITIONAL
DEFINITIONS:


 


As used
throughout the SUBCONTRACT GENERAL CONDITIONS, GENERAL CONDITIONS FOR
SUBCONTRACTED PROFESSIONAL SERVICES, and PURCHASE ORDER TERMS AND CONDITIONS,
the following terms have the stated meanings:


 


“OWNER, CLIENT, or PROGRAM
MANAGER” shall mean “UNIVERSITY OF CALIFORNIA, DEPARTMENT OF ENERGY OR
GOVERNMENT.”


 


“CONTRACTOR, GENERAL
CONTRACTOR, PRIME CONTRACTOR or BUYER” shall mean “KSL SERVICES JV.”


 


“SUBCONTRACTOR” shall mean ‘LOWER-TIER
SUBCONTRACTOR or SELLER.”


 


3.0          ANTI-KICKBACK NOTICE


 


Your attention
is directed to the prohibitions contained within the Anti-Kickback Act of 1986
(FAR Clause 52.203-7), highlights of which are: “Subcontractors and supplier
are prohibited from offering any money, fee, commission, credit, gift,
gratuity, thing of value or compensation of any kind; directly to Brown &
Root Services employees for, the purpose of improperly obtaining or
rewarding favorable treatment in connection with a prime contract or in
connection with a subcontract relating to a prime contract.”


 


4.0          STOP-WORK
ORDER


 


4.1           CONTRACTOR may, at any time, by
written order to the SUBCONTRACTOR, require the SUBCONTRACTOR to stop all, or
any part, of the work called for by this contract for a period of 90’ days
after the order’ is delivered to the SUBCONTRACTOR, and for any further period
to which the parties may agree. The order shall be specifically identified _ as
a stop-work order issued under this clause. Upon receipt of the order, the
Contractor shall immediately comply with its terms and take all reasonable
steps to minimize the incurrence of costs allocable to the work covered by the
order during the period of work stoppage.


 


Within a
period of 90 days after a stop-work order is delivered to the SUBCONTRACTOR, or
within any extension of that period to which the parties shall have agreed, the
CONTRACTOR shall either


 


(1)           Cancel the
stop-work; or


 


(2)                                  Terminate the work
covered by the order as provided in the Default, or the Termination for
Convenience of the Government, clause of this contract.


 


6





















 


4.2           If a stop-work order issued under
this clause is canceled or the period of the order or any extension thereof
expires, the SUBCONTRACTOR shall resume work. The CONTRACTOR shall make an
equitable adjustment in the delivery schedule or contract price, or both,
and the contract shall be modified, in writing accordingly, if—


 


(1)                                  The
stop-work order results in an increase in the time required for, or in the.
SUBCONTRACTOR’S cost properly allocable to, the performance of any part of this
contract; and


 


(2)                                  The
SUBCONTRACTOR asserts a claim for the adjustment within 15 days after the end
of the period of work stoppage; provided that, if the CONTRACTOR decides the
facts justify the action, the CONTRACTOR may receive and act upon the ‘claim
asserted at any time before final payment under this contract.


 


4.3           If a stop-work order is not canceled
and the work covered by the order is terminated for the convenience of the
Government, the CONTRACTOR shall allow reasonable costs resulting from the
stop-work order in arriving at the termination settlement.


 


4.4           If a stop-work order is not canceled
and the work covered by the order is terminated for default, the CONTRACTOR
shall allow, by equitable adjustment or otherwise, reasonable costs resulting
from the stop-work order.


 


4.5           Notwithstanding the above, where the
stop-work order is occasioned by the imposition of such stop-work order by the
GOVERNMENT on the CONTRACTOR, SUBCONTRACTOR will be entitled to only such
adjustment that is awarded to the CONTRACTOR to the extent such adjustment
relates to this SUBCONTRACT.


 


5.0          DISPUTES


 


5.1           Notwithstanding any other provision in this SUBCONTRACT,
any decision of the Government’s Contracting Officer pursuant to the contract
between CONTRACTOR and the U.S. Department of Energy (Prime Contract) which
binds CONTRACTOR shall bind both CONTRACTOR and SUBCONTRACTOR to the extent
that it relates to the - Subcontract, provided (1) CONTRACTOR promptly
notifies SUBCONTRACTOR of the decision, and (2) if requested by the
SUBCONTRACTOR, CONTRACTOR appeals the decision in accordance with the Disputes
clause of the Prime Contract and takes whatever further action is required
under this clause.


 


5.2           Any decision on the
appeal, or any other decision of the Government under the Prime Contract that
is binding on the CONTRACTOR and cannot be appealed under the Disputes clause
of the Prime Contract, shall also bind the CONTRACTOR and the SUBCONTRACTOR to
the extent that it relates to the Subcontract, provided CONTRACTOR
promptly  notifies SUBCONTRACTOR of the’
decision, and, if requested by the SUBCONTRACTOR, brings suit or files a claim,
as appropriate, against the Government. A final judgment in the suit shall be
conclusive upon the CONTRACTOR and SUBCONTRACTOR.


 


7





















 


5.3           If requested by the
CONTRACTOR, SUBCONTRACTOR shall assume the burden of prosecuting for CONTRACTOR
any appeal, suit, or claim initiated by CONTRACTOR at SUBCONTRACTORS request.
Each party shall. cooperate fully in assisting the other party in
the proceedings. If any appeal, suit, or claim is prosecuted by CONTRACTOR
under this clause, SUBCONTRACTOR shall be permitted to participate fully in the
prosecution for the purpose of protecting its interests.


 


5.4           Pending any
decision, appeal, suit or claim pursuant to this clause, SUBCONTRACTOR  shall proceed diligently with performance of
this SUBCONTRACT. All costs and expenses incurred by SUBCONTRACTOR and
CONTRACTOR in prosecuting any appeal, suit or claim initiated by CONTRACTOR at
SUBCONTRACTORS request shall be paid by SUBCONTRACTOR. The rights and
obligations of CONTRACTOR and SUBCONTRACTOR under this SUBCONTRACT shall
survive completion of, and final payment under, this SUBCONTRACT.


 


6.0          CHANGES


 


6.1           CONTRACTOR may, at any time, without
notice to the sureties, if any, by written order designated or indicated to be
a change order, make changes in the work within the general scope of the
SUBCONTRACT, including changes:


 


(1)           in the
specifications (including drawings and designs);


 


(2)           in the method or
manner of performance of the work;


 


(3)           in the
Government-furnished facilities, equipment, materials, services, or site; or,


 


(4)           directing
acceleration in the performance of the work.


 


6.2           Any other written or oral order
(which, as used in this paragraph includes direction, instruction, interpretation,
or determination) from the CONTRACTOR that causes a change shall be treated as
a change order under this clause;. provided, that the SUBCONTRACTOR
gives the CONTRACTOR written notices stating (1) the date, circumstances,
and source of the order and (2) that the SUBCONTRACTOR regards the order
as a change order.


 


6.3           Except as provided in this clause, no
order, statement, or conduct of the CONTRACTOR shall be treated as change order
under this clause or entitle the SUBCONTRACTOR to an equitable adjustment.


 


6.4           If any change under this clause
causes an increase or decrease in the SUBCONTRACTOR’S cost of, or time required
for, the performance of any part of the work under this SUBCONTRACT, whether or
not changed by any such order, the CONTRACTOR shall make an equitable
adjustment and modify the SUBCONTRACT in writing. However, except for an
adjustment based on defective specifications, no adjustment for any change
under paragraph 6.2 of this clause shall be made for any costs incurred more
than twenty (20) days before CONTRACTOR gives written notice as required under
the Prime Contract to the Government. In the case of defective specifications
for which the CONTRACTOR is


 


8





















 


responsible,
the equitable adjustment shall include any increased cost reasonably incurred
by the SUBCONTRACTOR in attempting to comply with the defective specifications.


 


6.5           The SUBCONTRACTOR must assert its
right to an equitable adjustment under this clause within fifteen (15) days
after (1) receipt. of a written change order under paragraph 6.1 of this
clause, or (2) the furnishing of a written notice under paragraph 6.2 of
this clause, by submitting to the CONTRACTOR a written statement describing the
general nature and amount of the proposal including a detailed cost breakdown.
Included costs must conform to FAR, Part 31 (including the DEAR FAR
Supplement). As required by the FAR supplement no profit on  General & Administrative Overhead
may be included. The statement of proposal of adjustment may be included in the
notice under paragraph 6.2 above.


 


6.6           SUBCONTRACTOR shall not submit nor
shall CONTRACTOR accept a proposal for an equitable adjustment if asserted
after the fifteen (15) day period set forth in paragraph 5.5 above.


 


7.0          COMMENCEMENT.
PROSECUTION AND COMPLETION OF WORK


 


The
SUBCONTRACTOR will be required to (a) commence work under this SUBCONTRACT
on the required Start Date as stated in the Subcontract Terms, (b) prosecute
the work diligently, and (c) complete the entire work ready for use
(including completion of all punchlist items and clean-up) not later than the
Completion Date as stated in the Subcontract Terms. However, any delays in
giving notice to proceed, attributable to SUBCONTRACTOR’S failure to execute
the subcontract and give the required performance and payment bonds (if any)
will be deducted from the number of days allowed for completion in the
Subcontract Terms.


