Exhibit 10.8


 


Hanford Contract


 


BECHTEL HANFORD, INC.


 


TECHNICAL SERVICES SUBCONTRACT


 


	
  SUBCONTRACTOR:

  	
   

  	
  TMA Hanford

  	
   

  	
  SUBCONTRACT NO.:

  	
   

  	
  22192-TMAH-001-CPFF

  
	
  ADDRESS

  	
   

  	
  450 Hills Street

  Richland, WA 99352

  	
   

  	
  EFFECTIVE DATE:

  	
   

  	
  July 01, 1994

  
	
   

  	
   

  	
   

  	
   

  	
  COMPLETION DATE:

  	
   

  	
  September 30, 1994

  
	
   

  	
   

  	
   

  	
   

  	
  REGISTER NO.:

  	
   

  	
  001

  
	
  CONTRACT:

  	
   

  	
  John D. Moroney, III

  	
   

  	
  WORK LOCATION:

  	
   

  	
  Richland, WA

  
	
  TELEPHONE:

  	
   

  	
  (509) 375-4675

  	
   

  	
  ISSUING OFFICE:

  	
   

  	
  Hanford

  
	
  FAX:

  	
   

  	
  (509) 372-9448

  	
   

  	
   

  	
   

  	
   

  



 


THIS SUBCONTRACT, entered into the first day of July 1994, by Bechtel Hanford, Inc., a corporation
organized and existing under the Laws of the State of Delaware (CONTRACTOR) and
TMA Hanford, a partnership duly organized and existing under the Laws of the
State of                                   
(SUBCONTRACTOR);


 


All work specified below, which is a portion of the work and services
to be performed by Bechtel Hanford, Inc. for the United States Department
of Energy under Contract Number DE-AC06-93RL12367, shall be performed by the
Subcontractor in accordance with all provision of this Subcontract, consisting
of the following:


 


SUBCONTRACT
AGREEMENT


 


PART I        Schedule


 


PART II    General
Provisions


 


PART III                                                List
of Documents, Exhibits, and Other Attachments


 


1.                                       WORK
TO BE PERFORMED: Bechtel desires Subcontractor to perform the work described in
Part I, attached hereto and made a part hereof and Subcontractor agrees to
do for the compensation and in accordance with the terms and conditions set
forth in Part I, Schedule; and Part II, General Provisions.  Such services shall be performed during the
period set forth in said Schedule.  For
satisfactory performance of the work described herein, Bechtel will pay to
Subcontractor the compensation provided for herein.


 


2.                                       COMPENSATION:  As full consideration for the satisfactory
performance by the SUBCONTRACTOR of this Agreement, Contractor shall pay to the
SUBCONTRACTOR compensation in accordance with the provisions set forth in Part I,
Section B and in accordance with the payment provisions of this
SUBCONTRACT.


 





















 


	
  CONTRACTOR:

  	
  SUBCONTRACTOR:

  
	
  BECHTEL
  HANFORD, INC.

  	
  TMA HANFORD

  
	
   

  	
   

  
	
  BY:

  	
  D.D. von der
  Linden

  	
   

  	
  BY:

  	
   

  	
   

  
	
   

  	
  (print or
  type)

  
	
   

  	
   

  
	
  SIGNATURE:

  	
   

  	
   

  	
  SIGNATURE

  	
   

  
	
   

  	
   

  
	
  TITLE:

  	
  Manager,
  Procurement and Property

  	
   

  	
  TITLE:

  	
   

  	
   

  
										



 


2





















 


TABLE OF CONTENTS


 


	
  Section

  	
   

  	
  Description

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PART I – SCHEDULE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  Subcontract Agreement Form

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  B

  	
   

  	
  Supplies or Services and Prices/Costs

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  C

  	
   

  	
  Description/Specifications/Work Statement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  D

  	
   

  	
  (Reserved)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  E

  	
   

  	
  Inspection
  and Acceptance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  F

  	
   

  	
  Deliveries
  or Performance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  G

  	
   

  	
  Subcontract Administration Data

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H

  	
   

  	
  Special Subcontract Requirements

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PART II – GENERAL PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  Subcontract Clauses

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PART III – LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  J

  	
   

  	
  List of Attachments

  	
   

  



 


3





















 


SUBCONTRACT AGREEMENT

ERMC-CPFF-003


 


This Subcontract, entered into this eighth day of August, 1994, by
Bechtel Hanford, Inc., a corporation organized and existing under the Laws
of the State of Delaware (herein sometimes called “Bechtel” or “BHI”) and
Thermo Analytical, Inc., a Corporation duly organized and existing under
the Laws of the State of New Mexico (herein sometimes called “Subcontractor”).


 


All work specified below, which is a portion of the work and services
to be performed by Bechtel for the United States of America Department of
Energy (DOE), under Contract Number DE-AC06-93RL12367, shall be performed by
the Subcontractor in accordance with all provisions of this Subcontract,
consisting of the following:


 


Part I                                            Schedule


 


Part II                                        General
Provisions


 


Part III                                    List
of Documents, Exhibits, and Other Attachments


 


Bechtel desires Subcontractor to perform the work described in Part I,
attached hereto and made a part hereof and Subcontractor agrees so to do for
the-compensation and in accordance with the terms and conditions set forth in Part I,
Schedule; and Part II, General Provisions. 
Such services shall be performed during the period set forth in said Schedule.  For satisfactory performance of the work
described herein, Bechtel will pay to Subcontractor the compensation provided
for herein.


 


Subcontractor
understands and agrees that this Subcontract is issued subject to DOE’s
approval of this Subcontract.


 


	
  CONTRACTOR:

  	
  SUBCONTRACTOR:

  
	
   

  	
   

  
	
  Bechtel
  Hanford, Inc.

  	
  Thermo
  Analytical, Inc.

  
	
  450 Hills
  Street

  	
  5635
  Jefferson Street, NE

  
	
  Richland, WA
  99352

  	
  Albuquerque,
  NM 87109

  
	
   

  	
   

  
	
  BY:

  	
  D.D. von der
  Linden

  	
   

  	
  BY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TITLE:

  	
  Manager,
  Procurement and Property

  	
   

  	
  TITLE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
										



 


4





















 


PART I - SECTION B


 


SUPPLIES OR SERVICES AND PRICES/COSTS


 


CONTENTS


 


	
  Para.

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  B-1

  	
   

  	
  SERVICES
  BEING ACQUIRED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  B-2

  	
   

  	
  ESTIMATED COSTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  B-3

  	
   

  	
  OBLIGATION
  OF FUNDS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  B-4

  	
   

  	
  OPTION TO EXTEND THE TERM OF THE SUBCONTRACT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  B-5

  	
   

  	
  FEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  B-6

  	
   

  	
  PAYMENT
  OF FIXED FEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  B-7

  	
   

  	
  LEVEL
  OF EFFORT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  B-8

  	
   

  	
  ORDERING
  PROCEDURE

  	
   

  



 


5





















 


PART I - SECTION B


 


SUPPLIES OR SERVICES AND PRICES/COSTS


 


B-1                              SERVICES
BEING ACQUIRED


 


The Subcontractor when directed by Bechtel shall be responsible for
assisting Bechtel in its performance of the Environmental Restoration
Contractor at the Hanford Site. The primary services to be provided by the
Subcontractor are those related to health and safety including: preparation of
plans, development and implementation of training programs, providing health
and safety professionals to monitor field work and participate in Area team
planning, and maintain and calibrate required health and safety equipment. The
Subcontractor shall furnish all necessary personnel, materials, supplies,
services (unless otherwise directed by Bechtel), reports in accordance with the
Reporting Requirements Checklist located in Section F, or as directed by
Bechtel, and otherwise do all things necessary for, or incidental to, the
performance of the items of work specified in Section C.


 


B-2                              ESTIMATED
COST (exclusive of fixed fee)


 


	
  a.

  	
   

  	
  Estimated
  cost for the Conversion period (July 01, 1994 - September 30,
  1994):

  	
   

  	
  $

  	
  1,875,952.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  b.

  	
   

  	
  Estimated
  cost for the subcontract Base Period (October 01, 1994 - June 30,
  1999):

  	
   

  	
  (TBD

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c.

  	
   

  	
  Estimated
  cost for the three-year Option Period (July 1, 1999 - June 30,
  2002)

  	
   

  	
  (TBD

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  d.

  	
   

  	
  Cumulative
  (Conversion Period, Base Period, and Option Period estimate cost:

  	
   

  	
  (TBD

  	
  )

  



 


B-3                              OBLIGATION
OF FUNDS


 


a.                                       Pursuant
to the clause FAR 52.232-22 (see Section I) entitled “Limitation of Funds,”
total funds in the amount of $800,000.00 are obligated herewith and made
available for payment of allowable costs and fee to be incurred from the
effective date of this subcontract through the period estimated to end September 30,
1994.


 


b.                                      Financial
plans; cost and commitment limitations. 
In addition to the limitations provided for elsewhere in this
subcontract, Bechtel may, through financial plans or other directives issued to
the Subcontractor, establish controls on the costs to be incurred and
commitments to be made in the performance of the subcontract work.  Such plans and instruction may be amended or
supplemented from time to time by Bechtel. 
The Subcontractor hereby agrees to comply with the specific limitations
(ceilings) on costs and commitments set forth in such plans and directives to
use its best efforts to comply


 


6





















 


with other requirements of such plans and
directives, and to promptly notify Bechtel in writing, whenever it has reason
to believe the authorized financial levels of costs and commitments will be
exceeded or substantially underrun.


 


B-4                              OPTION
TO EXTEND THE TERM OF THE SUBCONTRACT


 


This subcontract shall be renewable, at the unilateral option of
Bechtel, in accordance with FAR 52.217-9 as set forth in Section I.  All terms and conditions stated herein shall
remain in effect during the renewed Subcontract period.  Further, the Subcontractor agrees that the
performance under said extension shall be accomplished within the estimated
cost as set forth in B-2c above.


 


B-5                              FEE


 


It is Bechtel’s intention to manage this
subcontract under a cost-plus-fixed-fee arrangement (CPFF).


 


	
  a.

  	
   

  	
  The fixed
  fee for the Conversion period is

  	
   

  	
  $

  	
  122,335

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  b.

  	
   

  	
  The fixed
  fee for the Base Period is

  	
   

  	
  (TBD

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c.

  	
   

  	
  The fixed
  fee for the Option Period is

  	
   

  	
  (TBD

  	
  )

  



 


The fixed fees constitutes the total fee available for payment subject
to the provisions of clause DEAR 952.216-7 (see section I).


 


B-6                              PAYMENT
OF FIXED FEE


 


The fixed fee is available for
payment beginning July 01, 1994 through subcontract completion.  Such fee shall be paid as it accrues in
monthly installments.


 


B-7                              LEVEL
OF EFFORT


 


a.                                       In
the performance of Task Orders issued pursuant to the ordering procedure of the
subcontract, the Subcontractor shall provide that estimated total of DPLH which
is specified below during the period of the subcontract.  DPLH are defined as actual work hours
exclusive of vacation, holiday, sick leave, and other absences.


 


	
  Period

  	
   

  	
  Estimated

  DPLH Level

  of Effort

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Conversion
  Period (July 01, 1994 – September 30, 1994)

  	
   

  	
  43,632

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Base Period
  (October 01, 1994, 1993 – June 30, 1999)

  	
   

  	
  (TBD

  	
  )

  
	
   

  	
   

  	
   

  	
   

  
	
  3-year
  Option Period (July 1, 1999 – June 30, 2002)

  	
   

  	
  (TBD

  	
  )

  



 


7





















 


b.                                      In
any event, during the period of the subcontract, the Subcontractor is obligated
to provide not less than 95 percent, nor more than 105 percent of the above
specified total DPLH.


 


c.                                       The
fixed fee, if any, of this subcontract is based upon the furnishing of the above
specified level of effort.  In the event
that during the period of the subcontract Bechtel shall issue Task Orders and
Subtask Orders requiring a total effort of no less than 95 percent or nor more
than 105 percent of the above specified level of effort, the fixed fee of this
subcontract shall not be adjusted under this clause.


 


1.                                       In
the event that the Subcontractor shall be required to provide less than 95
percent of the above specified level of effort, the fixed fee of the
subcontract shall be negotiated to reflect the difference between 95 percent of
the state DPLH and the DPLH actually provided.


 


2.                                       The
Subcontractor is not authorized to exceed 105 percent of the above specified
level of effort unless a subcontract modification is issued by Bechtel.


 


B-8                              ORDERING
PROCEDURE


 


Performance
under this subcontract shall be subject to the following ordering procedure:


 


a.                                       The
Subcontractor shall incur costs under this subcontract only in the performance
of Task Orders and revisions to Task Orders issued in accordance with this
ordering procedure.  No other costs are
authorized without the express written consent of Bechtel.


 


b.                                      From
time to time during the period of performance of this subcontract, Task Orders
will be issued in writing from Bechtel to the Subcontractor designating (1) the
task to be performed; (2) the schedule of performance; (3) estimated
DPLH for the task; and (4) estimated total cost for the task.  Such Task Orders will specify deliverables
and required delivery dates.


 


c.                                       Task
Orders will be issued on forms specified and provided by Bechtel.  Task Orders will be numbered.  A revision to a Task Order will be identified
by a numeric designation following the existing Task Order number indicating
the revision sequence.


 


d.                                      After
a Task Order is issued, if any revision becomes necessary to the estimated cost
(more than + or – 10 percent variance), or the level of effort (more than + or
- 10 percent variance), the Subcontractor shall promptly submit to Bechtel a
written notice with explanatory notes.


 


8





















 


PART I – SECTION C


 


DESCRIPTION/SPECIFICATIONS/WORK STATEMENT


 


CONTENTS


 


	
  Para.

  	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C-1

  	
   

  	
  DESCRIPTION
  OF WORK

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATTACHMENT 1

  	
   

  	
   

  
	
  DELIVERABLE DATA AND REPORTING

  	
   

  	
   

  



 


9





















 


PART 1 – SECTION C


 


DESCRIPTION/SPECIFICATIONS/WORK
STATEMENT


 


C-1                              DESCRIPTION
OF WORK


 


The Subcontractor shall plan and supervise the execution of work to
accomplish the following safety and health support tasks for the Environmental
Restoration Contractor (ERC) related to environmental restoration of Hanford
Sites as may be assigned to Bechtel Hanford, Inc.


 


a.                                       Assist
in the preparation of safety and health and related plans and procedures as
directed by Bechtel.


 


b.                                      Provide
qualified health physics and industrial hygiene technicians.


 


c.                                       As
required by Bechtel, provide a safety and health technician cross-training
program to ensure individual qualification in all safety and health disciplines
(i.e., health physics, industrial hygiene, and construction safety).  DOE Order 5480.11 contains specific
requirements for the health physicist technicians (HPT, also referred to as
radiation protection technicians) training program.  The applicable portion of the Order is
included in Section J, Attachment 3. 
Also included in this Attachment is the HPT Training Program and Health
Physics Administrative Guide prepared by WHC and currently in use.  The Subcontractor is responsible for
implementation of a comparable training program to comply with the requirements
of the Order.


 


d.                                      Provide
qualified safety and health professionals to participate in BHI Hanford Area
Teams.  Subcontractor’s management staff
shall participate in planning efforts, and ensure allocation of safety and
health resources required for planned team activities.


 


e.                                       Provide
pre-mobilization radiological, hazardous chemical and safety surveys of ERC
field sites, and establish base conditions for inclusion on the appropriate
work permits.  This shall include survey
documentation in accordance with applicable plans and procedures, as well as
preparation and/or coordination of the issuance of applicable work permits.


 


f.                                         Provide
health physics, industrial hygiene and safety monitoring and surveillance of
ERC field activities as required by Bechtel. 
This shall include but not necessarily be limited to monitoring and
sampling activities necessary to document personnel exposures, surveillance of
the conduct of operations (e.g., proper use of personal and environmental
protective equipment and procedures) so as to ensure that personnel and
environmental exposures are maintained as low as reasonably achievable, and
documentation of these activities in a legally defensible manner.


 


g.                                      Provide
radiological, hazardous chemical and safety surveys of designated surplus facilities
and areas prior to entry by BHI Team personnel, and establish base conditions
for inclusion on the appropriate work permits. 
This shall include survey documentation


 


10





















 


in accordance with applicable plans and procedures, as well as
preparation and/or coordination of the issuance of applicable work permits.


 


h.                                      As
necessary, provide health physics, industrial hygiene and safety monitoring and
surveillance of personnel entries into designated surplus facilities and
areas.  This shall include but not
necessarily be limited to monitoring and sampling activities necessary to
document personnel exposures, surveillance of the conduct of operations (e.g.,
proper use of personal and environmental protective equipment and procedures)
so as to ensure that personnel and environmental exposures are maintained as
low as reasonably achievable, and documentation of these activities in a
legally defensible manner.


 


i.                                          Provide
safety and health and related training as may be required by Bechtel.  This may include, and not necessarily be
limited to, developing training plans and procedures, developing
session-specific instructor’s guides, development of proficiency testing
methods and applications, conducting the training, maintenance of training
records, and coordination of training services provided by others.


 


j.                                          Maintain
and calibrate all government furnished field radiological and hazardous
chemical monitoring and/or measurement equipment required to support ERMC field
activities.  Coordinate issuance and
control of such government furnished field radiological and hazardous chemical
monitoring and/or measurement equipment as may be used by Subcontractor but
managed by others.


 


k.                                       Submit
monthly written reports to Bechtel recording all significant safety and health
activities, including problems encountered and actions taken.  The basis for this report shall be daily
records of activities maintained for each ERMC field activity.  At Bechtel’s discretion, these records may
take the form of legally defensible log book entries, or such records as
required by applicable plans and procedures. 
Such records shall be provided for government retention at the direction
of Bechtel.


 


l.                                          At
Bechtel’s discretion, coordinate required personnel monitoring with the
appropriate Hanford Site service organization. 
Personnel monitoring may include, but not necessarily be limited to,
medical examinations, bioassays, whole body counting, and radiation dosimetry.


 


m.                                    At
Bechtel’s discretion, design, construct, qualify and operate mobile and/or
close support laboratories for the purpose of sample screening and
analysis.  Sample screening may be
accomplished for the purposes of laboratory and transportation hazard
classification.  Sample analyses may be
required to provide qualitative and quantitative assessments of contaminant
presence and concentration, and to evaluate safety and health samples (e.g.,
smears, air samples, etc.).


 


n.                                      Provide
a Quality Assurance Manual for all ERMC related Subcontractor operations and
implement approved quality assurance requirements, including procedure audits
of field operations in support of the ERMC.


 


11





















 


o.                                      Subcontractor
shall maintain staff necessary for the proper execution of project planning,
detail of field work and quality control of Subcontractor operations.  Subcontractor staffing shall only occur with
Bechtel’s prior written approval.


 


12





















 


PART I - SECTION C

ATTACHMENT 1

DELIVERABLE DATA AND REPORTING


 


	
  ITEM

  NO.

  	
   

  	
  TITLE

  	
   

  	
  FREQUENCY

  	
   

  	
  AS OF DATE

  	
   

  	
  WHEN TO

  SUBMIT

  
	
  1

  	
   

  	
  FISCAL YEAR
  SPEND PLAN (BY TASK)

  	
   

  	
  YEARLY OR
  WITH

  PROJECT CHANGE

  	
   

  	
  AWARD DATE

  	
   

  	
  30 DAYS

  AFTER AWARD

  
	
  2

  	
   

  	
  COST
  MANAGEMENT/SCHEDULE

  CONTROL (BY TASK)

  	
   

  	
  MONTHLY

  	
   

  	
  END OF

  PRIOR MONTH

  	
   

  	
  2ND CALENDAR

  DAY OF MONTH

  
	
  3

  	
   

  	
  SPEND
  SCHEDULE PLAN

  	
   

  	
  YEARLY OR
  WITH

  PROJECT CHANGE

  	
   

  	
  AWARD DATE

  	
   

  	
  30 DAYS

  AFTER AWARD

  
	
  4

  	
   

  	
  STAFFING
  PLAN

  	
   

  	
  YEARLY OR
  WITH

  PROJECT CHANGE

  	
   

  	
  AWARD DATE

  	
   

  	
  30 DAYS

  AFTER AWARD

  
	
  5

  	
   

  	
  QUALITY
  ASSURANCE MANUAL

  	
   

  	
  ONE TIME

  	
   

  	
  AWARD DATE

  	
   

  	
  30 DAYS

  AFTER AWARD

  
	
  6

  	
   

  	
  TOPICAL
  REPORTS

  	
   

  	
  AS REQUIRED

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  FIELD WORK
  PROGRESS REPORT

  	
   

  	
  MONTHLY

  	
   

  	
  END OF

  PRIOR MONTH

  	
   

  	
  TBD

  
	
  8

  	
   

  	
  GOVERNMENT
  FURNISHED EQUIPMENT INVENTORY

  	
   

  	
  MONTHLY
  UPDATE

  	
   

  	
  AWARD DATE

  	
   

  	
  EACH FY

  QUARTER

  
	
  9

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


13





















 


PART I – SECTION D


 


PACKAGING AND MARKING


 


RESERVED


 


14





















 


PART I – SECTION E


 


INSPECTION AND ACCEPTANCE


 


CONTENTS


 


	
  Para.

  	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E-1

  	
   

  	
  INSPECTION AND ACCEPTANCE

  	
   

  	
   

  



 


15





















 


PART I - SECTION E


 


INSPECTION AND ACCEPTANCE


 


E-1                               INSPECTION
AND ACCEPTANCE


 


Inspection and acceptance will be made by Bechtel and/or the Government
for all work performed under this subcontract.


 


16





















 


PART I - SECTION F


 


DELIVERIES OR PERFORMANCE


 


CONTENTS


 


	
  Para.

  	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  F-1

  	
   

  	
  PERIOD
  OF PERFORMANCE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  F-2

  	
   

  	
  PRINCIPAL PLACE OF PERFORMANCE AND DELIVERY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  F-3

  	
   

  	
  UNIFORM REPORTING
  SYSTEM

  	
   

  	
   

  



 


17





















 


PART I - SECTION F


 


DELIVERIES OR PERFORMANCE


 


F-1                               PERIOD
OF PERFORMANCE


 


The period of performance for the basic subcontract shall commence on July 01,
1994 and continue for five years.  To the
extent the Government exercises the option to extend the term of Bechtel’s
prime contract, Bechtel shall exercise its option in accordance with Clause B-4,
and extend the term of the Subcontractor’s subcontract accordingly, subject to
the Government’s consent.  All terms and
conditions will remain in effect throughout the option periods as exercised.


 


F-2                               PRINCIPAL
PLACE OF PERFORMANCE AND DELIVERY


 


The principal place of performance of this subcontract shall be at the
Hanford Site, Richland, Washington.  All
deliverable items shall be delivered to Bechtel unless otherwise specified.


 


F-3                               UNIFORM REPORTING
SYSTEM


 


Subcontractor shall, as required by scope, prepare or assist in the
preparation and submittal of the plans and reports indicated on the Reporting
Requirements Checklist (Attachment 11, or amendments to this checklist, which
Bechtel determines are necessary.  The
Subcontractor shall prepare or assist in the preparation and submittals of the
specified plans and reports in accordance with the formats and structure set
forth in DOE 1332.1A.  The level of
detail the Subcontractor must provide in any required plans and reports shall
be commensurate with the scope and complexity of the task and the reporting
categories specified in the checklist. 
The Subcontractor shall be responsible for levying appropriate reporting
requirements on any lower-tier subcontractors in such a manner to ensure that
data submitted by the lower-tier subcontractor to the Subcontractor is
compatible with the data elements that the Subcontractor is responsible for
submitting to Bechtel.  Plans and reports
submitted in compliance with this clause are in addition to any other reporting
requirements of this subcontract.


 


18





















 


INSERT REPORTING REQUIREMENTS CHECKLIST FORM


 


U.S. Department of Energy


 


	
  DOE F1332.1

  	
  REPORTING
  REQUIREMENTS CHECKLIST

  	
  Form Approved

  OMB No. 1900-1401

  
	
  1. 
  Program/Project Title

  

  Environmental Restoration Management Contract



  	
  2. 
  Identification Number

  

  DE-RP06-92RL12367



  
	
  3. Participant Name and Address

  



  
	
  4. Planning and Reporting Requirements

  	
   

  
	
   

  	
  Frequency

  	
   

  	
  Frequency

  
	
  A. 
  General Management

  	
   

  	
  E. 
  Financial Incentives

  	
   

  
	
  ý   Management Plan

   ̈   Status Report

   ̈   Summary Report

  ý   SMS
  Status Report

  

  B.  Schedule/Labor/Cost

  

  ý  Milestone Generoute Plan

  ý  Labor Plan – Staffing Profile

   ̈ 
  Facilities Capital Cost of Money Factors Computation

   ̈ 
  Contract Facilities capital and Cost of Money

  ý  Cost
  Plan

  ý  Milestone Schedule Status

  ý  Labor Management Report

  ý  Cost Management Report

  

  C.  Exception Reports

  

   ̈  Conference Record

   ̈  Hot Line Report

  

  D.  Performance Measurement

  

  ý  Management Control System Description

  ý  W65 Dictionary



  ý  Index

  ý  Element Definition



  ý  Cost
  Performance Reports



  ý  Format 1 – WBS

   ̈  Format 2 – Function

  ý  Format 3 – Baseline



  	
  X, Y

  

  

  M

  

  

  

  Y

  M, X

  

  

  

  

  M, A

  M

  M

  M

  

  

  

  

  

  

  

  

  Y

  Y

  

  Y

  Y

  

  M

  

  M

  M

  M

  	
   ̈ 
  Statement of Income and Expense

  

   ̈  Balance Sheet

   ̈  Cash Flow Statement

   ̈  Statement of Changes in Financial Position

  

   ̈  Loan Drawdown Report

  ý 
  Operating Budget – Change and Trend Log

   ̈  Supplementary Information –
  Contingency/Mgmt Reserve Status

  

  F.  Technical



   ̈  Notice of Energy RD&D Project

  (Required with any of the following)

  

   ̈  Technical Progress Report



   ̈ 
  Drafts for Review

   ̈  Final for Approval



   ̈ 
  Topical Report

   ̈  Final Technical Report



   ̈ 
  Drafts for Review

   ̈  Final for Approval



   ̈  Software

   ̈  Other (Specify)                                

  	
  

  

  

  

  

  

  

  M

  

  M

  
	
  5. 
  Frequency Codes

  	
   

  	
   

  
	
  A - 
  As Required

  C – Change to Contractual Agreement

  F – Final (end of effort)

  	
  M – Monthly

  O – Once After Award

  Q – Quarterly

  	
  S – Semi-Annually

  X – With Proposal/Bid/Application or with Significant Changes

  Y – Yearly or Upon Removal of Contractual Agreement

  
	
  6. 
  Special Instructions

   

   ̈ 
  Report Distribution List/Addresses

   ̈ 
  Reporting Elements

  ý  Due
  Dates

  	
   

   

   ̈ 
  Analysis Thresholds

   ̈  Work
  Breakdown Structure

  ý  Other
  (See Attached List)

  
	
   

  	
   

  
	
  7. 
  Prepared By (Signature and Date)

  	
  8. 
  Reviewed by (Signature and Date)

   

   

  
								



 


19





















 


REPORTING REQUIREMENTS CHECKLIST


 


PURPOSE


 


The checklist
certifies and communicates additional recurring requirements which are not
otherwise set forth in DOE contractual agreement, it will be included as part
of the contractual agreements.  The
checklist will be completed for each contract or financial incentives
agreement, if necessary, special instructions may be appended to modify the
checklist to adapt it to specific situations.


 


INSTRUCTIONS


 


	
  Item 1.

  	
   

  	
  Enter the
  title of the project as indicated in the procurement request, contract,
  interagency agreement, initiating memorandum, or official award, as
  appropriate.

  	
   

  	
   

  	
   

  	
  Note:                   Frequency
  codes represent specific reporting frequencies for each selected report.  The frequencies are recommended in the
  solicitation and negotiated prior to award. 
  The number of codes required and the addresses are similarly finalized
  prior to award.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Item 2.

  	
   

  	
  Enter the
  identification number of the procurement request, contract award or financial
  incentives agreement, as appropriate.

  	
   

  	
  Item 5.

  	
   

  	
  This item
  lists the possible frequency codes to be applied in the selection of reporting
  requirements.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Item 3.

  	
   

  	
  Enter the
  name and address of the participant.

  	
   

  	
  Item 6.

  	
   

  	
  Attach
  special instructions as necessary. 
  Check the appropriate box(es).

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Item 4.

  	
   

  	
  Check spaces
  to indicate plans and reports selected, indicate the frequency of delivery
  using one of the frequency codes from Item 5. 
  The addresses to whom reports will be sent and the total number of
  codes required will be referenced in an attached coded distribution list.

  	
   

  	
  Item 7.

  	
   

  	
  Signature of
  person preparing checklist and the date prepared.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Item 8.

  	
   

  	
  Signature of
  person reviewing the checklist and date reviewed.

  



 


20





















 


OTHER REQUIRED
REPORTS


 


The following are the reports which may be required of the Subcontractor.  Bechtel will direct in writing those specific
reports to be submitted which are consistent with Subcontractor’s description
of work as defined in Section C. 
This list is not complete and is subject to change at the discretion of
Bechtel.  The distribution list will be
determined by Bechtel.  Also, the
subcontract and format requirements will be determined by Bechtel.


 


	
  Report Name

  	
   

  	
  Frequency

  
	
   

  	
   

  	
   

  
	
  Site Management System (SMS)

  Program/Project Status Report

  TPA Milestone Status Report

  Project Managers Progress Report

  Cost Performance Report-DOE Order 1332.1A

  (Formats 1 & 3)

  	
   

  	
  

  Monthly

  Monthly

  Monthly

  Monthly

  
	
   

  	
   

  	
   

  
	
  ERWM
  Progress Tracking System (PTS) Report

  Annual SARA 120 Report Input

  Monthly Herbicide Report

  Well Start Cards

  Well Completion Reports

  Remediation Start Cards

  	
   

  	
  Monthly

  Yearly

  Monthly

  As required

  As required

  As required

  
	
   

  	
   

  	
   

  
	
  Annual Land Disposal Restrictions (LDR)

  Status Report (M-26/01/M-26-02)

  	
   

  	
  Annually

  
	
   

  	
   

  	
   

  
	
  Annual LDR Alternative Report (M-25-00)

  	
   

  	
  Annually

  
	
   

  	
   

  	
   

  
	
  Annual Polychlorinated Biphenyl
  (PCB) Document Log (40 CFR 761.180)

  PCB Annual
  Report (40 CFR 761.180)

  Biannual RCRA 3016 Report

  Emergency
  Planning and Community Right-to-Know Act (EPCRA) 311 - Material Safety

  Data Sheet

  E-PC—RA
  312 - Tier Two Emergency and Hazardous

  Chemical Inventory Report

  EPCRA 313 - Toxic Chemical Release
  Inventory Forms

  	
   

  	
  Annually

  Annually

  Biannually

  As required

  

  Annually

  

  Annually

  
	
   

  	
   

  	
   

  
	
  Financial Statements - not yet defined

  CFO Report

  	
   

  	
  Yearly

  Biweekly

  
	
   

  	
   

  	
   

  
	
  Electronic Invoice (See Section H-19)

  	
   

  	
  Monthly

  



 


21





















 


	
  Report of Employment and Labor Turnover

  Report of Contractor Expenditures for Group Insurance and Other
  Health Benefits Programs (If appropriate)

  	
   

  	
  Annually

  Annually

  
	
   

  	
   

  	
   

  
	
  Public Voucher (SF 1034)

  	
   

  	
  Monthly

  
	
   

  	
   

  	
   

  
	
  5500 Report (IRS)

  	
   

  	
  Annually

  
	
   

  	
   

  	
   

  
	
  Five Year Plan

  Fiscal Year Work Plans

  Multi-Year Program Plans

  Disclosure Statement

  Report of Contractor Hours and Earnings

  Report of Compensation

  Use of Private Aircraft

  Report of Contractors Expenditures for Supplementary Compensation

  	
   

  	
  Annually

  Annually

  Annually

  Semi-Annually

  Semi-Annually

  Annually

  Annually



  
	
   

  	
   

  	
   

  
	
  Spills and Releases of Hazardous Substances
  

  (DOE 5484.1, RCRA, CERCLA, CAA, CWA,

  WAC 173-303, TCA, APCA 80-7, WAC 173-360

  	
   

  	
  Immediately for releases in
  excess of CERCLA reportable quantities

  
	
   

  	
   

  	
   

  
	
  Planned,
  Continuous and Stable Releases in Excess of Standards (CERCLA)

  	
   

  	
  Annually

  
	
  Data on
  Waste Activities (description, quantity and method) (WAC 173-303)

  	
   

  	
  Annually

  
	
  Hazardous
  Constituent Level Change in Groundwater (WAC 173-303)

  	
   

  	
  7 Days after Determination

  
	
  Written
  notification on operation of any portable source of regulated air emissions (WAC
  246-247) 

  	
   

  	
  90 Days prior to startup

  
	
  Written notification on shutdown or
  permanent elimination of a source of radioactive air

  emission (WAC 246-247)

  	
   

  	
  30 Days prior to shutdown or
  closure

  
	
  Permit reporting/notification requirements (Part A, Part B,
  PSD.NPDES)

  	
   

  	
  Specified in Permit

  
	
  Underground
  injection well data on Waste Constituents and Volumes (SDWA WAC 173-218)

  	
   

  	
  TBD

  
	
  Radioactive
  effluent and onsite discharge data, EG&G, Idaho (DOE   484.1)

  	
   

  	
  Annually

  
	
  Data on PCBs and PCB-containing items of equipment such as removal
  dates, quantities and types of equipment, shall be submitted to RL (40 CFR
  761) 

  	
   

  	
  Annually

  
	
  Generator
  Annual Dangerous Work Report (WAC 173-303)

  	
   

  	
  Annually

  



 


22





















 


	
  TSD-Fality Annual Dangerous Waste Report (WAC
  173-303)

  	
   

  	
  Annually

  
	
  Information
  on the waste minimization efforts to reduce the volume and toxicity of
  generated waste (RCRA and DOE Order 5400.1)

  	
   

  	
  Annually

  
	
  Annual Effluent and Solid Waste Report (DOE
  Order 5484.1 and DOE Order 5400.1)

  	
   

  	
  Annually

  
	
  Annual Environmental Monitoring Report (DOE
  Order 5400.1)

  	
   

  	
  Annually

  
	
  Annual Air Emissions Report (40 CFR 61, Subpart
  H)

  	
   

  	
  Annually

  
	
   

  	
   

  	
   

  
	
  Physical
  Inventory Report:

  Capital Equipment 

  	
   

  	
  BiAnnually

  
	
  Sensitive Property

  	
   

  	
  Annually

  
	
  Stores’ Inventories

  	
   

  	
  Annually

  
	
   

  	
   

  	
   

  
	
  Loss, Damage and Destruction of Government
  Property

  	
   

  	
  Upon occurrence

  
	
   

  	
   

  	
   

  
	
  Property Management Walkthrough Inspection
  Reports (1)

  	
   

  	
  30 days after inspection

  
	
   

  	
   

  	
   

  
	
  Helium Report (if appropriate)

  	
   

  	
  Annually

  
	
   

  	
   

  	
   

  
	
  Lead Usage Report (if appropriate)

  	
   

  	
  Annually

  



 










(1) Walkthroughs
are required in all operating/storage facilities.


