EXHIBIT 10.8


Agreement between Washington

Closure Hanford, LLC and

Eberline Services Hanford, Inc.


WASHINGTON CLOSURE
HANFORD, LLC


TECHNICAL SERVICES SUBCONTRACT
AGREEMENT FORM


	
  SUBCONTRACTOR:

  	
   

  	
  Eberline Services Hanford, Inc.

  	
   

  	
  SUBCONTRACT NO: 0000X-SC-G0547

  
	
  ADDRESS:

  	
   

  	
  3200 George Washington Way

  	
   

  	
  EFFECTIVE DATE:

  	
  October 1, 2005

  
	
   

  	
   

  	
  Richland, WA 99354

  	
   

  	
  COMPLETION DATE: September 30, 2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CONTACT: Charles L. Hellier

  	
   

  	
  WORK LOCATION: Hanford, WA

  
	
   

  	
   

  	
   

  
	
  TELEPHONE: (509) 371-1506

  	
   

  	
  ISSUING OFFICE: WCH, LLC

  
	
  FAX: (509) 371-1415

  	
   

  	
   

  



 


This Subcontract,
entered into this first day of October 2005, by Washington Closure Hanford,
LLC, a corporation organized and existing under the Laws of the State of
Delaware (CONTRACTOR) and Eberline Services Hanford, Inc. a Corporation duly
organized and existing under the Laws of the State of Delaware
(SUBCONTRACTOR);  All work specified
below, which is a portion of the work and services to be performed by
CONTRACTOR for the United States Department of Energy under Contract
Number  DE-AC06-05RL14655, shall be
performed by the SUBCONTRACTOR in accordance with all provisions of this
Subcontract, consisting of the following:


	
  

  	
  SUBCONTRACT AGREEMENT, Rev 3

  	
   

  	
  dated

  	
   

  	
  3/07/07

  	
   

  
	
   

  	
  EXHIBIT A

  	
  General Conditions, Rev 2

  	
   

  	
  dated

  	
   

  	
  6/27/06

  	
   

  
	
   

  	
  EXHIBIT B

  	
  Special Conditions, Rev 2

  	
   

  	
  dated

  	
   

  	
  3/07/07

  	
   

  
	
   

  	
  EXHIBIT C

  	
  Schedule of Quantities and Prices, Rev 4

  	
   

  	
  dated

  	
   

  	
  2/8/07

  	
   

  
	
   

  	
  EXHIBIT D

  	
  Scope of Work, Rev 1

  	
   

  	
  dated

  	
   

  	
  3/07/07

  	
   

  
	
   

  	
  EXHIBIT E

  	
  Reserved (For Technical Specs see Exhibit D)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT F

  	
  Reserved (For Drawings and Data see Exhibit D)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT G

  	
  Reserved (Safety and Health Requirements –

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Using WCH’s plans, procedures, etc.)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT H

  	
  Reserved (Site Stabilization Agreement – NA)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXHIBIT I

  	
  Submittal Requirements, Rev 2

  	
   

  	
  dated

  	
   

  	
  7/24/06

  	
   

  
	
   

  	
  EXHIBIT J

  	
  Reserved (Environmental and Waste Management

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Requirements – Using WCH’s plans, procedures, etc.)

  	
   

  	
   

  	
   

  



 


1.                             WORK TO BE
PERFORMED: Except as specified elsewhere in this Subcontract, SUBCONTRACTOR
shall furnish all professional services including any labor, materials, tools
and supplies, equipment, transportation, supervision, and shall perform all
operations necessary and required to satisfactorily provide Radiation
Protection and Industrial Hygiene Services, all as fully described in Exhibit “D”.


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 Exhibit “C” and in accordance with the payment provisions
of this Subcontract.


	
  Contractor: 
  Washington Closure Hanford, LLC

  	
   

  	
  Subcontractor: 
  Eberline Services Hanford, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  Dennis H. Houston

  	
   

  	
   

  	
  By: 

  	
  Charles L. Hellier

  	
   

  
	
   

  	
  (print or type)

  	
   

  	
   

  	
  (print or type)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
  Signature:

  	
   

  	
   

  
	
  Title: Procurement and Property Manager

  	
   

  	
  Title: President/ ESHI

  	
   

  	
   

  
											



 
















HANFORD
RIVER CORRIDOR CLOSURE PROJECT


SUBCONTRACT
NO. 0000X-SC-G0547


EXHIBIT
“A”


GENERAL
CONDITIONS



 1
 









WASHINGTON CLOSURE  HANFORD, LLC


EXHIBIT
“A”


TECHNICAL
SERVICES SUBCONTRACT


GENERAL
CONDITIONS


TABLE OF CONTENTS


	
  GC

  	
   

  	
  Title

  	
   

  	
  Page No.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  ENTIRE AGREEMENT

  	
   

  	
  3

  
	
  2

  	
   

  	
  INDEPENDENT CONTRACTOR

  	
   

  	
  3

  
	
  3

  	
   

  	
  AUTHORIZED REPRESENTATIVES

  	
   

  	
  3

  
	
  4

  	
   

  	
  NOTICES

  	
   

  	
  3

  
	
  5

  	
   

  	
  CONTRACT INTERPRETATION

  	
   

  	
  3

  
	
  6

  	
   

  	
  ORDER OF PRECEDENCE

  	
   

  	
  4

  
	
  7

  	
   

  	
  STANDARDS AND CODES

  	
   

  	
  4

  
	
  8

  	
   

  	
  LAWS AND REGULATIONS

  	
   

  	
  4

  
	
  9

  	
   

  	
  PERMITS

  	
   

  	
  4

  
	
  10

  	
   

  	
  TAXES

  	
   

  	
  5

  
	
  11

  	
   

  	
  LABOR, PERSONNEL AND WORK RULES

  	
   

  	
  5

  
	
  12

  	
   

  	
  SAFETY AND SECURITY

  	
   

  	
  5

  
	
  13

  	
   

  	
  PUBLICITY AND ADVERTISING

  	
   

  	
  5

  
	
  14 

  	
   

  	
  INSPECTION, QUALITY SURVEILLANCE, REJECTION OF MATERIALS
  AND WORKMANSHIP

  	
   

  	
  5

  
	
  15

  	
   

  	
  CHANGES

  	
   

  	
  6

  
	
  16

  	
   