 


8.0          PERFORMANCE
EVALUATION OF SUBCONTRACTOR


 


8.1           SUBCONTRACTOR’S performance will be
evaluated upon final acceptance of the work. However, interim evaluation may be
prepared at any time during the subcontract performance when determined to be
in either the best interest of the CONTRACTOR or the Government.


 


8.2           CONTRACTOR will use whatever format
for evaluation it chooses, including the SF1420. CONTRACTOR reserves the right
to forward its evaluation to the Government if so requested by the Government’s
Contracting Officer.


 


9.0          CONTRACTUAL
RELATIONSHIP


 


There is no
privity of contract between the SUBCONTRACTOR and the Government (Owner). All
communication on this project (oral or written) shall be addressed to the
CONTRACTOR.


 


10.0        LOWER-TIER
SUBCONTRACT. CONDITIONS


 


SUBCONTRACTOR
shall include in its lower-tier subcontracts (including purchase orders) all
Government Contracting clauses as detailed in Paragraph 1.0.


 


9





















 


11.0        CONFLICTING
REQUIREMENTS


 


Any conflict
between the specifications, data sheets, drawings, referenced national standards,
and codes shall be brought to the CONTRACTOR’s attention, and approved written
clarification shall be obtained before proceeding.


 


12.0        EXPEDITING
AND INSPECTION


 


CONTRACTOR
reserves the right to expedite and/or inspect equipment, materials and services
covered by any resultant SUBCONTRACT at any location, including lower-tier
subcontracts. Access shall be given to representatives of CONTRACTOR and its
client at all reasonable times under adequate notice to SUBCONTRACTOR, so that
SUBCONTRACTOR may advise any involved lower-tier subcontractor. The
SUBCONTRACTOR shall ensure that all of the expediting and inspection clauses
included in this SUBCONTRACT  are made part of any lower-tier
subcontract.


 


13.0        INVOICING


 


Invoices
received that do not agree with the provisions of this SUBCONTRACT will be
returned for correction. Invoices shall reference this SUBCONTRACT number and
shall show shipping point, quantities shipped and description, as well as
price. SUBCONTRACTOR’S failure’ to’ provide specified vendor data requirements
will result in payment of invoices being delayed.


 


14.0                        PERMITS
AND RESPONSIBILITIES AND LAWS, REGULATIONS, AND DOE DIRECTIVES


 


(a)           The Subcontractor
shall, without additional expense to the University, be responsible for
obtaining any necessary licenses and permits; for complying with any Federal,
State, and local laws and regulations applicable to the performance of the
work; and for the compliance of its lower-tier subcontractors with such laws
and regulations.


 


(b)           In accordance with
the General Provision clause entitled, Property, the Subcontractor shall be
responsible for all damages to persons or property, including damages to
existing buildings, equipment and vegetation at the Laboratory, that occur as a
result of the Subcontractor’s fault or negligence. The Subcontractor shall be
responsible for replacing or repairing such damage at no cost to the University
and for indemnifying the University and the Government against claims arising
from such damages as described in the General Provision clause entitled,
Indemnification and Hold Harmless.


 


(c)           The Subcontractor
shall be responsible for all materials delivered and work performed until
completion and acceptance of the entire work, except for any completed unit of
work, which may have been accepted under the Subcontract.


 


(d)           The ‘Subcontractor
shall be responsible for compliance with the requirements of all DOE
Directives, compliance with which is required by other provisions of the
General Provisions of the. Subcontract, and with those DOE Directives, if any,
which are listed in the Special Provisions as applicable to the subcontract.
Copies of all such DOE Directives may be obtained from the CONTRACTOR.


 


10





















 


15.0                        INTEGRATION
OF ENVIRONMENT, SAFETY, AND HEALTH INTO WORK PLANNING AND EXECUTION


 


(a)           For the purposes of
this clause,


 


(1)           safety
encompasses environment, safety and health, including property protection,
pollution prevention and waste minimisation; and


 


(2)           employees
include subcontractor employees.


 


(b)           In performing work
under this subcontract, the Subcontractor shall perform work safely, in a
manner that ensures adequate protection for employees, the public, property and
the environment, and shall be accountable for the safe performance of work. The
Subcontractor shall exercise a degree of care commensurate with the work -and
the associated hazards. The Subcontractor shall ensure that management of
environment, safety and health (ES&H) functions and activities becomes an
integral but visible part of the Subcontractor’s work planning and execution
processes. The Subcontractor shall, in the [safe] performance of work; ensure
that:


 


(1)                                  Managers
are visibly committed and works are continually involved.


 


(2)                                  Line
management is responsible for the protection of. employees, the public, and the
environment. Line management includes those Subcontractor and Subcontractor
employees managing or supervising employees performing work


 


(3)                                  Clear
and unambiguous lines of authority and responsibility for ensuring (ES&H)
are established and maintained at all organizational levels.


 


(4)                                  Personnel
possess the experience, knowledge, skills, and abilities that are necessary to
discharge their responsibilities.


 


(5)                                  Resources
are effectively allocated to address ES&H, programmatic, and operational
considerations. Protecting employees, the public, and the environment is a
priority whenever activities are planned and performed.


 


(6)                                  Before
work is performed, the associated hazards are evaluated and an agreed-upon set
of ES&H standards and requirements are established. which, if properly implemented,
provide adequate assurance that employees, the public, and the. environment are protected from
adverse consequences.


 


(7)                                  Administrative
and engineering. controls
to prevent and mitigate hazards are tailored to the work being performed and
associated hazards. Emphasis should be on designing the work and/or controls to
reduce or eliminate the hazards and to prevent accidents and unplanned releases
and exposures.


 


(8)                                  The
conditions and requirements to be satisfied for operations to be initiated and
conducted are established and agreed-upon by DOE and the Subcontractor. These
agreed-upon conditions and requirements are requirements of the subcontract and
binding upon the Subcontractor. The extent of documentation and level of


 


11





















 


authority for agreement shall
be tailored to the complexity and hazards associated with the work and shall be
established in a Safety Management System.


 


(c)           The Subcontractor
shall manage and perform work in accordance with a documented Safety Management
System (System) that fulfills all conditions in paragraph (b) of this
clause at a minimum. Documentation of the System shall describe how the
Subcontractor will:


 


(1)                                  Define
the scope of work;


 


(2)                                  Identify
and analyze hazards associated with the work;


 


(3)                                  Develop
and implement hazard controls;


 


(4)                                  Perform
work within controls; and


 


(5)                                  Provide
feedback on adequacy of controls and continue to improve safety management.


 


(d)           The System shall
describe how the Subcontractor will establish, document, and implement safety
performance objectives, performance measures, and commitments in response to
Laboratory program and budget execution guidance while maintaining the
integrity of the System. The System shall also describe how the Subcontractor
will measure system effectiveness.


 


(e)           The Subcontractor
shall submit to the Contract Administrator documentation of its System for
review and approval. Dates for submittal, discussions, and revisions to the
System will be established by the Contract Administrator. Guidance on the
preparation, content, review, and approval of the System will be provided by
the Contract Administrator. On an annual basis, the Subcontractor shall review
and update, for Laboratory approval, its safety performance objectives,
performance measures, and commitments consistent with and in response to the
Laboratory’s program and budget execution guidance and direction. Resources shall
be identified and allocated to meet the safety objectives and performance
commitments as well as to maintain.  the integrity of
the entire System. Accordingly, the System shall be integrated with the
Subcontractor’s business processes for work planning, budgeting, authorization,
execution, and change control.


 


(f)            The Subcontractor
shall comply with, and’ assist the Laboratory in complying with, ES&H
requirements of all applicable laws. and regulations, and applicable directives
identified in the General Provisions clause entitled Permits and
Responsibilities and Laws, Regulations, and DOE Directives. The Subcontractor
shall cooperate with Federal and non Federal agencies having jurisdiction over
ES&H matters under this subcontract.


 


(g)           The Subcontractor
shall promptly evaluate and resolve any noncompliance with applicable ES&H
requirements and the System. If the Subcontractor fails to provide resolution
or if, at any time, the Subcontractor’s acts or failure to act causes
substantial harm or an imminent danger to the environment or health and safety
of employees or the public, the Contract Administrator may issue an order
stopping work in whole -or-in part. Any stop work order issued


 


12





















 


by the Contract Administrator under this
clause (or issued by the Subcontractor to a lower-tier subcontractor in
accordance with paragraph (i) of this clause) shall be without prejudice
to any other legal or contractual rights of the Government. In the event that
the Contract Administrator issues a stop work order, an order authorizing the
resumption of the work may be issued at the discretion of the Contact
Administrator. The Subcontractor shall not be entitled to an extension of time
or additional fee or damages by reason of, or in connection with, any work stoppage ordered
in accordance with this clause.