 


23





















 


PART I - SECTION G


 


SUBCONTRACT ADMINISTRATION DATA


 


CONTENTS


 


	
  Para.

  	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  G-1

  	
   

  	
  REPRESENTATIONS AND CERTIFICATIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  G-2

  	
   

  	
  MODIFICATION
  AUTHORITY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  G-3

  	
   

  	
  SUBCONTRACT TECHNICAL REPRESENTATIVE (STR) TECHNICAL DIRECTION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  G-4

  	
   

  	
  PAYMENT
  TERMS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  G-5

  	
   

  	
  REMITTANCE
  ADDRESS

  	
   

  	
   

  



 


24





















 


PART I - SECTION G


 


SUBCONTRACT ADMINISTRATION DATA


 


G-1                              REPRESENTATIONS
AND CERTIFICATIONS


 


The Representations and Certifications dated June 24, 1994, and
the Offeror Qualification Criteria certifications dated May 28, 1992, for
RFP DE-RP06-92RL12367 are hereby incorporated into this subcontract.


 


G-2                              MODIFICATION
AUTHORITY


 


Notwithstanding any of the other provisions of this Subcontract, Bechtel’s
designated Subcontracting Officer shall be the only individual on behalf of
Bechtel authorized to:


 


a.                                       Accept
nonconforming work;


 


b.                                      Waive
any requirement of this subcontract; or


 


c.                                       Modify
any term or condition of this subcontract.


 


Bechtel’s designated Subcontracting Officer shall be: Darell D. von der
Linden, Program Procurement and Property Manager, (509) 375-4670.


 


G-3                              SUBCONTRACT
TECHNICAL REPRESENTATIVE (STR) TECHNICAL DIRECTION


 


a.                                       Performance
of the work under this subcontract shall be subject to the technical direction
of the Subcontract Technical Representative (STR).  The STR will be designated in writing by the
Subcontracting Officer.  The designation
letters will include the STR’s authority, responsibility, and limitations.


 


The term “technical direction” is defined to include, without
limitation:


 


1.                                       Directions
which redirect the subcontract effort, shift work emphasis between work areas
or tasks, require pursuit of certain lines of inquiry, fill in details or
otherwise serve to accomplish the contractual Statement of Work.


 


2.                                       Provision
of written information which assists in the interpretation of drawings,
specifications or technical portions of the work description.


 


3.                                       Review
and, where required by Bechtel’s Prime Contract, approval of technical reports,
drawings, specifications and technical information to be delivered by the
Subcontractor to Bechtel under the subcontract.


 


b.                                      Technical
direction must be within the Statement of Work stated in the subcontract.  The STR does not have the authority to issue
any technical direction which:


 


25





















 


1.                                       Constitutes
an assignment of additional work outside the Statement of Work;


 


2.                                       Constitutes
a change as defined in the subcontract clause entitled “Changes”;


 


3.                                       In
any manner causes an increase or decrease in the total estimated subcontract
cost, base fee and award fee, or the time required for subcontract performance;


 


4.                                       Changes
any of the express terms, conditions or specifications of the subcontract; or


 


5.                                       Interferes
with the Subcontractor’s right to perform in accordance with the subcontract.


 


c.                                       All
technical directions shall be issued in writing.


 


d.                                      The
Subcontractor shall proceed promptly with the performance of technical
directions duly issued by the STR in the manner prescribed by this Article and
within his authority under the provision of this Article.


 


If, in the
opinion of the Subcontractor, any instruction or direction falls within one of
the categories defined in paragraphs b.1. through b.5. above, the Subcontractor
shall not proceed but shall notify the Subcontracting Officer in writing within
fifteen (15) working days after receipt of any such instruction or direction
and shall request a modification to the subcontract accordingly.  Upon receiving the notification from the
Subcontractor, the Subcontracting Officer shall:


 


1.                                       Advise
the Subcontractor in writing within forty-five (45) calendar days after receipt
of the Subcontractor’s letter that the technical direction is within the scope
of the subcontract effort and does not constitute a change under the “Changes”
clause of the subcontract;


 


2.                                       Inform
the Subcontractor in writing within forty-five (45) calendar days after receipt
of the Subcontractor’s letter not to perform under the direction and cancel the
direction; or


 


3.                                       Advise
the Subcontractor within a reasonable time that a written change order will be
issued.


 


e.                                       A
failure of the Subcontractor and the Subcontracting Officer to agree that the
technical direction is within the statement of the subcontract, or a failure to
agree upon the subcontract action to be taken with respect hereto shall be
subject to the provisions of Clause H-25, entitled “Disputes” of this
subcontract.


 


G-4                              PAYMENT
TERMS


 


In consideration of satisfactory performance hereunder, payments to the
Subcontractor under this subcontract will be made by Bechtel by electronic
funds transfer within Net 30


 


26





















 


calendar days after the date of proper and correct invoice in
accordance with Clause H-19.


 


G-5                              REMITTANCE
ADDRESS


 


Indicated below is the address to which payment is to be made:


 


 


 


27





















 


PART I - SECTION H


 


SPECIAL SUBCONTRACT REQUIREMENTS


 


CONTENTS


 


	
  Para.

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-1

  	
   

  	
  USE OF EXISTING WHC SUBCONTRACTORS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-2

  	
   

  	
  BECHTEL/GOVERNMENT-FURNISHED PROPERTY/SERVICES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-3

  	
   

  	
  PUBLIC RELEASE OF INFORMATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-4

  	
   

  	
  DEPARTMENT OF ENERGY ORDERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-5

  	
   

  	
  OWNERSHIP AND DISPOSITION OF RECORDS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-6

  	
   

  	
  IMPLEMENTATION OF THE HANFORD SITE STABILIZATION AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-7

  	
   

  	
  PAYMENT AND PERFORMANCE BONDS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-8

  	
   

  	
  ADVANCE
  AGREEMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-9

  	
   

  	
  REQUISITION OF SITE SERVICES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-10

  	
   

  	
  DETERMINATION OF APPROPRIATE LABOR STANDARDS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-11

  	
   

  	
  CRAFT SERVICE PERSONNEL

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-12

  	
   

  	
  ORGANIZATIONAL CONFLICT OF INTEREST – SUBCONTRACTORS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-13

  	
   

  	
  ADVANCE UNDERSTANDING ON PERSONNEL POLICIES AND PROCEDURES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-14

  	
   

  	
  PRE-EXISTING
  CONDITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-15

  	
   

  	
  SPECIAL PROVISION ON FINANCIAL ACCOUNTABILITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-16

  	
   

  	
  DELETED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-17

  	
   

  	
  DELETED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-18

  	
   

  	
  INTERNAL
  AUDIT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-19

  	
   

  	
  INVOICE
  AMOUNTS

  	
   

  



 


28





















 


	
  H-20

  	
   

  	
  KEY
  PERSONNEL

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-21

  	
   

  	
  DEPARTMENT OF LABOR WAGE DETERMINATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-22

  	
   

  	
  BUSINESS
  UNIT

  	
   

  



 


29





















 


PART I - SECTION H


 


SPECIAL SUBCONTRACT REQUIREMENTS


 


CONTENTS


 


	
  Para.

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-1

  	
   

  	
  USE OF EXISTING WHC SUBCONTRACTORS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-2

  	
   

  	
  BECHTEL/GOVERNMENT-FURNISHED PROPERTY/SERVICES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-3

  	
   

  	
  PUBLIC RELEASE OF INFORMATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-4

  	
   

  	
  DEPARTMENT OF ENERGY ORDERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-5

  	
   

  	
  OWNERSHIP AND DISPOSITION OF RECORDS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-6

  	
   

  	
  IMPLEMENTATION OF THE HANFORD SITE STABILIZATION AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-7

  	
   

  	
  PAYMENT AND PERFORMANCE BONDS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-8

  	
   

  	
  ADVANCE
  AGREEMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-9

  	
   

  	
  REQUISITION OF SITE SERVICES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-10

  	
   

  	
  DETERMINATION OF APPROPRIATE LABOR STANDARDS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-11

  	
   

  	
  HEALTH PHYSICIST TECHNICIANS (HPTs) AND CRAFT SERVICE PERSONNEL

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-12

  	
   

  	
  ORGANIZATIONAL CONFLICT OF INTEREST — SUBCONTRACTORS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-13

  	
   

  	
  ADVANCE UNDERSTANDING ON PERSONNEL POLICIES AND PROCEDURES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-14

  	
   

  	
  PREEXISTING
  CONDITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-15

  	
   

  	
  SPECIAL PROVISION ON FINANCIAL ACCOUNTABILITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-16

  	
   

  	
  DELETED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-17

  	
   

  	
  DELETED

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-18

  	
   

  	
  INTERNAL
  AUDIT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-19

  	
   

  	
  INVOICED
  AMOUNTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-20

  	
   

  	
  KEY
  PERSONNEL

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-21 

  	
   

  	
  DEPARTMENT OF LABOR WAGE DETERMINATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H 22

  	
   

  	
  BUSINESSUNIT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-23

  	
   

  	
  LIMITATION ON ASSIGNED SUBCONTRACTS TO BECHTEL

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-24

  	
   

  	
  USE OF ANALYTICAL LABORATORIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-25

  	
   

  	
  DISPUTES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-26

  	
   

  	
  STORES, WORK ORDERS, AND PURCHASE REQUISITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-27

  	
   

  	
  OTHER DELEGATION OF AUTHORITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-28 

  	
   

  	
  INDEPENDENT CONTRACTORS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-29

  	
   

  	
  SUBCONTRACTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-30

  	
   

  	
  EMPLOYEES OF THE SUBCONTRACTOR

  	
   

  



 


30





















 


	
  H-31

  	
   

  	
  DIVISION OF ADMINISTRATIVE FUNCTIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-32

  	
   

  	
  SUPPORT OF BECHTEL PURCHASING GOALS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-33 

  	
   

  	
  NON-LIABILITY WITH RESPECT TO COST ACCOUNTING STANDARDS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  H-34 

  	
   

  	
  VIOLATION OF LAWS

  	
   

  



 


31





















 


PART I - SECTION H


 


SPECIAL SUBCONTRACT REQUIREMENTS


 


H-1                             USE
OF EXISTING WHC SUBCONTRACTORS


 


The Operations and Engineering (O&E) contractor has obtained
contract assistance in performing certain activities which will be assigned to
Bechtel.  This assistance is provided
under contracts, MLW-SVV-037106 (Ebasco), MLW-SVV-073750 (SAIC), and MLW-SVV-073751
(IT).  To the extent the Management and
Operating Contractor indicates the services of the contractor in this activity
are available, Subcontractor, through Bechtel, may work order the services of
those contractors from the Management and Operating Contractor.  The engineering services provided by these
contractors are non-mandatory.  (See
paragraph H-9).


 


H-2                             BECHTEL/GOVERNMENT-FURNISHED
PROPERTY/SERVICES


 


a.                                       Site
services as indicated in the Hanford Site Services Handbook found on the
Hanford Local Area Network, are available for use by the Subcontractor through
the Contractor.  Those services that the
Contractor and Subcontractor agree to utilize under this subcontract, or those
services that the DOE directs the use of shall be considered Government
furnished.  Government-furnished
equipment will be identified.  These
Government-furnished property/services shall be utilized, costed, and
reimbursed under the terms of this subcontract, as directed by Bechtel.


 


b.                                      Bechtel
shall deliver to the Subcontractor, at the time and locations stated in this
Subcontract, Bechtel-furnished property or services described in the specific
task order or work assignment.  If that
property or services, suitable for its intended use, is not delivered to the
Subcontractor, Bechtel shall equitably adjust affected clauses of this
Subcontract in accordance with the Changes Article when;


 


(1)                                  The
Subcontractor submits a timely written request for an equitable adjustment; and
an equitable adjustment.


 


c.                                       Title
to Contractor-furnished property shall remain in the Government.  The Subcontractor shall use Bechtel-furnished
property only in connection with this Subcontract.   The Subcontractor shall assist Bechtel in
implementation of the Project Property Management Plan and shall furnish any
necessary documentation required by the plan.


 


d.                                      Upon
delivery of Bechtel-furnished property to the Subcontractor, the Subcontractor
assumes the risk and responsibility for its loss or damage, except


 


(1)                                  For
reasonable wear and tear;


 


32





















 


(2)                                  To
the extent property is consumed in performing this Subcontract; or


 


(3)                                  As
otherwise provided for by the clauses of this Subcontract.


 


e.                                       Upon
completing this Subcontract, the Subcontractor shall follow the instructions of
Bechtel regarding the disposition of all Bechtel-furnished property not
consumed in performing this Subcontract or previously delivered to
Bechtel.  The Subcontractor shall prepare
for shipment, deliver f.o.b. origin, or dispose of Bechtel-furnished property,
as may be directed or authorized by Bechtel. 
The net proceeds of any such disposal shall be credited to the
Subcontract price or shall be paid to Bechtel as directed by Bechtel.


 


H-3                             PUBLIC
RELEASE OF INFORMATION


 


It is policy of DOE that Contractors share in the responsibility for
timely and appropriate public reporting of unclassified DOE-related activities
in order to enhance the public understanding of environmental restoration
activities.


 


Subcontractor is expected to submit through Bechtel to the DOE
Contracting Officer for advance review and approval all such oral, written and
audio-visual information material proposed for public issuance.


 


H-4                             DEPARTMENT
OF ENERGY ORDERS


 


The Subcontractor shall comply with all applicable DOE Orders as
directed by Bechtel.


 


H-5                             OWNERSHIP
AND DISPOSITION OF RECORDS


 


a.                                       Government
Records.  Except as otherwise
directed by DOE or as otherwise specified in the subcontract or in its data
rights clause or as agreed upon by DOE, Bechtel and the Subcontractor, all data
or information generated under this subcontract paid for by the Government
shall be the property of the Government, and shall be delivered to the
Government or otherwise disposed of by the Subcontractor either as Bechtel may
from time-to-time be directed by DOE during the progress of the work, or in any
event as Bechtel shall be directed by DOE upon completion or termination of
this subcontract and final audit of all accounts hereunder.  The Government shall have the right to use
all or any part of said data or information which is the property of the
Government for any purpose whatsoever consistent with the requirements of the
Privacy Act of 1974.


 


b.                                      Disposition
of Government Records.  The
Subcontractor shall deliver to the Government or dispose of all
Government-owned records as Bechtel is directed by DOE.  Upon expiration or termination of this
subcontract, the Subcontractor may request the right to make copies of
Government owned financial or other business records.  The parties may agree on an alternative
method to assure continued access by the Subcontractor to such records.  Bechtel approval to copy such records is
subject to Government consent and shall not be unreasonably withheld.


 


33





















 


c.                                       Prohibition
Against Dissemination of Certain Unclassified Information or Technical Data.  Notwithstanding any other authority or
provision in this subcontract regarding protection or withholding of
information, the Subcontractor shall comply with Section 148 of the Atomic
Energy Act of 1954, 42 U.S.C. 2167 “Prohibition Against Dissemination of
Certain Unclassified Information” in accordance with such regulations or orders
as the Secretary of Energy has prescribed or may prescribe.


 


No data as
defined in the subcontract’s data rights clause (48 CFR 52.227-14 with
alternates) first produced under the subcontract or any subcontract or
information made available to the Subcontractor by the DOE may be disseminated
to the public by the Subcontractor or its lower-tier subcontractors unless the
written approval of the Contracting Officer is obtained.


 


d.                                      Subcontractor-Owned
Records.  The following records are
considered the property of the Subcontractor and not within the scope of
paragraph a.


 


1.                                       Personnel
and medical records and files (excluding personnel radiation exposure records)
maintained on current Subcontractor individual employees and applicants;


 


2.                                       Internal
health and safety files;


 


3.                                       Employee
relations records and files, such as records and files pertaining to:


 


i.                                          Qualifications
or suitability for employment of any employee, applicant, or former employee;


 


ii.                                       Employee
and union grievances;


 


iii.                                    Arbitration
proceedings pursuant to the provisions of any labor contract.


 


iv.                                   Allegations,
investigations, and resolution of employee misconduct;


 


v.                                      Employee
discipline;


 


vi.                                   Employee
charges of discrimination; and


 


vii.                                Negotiations
with any labor organization in connection with any labor contract.


 


4.                                       Records
and files pertaining to wages, salaries and benefits and wage, salary and
benefit administration; and


 


5.                                       Internal
legal files.


 


34





















 


Upon
expiration or termination of this subcontract, however, if requested by DOE,
copies of any such records pertaining to employees that continue in the employ
of a successor Subcontractor at the Hanford Site shall be, unless otherwise
prohibited by law, delivered to the successor Subcontractor or to DOE. Any
other of such records shall be preserved by the Subcontractor for a period of
three years after settlement of the subcontract or otherwise disposed of in
such manner as may be agreed upon by the Government and the Subcontractor.


 


e.                                       DOE
shall be afforded access to and use of all records, owned by the Subcontractor;
in addition the Subcontractor shall obtain agreement with such other owners so
that DOE are also afforded access to and use of records of the type described
above relating to Subcontractor employees, but owned by others, which have been
acquired or generated for the Subcontractor under this subcontract.  Such right shall be for the purpose of fulfilling
obligations of DOE as described in paragraphs (1) through (7) below
and shall be reasonably consistent with employee privacy interests and claims
of privilege.


 


1.                                       Equal
employment opportunity, compliance with federal labor statutes and security;


 


2.                                       Occupational
illness and injury; safety and health;


 


3.                                       Subcontract
approvals where Subcontractor-owned records are relevant to an approval right
of DOE under the subcontract and the information is not readily available to
DOE from another source;


 


4.                                       State
and/or federal law;


 


5.                                       Responding
to claims or actions against the Government;


 


6.                                       Complying
with the clause of this subcontract entitled “Special Provisions on Financial
Accountability”; and


 


7.                                       Performing
DOE appraisals of Subcontractor performance relating to personnel
administration.


 


f.                                         The
Subcontractor shall include appropriate provisions in lower-tier subcontracts
to implement this requirement.


 


H-6                             IMPLEMENTATION
OF THE HANFORD SITE STABILIZATION AGREEMENT


 


This Article H-6 is applicable only in the event the Subcontractor
is obligated to perform, or acquire by subcontract with the prior approval of
Bechtel, construction services.


 


a.                                       The
Site Stabilization Agreement for all construction work for the DOE at the
Hanford Site (hereinafter referred to as “Site Stabilization Agreement”), which
is referenced in this paragraph H-6, consists of a Basic Agreement dated September


 


35





















 


10, 1984, plus
an Appendix A.  The Site Stabilization
Agreement can be found in Section J, Attachment 1.


 


b.                                      This
paragraph H-6 applies to employees performing work, under contracts (or
subcontracts thereunder) administered by the Richland Operations Office of the
U.S. Department of Energy (DOE-RL) which are subject to the Davis-Bacon Act, in
the classifications set forth in the Site Stabilization Agreement for work
performed at the Hanford Site.


 


c.                                       Contractors
and subcontractors at all tiers who are parties to an agreement(s) for
construction work with a Local Union having jurisdiction over DOE-RL
construction work performed at the Hanford site, or who are parties to a
national labor agreement for such construction work, shall become signatory to
the Site Stabilization Agreement and shall abide by all of its provisions, including
its Appendix A.  Subcontractors at all
tiers who have subcontracts with a signatory contractor or subcontractor shall
become signatory to the Site Stabilization Agreement and shall abide by all of
its provisions, including its Appendix A.


 


d.                                      Contractors
and subcontractors at all tiers who are not signatory to the Site Stabilization
Agreement and who are not required under paragraph c. above to become signatory
to the Agreement, shall pay not less and no more than the wages, fringe
benefits, and other employee compensation set forth in Appendix A thereto, and
shall adhere, except as otherwise directed by Bechtel, to the following
provisions of the Agreement:


 


	
  1.

  	
   

  	
  Article VII

  	
   

  	
  Employment, Section 2 only

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Article XII

  	
   

  	
  Non-Signatory Contractor Requirements

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Article XIII

  	
   

  	
  Hours of Work, Shifts, and Overtime

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Article XIV

  	
   

  	
  Holidays

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Article XV

  	
   

  	
  Wage Scales and Fringe Benefits, Sections 1
  and 2 only

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Article XVII

  	
   

  	
  Payment of Wages-Checking In &
  Out, Section 3 only

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Article XX

  	
   

  	
  General Working Conditions

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Article XXI

  	
   

  	
  Safety and Health

  



 


e.                                       The
Subcontractor agrees to make no contributions in connection with this
subcontract to Industry Promotion Funds, or similar funds, except with the
prior approval of Bechtel.


 


36





















 


f.                                         The
obligation of the Subcontractor and its lower-tier subcontractors to pay fringe
benefits shall be discharged by making payments required by this subcontract in
accordance with the provisions of the amendments to the Davis-Bacon Act
contained in the Act of July 2, 1964 (Public Law 88-349-78 Stat. 238-239),
and the Department of Labor regulations in implementation thereof (29 CFR,
Parts 1, 5).


 


g.                                      Bechtel
may, from time to time, direct the Subcontractor to pay amounts for wages,
fringe benefits, and other employee compensation as the Site Stabilization
Agreement, including its Appendix A, may be modified by the parties thereto
from time to time.


 


h.                                      1.                                       In
the event of failure to comply with paragraphs c., d., e., f., and g. above, or
failure to perform any of the obligations imposed upon the Subcontractor and
its lower-tier subcontractors hereunder, Bechtel may withhold any payments due
to the Subcontractor and may terminate the subcontract for default.


 


2.                                       The
rights and remedies of Bechtel and the Government provided in this paragraph H-6
shall not be exclusive and are in addition to any other rights and remedies of
Bechtel and the Government provided by law or under this subcontract.


 


i.                                          The
requirements of this paragraph H-6 are in addition to, and shall not relieve
the Subcontractor of, any obligation imposed by other clauses of this
subcontract, including those entitled “Davis-Bacon Act,” “Contract Work Hours
and Safety Standards Act - Overtime Compensation,” “Payrolls and Basic Records,”
“Compliance with Copeland Act Requirements,” “Withholding of Funds,” and “Contract
Termination - Debarment.”


 


j.                                          The
Subcontractor agrees to maintain its bid or proposal records showing rates and
amounts used for computing wages and other compensation, and its payroll and
personnel records during the course of work subject to this paragraph H-6, and
to preserve such records for a period of three years thereafter, for all
employees performing such work.  Such
records will contain the name and address of each such employee, his correct
classification, rate of pay, daily and weekly number of hours worked, and dates
and hours of the day within which work was performed, deductions made, and
amounts for wages and other compensation covered by paragraphs c., d., e., f.,
and g. hereof.  The Subcontractor agrees
to make these records available for inspection by Bechtel and will permit it to
interview employees during working hours on the job.


 


k.                                       The
Subcontractor agrees to insert the provisions of this paragraph H-6, including
this paragraph k., in all lower-tier subcontracts for the performance of work
subject to the Davis-Bacon Act.


 


H-7                             PAYMENT
AND PERFORMANCE BONDS


 


The Subcontractor will not be required to furnish payment and
performance bonds.


 


37





















 


H-8                             ADVANCE
AGREEMENTS


 


The following advance agreements apply to this subcontract:


 


The Advance Agreement of Personnel Policies and Procedures, found in Section J
as Attachment 7, is incorporated into and made a part of this subcontract.


 


The Advance Agreement of Personnel Policies and Procedures
(Supplement), found in Section J as Attachment 7a, is incorporated into
and made a part of this subcontract. 
This document is subject to D.O.E. approval and Subcontractor agrees
that the requirements contained therein that are approved by D.O.E. shall apply
to this subcontract.


 


H-9                             REQUISITION
OF SITE SERVICES


 


Hanford site services are available for use by the Subcontractor from
the assigned provider.  The Subcontractor
shall be treated just like any other on-site contractor when it comes to
obtaining site service.  After
transition, a 90-day written notice must be provided prior to terminating site
services.  Requests for site services are
subject to the providing contractor’s determination of availability.  The Subcontractor shall assist Bechtel in the
accounting/billing process for payment of Hanford site services.


 


H-10                       DETERMINATION
OF APPROPRIATE LABOR STANDARDS


 


Bechtel, in coordination with DOE, shall determine the appropriate
Labor Standards which shall apply to all work performed under the
subcontract.  With Bechtel approval, the
Subcontractor shall provide such information in the form and timeframe required
by Bechtel, as may be necessary for Bechtel to make such labor standards
determinations.  The Subcontractor will
then be responsible for ensuring that the appropriate labor standards
provisions are included in lower-tier subcontracts.


 


H-11                       HEALTH
PHYSICIST TECHNICIANS HPTSI AND CRAFT SERVICE PERSONNEL


 


The Subcontractor will not be allowed to furnish its own HPTs.  Bechtel will provide, through a separate
subcontract, HPTs that meet the site training and certification
requirements.  DOE Order 5480.11 contains
specific requirements for the HPT (also referred to as radiation protection
technicians) training program.  The
applicable portion of the Order is included in Section J, Attachment
3.  Also included in this Attachment is
the HPT Training Program and Health Physics Administrative Guide prepared by
WHC and currently in use.  The WHC
documents have been included for informational purposes.  Bechtel is responsible for implementation of
a comparable training program to comply with the requirements in the Order.


 


In addition, the Subcontractor will be allowed to employ those craft
and service personnel required for surveillance and maintenance of Hanford
Surplus Facilities funded from the ER Program budget and managed by the
Subcontractor.


 


38





















 


H-12                       ORGANIZATIONAL
CONFLICT OF INTEREST - SUBCONTRACTORS.


 


The Subcontractor will not be permitted to subcontract or transfer any
portion of the work to its subsidiaries affiliates or otherwise related
companies through common ownership or control, without Bechtel’s approval.


 


The Subcontractor and its lower-tier subcontractors shall exert best
efforts to acquire for the Government on the best terms available but shall be
allowed (but shall not be obligated) to furnish items of such materials,
supplies, equipment, and facilities of its own manufacture (or of the
manufacture of its subsidiary corporations), provided it obtains Bechtel’s
concurrence in advance.


 


The Subcontractor, including its subsidiaries, affiliates or otherwise
related companies, shall not propose upon DOE contracts or subcontracts for
facilities or activities related to environmental restoration on the Hanford
Site where the Subcontractor has been involved in development of plans or
requirements for such facilities or activities or would be involved in
management or oversight of such facilities or activities or would be involved
in management or oversight of such facilities or activities under this
subcontract, unless otherwise approved by Bechtel.


 


H-13                       ADVANCE
UNDERSTANDING ON PERSONNEL POLICIES AND PROCEDURES


 


The DOE intends to reach advance understandings with the successful
offeror on certain personnel costs and related expenses.  These costs are those associated with
personnel policies and procedures which the offeror intends to apply to work
under the subcontract.  Advance review by
DOE and written approval by Bechtel of such personnel policies and procedures
will be required.  Any exceptions noted
in Bechtel’s written approval will govern the Subcontractor’s application of
the personnel policies and procedures under the subcontract.  In addition, DOE approval will be required in
each instance where the Subcontractor proposes to pay an employee $80,000 or
more, in total annual compensation exclusive of bonus or incentive compensation
pay which will not be an allowable cost under the subcontract.


 


H-14                       PREEXISTING
CONDITIONS


 


To the extent that Bechtel is indemnified by DOE, Bechtel shall
indemnify, protect, and hold the Subcontractor harmless from and against any
and all civil liabilities, obligations, losses, damages, penalties, claims
(including, without limitation claims involving strict or absolute liability),
actions, suits, costs, expenses, and disbursements (including, without
limitation, legal fees and expenses) of any kind and nature whatsoever which
may be incurred by, imposed on, or asserted against Subcontractor in any way
relating to or arising out of any act or failure to act on the part of any
person, and relating to any part of the facility at the sites managed under
this subcontract or any areas adjacent thereto which act or failure to act
occurred before the Subcontractor assumed responsibility for work performed
under this subcontract on July 1, 1994. 
New conditions created or caused in whole or in part by the
Subcontractor and coming into being after June 30, 1994, are not
considered “Pre-existing conditions”.  To
the extent the acts or omissions of the Subcontractor acting after July 1,
1994, cause any fine or add to the amount of any fine or penalty that resulted
from pre-existing condition(s) (i.e., one in existence prior to


 


39





















 


July 1, 1994), the Subcontractor will be responsible in accordance
with the terms and conditions of this subcontract.  The provisions of this clause are subject to
the availability of funds appropriated by Congress.  Bechtel and the Government shall use its best
efforts to obtain such funds should such funds not be otherwise available.


 


H-15                       SPECIAL
PROVISION ON FINANCIAL ACCOUNTABILITY


 


a.                                       This
provision governs the Subcontractor’s financial accountability for fines and
penalties, losses (e.g., third party claims), government property and certain
legal defense costs and unallowable environmental costs (Section I, clause
entitled “Allowable Cost and Payment”). 
This provision defines categories of unallowable cost, avoidable costs
and sets a ceiling on certain liabilities. 
The term “lower-tier subcontractor” as used in this clause refers to
Subcontractor’s subcontractor(s) and/or supplier(s) at any tier or level.


 


b.                                      This
provision shall not apply to (1) Small Business or Small Disadvantaged
Business concerns, and (2) any nonprofit contractor or subcontractor which
receives no fee and is considered nonprofit under the laws of the jurisdiction
in which it is incorporated.  A
subsidiary may be considered a nonprofit contractor or subcontractor under this
provision if all entities above it in the corporate structure are considered
nonprofit under the laws of the incorporating jurisdiction.  A Contracting Officer may also treat as
nonprofit a contractor whose particular corporate organization or circumstances
warrants such considerations.  If such
costs are otherwise allowable under this subcontract, then the costs resulting
from the actions or inactions of the above contractors or subcontractors which
would otherwise be determined to be Avoidable Costs are allowable costs to the
Subcontractor.


 


c.                                       Except
as specifically provided below, the costs incurred in legal and other
proceedings, including finds and penalties (and associated interest) resulting
from such proceedings, are governed by FAR 31.205-47 and FAR 31.205-15,
respectively.


 


d.                                      Items
of unallowable costs.  The following
items of costs are unallowable under this subcontract to the extent provided
below.


 


1.                                       Losses
(including litigation expenses, Counsel fees, and settlements) on, or arising
from the sale, exchange,, or abandonment of capital assets, including
investments; losses on other contracts, including the Subcontractor’s
contributed portion under cost-sharing contracts; losses in connection with
price reductions to and discount purchases by employees and other from any
source; and losses where such losses or expenses:


 


i.                                          Are
compensated for by insurance or otherwise or which would have been compensated
by insurance required by law or by written direction of Bechtel or the
Government but which the 


40





















 


Subcontractor failed to procure or maintain
through its own fault or negligence;


 


ii.                                       Result
from willful misconduct or lack of good faith on the part of any of the
Subcontractor’s directors, corporate officers, or a supervising representative
of the Subcontractor;


 


iii.                                    Represent
liabilities to third persons for which the Subcontractor has expressly accepted
responsibility under other terms of this subcontract; or


 


iv.                                   Are
direct costs which are avoidable that are incurred by the Subcontractor and/or
a lower-tier subcontractor, without any fault of DOE, exclusively as a result
of the negligence or willful misconduct on the part of any of the Subcontractor’s
and/or lower-tier Subcontractor’s personnel in performing work under the
subcontract.


 


A.                                   Such
direct costs may include, for example, additional programmatic expenses for
research and development or production activities, and third party claims
against the Subcontractor, but shall not include scrap, waste and other routine
damages or losses which occur as part of the cost of doing business and are
reasonably anticipated and shall not include consequential damages.


 


B.                                     Costs
of litigation incurred by the Subcontractor or a lower-tier subcontractor in
bringing or defending claims relating to these costs are also unallowable.


 


2.                                       Notwithstanding
any other provisions of this subcontract, the costs of bonds and insurance are
unallowable to the extent they are incurred to protect and indemnify the
Subcontractor and/or lower-tier subcontractor against otherwise unallowable
Avoidable Costs, fines and penalties, third party claims, negligently or
willfully caused damage to, destruction of or loss of Government property,
theft or unauthorized use of Government property, and unallowable environmental
costs except and only to the extent that such insurance or bond is required by
the specific written direction of Bechtel.


 


e.                                       Additional
responsibility for risk of loss of Government property.  Notwithstanding the limitation of liability
described in DEAR 952.245-5, the Subcontractor and/or lower-tier subcontractor
shall be liable for direct costs and expenses resulting from damage to,
destruction of, or loss of Government property as a direct result of
Subcontractor or lower-tier subcontractor negligence or willful misconduct
where the costs which are to be borne by the Subcontractor and/or lower-tier
subcontractor are those incurred in effecting the repairs to, or


 


41





















 


replacement
of, Government property.  These Avoidable
Costs do not include scrap, waste and other routine damages or losses which
occur as part of the cost of doing business and are reasonably
anticipated.  Costs which shall not be
reimbursable are the result of circumstances: (1) clearly within the
Subcontractor’s and/or lower-tier subcontractor’s sole and exclusive control
and (2) resulting from acts of omissions of the Subcontractor and/or
lower-tier subcontractor, concerning which the exercise of reasonable care
would have avoided the loss or destruction or damage.  In the event that such direct costs and
expenses resulting from loss or destruction of or damage to Government property
are also in part caused by third parties, other than Bechtel or DOE, such costs
and expenses will not be reimbursed by Bechtel.