  	
  RESERVED

  	
   

  	
  6

  
	
  17

  	
   

  	
  WARRANTY

  	
   

  	
  6

  
	
  18

  	
   

  	
  INDEMNITY

  	
   

  	
  6

  
	
  19

  	
   

  	
  PATENT AND COPYRIGHT INDEMNITY

  	
   

  	
  7

  
	
  20

  	
   

  	
  ASSIGNMENTS AND SUBCONTRACTS

  	
   

  	
  7

  
	
  21

  	
   

  	
  RESERVED

  	
   

  	
  8

  
	
  22

  	
   

  	
  TERMINATION

  	
   

  	
  8

  
	
  23

  	
   

  	
  FINAL INSPECTION AND ACCEPTANCE

  	
   

  	
  8

  
	
  24

  	
   

  	
  NON-WAIVER

  	
   

  	
  8

  
	
  25

  	
   

  	
  SURVIVAL

  	
   

  	
  9

  
	
  26

  	
   

  	
  HOLD HARMLESS

  	
   

  	
  9

  
	
  27

  	
   

  	
  RESERVED

  	
   

  	
  9

  
	
  28

  	
   

  	
  ENVIRONMENTAL PROTECTION

  	
   

  	
  9

  
	
  29

  	
   

  	
  EMERGENCY CLAUSE

  	
   

  	
  10

  
	
  30

  	
   

  	
  GOVERNMENT FLOWDOWNS

  	
   

  	
  11

  
	
  31

  	
   

  	
  DISPUTES

  	
   

  	
  15

  



 



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EXHIBIT
“A”


TECHNICAL SERVICES SUBCONTRACT


GENERAL CONDITIONS


GC-1                                 ENTIRE
AGREEMENT


This Subcontract
embodies the entire agreement between CONTRACTOR and SUBCONTRACTOR and supersedes
all other writings.  The parties shall
not be bound by or be liable for any statement, representation, promise,
inducement or understanding not set forth herein.


GC-2                                 INDEPENDENT
CONTRACTOR


SUBCONTRACTOR
represents that it is fully experienced, properly qualified, registered,
licensed, equipped, organized, and financed to perform the Work under this
Subcontract.  SUBCONTRACTOR shall act as
an independent contractor and not as the agent of CONTRACTOR or OWNER in performing
this Subcontract, maintaining complete control over its employees and all of
its lower-tier suppliers and subcontractors. 
Nothing contained in this Subcontract or any lower-tier purchase order
or subcontract awarded by SUBCONTRACTOR shall create any contractual
relationship between any lower-tier supplier or subcontractor and either CONTRACTOR
or OWNER.  SUBCONTRACTOR shall perform
the Work hereunder in accordance with its own methods subject to compliance
with the Subcontract.


GC-3                                 AUTHORIZED
REPRESENTATIVES


Before starting
Work, SUBCONTRACTOR shall designate in writing an authorized representative
acceptable to CONTRACTOR to represent and act for SUBCONTRACTOR and shall
specify any and all limitations of such representative’s authority.  Such representative shall be present or be
represented at the Site of Work at all times when Work is in progress and shall
be empowered to receive communications in accordance with this Subcontract on
behalf of SUBCONTRACTOR.  During periods
when the Work is suspended, arrangements shall be made for an authorized
representative acceptable to CONTRACTOR for any emergency Work that may be
required.  All communications given to
the authorized representative by CONTRACTOR in accordance with this Subcontract
shall be binding upon SUBCONTRACTOR. 
CONTRACTOR shall designate in writing one or more representatives to
represent and act for CONTRACTOR and to receive communications from
SUBCONTRACTOR.  Notification of changes
of authorized representatives for either CONTRACTOR or SUBCONTRACTOR shall be
provided in advance, in writing, to the other party.


GC-4                                 NOTICES


Any notices provided
for hereunder shall be in writing and may be served either personally on the
authorized representative of the receiving party at the Site of Work, by
facsimile, or by registered mail to the address of that party as shown on the
face of the Subcontract Agreement Form or as such address may have been changed
by written notice.  Notices sent by
facsimile shall also be sent by registered mail within seventy-two (72) hours
of facsimile transmission.


GC-5                                 CONTRACT
INTERPRETATION


All questions
concerning interpretation or clarification of this Subcontract, including the
discovery of conflicts, errors and omissions, or the acceptable performance
thereof by SUBCONTRACTOR, shall be immediately submitted in writing to
CONTRACTOR for resolution.  All
determinations, instructions, and clarifications of CONTRACTOR shall be final,
and conclusive unless determined by a court of competent jurisdiction to have
been fraudulent or capricious, or arbitrary, or so grossly erroneous as
necessarily to 



 3
 









imply bad faith,
or not supported by substantial evidence. 
At all times, SUBCONTRACTOR shall proceed with the Work in accordance
with the determinations, instructions and clarifications of CONTRACTOR.  SUBCONTRACTOR shall be solely responsible for
requesting instructions or interpretations and shall be solely liable for any
costs and expenses arising from its failure to do so.


GC-6                                 ORDER
OF PRECEDENCE


The Subcontract
Agreement Form, all documents listed therein, and subsequently issued Change
Notices and amendments are essential parts of this Subcontract and a
requirement occurring in one is binding as though occurring in all.  In resolving conflicts, discrepancies, errors
or omissions pursuant to the General Condition titled “CONTRACT INTERPRETATION”
the following order of precedence shall be used:


	
  

  	
  1.

  	
  Subcontract Change Notices and Amendments, if any

  
	
   

  	
  2.

  	
  Subcontract Agreement Form

  
	
   

  	
  3.

  	
  Exhibit “H” – Reserved (Site Stabilization Agreement
  – NA)

  
	
   

  	
  4.

  	
  Exhibit “C” - Quantities, Prices and Data

  
	
   

  	
  5.

  	
  Exhibit “B” - Special Conditions

  
	
   

  	
  6.

  	
  Exhibit “A” - General Conditions

  
	
   

  	
  7.

  	
  Exhibit “G” – Reserved (Subcontractor Safety and
  Health Requirements – Using WCH’s plans, procedures, etc.)

  
	
   

  	
  8.

  	
  Exhibit “J” – Reserved (Subcontractor Environmental
  and Waste Management Requirements – Using WCH’s plans, procedures, etc.)

  
	
   

  	
  9.