 


(h)           Regardless of the
performer of the work, the Subcontractor is responsible for compliance with the
ES&H requirements applicable to this subcontract. The Subcontractor is
responsible for flowing down the ES&H requirements’ applicable to this
subcontract to subcontracts at any tier to the extent necessary to ensure the
lower-tier contractor’s compliance with the requirements.


 


(i)            The Subcontractor
shall include a clause substantially the same as this clause in subcontracts
involving complex or hazardous work on site at a DOE-owned or -leased facility.
Such subcontracts shall provide for the right to stop work under the conditions
described in paragraph (g) of this clause. Depending on the complexity and
hazards associated with the work, the Subcontractor may choose not to require
the subcontractor to submit a Safety Management System for the Subcontractor’s
review and approval.


 


16.0        RESPONSIBILITY
FOR TECHNOLOGY EXPORT CONTROL


 


(a)           The Subcontractor
shall comply with all applicable United States export control laws and
regulations, including the International Traffic in Arms Regulations,
(ITAR), 22 CFR Parts 120 through 130, and the Export Administration Regulations
(EAR), 15 CFR Parts 730 through 799, in the performance of this Subcontract. In
the absence of available license exemptions/exceptions, the Subcontractor shall
be responsible for obtaining the appropriate licenses or other approvals, if
required, for exports of hardware, technical data and software, or for the
provision of technical assistance.


 


(b)           The Subcontractor
shall be responsible for obtaining export licenses, if required, before
exporting or allowing access to export-controlled technical data or software to
foreign nationals in the performance of this subcontract.


 


(c)           The Subcontractor
shall be responsible for all regulatory record-keeping requirements.


 


(d)           The Subcontractor
shall be responsible for ensuring that this clause, including this paragraph (d),
is included in all appropriate lower-tier subcontracts.


 


17.0        ORDER
OF PRECEDENCE


 


In case of
conflicts between various Subcontract documents, the following order of
precedence shall be used to settle said conflicts:


 


Change Order(s) (latest one issued)


Subcontract Terms


 


13





















 


Subcontract/Purchase Order Special Conditions


Subcontract General Conditions/General
Conditions for Subcontracted Professional Services Purchase Order Terms and
Conditions


Specifications (unless specifically stated
otherwise within the Subcontract documents) Drawings


 


18.0        COST
ACCOUNTING STANDARDS LIABILITY


 


Reference is
made to the Cost Accounting Standards (CAS) clause(s) of the Subcontract.
Notwithstanding the provisions of those clause(s), or of any other provision of
the subcontract, the Subcontractor shall be liable to the Government for any
increased costs, or interest. thereon, resulting from any failure of the
Subcontractor, with respect to activities carried on at the site of the work,
or of a lower-tier subcontractor, to comply with applicable cost accounting
standards or to follow any practices disclosed pursuant to the requirements of
such CAS clause(s).


 


19.0        CONFIDENTIALITY
OF INFORMATION


 


(a)           To the extent that the
work under this Subcontract requires that the Subcontractor be given access to
confidential or proprietary business or financial information belonging to KSL
Service JV, the University, or other companies, the Subcontractor shall, after
receipt thereof, treat such information as confidential and agrees not to
appropriate such information to its own use or to disclose such information to
third parties, including its corporate parent, unless specifically authorized
by the KSL Service JV or the Government in writing. The foregoing obligations,
however, shall not apply to:


 


(1)                                  Information
which, at the time of receipt by the Subcontractor, is in public domain;


 


(2)                                  Information
which is published after receipt thereof by the Subcontractor or otherwise
becomes part of the public domain through no fault of the Subcontractor;


 


(3)                                  Information
which the Subcontractor can demonstrate was in its possession at the time of
receipt thereof and was not acquired directly or indirectly from the University
or other companies;


 


(4)                                  Information
which the Subcontractor can demonstrate was received by it from a third party
who did not require the Subcontractor to hold it in confidence.


 


(b)           The Subcontractor shall
obtain the written agreement, in a form satisfactory to the Contract
Administrator, of each employee permitted access, whereby the employee agrees
that he will not discuss, divulge or disclose any such information to any
person or entity except those persons within the Subcontractor’s organization
directly concerned with the performance of the Subcontract.


 


(c)           The Subcontractor
agrees, if requested by KSL Services or the University, to sign an agreement
identical, in all material respects, to the provisions of this clause, with
each


 


14





















 


company supplying information to the Subcontractor under this
Subcontract, and to supply a copy of such agreement to KSL Services JV.


 


(d)           The Subcontractor
agrees that upon request by KSL Services JV or the University, it will execute
a KSL Services JV or University-approved agreement with any party whose facilities
or information it is given access to or is furnished, restricting use and
disclosure of the information obtained from the facilities. Upon request by KSL
Services or the University, such an agreement shall also be signed by
Subcontractor personnel.


 


(e)           This clause shall flow
down to all appropriate subcontracts.


 


20.0        CONTROL
OF SUBCONTRACTOR EMPLOYEES WORKING ON SITE


 


(a)           The Subcontractor shall
be responsible for maintaining satisfactory standards of employee competency,
conduct, integrity, and compliance with subcontract requirements including site-specific requirements. Should
KSL Services JV or the Government determine that an employee of a subcontractor
at any tier fails to meet any of these standards, the Subcontractor shall
immediately remove such person from the work site, and that person shall not
again, without written permission of KSL Services JV or the Government, be
allowed back on the work site.


 


(b)           The Subcontractor shall
include this provision in all lower-tier subcontracts, which require work to be
performed on the LANL site.


 


21.0        SECURITY


 


(a)           Non-U.S. Citizens on
the Work Site. The Subcontractor shall take effective measures to determine
the citizenship of all of its employees and those of its lower-tier
subcontractors who will be assigned to work at the LANL work site (for purposes
of this clause, hereinafter “Subcontract Workers”), and shall not permit
persons who are not United States citizens to enter such sites ‘except as
provided in this clause. If the Subcontractor intends to employ non-U.S.
citizens, the Subcontractor must comply with DOE and LANL Foreign Visits and
Assignments procedures and . obtain approval for such individuals to enter the
work site pursuant to those procedures. Copies of the requirements and
procedures associated with Foreign Visits and Assignments may be obtained from
the KSL Services JV. There is no assurance KSL Services JV or the University
will grant any particular request for access by a non-U.S. citizen pursuant to
these procedures. The presence of non-U.S. citizens on the work site without
appropriate approval could result in termination of the Subcontract.


 


(b)           The Subcontractor shall
provide upon request from KSL Services JV or the Government the name of any
Subcontract Worker together with the individual’s address and citizenship.


 


(c)           Any digging of holes
under security fencing, cutting or removing of security fencing, altering of
gates or otherwise providing’ access into security areas by means other than
established access points shall be accomplished only in the presence of a
Protective Force Security inspector and only after obtaining approval from the
KSL Services JV or the Government 48 hours in advance. At the end of each work
day, the Subcontractor shall repair,


 


15





















 


replace, or provide adequate barriers to preclude unauthorized entry
into Security Areas through the holes dug or cuts in security fences or through
modified gates or other alteration of the security perimeters. Such barriers
shall be inspected and approved by KSL. Services or the Government. The
Subcontractor shall make arrangements through KSL Services or the Government to
assure that a LANL Protective Force Security Inspector is on site to guard any
temporary opening during the work day.


 


(d)           All persons, vehicles,
parcels, etc., are subject to search when entering or leaving any posted
Government property at LANL.


 


(e)           Access to Areas
Requiring “L” or “Q” Clearances


 


(1)                                  Prior to commencing
work, the Subcontractor shall meet with University security representatives to
review security measures that apply to the Subcontract work and Subcontract
Workers.


 


(2)                                  All Subcontract
Workers must be U.S. citizens and must possess DOE “L” or “Q” access
authorizations as indicated in Paragraph A. above or have been issued an “Escort
Required” badge and be escorted at all times while within the area by a person
possessing a DOE “Q” or “L:” access authorization.


 


(3)                                  Escorts for entry of
uncleared Subcontract Workers into security areas shall be arranged with the
Contract Administrator.


 


(4)                                  The number of escorts
required for a given project shall be based on the number of uncleared
personnel working within an area and the capability for visual contact with all
uncleared personnel at all times by the escort or escorts. A general rule of
thumb is that an escort can act as escort for a maximum of 4 or 5 people who
require escorting.


 


(5)                                  Prior to the issuance
of an “L” or “Q” badge to Subcontract Workers, the Subcontractor shall have
submitted and obtained a favorable Foreign Ownership, Control, or Influence
(FOCI) determination.


 


(6)                                  For each Subcontract
Worker to be processed for an “L” or “Q” access authorization, the following
information shall be provided:


 


a)                                      Completed
Personnel Security Questionnaire (Form SF-86), Parts I and II.


 


b)                                     One Security
Acknowledgment (DOE F-5631.18).


 


c)                                      Two Fingerprint
Cards (FD-258).