 


The allocation of financial responsibility between the Subcontractor
and such third party should be determined by the parties involved.


 


In addition, the Subcontractor shall be liable for direct damage to,
destruction of, or loss, Government property stemming from theft, embezzlement,
unauthorized use, or any other ultra vires activity by any Subcontractor or
lower-tier subcontractor personnel at any level.  Under these circumstances the Subcontractor
shall be required to bear the cost of repairing or replacing the damaged, destroyed,
or lost Government property.


 


For purposes of this clause, negligence is the failure to exercise that
standard of care which a reasonable and prudent person would exercise under the
same or similar circumstances in an identical or similar environment.


 


f.                                         Costs
related to legal defense and settlement of claims.


 


1.                                       Litigation
and Claims.  The Subcontractor may, with
the prior written authorization of Bechtel (as directed by the Government), and
shall upon the request of Bechtel initiate litigation against third parties,
including proceedings before administrative agencies, in connection with this
subcontract.  The Subcontractor shall
proceed with such litigation in good faith and as directed from time to time by
Bechtel.


 


2.                                       The
Subcontractor shall give Bechtel immediate notice in writing of any action,
including any proceeding before an administrative agency, filed against the
Subcontractor arising out of the performance of this subcontract, and of any
claim against the Subcontractor the cost and expense of which the Subcontractor
would propose to submit as a claim for allowable costs under the terms of the
clause entitled “Allowable Cost and Payment.”


 


3.                                       Except
to the extent prohibited by the Major Fraud Act of 1988, 41 U.S.C. 256 and
applicable regulations, when directed by the Government, Bechtel may instruct
the Subcontractor to proceed in good faith with the defense of the claim
subject to the direction of Bechtel. 
Except as otherwise directed by Bechtel in writing, the Subcontractor
shall furnish immediately to


 


42





















 


Bechtel copies of all pertinent papers
received by the Subcontractor with respect to such action or claim.  The Subcontractor may, with Bechtel’s
expressed written approval, settle any such action or claim.  The Subcontractor shall effect, at Bechtel’s
request, an assignment and subrogation in favor of Bechtel and/or the
Government of all of the Subcontractor’s rights and claims (except those
against Bechtel and the Government) arising out of or related to such action or
claim against the Subcontractor, and, if required by Bechtel, shall authorize
representatives of Bechtel and/or the Government to settle or defend any such
action or claim and to represent the Subcontractor in, or to take charge of,
any action.  If the Settlement or defense
of an action or claim against the Subcontractor is undertaken by Bechtel and/or
the Government, the Subcontractor shall furnish all reasonable assistance in
effecting a settlement or asserting a defense. 
If an adverse judgment is entered against the Subcontractor in a case
where Bechtel and the Government have approved and/or directed the defense as
provided in this paragraph, the costs of litigation and liability for any
resulting claim or damages shall be allowable; provided, however, that such
expenses shall not be allowable to the extent that they would have been
compensated for by insurance which was required by law or by the written
direction of Bechtel or the Government, but which the Subcontractor failed to
secure or maintain through its own fault or negligence.


 


4.                                       Should
Bechtel not approve or direct the defense of the litigation as provided in
paragraph (3), Bechtel has no liability for the costs of litigation except as
provided in subparagraphs (5) and (6) below.  The Subcontractor may request that Bechtel
ask the Government to assume direction of the litigation at any point when new
facts on the matter would so warrant; provided, however, that the Government
may assume direction of the litigation or direct settlement without a request
from the Subcontractor, at any time during the litigation process when the
Government determines that it is in the best interest to do so, in which case
the liability for any resulting claims or damages shall be at the expense of
the Government.


 


5.                                       The
Subcontractor must inform Bechtel of any proposed settlement agreement.  The notification shall be supported by all
information available to the Subcontractor which is pertinent to the
settlement.


 


i.                                          Except
to the extent prohibited by the Major Fraud Act of 1988, 41 U.S.C. 256, the
Government has the option of accepting the settlement reached by the
Subcontractor.  If the settlement is
accepted, Bechtel, the Government and the Subcontractor shall negotiate each party’s
share, if any, of the settlement and litigation expenses.  Any agreement reached at this point shall be
subject to the approval of DOE’s Contracting Officer and to the restrictions of
FAR 33.210.


 


43





















 


ii.                                       If
the Subcontractor proceeds without, or otherwise does not obtain, Bechtel’s
approval of the settlement agreement, the cost of the agreement and all related
costs of litigation shall be at the Subcontractor’s own risk and expense.


 


6.                                                                                       i.                                          If
the Subcontractor has suffered a final judgment, a claim for reimbursement of
the costs of litigation or any resulting damages or both may be made to
Bechtel.  Except to the extent prohibited
by the Major Fraud Act of 1988, 41 U.S.C. 256, Bechtel may negotiate a settlement
with the Subcontractor which shall be subject to the approval of DOE’s
Contracting Officer.


 


ii.                                       Reimbursement
of costs of litigation and judgments under subparagraph (6)(i) above may
be paid by Bechtel notwithstanding the limitations or prohibitions contained in
paragraph (c) above and subparagraph (d)(1 )(iv) above, the loss of
Government property provision in subparagraph (e) above.


 


7.                                       Certification
of costs.  Bechtel may not accept any
settlement or otherwise authorize reimbursement of costs and/or damages where
the Subcontractor has not certified, in the form required by the clause of this
subcontract entitled “Disputes”, the facts known by the Subcontractor, at any
time the matter is submitted for review, which form the basis upon which the
Subcontractor seeks reimbursement of these costs.


 


8.                                       Costs
of Litigation.  “Costs of Litigation” as
used herein, includes, but are not limited to, administrative and clerical
expenses; the cost of legal services, whether performed by in-house or private
counsel; the costs of the services of accountants, consultants, or others
retained by the Subcontractor to assist it; all elements of compensation,
related costs, and expenses of employees, officers, and directors; and any
similar costs incurred before, during, and after commencement of a judicial or
administrative proceeding which bear direct and substantial relationship to the
proceedings.


 


g.                                      Determining
Avoidable Costs.


 


1.                                       i.                                          Avoidable
Costs are those costs specified in subparagraph (d)(1)(iv) above, the loss
of Government property provision set forth in subparagraph (e) above,
costs under subparagraph (f) above and unallowable environmental costs
specified in the Section I clause entitled “Allowable Cost and Payment”
which are incurred by the Subcontractor and/or its lower-tier subcontractors, in
carrying out the terms and conditions of the subcontract when:


 


A.                                   The
work is clearly within the sole and exclusive control of the Subcontractor
and/or lower-tier subcontractor personnel, and


 


44





















 


B.                                     The
increased costs of expenses result from the negligence or willful misconduct of
the Subcontractor and/or lower-tier subcontractor personnel, and


 


C.                                     DOE
is not responsible in any way for the act or omission which resulted in the
additional costs.


 


ii.                                       The
costs and expenses of litigation, settlements, and related litigation costs
(including attorneys fees), fines penalties, judgments and liabilities
resulting from administrative findings, and damage to, or loss of, Government
property when carrying out well understood non-experimental work and damage to,
or loss of, Government property as the result of theft, embezzlement or other
unauthorized use and unallowable environmental costs specified in the Section I
clause entitled “Allowable Cost and Payment” are unallowable to the extent that
the acts or omissions resulting in these costs are Avoidable Costs as defined
in subparagraph (1)(i) above.  Such
costs are unallowable except as specifically authorized by Bechtel and within
the scope of work in the subcontract.


 


2.                                       For
purposes of this section, negligence is the failure to exercise that standard
of care which a reasonable and prudent person would exercise under the same or
similar circumstances in an identical or similar environment.


 


Ceiling on
Certain Liabilities.


 


1.                                       The
Subcontractor’s potential financial obligations under the unallowable
environmental costs provision in the Allowable Cost and Payment clause (see Section I)
and under the unallowable Avoidable Cost provisions contained in subparagraph (g) above
shall be limited to the cumulative amount of the fee or profit actually earned
under the subcontract, whether cost-plus or fixed price, during the month when
contractor (BHI evaluation period when the event or events which were caused by
the Subcontractor led to the incurrence of costs or liabilities or the
imposition of fines and penalties occurred. 
The limitation or ceiling does not apply to any other categories of
unallowable costs, nor shall any other unallowable costs be utilized in the
calculation of that ceiling for any evaluation period.  In the case of continuing activities of the
Subcontractor which occur over a number of Contractor evaluation periods and
results in costs or liabilities described above, the potential financial
obligations of the Subcontractor shall be limited to the amount of the actual
award fee earned and the actual basic fee earned in the single evaluation
period when the incident(s) or event(s) giving rise to the Subcontractor’s
disallowed cost or expense took place. 
If it is not possible to relate to reasonably allocate particular
activities to individual evaluation periods, the financial obligation of the


 


45





















 


Subcontractor shall be limited to the amount
of the actual fee earned in the evaluation period when the amount of such
nonreimbursable costs or liabilities were finally determined.  If the determination as to which award fee
period(s) the incident or activity occurred resulting in the unallowable
Avoidable Costs is made following the expiration of the subcontract, or the
Subcontractor is otherwise replaced, the actual fee earned for the last
evaluation period that the subcontract was in effect shall be utilized after
deducting disallowed Avoidable Costs that were previously charged to the
Subcontractor during that period.


 


2.                                       i.                                          The
financial obligations of a lower-tier subcontractor, under the unallowable
Avoidable Cost provisions contained in subparagraph (g) above shall be
limited in the same manner as described in subparagraph (h) 1. above to
the cumulative amount of the fee or profit actually earned by the lower-tier
subcontractor under its subcontract, whether cost-plus or fixed-price, during
the six-month subcontractor evaluation period when the event or events which
were caused by the lower-tier subcontractor led to the incurrence of costs or
liabilities or the imposition of fines and penalties occurred.  This limitation or ceiling does not apply to
any other categories of unallowable costs.


 


ii.                                       The
Subcontractor shall cause all lower-tier subcontractors to be responsible for
all costs and liabilities described in this subparagraph (h), up to the amount
of the actual fee or profit earned in the pertinent Contractor evaluation
period.  The Subcontractor shall cause
all lower-tier subcontractors to agree to provide a reasonable financial
guarantee to assure that the lower-tier subcontractor will have sufficient
resources to satisfy all costs and liabilities up to the amount of the actual
fee or profit earned based upon the highest amount of profit or fee received by
the lower-tier subcontractor during the last two Contractor evaluation
periods.  Alternatively, at the election
of the lower-tier subcontractor, at the end of each annual period the
Subcontractor may retain a percentage of the fee or profit earned as reasonably
determined to be sufficient by the Subcontractor to protect the interests of
Bechtel and the Government.  With respect
to new subcontracts or subcontracts that have been in effect for less than one
year (or two six-month evaluation periods), the guarantee shall be in an amount
that the Subcontractor reasonably determines with the approval of Bechtel to be
in the best interest of the Government, but not to exceed the amount of fee or
profit available for the upcoming evaluation period.  The financial responsibility of the
lower-tier subcontractor and the guarantee of retainage of the lower-tier
subcontractor shall remain in effect for up to one year after the termination
or expiration of the lower-tier subcontract at which time any financial
guarantee, including retainage, shall be returned to the lower-tier
subcontractor.


 


46





















 


iii.                                    Where
the amount of fee or profit earned by a lower-tier subcontractor during the
Contractor’s evaluation period is not sufficient to pay in full all Avoidable
Costs incurred during that period, the excess amount of these costs will be
reimbursed or otherwise treated as allowable costs provided, however, that the
Subcontractor shall be responsible for the payment of such Avoidable Costs in
excess of the lower-tier subcontractor’s ceiling if such costs and/or damages
were caused in whole or in part by the negligence of the Subcontractor;
provided, further, that in case the Subcontractor’s obligation to pay Avoidable
Costs incurred by the negligence of the lower-tier subcontractor is limited to
the extent that (i) the lower-tier subcontractor’s profit for that
evaluation period was insufficient to pay the Avoidable Costs in full, and (ii) the
Subcontractor’s ceiling on Avoidable Costs liabilities specified in this subsection in
subparagraph (1) of this section has not been reached for that
evaluation period.  The Subcontractor
shall not require a lower-tier subcontractor to provide financial guarantees
for the payment of Avoidable Costs beyond the profit or fee earned by the
lower-tier subcontractor in the relevant contractor’s six-month evaluation
period.


 


iv.                                   The
Subcontractor shall cause appropriate provisions to implement the lower-tier
subcontractor liability ceiling and financial guarantee obligation contained in
this subparagraph (h(2)) to be inserted into every lower-tier subcontract
entered into with a Contractor or subcontractor provided, however, that such
lower-tier subcontract shall provide that to the extent that Avoidable Costs
incurred by the negligence of the lower-tier subcontractor are reimbursed by
Bechtel to the Subcontractor for all such costs to the extent that such
lower-tier subcontractor has already paid, or incurred without reimbursement,
such costs; provided, further, that all such lower-tier subcontractors shall
provide that the financial guarantee provided by lower-tier subcontractors to
the Subcontractor should remain in effect for not more than one year after
termination or expiration of such subcontract.


 


3.                                       The
Subcontractor shall be responsible for all costs and liabilities described in
subparagraphs (h(1)) and (h(2)) of this section, up to the amount of the actual
fee earned in the pertinent evaluation period. 
The Subcontractor agrees to provide, in such form and amount as shall be
satisfactory to Bechtel, a financial guarantee to assure that the Subcontractor
will have sufficient resources to satisfy all costs and liabilities up to the
amount of the actual fee earned for a period based upon the highest amount of
fee received over the last four evaluation periods.  Alternatively, at the election of the
Subcontractor, at the end of each evaluation period Bechtel may retain a
percentage of the fee as determined to be sufficient by Bechtel to protect the
interests of Bechtel and the


 


47





















 


Government. 
With respect to new contracts or contracts that have been in effect for
less than two years (or four six-month evaluation periods), the guarantee shall
be in an amount that Bechtel determines to be in the best interest of Bechtel
and the Government, but not to exceed the amount of fee available for the
upcoming evaluation period.  The
financial responsibility of the Subcontractor and the guarantee or retainage
shall remain in effect for up to one year after the termination of or
expiration of the subcontract at which time any financial guarantee, including
retainage, shall be returned to the Subcontractor.  Any costs or liabilities to third parties
beyond the limitations described above would be reimbursed subject to the other
provisions of the subcontract governing cost reimbursement.  The Subcontractor’s potential financial risk
for proceedings costs under the Major Fraud Act of 1988, 41 U.S.C. 256, or the
civil or criminal penalties provisions of the Price-Anderson Amendments Act of
1988, 42 U.S.C. 2273, 2282, will not be limited except as provided in
regulations implementing those provisions.


 


4.                                             Bechtel
and the Government’s liability under this clause is subject to the availability
to DOE of appropriated funds at a time a contingency occurs.  Nothing in this subcontract shall be
construed as implying that the Congress will, at a later date, appropriate
funds to meet deficiencies.


 


H-16                       DELETED


 


H-17                       DELETED


 


H-18                       INTERNAL
AUDIT


 


The Subcontractor agrees to conduct an internal audit and examination
satisfactory to the Government of the records, operations, expenses, and the
transactions with respect to costs claimed to be allowable under this
subcontract annually and at such other times as may be mutually agreed
upon.  The results of such audit
including the working papers, shall be submitted or made available to Bechtel
and the Government.  This clause does not
supersede the Government’s right to audit.


 


H-19                       INVOICED
AMOUNTS


 


In addition to the information required by other sections of this
subcontract, the Subcontractor shall provide incurred cost data coded in a
Bechtel defined format via computer or some other form of magnetic media such
as a computer tape or floppy disk.


 


H-20                       KEY
PERSONNEL


 


The personnel specified below are considered to be essential to the
work being performed under this subcontract. 
Prior to diverting to other positions or substituting any of the
specified individuals, the Subcontractor shall notify Bechtel at least
forty-five (45) days in advance and shall submit justification (including
proposed substitutions) in sufficient


 


48





















 


detail to permit evaluation of the impact on the program.  No diversion or substitution shall be made by
the Subcontractor without the written consent of Bechtel provided that Bechtel
may ratify in writing such diversion or substitution and such ratification
shall constitute the consent of Bechtel required by this clause.  This clause may be amended from time to time
during the course of the subcontract to either add or delete personnel, as
appropriate.


 


	
  NAME

  	
   

  	
  TITLE

  
	
   

  	
   

  	
   

  
	
  John Moroney

  	
   

  	
  General Manager, TMA Hanford

  



 


H-21                       DEPARTMENT
OF LABOR WAGE DETERMINATION


 


In the performance of this subcontract, the Subcontractor and/or
lower-tier subcontractors shall comply with the requirements of U.S. Department
of Labor Wage Determination Number ( TBD ), dated ( TBD ), if the subcontract
or lower-tier subcontracts are covered by the Service Contract Act.  Prior to the beginning of each subcontract
year, a revised wage determination shall be requested from Bechtel and
incorporated into this subcontract by modification.  The Subcontractor and/or lower-tier
subcontractors shall comply with revised wage determination for Service
Contract Act covered employees.


 


H-22                       BUSINESS
UNIT


 


The work performed by the Subcontractor under this subcontract shall be
conducted by a separate business unit (division, segment, joint venture, etc.)
separate from any parent unit.  The
business unit may report or interface directly with a home office.


 


H-23                       LIMITATION
ON ASSIGNED SUBCONTRACTS TO BECHTEL.


 


Under no circumstances shall the Subcontractor be allowed to mange,
direct, supervise, or otherwise have influence over any subcontract or purchase
order assigned by WHC to Bechtel that may involve a company affiliated with the
Subcontractor.


 


H-24                       USE OF
ANALYTICAL LABORATORIES


 


Bechtel shall review all work plans or other documents that may be
prepared by the Subcontractor and which may propose sampling plan that would
generate analytical samples to be sent to analytical laboratories.  These plans will subsequently be submitted to
DOE for review and generally will be parts of work plans or other documents
submitted to the relevant regulatory agencies for regulatory approval under the
Hanford Federal Facility Agreement and Consent Order.  Further, there shall be no performance of
laboratory testing during the transition period.  It is further understood that Bechtel and the
Subcontractor shall establish controls which require the prior approval of
Bechtel before the Subcontractor can perform laboratory testing of any nature.


 


49





















 


H-25                       DISPUTES


 


a.                                       Initial
resolution of disputes, conflicts, or claims under this subcontract shall
reside with Bechtel’s Procurement Manager. 
In the event that an equitable resolution of the dispute cannot be
reached, the Subcontractor may request that Bechtel authorize an appeal to the
Government Contracting Officer in the Contractor’s name or, solely at Bechtel’s
option, Bechtel may bring the appeal directly to the Government Contracting
Officer in Bechtel’s name. Any dispute or appeal brought before the Government
Contracting Officer shall be submitted pursuant to the Disputes clause found in
the prime contract (FAR 52.233-1 )ALT 1)(DEC 911)).  The Contracting Officer’s Final Decision and,
if appealed, the final Appeal Board or court ruling, after all appeals have
been exhausted, shall be binding.


 


b.                                      Except
to the extent Bechtel has specifically directed Subcontractor in writing to
incur an expense, Bechtel will not be liable to the Subcontractor for any
amounts being claimed for such expense unless and until Bechtel receives the
amount claimed by the Subcontractor from the Government.  If the Government fails to pay on any claim,
Bechtel has no further liability to the Subcontractor.


 


c.                                       Should
Bechtel authorize an appeal in its name, the Subcontractor shall bear all costs
associated with such appeal.


 


d.                                      Any
appeal submitted shall include Bechtel’s direct and indirect costs and fee
allocation, as applicable to the costs being appealed.


 


e.                                       The
Subcontractor shall indemnify and hold Bechtel harmless from any and all
liability stemming from Bechtel’s certification of the Subcontractor’s claim in
any appeal.


 


f.                                         Pending
resolution of any dispute under the subcontract, The Subcontractor shall
proceed as directed by Bechtel in writing.


 


g.                                      Any
dispute arising from the subcontract that is not processed under FAR 52.233-1
Alt 1 (Dec 91) shall be brought before a court of competent jurisdiction in the
State of Washington.  The interpretation
of statutes, regulations and clauses in this subcontract which are adaptions of
Federal Government acquisition clauses shall be according to the Federal common
law of contracts as enunciated by Federal judicial bodies and Boards of
Contract Appeals.


 


H-26                       STORES,
WORK ORDERS, AND PURCHASE REQUISITIONS


 


The Subcontractor is authorized to write stores orders, work orders,
and purchase requisitions, which will be charged to an appropriate Bechtel
account.


 


50





















 


H-27                       OTHER
DELEGATION OF AUTHORITY


 


The Subcontractor will be delegated signature authority for other
charges to the appropriate Bechtel account subject to Bechtel approval.


 


H-28                       INDEPENDENT
CONTRACTORS


 


This subcontract is not intended and does not constitute, create, or
otherwise recognize a joint venture, partnership, or formal business
organization of any kind and the rights and obligations of the parties shall be
only those expressly set forth herein.


 


H-29                       SUBCONTRACTS


 


a.                                       All
subcontracting activity under this Subcontract will be performed by Bechtel
upon receipt of a Purchase Requisition from the Subcontractor.


 


b.                                      The
Subcontractor will provide all technical support to the Bechtel Purchasing
activity necessary for Bechtel to comply with its approved procedures and with
the Prime Contract requirements.


 


H-30                       EMPLOYEES
OF THE SUBCONTRACTOR


 


Bechtel will from time to time, request the Subcontractor to provide
certain services to Bechtel.  Upon
receiving such requests, the Subcontractor shall provide one or more of its
employees having expertise in the areas designated by Bechtel.  The Subcontractor shall, at all times and for
all purposes, retain sole authority to hire, discipline, discharge, train,
appraise, promote, schedule or otherwise supervise such employees.  The Subcontractor shall also be solely
responsible for all compensation, benefits, taxes and other state or federal
obligations arising out of its employment of such individuals.


 


H-31                       DIVISION
OF ADMINISTRATIVE FUNCTIONS


 


The Subcontractor shall utilize certain of Bechtel’s established
support organizations, information systems, policies and procedures for
Administrative functions. Included in this category are:


 


•                                          Employee
benefits, including the attached Personnel Appendix “A”


 


•                                          Accounting
and financial support


 


•                                          Travel


 


•                                          Payroll


 


•                                          Personnel
reporting


 


•                                          Procurement


 


•                                          Property
Management-However, the Subcontractor is responsible for complying with the
provisions of Clause H-2, entitled “Bechtel/Government Furnished
Property/Services”


 


51





















 


•                                          Public
affairs


 


•                                          Classification
of documents Quality Assurance


 


•                                          Safety
Administration


 


•                                          Security-However,
the Subcontractor is responsible for complying with the requirements of the
provisions of Clause 1-3, “Security”, as well as any other provision of this subcontract
with respect to data, information, and material of a classified nature which
the Subcontractor may come in contact with in the performance of this
subcontract.


 


•                                          Training-However,
Bechtel will provide generalized training and-the Subcontractor will provide
specialized training related to the Subcontractor workscope.


 


•                                          In
addition to normal finance functions which would be distributed to a line
organization independent of the subcontract arrangement (e.g., timekeeping,
budgeting, reporting, etc.) certain areas of the Subcontractor administrative
support will be retained within the Subcontractor. The exceptions to the
general rule of utilizing Bechtel support are in areas where it is
advantageous and cost effective to provide the support through the
Subcontractor, where there are legal requirements derived from the separate
corporate status, or where required for administration of the subcontract. The
Subcontractor shall supplement Bechtel administrative support with its own
dedicated administrative support in the following areas:


 


•                                          Compensation
EEO/Affirmative Action


 


•                                          Professional/technical
employment


 


•                                          Employment
processing


 


•                                          Non-exempt
recruiting


 


H-32                       SUPPORT
OF BECHTEL PURCHASING GOALS


 


The Subcontractor shall support, to the extent possible, the Bechtel
Purchasing goals for Labor Surplus, Small, Small Disadvantaged and Women-owned
business placements.


 


H-33                       NON-LIABILITY
WITH RESPECT TO COST ACCOUNTING STANDARDS


 


Reference is made to the Clause 1-22 entitled, “Disclosure and
Consistency of Cost Accounting Practices”. 
Notwithstanding the provisions of that clause, the Subcontractor shall
not be liable to Bechtel and Bechtel shall indemnify and hold Subcontractor
harmless for any increased costs or interest thereon, resulting from any failure
of the Subcontractor, with respect to activities carried on at the site of
work, to comply with said clause; provided, the Subcontractor is directed by
Bechtel to comply with DOE


 


52





















 


accounting practices and procedures which may be in conflict with the
Cost Accounting Standards.  The
Subcontractor also shall not be liable to Bechtel for any increased costs or
interest of a Lower-tier subcontractor who fails to comply with applicable cost
accounting standards or to follow any practice disclosed pursuant to the
requirements of such clause; provided, that the Subcontractor shall include in
each covered Lower-tier subcontract a clause making the Lower-tier
subcontractor liable for any increased costs or interest thereon resulting from
any failure of the Lower-tier subcontractor to comply with prescribed standard
or disclosed practices.


 


H-34                       VIOLATIONS
OF LAWS OR REGULATIONS


 


In the event Bechtel is liable for fines, penalties or judgments
arising out of a violation of such laws or regulations which is caused in part
of Bechtel and in part by Subcontractor, Subcontractor shall indemnify Bechtel
for such costs based on the proportionate share of Subcontractor’s
responsibility for the violation.  In the
event a third party (or parties) bears responsibility for the violation and the
third party’s share of the costs is borne by Bechtel and/or Subcontractor,
Bechtel and Subcontractor shall bear such share in proportion to their
respective shares of responsibility for the violation.  A party’s subcontractors, agents and
employees shall not be considered third parties for this purpose.


 


53





















 


PART II –
SECTION 1


 


SUBCONTRACT CLAUSES


 


Government Contract Clauses.  The
clauses contained in the respective Government agency regulations referenced
below are incorporated herein.  The
obligations of the Contractor to the Government as provided in said clauses
shall be deemed to be the obligations of the Subcontractor to Bechtel.  Wherever necessary to make the context of the
clauses set forth below applicable to this Subcontract, the term “Contractor”
shall mean Subcontractor, the term “Contract” shall mean this Subcontract, and
where noted or where necessary to derive proper meaning in a subcontract
situation the term ‘DOE’ ‘Government’ ‘Contracting Officer’ and equivalent
phrases shall mean Bechtel, except the terms “Government” and “Contracting Officer”
do not change:  (1)  In the phrases “Government
Property”, “Government-Furnished Property, “Government-Owned Property”, “Government
Equipment” and “Government-Owned Equipment”, or where otherwise intended that
title ownership or rights to remain with the Government for Government
Furnished Property.  (2) When a
right, act, authorization or obligation can be granted or performed only by the
Government or his duly authorized representative.  (3) When access to proprietary financial
information or other proprietary data is required.  (4) When the property is to be
transferred directly to the Government. 
and (5) Where specifically modified as noted below.


 


Clauses 1-1 through 1-52 and 1 through 87 below are hereby incorporated
into and made a part of this Subcontract. 
Clauses 1-1 through 1-52 are provided in full text as Attachment 1 to Section 1.  Clauses 1 through 87 are incorporated by
reference.  The “Notes or Modification”
column states the manner in which the clause should be interpreted or modified.


 


	
  NUMBER

  	
   

  	
  CLAUSE TITLE

  	
   

  	
  REFERENCE

  	
   

  	
  NOTES OR MODIFICATION

  
	
  1-1

  	
   

  	
  Preprinted Contract Clauses for Cost
  Reimbursement Service Contracts (DOE Set 304) (DEC 1991)

  	
   

  	
   

  	
   

  	
  DOE Set 304 are not physically enclosed
  herein but the clauses are incorporated by reference

  
	
  1-2

  	
   

  	
  Price for Fee Adjustment or Illegal or
  Improper Activity (Deviation) (SEP 1990)

  	
   

  	
  FAR 52-203-10

  	
   

  	
   

  
	
  1-3

  	
   

  	
  Security (OCT 1987)

  	
   

  	
  DEAR 952-204-2

  	
   

  	
  DOE shall not mean Bechtel in the 1st
  and 2nd sentence of ¶ a. and in ¶ b. and h. Applies only to
  agreements involving access to classified information

  
	
  1-4

  	
   

  	
  Classification (APR 1984)

  	
   

  	
  DEAR 952-204-70

  	
   

  	
   

  
	
  1-5

  	
   

  	
  Foreign Ownership, Control, or influence
  over Contractor (APR 1984)

  	
   

  	
  DEAR 952-204-74

  	
   

  	
  Contracting Officer shall not mean Bechtel

  
	
  1-6

  	
   

  	
  Required Sources for Jewel Bearings and
  Related Items (APR 1984)

  	
   

  	
  FAR 52-208-1

  	
   

  	
  Applies if items furnished under this
  agreement contain jewel bearings

  
	
  1-7

  	
   

  	
  Organizational Conflicts of
  Interest-Special Clauses (NOV 1987)

  	
   

  	
  DEAR 952-209-72

  	
   

  	
  Government shall not mean Bechtel in ¶ 1. iii.

  Department shall not mean Bechtel

  Delete last sentence in ¶ d. 1.

  
	
  1-8

  	
   

  	
  Cost and Schedule Control Systems (SEP
  1991)

  	
   

  	
  DEAR 952-212.73

  	
   

  	
  Change the 2nd sentence of ¶ c.
  to state 90 days

  
	
  1-9

  	
   

  	
  Order of Precedence

  	
   

  	
   

  	
   

  	
   

  
	
  1-10

  	
   

  	
  Reversion of Adjustment of Plans for
  Post-Retirement Benefits Other Than Pensions (PRB) (JUL 1991)

  	
   

  	
  FAR 52.215.39

  	
   

  	
   

  
	
  1-11

  	
   

  	
  Allowable Cost and Payment Deviation) (APR
  1984) and Alternates I and II

  	
   

  	
  DEAR 952-216-7

  	
   

  	
  DOE shall not mean Bechtel in ¶ b. iv. C.

  Cognizant Contracting Officer shall mean “audit agency” in ¶ d.2.

  Government shall not mean Bechtel in ¶ d.2. and d.3.

  Government shall mean “Bechtel and the Government” in ¶ h.2.ii. and ¶
  h.2.ii.C.

  
	
  1-12

  	
   

  	
  Option to Extend the Term of the Contract
  (MAR 1989)

  	
   

  	
  FAR 52-217-9

  	
   

  	
   

  
	
  1-13

  	
   

  	
  Acquisition of Real Property (APR 1984)

  	
   

  	
  DEAR 952-217-70

  	
   

  	
   

  
	
  1-14

  	
   

  	
  Labor Surplus Area Subcontracting Program
  (APR 1984)

  	
   

  	
  FAR 52-220-4

  	
   

  	
  Applies only if this agreement may exceed
  $500,000

  
	
  1-15

  	
   

  	
  Environment, Safety and Health
  (Government-Owned or Leased)

  	
   

  	
   

  	
   

  	
  DOE shall not mean Bechtel in the 1st
  sentence of Acquisition of ¶ a. and Acquisition of Acquisition of ¶ b. and d.

  
	
  1-16

  	
   

  	
  Environmental Protection

  	
   

  	
   

  	
   

  	
  DOE shall not mean Bechtel

  
	
  1-17

  	
   

  	
  Permits and Licenses

  	
   

  	
   

  	
   

  	
  DOE shall not mean Bechtel

  
	
  1-18

  	
   

  	
  Preservation of Individual Occupational
  Radiation Exposure Records (APR 1984)

  	
   

  	
  DEAR 952-223-75

  	
   

  	
  DOE shall mean “Bechtel and DOE” when first
  stated in the 1st sentence

  
	
  1-19

  	
   

  	
  Privacy Act (Deviation) (APR 1984)

  	
   

  	
  FAR 52-224-2

  	
   

  	
   

  
	
  1-20

  	
   

  	
  Buy American Act-Supplies (JAN 1989)

  	
   

  	
  FAR 52-225-3

  	
   

  	
  Government shall not mean Bechtel

  
	
  1-21

  	
   

  	
  Restrictions on Certain Foreign Purchases
  (APR 1991)

  	
   

  	
  FAR 52-225-11

  	
   

  	
   

  
	
  1-22

  	
   

  	
  Disclosure and Consistency of Accounting
  Practices (AUG 1992)

  	
   

  	
  FAR 52-230-3

  	
   

  	
  Government shall not mean Bechtel

  
	
  1-23

  	
   

  	
  Consistency in Cost Accounting Practices
  (AUG 1992)

  	
   

  	
  FAR 52-230-4

  	
   

  	
   

  
	
  1-24

  	
   

  	
  Limitation on Withholding of Payments
  (Deviation

  	
   

  	
  FAR 52-232-9

  	
   

  	
   

  



 


54





















 


	
   

  	
   

  	
  (APR 1984)

  	
   

  	
   

  	
   

  	
   

  
	
  1-25

  	
   

  	
  Protection of Government Buildings,
  Equipment, and Vegetation (APR 1984)

  	
   

  	
  FAR 52-237-2

  	
   

  	
  Government shall not mean Bechtel

  
	
  1-26

  	
   

  	
  Continuity of Services (JAN 1991)

  	
   

  	
  FAR 52-237-3

  	
   

  	
  Government shall not mean Bechtel when
  first stated in the 1st sentence of ¶ a.