  	
  Exhibit “D” - Scope of Work

  
	
   

  	
  10.

  	
  Exhibit “F” – Reserved

  
	
   

  	
  11.

  	
  Exhibit “E” – Reserved

  
	
   

  	
  12.

  	
  Exhibit “I” - Subcontractor Submittal Requirements
  Summary

  



 


GC-7                                 STANDARDS
AND CODES


Wherever
references are made in this Subcontract to standards or codes in accordance
with which the Work under this Subcontract is to be performed, the edition or revision
of the standards or codes current on the effective date of this Subcontract
shall apply, unless otherwise expressly stated. 
In case of any conflict between any referenced standards and codes and
any Subcontract Documents, the latter shall govern.


GC-8                                 LAWS
AND REGULATIONS


All applicable
laws, ordinances, statutes, rules, regulations, orders or decrees in effect at
the time the Work under this Subcontract is performed, shall apply to
SUBCONTRACTOR and its employees and representatives.


If during the term
of this Subcontract there are changed or new laws, ordinances, statutes, rules,
regulations, orders or decrees not known or foreseeable at the time of signing
this Subcontract which become effective and which affect the cost or time of
performance of this Subcontract, SUBCONTRACTOR shall immediately notify
CONTRACTOR in writing and submit detailed documentation of such effect in terms
of both time and cost of performing the Subcontract.  If the Work is affected by such changed or
new laws, ordinances, etc., and CONTRACTOR concurs with the effect of such
changes, an equitable adjustment in compensation and time of performance will
be made. If SUBCONTRACTOR discovers any discrepancy or inconsistency between
this Subcontract and any law, ordinance, statute, rule, regulation, order or
decree, SUBCONTRACTOR shall report the same immediately, in writing, to CONTRACTOR
who will issue such further instructions as may be necessary.


GC-9                                 PERMITS


Except as
otherwise specified, SUBCONTRACTOR shall procure and pay for all permits and
inspections, 



 4
 









other than
inspections performed by CONTRACTOR and shall furnish any bonds, security or
deposits required to permit performance of the Work hereunder.


GC-10                          TAXES


SUBCONTRACTOR
shall pay all taxes, levies, duties and assessments of every nature due in
connection with the Work under this Subcontract and shall make any and all
payroll deductions required by law and hereby indemnifies and holds harmless CONTRACTOR
and OWNER from any liability on account of any and all such taxes, levies,
duties, assessments and deductions.


GC-11                          LABOR,
PERSONNEL AND WORK RULES


SUBCONTRACTOR
shall employ only competent and skilled personnel to perform the Work under
this Subcontract and shall at CONTRACTOR’S or OWNER’S request remove from the
Work any SUBCONTRACTOR personnel unable to obtain a necessary security
clearance or determined to be unfit or acting in violation of any provision of
this Subcontract.


For Work performed
on CONTRACTOR or OWNER premises, SUBCONTRACTOR shall observe CONTRACTOR’S or
OWNER’S procedures, regulations and work rules to include, but not limited to,
established Jobsite working hours.


SUBCONTRACTOR
shall, to the extent permissible under applicable law, comply with the
provisions of any CONTRACTOR or OWNER labor agreement(s), e.g. Project
Agreement, collective bargaining agreement(s), etc. which apply to the Work
under this Subcontract.


GC-12                          SAFETY
AND SECURITY


SUBCONTRACTOR
shall at all times conduct all operations under this Subcontract in a manner to
avoid risks of bodily harm to persons, damage to any property and fire.  SUBCONTRACTOR shall be solely responsible to
take all precautions necessary and continuously inspect all Work, materials and
equipment to discover, determine and correct any such conditions which may
result in any of the aforementioned risks.


SUBCONTRACTOR
shall comply with CONTRACTOR’S and OWNER’S Jobsite security requirements and at
all times conduct operations under this Subcontract in a manner to avoid the
risk of loss, theft, or damage by vandalism, sabotage or any other means to any
Work, materials, equipment or other property.


GC-13                          PUBLICITY
AND ADVERTISING


SUBCONTRACTOR
shall not make any announcement, take any photographs, or release any
information concerning this Subcontract, or the Project, or any part thereof to
any member of the public, press, business entity, or any official body unless
prior written consent is obtained from CONTRACTOR.


GC-14                          INSPECTION,
QUALITY SURVEILLANCE, REJECTION OF MATERIALS AND WORKMANSHIP


All materials and
equipment furnished and Work performed shall be properly inspected by
SUBCONTRACTOR at its expense, and shall at all times be subject to quality
surveillance and quality audit by CONTRACTOR, OWNER, or their authorized
representatives who shall be afforded full and free access to the shops,
factories or other places of business of SUBCONTRACTOR and its lower-tier
suppliers and subcontractors for such quality surveillance or audit.  SUBCONTRACTOR shall provide safe and adequate
facilities, drawings, documents and samples as requested and shall provide
assistance and cooperation including stoppage of Work to perform such
examination as may be necessary to determine compliance with the requirements
of the Subcontract.  Any Work covered
prior to any quality 



 5
 









surveillance or
test by CONTRACTOR or OWNER shall be uncovered and replaced at the expense of
SUBCONTRACTOR.  Failure of CONTRACTOR or
OWNER to make such quality surveillance or to discover defective design,
materials or workmanship shall not relieve SUBCONTRACTOR of its obligations
under this Subcontract nor prejudice the rights of CONTRACTOR or OWNER
thereafter to reject or require the correction of defective Work in accordance
with the provisions of this Subcontract. If any Work is determined by
CONTRACTOR or OWNER to be defective or not in conformance with this
Subcontract, SUBCONTRACTOR will be notified in writing and shall, at
SUBCONTRACTOR’S expense, immediately remove and replace or correct such
defective Work.


GC-15                          CHANGES


CONTRACTOR may at
any time, by written Change Notice, direct additions, deletions or changes,
including acceleration or deceleration, to all or any part of the Work and
SUBCONTRACTOR agrees to perform such Work as changed.  If any Change Notice causes an increase or
decrease in SUBCONTRACTOR’S cost of, or the time required for the performance
of any part of the Work an equitable adjustment shall be made and the
Subcontract modified by written amendment signed by both parties.  Nothing in this clause shall excuse
SUBCONTRACTOR from proceeding with the Subcontract as changed, whether or not
an equitable adjustment has been made. 
All other modifications to this Subcontract shall only be by written
amendment signed by both parties.