 


d)                                     If the employee is
a military veteran, one copy of Separation from Military Senate (DD Form 214)
or other acceptable evidence of military service.


 


e)                                      Authority for
Release of Information (DOE F-5637.1).


 


16





















 


f)                                        Two Fair Credit
Release Act forms


 


g)                                     Other forms as
required by DOE


 


(7)                                  If a clearance is
granted, the cleared Subcontract Worker shall attend an indoctrination security
lecture at the LANL Badge Office before issuance of badge. Badges will be valid
for the duration of the Subcontract or the duration of employment, whichever is
shorter.


 


(8)                                  All personnel shall
display security badges on their outer clothing above the waistline while in
Security Areas and shall remain within their assigned work areas.


 


(9)                                  Terminations for “Q”
or “L” cleared employees shall be reported to S-6 Clearance Processing within
two days.


 


(10)                            Vehicles driven by
uncleared drivers delivering construction materials will be permitted to enter
Security Areas provided they have been issued an “Escort Required” badge and
are under escort of personnel possessing “Q”
or “L” access authorization as appropriate for the delivery site.


 


(f)            Escort-Required
Badging. See Security and Safeguards Division Notice 0088 at
http://lln.lanl.gov/notice/notice0088.pdf for policy and procedures or contact
the Contract Administrator for a copy.


 


(g)           The requirements for
securing eligible personnel and proper personnel security clearances for work
within “L” and “Q” clearance areas and for complying with other security
regulations and procedures shall not be considered cause for an extension of
time for performance of the Subcontract work or for extra payments under the
Subcontract. The cost of processing DOE “Q” or “L” access authorizations,
however, will be borne by the Government.


 


(h)           Whenever the work under
this Subcontract requires the issuance of badges of any kind, KSL Services JV
or the Government may withhold final payment to the Subcontractor until all
such badges are returned to KSL Services JV or the Government.


 


(i)            Notwithstanding the
fact that the Subcontract work is being performed within a DOE-posted area, a “Q”
Cleared Area, or an “L” Cleared area, the responsibility for protection of
property associated with the Subcontract work rests with the Subcontractor.


 


(j)            Security
Termination Process. Within 2 working days of an event described in the
figure below, the Subcontractor shall take the corresponding action in the same
figure:


 


	
  Event

  	
   

  	
  Do Termination Briefing &

  Submit DOE Form 5631.29

  for

  	
   

  	
  Return These Badges

  
	
  Terminate Employment

  	
   

  	
  Individual Subcontract Personnel

  	
   

  	
  Individual’s, whether cleared or uncleared,
  including

  



 


17





















 


	
   

  	
   

  	
   

  	
   

  	
  expired

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Transfer individual from Subcontract

  	
   

  	
  Individual Subcontract Personnel

  	
   

  	
  Individual’s, whether cleared or uncleared,
  including expired

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Clearance no longer required

  	
   

  	
  All cleared Subcontract Personnel

  	
   

  	
  All cleared badges, including expired

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FOCI approval.withdrawn

  	
   

  	
  All cleared Subcontract Personnel

  	
   

  	
  All cleared badges, including expired

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subcontract completed/terminated

  	
   

  	
  All Subcontract Personnel

  	
   

  	
  All badges, whether cleared or uncleared,
  including expired

  



 


DOE Form 5631.29
shall be submitted and all, badges retrieved from Subcontract Personnel as
described in the figure above shall be turned in at the LANL Clearance
Processing Office.


 


The
Subcontractor shall conduct or have conducted by its subcontractors, for each
individual who has been issued a cleared badge, a Security Termination Briefing
and shall obtain a Security Termination Statement, DOE Form 5631.29:


 


(k)           Lost or Stolen
Badges. If a badge is lost, the Subcontractor shall ensure that the
individual badgeholder comes to the Badge Office and files a written affidavit
of such, using a Notification of Permanent Inactivation of Badge form
(Laboratory Form 1672, or as amended or superceded), in order to obtain a
replacement badge: If a badge is stolen, the individual badgeholder must file
Laboratory Form 1672 as above and also report the theft to KSL Services JV
or the Government.


 


22.0        COLLECTIVE
BARGAINING AGREEMENTS


 


(a)           When negotiating
collective bargaining agreements applicable to the work force under this
Subcontract, the Subcontractor shall use its best’ efforts to ensure such
agreements ‘ contain provisions designed to assure continuity of services. All
such agreements entered into during the contract period of performance should
provide that grievances and disputes involving the interpretation or
application of the agreement will be settled without resorting to strike,
lockout, or other interruption of normal operations. For this purpose, each
collective bargaining agreement should provide an effective grievance procedure
with arbitration as its final step, unless the parties mutually agree
upon some other method of assuring continuity of operations. As ‘part of such
agreements, management and labor should agree to cooperate fully with the
Federal Mediation and Conciliation Service.


 


(b)           The Subcontractor shall
provide the KSL Services or the Government with copies of all collective
bargaining agreements, including any amendments, supplements or modifications
thereto, or any other bargaining agreements that arise during the course of
this Subcontract and that apply to Subcontractor employees working under this
Subcontract.


 


18





















 


(c)           The Subcontractor is required to recognize existing
bargaining representatives, and comply with existing Collective Bargaining
Agreements as permitted by law.


 


23.0        LABOR
RELATIONS


 


(a)           The Subcontractor will
respect the rights of employees (i) to organize, form, join or assist
labor organizations, bargain collectively through representatives of the
employees’ own choosing, and engage in other protected concerted activities for
the purpose of, collective
bargaining, and (ii) to refrain from such activities.


 


(b)           To the extent required by
law, the Subcontractor shall give notice to any lawfully designated
representatives of its employees for purposes of collective bargaining and,
upon proper request, bargain to good faith impasses or agreement, or .otherwise
satisfy applicable bargaining obligations.


 


(c)           The Subcontractor shall
promptly advise the Contract Administrator of, and provide all appropriate
documentation regarding, any labor relations developments that involve or
appear likely to involve:


 


(1)           Possible strike
situations affecting the facility;


(2)           Referral to the Energy
Labor-Management Relations Panel;


(3)           The National Labor
Relations Board at any level;


(4)                                  Recourse to
procedures under the Labor-Management Relations Act of 1947, as amended, or any
other Federal or state labor law; or


(5)                                  Any grievance which
may reasonably be assumed will be arbitrated under a Collective Bargaining
Agreement.


 


24.0        INDEMNIFICATION
AND HOLD HARMLESS


 


(a)           The Subcontractor shall
indemnify the University, the Government, and their agents and employees and
shall hold them harmless from ‘all claims and demands of third parties
arising out of the Subcontractor’s, or any of its lower-tier subcontractors’
performance of this subcontract, to which the University . the Government, or
their agents or employees may be subject by reason of any negligent acts
((Delete...action, neglect or omission) on the part of the Subcontractor, any
of its lower-tier subcontractors, or their respective officers, agents, or
employees provided, however, where such claims and demands result from the
negligence or willful misconduct of the University or its other subcontractors,
or their respective employees, the Subcontractor’s liability for such claims
and demands shall be in proportion to its and its lower-tier subcontractors’
share of fault in the events giving rise to the claim or demand.


 


(b)           The Subcontractor shall
promptly notify the University in writing of any claim or demand related to
performance of this subcontract that the Subcontractor becomes aware of. The
Subcontractor shall cooperate with the University in the defense of claims and
demands described in this clause.


 


19





















 


25.0        INSURANCE-LIABILITY
TO THIRD PERSONS


 


(a)(1)                    Except as provided in paragraph (a)(2) of
this clause, the Subcontractor shall provide and maintain workers’
compensation, employer’s liability, comprehensive general liability (bodily
injury), comprehensive automobile liability (bodily injury and property damage)
insurance, and such other insurance as the Contract Administrator may require
under this subcontract.


 


(2)                                  The Subcontractor
shall develop a self-insurance program for general liability, auto liability
and workers’ compensation unless otherwise directed by the Contract
Administrator, provided that the Subcontractor is authorized to operate
self-insured pursuant to New Mexico statutory authority. In the event the
Subcontractor becomes ineligible to operate on a self-insured basis, or in the
event the University elects to discontinue reimbursement under the
Subcontractor’s self-insurance program, the Subcontractor agrees to purchase
such insurance as is required by law and is acceptable to the University, and
the cost of such insurance will be allowable under the subcontract.


 


(3)                                  All insurance required
by this paragraph shall be in a form and amount and for those periods as the
Contract Administrator may require or approve and with insurers approved by the
Contract Administrator.


 


(b)           The Subcontractor
agrees to submit for the Contract Administrator’s approval, to the extent and
in the manner required by the Contract Administrator, any other insurance that
is maintained by the Subcontractor in connection with the performance of this
subcontract and for which the Subcontractor seeks reimbursement.