  
	
  1-27

  	
   

  	
  Bankruptcy (APR 1991)

  	
   

  	
  FAR 52-242-13

  	
   

  	
  Government shall not mean Bechtel

  
	
  1-28

  	
   

  	
  Nuclear Hazards Indemnity Agreement (NOV
  1991)

  	
   

  	
  DEAR 952-250-70

  	
   

  	
  DOE and Government shall not mean Bechtel

  
	
  1-29

  	
   

  	
  Government Supply Sources (APR 1984)

  	
   

  	
  FAR 52-251-1

  	
   

  	
  Government shall not mean Bechtel

  
	
  1-30

  	
   

  	
  Interagency Fleet Management System
  Vehicles and Related Services (JAN 1991)

  	
   

  	
  FAR 52-251-2

  	
   

  	
   

  
	
  1-32

  	
   

  	
  Insurance

  	
   

  	
   

  	
   

  	
  Government shall not mean Bechtel

  
	
  1-33

  	
   

  	
  Procurement of Construction (JUN 1991)

  	
   

  	
   

  	
   

  	
   

  
	
  1-34

  	
   

  	
  Procurement of Architect-Engineer Services

  	
   

  	
   

  	
   

  	
  Deleted in its entirety

  
	
  1-35

  	
   

  	
  Workers Compensation

  	
   

  	
   

  	
   

  	
  DOE shall not mean Bechtel in ¶ a.1.

  
	
  1-36

  	
   

  	
  Changes (Deviation) (APR 1984)

  	
   

  	
  DEAR 970-5204-11

  	
   

  	
   

  
	
  1-37

  	
   

  	
  Contractor’s Organization (Deviation) (APR
  1984)

  	
   

  	
  DEAR 970-5204-12

  	
   

  	
   

  
	
  1-38

  	
   

  	
  Contractor Purchasing System (OCT 1990)

  	
   

  	
  DEAR 970-5204-22

  	
   

  	
  Deleted in its entirety

  
	
  1-39

  	
   

  	
  Taxes (APR 1984)

  	
   

  	
  DEAR 970-5204-23

  	
   

  	
  Government shall not mean Bechtel

  
	
  1-40

  	
   

  	
  Nuclear Safety (APR 1984)

  	
   

  	
  DEAR 970-5204-26

  	
   

  	
  DOE shall not mean Bechtel in b. and c.1.

  
	
  1-41

  	
   

  	
  Assignment (APR 1984)

  	
   

  	
  DEAR 970-5204-28

  	
   

  	
   

  
	
  1-42

  	
   

  	
  Other Government Contractors (APR 1984)

  	
   

  	
  DEAR 970-5204-43

  	
   

  	
  Government shall not mean Bechtel in the
  last sentence

  
	
  1-43

  	
   

  	
  Termination (Deviation) (APR 1991)

  	
   

  	
  DEAR 970-5204-45

  	
   

  	
   

  
	
  1-44

  	
   

  	
  Technology Transfer

  	
   

  	
   

  	
   

  	
   

  
	
  1-45

  	
   

  	
  Rights in Data – Technology Transfer
  Activities

  	
   

  	
   

  	
   

  	
   

  
	
  1-46

  	
   

  	
  Prompt Payment (SEP 1992)

  	
   

  	
  FAR 52-232-25

  	
   

  	
   

  
	
  1-47

  	
   

  	
  Intellectual Property Indemnity (JUN 1979)

  	
   

  	
  DOE PR 9-9.103-3

  	
   

  	
  Government shall mean “Bechtel and the
  Government” when first stated in ¶ a. and ¶ b.

  Government shall not mean Bechtel when last stated in ¶ a.

  
	
  1-48

  	
   

  	
  Classified Inventions (JUN 1979)

  	
   

  	
  DOE PR 9-9.106

  	
   

  	
   

  
	
  1-49

  	
   

  	
  Facilities License* (Deviation) (APR 1984)

  	
   

  	
  DOE PR 9-9.107-5(H)

  	
   

  	
  Government shall not mean Bechtel

  
	
  1-50

  	
   

  	
  Limitation on Assigned Subcontracts to
  Bechtel

  	
   

  	
   

  	
   

  	
   

  
	
  1-51

  	
   

  	
  Use of Analytical Laboratories

  	
   

  	
   

  	
   

  	
   

  
	
  1-52

  	
   

  	
  Disputes

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Definitions (SEP 1985)

  	
   

  	
  DEAR 952-202-1

  	
   

  	
   

  
	
  2

  	
   

  	
  Officials Not to Benefit (APR 1984)

  	
   

  	
  FAR 52-203-1

  	
   

  	
   

  
	
  3

  	
   

  	
  Gratuities (APR 1984)

  	
   

  	
  FAR 52-203-3

  	
   

  	
   

  
	
  4

  	
   

  	
  Covenant Against Contingent Fees (APR 1984)

  	
   

  	
  FAR 52-203-5

  	
   

  	
  Government shall not mean Bechtel in ¶ (b)

  
	
  5

  	
   

  	
  Restrictions on Subcontractor Sales to the
  Government (JUL 1985)

  	
   

  	
  FAR 52-203-6

  	
   

  	
  Government shall not mean Bechtel in ¶ (a)

  
	
  6

  	
   

  	
  Anti-Kickback Procedures (OCT 1988)

  	
   

  	
  FAR 52-203-7

  	
   

  	
  Delete ¶ (c)(1)

  
	
  7

  	
   

  	
  Limitations on Payments to Influence
  Certain Federal Transactions (JAN 1990)

  	
   

  	
  FAR 52-203-12

  	
   

  	
  Government and Contracting Officer shall
  not mean Bechtel

  
	
  8

  	
   

  	
  Requirement for Certificate of Procurement
  Integrity-Modification (NOV 1990)

  	
   

  	
  FAR 52-203-9

  	
   

  	
   

  
	
  9

  	
   

  	
  Price or Fee Adjustment fro Illegal or
  Improper Activity (SEP 1990)

  	
   

  	
  FAR 52-203-10

  	
   

  	
   

  
	
  10

  	
   

  	
  Printing (APR 1984)

  	
   

  	
  DEAR 952-206-70

  	
   

  	
   

  
	
  11

  	
   

  	
  Protecting The Government’s Interest when
  Subcontracting with Contractors Debarred, Suspended, or Proposed for
  Debarment (NOV 1992)

  	
   

  	
  FAR 52-209-6

  	
   

  	
  Government shall not mean Bechtel

  
	
  12

  	
   

  	
  Stop-Work Order-Alternate I (APR 1984)

  	
   

  	
  FAR 52-212-13

  	
   

  	
   

  
	
  13

  	
   

  	
  Uniform Reporting System (MAY 1987)

  	
   

  	
  DEAR 952-212-72

  	
   

  	
  Deleted in its entirety

  
	
  14

  	
   

  	
  Examination of Records by Comptroller (APR
  1984)

  	
   

  	
  FAR 52-215-1

  	
   

  	
   

  
	
  15

  	
   

  	
  Audit-Negotiation (DEC 1989)

  	
   

  	
  FAR 52-215-2

  	
   

  	
  Delete the statement “who are employees of
  the Government” in ¶ (b) and (c)

  Government shall not mean Bechtel in ¶ (a)

  
	
  16

  	
   

  	
  Price Reduction for Defective Cost or
  Pricing Data (JAN 1991)

  	
   

  	
  FAR 52-215-22

  	
   

  	
  Applies if this Agreement is in excess of
  $100,000 and Cost or Pricing Data was initially required

  
	
  17

  	
   

  	
  Price Reduction for Defective Cost or
  Pricing Date-Modification (DEC 1991)

  	
   

  	
  FAR 52-215-23

  	
   

  	
  Applies if Cost or Pricing Data were not
  initially required

  
	
  18

  	
   

  	
  Subcontractor Cost or Pricing Data (DEC
  1991)

  	
   

  	
  FAR 52-215-24

  	
   

  	
  Applies if FAR 52-215-22 applies

  
	
  19

  	
   

  	
  Subcontractor Cost or Pricing
  Data-Modifications (DEC 1991)

  	
   

  	
  FAR 52-215-25

  	
   

  	
  Applies if FAR 52-215-23 applies

  
	
  20

  	
   

  	
  Integrity of Unit Prices Basic and
  Alternate I (APR 1991)

  	
   

  	
  FAR 52-215-26 And 26 Alternate I

  	
   

  	
   

  
	
  21

  	
   

  	
  Termination of Defined Benefit Pension
  Plans (SEP 1989)

  	
   

  	
  FAR 52-215-27

  	
   

  	
   

  



 


55





















 


	
  22

  	
   

  	
  Facilities Capital Cost of Money (SEP 1987)

  	
   

  	
  FAR 52-215-30

  	
   

  	
   

  
	
  23

  	
   

  	
  Waiver of Facilities Capital Cost of Money
  (SEP 1987)

  	
   

  	
  FAR 52-215-31

  	
   

  	
   

  
	
  24

  	
   

  	
  Order of Precedence (JAN 1986)

  	
   

  	
  FAR 52-215-33

  	
   

  	
  Deleted in its entirety

  
	
  25

  	
   

  	
  Allowable Cost and Payment (APR 1984)

  	
   

  	
  DEAR 952-216-7 Alternate I and II

  	
   

  	
  Deleted in its entirety

  
	
  26

  	
   

  	
  Fixed Fee (APR 1984)

  	
   

  	
  FAR 52-216-8

  	
   

  	
  Deleted in its entirety

  
	
  27

  	
   

  	
  Cost Contract-No Fee (APR 1984)

  	
   

  	
  FAR 52-216-11

  	
   

  	
  Deleted in its entirety

  
	
  28

  	
   

  	
  Acquisition of Real Property (APR 1984)

  	
   

  	
  DEAR 952-217-70

  	
   

  	
  Government shall not mean Bechtel

  
	
  29

  	
   

  	
  Utilization of Small Business Concerns and
  Small Disadvantaged Business Concerns (FEB 1990)

  	
   

  	
  FAR 52-219-8

  	
   

  	
  Applicable to Agreements over $10,000

  
	
  30

  	
   

  	
  Small Business and Small Disadvantaged
  Business Subcontracting Plan (JAN 1991)

  	
   

  	
  FAR 52-219-9

  	
   

  	
  Applies only if this Agreement exceeds
  $500,000. Subcontractor shall adopt a Subcontracting Plan in consonance with
  this clause\

  
	
  31

  	
   

  	
  Utilization of Women-Owned Small Businesses
  (AUG 1986)

  	
   

  	
  FAR 52-216-13

  	
   

  	
   

  
	
  32

  	
   

  	
  Liquidated Damages-Small Business
  Subcontracting Plan (Aug 1989)

  	
   

  	
  FAR 52-219-16

  	
   

  	
   

  
	
  33

  	
   

  	
  Utilization of Labor Surplus Area Concerns
  (APR 1984)

  	
   

  	
  FAR 52-220-3

  	
   

  	
   

  
	
  34

  	
   

  	
  Notice to The Government of Labor Disputes
  (APR 1984)

  	
   

  	
  FAR 52-222-1

  	
   

  	
   

  
	
  35

  	
   

  	
  Payment for Overtime Premiums (JUL 1990)

  	
   

  	
  FAR 52-222-2

  	
   

  	
  Government shall not mean Bechtel

  
	
  36

  	
   

  	
  Convict Labor (APR 1984)

  	
   

  	
  FAR 52-222-3

  	
   

  	
   

  
	
  37

  	
   

  	
  Contract Work Hours and Safety Standards
  Act-Overtime Compensation (MAR 1986)

  	
   

  	
  FAR 52-222-4

  	
   

  	
   

  
	
  38

  	
   

  	
  Notification of Employee Rights Concerning
  Payment of Union Dues or Fees (MAY 1992)

  	
   

  	
  FAR 52-222-18

  	
   

  	
   

  
	
  39

  	
   

  	
  Equal Opportunity (APR 1984)

  	
   

  	
  FAR 52-222-26

  	
   

  	
  Delete ¶ (a) and (c)

  
	
  40

  	
   

  	
  Equal Opportunity Preaward Clearance of
  Subcontracts (APR 1984)

  	
   

  	
  FAR 52-222-28

  	
   

  	
  Applies only if this Agreement is $1
  million or more

  
	
  41

  	
   

  	
  Affirmative Action for Special Disabled and
  Vietnam Era Veterans (APR 1984)

  	
   

  	
  FAR 52-222-35

  	
   

  	
   

  
	
  42

  	
   

  	
  Affirmative Action for Handicapped Workers
  (APR 1984)

  	
   

  	
  FAR 52-222-36

  	
   

  	
  Applies only if this Agreement is in excess
  of $2,500

  
	
  43

  	
   

  	
  Employment Reports on Special Disabled
  Veterans and Veterans of the Vietnam Era (JAN 1988)

  	
   

  	
  FAR 52-222-37

  	
   

  	
  Applies only if this Agreement is $10,000
  or more

  
	
  44

  	
   

  	
  Service Contract Act of 1965 As Amended (MAY 1989)

  	
   

  	
  FAR 52-222-41

  	
   

  	
   

  
	
  45

  	
   

  	
  Statement of Equivalent Rates for Federal
  Hires (MAY 1989)

  	
   

  	
  FAR 52-222-42

  	
   

  	
   

  
	
  46

  	
   

  	
  Clean Air and Water (APR 1984)

  	
   

  	
  FAR 52-223-2

  	
   

  	
  Applies if this Agreement is for $100,000
  or more or if a facility to be used has been the subject of a conviction
  under the Clean Air Act or Federal Water Pollution Control Act

  
	
  47

  	
   

  	
  Drug-Free Workplace (JUL 1990)

  	
   

  	
  FAR 52-223-6

  	
   

  	
  Government shall mean “Bechtel and the
  Government” in ¶ (d)

  
	
  48

  	
   

  	
  Paperwork Reduction Act (APR 1984)

  	
   

  	
  DEAR 952-224-70

  	
   

  	
   

  
	
  49

  	
   

  	
  Restrictions on Certain Foreign Purchases (MAY 1992)

  	
   

  	
  FAR 52-225-11

  	
   

  	
   

  
	
  50

  	
   

  	
  Insurance Liability to Third Persons (APR
  1981)

  	
   

  	
  FAR 52-228-7

  	
   

  	
  Deleted in its entirety

  
	
  51

  	
   

  	
  Interest (JAN 1991)

  	
   

  	
  FAR 52-232-17

  	
   

  	
   

  
	
  52

  	
   

  	
  Limitation of Cost (APR 1984)

  	
   

  	
  FAR 52-232-20

  	
   

  	
   

  
	
  53

  	
   

  	
  Limitation of Funds (APR 1984)

  	
   

  	
  FAR 52-232-23

  	
   

  	
   

  
	
  54

  	
   

  	
  Assignment of Claims (JAN 1986)

  	
   

  	
  FAR 52-232-33

  	
   

  	
  Deleted in its entirety

  
	
  55

  	
   

  	
  Prompt Payment (APR 1989)

  	
   

  	
  FAR 52-232-25

  	
   

  	
  Deleted in its entirety

  
	
  56

  	
   

  	
  Electronic Funds Transfer Payment Methods
  (APR 1989)

  	
   

  	
  FAR 52-232-28

  	
   

  	
   

  
	
  57

  	
   

  	
  Disputes Alternate I (APR 1984)

  	
   

  	
  FAR 52-233-1

  	
   

  	
  Deleted. See Clause I-52

  
	
  58

  	
   

  	
  Protest After Award (AUG 1989) Alternate I
  (JUN 1985)

  	
   

  	
  FAR 52-233-3 and Alternate I

  	
   

  	
   

  
	
  59

  	
   

  	
  Key Personnel (APR 1984)

  	
   

  	
  DEAR 952-235-70

  	
   

  	
   

  
	
  60

  	
   

  	
  Notice of Intent to Disallow Costs (APR
  1984)

  	
   

  	
  FAR 52-242-1

  	
   

  	
   

  
	
  61

  	
   

  	
  Changes (Cost Reimbursement) Alternates I &
  V (AUG 1987)

  	
   

  	
  FAR 52-243-2 and Alternate I & V

  	
   

  	
  Deleted in its entirety

  
	
  62

  	
   

  	
  Subcontracts (Cost-Reimbursement and Letter
  Contracts)

  	
   

  	
  FAR 52-244-2

  	
   

  	
  Government shall mean “Bechtel and the
  Government” in ¶ (k)

  
	
  63

  	
   

  	
  Competition in Subcontracting (APR 1984)

  	
   

  	
  FAR 52-244-5

  	
   

  	
   

  
	
  64

  	
   

  	
  Government Property-Cost-Reimbursement.
  Time-

  	
   

  	
  DEAR 952-245-5

  	
   

  	
   

  



 


56





















 


	
   

  	
   

  	
  and-Material or Labor-Hour Contracts (JAN
  1986)

  	
   

  	
   

  	
   

  	
   

  
	
  65

  	
   

  	
  Government Property (Cost Reimbursement
  Time & Material or Labor Hour Contracts) Alternate I (JUL1985)

  	
   

  	
  DEAR 952-245-5

  	
   

  	
  Deleted in its entirety

  
	
  66

  	
   

  	
  Inspection of Services-Cost-Reimbursement
  (APR 1984)

  	
   

  	
  FAR 52-246-5

  	
   

  	
   

  
	
  67

  	
   

  	
  Inspection of Research and Development
  (Cost Reimbursement) Basic and Alternate I (APR 1984)

  	
   

  	
  FAR 52-246-8 and Alternate I

  	
   

  	
  Deleted in its entirety

  
	
  68

  	
   

  	
  Limitation of Liability Services (APR 1984)

  	
   

  	
  FAR 52-246-25

  	
   

  	
  Deleted in its entirety

  
	
  69

  	
   

  	
  Preference for U.S. Flag Air Carriers (APR
  1984)

  	
   

  	
  FAR 52-247-63

  	
   

  	
   

  
	
  70

  	
   

  	
  Preference for Privately Owned U.S. Flag
  Commercial Vessels (APR 1984)

  	
   

  	
  FAR 52-247-64

  	
   

  	
   

  
	
  71

  	
   

  	
  Foreign Travel (APR 1984)

  	
   

  	
  DEAR 952-247-70

  	
   

  	
   

  
	
  72

  	
   

  	
  Termination for Convenience of the
  Government (Educational and other Non-Profit Institutions) (APR 1984)

  	
   

  	
  FAR 52-249-5

  	
   

  	
  Deleted in its entirety

  
	
  73

  	
   

  	
  Termination (Cost Reimbursement) (MAY 1986)

  	
   

  	
  FAR 52-249-6

  	
   

  	
  Deleted in its entirety

  
	
  74

  	
   

  	
  Excusable Delays (APR 1984)

  	
   

  	
  FAR 52-249-14

  	
   

  	
   

  
	
  75

  	
   

  	
  Contractor Employee Travel Discounts (APR
  1989)

  	
   

  	
  DEAR 952-251-70

  	
   

  	
   

  
	
  76

  	
   

  	
  Clauses Incorporated by Reference (JUN
  1988)

  	
   

  	
  FAR 52-252-2

  	
   

  	
   

  
	
  77

  	
   

  	
  Authorization and Consent (JUN 1979)

  	
   

  	
  DOE PR 9-9-102-1

  	
   

  	
  Deleted in its entirety

  
	
  78

  	
   

  	
  Authorization and Consent (JUN 1979)

  	
   

  	
  DOE PR 9-9-102-2

  	
   

  	
  Government shall not mean Bechtel

  
	
  79

  	
   

  	
  Notice and Assistance Regarding Patent and
  Copyright Infringement (JUN 1979)

  	
   

  	
  DOE PR 9-9-104

  	
   

  	
  Government shall not mean Bechtel

  
	
  80

  	
   

  	
  Reporting of Royalties (JUN 1979)

  	
   

  	
  DOE PR 9-9-110(c)

  	
   

  	
   

  
	
  81

  	
   

  	
  Rights in Data-General with Alternates I &
  V (JUN 1967)

  	
   

  	
  FAR 52-227-14

  	
   

  	
  Deleted in its entirety

  
	
  82

  	
   

  	
  Additional Data Requirements (JUN 1987)

  	
   

  	
  FAR 52-227-16

  	
   

  	
   

  
	
  83

  	
   

  	
  Rights in Data Special Works (JUN 1987)

  	
   

  	
  FAR 52-227-17

  	
   

  	
  Deleted in its entirety

  
	
  84

  	
   

  	
  Rights to Proposal Data (Technical) (JUN
  1987)

  	
   

  	
  FAR 52-227-23

  	
   

  	
   

  
	
  85

  	
   

  	
  Patients Rights-Small Business Firms or
  Nonprofit Organizations (Other than M & Os) (APR 1987)

  	
   

  	
  DEAR 952-227-71

  	
   

  	
  Deleted in its entirety

  
	
  86

  	
   

  	
  Patient Rights-Long Form (APR 1984)

  	
   

  	
  DEAR 927-300(a)

  	
   

  	
  DOE, Government, and Contracting Officer
  shall not mean Bechtel

  41 CFR 9-9-107-5(a) or 41 CFR 9-9-107-6, as appropriate, is incorporated
  by reference as requested by ¶ (j)(2)

  
	
  87

  	
   

  	
  Patient Rights-Short Form (APR 1984)

  	
   

  	
  DEAR 927-300(a)

  	
   

  	
  Deleted in its entirety

  



 


57





















 


PART II – SECTION 1


 


CONTRACT CLAUSES


 


I-1                                  REPRINTED
CONTRACT CLAUSES FOR COST-REIMBURSEMENT SERVICE CONTRACTS (DOE SET 304) (DEC
1991)


 


The contract clauses contained in DOE Set 304, Cost-Reimbursement
Service contracts, dated Dec 1991 are located in this Section I and except
for those indicated as deleted, are hereby incorporated into and made a part of
this contract.


 


I-2                                  FAR
52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY
(DEVIATION)(SEP 1990)


 


a.                                       The
Government, at its election, may reduce the price of a fixed-price type
contract or contract modification and the total cost and fee under a cost-type
contract or contract modification by the amount of profit or fee determined as
set forth in paragraph (b) of this clause if the head of the contracting
activity or his or her designee determines that there was a violation of subsection 27(a) of
the Office of Federal Procurement Policy Act, as amended (41 U.S.C. 423), as
implemented in the FAR.  In the case of a
contract modification, the fee subject to reduction is the fee specified in the
particular contract modification at the time of execution, except as provided
in subparagraph (b)(5) of this clause.


 


b.                                      The
price or fee reduction referred to in paragraph (a) of this clause shall
be —


 


1.                                       For
cost-plus-fixed-fee contracts, the amount of the fee specified in the contract at
the time of award;


 


2.                                       For
cost-plus-incentive-fee contracts, the target fee specified in the contract at
the time of award, notwithstanding any minimum fee or “fee floor” specified in
the contract;


 


3.                                       For
cost-plus-award-fee contracts —


 


i.                                          (Deviation)
The basic fee established in the contract at the time of contract award; Section .I,
Page 2


 


ii.                                       (Deviation)
If no basic fee is specified in the contract, 30 percent of the amount of each
award fee otherwise payable to the Contractor for each award fee evaluation
period or at each award fee determination point.


 


4.                                       For
fixed-price-incentive contracts, the Government may —


 


i.                                          Reduce
the contract target price and contract target profit both by an amount equal to
the initial target profit specified in the contract at the time of contract
award; or


 


58





















 


ii.                                       If
an immediate adjustment to the contract target price and contract target profit
would have a significant adverse impact on the incentive price revision relationship
under the contract, or adversely affect the contract financing provisions, the
Contracting Officer may defer such adjustment until establishment of the total
final price of the contract.  The total
final price established in accordance with the incentive price revision
provisions of the contract shall be reduced by an amount equal to the initial
target profit specified in the contract at the time of contract award and such
reduced price shall be the total final contract price.


 


5.                                       For
firm-fixed-price contracts or contract modifications, by 10 percent of the
initial contract price; 10 percent of the contract modification price; or a
profit amount determined by the Contracting Officer from records or documents
in existence prior to the date of the contract award or modification.


 


c.                                       The
Government may, at its election, reduce a prime Contractor’s price or fee in
accordance with the procedures of paragraph (b) of this clause for
violations by its subcontractors by an amount not to exceed the amount of
profit or fee reflected in the subcontract at the time the subcontract was
first definitively priced.


 


d.                                      In
addition to the remedies in paragraphs (a) and (c) of this clause,
the Government may terminate this contract for default.  The rights and remedies of the Government
specified herein are not exclusive, and are in addition to any other rights and
remedies provided by law or under this contract.


 


I-3                                  DEAR
952.204-2 SECURITY (OCT 1987)


 


a.                                       Responsibility.   It is the contractor’s duty to safeguard all
classified information, special nuclear material, and other DOE property.  The contractor shall, in accordance with DOE
security regulations and requirements, be responsible for safeguarding all
classified information, and protecting against sabotage, espionage, loss and
theft, the ‘classified documents and material in the contractor’s possession in
connection with the performance of work under this contract.  Except as otherwise expressly provided in
this contract, the contractor shall, upon completion or termination of this
contract, transmit to DOE any classified matter in the possession of the
contractor or any person under the Contractor’s control in connection with
performance of this contract.  If
retention by the Contractor of any classified matter is required after the
completion or termination of the contract and such retention is approved by the
Contracting Officer, the Contractor will complete a certificate of possession
to be furnished to DOE specifying the classified matter to be retained.  The certification shall identify the items
and types or categories of matter retained, the conditions governing the
retention of the matter, and the period of retention, if known.  If the retention is approved by the Contracting
Officer, the security provisions of the


 


59





















 


contract will
continue to be applicable to the matter retained.  Special nuclear material will not be retained
after the completion or termination of the contract.


 


b.                                      Regulations.  The Contractor agrees to conform to all
security regulations and requirements of DOE.


 


c.                                       Definition
of classified information.  The term “classified
information” means Restricted Data, Formerly Restricted Data, or National
Security Information.


 


d.                                      Definition
of restricted data.  The term “Restricted
Data” means all data concerning (1) design, manufacture, or utilization of
atomic weapons; (2) the production of special nuclear material; or (3) the
use of special nuclear material in the production of energy, but shall not
include data declassified or removed from the Restricted Data category pursuant
to Section 142 of the Atomic Energy Act of 1954, as amended.


 


e.                                       Definition
of formerly restricted data.  The term “Formerly
Restricted Data” means all data removed from the Restricted Data category under
section 142 d. of the Atomic Energy Act of 1954, as amended.


 


f.                                         Definition
of National Security Information.  The
term “National Security Information” means any information or material,
regardless of its physical form or characteristics, that is owned by, produced
for or by, or is under the control of the United States Government, that has
been determined pursuant to Executive Order 12356 or prior Orders to require
protection against unauthorized disclosure, and which is so designated.


 


g.                                      Definition
of Special Nuclear Material (SNM).  SNM
means: (1) Plutonium, uranium enriched in the isotope 233 or in the
isotope 235, and any other material which pursuant to the provisions of Section 51
of the Atomic Energy Act of 1954, as amended, has been determined to be special
nuclear material, but does not include source material; or (2) any
material artificially enriched by any of the foregoing, but does not include
source material.


 


h.                                      Security
clearance of personnel.  The Contractor
shall not permit any individual to have access to any classified information,
except in accordance with the Atomic Energy Act of 1954, as amended, Executive
Order 12356, and the DOE’s regulations or requirements applicable to the
particular level and category of classified information to which access is
required.


 


i.                                          Criminal
liability.  It is understood that
disclosure of any classified information relating to the work or services
ordered hereunder to any person not entitled to receive it, or failure to safeguard
any classified information that may come to the contractor or any person under
the Contractor’s control in connection with work under this contract, may
subject the contractor, its agents, employees, or subcontractors to criminal
liability under the laws of the United States. 
(See the Atomic Energy Act of 1954, as amended, 42 U.S.C. 2011 et seq.;
18 U.S.C. 793 and 794; and Executive Order 12356).


 


60





















 


j.                                          Subcontracts
and purchase orders.  Except as otherwise
authorized in writing by the Contracting Officer, the Contractor shall insert
provisions similar to the foregoing in all subcontracts and purchase orders
under this contract.


 


I-4                                  DEAR
952.204-70 CLASSIFICATION (APR 19841


 


In the performance of the work under this contract, the contractor
shall ensure that an Authorized Original Classifier or Derivative Classifier
shall assign classifications to all documents, material, and equipment
originated or generated under the contract in accordance with classification
regulations and guidance furnished to the contractor by the DOE.  Every subcontract and purchase order issued
hereunder involving the origination or generation o classified documents,
material, or equipment shall include a provision to the effect that in the
performance of such subcontract or purchase order, the subcontractor or
supplier shall ensure that an Authorized Original Classifier or Derivative
Classifier shall assign classifications to all such documents, materials, and
equipment in accordance with classification regulations and guidance furnished
to such subcontractor or supplier by the contractor.


 


I-5                                  DEAR
952.204-74 FOREIGN OWNERSHIP, CONTROL, OR INFLUENCE OVER CONTRACTOR (APR 1984)


 


a.                                       For
purposes of this clause, a foreign interest is defined as any of the following:


 


1.                                       A
foreign government or foreign government agency;


 


2.                                       Any
form of business enterprise organized under the laws of any country other than
the United States or its possessions;


 


3.                                       Any
form of business enterprise organized or incorporated under the laws of the
U.S., or a State or other jurisdiction within the U.S., which is owned,
controlled, or influenced by a foreign government, agency, firm, corporation or
person; or


 


4.                                       Any
person who is not a U.S. citizen.


 


b.                                      Foreign
ownership, control, or influence (FOCI) means the situation where the degree of
ownership, control, or influence over a contractor by a foreign interest is
such that a reasonable basis exists for concluding that compromise of
classified information, special nuclear material as defined in 10 CFR Part 710,
may result.


 


c.                                       For
purposes of this clause, subcontractor means any subcontractor at any tier and
the term “Contracting Officer” shall mean DOE Contracting Officer.  When this clause is included in a
subcontract, the term “Contractor” shall mean subcontractor and the term “contract”
shall mean subcontract.


 


d.                                      The
Contractor shall immediately provide the Contracting Officer written notice of
any changes in the extent and nature of FOCI over the contractor which would
affect the answers to the questions presented in DEAR 952.204-73.  Further,


 


61





















 


notice of
changes in ownership or control which are required to be reported to the
Securities and Exchange Commission, the Federal Trade Commission, or the
Department of Justice shall also be furnished concurrently to the Contracting
Officer.


 


e.                                       In
those cases where a Contractor has changes involving FOCI, the DOE must
determine whether the changes will pose an undue risk to the common defense and
security.  In making this determination,
the Contracting Officer shall consider proposals made by the Contractor to
avoid or mitigate foreign influences.


 


f.                                         If
the Contracting Officer at any time determines that the Contractor is, or is
potentially, subject to FOCI, the Contractor shall comply with such
instructions as the Contracting Officer shall provide in writing to safeguard
any classified information or significant quantity of special nuclear material.


 


g.                                      The
Contractor agrees to insert terms that conform substantially to the language of
this clause including this paragraph (g) in all subcontracts under this
contract that will require access to classified information or a significant
quantity of special nuclear material. 
Additionally, the Contractor shall require such subcontractors to submit
a completed certification required in DEAR 952.204—73 prior to award of a
subcontract.  Information to be provided
by a subcontractor pursuant to this clause may be submitted directly to the
Contracting Officer.


 


h.                                      Information
submitted by the Contractor or any affected subcontractor as required pursuant
to this clause shall be treated by DOE to the extent permitted by law, as
business or financial information submitted in confidence to be used solely for
purposes of evaluating FOCI.


 


i.                                          The
requirements of this clause are in addition to the requirement that a
Contractor obtain and retain the security clearances required by the
contract.  This clause shall not operate
as a limitation on DOE’s rights, including its rights to terminate this
contract.


 


j.                                          The
Contracting Officer may terminate this contract for default either if the
Contractor fails to meet obligations imposed by this clause, e.g., provide the
information required by this clause, comply with the Contracting Officer’s
instructions about safeguarding classified information or make this clause
applicable to subcontractors, or, if in the Contracting Officer’s judgment, the
Contractor creates an FOCI situation in order to avoid performance or a
termination for default.  The Contracting
Officer may terminate this contract for convenience if the Contractor becomes
subject to FOCI and for reasons other than avoidance of performance of the
contract, cannot, or chooses not to, avoid or mitigate the FOCI problem.


 


62





















 


I-6                                  FAR
52.208—1 REQUIRED SOURCES FOR JEWEL BEARINGS AND RELATED ITEMS (APR 1984)


 


a.                                       This
clause applies only if supplies furnished under this contract contain jewel
bearings or related items.


 


b.                                      “Jewel
bearing,” as used in this clause, means a piece of synthetic corundum (sapphire
or ruby) of any shape, except a phonograph needle, that has one or more
polished surfaces to provide supporting surfaces or low-friction contact areas
for revolving, oscillating, or sliding parts in an instrument, mechanism,
subassembly, or part.  A jewel bearing
may be unmounted or may be mounted into a ring or bushing.  Examples are watch holes-olive, watch
hole-straight, pallet stones, roller jewels (jewel pins), endstones (caps), vee
(cone) jewels, instrument rings, cups, and double cups.


 


“Plant,” as
used in this clause, means the Government- owned, Contractor-operated William
Langer Plant, Rolla, North Dakota 58367 (Phone: 701-477-3193).


 


“Price list,”
as used in this clause, means the U.S. Government Jewel Bearing Price List,
published periodically by the General Services Administration for jewel
bearings produced by the Plant.


 


“Related item,”
as used in this clause, means a piece of synthetic corundum (sapphire or ruby),
other than a jewel bearing, that (1) is made from material produced by the
Verneuil flame fusion process, (2) has a geometric shape up to a maximum
of 1 inch in any dimension, (3) requires extremely close tolerances and
highly polished surfaces identical to those involved in manufacturing jewel
bearings, and (4) is either mounted in a retaining or supporting structure
or unmounted.  Examples are window,
nozzle, guide, knife edge, knife edge plate, insulator domed pin, slotted
insulator, sphere, ring gauge, spacer, disc, valve seat, rod, vee groove,
D-shaped insulator, and notched plate.


 


c.                                       All
jewel bearings and related items required for the supplies to be furnished
under this contract (or an equal quantity of the same type, site, and
tolerances) shall be acquired from the following sources: jewel bearings from
the Plant, unless the Plant declines or rejects the order; and related items
from domestic manufacturers, including the Plant, if the items can be obtained
from those sources.  Sources other than
the foregoing may be used if the foregoing sources decline or reject the order.


 


1.                                       Orders
may be placed with the Plant for individual contracts, for a combination of
contracts, or for stock.  If the order is
for an individual contract, the prime contract number shall be placed on it.


 


2.                                       Orders,
and any supplements to orders, for items listed in the price list shall refer
to the most recent price list and its date.