GC-16                          RESERVED


GC-17                          WARRANTY


SUBCONTRACTOR
warrants that it will perform the services under this Subcontract with the
degree of high professional skill and sound practices and judgment which is
normally exercised by recognized professional firms with respect to services of
a similar nature.  In addition to all
other rights and remedies which CONTRACTOR or OWNER may have, SUBCONTRACTOR
shall, at its expense, re-perform the services to correct any deficiencies
which result from SUBCONTRACTOR’S failure to perform in accordance with the
above standards.


All materials and
equipment, if any, incorporated into the Work under this Subcontract shall be
new and of the most suitable grade of their respective kinds for their intended
uses unless otherwise specified.  All
workmanship shall be in accordance with sound industry practices acceptable to
CONTRACTOR.  SUBCONTRACTOR warrants all
materials, equipment and workmanship it furnishes under this Subcontract for a
period of twelve (12) months after acceptance of the Project as a whole by
OWNER.  In the event CONTRACTOR or OWNER
discover defects in the materials, equipment or workmanship at any time before
the expiration of the specified warranty period, SUBCONTRACTOR shall, upon
written notice from CONTRACTOR or OWNER, repair or replace, at its sole
expense, any such defects.  All costs
incidental to such corrective action including, but not limited to, access,
removal, retesting and reinspection shall be borne by SUBCONTRACTOR.  If SUBCONTRACTOR fails to take corrective
action within a reasonable time, CONTRACTOR or OWNER may perform the corrective
measures by other reasonable means and SUBCONTRACTOR agrees to pay for such
corrective measures.  SUBCONTRACTOR
further warrants any and all corrective measures for a period of twelve (12)
months following their acceptance by OWNER or CONTRACTOR.


GC-18                          INDEMNITY


SUBCONTRACTOR
hereby releases and shall indemnify, defend and hold harmless CONTRACTOR,
OWNER, and their subsidiaries and affiliates and the officers, agents,
employees, successors and assigns and authorized representatives of all the
foregoing from and against any and all suits, actions, legal or administrative
proceedings, claims, demands, damages, liabilities, interest, attorney’s fees,
costs and expenses of whatsoever kind or nature, including those arising out of
injury to or death of SUBCONTRACTOR’S employees, whether arising before or
after completion of the Work hereunder and in any manner directly or indirectly
caused, occasioned, or contributed to in whole or in part, or claimed to be
caused, occasioned or contributed to in whole or in part, by reason of any act,
omission, fault or 



 6
 









negligence whether
active or passive of SUBCONTRACTOR, its lower-tier suppliers, subcontractors or
of anyone acting under its direction or control or on its behalf in connection
with or incidental to the performance of this Subcontract.  SUBCONTRACTOR’S aforesaid release, indemnity
and hold harmless obligations, or portions or applications thereof, shall apply
even in the event of the fault or negligence, whether active or passive, or
strict liability of the parties released, indemnified or held harmless to the
fullest extent permitted by law, but in no event shall they apply to liability
caused by the willful misconduct or sole negligence of the party released,
indemnified or held harmless.


GC-19                          PATENT
AND COPYRIGHT INDEMNITY


SUBCONTRACTOR
hereby indemnifies and shall defend and hold harmless CONTRACTOR, OWNER and
their representatives from and against any and all claims, actions, losses,
damages, and expenses, including attorney’s fees, arising from any claim,
whether rightful or otherwise, that any concept, product, equipment, material,
process, copyrighted material or confidential information, or any part thereof,
furnished by SUBCONTRACTOR under this Subcontract constitutes an infringement of
any patent or copyrighted material or a theft of trade secrets.  If use of any part of such concept, product,
equipment, material, process, copyrighted material or confidential information
is limited or prohibited, SUBCONTRACTOR shall, at its sole expense, procure the
necessary licenses to use the infringing or a modified but non-infringing
concept, product, equipment, material, process, copyrighted material or
confidential information or, with CONTRACTOR’S or OWNER’S prior written
approval, replace it with substantially equal but non-infringing
concepts, products, equipment, materials, processes, copyrighted material or
confidential information; provided, however,


(a)                                   That
any such substituted or modified concepts, products, equipment, material,
processes, copyrighted material or confidential information shall meet all the
requirements and be subject to all the provisions of this Subcontract, and


(b)                                  That
such replacement or modification shall not modify or relieve SUBCONTRACTOR of
its obligations under this Subcontract.


The foregoing
obligation shall not apply to any concept, product, equipment, material,
process, copyrighted material or confidential information the detailed design
of which (excluding rating and/or performance specifications) has been furnished
in writing by CONTRACTOR or OWNER to SUBCONTRACTOR.


GC-20                          ASSIGNMENTS
AND SUBCONTRACTS


Any assignment of
this Subcontract or rights hereunder, in whole or part, without the prior
written consent of CONTRACTOR shall be void, except that upon ten (10) calendar
days written notice to CONTRACTOR, SUBCONTRACTOR may assign monies due or to
become due under this Subcontract, provided that any assignment of monies shall
be subject to proper set-offs in favor of CONTRACTOR and any deductions
provided for in this Subcontract.


SUBCONTRACTOR
shall not subcontract with any third party for the performance of all or any
portion of the Work without the advance written approval of CONTRACTOR.  Lower-tier subcontracts and purchase orders
must include provisions to secure all rights and remedies of CONTRACTOR and
OWNER provided under this Subcontract, and must impose upon the lower-tier
subcontractor and supplier all of the general duties and obligations required
to fulfill this Subcontract.


Copies of all
purchase and subcontract agreements are to be provided to CONTRACTOR upon
request.  Pricing may be deleted unless
the compensation to be paid thereunder is reimbursable under this Subcontract.



 7
 









No assignment or
subcontract will be approved which would relieve SUBCONTRACTOR or its sureties,
if any, of their responsibilities under this Subcontract.