 


(c)           The Subcontractor shall
be reimbursed –


 


(1)           For that portion –


 


(i)            Of
the reasonable cost of insurance allocable to this subcontract; and


 


(ii)           Required
or approved under this clause; and


 


(2)                                  For certain
liabilities (and expenses incidental to such liabilities) to third persons not
compensated by insurance or otherwise without regard to and as an exception to
the Limitation of Funds clause of this subcontract. These liabilities must
arise out of the performance of this subcontract, whether or not caused by the
negligence of the Subcontractor or of the Subcontractor’s agents, servants, or
employees, and must be represented by final judgments or settlements approved
in writing by the Government. These liabilities are for-


 


(i)            Loss
of or damage to property (other than property owned, occupied, or used by the
Subcontractor, rented to the Subcontractor, or in the care, custody, or control
of the Subcontractor); or


 


20





















 


(ii)           Death
or bodily injury.


 


(d)           The Government’s
liability under paragraph (c) of this clause is subject to the
availability of appropriated funds at the time a contingency. occurs. Nothing
in this subcontract shall be construed as implying that the Congress will, at a
later date, appropriate funds sufficient to meet deficiencies.


 


(e)           The Subcontractor shall
not be reimbursed for liabilities (and expenses incidental to such
liabilities)-


 


(1)                                  For which the
Subcontractor is responsible under the Indemnification and Hold Harmless clause of the subcontract;


 


(2)                                  For which the
Subcontractor is otherwise responsible under the express terms of any other
clause specified in the Schedule or elsewhere in the subcontract;


 


(3)                                  For which the
Subcontractor has failed to insure or to maintain insurance as required by the
Contract Administrator;


 


(4)                                  For any award of
punitive damages against the Subcontractor; or


 


(5)                                  That result from
willful misconduct or lack of good faith on the part of any of the
Subcontractor’s directors, officers, managers, superintendents, or other
representatives who have supervision or direction of:


 


(i)            All
or substantially all of the Subcontractor’s, business;


 


(ii)           All
or substantially all of the Subcontractor’s operations at any one plant or
separate location in which this subcontract is being performed; or


 


(iii)          A
separate and complete major industrial operation in connection with the
performance of this subcontract.


 


(f)            The provisions of
paragraph (e) of this clause shall not restrict the right of the
Subcontractor to be reimbursed for the cost of insurance maintained by the
Subcontractor in connection with the performance of this subcontract, other
than insurance required in accordance with this clause; provided, that such
cost is allowable under the Allowable Cost and Payment clause of this
subcontract.


 


(g)           If any suit or action
is filed or any claim is made against the Subcontractor, the cost and expense
of which may be reimbursable to the Subcontractor under this subcontract, and
the risk of which is then uninsured or is insured for less than the amount
claimed, the Subcontractor shall-


 


(1)                                  Immediately
notify the Contract Administrator and promptly furnish copies of all pertinent
papers received;


 


21





















 


(2)                                  Authorize
University representatives to collaborate with counsel for the insurance
carrier in settling or defending the claim when the amount of the liability
claimed exceeds the amount of coverage; and


 


(3)                                  Authorize
University representatives to settle or defend the claim and to represent the
Subcontractor in or to take. charge of any litigation, if required by the
University, when the liability is not insured or covered by bond. The
Subcontractor may, a i own expense, be associated with the University
representatives in any such claim or litigation.


 


26.0        UNIVERSITY’S
RIGHT TO OFFSET


 


The Prime Contractor may collect any amount determined by the Contract
Administrator to be owed to the University by the Subcontractor by offsetting
the amount against any payment due to the Subcontractor under any subcontract
it has with the University issued pursuant the University’s contract with DOE
for management and operation of LANL. Any challenge to the amount of an offset
under this clause shall be resolved under the Disputes clause of this
subcontract.


 


27.0                        ALTERATION
OF CLAUSE ENTITLED “STATE OF NEW MEXICO GROSS RECEIPTS AND COMPENSATING TAX”.
FAR 52.229-10


 


Change all
references to “Type 15 NonTaxable Transaction Certificate” in the clause
entitled “State of New Mexico Gross Receipts and Compensating Tax” to “Type 9
NonTaxable Transaction Certificate.”


 


28.0        ACCESS
TO AND OWNERSHIP OF RECORDS


 


(a)           Government-owned
records. Except as provided in paragraph (b) of this clause, all records
acquired or generated by the Subcontractor in its performance of this
subcontract shall be the property of the Government and shall be delivered to
the Government or otherwise disposed of by the Subcontractor either as the
Contract Administrator may from time to time direct during the progress of the
work or, in any event, as the Contract Administrator shall direct upon
completion or termination of the subcontract.


 


(b)           Subcontractor-owned
records. The following records are considered, the property of the
Subcontractor and are not within the scope of paragraph (a) of this
clause.


 


(1)                                  Employment-related
records (such as workers’ compensation files; employee relations records,
records on salary and employee benefits; drug testing records, labor
negotiation records; records on ethics, employee concerns, and other
employee-related investigations conducted under an expectation of
confidentiality; employee assistance program records; and personnel and
medical/ health-related records and similar files), and non-employee patient
medical/health related records, except for those records described by the
contract as being maintained in Privacy Act systems of records.


 


22





















 


(2)                                  Confidential
contractor’ financial information, and correspondence between the contractor
and other segments of the contractor located away from the Government facility
(i.e., the Subcontractor’s corporate headquarters);


 


(3)                                  Records
relating to any procurement action by the Subcontractor, except for records
that under the General Provision clause entitled, Accounts, Records, and
Inspection, are described as the property of the Government; and


 


(4)                                  Legal
records, including legal opinions, litigation files, and documents covered by
the attorney-client and attorney work product privileges; and


 


(5)                                  The
following categories of records maintained pursuant to the technology transfer
clause of this contract:


 


(i)                                     Executed
license agreements, including exhibits or appendices containing information on
royalties, royalty rates, other financial information, or commercialization
plans, and all related documents, notes and correspondence.


 


(ii)                                  The
Subcontractor’s protected Cooperative Research and Development Agreement
(CRADA) information and appendices to a CRADA that contain licensing terms and
conditions, or royalty or royalty rate information.


 


(iii)                               Patent,
copyright, mask work, and trademark application files and related contractor
invention disclosures, documents and correspondence, where the Subcontractor
has elected rights or has permission to assert rights and has not relinquished
such fights or turned such rights over to the Government.


 


(c)           Subcontract completion
or termination. In the event of completion or terrain of this subcontract,
copies of any of the Subcontractor-owned records identified in paragraph (b) of
this clause, upon the request of the Government, shall be delivered to the
Government o its designees, including successor contractors. Upon delivery,
title to such records shall vest in the Government or its designees, and such
records shall be protected in accordance with applicable federal laws
(including the Privacy Act), as appropriate.


 


(d)           Inspection, copying,
and audit of records. All records acquired or generated by the Subcontractor
under this subcontract in the possession of the Subcontractor, including those
described at paragraph (b) of this clause, shall be subject to inspection,
copying, and audit by the Government or its designees at all reasonable times,
and the Subcontractor shall afford the Government or its designees reasonable facilities
for such inspection, copying, and audit; provided, however, that upon request
by the Contract Administrator, the Subcontractor shall deliver such records to
a location specified by the Contract Administrator for inspection, copying, and
audit. The Government or its designees shall use such records in accordance
with applicable federal laws
(including the Privacy Act), as appropriate.


 


23





















 


(e)           Applicability.  Paragraphs (b), (c), and (d) of this
clause apply to all records without regard to the date or origination of such
records.


 


(f)            Records retention
standards. Special records retention standards, described at DOE Order 200.1,
Information Management Program (version in effect on effective date of subcontract),
are applicable for the classes of records described therein, whether or not the
records are owned by the Government or the Subcontractor. In addition, the
Subcontractor shall retain individual radiation exposure records generated in
the performance of work under this subcontract until the Government authorizes
disposal. The Government may waive application of these record retention
schedules, if, upon termination or completion of the subcontract, the
Government exercises its right under paragraph (c) of this clause to
obtain copies and delivery of records described in paragraphs (a) and (b) of
this clause.


 


(g)           Subcontracts. The
Subcontractor shall include the requirements of this clause in all subcontracts
that are of a cost-reimbursement type if any of the following factors is
present:


 


(1)                                  The
value of the subcontract is greater than $2 million (unless. specifically
waived by the Contract Administrator);


 


(2)                                  The
Contract Administrator determines that the subcontract is, or involves, a
critical task related to the subcontract; or


 


(3)                                  The
subcontract includes 48 CFR 970.5223-1, Integration of Environment, Safety, and
Health into Work Planning and Execution, or similar clause.


 


29.0        DISPUTES


 


(a)           Definitions. For purposes of this clause:


 


(1)                                  “Claim” means a written demand or written
assertion by either contracting party seeking as a matter of right, the payment
of money in a sum certain, the adjustment or interpretation of a contract term,
or other relief arising under or relating to this subcontract. A voucher,
invoice, or other request for payment or equitable adjustment under the terms
of the subcontract, that is not in dispute when submitted, is not a claim. The
Subcontractor may convert such submission into a claim if it is disputed either
as to liability or amount, or is not acted upon in a reasonable time, by
demanding a decision by the Contract Administrator.