 


3.                                       Requests
for quotations for items not listed in the price list should be accompanied by
drawings and forwarded to the Plant as soon as possible to ensure prompt
quotation or rejection of the
order.


 


63





















 


d.                                      At
its option, the Plant may decline or reject all or part of a Contractor’s or
subcontractor’s order.  If the order is
declined or rejected, the Contractor shall notify the contract administration
office cognizant of this contract promptly in writing, enclosing a copy of the
rejection notice.  Unless the declination
or rejection has been caused by current excessive and overdue Contractor
indebtedness to the Plant as determined by the Plant, the contracting officer
shall evaluate the impact and make an equitable adjustment in the contract
price, in the delivery schedule, or in both, if one is warranted.  This procedure shall also apply to orders for
related items rejected by any other domestic manufacturer.


 


e.                                       The
Contractor agrees to insert this clause, including this paragraph (e), and the
prime contract number in every subcontract unless the Contractor has positive
knowledge that the subassembly, component, or part being purchased does not
contain jewel bearings or related items.


 


I-7                                  DEAR
952.209—72 ORGANIZATIONAL CONFLICTS OF INTEREST—SPECIAL CLAUSE (NOV 1987)


 


a.                                       Purpose.  The primary purpose of this clause is to aid
in ensuring that the Contractor (1) is not biased because of its past,
present, or currently planned interests (financial, contractual,
organizational, or otherwise) which relate to the work under this contract, and
(2) does not obtain any unfair competitive advantage over other parties by
virtue of its performance of this contract.


 


b.                                      Scope.  The restrictions described herein shall apply
to performance or participation by the Contractor and any of its affiliates or
their successors in interest (hereinafter collectively referred to as “Contractor”)
in the activities covered by this clause as a prime Contractor, subcontractor,
cosponsor, joint venturer, consultant, or in any similar capacity.


 


1.                                       Technical
consulting and management support services.


 


i.                                          The
Contractor shall be ineligible to participate in any capacity in Department
contracts, subcontracts, or proposals therefor (solicited or unsolicited) which
stem directly from the Contractor’s performance of work under this
contract.  Furthermore, unless so
directed in writing by the Contracting Officer, the Contractor shall not
perform any technical consulting or management support services work under this
contract on any of its products or services or the products or services of
another firm if the Contractor is or has been substantially involved in their
development or marketing.  Nothing in
this subparagraph shall preclude the Contractor from competing for follow-on
contracts for technical consulting and management support services.


 


ii.                                       If
the Contractor under this contract prepares a complete or essentially complete
statement of work or specifications to be used


 


64





















 


in competitive procurements, the Contractor
shall be ineligible to perform or participate in any capacity in any
contractual effort which is based on such statement of work or
specifications.  The Contractor shall not
incorporate its products or services in such statement of work or
specifications unless so directed in writing by the Contracting Officer, in
which case the restriction in this subparagraph shall not apply.


 


iii.                                    Nothing
in this paragraph shall preclude the Contractor from offering or selling its
standard commercial items to the Government.


 


2.                                       Access
to and use of information.


 


i.                                          If
the Contractor, in the performance of this contract, obtains access to
information, such as Department plans, policies, reports, studies, financial
plans, internal data protected by the Privacy Act of 1974 (Pub. L. 93-579), or
data which has not been released or otherwise made available to the public, the
Contractor agrees that without prior written approval of the contracting
officer it shall not: (a) use such information for any private purpose
unless the information has been released or otherwise made available to the
public; (b) compete for work for the Department based on such information
for a period of six (6) months after either the completion of this
contract or until such information is released or otherwise made available to
the public, whichever is first; (c) submit an unsolicited proposal to the
Government which is based on such information until one year after such
information is released or otherwise made available to the public; and (d) release
such information unless such information has previously been released or
otherwise made available to the public by the Department.


 


ii.                                       In
addition, the Contractor agrees that to the extent it receives or is given
access to proprietary data, data protected by the Privacy Act of 1974 (Pub. L.
93-579), or other confidential or privileged technical, business, or financial
information under this contract, it shall treat such information in accordance
with any restrictions imposed on such information.


 


iii.                                    The
Contractor shall have, subject to patent, data, and security clauses of this
contract, the right to use technical data it first produces under this contract
for its private purpose consistent with the Rights in Data provisions of this
contract.


 


c.                                       Disclosure
after award.


 


65





















 


1.                                       The
Contractor agrees that if after award it discovers an organizational conflict
of interest with respect to this contract, an immediate and full disclosure
shall be made in writing to the contracting officer which shall include a
description of the action which the Contractor has taken or proposes to take to
avoid or mitigate such conflicts.  The
Department may, however, terminate the contract for convenience if it deems
such termination to be in the best interests of the Government.


 


2.                                       In
the event that the Contractor was aware of an organizational conflict of
interest prior to the award of this contract and did not disclose the conflict
to the Contracting Officer, the Department may terminate the contract for
default.


 


d.                                      Subcontracts.


 


1.                                       The
Contractor shall include this Clause, including this paragraph, in subcontracts
of any tier which involve performance or work of the type specified in
(b)(1)above or access to information of the type covered in (b)(2) above.  The terms “contract”, “Contractor” and “Contracting
Officer” shall be appropriately modified to preserve the Government’s rights.


 


2.                                       If
a subcontract is to be issued for evaluation services or activities, technical
consulting or management support services work as defined at DEAR 909.570, the
Contractor shall obtain for the Department a disclosure statement or
representation, in accordance with DOE regulations in effect at the time, from
each intended subcontractor or consultant. 
The Contractor shall not enter into any subcontract nor engage any
consultant unless the Contracting Officer shall have first notified the
Contractor that there is little or no likelihood that an organizational
conflict of interest exists or that despite the existence of a conflict of
interest the award is in the best interest of the Government.


 


e.                                       Remedies.  For breach of any of the above restrictions
or for nondisclosure or misrepresentation of any relevant facts required to be
disclosed concerning this contract, the Government may terminate the contract
for default, disqualify the Contractor for subsequent related contractual
efforts and pursue such other remedies as may be permitted by law or this
contract.


 


f.                                         Waiver.  Requests for waiver under this clause shall
be directed in writing to the Contracting Officer and shall include a full
description of the requested waiver and the reasons in support thereof.  If it is determined to be in the best
interests of the Government, the Contracting Officer shall grant such a waiver
in writing.


 


g.                                      Modifications.
Prior to a contract modification when the statement of work is modified to add
new work, the period of performance is significantly increased, or the parties
to the contract are changed, the Department will request and the


 


66





















 


Contractor is
required to submit either an organizational conflict of interest disclosure or
representation or an update of the previously submitted disclosure or
representation.


 


I-8                                  DEAR
952-212.73 COST AND SCHEDULE CONTROL SYSTEMS (SEP 1991)


 


a.                                       In
the performance of this contract, the Contractor shall establish, maintain, and
use cost and schedule control systems (management control systems) meeting
the criteria set forth in the contract and as described in detail in “Cost and Schedule Control
Systems Criteria for Contract Performance Measurement-Implementation Guide,”
annexed hereto and hereinafter referred to as the “Guide.” Prior to acceptance
by the contracting officer and within TBD calendar days after contract award,
the Contractor shall be prepared to demonstrate systems operation to the
Government to verify that the proposed systems meet the designated criteria. As
a part of the review procedures, the Contractor shall furnish the Government a
description of the cost and schedule control systems applicable to this
contract in such form and detail as indicated by the Guide, or as required by
the contracting officer. The Contractor agrees to provide access to all
pertinent records, data, and plans as requested by representatives of the
Government for the conduct of systems review.


 


b.                                      The
description of the management control systems accepted by the contracting
officer, identified by title and date, shall be referenced in the contract.
Such systems shall be maintained and used by the Contractor in the performance
of this contract.


 


c.                                       Contractor
changes to the reviewed systems shall be submitted for review and approval as
required by the Contracting Officer. When contracting officer approval is
required, the contracting officer shall advise the Contractor of the
acceptability of such changes within sixty (60) days after receipt from the
Contractor. When systems existing at the time of contract award do not comply
with the designated criteria, adjustments necessary to assure compliance will
be made at no change in contract price or fee.


 


d.                                      The
Contractor agrees to provide access to all pertinent records and data requested
by the contracting officer, or duly authorized representative, for the purpose
of permitting Government surveillance to insure continuing application of the
accepted systems to this contract. Deviations from the systems description
identified during contract performance shall be corrected as directed by the
contracting officer.


 


e.                                       The
Contractor shall require that each selected subcontractor, as mutually agreed
to between the Government and the Contractor and as set forth in the schedule of
this contract, meet the criteria for cost and schedule control systems as
set forth in subcontract and shall incorporate in all such subcontracts
adequate provisions for review and surveillance of subcontractor’s systems to
be carried out by the prime


 


67





















 


Contractor, or
by the Government when requested by either the prime or subcontractor.


 


I-9                                  ORDER
OF PRECEDENCE


 


Any inconsistency in this solicitation or contract shall be resolved by
giving precedence in the following order: (a) the Statement of Work; (b) the
schedule; (c) contract clauses and; (d) other documents, exhibits,
and attachments. In the event of an inconsistency between or among contract
clauses directly dealing with cost allowability issues specific provisions of
this contract will take precedence over 31 applicable to the Contract.


 


I-10                            FAR
52.215-39 REVERSION OR ADJUSTMENT OF PLANS FOR POST-RETIREMENT BENEFITS OTHER
THAN PENSIONS (PRB) (JUL 1991)


 


The Contractor shall promptly notify the Contracting Officer in writing
when it determines that it will terminate or reduce a PRB plan. If the PRB fund
assets revert, or inure, to the Contractor or are constructively received by it
under a plan termination or otherwise, the
Contractor shall make a refund or
give a credit to the Government for its equitable share as required by FAR
31.205-6(o)(5). The Contractor shall include the substance of this clause in
all subcontracts under this contract which meet the applicability requirements
of FAR 15.804-8(f). The resulting adjustment to prior years’ PRB costs will be
determined and applied in accordance with FAR 31.205-6(c).


 


I-11                            DEAR
952.216-7 ALLOWABLE COST AND PAYMENT (DEVIATION)(APR 1984) AND ALTERNATES I AND
II


 


a.                                       Invoicing.
(Deviation) The Government shall make payments to the Contractor within thirty days
of receipt of the invoice/voucher, in amounts determined to be allowable by the
Contracting Officer in accordance with the clause entitled “Insurance” and
Subpart 31 of the Federal Acquisition Regulation (FAR) as supplemented by
Subpart 931 of the Department of Energy Acquisition Regulation (DEAR), in
effect on the date of this contract and the terms of this contract. The
Contractor may submit to an authorized representative of the Contracting
Officer, in such form and reasonable detail as the representative may require,
an invoice or voucher supported by a statement of the claimed allowable cost
for performing this contract.


 


b.                                      Reimbursing
costs.   (Deviation)


 


1.                                       For
the purpose of reimbursing allowable costs (except as provided in subparagraph (2) below,
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, the
Contractor has paid by cash, check, or other form of actual payment for items
or services purchased directly for the contract;


 


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ii.                                       When
the Contractor is not delinquent in paying costs of contract performance in the
ordinary course of business, costs incurred, but not necessarily paid, for—


 


A.                                   Materials
issued from the Contractor’s inventory and placed in the production process for
use on the contract;


 


B.                                     Direct
labor;


 


C.                                     Direct
travel;


 


D.                                    Other
direct in-house costs; and


 


E.                                      Properly
allocable and allowable indirect costs, as shown in the records maintained by
the Contractor for purposes of obtaining reimbursement under Government
contracts; and


 


iii. The
amount of progress payments that have been paid to the Contractor’s
subcontractors under similar cost standards.


 


iv.                                   (Deviation)
Environmental Costs.


 


A.                                   Environmental
costs are those costs incurred by the Contractor for the primary purpose of
preventing pollution; properly handling, transporting, treating, storing, or
disposing of wastes or other materials generated by operations or activities
under the Contract; complying with federal, state, or local environmental laws
and regulations; and correcting past environmental damage caused by the
activity or inactivity of this Contractor under this contract.


 


B.                                     Environmental
costs that are determined reasonable and allocable under Subpart 31.2 of the
FAR and that are generated by current operations or activities under this
contract, except those resulting from violation of law or regulation, are
allowable.


 


C.                                     Environmental
costs incurred under this contract by the Contractor to remedy damage caused by
the Contractor’s past activities or inactivity, or for which it has been
administratively or judicially determined to be liable (including where a
settlement or consent decree has been issued) are presumed to be unallowable if
DOE was not responsible for such damage. For such costs to be considered
allowable, they must be determined reasonable and allocable in accordance with
FAR 31 and the Contractor must demonstrate to the Contracting Officer that it:


 


69





















 


1.                                       Was
performing the contract at the time the conditions requiring clean-up were
created and performance of this contract contributed to the creation of the
conditions requiring clean-up;


 


2.                                       Was
conducting its activities or operations prudently at the time the conditions
requiring clean-up were created, in accordance with then-accepted standard
industry practices for environmental hazard prevention, and in compliance with
all then-existing environmental laws, permits, compliance agreements and
regulations;


 


3.                                       Acted
promptly and reasonably to prevent and minimize the damage and costs associated
with remedying the damage; and


 


4.                                       Demonstrates
that it has exhausted or is diligently pursuing all available legal and  contributory
(e.g., insurance or indemnification) sources to defray the clean-up costs.
If the Contractor subsequently obtains funds as a result of legal action or
other contributory source, it shall refund or credit the Government in
accordance with FAR 31.201-5.


 


2.                                       Contractor
contributions to any pension, profit-sharing, or employee stock ownership plan
funds that are paid quarterly or more often may be included in indirect costs
for payment purposes; provided, that the Contractor pays the contribution to
the fund within 30 days after the close of the period covered. Payments made 30
days or more after the close of a period shall not be included until the
Contractor actually makes the payment. Accrued costs for such contributions
that are paid less often than quarterly shall be excluded from indirect costs
for payment purposes until the Contractor actually makes the payment.


 


3.                                       Notwithstanding
the audit and adjustment of invoices or vouchers under paragraph (g) below;
allowable indirect costs under this contract shall be obtained by applying
indirect cost rates established in accordance with paragraph (d) below.


 


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


 


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c.                                       Small
business concerns. A small business concern may be paid more often than every 2
weeks and may invoice and be paid for recorded costs for items or services
purchased directly for the contract, even though the concern has not yet paid
for those items or services.


 


d.                                      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.                                       The
Contractor shall, within 90 days after the expiration of each of its fiscal
years, or by a later date approved by the Contracting Officer, submit to the
cognizant Contracting Officer responsible for negotiating its final indirect
cost rates and, if required by agency procedures, to the cognizant audit
activity proposed final indirect cost rates for that period and supporting cost
data specifying the contract and/or subcontract to which the rates apply. The
proposed rates shall be based on the contractor’s actual cost experience for
that period. The appropriate Government representative and Contractor shall
establish the final indirect cost rates as promptly as practical after receipt
of the Contractor’s proposal.


 


3.                                       The
Contractor and the appropriate Government representative shall execute a
written understanding setting forth the final indirect cost rates. The
understanding shall specify (1) the agree-upon final annual indirect cost
rates, (ii) the basis 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 contract and/or
subcontract, identifying any with advance agreements or special terms and the
applicable rates. The understanding shall not change any monetary ceiling,
contract obligation, or specific cost allowance or disallowance provided for in
this contract. The understanding is incorporated into this contract 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.


 


e.                                       Billing
rates. Until final annual indirect cost rates are established for any period,
the Government shall reimburse the Contractor at billing rates established by
the Contracting Officer 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.


 


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f.                                         Quick-closeout
procedures. When the Contractor and Contracting Officer agree, the
quick-closeout procedures of Subpart 42.7 of the FAR may be used.


 


g.                                      Audit.
At any time or times before final payment, the Contracting Officer may have the
Contractor’s invoices or vouchers and statements of cost audited. Any payment may
be (1) reduced by amounts found by the Contracting Officer not to
constitute allowable costs or (2) adjusted for prior overpayment or
underpayments.


 


h.                                      Final
payment.


 


1.                                             The
Contractor shall submit a completion invoice or voucher, designated as such, promptly
upon completion of the work, but no later than one year (or longer, as the
Contracting Officer may approve in writing) from the completion date. Upon
approval of that invoice or voucher, and upon the Contractor’s compliance with
all terms of this contract, the Government shall promptly pay any balance of
allowable costs and that part of the fee (if any) not previously paid.


 


2.                                             The
Contractor shall pay to the Government any refunds, rebates, credits, or other
amounts (including interest, if any) accruing to or received by the Contractor
or any assignee under this contract, to the extent that those amounts are
properly allocable to costs for which the contractor has been reimbursed by the
Government. Reasonable expenses incurred by the Contractor for securing
refunds, rebates, credits, or other amounts shall be allowable costs if
approved by the Contracting Officer. Before final payment under this contract,
the Contractor 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
Contracting Officer, of refunds, rebates, credits, or other amounts (including
interest, if any) properly allocable to costs for which the Contractor has been
reimbursed by the Government under this contract; and


 


ii.                                       A
release discharging the Government, its officers, agents, and employees from
all liabilities, obligations, and claims arising out of or under this contract,
except—


 


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


 


B.                                     Claims,
together with reasonable expenses incidental thereto, based upon liabilities of
the Contractor to third parties arising out of the performance of this contract;
provided that such claims are not known to the Contractor on the date of the
execution of the release; and provided


 


72





















 


further that the Contractor gives notice of
such claims in writing to the contracting officer promptly, but not more than
one (1) year after the Contractor’s right of action first accrues; and
provided that the costs associated with such claims are not unallowable under
the clause entitled “Special Provision Financial Accountability.” In addition,
the Contractor should provide prompt notice to the contracting officer of all
potential claims under this clause, whether in litigation or not (see also the
contract clause entitled “Special Provision on Financial Accountability.”


 


C.                                     Claims
for reimbursement of costs, including reasonable incidental expenses, incurred
by the Contractor under the patent clauses of this contract, excluding,
however, any expenses arising from the Contractor’s indemnification of the
Government against patent liability.


 


I-12                            FAR
52.217—9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 1989)


 


a.                                       The
Government may extend the term of this contract by written notice to the
Contractor within the period of performance stated within this contract;
provided, that the Government shall give the Contractor a. preliminary written
notice of its intent to extend at least 60 days before the contract expires.
The preliminary notice does not commit the Government to an extension.


 


b.                                      If
the Government exercises this option, the extended contract shall be considered
to include this option provision.


 


c.                                       The
total duration of this contract, including the exercise of any options under
this clause, shall not exceed eight years.


 


I-13                            DEAR
952.217—70 ACQUISITION OF REAL PROPERTY (APR 1984)


 


a.                                       Notwithstanding
any other provision of the contract, the prior approval of the contracting
officer shall be obtained when, in performance of this contract, the contractor
acquires or proposes to acquire use of real property by:


 


1.                                       Purchase,
on the Government’s behalf or in the contractor’s own name, with title
eventually vesting in the Government.


 


2.                                       Lease,
and the Government assumes liability for, or will otherwise pay for the
obligation under the lease as a reimbursable contract cost.


 


3.                                       Acquisition
of temporary interest through easement, license or permit, and the Government
funds the entire cost of the temporary interest.


 


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b.                                      Justification
of and execution of any real property acquisitions shall be in accordance and
compliance with directions provided by the Contracting Officer.


 


c.                                       The
substance of this clause, including this paragraph (c), shall be included in
any subcontract occasioned by this contract under which property described in
paragraph (a) of this clause shall be acquired.


 


I-14                            FAR
52.220-4 LABOR SURPLUS AREA SUBCONTRACTING PROGRAM (APR 19841


 


a.                                       See
the Utilization of Labor Surplus Area Concerns clause of this contract for
applicable definitions.


 


b.                                      The
Contractor agrees to establish and conduct a program to encourage labor surplus
area (LSA) concerns to compete for subcontracts within their capabilities when
the subcontracts are consistent with the efficient performance of the contract
at prices no higher than obtainable elsewhere. The Contractor shall-


 


1.                                       Designate
a liaison officer who will (i) maintain liaison with authorized
representatives of the Government on LSA matters, (ii) supervise
compliance with the Utilization of Labor Surplus Area Concerns clause, and (iii) administer
the Contractor’s labor surplus area subcontracting program;


 


2.                                       Provide
adequate and timely consideration of the potentialities of LSA concerns in all
make-or-buy decisions;


 


3.                                       Ensure
that LSA concerns have an equitable opportunity to compete for subcontracts,
particularly by arranging solicitations, time for the preparation of offers,
quantities, specifications, and delivery schedules so as to facilitate the
participation of LSA concerns;


 


4.                                       Include
the Utilization of Labor Surplus Area Concerns clause in subcontracts that
offer substantial LSA subcontracting opportunities; and


 


5.                                       Maintain
records showing (i) the procedures adopted and (ii) the Contractor’s
performance, to comply with this clause. The records will be kept available for
review by the Government until the expiration of 1 year after the award of this
contract, or for such longer period as may be required by any other clause of
this contract or by applicable law or regulations.


 


c.                                       The
Contractor further agrees to insert in any related subcontract that may exceed
$500,000 and that contains the Utilization of Labor Surplus Area Concerns
clause, terms that conform substantially to the language of this clause,
including this paragraph (c), and to notify the contracting officer of the
names of subcontractors.


 


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I-15                            ENVIRONMENT,
SAFETY AND HEALTH (GOVERNMENT-OWNED OR LEASED)


 


a.                                       The
Contractor shall ensure that performance of the work under this contract is
conducted: (1) in a manner that is protective of the environment and the
health and safety of employees and the public, and (2) in compliance with
all applicable environmental, safety and health requirements (including
applicable permitting and reporting requirements) including federal, state, and
local laws and regulations and DOE requirements. If the Contractor fails to
comply with such regulations or requirements, the Contracting Officer may,
without prejudice to any other legal or contractual rights of DOE, issue an
order stopping all or any part of the work; thereafter, a start order for
resumption of the work may be issued at the discretion of the Contracting
Officer. The Contractor shall make no claim for an extension of time or for
compensation or damages by reason of, or in connection with, such work
stoppage, except as may be provided for elsewhere. The Contracting Officer or
the COR shall notify the Contractor, in writing, of any noncompliance (found by
the Contracting Officer or designated representatives) with the provisions of
the clause and the corrective action to be taken. After receipt of such notice,
the Contractor shall immediately take corrective action and notify the
Contracting Officer or COR as appropriate in writing of the action’s
completion.


 


b.                                      The
Contractor shall submit, within 30 days after the date of award of this
contract, an environmental, safety and health program management and
implementation plan to the Contracting Officer for review and approval. The
plan shall describe the management systems to be employed to ensure that
environmental, safety and health requirements are appropriately considered in
all phases of contract activities. The plan shall also include provisions for
an internal environmental, safety and health performance evaluation and
corrective action system to provide management with a continuing assessment of
the adequacy and implementation of the environmental, safety and health
programs and assurance that deficiencies are corrected: The results of such
evaluations shall be made available to DOE.


 


c.                                       The
Contractor shall include in all of its subcontracts, involving performance of
work at the site, the provisions requiring subcontractors to comply with the
Contractor’s environmental, safety and health requirements. However, such
provisions in the subcontracts shall not relieve the Contractor of its
obligations to assure compliance with the provisions of this clause for all
aspects of the work.


 


d.                                      The
Contractor shall submit for approval to the DOE, through the Contracting
Officer, its policies, procedures, and provisions for including appropriate
environment, safety and health requirements, including reporting requirements,
in subcontracts, with respect to work to be performed on-site at a DOE-owned or
-leased facility.  These safety and
health requirements shall be in accordance with applicable DOE regulations,
directives, and other DOE requirements. The subcontract provisions shall
provide that no claim shall be made for adjustment in the subcontract amount or
the performance schedule, or for damages, by reason of


 


75





















 


a stop work
order issued for failure to comply with safety and health regulations or
requirements of DOE. The approved subcontract provisions shall be included in
subcontracts as appropriate.


 


e.                                       This
contract and subcontracts issued hereunder shall be subject to the provisions
of the DOE Contractor Employee Protection Program set forth in 10 CFR Part 708.


 


I-16                            ENVIRONMENTAL
PROTECTION


 


In addition to complying with the
requirements set forth in the “Environment, Safety and Health” and “Clean Air
and Water” clauses, in the performance of this contract the Contractor—


 


a.                                       shall
comply, as applicable, with the following:


 


1.                                       The
Atomic Energy Act of 1954, as amended (42 U.S.C. 2011, et seq.);


 


2.                                       The
Department of Energy Organizational Act (42 U.S.C. 7101, et seq.);


 


3.                                       The
Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C. 6901, et
seq.);


 


4.                                       The
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended (42 U.S.C. 9601, et seq.);


 


5.                                       The
Safe Drinking Water Act, as amended (42 U.S.C. 300, et seq.);


 


6.                                       The
Toxic Substances Act, as amended (15 U.S.C. 2601, seq.);


 


7.                                       The
Federal Insecticide, Fungicide and Rodenticide Act, as amended (7 U.S.C. 136,
et seq.);


 


8.                                       The
Marine Protection, Research, and Sanctuaries Act of 1972, as amended (33 U.S.C.
1401, et seq.);


 


9.                                       The
Coastal Zone Management Act of 1972, as amended (16 U.S.C. 1451, et seq.);


 


10.                                 The
Coastal Barrier Resource Act of 1982 (16 U.S.C. 3501, et seq.);


 


11.                                 The
Nuclear Waste Policy Act of 1982, as amended (42 U.S.C. 10101, et seq.);


 


12.                                 The
Low-Level Radioactive Waste Policy Act, as amended (42 U.S.C. 2021, et seq.);


 


13.                                 The
Uranium Mill Tailings Radiation Control Act of 1979, as amended (42 U.S.C.
7901, et seq.);


 


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14.                                 Title
40 of the Code of Federal Regulations, part 61, subpart H (National Emission
Standard for Radionuclide Emissions from Department of Energy Facilities),
chapter I, subchapter F (Radiation Protection Programs), and parts 247 through
253 (Solid Wastes, Guidelines for procurement of certain products that contain
recycled/recovered materials);


 


15.                                 Code
of Federal Regulations, title 10 (Energy), parts involving environmental
protection and related requirements for contractors;


 


16.                                 DOE
directives (i.e., Orders and Notices) numbered in the series between 5000.2 and
5000.4 (Unusual Occurrence Reporting), in the series between 5400 and 5500
(Environmental Quality and Impact), and between 5820.1 and 5820.3 (Radioactive
Waste Management), and involving requirements for contractors; and


 


17.                                 Other,
Federal and non-Federal, environmental protection laws, codes, ordinances,
regulations, and requirements in directives, as identified in writing by the
contracting officer. Failure to list a law above, or
to identify a requirements having the force and effect of law, shall not be
construed as waiving a requirement for the contractor to comply with such law
or requirement.


 


b.                                      Shall
assist the Department of Energy in complying, as applicable, with the
following:


 


1.                                       The
National Environmental Policy Act of 1969, as amended (42 U.S.C. 4321, et
seq.);


 


2.                                       The
Endangered Species Act of 1973, as amended (16 U.S.C. 1531, et seq.);


 


3.                                       The
Fish and Wildlife Coordination Act, as amended (16 U.S.C. 661, et seq.);


 


4.                                       The
Noise Control Act of 1972, as amended (42 U.S.C. 4901, et seq.);


 


5.                                       The
National Historic Preservation Act of 1968, as amended (16 U.S.C. 470, et
seq.);


 


6.                                       The
Wild and Scenic Rivers Act, as amended (16 U.S.C. 1273, et seq.);


 


7.                                       Farmland
Protection Policy Act of 1981 (7 U.S.C. 4201, et seq.);


 


8.                                       Executive
Order 11988, of May 24, 1977, Protection of Wetlands;


 


9.                                       Executive
Order 11990, of May 24, 1977, Protection of Wetlands;


 


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10.                                 Executive
Order 12088 of October 13, 1978, Federal Compliance with Pollution Control
Standards;


 


11.                                 Executive
Order 12580 of January 23, 1987, Superfund Implementation;


 


12.                                 Office
of Management and Budget (OMB) Circular No. A-106 of December 31,
1974, Reporting Requirements in Connection with the Prevention, Control, and
Abatement of Environmental Pollution of Existing Federal Facilities; and


 


13.                                 Other,
Federal and non-Federal, environmental protection laws, codes, ordinances,
regulations, and directives, as identified in writing by the contracting
officer.


 


c.                                       shall
with regard to the environmental protection laws, codes, ordinances,
regulations, and directives described in the clauses entitled, “Environment,
Safety and Health” and “Clean) Air and Water,” or included in or covered by
paragraphs (a) and (b) of this section:


 


1.                                       Research
these laws, codes, ordinances, regulations and directives on an ongoing basis
and, for changes therein, adjust contract performance, as necessary, to assure
continuing compliance;


 


2.                                       Identify,
and inform the contracting officer in writing, of any inconsistencies among
these laws, codes, ordinances, regulations, and directives which would affect
or preclude the contractor’s ability to perform; and


 


3.                                       Include
consideration of these laws, codes, ordinances, regulations, and directives in
all planning activities performed under this contract; and


 


4.                                       shall
set forth appropriate environmental protection requirements in subcontracts
with respect to work to be performed on-site at a DOE-owned or -leased
facility.


 


I-17                            PERMITS
AND LICENSES


 


a.                                       Except
as notified in writing by the contracting officer, the Contractor shall obtain
any necessary permits and licenses required by laws, codes, ordinances, and
regulations of the United States, a state or territory, and a municipality or
other political subdivision, and which are applicable to the performance of
work under this contract. This includes, but is not necessarily limited to, identifying
if such permits and licenses are required, compiling the information and data
required for applications to obtain permits and licenses, filing any
application required to obtain permits and licenses, and providing any
additional information or data required.


 


78










 













 


b.                                      When
notified by the contracting officer that the DOE will obtain certain permits or
licenses, the Contractor shall provide all reasonable assistance requested,
including providing information or data, that is required for obtaining such
permits or licenses.


 


c.                                       The
Contractor shall comply with all laws, codes, ordinances, and regulations of
the United States, a state or territory, and a municipality or other political
subdivision, and that are applicable to the performance of work under this
contract.


 


I-18                            DEAR
952.223-75 PRESERVATION OF INDIVIDUAL OCCUPATIONAL RADIATION EXPOSURE RECORDS
(APR 1984)


 


Individual occupational radiation exposure
records generated in the performance of work under this contract shall be
subject to inspection by DOE and shall be preserved by the Contractor until
disposal is authorized by DOE or at the option of the Contractor delivered to
DOE upon completion or termination of the contract. If the Contractor exercises
the foregoing option, title to such records shall vest in DOE upon delivery.


 


I-19                            FAR
52.224-2 PRIVACY ACT (DEVIATION)(APR 1984)


 


a.                                       The
Contractor agrees to-


 


1.                                       Comply
with the Privacy Act of 1974 (the Act) and the agency rules and
regulations issued under the Act in the design, development, or operation of
any system of records on individuals to accomplish an agency function when the
contract specifically identifies-


 


i.                                          The
systems of records; and


 


ii.                                       The
design, development, or operation work that the Contractor is to perform;


 


2.                                       Include
the Privacy Act notification contained in this contract in every solicitation
and resulting subcontract and in every subcontract awarded without a
solicitation, when the work statement in the proposed subcontract requires the
design, development, or operation of a system of records on individuals that is
subject to the Act; and


 


3.                                       Include this clause, including this-subparagraph 3, in all-subcontracts awarded under this contract
which requires the design, development, or operation of such a system of
records.


 


b.                                      In
the event of violations of the Act, a civil action may be brought against the
agency involved when the violation concerns the design, development, or
operation of a system of records on individuals to accomplish an agency
function, and criminal penalties may be imposed upon the officers or employees
of the agency when the violation concerns the operation of a system of records
on individuals to accomplish an agency function. For purposes of the Act, when
the contract is for the operation of a system of records on


 


79





















 


individuals to
accomplish an agency function, the Contractor and any employee of the
Contractor is considered to be an employee of the agency.


 


c.                                       1.                                       “Operation
of a system of records,” as used in this clause, means performance of any of
the activities associated with maintaining the system of records, including the
collection, use, and dissemination of records.


 


2.                                       “Record,”
as used in this clause, means any item, collection, or grouping of information
about an individual that is maintained by an agency, including, but not limited
to, education, financial transactions, medical history, and criminal or
employment history and that contains the person’s name, or the identifying
number, symbol, or other identifying particular assigned to the individual,
such as a fingerprint or voiceprint or a photograph.


 


3.                                       “System
of records on individuals,” as used in this clause means a group of any records
under the control of any agency from which information is retrieved by the name
of the individual or by some identifying ‘number, symbol, or other identifying
particular assigned to the individual.


 


d.                                      (Deviation)
The Contractor shall include appropriate provisions in subcontracts to
implement this requirement.


 


I-20                            FAR
52.225-3 BUY AMERICAN ACT—SUPPLIES (JAN 1989)


 


a.                                       The
Buy American Act (41 U.S.C. 10) provides that the Government give preference to
domestic end products.


 


“Components,” as used in this clause, means
those articles, materials, and supplies incorporated directly into the end
products.


 


“Domestic end product,” as used in this
clause, means (1) an unmanufactured end product mined or produced in the
United States, or (2) an end product manufactured in the United States, if
the cost of its components mined, produced, or manufactured in the United
States exceeds 50 percent of the cost of all its components. Components of
foreign origin of the same class or kind as the products referred to in
subparagraphs (b)(2) or (3) of this clause shall be treated as domestic.
Scrap generated, collected, and prepared for processing in the United States is
considered domestic. On acquisitions above $25,000 in value, components of
Canadian origin are treated as domestic.


 


“End products.” as used in this clause, means
those articles, materials, and supplies to be acquired for public use under
this contract.


 


b.                                      The
Contractor shall deliver only domestic end products, except those—


 


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1.                                       For
use outside the United States;


 


2.                                       That
the Government determines are not mined, produced, or manufactured in the
United States in sufficient and reasonably available commercial quantities of a
satisfactory quality;


 


3.                                       For
which the agency determines that domestic preference would be inconsistent with
the public interest: or;


 


4.                                       For
which the agency determines the cost to be unreasonable (see section 25.105
of the Federal Acquisition Regulation).