GC-21                          RESERVED


GC-22                          TERMINATION


CONTRACTOR may by
written notice to SUBCONTRACTOR terminate this Subcontract in whole or in part
at any time, either for CONTRACTOR’S convenience or for the default of
SUBCONTRACTOR.  Upon such termination,
all data, plans, specifications, reports, estimates, summaries, completed Work
and Work in progress, and such other information and materials as may have been
accumulated by SUBCONTRACTOR in performing this Subcontract shall, in the
manner and to the extent determined by CONTRACTOR, become the property of and
be delivered to CONTRACTOR.  If the
termination is for the convenience of CONTRACTOR, an equitable adjustment shall
be made by agreement between SUBCONTRACTOR and CONTRACTOR in the compensation
to be paid SUBCONTRACTOR under this Subcontract but no amount shall be allowed
for anticipated profit on unperformed Work.


If the termination
is attributable to the default of SUBCONTRACTOR, CONTRACTOR shall have the
right to complete such Work by whatever method CONTRACTOR may deem expedient,
including employing another contractor under such form of agreement as
CONTRACTOR may deem advisable, or CONTRACTOR may perform any part of such Work
that has been terminated.  The expense of
so completing such Work together with a reasonable charge for administering any
agreement for such completion will be charged to SUBCONTRACTOR and such expense
will be deducted by CONTRACTOR from such monies as may be due or may at any
time thereafter become due to SUBCONTRACTOR. In case such expense exceeds the
sum which would have otherwise been payable under this Subcontract, then
SUBCONTRACTOR shall be liable for and shall, upon notice from CONTRACTOR,
promptly pay to CONTRACTOR the amount of such excess.


GC-23                          FINAL
INSPECTION AND ACCEPTANCE


When SUBCONTRACTOR
considers the Work, or any independently identifiable portion of the Work,
under this Subcontract to be complete and ready for acceptance, SUBCONTRACTOR
shall notify CONTRACTOR in writing. 
CONTRACTOR, with SUBCONTRACTOR’S cooperation, will conduct such reviews,
inspections and tests as may be reasonably required to satisfy CONTRACTOR that
the Work, or identified portion of the Work, conforms to all requirements of
the Subcontract.  If all or any part of
the Work covered by SUBCONTRACTOR’S notice does not conform to Subcontract
requirements, CONTRACTOR shall notify SUBCONTRACTOR of such nonconformance and
SUBCONTRACTOR shall take corrective action in accordance with the General
Condition titled “INSPECTION, QUALITY SURVEILLANCE, REJECTION OF MATERIALS AND
WORKMANSHIP” and have the nonconforming Work reinspected until accepted.  CONTRACTOR’S written acceptance shall be
final and conclusive except with regard to latent defects, fraud or such gross
mistakes as amount to fraud, or with regard to CONTRACTOR’S and OWNER’S rights
under the General Condition titled “WARRANTY”.


GC-24                          NON-WAIVER


Failure by
CONTRACTOR to insist upon strict performance of any terms or conditions of this
Subcontract, or failure or delay to exercise any rights or remedies provided
herein or by law, or failure to properly notify SUBCONTRACTOR in the event of
breach, or the acceptance of or payment for any goods or services hereunder, or
the review or failure to review designs shall not release SUBCONTRACTOR from
any of the warranties or obligations of this Subcontract and shall not be
deemed a waiver of any right of CONTRACTOR or OWNER to insist upon strict
performance hereof or any of its rights or remedies as to any prior or
subsequent default hereunder nor shall any termination of Work under this
Subcontract by CONTRACTOR operate as a waiver of any of the terms hereof.



 8
 









GC-25                          SURVIVAL


The rights and
obligations of the parties which by their nature survive termination or
completion of this Subcontract including, but not limited to, those set forth
in the General Conditions titled “WARRANTY” and “INDEMNITY” shall remain in
full force and effect.


GC-26                          HOLD
HARMLESS


A.                                                 If
CONTRACTOR is subjected to any liability as the result of SUBCONTRACTOR’S or
its lower tier subcontractor’s failure when required to:


1)                                       submit
and certify accurate, complete and current cost or pricing data,


2)                                       furnish
certification of data of any description that is accurate, complete and current,


3)                                       comply
with the requirements of the FAR and/or DEAR clauses relating to cost
accounting standards and practices, or


4)                                       provide
such information, substantiation and assurance as reasonably required by
CONTRACTOR in the event that CONTRACTOR is required to certify any claim to the
OWNER and the Government which includes as a component thereof any
SUBCONTRACTOR claim, then the SUBCONTRACTOR agrees to indemnify and hold
harmless CONTRACTOR from any expense, liability, responsibility or penalty that
may be imposed upon CONTRACTOR by the OWNER or the Government as the result of
any false or improper certification by the SUBCONTRACTOR or as the result of
CONTRACTOR’S reasonable reliance upon the information, substantiation or
assurance provided by the SUBCONTRACTOR in support of its claim and CONTRACTOR’S
certification thereof.


B.                                                   As
to all matters relating to Cost Accounting Standards, SUBCONTRACTOR shall:


1)                                       communicate
and otherwise deal directly with


a)                                        the
OWNER when CONTRACTOR so authorizes, and


b)                                      cognizant
Government audit agencies to the extent practicable and permissible.


2)                                       provide
CONTRACTOR with copies of all communications, excluding sensitive business
information, between SUBCONTRACTOR and the OWNER.


C.                                                   SUBCONTRACTOR
agrees to indemnify CONTRACTOR if any of its actions, acting alone or in
concert with anyone but CONTRACTOR, causes the OWNER to exercise its rights
under the clauses of the Prime Contract or this Subcontract entitled “Gratuities”
or “Covenant Against Contingent Fees”.


D.                                                  This
hold harmless agreement shall be in addition to any other remedies provided
under this Subcontract or by law.


GC-27                          RESERVED


GC-28                          ENVIRONMENTAL
PROTECTION


A.                                                 The
SUBCONTRACTOR shall comply, as applicable, with the following:


 


·                                           Atomic
Energy Act of 1954



 9
 









·                                           Department
of Energy Organizational Act


·                                           Resource
Conservation and Recovery Act of 1976


·                                           Comprehensive
Environmental Response, Compensation, and Liability Act of 1980


·                                           Safe
drinking Water Act


·                                           Toxic
Substances Act


·                                           Federal
Insecticide, Fungicide and Rodenticide Act


·                                           Marine
Protection, Research, and Sanctuaries Act of 1972


·                                           Coastal
Zone Management Act of 1972


·                                           Coastal
Barrier Resource Act of 1982


·                                           Nuclear
Waste Policy Act of 1982


·                                           Low-Level
Radioactive Waste Policy Act


·                                           Uranium
Mill Tailings Radiation Control Act of 1979


·                                           Title
40 of the Code of Federal Regulations, parts 247 through 253 (solid wastes,
guidelines for procurement of certain products that contain recycled/recovered
materials


·                                           CFR
Title 10, parts involving environmental protection and related requirements for
contractors


·                                           DOE
directives involving requirements for contractors


·                                           Other
Federal and non-Federal environmental protection laws codes, ordinances,
regulations, and requirements.  Failure
to list a law above, or to identify a requirement having the force and effect
of law, shall not be construed as waiving a requirement for the Seller to
comply with such law or requirement.