 


(b)           Nature of the. Subcontract. This
subcontract is not a Government contract and, therefore, is not subject to the
Contract Disputes Act of 1978 (41 U.S.C. §§601-613). The Subcontractor
acknowledges that DOE and the University are not a parties to the subcontract
and, for purposes of the subcontract, the University is not an agent of DOE.


 


(c)           Scope of Clause. The rights and procedures
set forth in this clause are the exclusive rights and procedures for resolution
of all claims and disputes arising under, or relating to, this subcontract, and no action based upon
any claim or dispute arising under, or relating to, this subcontract shall be
brought in any court except as provided in this clause. The parties shall be
bound by any arbitration decision rendered pursuant to this clause, which shall
be vacated,


 


24





















 


modified, or corrected only as provided in the Federal Arbitration Act
(9 U.S.C. §§1-16). An arbitration decision may be enforced in any court of
competent jurisdiction.


 


(d)           Claims asserting actions or inactions of the
University.


 


(1)                                  Unless
otherwise provided in this subcontract, for claims asserting as the basis any
action or inaction by the University the Subcontractor must file any claim with
KSL Services JV, and KSL Service JV will present the claim to the University
within 60 days after the Subcontractor knew or should have known the facts
giving rise to the claim. Failure to file a claim within the period prescribed
by this paragraph shall constitute a waiver of the Subcontractor’s right, if
any, to an equitable adjustment under the subcontract.


 


(2)                                  The
Subcontractor shall submit any claim identified in (1) above in writing to
KSL Services JV, and KSL Services JV will present the claim to the University’s
Contract Administrator who shall issue a decision on the matter within 60 days
of receipt of the claim. If the University’s Contract Administrator fails to
issue a decision within 60 days, the Subcontractor may request that KSL
Services JV request mediation or a demand for arbitration as provided in KSL
Services TV contract with the University.


 


(3)                                  The
decision of the University’s Contract Administrator shall be final and
conclusive unless the Subcontractor requests that KSL Services JV requests
mediation or demands arbitration in accordance with the terms of KSL Services JV contract with the University.


 


(4)                                  The
Subcontractor shall fully cooperate with KSL Services JV in the pursuit and
conduct of any mediation or arbitration requested by Subcontractor. Any and all
costs incurred by KSL Services JV in sponsoring and participating with
Subcontractor in any mediation or arbitration arising under this clause, shall
be for the account of Subcontractor.


 


(e)           Claims asserting actions or inactions on part of KSL
Services JV.


 


(1)                                  Unless
otherwise provided in this subcontract, for claims asserting as the
basis any action or inaction by KSL Services JV the Subcontractor must file any
claim with KSL Services JV within 60 days after the Subcontractor knew or
should have known the facts giving rise to the claim. Failure to file a claim
within the period prescribed by this paragraph shall constitute a waiver of the
Subcontractor’s right, if any, to an equitable adjustment under the
subcontract.


 


(2)                                  The
Subcontractor shall submit any claim identified in (1) above in writing to
KSL Services JV, and KSL Services JV’s Subcontract Administrator shall issue a
decision on the matter within 60 days of receipt of the claim. If the KSL
Services JV’s Subcontract Administrator fails to issue a decision within 60
days, or such other time as deemed necessary by the Subcontract Administrator,
the


 


25





















 


Subcontractor may request that KSL Services
JV may submit a demand for arbitration as provided herein.


 


(3)                                  The
decision of KSL Services JV’s
Subcontract Administrator shall be final and conclusive unless the Subcontractor
demands arbitration in accordance with the terms of this clause.


 


(4)                                  If
the decision of the KSL Services JV’s Subcontract Administrator is not
satisfactory to the Subcontractor, the Subcontractor must submit to the
Subcontractor Administrator a written
demand for arbitration of the claim within 45 days after receipt of the
Subcontract Administrator’s decision.


 


(f)            Arbitration Procedures.


 


(1)                                  The parties agree to
first endeavor to settle the dispute in an amicable mariner by mediation
administered by the American Arbitration Association under its Commercial
Mediation Rules before resorting to arbitration. Thereafter, any
unresolved controversy or claim arising out of or relating to this contact or
breach thereof shall be settled by arbitration administered by the American
Arbitration Association in accordance with its Commercial Arbitration Rules and
judgment upon the Award rendered by the arbitrators) may be entered in any
court having jurisdiction thereof.


 


(2)                                  The parties
acknowledge that this contract evidences a transaction involving interstate
commerce. The United States Arbitration Act shall govern the interpretation,
enforcement, and proceedings pursuant to the arbitration clause in this
contract.


 


(3)                                  The arbitration
proceedings shall be conducted in Albuquerque, NM. The language of the
arbitration shall be English.


 


(4)                                  The governing law of
this contract shall, be that
body of common law relating to U.S. government procurement and where no such
common law exists the law of the State of New Mexico, excluding any conflict of
laws provision which would lead to the application of a different body of law.


 


(5)                                  The decision of a
majority of the three (3) arbitrators shall be reduced to writing; final
and binding without the right of appeal. Judgment upon the award may be entered
in any court having jurisdiction over the person or the assets of the Party
owing the judgment or application may be made to . such court for a judicial
acceptance of the award and an order of enforcement, as the case may be.


 


(6)                                  Consequential,
punitive or other similar damages shall not be’ allowed; provided, however, the
award may include appropriate punitive. damages where a Party has engaged in
delaying and dilatory actions.


 


26





















 


30.0        ALLOWABLE
COST AND PAYMENT


 


(a)           Invoicing.


 


(1)                                  KSL Services JV will
make payments to the Subcontractor in accordance with the Prime Subcontract
between KSL Services JV, the University and this clause.


 


(2)                                  Subcontract financing
payments are not subject to the interest penalty provisions of the Prompt
Payment Act. Interim payments made prior to the final payment under the
subcontract are contract financing payments.


 


(3)                                  In the event that the
University requires an audit or other review of a specific payment to ensure
compliance with the terms and conditions of the subcontract, the KSL Services
JV may withhold payment for the cost in question.


 


(b)           Reimbursing costs.


 


(1)                                  For
the purpose of paying allowable costs (except as provided in paragraph (b)(2) of
this clause, with respect to pension, deferred profit sharing, and employee
stock ownership plan contributions), the term “costs” includes only-


 


(i)                                     Those
recorded costs that, at the time of the request for reimbursement or withdrawal
from the Special Financial Institution Account, the Subcontractor has paid by
cash, check, or other form of actual payment for items or services purchased
directly for the contract;


 


(ii)                                  When
the Subcontractor is not delinquent in paying costs of subcontract performance
in the ordinary course of business, costs incurred, but not necessarily paid,
for-


 


(A)                              Supplies
and services purchased directly for the subcontract and associated financing
payments to lower tier subcontractors, provided payments will be made-


 


(1)                                  In
accordance with the terms and conditions of a lower tier subcontract or
invoice; and


 


(2)                                  Ordinarily
prior to the submission of KSL Services JV next monthly certified invoice to
the University;


 


(B)                                Materials
issued from the Subcontractor’s inventory and placed in the production process
for use on the subcontract;


 


(C)                                Direct
labor;


 


(D)                               Direct
travel;


 


(E)                                 Other
direct in-house costs; and


 


27





















 


(F)                                 Properly
allocable and allowable indirect costs, as shown in the records maintained by
the Subcontractor for purposes of obtaining reimbursement under the
subcontract;


 


(iii)                               The
amount of financing payments that have been paid by cash, check, or other forms
of payment to lower-tier subcontractors.


 


(2)                                  Accrued
costs of Subcontractor contributions under employee pension plans shall be
excluded until actually paid unless-


 


(i)                                     The
Subcontractor’s practice is to make contributions to the retirement fund
quarterly or more frequently; and


 


(ii)                                  The
contribution does not remain unpaid 30 days after the end of the applicable
quarter or shorter payment period (any contribution remaining unpaid shall be
excluded from the Subcontractor’s indirect costs for payment purposes).


 


(3)                                  Notwithstanding
the audit and adjustment of invoices or vouchers under paragraph (e) of
this clause, allowable indirect costs under this subcontract shall be obtained
by applying indirect cost rates established in accordance with paragraph (c) of
this clause.


 


(4)                                  Any
statements in specifications or other documents incorporated in this
subcontract by reference designating performance of services or furnishing of
materials at the Subcontractor’s expense or at no cost to the University or the
Government shall be disregarded for purposes of cost reimbursement under this
clause.


 


(c)           Final indirect cost
rates.


 


(1)                                  Final
annual indirect cost rates and the appropriate bases shall be established in
accordance with Subpart 42.7 of the Federal Acquisition Regulation (FAR) in
effect for the period covered by the indirect-cost rate proposal.


 


(2)                                  (i)            The
Subcontractor shall submit ‘an adequate final indirect cost rate proposal to
KSL Services JV within the 6-month period following the expiration of each of
Government’s fiscal years. Reasonable extensions, for exceptional circumstances
only, may be requested in writing by the Subcontractor through KSL Services JV
and granted in writing by the Contract Administrator. The Subcontractor shall
support its proposal with adequate supporting data.