 


(The foregoing requirements are administered
in accordance with Executive Order No. 10582, dated December 17,
1954, as amended, and Subpart 25.1 of the Federal Acquisition Regulation.)


 


I-21                            FAR
52.225-11 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (APR 1991)


 


a.                                       “Parastatal
organization,” as used in this clause means a corporation, partnership, or entity
owned, controlled, or subsidized by the Government of South Africa: It does not
include a corporation, partnership, or entity which previously received start
up assistance from the South African Industrial Development Corporation but
which is now privately owned and which is not owned, controlled, or subsidized
by the Government of South Africa.


 


b.                                      Unless
advance written approval of the Contracting Officer is obtained, the Contractor
shall not acquire for use in the performance of this contract—


 


1.                                       Any
supplies or services originating from sources within the communist areas of
North Korea, Vietnam, Cambodia, or Cuba;


 


2.                                       Any
supplies that are or were located in or transported from or through North
Korea, Vietnam, Cambodia, or Cuba;


 


3.                                       Arms,
ammunition, or military vehicles produced in South Africa, or manufacturing
data for such articles; or


 


4.                                       Supplies
or services from the South African Government or parastatal organizations of
South Africa.


 


c.                                       The
Contractor shall not acquire for use in the performance of this contract
supplies or services originating from sources within Iraq, any supplies that
are or were located in or transported from or through Iraq, or any supplies or
services from entities controlled by the Government of Iraq.


 


d.                                      The
Contractor agrees to insert the provisions of this clause, including this
paragraph (d), in all subcontracts hereunder.


 


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I-22                            FAR
52.230-3 DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES (AUG 1992)


 


a.                                       The
Contractor, in connection with this contract, shall—


 


1.                                       Comply with the requirements of 48 CFR,
Subpart 9904.401, Consistency in Estimating, Accumulating, and Reporting Costs,
and 48 CFR, Subpart 9904,402, Consistency in Allocating Costs Incurred for the
Same Purpose, in effect on the date of award of this contract as indicated in
48 CFR, part 9904.


 


2.                                       (CAS-covered
Contracts Only). If it is a business unit of a company required to submit a
Disclosure Statement, disclose in writing its cost accounting practices as
required by 48 CFR, subparts 9903.202-1 through 9903.202-5. If the Contractor
has notified the Contracting Officer that the Disclosure Statement contains
trade secrets and commercial or financial information which is privileged and
confidential, the Disclosure Statement shall be protected and shall not be
released outside of the Government.


 


3.                                       i.                                          Follow
consistently the Contractor’s cost accounting practices. A change to such
practices may be proposed, however, by either the Government or the Contractor,
and the Contractor agrees to negotiate with the Contracting Officer the terms
and conditions under which a change may be made. After the terms and conditions
under which the change is to be made have been agreed to, the change must be
applied prospectively to this contract, and the Disclosure Statement, if
affected, must be amended accordingly.


 


ii.                                       The
Contractor shall, when the parties agree to a change to a cost accounting
practice and the Contracting Officer has made ‘the finding required in 48 CFR,
subpart 9903.201-6(b), that the change is desirable and not detrimental to the
interests of the Government, negotiate an equitable adjustment as provided in
the Changes clause of this contract.  In
the absence of the required finding, no agreement may be made under this
contract clause that will increase costs paid by the United States.


 


4.                                       Agree
to an adjustment of the contract price or cost allowance, as appropriate, if
the Contractor or a subcontractor fails to comply with the applicable CAS or to
follow any cost accounting practice, and such failure results in any increased
costs paid by the United States. Such adjustment shall provide for recovery of
the increased costs to the United States together with interest thereof
computed at an annual rate of interest established under the Internal Revenue
Code of 1986 (26 U.S.C. 6621), from the time the payment by the United States
was made to the time the adjustment is effected.


 


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b.                                      If
the parties fail to agree whether the Contractor has complied with an
applicable CAS, rule, or regulation as specified in 48 CFR, parts 9903 and 9904
and as to any cost adjustment demanded by the United States, such failure to
agree will constitute a dispute under the Contract Disputes Act (41 U.S.C.
601).


 


c.                                       The
Contractor shall permit any authorized representatives of the Government to
examine and make copies of any documents, papers, and records relating to
compliance with the requirements of this clause.


 


d.                                      The
Contractor shall include in all negotiated subcontracts, which the Contractor
enters into, the substance of this clause, except paragraph (b), and shall
require such inclusion in all other subcontracts of any tier, except that—


 


1.                                       If
the subcontract is awarded to a business unit which pursuant to 48 CFR, subpart
9903.201 is required to follow all CAS, the clause entitled “Cost Accounting
Standards” set forth in FAR 52.230-2, shall be inserted in lieu of this clause;
or


 


2.                                       This
requirement shall apply only to negotiated subcontracts in excess of $500,000
where the price negotiated is not based on—


 


i.                                          Established
catalog or market prices of commercial items sold in substantial quantities to
the general public; or


 


ii.                                       Price
set by law or regulation; or


 


3.                                       The
requirement shall not apply to negotiated subcontracts otherwise exempt from
the requirement to include a CAS clause as specified in 48 CFR, Subpart 9903.201-1.


 


I-23                            FAR
52.230-4 CONSISTENCY IN COST ACCOUNTING PRACTICES (AUG 1992)


 


The Contractor agrees that it will
consistently follow the cost accounting practices disclosed on Form CASB
DS-1 in estimating, accumulating and reporting costs under this contract. In
the event the Contractor fails to follow such practices, it agrees that the
contract price shall be adjusted, together with interest, if such failure
results in increased cost paid by the U.S. Government. Interest shall be
computed at the annual rate of interest established under section 6621 of
the Internal Revenue Code of 1986 ( 26 U.S.C. 6621) from the time payment by
the Government was made to the time adjustment is effected.  The Contractor agrees that the disclosure
Statement filed with the U.K. Ministry of Defense shall be available for
inspection and use by authorized representatives of the United States
Government.


 


I-23                            FAR
52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS (DEVIATION)(APR 1984)


 


If more than one clause or Schedule term
of this contract authorizes the temporary withholding of amounts otherwise
payable to the Contractor for supplies delivered or


 


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services performed, the total of the amounts
withheld at any one time shall not exceed the greatest amount that may be
withheld under any one clause or Schedule term at that time; provided that
this limitation shall not apply to-


 


a.                                       Withholdings
pursuant to any clause relating to wages or hours of employees;


 


b.                                      Withholdings
not specifically provided for by this contract;


 


c.                                       (Deviation)
Withholdings pursuant to paragraph (g) of the clause entitled “Special
provision on Financial Accountability”;


 


d.                                      The
recovery of overpayments; and


 


e.                                       Any
other withholding for which the Contracting Officer determines that this
limitation is inappropriate.


 


I-25                            FAR
52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR
1984)


 


The Contractor shall use reasonable care to
avoid damaging existing buildings, equipment, and vegetation on the Government
installation. If the Contractor’s failure to use reasonable care causes damage
to any of this property, the Contractor shall replace or repair the damage at
no expense to the Government as the Contracting Officer directs. If the
Contractor fails or refuses to make such repair or replacement, the Contractor
shall be liable for the cost, which may be deducted from the contract price.


 


I-26                            FAR
52.237-3 CONTINUITY OF SERVICES .(JAN 1991)


 


a.                                       The
Contractor recognizes that the services under this contract are vital to the
Government and must be continued without interruption and that, upon contract
expiration, a successor, either the Government or another Contractor, may
continue them. The Contractor agrees to (1) furnish phase-in training and (2) exercise
its best efforts and cooperation to effect an orderly and efficient transition
to a successor.


 


b.                                      The
Contractor shall, upon the contracting officer’s written notice, (1) furnish
phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate
in good faith a plan with a successor to determine the nature and extent of phase-in,
phase-out services required. The plan shall specify a training program and a
date for transferring responsibilities for each division of work described in
the plan, and shall be subject to the contracting officer’s approval. The
Contractor shall provide sufficient experienced personnel during the phase-in,
phase-out period to ensure that the services called for by this contract are
maintained at the required level of .proficiency.


 


c.                                       The
Contractor shall allow as many personnel as practicable to remain on the job to
help the successor maintain the continuity and consistency of the services
required by this contract. The Contractor also shall disclose necessary
personnel


 


84





















 


records and
allow the successor to conduct onsite interviews with these employees. If
selected employees are agreeable to the change, the Contractor shall release
them at a mutually agreeable date and negotiate transfer of their earned fringe
benefits to the successor.


 


d.                                      The
Contractor shall be reimbursed for all reasonable phase-in, phase-out costs
(i.e., costs incurred within the agreed period after contract expiration that
result from phase-in, phase-out operations) and a fee (profit) not to exceed a
pro rata portion of the fee (profit) under this contract.


 


I-27                            FAR
52.242-13 BANKRUPTCY (APR 1991)


 


In the event the Contractor enters into
proceedings relating to bankruptcy, whether voluntary or involuntary, the
Contractor agrees to furnish, by certified mail, written notification of the
bankruptcy to the Contracting Officer responsible for administering the
contract. This notification shall be furnished within five days of the
initiation of the proceedings relating to bankruptcy filing. This notification
shall include the date on which the bankruptcy petition was filed, the identity
of the court in which the bankruptcy petition was filed, and a listing of
Government contract numbers and contracting offices for all Government
contracts against which final payment has not been made. This obligation
remains in effect until final payment under this contract.


 


I-28                            DEAR
952.250-70 NUCLEAR HAZARDS INDEMNITY AGREEMENT (NOV 1991)


 


a.                                       Authority.
This clause is incorporated into this contract pursuant to the authority
contained in subsection 170d. of the Atomic Energy Act of 1954, as amended
(hereinafter called the Act.)


 


b.                                      Definitions.
The definitions set out in the Act shall apply to this clause.


 


c.                                       Financial
protection. Except as hereafter permitted or required in writing by DOE, the contractor
will not be required to provide or maintain, and will not provide or maintain
at Government expense, any form of financial protection to cover public
liability, as described in paragraph (d)(2) below. DOE may, however, at
any time require in writing that the contractor provide and maintain financial
protection of such a type and in such amount as DOE shall determine to be
appropriate to cover such public liability, provided that the costs of such
financial protection are reimbursed to the contractor by DOE.


 


d.                                      1.                                       Indemnification.
To the extent that the contractor and other persons indemnified are not
compensated by any financial protection permitted or required by DOE, DOE will
indemnify the contractor and other persons indemnified against (i) claims
for public liability as described in subparagraph (d)(2) of this clause;
and (ii) such legal costs of the contractor and other persons indemnified
as are approved by DOE, provided that DOE’s liability, including such legal
costs, shall not exceed the amount set forth in section 170e.(1)(B) of
the Act in the aggregate for each nuclear incident or precautionary evacuation
occurring within the


 


85





















 


United States or $100 million in the aggregate for each nuclear
incident occurring outside the United States, irrespective of the number of
persons indemnified in connection with this contract.


 


2.                                       The
public liability referred to in subparagraph (d)(1) of this clause is
public liability as defined in the Act which (i) arises out of or in
connection with the activities under this contract, including transportation;
and (ii) arises out of or results from a nuclear incident or precautionary
evacuation, as those terms are defined in the Act.


 


e.                                       1.                                       Waiver
of Defenses. In the event of a nuclear incident, as defined in the Act, arising
out of nuclear waste activities, as defined in the Act, the contractor, on
behalf of itself and other persons indemnified, agrees to waive any issue or
defense as to charitable or governmental immunity.


 


2.               In
the event of an extraordinary nuclear occurrence which:


 


i.                                          Arises
out of, results from, or occurs in the course of the construction, possession,
or operation of a production or utilization facility; or


 


ii.                                       Arises
out of, results from, or occurs in the course of transportation of source
material, by-product material, or special nuclear material to or from a
production or utilization facility; or


 


iii.                                    Arises
out of or results from the possession, operation, or use by the contractor or a
subcontractor of a device utilizing special nuclear material or by-product
material, during the course of the contract activity; or


 


iv.                                   Arises
out of, results from, or occurs in the course of nuclear waste activities, the
contractor, on behalf of itself and other persons indemnified, agrees to waive:


 


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


 


1.                                       Negligence;


 


2.                                       Contributory
negligence;


 


3.                                       Assumption
of risk; or


 


4.                                       Unforeseeable
intervening causes, whether involving the conduct of a third person or an act
of God;


 


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B.                                     Any
issue or defense as to charitable or governmental immunity; and


 


C.                                     Any
issue or defense based on any statute of limitations, if suit is instituted
within 3 years from the date on which the claimant firs: knew, or reasonably
could have know, of his injury or change and the cause thereof.  The waiver of any such issue or defense shall
be effective regardless of whether such issue or defense may otherwise be
deemed jurisdictional or relating to an element in the cause of action. The waiver
shall be judicially enforceable in accordance with its terms by the claimant
against the person indemnified.


 


v.                                      The
term “extraordinary nuclear occurrence” means an event which DOE has determined
to be an extraordinary nuclear occurrence as defined in the Act. A
determination of whether or not there has been an extraordinary nuclear
occurrence will be made in accordance with the procedures in 10 CFR part 840.


 


vi.                                   For
the purposes of that determination, “offsite” as that term is used in 10 CFR
part 840 means away from “the contract location” which phrase means any DOE
facility, installation, or site at which contractual activity under this
contract is being carried on, and any contractor-owned or controlled facility,
installation, or site at which the contractor is engaged in the performance of
contractual activity under this contract.


 


3.               The
waivers set forth above:


 


i.                                          Shall
be effective regardless of whether such issue or defense may otherwise be
deemed jurisdictional or relating to an element in the clause of action;


 


ii.                                       Shall
be judicially enforceable in accordance with its terms by the claimant against
the person indemnified;


 


iii.                                    Shall
not preclude a defense based upon a failure to take reasonable steps to
mitigate damages;


 


iv.                                   Shall
not apply to injury or damage to a claimant or to a claimant’s property which
is intentionally sustained by the claimant or which results from a nuclear
incident intentionally and wrongfully caused by the claimant;


 


v.                                      Shall
not apply to injury to a claimant who is employed at the site of and in
connection with the activity where the extraordinary nuclear occurrence takes
place, if benefits therefor are either


 


87





















 


payable or required to be provided under any
workmen’s compensation or occupational disease law;


 


vi.                                   Shall
not apply to any claim resulting from a nuclear incident occurring outside the
United States;


 


vii.                                Shall
be effective only with respect to those obligations set forth in this clause
and in insurance policies, contracts or other proof of financial protection;
and


 


viii.                             Shall
not apply to, or prejudice the prosecution or defense of, any claim or portion
of claim which is not within the protection afforded under (A) the limit
of liability provisions under subsection 170e. of the Act, and (B) the
terms of this agreement and the terms of insurance policies, contracts, or
other proof of financial protection.


 


f.                                         Notification
and litigation of claims. The contractor shall give immediate written notice to
DOE of any known action or claim filed or made against the contractor or other
person indemnified for public liability as defined in paragraph (d)(2). Except
as otherwise directed by DOE, the contractor shall furnish promptly to DOE,
copies of all pertinent papers received by the contractor or filed with respect
to such actions or claims. DOE shall have the right to, and may collaborate
with, the contractor and any other person indemnified in the settlement or
defense of any action or claim and shall have the right to (1) require the
prior approval of DOE for the payment of any claim that DOE be required to
indemnify hereunder; and (2) appear through the Attorney General on behalf
of the contractor or other person indemnified in any-action brought upon any
claim that DE may be required to indemnify hereunder; take charge of such
action, and settle or defend any such action. If the settlement or defense of
any such action or claim is undertaken by DOE, the contractor or other person
indemnified shall furnish all reasonable assistance in effecting a settlement
or asserting a defense.


 


g.                                      Continuity
of DOE obligations. The obligations of DOE under this clause shall not be
affected by any failure on the part of the contractor to fulfill its obligation
under this contract and shall be unaffected by the death, disability, or
termination of existence of the contractor, or by the completion, termination
or expiration of this contract.


 


h.                                      Effect
of other clauses. The provisions of this clause shall not be limited in any way
by, and shall be interpreted without reference to any, other clause of this
contract, including the clause entitled Contract Disputes provided, however,
that this clause shall be subject to the clauses entitled Covenant Against
Contingent Fees, Officials Not to Benefit, and Examination of Records by the
Comptroller General, and any provisions that are later added to this contract
as required by applicable Federal law, including statutes, executive orders and
regulations, to be included in Nuclear Hazards Indemnity Agreements.


 


88





















 


i.                                          Civil
penalties. The contractor and its subcontractors and suppliers who are
indemnified under the provisions of this clause are subject to civil penalties,
pursuant to 234A of the Act, for violations of applicable DOE nuclear-safety
related rules, regulations, or orders.


 


j.                                          Criminal
penalties. Any individual director, officer, or employee of the contractor or
of its subcontractors and suppliers who are indemnified under the provisions of
this clause are subject to criminal penalties, pursuant to 223(c) of the
Act, for knowing and willful violation of the Atomic Energy Act of 1954, as
amended, and applicable DOE nuclear safety-related rules, regulations or orders
which violation results in, or, if undetected, would have resulted in a nuclear
incident.


 


k.                                       Inclusion
in subcontracts. The contractor shall insert this clause in any subcontract
which may involve the risk of public liability, as the term is defined in the
Act and further described in paragraph (d)(2) above. However, this clause
shall not be included in subcontracts in which the subcontractor is subject to
Nuclear Regulatory Commission (NRC) financial protection’ requirements under section 170b.
of the Act or NRC agreements of indemnification under section 170c. or k.
of the Act for the activities under the subcontract.


 


l.                                          To
the extent that the Contractor is compensated by any financial protection, or
is indemnified pursuant to this clause, or is effectively relieved of pubic
liability by an order or orders limiting same, pursuant to 170e of the Act, the
provisions of the clause providing general authority indemnity shall not apply.


 


I-29                            FAR
52.251-1 GOVERNMENT SUPPLY SOURCES (APR 19841


 


The Contracting Officer may issue the
Contractor an authorization to use Government supply sources in the performance
of this contract. Title to all property acquired by the Contractor under such
an authorization shall vest in the Government unless otherwise specified in the
contract. Such property shall not be considered to be “Government-furnished
property, as distinguished from “Government property.” The provisions of the
clause entitled “Property,” except its paragraphs (a) and (b), shall apply
to all property acquired under such authorization.


 


I-30                            FAR
52.251-2 INTERAGENCY FLEET MANAGEMENT SYSTEM VEHICLES AND RELATED SERVICES (JAN
1991)


 


The Contracting Officer may issue the
Contractor an authorization to obtain interagency fleet management system
vehicles and related services for use in the performance of this contract. The
use, service, and maintenance of interagency fleet management system vehicles
and the use of related services by the Contractor shall be in accordance with
41 CFR 101-39 and 41 CFR 101-38.301-1.


 


I-31                            FAR
52.253-1 COMPUTER GENERATED FORMS (JAN 1991)


 


a.                                       Any
data required to be submitted on a Standard or Optional Form prescribed by
the Federal Acquisition Regulation (FAR) may be submitted on a computer


 


89





















 


generated
version of the form, provided there is no change to the name, content, or
sequence of the data elements on the form, and provided the form carries the
Standard or Optional Form number and edition date.


 


b.                                      Unless
prohibited by agency regulations, any data required to be submitted on an
agency unique form prescribed by an agency supplement to the FAR may be
submitted on a computer generated version of the form provided there is no
change to the name, content, or sequence of the data elements on the form and
provided the form carries the agency form number and edition date.


 


c.                                       If
the Contractor submits a computer generated version of a form that is different
than the required form, then the rights and obligations of the parties will be
determined based on the content of the required form.


 


I-32                            INSURANCE


 


a.                                       The
terms in this contract shall take precedence over provisions in FAR 31.205-19, “Insurance
and Indemnification.” This clause and the clauses entitled “Special Provision
on Financial Accountability,” “Nuclear Hazards Indemnity Agreement,” “Allowable
Cost and Payment,” and “Preexisting Conditions” provide the controlling
insurance and indemnification provisions for this contract.


 


b.                                      The
Contractor shall procure and maintain such bonds and insurance as required or
approved in writing by the Contracting Officer. 
The terms and conditions of any such bonds and insurance shall conform
to the directions of the Contracting Officer. In view of the provisions of
subparagraph (e) of the clause entitled Special Provision on Financial
Accountability, the Contractor may, at its own expense and not as an allowable
cost, procure for its own protection insurance covering loss or destruction of,
or damage to, Government property to compensate the Contractor for any
unallowable or nonreimbursable costs incurred in connection with such property.


 


c.                                       Legally
required contributions to old-age and survivors’ insurance, unemployment
compensation plans, and workmen’s compensation plans (whether or not covered by
insurance) are allowable insurance costs under this contract. Other types of
personnel-related insurance are covered under FAR 31.205-6.


 


d.                                      In
the event of a third party claim against the contractor, the cost and expense
of which the Contractor would propose to submit as a claim for allowable costs,
paragraph (f), “Costs related to legal defense and settlement of claims,” of
the clause entitled “Special Provisions on Financial Accountability” shall
apply.  In the event the Contractor has
insurance covering part, but not all, of the amount claimed and proposes to
submit part of the claim as an unallowable cost, the Contractor shall:  (1) immediately notify the Contracting
Officer and promptly furnish copies of all pertinent papers received; and (2) authorize
Government representatives to collaborate with counsel for the insurance
carrier in settling or defending the claim.


 


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I-33                            PROCUREMENT
OF CONSTRUCTION (JUN 1991)


 


The Contractor shall not perform construction
services with its own employees under this contract without the express prior
approval of the Contracting Officer.


 


The Contractor shall procure by subcontract
the construction, alteration or repair of public buildings or public works
required to be performed under this Contract. The Contractor shall insure that
any subcontract for such construction, alteration or repair includes the
following clauses and that the subcontractor complies with their provisions:


 


•                                          Contract
Work Hours and Safety Standards Act—Overtime Compensation at 52.222-4


 


•                                          Davis-Bacon
Act at 52.222-6 Withholding of funds at 52.222-7


 


•                                          Payrolls
and Basic Records at 52.222-8


 


•                                          Apprentices
and Trainees at 52.222-9•


 


•                                          Compliance
with Copeland Act Requirements at 52.222-10


 


•                                          Subcontracts
(Labor Standards) at 52.222-11


 


•                                          Contract
Termination—Debarment at 52.222-12


 


•                                          Compliance
with Davis-Bacon and Related Act Regulations at 52.222-13


 


•                                          Disputes
Concerning Labor Standards at 52.222-14.


 


•                                          Certification
of Eligibility at 52.222-15


 


•                                          Buy
American Act - Construction Materials at 52.225-5


 


Upon a determination by the Contracting
Officer or the duly authorized representative that the Davis-Bacon Act is
applicable to any item of work to be performed hereunder, the Contractor shall
request a determination of the prevailing wage rates from the Contracting
Officer in sufficient time to include the appropriate wage determination in the
subcontract bid package.


 


I-34                            PROCUREMENT
OF ARCHITECT-ENGINEERING SERVICES


 


Upon direction of the contracting officer,
the Contractor shall procure Architect-Engineering (A-E) Services using FAR
Part-36 and DEAR Part 936 as guides. The Brooks Act, Public Law 92-582,
establishes the policy and procedures necessary to assure the selection of A-E
Contractors by the Federal Government is based solely upon the qualifications
of competing A-E firms. The Act does not directly govern the award of A-E
subcontracts. However, the Contractor shall assure that its purchasing system
and methods reflect the essence of the Federal policy by providing for
selection of A-E


 


91





















 


subcontractors based primarily upon proposer’s
qualifications, however, this does preclude the consideration of other factors
including cost or price, in the selection of A-E subcontractors.


 


Combinations of subcontractors for
architect-engineer and construction services, which may result in
self-inspection of construction work, shall not be awarded unless specifically
authorized by the Contracting Officer.


 


I-35                            WORKER’S
COMPENSATION


 


a.                                       The
coverage afforded by the workers’ compensation statutes of the State of
Washington (Title 51, Revised Code of Washington) shall, for performance of
work under this contract at the Hanford Site, including work subcontracted,
except work performed under certain lump-sum subcontracts as determined by the
Contracting Officer, be subject to the following:


 


1.               Except
as provided above and in paragraph (6) below, the Contractor shall be
relieved of all obligation to pay premiums for such coverage, DOE having
agreed, under the terms of a contract with the Department of Labor and
Industries of the State of Washington (hereinafter called the “Department”) to
bear the actual cost of such coverage.


 


2.               The
Contractor shall submit to DOE, for transmittal to the Department, such payroll
records as are required by the said statutes, except as provided above and in
paragraph (6) below.


 


3.               The
Contractor shall, for coverage of each individual employer or any member or
officer of any corporate employer provided for by Section 51.32.030 of the
Revised Code of Washington, submit to DOE for transmittal to the Department the
written notice required by that section.


 


4.               The
Contractor shall submit to DOE, for transmittal to the Department, the accident
reports provided for by Section 51.28.010 of the Revised Code of
Washington.


 


5.               The
Contractor shall take such action, and only such action, as DOE requests in
connection with any. accident reports, including assistance in the
investigation and disposition of any claim thereunder and, subject to the
direction and control of DOE, the conduct of litigation in the Contractor’s own
name in connection therewith.


 


6.               The
Contractor shall be responsible for making all payments and submitting all
reports required by Title 51, Section 51.32.073, Revised Code of
Washington.


 


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I-36                            DEAR
970.5204-11 CHANGES (DEVIATION)(APR 1984)


 


a.                                       1.                                       If,
as a result of any instruction or direction given by DOE pursuant to the
provisions of this contract, the level of the Contractor’s effort under this
contract is materially increased or decreased, the fee provided for in the
clause entitled “Payment of Basic Fee and Award Fee” may or may not be
adjusted. In the event either party deems that an adjustment in fee is
appropriate, it will, within thirty (30) days after issuance of the instruction
or direction, so notify the other party in writing and the parties will attempt
to agree upon the amount by which the fee should be increased or decreased.
Failure of the parties so to agree shall constitute a dispute within the
meaning of the article entitled “Disputes.”


 


2.                                       Services
pursuant to mutual agreement (Related Services) under the provisions of this
contract shall be performed without additional fee unless DOE and the
Contractor shall mutually agree in writing that they will constitute a material
increase in the level of the Contractor’s effort under this contract, in which
event the parties hereto will negotiate in good faith to agree upon an
equitable fee for such additional services. Failure of the parties so to agree
shall constitute a dispute within the meaning of the clause entitled “Disputes.”


 


b.                                      Work
to continue. Nothing contained in this clause shall excuse the Contractor from
proceeding with the prosecution of the work in accordance with the requirements
of any direction hereunder.


 


I-37                            DEAR
970.5204-12 CONTRACTOR’S ORGANIZATION (DEVIATION)(APR 1984)


 


a.                                       Organization
chart. As promptly as possible after the execution of this contract, the
Contractor shall furnish to the Contracting Officer a chart showing the names,
duties, and organization of key personnel to be employed in connection with the
work, and shall furnish from time to time supplementary information reflecting
changes therein.


 


b.                                      Supervisory
representative of Contractor. Unless otherwise directed by the Contracting
Officer, a competent full-time resident supervisory representative of the
Contractor satisfactory to the Contracting Officer shall be in charge of the
work at the site at all times. This also applies to off-site work.


 


c.                                       The
Contractor shall be responsible for maintaining satisfactory standards of
employee competency, conduct, and integrity and shall be responsible for taking
such disciplinary action with respect to its employees as may be necessary. The
Contractor shall establish such standards and procedures as are necessary to
implement effectively the provisions set forth in 970.2272, and such standards
and procedures shall be subject to the approval of the Contracting Officer. If
the Contractor fails to remove any employee from the contract work whom DOE
deems incompetent, careless, or insubordinate, or whose continued employment on
the work is deemed by DOE to be contrary to the public interest, the Government
reserves the right to require the Contractor to remove the employee.


 


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I-38                            DEAR
970.5204-22 CONTRACTOR PURCHASING SYSTEM (OCT 1990)


 


a.                                       [(Name
of contractor)] shall develop and implement formal policies, practices, and
procedures to be used in the award of subcontracts, which purchasing system and
methods shall be fully documented and acceptable to DOE, in accordance with the
policies set forth in DEAR 970.71. DOE reserves the right at any time to
require that the contractor submit for approval any or all purchases under this
contract. The contractor shall not purchase any item or service the purchase of
which is expressly prohibited by the written direction of DOE and shall use
such special and directed sources as may be expressly required by the DOE Contracting
Officer.


 


b.                                      The
obligations of [(name of contractor)] under paragraph (a) above, including
the development of the purchasing system and methods, and purchases made
pursuant thereto, shall not relieve the contractor of any obligation under this
contract (including, among other things, the obligation to properly supervise,
administer, and coordinate the work of subcontractors). Subcontracts shall be
in the name of the contractor, and shall not bind or purport to bind the
Government.


 


c.                                       In
addition to, and without derogation of any rights under paragraph (a) of
this clause and any other provision in this contract, [(name of contractor)]
shall require all subcontractors to furnish cost or pricing data under those
conditions and in accordance with the requirements set forth in FAR 15.804, and
shall include in such subcontracts the appropriate clause set forth in 970.5204-24
except as otherwise directed or approved by DOE.


 


d.                                      Purchase
or transfer of equipment, materials, supplies, or services from a contractor-affiliated
source shall be treated in accordance with DEAR 970.7105.


 


e.                                       Proposed
awards to firms or individuals on either the GSA Consolidated List of Debarred,
Suspended, and Ineligible Contractors or the DOE Consolidated list of Debarred,
Suspended, Ineligible, and Voluntarily Excluded Awardees shall be forwarded to
DOE for approval notwithstanding any prior purchasing system acceptance.


 


f.                                         [(Name
of Contractor)] shall provide advance notice of proposed subcontract awards in
accordance with DEAR 970.7109; shall document purchases in writing; and shall
establish and maintain subcontract files which present an accurate and adequate
record of all purchasing transactions.


 


g.                                      [(Name
of Contractor)] shall not enter into any lease for property, plant or equipment
when the lease must be classified and accounted for as capital lease under
generally accepted accounting principles, unless the decision to enter into a
capital leasing arrangement is specifically authorized and approved in advance
by DOE.


 


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I-39                            DEAR
970.5204-23 TAXES (APR 1984)


 


a.                                 The
contractor agrees to notify the contracting officer of any State or local tax,
fee, or charge levied or purported to be levied on or collected from the
contractor with respect to the contract work, any transaction thereunder, or
property in the custody or control of the contractor and constituting an
allowable item of cost if due and payable, but which the contractor has reason
to believe, or the contracting officer has advised the contractor, is or may be
inapplicable or invalid;* and the contractor further agrees to refrain from
paying any such tax, fee, or charge unless authorized in writing by the
Contracting Officer. Any State or local tax, fee, or charge paid with the
approval of the contracting officer or on the basis of advice from the
contracting officer that such tax, fee, or charge is applicable and valid, and
which would otherwise be an allowable item of cost, shall not be disallowed as
an item of cost by reason of any subsequent ruling or determination that such
tax, fee, or charge was in fact inapplicable or invalid.


 










* Requirement for notice may be broadened to
include all State and local taxes which may be claimed as allowable costs when
considered to be appropriate.


 


b.                                      The
contractor agrees to take such action as may be required or approved by the
contracting officer to cause any State or local tax, fee, or charge which would
be an allowable cost to be paid under protest; and to take such action as may
be required or approved by the contracting officer to seek recovery of any
payments made, including assignment to the Government or its designee of all
rights to an abatement or refund thereof, and granting permission for the
Government to join with the contractor in any proceedings for the recovery
thereof or to sue for recovery in the name of the contractor. If the
contracting officer directs the contractor to institute litigation to enjoin
the collection of or to recover payment of any such tax, fee, or charge
referred to above, or if a claim or suit is filed against the contractor for a
tax, fee, or charge it has refrained from paying in accordance with this
article, the procedures and requirements of the article entitled “Litigation
and Claims” shall apply and-the costs and expenses incurred by the contractor
shall be allowable items of costs, as provided in this contract, together with
the amount of any judgment rendered against the contractor.


 


c.                                       The
Government shall hold the contractor harmless from penalties and interest
incurred through compliance with this clause. All recoveries or credits in
respect of the foregoing taxes, fees, and charges (including interest) shall
inure to and be for the sole benefit of the Government.


 


I-40                            DEAR
970.5204—26 NUCLEAR SAFETY (APR 1984)


 


a.                                       The
activities under this contract include the operation of nuclear facilities. The
Contractor recognizes that such operations involves the risk of a nuclear
incident which, while the chances are remote, could adversely affect the public
health and safety as well as the environment. Therefore, the Contractor will
exercise a degree of care commensurate with the risk involved.


 


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b.                                      The
Contractor shall comply with all applicable regulations of DOE concerning
nuclear safety and with those requirements (including reporting requirements
and instructions) of DOE concerning nuclear safety of which it is notified in
writing by the contracting officer.


 


c.                                       Prior
to the initial startup of any nuclear facility under this contract and prior to
any subsequent startup following a change which represents a significant
deviation from the procedures, equipment, or analyses described in the safety
analysis reports or other hazards summary reports for that facility, the
Contractor shall:


 


1.                                       Prepare
a safety analysis report and detailed plans and procedures designed to assure
the safe operations and maintenance of the facility in accordance with
applicable DOE regulations and directives. For nuclear reactors and critical
facilities, technical specifications shall also be provided.


 


2.                                       Establish
nuclear safety control procedures to be used within the Contractor’s
organization to insure competent independent review and internal approval of
the safety analysis report and the detailed plans and procedures specified in (1) above.


 


3.                                       Submit
to the contracting officer for his approval such procedures relating to nuclear
safety as may be designated by him.


 


4.                                       Carry
out a program of initial training and periodic requalification designed to
assure that all personnel who will be engaged in nuclear operations or
maintenance understand the approved plans and procedures for nuclear safety and
are qualified to perform their assigned functions; and


 


5.                                       Obtain
the approval of the contracting officer prior to start-up of the facility.


 


d.                                      In
the operation and maintenance of any nuclear facility under this contract, the
Contractor shall:


 


1.                                       Use
all reasonable efforts to assure that all operational and maintenance activities
are performed by qualified and adequately trained personnel, and except as
otherwise agreed in writing, are conducted under the supervision of personnel
who are qualified and authorized to evaluate any emergency condition and take
prompt effective action with respect thereto.