B.                                                   The
SUBCONTRACTOR shall assist the CONTRACTOR and OWNER in complying with the
following:


·                                           The
National Environmental Policy Act of 1969


·                                           The
Endangered Species Act of 1973


·                                           The
Fish and Wildlife Coordination Act


·                                           The
Noise Control Act of 1972


·                                           The
National Historic Preservation Act of 1968


·                                           The
Wild and Scenic Rivers Act


·                                           Farmland
Protection Policy Act of 1981


·                                           Executive
Order 11988 of May 24, 1977, Protection of Wetlands


·                                           Executive
Order 11990 of May 24, 1977, Protection of Wetlands


·                                           Executive
Order 12088 of October 13, 1978, Federal Compliance with Pollution Control
Standards


·                                           Executive
Order 12580 of January 23, 1987, Superfund Implementation


·                                           Office
of Management and Budget 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.


GC-29                          EMERGENCY CLAUSE


The RL Manager or designee
shall have sole discretion to determine when an emergency situation exists at
the Hanford Site, except for River Protection Project facilities, affecting
site personnel, the public health, safety, the environment, or security.  The Manager, Office of River Protection
(ORP), or designee has the discretion to determine whether an emergency
situation exists under the Waste Treatment and Immobilization Plant contract
and other ORP contract areas of work that might affect RL workers.  In the event that either the RL or ORP
Manager or designee determines such an emergency exists, the RL Manager or
designee will have the authority to direct any and all activities of the
Subcontractor and lower tier subcontractors necessary to resolve the emergency
situation.  The RL Manager or designee
may direct the activities of the Subcontractor and lower subcontractors
throughout the duration of the emergency.



 10
 









The
Subcontractor shall include this clause in all subcontracts at any tier for
work performed at the Hanford Site.


GC-30                          GOVERNMENT
FLOWDOWNS


The Federal
Acquisition Regulation (FAR), the Department of Energy (DOE) FAR Supplement
(DEAR) clauses, and the DOE Procurement Regulations incorporated herein shall
have the same force and effect as if printed in full text.  Upon request, CONTRACTOR will make their full
text available.  Wherever necessary to
make the context of the FAR and DEAR clauses applicable to this Subcontract,
the term “Contractor” shall mean “SUBCONTRACTOR”, the term “Contract” shall
mean this Subcontract, and the term “Government”, “Contracting Officer” and
equivalent phrases shall mean the CONTRACTOR’S representative, except the terms
“Government” and “Contracting Officer” do not change:  (1) in the phrases “Government Property”, “Government-Furnished
Property”, and “Government-Owned Property”; (2) in the patent clauses
incorporated herein; (3) when a right, act, authorization or obligation can be
granted or performed only by the Government’s duly authorized representative;
(4) when title to property is to be transferred directly to the Government; (5)
when access to proprietary financial information or other proprietary data is
required except for authorized audit rights; and (6) where specifically modified
herein.



 11
 









GC-30.1                APPLICABLE TO ALL SUBCONTRACTS


	
  CLAUSE

  	
   

  	
  TITLE

  	
   

  	
  INSTRUCTIONS

  
	
  52.222-1

  	
   

  	
  NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB
  1997)

  	
   

  	
   

  
	
  52.223-3

  	
   

  	
  HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL
  SAFETY DATA (JAN 1997- ALT I (JUL 1995)

  	
   

  	
   

  
	
  52.224-1

  	
   

  	
  PRIVACY ACT NOTIFICATION (APR 1984)

  	
   

  	
   

  
	
  52.224-2

  	
   

  	
  PRIVACY ACT (APR 1984)

  	
   

  	
   

  
	
  52.225-11

  	
   

  	
  BUY AMERICAN ACT - CONSTRUCTION MATERIALS UNDER
  TRADE AGREEMENTS AND NORTH AMERICAN FREE TRADE AGREEMENT (JUN 1997)

  	
   

  	
   

  
	
  52.225-13

  	
   

  	
  RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (DEC 2003)

  	
   

  	
   

  
	
  52.227-23

  	
   

  	
  RIGHTS TO PROPOSAL DATA (TECHNICAL) (JUN 1987)

  	
   

  	
   

  
	
  52.242-13

  	
   

  	
  BANKRUPTCY (JUL 1995)

  	
   

  	
   

  
	
  52.244-6

  	
   

  	
  SUBCONTRACTS FOR COMMERCIAL ITEMS (JUL 2004)

  	
   

  	
   

  
	
  952.203-70

  	
   

  	
  WHISTLEBLOWER PROTECTION FOR CONTRACTOR EMPLOYEES
  (DEC 2000)

  	
   

  	
   

  
	
  952.204-2

  	
   

  	
  SECURITY (MAY 2002)

  	
   

  	
   

  
	
  952.208-70

  	
   

  	
  PRINTING (APR 1984)

  	
   

  	
   

  
	
  952.217-70

  	
   

  	
  ACQUISITION OF REAL PROPERTY (APR 1984)

  	
   

  	
   

  
	
  970.5223-4

  	
   

  	
  WORKPLACE SUBSTANCE ABUSE PROGRAMS AT DOE SITES (DEC
  2000)

  	
   

  	
   

  
	
  970.5232-3

  	
   

  	
  ACCOUNTS, RECORDS, AND INSPECTION (DEC 2000)

  	
   

  	
   

  



GC-30.2            APPLICABLE
TO SUBCONTRACTS OVER $2,000 WHERE THE DAVIS-BACON ACT   APPLIES


	
  CLAUSE

  	
   

  	
  TITLE

  
	
  52.222-6

  	
   

  	
  DAVIS-BACON ACT (FEB 1995)

  
	
  52.222-7

  	
   