 


(ii)                                  The
proposed rates shall be based on the Subcontractor’s actual cost experience for
that period. The Contract Administrator and the ‘Subcontractor shall establish
the final indirect cost rates as promptly as practical after receipt of the
Subcontractor’s proposal.


 


28





















 


(3)                                  The
Subcontractor and Contract Administrator shall execute a written understanding
setting forth the final indirect cost rates. The understanding shall specify


 


(i)                                     the
agreed-upon final annual indirect cost rates,


 


(ii)                                  the
bases to which the rates apply,


 


(iii)                               the
periods for which the rates apply,


 


(iv)                              any
specific indirect cost items treated as direct costs in the settlement, and


 


(v)                                 the
affected subcontract, identifying any with advance agreements or special terms
and the applicable rates. The understanding shall not change any monetary
ceiling, subcontract obligation, or specific cost allowance or disallowance
provided for in this subcontract. The understanding is incorporated into this
subcontract upon execution.


 


(4)                                  Failure
by the parties to agree on a final annual indirect cost rate shall be a dispute
within the meaning of the Disputes clause.


 


(5)                                  Within
120 days (or longer period if approved in writing by the Contract
Administrator) after settlement of the final annual indirect cost rates for all
years of a physically complete subcontract, the Subcontractor shall submit to
KSL Services JV a completion invoice or voucher to reflect the settled amounts
and rates.


 


(6)                                  (i)            If
the . Subcontractor fails to submit a completion invoice or voucher to KSL
Services JV within the time specified in paragraph (c)(5) of this clause,
the Contract Administrator may-


 


(A)                              Determine
the amounts due to the Subcontractor under the subcontract; and


 


(B)                                Record
this determination in.a
unilateral modification to the subcontract.


 


(ii)                                  This
determination constitutes the final decision of the Contract Administrator in
accordance with the Special Conditions, Paragraph 29, entitled “Disputes.”


 


(d)           Billing rates. Until
final annual indirect cost rates are established for any period, the Government
shall reimburse the Subcontractor at billing rates established by the Contract
Administrator or by an authorized representative (the cognizant auditor),
subject to adjustment when the final rates are established. These billing
rates-


 


(1)                                  Shall
be the anticipated final rates; and


 


29





















 


(2)                                  May be
prospectively or retroactively revised by mutual agreement, at either party’s
request, to prevent substantial overpayment or underpayment.


 


(e)           Audit. At any time or
times before final payment, the Contract Administrator may have the
Subcontractor’s invoices or vouchers and statements of cost audited. Any
payment may be-


 


(1)                                  Reduced
by amounts found by the Contract Administrator not to constitute allowable
costs; or


 


(2)                                  Adjusted
for prior overpayments or underpayments.


 


(f)            Final payment.


 


(1)                                  Upon
approval of a completion invoice or voucher . submitted by the Subcontractor in
accordance with paragraph (c)(5) of this clause, and upon the
Subcontractor’s compliance with all terms of this subcontract, the University
shall promptly pay any balance of allowable costs and that part of the fee (if any) not previously
paid.


 


(2)                                  The
Subcontractor shall pay to KSL Services JV any refunds, rebates, credits, or
other amounts (including interest, if any) accruing to or received by the
Subcontractor or any assignee under this subcontract, to the extent that those
amounts are properly allocable to costs for which the Subcontractor has been
reimbursed by KSL Services JV from the University. Reasonable expenses incurred
by the Subcontractor for securing refunds, rebates, credits, or other amounts
shall be allowable costs if approved by the Contract Administrator. Before
final payment under this subcontract, the Subcontractor and each assignee whose
assignment is in effect at the time of final payment shall execute and deliver-


 


(i)                                     An
assignment to the Government, in form and substance satisfactory to the
Contract Administrator, of refunds, rebates, credits, or other amounts
(including interest, if any) properly allocable to costs for which the
Subcontractor has been reimbursed by KSL Services JV, the University, or
government under this subcontract; and


 


(ii)                                  A
release discharging KSL Services JV, the University and the Government, its
officers, agents, and employees from all liabilities, obligations, and claims
arising out of or under this subcontract, except-


 


(A)                              Specified
claims stated in exact amounts, or in estimated amounts when the exact amounts
are not known;


 


(B)                                Claims
(including reasonable incidental expenses) - based upon liabilities of the
Subcontractor to third parties arising


 


30





















 


out of the performance of this subcontract;
provided, that the claims are not known to the Subcontractor on the date of the
execution of the release, and that the Subcontractor gives notice of the claims
in writing to KSL Services JV, within 6 years following the release date or
notice of final payment date, whichever is earlier, and


 


(C)                                Claims
for reimbursement of costs, including reasonable incidental expenses, incurred
by the Subcontractor under the patent clauses of this subcontract, excluding,
however, any expenses arising from the Subcontractor’s indemnification of KSL
Services JV, the University or the Government against patent liability.


 


31.0        FIXED
FEE


 


(a)           KSL Services JV shall
pay the Subcontractor for performing this subcontract the fixed fee specified
in the Schedule.


 


(b)           Payment of the fixed
fee shall be made as specified in the Schedule; provided that after payment of
85 percent of the fixed fee, KSL Services JV may withhold further payment of
fee until a reserve is set aside in an amount that KSL Services JV considers
necessary to protect the Government and KSL Services JV interest. This reserve
shall not exceed 15 percent of the total fixed fee or $100,000, whichever is
less. KSL Services JV shall release 75 percent of all fee withholds under this
subcontract after receipt of the certified final indirect cost rate proposal
covering the year of physical completion of this subcontract, provided the
Subcontractor has satisfied all other subcontract terms and conditions,
including the submission of final patent and royalty reports, and is not
delinquent in submitting final vouchers on prior years’ settlements. KSL may
release up to 90 percent of the fee withholds under this contract based on the
Subcontractor’s past performance related to the submission and settlement of
final indirect cost rate proposals with the Government.


 


31





















 


STATEMENT OF WORK


 


Environmental
Services


 


(Eligible NAICS Codes-562910, 541620, 541330,

562910, 541380, 561210)


 


Introduction.
The subcontractor is responsible for providing KSL with,
operational and quality services to ensure site-wide environmental compliance
with laws and regulations of the U.S. Government, State of New Mexico, Los
Alamos National Laboratory, and other relevant authorities.


 


Please refer to attachment 1 for a description of the KSL work at LANL.


 


The
Subcontractor must be able to obtain a favorable DOE Foreign Ownership, Control
or Influence determination from the Department of Energy.


 


The
Subcontractor’s Project Manager and essential personnel must be able to obtain
DOE security clearances at the “L” or “Q” level.


 


The
Subcontractor is expected to provide expertise in each of the major
environmental program areas described below, and to have sufficient qualified
staff available to accomplish the anticipated tasks.


 


The
Subcontractor’s work consists of a Base Program and Work for Others
Program. The Base Program is currently funded at $1.2 million for FY 03 and
consists of work that is in direct support of KSL organizations. The Work for
Others Program is incrementally funded by LANL work orders and consists of
environmental services that are ordered by LANL organizations. Funding for the
Work for Others Program can vary significantly from year-to-year depending on
LANL needs, budgets, priorities, and other factors.


 


The work to be
accomplished each year for the Base Program will- be defined in an Annual
Management Plan (AMP). The AMP will consist of the Subcontractor’s approved
budget for the year, and a description of the performance goals to be achieved
in each of the major program areas. The Subcontractor should be . aware that
budgets and performance goals may change during the course of the year because
of operational emergencies, LANL direction, funding shortfalls, enactment of
new laws, and other factors.


 


The KSL
Technical Representative will provide oversight and approval of contractor
activities and will be the point of contact for programmatic task review,
annual management plan implementation and project performance evaluation. A
review of performance against goals will be conducted quarterly.


 


1





















 


Major Environmental Program Areas of the

Base Program and the Work for Others Program


 


1.             Water
and Wastewater


 


Maintain and improve operation of the KSL operated, State-certified
laboratory for coliform analyses that supports the Laboratory’s drinking water
program by providing the capability to perform coliform sampling, membrane
filtration tests, coliform confirmation testing, utilizing required quality
assurance practices, as specified by the New Mexico Regulations Governing Water
Supply.


 


Conduct studies on water complaints and stagnation problems as directed
to KSL by the Laboratory to assess microbiological quality, develop data, and
generate and implement recommendations.


 


Support DOE and the Laboratory’s National Pollutant Discharge
Elimination System (NPDES) permit compliance program by providing the
capability to perform sanitary wastewater analyses, including pH, BOD, COD,
TSS, and fecal coliform analyses, and to provide collection of sanitary samples
(wastewater and sludge), quality control, and operational monitoring of NPDES
sanitary wastewater discharges. These tests will adhere to the methodology in
the specified editions of Standard Methods for the Analysis of Water and
Wastewater.