 


2.                                       Operate
the facility within the technical specifications or operational safety
requirements which are approved by the contracting officer.


 


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3.                                       Follow
strictly the procedures relating to nuclear safety approved by the contracting
officer in (c)(3) above, and submit to the contracting officer for his
approval, any proposed changes in such procedures.


 


4.                                       Establish
an auditable, well—defined, internal safety review and inspection system
approved by the contracting officer (including review and inspection reports by
competent technical personnel) that will: (1) Provide frequent and
periodic checks of facility performance and of the qualifications and training
of operating and maintenance personnel, and (ii) provide for investigation
of any unusual or unpredicted conditions that might affect safe operations.


 


5.                                       Report
promptly to the contracting officer any change in the physical condition of the
facility or its operating characteristics that might, in the judgment of the
Contractor, affect the safe operation of the facility.


 


6.                                       Terminate
operations at the facility immediately whenever so instructed by the
contracting officer, or whenever, in the judgment of the Contractor, the risk
of a nuclear incident endangering persons or property warrants such action.


 


7.                                       Prepare,
in cooperation with other services and facilities available at the site and
with the approval of the Contracting Officer, a plan for minimizing the effects
of a nuclear incident upon the health and safety of all persons on the site;
participate as directed in the integration of the Contractor’s and contracting
officer’s emergency plans with the responsible state and local government’s
emergency plans for protection of the public offsite; instruct its personnel as
to their participation in such plans and any personal risk to such personnel
that may be involved; and participate in such practice exercises as may be
desirable to assure the effectiveness of such plans.


 


8.                                       At
an appropriate time as determined by the Contracting Officer, prepare and
submit to the Contracting Officer for his approval, shutdown, decommissioning,
decontamination and property management plans leading to orderly and safe
program disposition of the nuclear facility and any associated nuclear wastes
or other hazardous material.


 


9.                                       In
the event that the Contractor fails to comply with said standards and
requirements of DOE, the contracting officer may, without prejudice to any
other legal or contractual rights of DOE, issue an order stopping all or any
part of the work; thereafter a start order for resumption of the work may be
issued at the discretion of the contracting officer. The Contractor shall make
no claim for an extension of time or for compensation or damages by reason of
or in connection with such work stoppage.


 


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I-41                            DEAR
970.5204-28 ASSIGNMENT (APR 1984)


 


Neither this contract nor any interest
therein nor claim thereunder shall be assigned or transferred by the Contractor
except as expressly authorized in writing by the Contracting Officer.


 


I-42                            DEAR
970.5204-43 OTHER GOVERNMENT CONTRACTORS (APR 1984)


 


The Government may undertake or award
contracts for work or services. The Contractor agrees to fully cooperate with
such other Contractors and Government employees and carefully fit its own work
to such other work as may be directed by the Contracting Officer. The
Contractor shall not commit or permit any act which will interfere with the performance
of work by any other Contractor or by Government employees.


 


I-49                            DEAR
970.5204-45 TERMINATION (DEVIATION) (APR 1991)


 


a.                                       This
contract shall continue until the date shown in the clause of this contract
entitled “Term of Contract(s)” unless sooner terminated in accordance with the
provisions which follow:


 


1.                                       The
performance of work under this contract may be terminated by the Government in
whole, or from time to time in part, (i) whenever the Contractor shall
default in performance, and shall fail to cure the fault or failure within such
period as the Contracting Officer may allow after receipt from the Contracting
Officer of a notice specifying the fault or failure, or (ii) whenever, for
any reason, the Contracting Officer shall determine any such termination is for
the best interest of the Government. Termination of the work hereunder shall be
effected by delivery of a notice of termination specifying whether termination
is for default of the Contractor or for the convenience of the Government, the
extent to which performance of work under the contract shall be terminated, and
the date upon which such termination shall become effective. Any such
termination shall be without prejudice to any claim which either party may have
against the other. If, after notice of termination under the provisions of
(a)(1)(i) above, it is determined for any reason that the Contractor was
not in default, such notice of default shall be deemed to have been issued
pursuant to (a)(1)(ii) above, and the rights and obligations of the
parties hereto shall in such event be governed accordingly.


 


2.                                       Upon
receipt of notice of termination, in accordance with (1) above, the
Contractor shall, to the extent directed in writing by the Contracting Officer,
discontinue the terminated work and the placing of orders for materials,
facilities, supplies, and services in connection therewith, and shall proceed,
if, and to the extent required by the Contracting Officer, to cancel promptly
and settle with the approval of the Contracting Officer, existing orders,
subcontracts, and commitments insofar as such orders, subcontracts, and
commitments pertain to this contract.


 


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b.                                      Upon
the termination of this contract, full and complete settlement of all claims of
the Contractor and of DOE arising out of this contract shall be made as
follows:


 


1.                                       The
Government shall have the right in its discretion to assume sole responsibility
for any or all obligations, commitments, and claims that the Contractor may
have undertaken or incurred, the cost of which is allowable in accordance with
the provisions of this contract; and the Contractor shall, as a condition of
receiving the payments mentioned in this article, execute and deliver all such
papers and; take all such steps as the Contracting Officer may require for the
purpose of fully vesting in the Government any rights and benefits the
Contractor may have under or in connection with such obligations, commitments,
or claims.


 


2.                                       The
Government shall treat as allowable costs all expenditures made in accordance
with and allowable under the clause entitled “Allowable Cost and Payment,” not
previously so allowed or otherwise credited for work performed prior to the
effective date of termination, together with expenditures as may be incurred
for a reasonable time thereafter with the approval of, or as directed by, the
Contracting Officer.


 


3.                                       The
Government shall treat as allowable costs, to the extent not included in (b)(2) above,
the costs of settling and paying claims arising out of the termination of work
under orders, subcontracts, and commitments as provided in (a)(2) above.


 


4.                                       The
Government shall treat as allowable costs the reasonable costs of settlement,
including accounting, legal, clerical, and other expenses reasonably necessary
for the preparation of settlement claims and supporting data with respect to
the termination of the contract and for the termination and settlement of
orders and subcontracts thereunder, together with such further expenditures
made by the Contractor after the date of termination for the protection or
disposition of Government property as are approved or required by the
Contracting Officer, provided, however, that if the termination is for default
of the Contractor, there shall not be included any amount for preparation of
the Contractor’s settlement proposal.


 


5.                                       If
the performance of work under this contract is terminated in whole by the
Government, the basic and award fee of the Contractor shall be prorated to and
including the effective date of such termination.  In addition, if the termination is for the
convenience of the Government, the Contractor shall be paid a fixed fee in an
amount to be agreed upon as compensation for its services in closing out the
work under this contract after the effective date of such termination. The
additional fixed fee is to be negotiated as soon as practicable after service
of notice of termination, shall take into account the estimate of the cost of
the services and managerial effort to be rendered under this clause after the
effective date


 


99





















 


of termination, and shall be provided for in
a supplement or amendment to this contract prior to final settlement hereunder.
Pending agreement as to the amount of such fee, the Contractor shall diligently
proceed with the performance of the services required under this clause. No
additional fee will be paid if the contract is terminated due to the default of
the Contractor. In the event of a partial termination by the Government, an
equitable adjustment shall be made in the fee if such termination results in a
material decrease in the level of the Contractor’s management effort. Any
failure to agree on the right to or the amount of any adjustment shall be deemed
a dispute within the purview of the clause hereof entitled “Disputes.”


 


6.                                       The
obligation of the Government to make any of the payments required by this
clause or any other provisions of this contract shall be subject to any
unsettled claims in connection with this contract which the Government may have
against the Contractor.


 


c.                                       Prior
to final settlement, the Contractor shall furnish a release as required in the
clause entitled “Allowable Cost and Payment” and account for Government-owned
property as may be required by the Contracting Officer: provided, however, that
unless the Contracting Officer requires an inventory, the maintenance and
disposition of the records of Government-owned property in accordance with the
clause entitled “Government Property-Cost Reimbursement, Time-and-Material, or
Labor Hour Contract” shall be accepted by the Contracting Officer as full
compliance with all requirements of this contract pertaining to an accounting
for such property.


 


I-44                            TECHNOLOGY
TRANSFER


 


This clause has as its purpose,
implementation of the National Competitiveness Technology Transfer Act of 1989
(Sections 3131, 3132, 3133, and 3159 of P.L. 101-189) and takes precedence over
any other provisions of this Contract to the contrary.


 


a.                                       Technology
transfer.


 


1.                                       Definitions.


 


i.                                          Contractor’s
Laboratory Director means the individual who has supervision over all or
substantially all of the Contractor’s operations at the Laboratory.


 


ii.                                       Intellectual
Property means patents, trademarks, copyrights, mask works, and other forms of
comparable property rights protected by Federal Law


 


iii                                       Cooperative
Research and Development Agreements (CRADAs) mean any agreement entered into
between one or more Federal laboratories and one or more non-Federal parties
under which the


 


100





















 


Government, through its laboratories,
provides personnel, services, facilities, equipment, and other resources with
or without reimbursement (but not funds to non-Federal parties) and the
non-Federal parties provide funds, personnel, services, facilities, equipment,
or other resources toward the conduct of specified research or development
efforts which are consistent with the missions of the Laboratory; except that
such term does not include a procurement contract, grant, or cooperative
agreement as those terms are used in Sections 6303, 6304, and 6305 of Title 31
of the United States Code.


 


iv.                                   Joint
Work Statement (JWS) means a proposal for a CRADA prepared by the Contractor,
signed by the Contractor’s Laboratory Director or designee which describes the
following:


 


A.                                   Purpose;


 


B.                                     Scope
of Work which delineates the rights and responsibilities of the Government, the
Contractor and Third Parties, one of which must be a non-Federal party;


 


C.                                     Schedule for
the work; and


 


D.                                    Cost
and resource contributions of the parties associated with the work and the
schedule.


 


2.                                       Authority.


 


i.                                          In
order to ensure the full use of the results of research and development efforts
of, and the capabilities of, the Laboratory, technology transfer, including
CRADAs, is established as a mission of the Laboratory consistent with the
policy, principles, and purposes of Sections 11(a)(1) and 12(g) of
the Stevenson-Wydler Technology Innovation Act of 1980 as amended (15 U.S.C.
3710a); Section 3132(b) of P.L. 101-189 and of Chapter 38 of the
Patent Laws (35 U.S.C. 200 et seq.); Section 152 of the Atomic Energy Act
of 1954 as amended (42 U.S.C. 2182); Section 9 of the Federal Non-Nuclear
Act of 1974 (42 U.S.C. 5908); and Executive Order 12591 of April 10, 1987.


 


ii.                                       The
Contractor shall conduct technology transfer activities with the clear intent
of providing benefit from Federal research to U.S. industrial-competitiveness.


 


iii.                                    In
pursuing the technology transfer mission, the Contractor is empowered to
conduct the following activities: 
identify and protect Intellectual Property, negotiate licensing
agreements for Intellectual Property that the Contractor controls or owns,
enter


 


101





















 


into CRADAs, provide technical consulting and
personnel exchanges, conduct science education activities and reimbursed Work
For Others (WFO), provide information exchanges and make available Laboratory
user facilities. It is fully expected that the Contractor shall use all of the
mechanisms available to them to accomplish this technology transfer mission,
including, but not limited to, user facilities, WFO, science education
activities, consulting, personnel exchanges, and licensing in accordance with
this clause.


 


3                                          Allowable
costs (Applies to Contractors performing technology transfer activities under
this clause and from which all income is returned to the Laboratory for use
under the Contract).


 


i.                                          The
Contractor shall establish and carry out its technology transfer efforts
through appropriate organizational elements consistent with the requirements
for an Office of Research and Technology Applications (ORTA) pursuant to
Paragraphs (b) and (c) of Section 11 of the Stevenson-Wydler
Technology Innovation Act of 1980 as amended (15 U.S.C. 3710). The costs
associated with the conduct of technology transfer through the ORTA, including
activities associated with obtaining, maintaining, and licensing Intellectual
Property rights, increasing the potential for the transfer of technology, and
the widespread notice of technology transfer opportunities, shall be deemed
allowable provided that such costs meet the other requirements of the allowable
costs provisions of this Contract. These costs in any fiscal year shall not exceed
an amount equal to 0.5 percent of the Federal research and development budget
(operating including Work For Others) of the Laboratory for that fiscal year,
without written approval of the Contracting Officer, in addition to any
separately designated funds.


 


ii.                                       The
Contractor’s participation in litigation to enforce or defend Intellectual
Property claims associated with its technology transfer efforts shall be as
provided in the clause entitled “Litigation and Claims” of this Contract.


 


4.                                       Conflicts
of interest - technology transfer.


 


The Contractor shall develop implementing
procedures that seek to avoid employee and organizational conflicts of
interest, or the appearance of conflicts of interest, in the conduct of its
technology transfer activities. Such implementing procedures shall be provided
to the Contracting Officer for review and approval within sixty (60) days after
execution of this clause. The Contracting Officer shall have thirty (30) days
thereafter to approve or require specific changes to such procedures. Such
implementing procedures shall include procedures to:


 


102





















 


i.                                          Ensure
employee competency, conduct, and integrity, in connection with the CRADA
activity in accordance with the provisions of Paragraph (b)(5) of this
clause.


 


ii.                                       Review
and approve employee activities so as to avoid conflicts of interest arising
from commercial utilization activities relating to Contractor-developed
Intellectual Property.


 


iii.                                    Conduct
work performed using royalties so as to avoid interference with or adverse
effects on ongoing DOE projects and programs.


 


iv.                                   Conduct
activities relating to commercial utilization of Contractor-developed
Intellectual Property so as to avoid interference with or adverse effects on
user facility or WFO activities of the Contractor.


 


v.                                      Conduct
DOE funded projects and-programs so as to avoid the appearance of conflicts of
interest or actual conflicts of interest with non-Government funded work.


 


vi.                                   Notify
the Contracting Officer with respect to any new work to be performed or
proposed to be performed under the Contract for the Department or other Federal
agencies where the new work or proposal involves Intellectual Property in which
the Contractor has obtained or intends to request or elect title.


 


vii.                                Except
as provided elsewhere in this Contract, obtain the approval of the Contracting
Officer for any licensing of or assignment of title to Intellectual Property
rights by the Contractor to any business or corporate affiliate of the
Contractor.


 


viii.                             Obtain
the approval of the Contracting Officer prior to any assignment, exclusive
licensing, or option for exclusive licensing, of Intellectual Property to any
current or former Laboratory employee or consultant.


 


ix.                                     Notify
non-Federal sponsors of WFO activities, or non-Federal users of user
facilities, of any relevant Intellectual Property interest of the Contractor
prior to execution of WFOs or user agreements.


 


5.                                       Fairness
of opportunity.


 


In conducting its technology transfer activities,
the Contractor shall prepare procedures and take all reasonable measures to
ensure widespread notice of availability of technologies suited for transfer
and opportunities for exclusive licensing and joint research arrangements. The
requirement to widely disseminate the availability of technology transfer
opportunities does not apply to a specific application originated outside of
the Laboratory.


 


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6.                                       U.S.
Industrial Competitiveness.


 


i.                                          In
the interest of enhancing U.S. Industrial Competitiveness, the Contractor
shall, in its licensing and assignments of Intellectual Property, give
preference in such a manner as to enhance the accrual of economic and
technological benefits to the U.S. domestic economy. The Contractor shall
consider the following factors in all of its licensing and assignment
decisions:


 


A.                                   Whether
any resulting design and development will be performed in the United States and
whether resulting products, embodying parts, including components thereof, will
be substantially manufactured in the United States; or


 


B.                                     1                                          Whether
the proposed licensee or assignee has a business unit located in the United
States and whether significant economic and technical benefits will flow to the
United States as a result of the license or assignment agreement; and further,


 


2                                          Whether
in licensing any entity subject to the control of a foreign company or
government, such foreign government permits United States agencies,
organizations, or other persons to enter into cooperative research and
development agreements and licensing agreements, and have policies to protect
United States intellectual property rights.


 


If the Contractor determines that neither of
the above two sets of conditions is likely to be fulfilled, the Contractor,
prior to entering into such an agreement, must obtain the approval of the
Contracting Officer.  The Contracting
Officer shall act on any such requests for approval within thirty (30) days.


 


ii.                                       The
Contractor agrees to be bound by the provision of 35 U.S.C. 204


 


7.                                       Indemnity
- product liability.


 


In conducting technology transfer activities,
including, but not limited to, licensing activities or CRADAs, the Contractor
agrees to include in such agreements a requirement that the Contractor and the
U.S. Government be indemnified for all damages, costs, and expenses, including attorneys’
fees, arising from the commercialization and utilization of such technologies,
including, but not limited to, the making, using, selling, or exporting of products,
processes, or services derived from the transferred technology.


 


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8.                                       Disposition
of income (Applies to Contractors conducting technology transfer activities
under this clause and from which all income is returned to the Laboratory for
use under the Contract).


 


i.                                          Royalties
or other income earned or retained by the Contractor as a result of performance
of authorized technology transfer activities herein shall be used by the
Contractor for scientific research, development and education at the
Laboratory, consistent with the research and development mission and objectives
of the Laboratory and subject to Section 12(b)(5) of The
Stevenson-Wydler Technology Innovation Act of 1980, as amended [15 U.S.C.
3710a(b)(5)] and Chapter 38 of the Patent Laws (35 U.S.C. 200 et seq.) as
amended through the effective date of this modification. If the amounts of such
royalties and income received during any fiscal year exceed 5 percent of the
Laboratory’s budget for the fiscal year, 75 percent of such excess amounts
shall be paid to the Treasury of the United States, and the remaining amount of
such excess shall be used by the Contractor for the purposes as described above
in this paragraph. Any inventions arising out of such scientific research and
development activities shall be deemed to be “Subject Inventions” under the
Contract.


 


ii.                                       The
Contractor shall include as part of its annual Laboratory Institutional Plan or
other such annual document a plan setting out those uses to which royalties and
other income received as a result of performance of authorized technology
transfer activities herein, will be applied at the Laboratory, and at the end
of the year, provide a separate accounting for how the funds were actually
used. Under no circumstances shall these royalties and income be used for an
illegal augmentation of funds furnished by the U.S. Government.


 


iii.                                    The
Contractor shall establish a policy for making awards or sharing of royalties
with Contractor employees, other coinventors and coauthors including, when
deemed appropriate by the Contracting Officer, Federal employee coinventors.


 


9.                                       Transfer
to successor Contractor.


 


In the event of termination or expiration of
this Contract, any unexpended balance of income received for use at the
Laboratory shall be transferred, at the Contracting Officer’s request, to a
successor Contractor, or in the absence of a successor Contractor, to such
other entity as designated by the Contracting Officer. The Contractor shall
transfer title, as one package, in all patents and patent applications,
licenses, accounts containing royalty revenues from such license agreements,
including equity positions in third party entities, and other Intellectual Property
rights which arose at the


 


105





















 


Laboratory, to the successor Contractor or to
the Government as directed by the Contracting Officer.


 


10.                                 Technology
transfer affecting the national security.


 


i.                                          The
Contractor shall notify and obtain the written approval of the Contracting
Officer, prior to entering into any technology transfer arrangement, when such
technology or any part of such technology is classified or sensitive under Section 148
of the Atomic Energy Act (42 U.S.C. 2168). Such notification shall include
sufficient information to enable DOE to determine the extent that
commercialization of such technology would enhance or diminish security
interests of the United States, or diminish communications within DOE’s nuclear
weapons production complex. DOE shall use its best efforts to complete its
determination within sixty (60) days of the Contractor’s notification, and
provision of any supporting information, and DOE shall promptly notify the
Contractor as to whether the technology is transferable.


 


ii.                                       The
Contractor shall include in all of its technology transfer agreements with
third parties, including, but not limited to, CRADAs, licensing agreements and
assignments, notice to such third parties that the export of goods and/or
Technical Data from the United States may require some form of export control
license from the U.S. Government and that, failure to obtain such export
control license, may result in criminal liability under U.S. laws.


 


iii.                                    For
other than fundamental research as defined in National Security Directive 189,
the Contractor is responsible to conduct internal export control reviews and
assure that technology is transferred, in accordance with applicable law.


 


11.                                 Records.


 


The Contractor shall maintain records of its
technology transfer activities, in a manner and to the extent satisfactory to
DOE, and specifically including, but not limited to, the licensing agreements,
assignments and the records required to implement the requirements of
Paragraphs (5), (6), and (8) herein and shall provide reports to the
Contracting Officer to enable DOE to maintain the recording requirements of Section 12(c)(6) of
the Stevenson-Wydler Technology Innovation Act of 1980 as amended (15 U.S.C.
3710a(c)(6)). Such reports shall be made annually in a format to be agreed upon
between the Contractor and DOE and in such a format which will serve to
adequately inform DOE of the Contractor’s technology transfer activities while
protecting any data not subject to disclosure under the Rights in Technical
Data clause and Paragraph (b) herein. Such


 


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records shall be made available in accordance
with the clauses of this Contract pertaining to inspection, audit, and
examination of records.


 


12.                                 Reports
to Congress.


 


To facilitate DOE’s reporting to Congress,
the Contractor is required to annually submit to DOE a technology transfer plan
for conducting its technology transfer function for the upcoming year,
including plans for securing Intellectual Property rights in Laboratory
innovations with commercial promise and plans for managing such innovations so
as to benefit the competitiveness of United States industry.  This plan shall be provided to the
Contracting Officer on or before October 1 of each year.


 


13.                                 Oversight
and appraisal.


 


The Contractor is responsible for developing
and implementing effective internal controls for all technology transfer
activities consistent with the audit and record requirements of this Contract.
Laboratory Contractor performance in implementing the technology transfer
mission and the effectiveness of Contractor procedures will be evaluated by the
Contracting Officer as part of the annual appraisal process, with input from
the cognizant Secretarial Officer or program office.


 


b.                                      Technology
transfer through cooperative research and development agreements.


 


Upon approval of the Contracting Officer and
as provided in a DOE-approved Joint Work Statement (JWS), the Laboratory
Director or his designee may enter into CRADAs on behalf of the DOE subject to
the requirements set forth herein.


 


1.                                       Review
and approval of CRADAs.


 


i.                                          Each
JWS shall be submitted to the Contracting Officer for approval. The Contractor’s
Laboratory Director shall provide a program mission impact statement and shall
include an impact statement regarding related Intellectual Property rights
owned by the Government to assist the Contracting Officer in his approval
determination.


 


ii.                                       The
Contractor shall also include (specific to the proposed CRADA) a statement of
compliance with the Fairness of Opportunity requirements of Paragraph (a)(5) above.


 


iii.                                    Within
ninety (90) days after submission of a JWS, the Contracting Officer shall
approve, disapprove, or request modification to the JWS. If a modification is
required, the Contracting Officer shall approve or disapprove any resubmission
of the JWS within thirty (30) days of its resubmission, or ninety (90) days
from the date of the original submission, whichever is later. The Contracting


 


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Officer shall provide an explanation to the
Contractor’s Laboratory Director of any disapproval or requirement for
modification of a JWS.


 


iv.                                   Upon
approval of a JWS, the Contractor’s Laboratory Director may submit a CRADA,
based upon the approved JWS, to the Contracting Officer. The Contracting
Officer, within thirty (30) days of receipt of the CRADA, shall approve or
request modification of the CRADA. If the Contracting Officer requests a
modification of the CRADA, an explanation of such request shall be provided to
the Laboratory Director.


 


v.                                      The
Contractor shall not enter into, or begin work on, a CRADA until approval of
the CRADA has been granted by the Contracting Officer. The Contractor may
submit its proposed CRADA to the Contracting Officer at the time of submitting
its proposed JWS or any time thereafter. However, the Contracting Officer is
not obligated to respond under Subparagraph (iv) above until within thirty
(30) days after approval of the JWS or thirty (30) days after submittal of the
CRADA. whichever is later.


 


2.                                       Selection
of participants.


 


The Contractor’s Laboratory Director, in
deciding what CRADA to enter into shall:


 


i.                                          Give
special consideration to small business firms, and consortia involving small
business firms;


 


ii.                                       Grant
U.S. preference in accordance with the licensing and assignment requirements of
Paragraph (a)(6) above;


 


iii.                                    Provide
Fairness of Opportunity in accordance with the requirements of Paragraph (a)(5) above;
and


 


iv.                                   Give
consideration to the Conflict of Interest requirements of Paragraph (a)(4) above.


 


3.                                       Withholding
of data.


 


i.                                          The
Contractor may provide for appropriate protection against dissemination of data
produced as a result of research and development activities conducted under the
CRADA, for a period of up to five (5) years from the time the data is
first produced. Such data must be data that would be a trade secret or
commercial or financial data that would be privileged or confidential, if such
data had been obtained from a non-Federal Third Party. Since such data is
exempt from disclosure under the Freedom of Information


 


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Act, the DOE shall cooperate with the
Contractor in withholding such data.


 


ii.                                       Unless
otherwise expressly approved by the Contracting Officer in advance for a
specific CRADA, the Contractor agrees, at the request of the Contracting
Officer, to transmit such data to other DOE facilities for use by DOE or its
Contractors by or on behalf of the Government. Upon transmitting such data, the
Contractor shall clearly mark the data with a legend setting out the
restrictions against private use and further dissemination, along with the
expiration data of such restrictions.


 


iii.                                    In
addition to its authority to license Intellectual Property, the Contractor may
enter into licensing agreements with third parties for data developed by the Contractor
under a CRADA subject to other provisions of this Contract. However, the
Contractor shall neither use the protection against dissemination nor the
licensing of data as an alternative to obtaining patent protection of any
invention contained in such data.


 


4.                                       Work
for others and user facility programs.


 


i.                                          WFO
and User Facility Agreements (UFAs) are not considered CRADAs and will be
available for use by the Contractor in addition to CRADAs for achieving
utilization of employee expertise and unique facilities for maximizing
technology transfer. The Contractor agrees to inform prospective CRADA
participants, which are intending to substantially pay full cost recovery for
the effort under the CRADA, of WFO and UFA opportunities, including Class Waiver
provisions associated therewith.


 


ii.                                       Where
the Contractor believes that the transfer of technology to the U.S. domestic
economy will benefit from, or other equity considerations dictate, an
arrangement other than the Class Waiver of patent rights to the sponsor in
WFO and UFAs, a request may be made to the Contracting Officer for an exception
to the Class Waivers.


 


5.                                       Conflicts
of interest.


 


i.                                          Except
as provided in Subparagraph (iii) below, the Contractor shall assure that
no employee of the Contractor shall have a substantial role (including an
advisory role) in the preparation, negotiation, or approval of a CRADA, if, to
such employee’s knowledge:


 


A.                                   Such
employee, or the spouse, child, parent, sibling, or partner of such employee,
or an organization (other than the


 


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Contractor) in which such employee serves as
an officer, director, trustee, partner, or employee;


 


1                                          Holds
financial interest in any entity, other than the Contractor, that has a
substantial interest in the preparation, negotiation, or approval of the CRADA;


 


2                                          Receives
a gift of gratuity from any entity, other than the Contractor, that has a
substantial interest in the preparation, negotiation, or approval of the CRADA;
or


 


B.                                     A
financial interest in any entity, other than the Contractor, that has a
substantial interest in the preparation, negotiation, or approval of the CRADA,
is held by any person or organization with whom such employee is negotiating or
has any arrangement concerning prospective employment.


 


ii.                                       The
Contractor shall require that each employee of the Contractor who has a
substantial role (including an advisory role) in the preparation, negotiation,
or approval of a CRADA certify to the Contracting Officer that the circumstances
described in Subparagraph (i) above do not apply to that employee.


 


iii.                                    The
requirements of Subparagraphs (1) and (ii) above shall not apply in a
case where an employee, described therein, advises through the Contractor the
Contracting Officer in advance of his or her participation in the preparation,
negotiation, or approval of a CRADA of the nature of and extent of any
financial interest described in Subparagraph (i), and the Contracting Officer
determines that such financial interest is not so substantial as to be
considered likely to affect the integrity of the Contractor employee’s
participation in the process of preparing, negotiating, or approving the
cooperative agreement.


 


c.                                       Technology
transfer in other cost sharing agreements.


 


In conducting research and development
activities in cost shared agreements not covered by Paragraph (b) above,
the Contractor, with written permission of the Contracting Officer, may provide
for the withholding of data produced thereunder in accordance with the applicable
provisions of Paragraph (b)(3) herein.


 


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I-45                            RIGHTS
IN DATA - TECHNOLOGY TRANSFER ACTIVITIES


 


a.                                       Definitions.


 


1.                                       “Computer
software,” as used in this clause, means computer programs, computer data
bases, and documentation thereof.


 


2.                                       “Data,”
as used in this clause, means recorded information, regardless of form or the
media on which it may be recorded.  The
term includes technical data and computer software. The term does not include
information incidental to contract administration, such as financial,
administrative, cost or pricing, or management information.


 


3.                                       “Limited
rights data,” as used in this clause, means data (other than computer software)
developed at private expense that embody trade secrets or are commercial or
financial and confidential or privileged.


 


4.                                       “Technical
data,” as used in this clause, means data (other than computer software) which
are of a scientific or technical nature.


 


5.                                       “Restricted
computer software,” as used in this clause, means computer software developed
at private expense and that is a trade secret; is commercial or financial and
is confidential or privileged; or is published copyrighted computer software;
including minor modifications of such computer software.


 


6.                                       “Unlimited
rights,” as used in this clause, means the right of the Government to use,
disclose, reproduce, prepare derivative works, distribute copies to the public,
and perform publicly and display publicly, in any manner and for any purpose,
and to have or permit others to do so.


 


7.                                       “Limited
rights,” as used in this clause, means the rights of the Government in limited
rights data as set forth in the Limited Rights Notice of paragraph (g) in
this clause.


 


8.                                       “Restricted
rights,” as used in this clause, means the rights of the Government in
restricted computer software, including minor modifications of such computer
software, as set forth in a Restricted Rights Notice of paragraph (h) in
this clause.


 


b.                                      Allocation
of rights.


 


1.                                       The
Government shall have:


 


i.                                          Ownership
of all technical data and computer software first produced in the performance
of this Contract;


 


ii.                                       The
right to inspect technical data and computer software first produced or
specifically used in the performance of this Contract at all reasonable times
(for which inspection the proper facilities shall be afforded DOE by the
Contractor and its subcontractors);


 


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iii.                                    The
right to have all technical data and computer software first produced or
specifically used in the performance of this Contract delivered to the
Government or otherwise disposed of by the Contractor, either as the
Contracting Officer may from time to time direct during the progress of the
work or in any event as the Contracting Officer shall direct upon completion or
termination of this Contract, provided that nothing contained in this paragraph
shall require the Contractor to actually deliver any technical data or computer
software, the delivery of which is excused by this Rights in Data clause;


 


iv.                                   Unlimited
rights in technical data and computer software specifically used in the
performance of this Contract, except as provided herein regarding copyright,
and except for technical data and computer software pertaining to items of
standard commercial design, and further, subject to the withholding provisions
for protected CRADA information in accordance with Technology Transfer actions
under this Contract; the Contractor agrees to leave a copy of such data at the
facility or plant to which such data relate, and to make available for access
or to deliver to the Government such data upon request by the Contracting
Officer; provided, that if such data are limited rights data or restricted
computer software the rights of the Government in such data shall be governed
solely by the provisions of paragraph (g) hereof (“Rights in Limited
Rights Data”) or paragraph (h) hereof (“Rights in Restricted Computer
Software”); and


 


v.                                      The
right to remove, cancel, correct, or ignore any markings not authorized by the
terms of this Contract on any data furnished hereunder if, in response to a
written inquiry by DOE concerning the propriety of the markings, the Contractor
fails to respond thereto within 60 days or fails to substantiate the propriety
of the markings. In either case DOE will notify the Contractor of the action
taken.


 


2.                                       The
contractor shall have:


 


i.                                          The
right to withhold its limited rights data and restricted computer software in
accordance with the provisions of this clause;


 


ii.                                       The
right to use for its private purposes, subject to patent, security or other
provisions of this Contract, data it first produces in the performance of this
Contract, except for data in DOE’s Uranium Enrichment Technology, including
diffusion, centrifuge, and atomic vapor laser isotope separation, provided the
data requirement of this Contract have been met as of the date of the private
use of such data; and


 


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iii.                                    The
right to assert copyright subsisting in scientific and technical articles as
provided in paragraph (d) of this clause and the right to request
permission to assert copyright in works subsisting in works other than
scientific and technical articles as provided in paragraph (e) of this clause.


 


The contractor agrees that for limited rights
data or restricted computer software or other technical, business or financial
data in the form of recorded information which it receives from, or is given
access to by, DOE or a third party, including a DOE Contractor or
subcontractor, and for technical data or computer software it first produces
under this Contract which is authorized to be marked by DOE, the contractor
shall treat such data in accordance with any restrictive legend contained
thereon.


 


Nothing contained in this clause shall imply
a license to the Government under any patent or be construed as affecting the
scope of any licenses or other rights otherwise granted to the Government under
any patent.


 


c.                                       Copyright
(General).


 


1.                                       The
Contractor agrees not to mark, register or otherwise assert a copyright in any
data in a published or unpublished work, other than as set forth in paragraphs (d) and
(e) below.


 


2.                                       Except
for material to which the Contractor has obtained the right to assert copyright
in accordance with either paragraph (d) or (e) hereof, the Contractor
agrees not to include in the data delivered under this Contract any material
copyrighted by the Contractor and not to knowingly include any material
copyrighted by others without first granting or obtaining at no cost a license
therein for the benefit of the Government of the same scope as set forth in
paragraph (d) below. If the Contractor believes that such copyrighted
material for which the license cannot be obtained must be included in the data
to be delivered, rather than merely incorporated therein by reference, the
Contractor shall obtain the written authorization of the Contracting Officer to
include such material in the data prior to its delivery.


 


d.                                      Copyrighted
works (scientific and technical articles).