  	
  WITHHOLDING OF FUNDS (FEB 1988)

  
	
  52.222-8

  	
   

  	
  PAYROLLS AND BASIC RECORDS (FEB 1988)

  
	
  52.222-9

  	
   

  	
  APPRENTICES AND TRAINEES (FEB 1988)

  
	
  52.222-10

  	
   

  	
  COMPLIANCE WITH COPELAND REGULATIONS (FEB 1988)

  
	
  52.222-11

  	
   

  	
  SUBCONTRACTS LABOR STANDARDS (FEB 1988)

  
	
  52.222-12

  	
   

  	
  CONTRACT TERMINATION-DEBARMENT (FEB 1988)

  
	
  52.222-13

  	
   

  	
  COMPLIANCE WITH DAVIS-BACON AND RELATED ACT
  REGULATIONS (FEB 1988)

  
	
  52.222-14

  	
   

  	
  DISPUTES CONCERNING LABOR STANDARDS (FEB 1988)

  
	
  52.222-15

  	
   

  	
  CERTIFICATION OF ELIGIBILITY (FEB 1988)

  
	
  52.222-16

  	
   

  	
  APPROVAL OF WAGE RATES (FEB1988)

  



GC-30.3            APPLICABLE
TO SUBCONTRACTS OVER $2,500


	
  CLAUSE

  	
   

  	
  TITLE

  
	
  52.222-3

  	
   

  	
  CONVICT LABOR (JUN 2003)

  



 



 12
 









GC-30.4            APPLICABLE
TO SUBCONTRACTS OVER $2,500 WHERE THE SERVICE CONTRACT ACT APPLIES


	
  CLAUSE

  	
   

  	
  TITLE

  
	
  52.222-41

  	
   

  	
  SERVICE CONTRACT ACT OF 1965, AS AMENDED (MAY 1989)

  
	
   

  	
   

  	
   

  



GC-30.5  
APPLICABLE TO SUBCONTRACTS OVER $10,000


	
  CLAUSE

  	
   

  	
  TITLE

  
	
  52.222-21

  	
   

  	
  PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)

  
	
  52.222-26

  	
   

  	
  EQUAL OPPORTUNITY (APR 2002)

  
	
  52.222-36

  	
   

  	
  AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES
  (JUN 1998)

  



GC-30.6            APPLICABLE
TO SUBCONTRACTS OVER $25,000


	
  CLAUSE

  	
   

  	
  TITLE

  
	
  52.222-35

  	
   

  	
  EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS,
  VETERANS OF THE VIETNAM ERA AND OTHER ELIGIBLE VETERANS (DEC 2001)

  
	
  52.222-37

  	
   

  	
  EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS,
  VETERANS OF THE VIETNAM ERA AND OTHER ELIGIBLE VETERANS (DEC 2001)

  



GC-30.7            APPLICABLE
TO SUBCONTRACTS OVER $100,000


	
  CLAUSE

  	
   

  	
  TITLE

  	
   

  	
  INSTRUCTIONS

  
	
  52.203-6

  	
   

  	
  RESTRICTIONS ON SUBCONTRACTOR SALES TO THE
  GOVERNMENT (JUL 1995)

  	
   

  	
   

  
	
  52.203-7

  	
   

  	
  ANTI-KICKBACK PROCEDURES (JUL 1995)

  	
   

  	
  Add to (c)(2): “Seller shall notify Buyer when such
  action has been taken.” In the first sentence of (c)(4) ‘the Contracting
  Officer may’ is replaced by ‘after the Contracting Officer has effected an
  offset at the prime contract level or has directed Buyer to withhold any sum
  from the Seller, Buyer shall...’

  
	
  52.203-10

  	
   

  	
  PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER
  ACTIVITY (JAN 1997)

  	
   

  	
   

  
	
  52.203-12

  	
   

  	
  LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL
  TRANSACTIONS (JUN 2003)

  	
   

  	
   

  
	
  52.215-2

  	
   

  	
  AUDIT AND RECORDS - NEGOTIATIONS (JUN 1999)

  	
   

  	
   

  
	
  52.219-8

  	
   

  	
  UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2001)

  	
   

  	
   

  
	
  52.222-4

  	
   

  	
  CONTRACT WORK HOURS AND SAFETY STANDARDS ACT –
  OVERTIME COMPENSATION (SEP 2000)

  	
   

  	
   

  
	
  52.223-14

  	
   

  	
  TOXIC CHEMICAL RELEASE REPORTING (AUG 2003)

  	
   

  	
   

  
	
  52.227-1

  	
   

  	
  AUTHORIZATION AND CONSENT (JUL 1995)

  	
   

  	
   

  
	
  52.227-2

  	
   

  	
  NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT
  INFRINGEMENT (AUG 1996)

  	
   

  	
   

  



 



 13
 









GC-30.8    APPLICABLE TO SUBCONTRACTS OVER $500,000


	
  CLAUSE

  	
   

  	
  TITLE

  
	
  52.230-2

  	
   

  	
  COST ACCOUNTING STANDARDS (APR 1998) (unless
  exempted by 48 CFR 9903.201-1 and 9903.201-2

  
	
  52.230-6

  	
   

  	
  ADMINISTRATION OF COST ACCOUNTING STANDARDS (NOV
  1999) (unless exempted by 48 CFR 9903.201-1 and 9903.201-2

  
	
  952.226-74

  	
   

  	
  DISPLACED EMPLOYEE HIRING PREFERENCE (Jun 1997)

  
	
  970.5226-2

  	
   

  	
  WORKFORCE RESTRUCTURING UNDER SECTION 3161 OF THE
  NATIONAL DEFENSE AUTHORIZATION ACT FOR FISCAL YEAR 1993 (DEC 2000)

  
	
  52.219-9

  	
   

  	
  SMALL BUSINESS SUBCONTRACTING PLAN (JAN 2002)
  ALTERNATIVE Il (OCT 2001) Threshold for Construction is $1,000,000. (Does not
  apply to small business or those instances where subcontracting opportunities
  are not available at the time of award.)