 


2.             Hazardous
and Solid Waste


 


Comply with applicable hazardous waste regulations by conducting
inspections, maintaining documentation, and following Subcontractor and
Laboratory procedures for the storage and disposal of waste.


 


3.             Storm
Water and Spill Prevention, Control, Containment (SPCC)


 


Develop, maintain, revise and monitor SPCC plans for KSL managed
facilities and work. Provide inspection services to assure operational
compliance with approved plans. Provide assistance to the KSL Engineering and
Construction departments for developing storm water plans for construction
activities.


 


4.             Spill
Response and Mitigation


 


Provide trained personnel to respond to both post-emergency response
operations and non-emergency spills. Personnel will provide support on an
as-needed basis at the direction of the Laboratory’s Emergency Management and
Response group or the designated “Recovery Manager” for both post and
non-emergency events.


 


5.             Pollution
Prevention and Waste Minimization


 


Implement pollution prevention plans and programs that comply with
applicable regulatory requirements. Examples include, but are not
limited to, pollution prevention/waste minimization strategies (such as
chemical and solvent substitution,


 


2





















 


source reduction and segregation), and recycling. The contractor will
support LANL programs for P2 (Pollution Prevention) and proactively integrate
P2 strategies into KSL’s work control process.


 


6.             Environmental
Management System


 


Complete development of, and implement the existing KSL environmental
management system (EMS). The EMS is intended to be consistent with the
requirements of ISO 14001. The EMS is approximately 90% complete.


 


7.             Air
Quality


 


Implement a written Air Quality Management Program to comply with Clean
Air Act requirements as defined in the Laboratory’s Title V Operating Permit.


 


Provide trained personnel to support the LANL Air Quality Group’s stack
monitoring program. Program responsibilities are to record airflow measurements
using properly calibrated measuring equipment.


 


8.             Radiological
characterization and sample preparation (This
work is not currently performed by KSL or the incumbent subcontractor, however,
KSL anticipates that this work may be performed in the future.)


 


Provide support to LANL groups by developing unique sampling protocols
for the preparation of sediment samples for radiological analyses.


 


Provide characterization and sample preparation services. in
contaminated facilities that are scheduled for decommissioning,
decontamination, or demolition. Related services may include establishing
characterization baselines, writing SOWs for D&D work, and developing plans
related to D&D procurements. Provide environmental support to hazardous
operations such as clean up of radiological liquid waste tanks.


 


The work may also include providing Radiological Control Technicians
(RCT) who work under the LANL radiation protection program and provide
radiation protection services to KSL work activities.


 


Anticipated
Tasks (to be defined and prioritized in an Annual
Management Plan)


 


1.                                       Operate
the NMED-certified microbiology laboratory (approximately 1100 square feet).
Perform operational and perform compliance testing on drinking water and
wastewater. Collect and analyze on average 46 membrane filtration samples per
month, perform BOD (biological oxygen demand), TSS (total suspended solids),
pH, and fecal coliform samples for NPDES compliance.


 


2.                                       Perform
RCRA inspections, site self-assessments. Monthly storage area compliance
verification for 12-to 16 sites.


 


3





















 


3.                                       Coordinate
KSL activities with LANL’s storm water permit. Write storm water plans, verify
implementation and perform inspections on impacted projects as projects arise
(number varies but can be as many as six at a time during the July through
September construction season).


 


4.                                       Provide
support to D&D, construction, and HAZWOPER Projects. Implement Site Health
and Safety Plans (SHASP), complete waste profiles, and manage waste for about
1,000 small construction projects per year.


 


5.                                       Environmental
Management System and ISO 14001 development and operation. Complete the KSL EMS
plan and implement company wide. The EMS plan is about 90% complete.


 


6.                                       Line
disinfections and construction project support services. The number to be
performed varies based on construction activities but could be as high as 100
per year, including 1 or 2 major projects related to new construction of LANL
facilities.


 


7.                                       NPDES
compliance and Wastewater Treatment Facilities support. Collect Wastewater
Treatment Plant acceptance criteria samples, perform upstream monitoring,
trouble shoot WWTP problems, and maintain NMED Level 4 certifications. The WWTP
has a design flow of 600,000 gallons per day and supports a site population of
about 15,000 people during normal working hours.


 


8.                                       Chemical
Inventory Surveillance and Review. Assess opportunities for hazardous waste
reduction and elimination in all areas of KSL work.


 


9.                                       Design
Review for construction projects. Engage in up-front planning and design of 10-20
projects per year to incorporate pollution prevention methodologies. Design
reviews will be based on potential environmental impacts including energy use,
water use, waste streams, and compliance with CAA and CWA.


 


10.                                 Spill
response plans, SPCC implementation and oversight. Provide 24-hour response
capability, support the KSL environmental response and recovery team (ERRT),
and confirm SPCC compliance. Currently there are 6 SPCC


 


11.                                 Radiological
characterization and sample preparation (optional). Support LANL groups and/or
KSL on special projects, D&D, ER as requested. Currently, there are no
requirements for this work.


 


12.                                 Waste
management coordination. Support KSL departments that generate waste to comply
with requirements. Most KSL waste streams are generated by Roads and Grounds
Department, Metal Fabrication Shop, Heavy Equipment Shop, Stationary Equipment
Shop, and the following craft work: carpentry, facility mechanical work,
electrical work, painting, and insulating.


 


13.                                 Radiological
Control Technicians (optional). ACT’s may be requested to support special
projects in LANL nuclear facilities. Currently, there are no requirements for
this work.


 


4





















 


14.                                 Pollution
Prevention (P2) initiatives. This work includes waste reduction, reuse, and
recycling. Apply P2 initiative to all aspects of KSL operations. Ensure
generators properly characterize waste prior to disposal, (2 to 4 metric tons
were generated in FY02). Develop waste stream reduction strategies. Review and
implement strategies to eliminate or reduce waste.


 


15.                                 Air
emissions inventories and surveys. Oversee KSL operations for compliance with
CAA and Title V permit requirements. KSL operates an asphalt plant and a
steam-electric cogeneration plan with nominal output of 10MW.


 


16.                                 Pesticide
usage and reporting guidance. Provide oversight of certified applicator
activities and tracking of annual usage.


 


17.                                 Material
reuse and recycling. Ensure compliance with Executive Order 13101 “Greening the
Government Through Waste Prevention, Recycling, and Federal Acquisition
Regulations”, and oversee salvage operations.


 


18.                                 Oil
reuse and recycling. Develop a site-wide waste oil recycling program. The
current program supports the Heavy Equipment and Stationary Equipment shops.
KSL desires to offer this service to all LANL organizations.


 


19.                                 Underground
and above ground storage tank management (UST, AST). Ensure compliance with 40
CFR 280. KSL owns one UST and two AST’s. Ensure implementation of SPCC plans
for 2 >150K gallon ASTs.


 


20.                                 Cooling
tower management. Provide technical oversight for waste disposal, NPDES
compliance, and water conservation.


 


21.                                 Refrigerant
Program oversight. Provide services for CM Title VI CFC management in
accordance with LANL procedures.


 


22.                                 LANL
stack monitoring measurements. Measurements are taken about 60 times per year.
Equipment is calibrated monthly and measurements are coordinated through LANL.


 


23.                                 Liaison
with LANL, DOE, NMED, EPA, and other regulatory agencies. Maintain regular
communication with relevant regulatory agencies to provide updates on
environmental programs and accomplishments.


 


Subcontract Deliverables


 


1.                                       Annual
Price Proposal to be submitted by August 30, of each subcontract base
period beginning in 2004


 


2.                                       Quarterly
Contract Review


 


3.                                       Quarterly
EEO/AA Status Report


 


4.                                       Annual
Salary Increase Authorization request by August 30, 2003


 


5





















 


5.                                       Federal
Insecticide, Fungicide, Rodenticide Act (FIFRA) Compliance Report


 


6.                                       National
Pollutant Discharge Elimination System (NPDES) Sanitary Wastewater Test Results


 


7.                                       Los
Alamos National Laboratory Air Quality Operating Permit Reports


 


8.                                       Annual
overhead budget report to be submitted by August 1, of each year


 


9.                                       OSHA
200 Log — monthly and annual summary


 


10.                                 Monthly
Subcontractor Injury/Illness Report


 


Ad hoc
reports, special management reports, and other management information will be
required from time to time.


 


Attachment:


 


1) KSL
Statement of Work


 


6





















 


MODIFICATIONS


 


1.                                       Increase
funding by $16,643.00


 


2.                                       Revise
designated Subcontractor Representative


 


3.                                       Increase
funding by $7,889.00


 


4.                                       Increase
funding by $54,298.00


 


5.                                       Exercise
Option Period One (December 1, 2004 through November 30, 2005) and
increase funding by $1,893,889.17


 


6.                                       Clarify
the wording for fixed fee on temporary assignments


 


7.                                       Increase
funding by $83,520.00


 


8.                                       Increase
funding by $84,448.33


 


9.                                       Increase
funding by $72,424.02


 


10.                                 Increase
funding by $8,413.00


 


7