 


1.                                       The
Contractor shall have the right to assert, without prior approval of the
Contracting Officer, copyright subsisting in scientific and technical articles
based on or containing data first produced in the performance of this Contract,
and published in academic, technical or professional journals, synopsis
proceedings or similar works. When assertion of copyright is made, the
Contractor shall affix the applicable copyright notice of 17 U.S.C. 401 or 402
and acknowledgement of Government sponsorship (including contract number) on
the data when such data are


 


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delivered to the Government as well as when
the data are published or deposited for registration as a published work in the
U.S. Copyright Office. The contractor grants to the Government, and others
acting on its behalf, a paid-up, nonexclusive, irrevocable worldwide license in
such copyrighted data to reproduce, prepare derivative works, distribute copies
to the public, and perform publicly and display publicly, by or on behalf of
the Government.


 


e.                                       Copyrighted
works (other than scientific and technical articles).


 


1.                                       The
Contractor may obtain permission to assert copyright subsisting in technical
data and computer software first produced by the Contractor in performance of
this Contract, where the Contractor can show that commercialization would be
enhanced by such copyright protection, subject to the following:


 


i.                                          Contractor
Request to Assert Copyright.


 


A.                                   For
data other than scientific and technical articles, the Contractor shall submit
in writing to Patent Counsel its request to assert copyright in data first
produced in the performance of this Contract pursuant to this clause. Each
request by the Contractor to be complete must include: (1) the identity of
the data (including any computer program) for which the Contractor requests
permission to assert copyright, as well as an abstract which is descriptive of
the data and is suitable for dissemination purposes, (2) the program under
which it was funded, (3) whether the data is subject to an international
treaty or agreement, (4) whether the data is subject to export control, (5) a
statement that the Contractor plans to commercialize the data within five (5) years
of obtaining permission to assert copyright, and (6) for data other than
computer software, a statement explaining why the assertion of copyright is
necessary to enhance commercialization. For data that is developed using other
funding sources in addition to DOE funding, the permission to assert copyright
in accordance with this clause must also be obtained by the Contractor from all
other funding sources prior to the Contractor’s request to Patent Counsel. The
request shall include the contractor’s certification or other documentation
acceptable to the Patent Counsel demonstrating such permission has been
obtained.


 


B.                                     Permission
for the Contractor to assert copyright in excepted categories of data as
determined by DOE is expressly withheld. Such excepted categories include data


 


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whose release (1) would be detrimental
to national security, i.e., involves classified information or data or
sensitive information under Section 148 of the Atomic Energy Act of 1954,
as amended, or are subject to export control for nonproliferation and other
nuclear-related national security purposes, (2) would not enhance the
appropriate transfer or dissemination and commercialization of such data, (3) would
have a negative impact on U.S. industrial competitiveness, (4) would
prevent DOE from meeting its obligations under treaties and international
agreements, or (5) would be detrimental to one or more of DOE’s
programs.  Additional excepted categories
may be added by the Assistant General Counsel for Intellectual Property. Where
data are determined to be under an export control restriction, the Contractor
may still obtain permission to assert copyright in such restricted data for
purposes of limited commercialization within the constraints provided by the
export control statutes and regulations subject to the provisions of this
clause. However, notwithstanding any other provision of this Contract, all data
developed with Naval Reactors’ funding and those that are classified fall
within the above excepted categories and permission to assert copyright will
not be granted by DOE for those data. Additionally, the rights of the
Contractor in data are subject to the disposition of data rights in the
treaties and international agreements identified under this Contract as well as
those additional treaties and international agreements which DOE may from time
to time identify by unilateral amendment to the Contract; such amendment
listing added treaties and international agreements is effective only for data
which is developed after the date such treaty is added to this contract. Also,
the Contractor will not be permitted to assert copyright in data in the form of
various technical reports generated by the Contractor under the Contract
without first obtaining the advanced written permission of the Contracting
Officer.


 


ii.                                       DOE
Review and Response to Contractor’s Request.


 


A.                                   The
Patent Counsel shall use its best efforts to respond in writing within 90 days
of receipt of a complete request by the Contractor to assert copyright in
technical data and computer software pursuant to this clause. Such response
shall either give or withhold DOE’s permission for the Contractor to assert
copyright or advise the Contractor that DOE needs additional time to respond
and the reasons therefor.


 


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iii.                                    Permission
for Contractor to Assert Copyright.


 


A.                                   For
computer software, the Contractor shall furnish to the contractor designated by
DOE to serve as the DOE centralized software distribution and control point, at
the time permission to assert copyright is given under (ii) above: (1) an
abstract describing the software suitable for publication, (2) the source
code for each software program, and (3) the object code and at least the
minimum support documentation needed by a technically competent user to
understand and use the software. The Patent Counsel, for good cause shown by
the Contractor, may allow the minimum support documentation to be delivered
within 60 days after permission to assert copyright is given or at such time
the minimum support documentation becomes available. The Contractor
acknowledges that the above-identified DOE-designated contractor may provide a
technical description of the software in an announcement identifying its
availability from the copyright holder.


 


B.                                     Unless
otherwise directed by the Contracting Officer, for data other than computer
software to which the Contractor has received permission to assert copyright
under paragraph (ii) above, the Contractor shall within (60) days of
obtaining such permission furnish to DOE’s Office of Scientific and Technical
Information (OSTI) a copy of such data as well as an abstract of the data
suitable for dissemination purposes. The Contractor acknowledges that OSTI may
provide an abstract of the data in an announcement to DOE, its contractors and
to the public identifying its availability from the copyright holder.


 


C.                                     For
a period of five (5) years beginning on the date the Contractor is given
permission to assert copyright in data, the Contractor grants to the
Government, and others acting on its behalf, a paid-up, nonexclusive,
irrevocable worldwide license in such copyrighted data to reproduce, prepare
derivative works, and perform publicly and display publicly, by or on behalf of
the Government.


 


D.                                    After
the five (5) year period set forth in (C) above, or if, prior to the
end of such period, the Contractor abandons commercialization activities
pertaining to the data to which the Contractor has been given permission to
assert copyright, the Contractor grants to the Government, and others acting on
its behalf, a paid-up, nonexclusive, irrevocable worldwide license in such
copyrighted data to


 


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reproduce, distribute copies to the public,
prepare derivative works, perform publicly and display publicly, and to permit
others to do so.


 


E.                                      Whenever
the Contractor obtains permission to assert copyright in data, the Contractor
shall affix the applicable copyright notice of 17 U.S.C. 401 or 402 on the
copyrighted data and also an acknowledgement of the Government sponsorship and
license rights of paragraphs (C) and (D) above such action shall be
taken when the data are delivered to the Government, published, licensed, or
deposited for registration as a published work in the U.S. Copyright Office.
The acknowledgement of Government sponsorship and license rights shall be as
follows:


 


NOTICE: The Government is granted for itself
and others acting on its behalf a paid-up, nonexclusive, irrevocable worldwide
license in this data to reproduce, prepare derivative works, and perform
publicly and display publicly. Beginning five (5) years after (date
permission to assert copyright was obtained) the Government is granted for itself
and others acting on its behalf a paid-up, nonexclusive, irrevocable worldwide
license in this data to reproduce, prepare derivative works, distribute copies
to the public, perform publicly and display publicly, and to permit others to
do so. NEITHER THE UNITED STATES NOR THE UNITED STATES DEPARTMENT OF ENERGY,
NOR ANY OF THEIR EMPLOYEES, MAKES ANY WARRANTY, EXPRESS OR IMPLIED, OR ASSUMES
ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR
USEFULNESS OF ANY INFORMATION, APPARATUS, PRODUCT, OR PROCESS DISCLOSED, OR
REPRESENTS THAT ITS USE WOULD NOT INFRINGE-PRIVATELY OWNED RIGHTS.


 


F.                                      With
respect to any data to which the Contractor has received permission to assert
copyright, the DOE has the right, during the 5-year period set forth in
subparagraph (e)(1)(i)(A) above, to request the Contractor to grant a
nonexclusive, partially exclusive or exclusive license in any field of use to a
responsible applicant(s) upon terms that are reasonable under the
circumstances, and if the Contractor refuses such request, to grant such
license itself, if the DOE determines that the Contractor has not made a
satisfactory demonstration that either it or its licensee(s) is actively


 


117





















 


pursuing commercialization of the data as set
forth in subparagraph (e)(1)(i)(A) above. Before licensing under this
paragraph (F), DOE shall furnish the Contractor a written request for the
Contractor to grant the stated license, and the Contractor shall be allowed
thirty (30) days (or such longer period as may be authorized by the Contracting
Officer for good cause shown in writing by the Contractor) after such notice to
show cause why the license should not be granted. The Contractor shall have the
right to appeal the decision of the DOE to grant the stated license to the
Invention Licensing Appeal Board as set forth in 10 CFR 781.65 - “Appeals”.


 


G.                                     No
costs shall be allowable for maintenance of copyrighted data, primarily for the
benefit of the Contractor and/or a licensee and which exceeds DOE Program
needs, except as expressly provided in writing by the Contracting Officer. The
Contractor may use its net royalty income to effect such maintenance costs.


 


H.                                    At
any time the Contractor abandons commercialization activities for data for
which the Contractor has received permission to assert copyright in accordance
with this clause; it shall advise OSTI and Patent Counsel and upon request
assign the copyright to the Government so that the Government can distribute
the data to the public.


 


f.                                         Subcontracting.


 


1.                                       The
Contractor agrees to use a Rights in Data clause as directed by the Contracting
Officer in subcontracts having as a purpose the conduct of research,
development, and demonstration work and in subcontracts for supplies.


 


2.                                       It
is the responsibility of the Contractor to obtain from its subcontractors data
and rights therein, on behalf of the Government, necessary to fulfill the
Contractor’s obligations to the Government with respect to such data.  In the event of refusal by a subcontractor to
accept a clause affording the Government such rights, the Contractor shall:


 


i.                                          Promptly
submit written notice to the Contracting Officer setting forth reasons for the
subcontractor’s refusal and other pertinent information which may expedite
disposition of the matter; and


 


ii.                                       Not
proceed with the subcontract without the written authorization of the
Contracting Officer.


 


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g.                                      Rights
in Limited Rights Data.


 


Except as may be otherwise specified in this
Contract as data which are not subject to this paragraph, the Contractor agrees
to and does hereby grant to the Government an irrevocable, nonexclusive paid-up
license and right to use by or for the Government, any limited rights data of
the Contractor specifically used in the performance of this Contract, provided,
however, that to the extent that any limited rights data when furnished or
delivered is specifically identified by the Contractor at the time of initial
delivery to the Government or a representative of the Government, such data
shall not be used within or outside the Government except as provided in the “Limited
Rights Notice” set forth below. All such limited rights data shall be marked
with the following “Limited Rights Notice”:


 


LIMITED RIGHTS NOTICE


 


These data
contain “limited rights data”, furnished under Contract No.                 
with the United States Department of Energy (and Purchase Order/Subcontract No.                        
if applicable) which may be duplicated and used by the Government with the
express limitations that the “limited rights data” may not be disclosed outside
the Government or be used for purposes of manufacture without prior permission
of the Contractor, except that further disclosure or use may be made solely for
the following purposes:


 


a.                                       This
“limited rights data” may be disclosed for evaluation purposes under the
restriction that the “limited rights data” be retained in confidence and not be
further disclosed;


 


b.                                      This
“limited rights data” may be disclosed to other Contractors participating in
the Government’s program of which this Contract is a part for information or
use in connection with the work performed under their contracts and under the
restriction that the “limited rights data” be retained in confidence and not be
further disclosed; and


 


c.                                       This
“limited rights data” may be used by the Government or others on its behalf for
emergency repair or overhaul work under the restriction that the “limited
rights data” be retained in confidence and not be further disclosed.


 


This Notice
shall be marked on any reproduction of this data in whole or in part.


 


(END OF NOTICE)


 


h.                                      Rights
in Restricted Computer Software.


 


1.                                       Except
as may be otherwise specified in this Contract as data which are not subject to
this paragraph, the Contractor agrees to and does hereby grant to the
Government an irrevocable, nonexclusive paid-up license and right to use by or
for the Government, any restricted computer software of the Contractor
specifically used in the performance of this Contract, provided, however, that
to the extent that any restricted computer software when furnished or delivered
is specifically identified by the Contractor at the time of initial delivery to
the Government or a representative of the Government, such data shall not be
used within or outside the Government except as provided in the “Restricted
Rights Notice” set forth below. All


 


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such restricted computer software shall be
marked with the following “Restricted Rights Notice”:


 


RESTRICTED RIGHTS
NOTICE—LONG FORM


 


a.                                       This
computer software is submitted with restricted rights under Government Contract
No.                                
(and subcontract                            
if appropriate).  It may not be used,
reproduced, or disclosed by the Government except as provided in paragraph (b) of
this notice.


 


b.                                      This
computer software may be:


 


1.                                       Used,
or copied for use, in or with the computer or computers for which it was
acquired, including use at any Government installation to which such computer
or computers may be transferred;


 


2.                                       Used,
copies for use, in a backup or replacement computer if any computer for which
it was acquired is inoperative or is replaced;


 


3.                                       Reproduced
for safekeeping (archives) or backup purposes;


 


4.                                       Modified,
adapted, or combined with other computer software, provided that only the
portions of the derivative software are to be made subject to the same
restricted rights; and


 


5.                                       Disclosed
to and reproduced for use by contractors under a service contract (of the type
defined in FAR 37.101) in accordance with subparagraphs (b)(1) through (4) of
this Notice, provided the Government makes such disclosure or reproduction
subject to these restricted rights.


 


c.                                       Notwithstanding
the foregoing, if this computer software has been published under copyright, it
is licensed to the Government, without disclosure prohibitions, with the rights
set forth in the restricted rights notice above.


 


d.                                      This
notice shall be marked on any reproduction of this computer ‘software, in whole
or in part.


 


(END OF NOTICE)


 


2.                                       Where
it is impractical to include the Restricted Rights Notice on restricted
computer software, the following short-form Notice may be used in lieu thereof:


 


RESTRICTED RIGHTS
NOTICE — SHORT FORM


 


Use, reproduction, or disclosure is subject
to restrictions set forth in the Long Form Notice of Contract No.                        
(subcontract No.                                
if appropriate) with                                      
(name of Contractor or subcontractor).


 


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(END OF NOTICE)


 


3.                                       If
the software is embedded, or if it is commercially impractical to mark it with
human readable text, then the symbol R and the clause date (mo/yr) in brackets
or a box, a [R-mo/yr], may be used. This will be read to mean restricted
computer software, subject to the rights of the Government as described in the
Long Form Notice, in effect as of the date indicated next to the symbol.
The symbol shall not be used to mark human readable material. In the event this
Contract contains any variation to the rights in the Long Form Notice,
then the contract number must also be cited.


 


4.                                       If
restricted rights computer software is delivered with the copyright notice of
17 U.S.C. 401, the software will be presumed to be published copyrighted
computer software licensed to the Government without disclosure prohibitions,
with unlimited rights, unless the Contractor includes the following statement
with such copyrighted notice:  “Unpublished
— rights reserved under the Copyright Laws of the United States.”


 


I-46                            FAR
52.232-25 PROMPT PAYMENT (SEP 1992)


 


Notwithstanding any other payment clause in
this contract, the Government will make invoice payments and contract financing
payments under the terms and conditions specified in this clause. Payment shall
be considered as being made on the day a check is dated or an electronic funds
transfer is made. Definitions of pertinent terms are set forth in 32.902. All
days referred to in this clause are calendar days, unless otherwise specified.
The term foreign vendor means an incorporated concern not incorporated in the
United States, or an unincorporated concern having its principal place of
business outside the United States.


 


a.                                       Invoice
Payments


 


1.                                       For
purposes of this clause, “invoice payment” means a Government disbursement of
monies to a Contractor under a contract or other authorization for supplies or
services accepted by the Government. This includes payments for partial
deliveries that have been accepted by the Government and final cost or fee
payments where amounts owed have been settled between the Government and the
Contractor.


 


2.                                       Except
as indicated in subparagraph (a)(3) and paragraph (c) of this clause,
the due date for making invoice payments by the designated payment office shall
be the later of the following two events:


 


i.                                          The
30th day after the designated billing office has received a proper invoice from
the Contractor.


 


ii.                                       The
30th day after Government’ acceptance of supplies delivered or services
performed by the Contractor. On a final invoice where the payment amount is
subject to contract settlement actions, acceptance shall


 


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be deemed to have occurred on the effective
date of the contract settlement. However, if the designated billing office
fails to annotate the invoice with the actual date of receipt, the invoice
payment due date shall be deemed to be the 30th day after the date the
Contractor’s invoice is dated, provided a proper invoice is received and there
is no disagreement over quantity, quality, or Contractor compliance with
contract requirements.


 


3.                                       The
due date on contracts for meat, meat food products, or fish; contracts for
perishable agricultural commodities, contracts for dairy products, edible fats
or oils, and food products prepared from edible fats or oils, and contracts not
requiring submission of an invoice shall be as follows:


 


i.                                          The
due date for meat and meat food products, as defined in section 2(a) (3) of
the Packers and Stockyard Act of 1921 (7 U.S.C. 182 (3)) and further defined in
Pub. L. 98—181 to include any edible fresh or frozen poultry meat, any
perishable poultry meat food product, fresh eggs, and any perishable egg
product, will be as close as possible to, but not later than, the 7th day after
product delivery.


 


ii.                                       The
due date for fresh or frozen fish, as defined in section 204(3) of
the Fish and Seafood Act of 1986 (16 U.S.C. 4003(3)), will be as close as
possible to, but not later than, the-seventh day after product delivery.


 


iii.                                    The
due date for perishable agricultural commodities, as defined in Section 1(4) of
the Perishable Agricultural Commodities Act of 1930 (7 U.S.C. 499a(44)), will
be as close as possible to, but not later than, the 10th day after product
delivery, unless another date is specified in the contract.


 


iv.                                   The
due date for dairy products, as defined in section 111(e) of the
Dairy Production Stabilization Act of 1983 (7 U.S.C. 4502(e)), edible fats or
oils, and food products prepared from edible fats or oils, will be as close as
possible to, but not later than, the 10th day after the date on which a proper
invoice has been received.


 


v.                                      If
the contract does not require submission of an invoice for payment (e.g.,
periodic lease payments), the due date will be as specified in the contract.


 


4.                                       An
invoice is the Contractor’s bill or written request for payment under the
contract for supplies delivered or services performed. An invoice shall be
prepared and submitted to the designated billing officer specified in the
contract. A proper invoice must include the items listed in subdivisions (a)(4)(i) through
(a)(4)(viii) of this clause.  If the
invoice does not comply with these requirements, then the contractor will be
notified of the defect within 7 days after receipt of the invoice at the
designated billing office (3 days for meat, meat food products, or fish, and 5
days for perishable agricultural commodities, edible fats or oils, and


 


122





















 


food products prepared from edible fats or
oils. Untimely notification will be taken into account in the computation of
any interest penalty owed the Contractor in the manner described in
subparagraph (a)(6) of this clause.


 


i.                                          Name
and address of the Contractor.


 


ii.                                       Invoice
date.


 


iii.                                    Contract
number or other authorization for supplies delivered or services performed
(including order number and contract line item number).


 


iv.                                   Description,
quantity, unit of measure, unit price, and extended price of supplies delivered
or services performed.


 


v.                                      Shipping
and payment terms (e.g., shipment number and date of shipment, prompt payment
discount terms).  Bill of lading number
and weight of shipment will be shown for shipments on Government bills of
lading:


 


vi.                                   Name
and address of Contractor official to whom payment is to be sent (must be the
same as that in the contract or in a proper notice of assignment).


 


vii.                                Name
(where practicable), title, phone number and mailing address of person to be
notified in event of a defective invoice.


 


viii.                             Any
other information or documentation required by other requirements of the
contract (such as evidence of shipment).


 


5.                                       An
interest penalty shall be paid automatically by the Government, without request
from the contractor, if payment is not made by the due date and the conditions
listed in subdivisions (a) (5) (i) through (a) (5) (iii) of
this clause are met, if applicable. An interest penalty shall not be paid on
contracts awarded to foreign vendors outside the United States for work
performed outside the United States.


 


i.                                          A
proper invoice was received by the designated billing office.


 


ii.                                       A
receiving report or other Government documentation authorizing payment was processed
and there was no disagreement over quantity, quality, or contractor compliance
with any contract term or condition.


 


iii.                                    In
the case of a final invoice for any balance of funds due the Contractor for
supplies delivered or services performed, the amount was not subject to further
contract settlement actions between the Government and the Contractor.


 


6.                                       The
interest penalty shall be at the rate established by the Secretary of the
Treasury under section 12 of the Contract Disputes Act of 1978 (41 U.S.C.
611)


 


123





















 


that is in effect on the day after the due
date, except where the interest penalty is prescribed by other government
authority. This rate is referred to as the “Renegotiation Board Interest Rate,”
and it is published in the Federal Register semiannually on or about January 1
and July 1. The interest penalty shall accrue daily on the invoice payment
amount approved by the Government. and be compounded in 30-day increments
inclusive from the first day after the due date through the payment date. That
is, interest accrued at the end of any 30-day period will be added to the
approved invoice payment amount and be subject to interest penalties if not
paid in the succeeding 30-day period. If the designated billing office failed
to notify the Contractor of a defective invoice within the periods prescribed
in subparagraph (a)(4) of this clause, then the due date on the corrected
invoice will be adjusted by subtracting the number of days taken beyond the prescribed
notification of defects period. Any interest penalty owed the Contractor will
be based on this adjusted due date. Adjustments will be made by the designated
payment office for errors in calculating interest penalties, if requested by
the Contractor.


 


i.                                          For
the sole purpose of computing an interest penalty that might be due the
contractor, Government acceptance shall be deemed to have occurred
constructively on the 7th day (unless otherwise specified in this contract)
after the contractor delivered the supplies or performed the services in
accordance with the terms and conditions of the contract, unless there is a
disagreement over quantity, quality, or contractor compliance with a contract
provision. In the event that actual acceptance occurs within the constructive
acceptance period, the determination of an interest penalty shall be based on
the actual date of acceptance.  The
constructive acceptance requirement does not, however, compel Government
officials to accept supplies or services, perform contract administration
functions, or make payment prior to fulfilling their responsibilities.


 


ii.                                       The
following periods of time will not be included in the determination of an
interest penalty:


 


A.                             The
period taken to notify the Contractor of defects in invoices submitted to the
Government, but this may not exceed 7 days (3 days for meat, meat food
products, or fish, and 5 days for perishable agricultural commodities, dairy
products, edible fat or oils, and food products prepared from edible fats or
oils).


 


B.                               The
period between the defects notice and resubmission of the corrected invoice by
the Contractor.


 


iii.                                    Interest
penalties will not continue to accrue after the filing of a claim for such
penalties under the clause at 52.233-1, Disputes, or for more than 1 year.
Interest penalties of less than 51.00 need not be paid.


 


124





















 


iv.                                   Interest
penalties are not required on payment delays due to disagreement between the
Government and Contractor over the payment amount or other issues involving
contract compliance or on amounts temporarily withheld or retained in
accordance with the terms of the contract. Claims involving disputes, and any
interest that may be payable, will be resolved in accordance with the clause at
52.233-1, Disputes.


 


7.                                       An
interest penalty shall also be paid automatically by the designated payment
office, without request from the contractor, if a discount for prompt payment
is taken improperly. The interest penalty will be calculated as described in
subparagraph (a) (6) of this clause on the .amount of discount taken
for the period beginning with the first day after the end of the discount
period through the date when the contractor is paid.


 


8.                                       If
this contract was awarded on or after October 1, 1989, a penalty amount,
calculated in accordance with regulations issued by the Office of Management
and Budget, shall be paid in addition- to the interest penalty amount if the
contractor


 


i.                                          Is
owed an interest penalty;


 


ii.                                       Is
not paid the interest penalty within 10 days after the date the invoice amount
is paid; and


 


iii.                                    Makes
a written demand, not later than 40 days after the date the invoice amount is
paid, that the agency pay such a penalty.


 


b.                                      Contract
Financing Payments


 


1.                                       For
purposes of this clause, contract financing payment means a Government
disbursement of monies to a Contractor under a contract clause or other
authorization prior to acceptance of supplies or services by the Government.
Contract financing payments include advance payments, progress payments based
on cost under the clause at 52.232-16, Progress Payments, progress payments
based on a percentage or stage of completion (32.102(e)(1)) other than those
made under the clause at 52.232-5, Payments Under Fixed-Price Construction Contracts,
or the clause at 52.232-10, Payments Under Fixed-Price Architect-Engineer
Contracts, and interim payments on cost type contracts.


 


2.                                       For
contracts that provide for contract financing, requests for payment shall be
submitted to the designated billing office as specified in this contract or as
directed by the Contracting Officer. Contract financing payments shall be made
on the [insert day as prescribed by Agency head; if not prescribed, insert 30th
day] day after receipt of a proper contract financing request by the designated
billing office. In the event that an audit or other review of a specific
financing request is required to ensure compliance with the terms and
conditions of the contract, the designated payment office is not compelled to make
payment by the due date specified.


 


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3.                                       For
advance payments, loans, or other arrangements that do not involve recurrent
submissions of contract financing requests, payment shall be made in accordance
with the corresponding contract terms or as directed by the Contracting
Officer.


 


4.                                       Contract
financing payments shall not be assessed an interest penalty for payment
delays.


 


If this
contract contains the clause at 5.213-1, Fast Payment Procedure, payments will
be made within 15 days after the date of receipt of the invoice.


 


Intellectual
Property Clauses


 


Additional
Intellectual Property clauses (general clauses 78, 79, 80, and 84) are included
in DOE Set 304, Contract Clauses Cost Reimbursement Service Contracts dated May 1992.


 


I-47                            DOE
PR 9-9.103-3 INTELLECTUAL PROPERTY INDEMNITY (JUN 1979)


 


a.                                       The
Contractor shall indemnify the Government and its officers, agents, and
employees against liability, including costs, for infringement of U.S. Letters
Patent (except U.S. Letters Patent issued upon an application which is now or
may hereafter be kept secret or otherwise withheld from issue by order of the
Government) resulting from the Contractor’s:


 


1.                                       furnishing
or supplying standard parts or components which have been sold or offered for
sale to public on the commercial open market; or


 


2.                                       utilizing
its normal practices or methods which normally are or have been used in
providing goods and services in the commercial open market, in the performance
of the contract; or


 


3.                                       utilizing
any parts, components, practices, or methods to the extent to which the
Contractor has secured indemnification from liability. The foregoing. indemnity
shall not apply unless the Contractor shall have been informed as soon as
practicable by the Government of the suit or action alleging such infringement,
and shall have been given such opportunity as is afforded by applicable laws,
rules, or regulations to participate in the defense thereof; and further, such
indemnity shall not apply to a claimed infringement which is settled without
the consent of the Contractor, unless required by final decree of a court of
competent jurisdiction or to an infringement resulting from addition to or
change in such supplies or components furnished or construction work performed
for which addition or change was made subsequent to delivery or performance by
the Contractor.


 


b.                                      The
Contractor shall indemnify and save and hold harmless the Government, its
officers, agents, and employees acting within the . scope of their official
duties against any liability, including costs and expenses for violation by the
Contractor


 


126





















 


of proprietary rights or copyrights arising
out of delivery or use of any data furnished or utilized by the Contractor in
the course of or under this contract.


 


I-48                            DOE
PR 9-9.106 CLASSIFIED INVENTIONS (JUN 1979)


 


a.                                       The
Contractor shall not file or cause to be filed on any invention or discovery
conceived or first actually reduced to practice in the course of or under this
contract, in any country other than the United States, an application or
registration for a patent without first obtaining written approval of the
contracting officer.


 


b.                                      When
filing a patent application in the United States on any invention or discovery
conceived or first actually reduced to practice in the course of or under this
contract, the subject matter of which is classified for reasons of security,
the Contractor shall observe all applicable security regulations covering the
transmission of classified subject matter. When transmitting the patent
application to the United States Patent and Trademark Office, the Contractor
shall by separate letter identify by agency and number, the contract or
contracts which require security classification markings to be placed on the
application.


 


c.                                       The
substance of this clause shall be included in subcontracts which cover or are
likely to cover classified subject matter.


 


I-49                            DOE
PR 9-9.107-5(H) FACILITIES LICENSE* (DEVIATION) (APR 1984)


 


Facilities license.


 


As used in this (n) paragraph “facility”
means any facility of the Government at which the remediation, decontamination
or decommissioning technology practiced under this contract or any subcontract
thereunder may be utilized by or for the Government.


 


a.                                       In
addition to the rights of the parties with respect to inventions actually
reduced to practice in the course of or under this contract, the Contractor
agrees to and does hereby grant to the Government an irrevocable, nonexclusive
paid-up license in and to any inventions or discoveries regardless of when
conceived or actually reduced to practice or acquired by the Contractor, which
are owned or controlled by the Contractor at any time through completion of
this contract and which are incorporated or embodied in the construction of the
facility or which are utilized in the operation of the facility or which cover
articles, materials, or products manufactured by the facility (1) to
practice or to have practices by or for the Government at the facility, and (2) to
transfer such license with the transfer of that facility. The acceptance or
exercise by the Government of the aforesaid rights and license shall not
prevent the Government at any time from contesting the enforceability, validity
or scope of, or title to, any rights or patents herein licensed.


 


b.                                      To
the extent that the Contractor or any of its subcontractors intend to employ or
utilize patented technology which it does not own or control and which it knows
or should know is patented to others, the Contractor shall be responsible for


 


127





















 


obtaining a license to utilize such patented
technology by and for the Government on terms and conditions which have the
written approval of the Contracting Officer.


 










*This clause
supplements DEAR 927.300(a) Patent Rights - Long Form (Deviation)
(APR 1984)


 


I-50                            LIMITATION
ON ASSIGNED SUBCONTRACTS TO BECHTEL.


 


Under no circumstances shall the
subcontractor be allowed to mange, direct, supervise, or otherwise have
influence over any subcontract or purchase order assigned by WHC to Bechtel
that may involve a company affiliated with the subcontractor.


 


5-51                          USE
OF ANALYTICAL LABORATORIES


 


BHI shall review all work plans or other
documents that may be prepared by the subcontractor and which may propose
sampling plan that would generate analytical samples to be sent to analytical
laboratories. These plans will subsequently be submitted to DOE for review and
generally will be parts of work plans or other documents submitted to the
relevant regulatory agencies for regulatory approval under the Hanford Federal
Facility Agreement and Consent Order. Further, there shall be no performance of
laboratory testing during the transition period.  It is further understood that BHI and the
Subcontractor shall establish controls which require the prior approval of BHI
before the subcontractor can perform laboratory testing of any nature.


 


I-52                            DISPUTES


 


a.                                       Initial
resolution of disputes, conflicts, or claims under this subcontract shall
reside with Bechtel’s Procurement Manager. In the event that an equitable
resolution of the dispute cannot be reached, the Subcontractor may request that
Bechtel authorize an appeal to the Government Contracting Officer in the Contractor’s
name or, solely at Bechtel’s option, Bechtel may bring the appeal directly to
the Government Contracting Officer in Bechtel’s name. Any dispute or appeal
brought before the Government Contracting Officer shall be submitted pursuant
to the Disputes clause found in the prime contract (FAR 52.233-1 (ALT 1)
(DEC 91)). The Contracting Officer’s Final Decision and, if appealed, the final
Appeal Board or court ruling, after all appeals have been exhausted, shall be
binding.


 


b.                                      Bechtel
will not be liable to the Subcontractor for any amounts being claimed unless
and until Bechtel receives the amount claimed by the Subcontractor from the
Government. If the Government fails to pay on any claim, Bechtel has no further
liability to the Subcontractor.


 


c.                                       Should
Bechtel authorize an appeal in its name, the Subcontractor shall bear all costs
associated with such appeal.


 


d.                                      Any
appeal submitted shall include Bechtel’s direct and indirect costs and fee
allocation, as applicable to the costs being appealed.


 


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e.                                       The
Subcontractor shall indemnify and hold Bechtel harmless from any and all
liability stemming from Bechtel’s certification of the Subcontractor’s claim in
any appeal.


 


f.                                         Pending
resolution of any dispute under the subcontract, The Subcontractor shall
proceed as directed by Bechtel in writing.


 


g.                                      Any
dispute arising from the subcontract that is not processed under FAR 52.233-1
Alt 1 (Dec 91) shall be brought before a court of competent jurisdiction in the
State of Washington. Such Court shall refer to Government contract law,
including Comptroller General decisions and Board of Contract Appeals
decisions, on questions of policy and the construction of standard clauses, and
will refer to Washington State law on questions of sales and general rules of
contract interpretation.


 


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PART III - SECTION J


 


LIST OF ATTACHMENTS


 


The below
attachments, with the exception of Attachment 4 (Billing Instructions), are not
physically attached to subcontract. The Attachments shall form a part of the
subcontract to be established for the ERMC activities. All transition
activities shall be based on the inclusion of these attachments in the
subcontract to be established following the transition. A copy of the
attachments will be made available upon request. Attachment 4 is attached
herewith and is a part of this Agreement.


 


	
  Attachment
  No.

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
  Attachment 1

  	
   

  	
  Hanford Site Stabilization Agreement

  
	
   

  	
   

  	
   

  
	
  Attachment 2

  	
   

  	
  Appendices

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Appendix 1

  	
  Reserved

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Appendix 2

  	
  Interface Matrix with Hanford On-Site
  Contractors

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Appendix 3

  	
  Site Support Services Handbook (*indicates
  mandatory services) and Types of Data Bases

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Appendix 4

  	
  Site Management System Description

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Appendix 5

  	
  Facilities for Decontamiation and
  Decommissioning

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Appendix 6

  	
  List of Applicable Milestones in the
  Tri-Party Agreement

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Appendix 7

  	
  Environmental Restoration RCRA Treatment,
  Storage, and Disposal (TSD) Unit Closures

  
	
   

  	
   

  	
   

  	
   

  
	
  Attachment 3

  	
   

  	
  Excerpt from DOE 5480.11, Radiation
  Protection for Occupational Workers; Health Physics Position Qualification
  and Training Requirements

  
	
   

  	
   

  	
   

  
	
  Attachment 4

  	
   

  	
  Billing Instructions

  
	
   

  	
   

  	
   

  
	
  Attachment 5

  	
   

  	
  Reserved

  
	
   

  	
   

  	
   

  
	
  Attachment 6

  	
   

  	
  Subcontracting Plan

  
	
   

  	
   

  	
   

  
	
  Attachment 7

  	
   

  	
  Advance Agreement, Personnel and Related
  Costs

  



 


130