  



 


GC-30.9  
APPLICABLE TO SUBCONTRACTS OVER $550,000


	
  CLAUSE

  	
   

  	
  TITLE

  
	
  52.215-10

  	
   

  	
  PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA
  (OCT 1997)

  
	
  52.215-11

  	
   

  	
  PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA -
  MODIFICATIONS (OCT 1997)

  
	
  52.215-13

  	
   

  	
  SUBCONTRACTOR COST OR PRICING DATA - MODIFICATIONS
  (OCT 1997)

  
	
  52.215-15

  	
   

  	
  PENSION ADJUSTMENTS AND ASSET REVERSIONS (JAN 2004)

  
	
  52.215-18

  	
   

  	
  REVERSION OR ADJUSTMENT OF PLANS FOR POST RETIREMENT
  BENEFITS (PRB) OTHER THAN PENSIONS (OCT 1997)

  
	
  52.215-19

  	
   

  	
  NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997)

  



GC-30.10   APPLICABLE TO SUBCONTRACTS WHERE NUCLEAR
HAZARDS MAY EXIST


	
  CLAUSE

  	
   

  	
  TITLE

  
	
  952.223-75

  	
   

  	
  PRESERVATION OF INDIVIDUAL OCCUPATIONAL RADIATION
  EXPOSURE RECORDS (APR 1984)

  
	
  952.250-70

  	
   

  	
  NUCLEAR HAZARDS INDEMNITY AGREEMENT (JUN 1996)

  



GC-30.11  
APPLICABLE TO SUBCONTRACTS WHERE GOVERNMENT PROPERTY IS PROVIDED


	
  CLAUSE

  	
   

  	
  TITLE

  
	
  52.245-5

  	
   

  	
  GOVERNMENT PROPERTY (COST REIMBURSEMENT,
  TIME-AND-MATERIAL, OR LABOR-HOUR CONTRACTS) (MAY 2004)

  
	
  52.245-1

  	
   

  	
  PROPERTY RECORDS (APR 1984) (Only applicable when
  WCH maintains the official property records.)

  
	
  52.246-25

  	
   

  	
  LIMITATION OF LIABILITY – SERVICES (FEB 1997)

  
	
  952.245-5

  	
   

  	
  GOVERNMENT PROPERTY (COST REIMBURSEMENT,
  TIME-MATERIAL, OR LABOR-HOUR CONTRACTS

  



GC-30.12  
APPLICABLE TO SUBCONTRACTS WHERE TECHNICAL DATA OR COMPUTER SOFTWARE
WILL  BE PRODUCED, FURNISHED, OR ACQUIRED


	
  CLAUSE

  	
   

  	
  TITLE

  
	
  52.227-14

  	
   

  	
  RIGHTS IN DATA GENERAL (JUNE 1987) ALTERNATE V (JUNE
  1987) AS MODIFIED PURSUANT TO DEAR 927.409 (a)

  



 



 14
 









GC-30.13 APPLICABLE TO COST REIMBURSEMENT
SUBCONTRACTS


	
  CLAUSE

  	
   

  	
  TITLE

  	
   

  	
  INSTRUCTIONS

  
	
  52.216-7

  	
   

  	
  ALLOWABLE COST AND PAYMENT (DEC2002)

  	
   

  	
  (a) (3) 30 days

  
	
  52.216-8

  	
   

  	
  FIXED FEE (MAR1997)

  	
   

  	
   

  
	
  52.242-1

  	
   

  	
  NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)

  	
   

  	
   

  
	
  52.242-15

  	
   

  	
  STOP-WORK ORDER (AUG 1989) - ALTERNATE I (APR 1984)

  	
   

  	
   

  
	
  52.244-2

  	
   

  	
  SUBCONTRACTS (AUG 1998) – ALTERNATE II (AUG 1998)

  	
   

  	
   

  
	
  952.216-7

  	
   

  	
  ALLOWABLE COST AND PAYMENT (JAN 1997) - ALTERNATE II

  	
   

  	
   

  
	
  952.251-70

  	
   

  	
  CONTRACTOR EMPLOYEE TRAVEL DISCOUNTS (JUN 1995)

  	
   

  	
   

  
	
  970.5204-3

  	
   

  	
  ACCESS TO AND OWNERSHIP OF RECORDS (DEC 2000)

  	
   

  	
  (b)(1) through (b)(5) are Subcontractor owned
  records.

  



GC-30.14  
APPLICABLE TO TIME AND MATERIAL SUBCONTRACTS


	
  CLAUSE

  	
   

  	
  TITLE

  
	
  52.232-7

  	
   

  	
  PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR
  CONTRACTS (DEC 2002)

  
	
  52.242-15

  	
   

  	
  STOP-WORK ORDER (AUG 1989) – ALTERNATE I (APR 1984)

  



GC-30.15  
APPLICABLE TO LABOR-HOUR SUBCONTRACTS


	
  CLAUSE

  	
   

  	
  TITLE

  
	
  52.232-7

  	
   

  	
  PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR
  CONTRACTS (DEC 2002) ALTERNATE II (FEB 2002)

  
	
  52.242-15

  	
   

  	
  STOP-WORK ORDER (AUG 1989) – ALTERNATE I (APR 1984)

  



 


GC-31 DISPUTES


SUBCONTRACTOR
shall proceed diligently with performance of the Work, pending final resolution
of any request for relief, dispute, claim, appeal, or action arising under the
Subcontract, and comply with any decision of CONTRACTOR.  SUBCONTRACTOR shall not be entitled to and
neither CONTRACTOR nor OWNER shall be liable to SUBCONTRACTOR or its lower-tier
suppliers or subcontractors in tort (including negligence), or contract except
as specifically provided in this Subcontract.


Any
claim for an adjustment to the Subcontract price or time of performance which
cannot be resolved by negotiation shall be considered a dispute within the
meaning of this clause.


If
for any reason SUBCONTRACTOR and CONTRACTOR are unable to resolve a claim for
an adjustment, SUBCONTRACTOR or CONTRACTOR shall notify the other party in
writing that a dispute exists and request or provide a final determination by
CONTRACTOR.  Any such request by
SUBCONTRACTOR shall be clearly identified by reference to this clause and shall
summarize the facts in dispute and SUBCONTRACTOR’S proposal for resolution.


If
CONTRACTOR’S final determination is not accepted by SUBCONTRACTOR the matter
shall, within thirty (30) calendar days, be referred to senior executives of
the parties who shall have designated authority to settle the dispute.  The parties shall promptly prepare and
exchange memoranda stating the issues in dispute and their respective
positions, summarizing the negotiations that have taken place and attaching
relevant documents.



 15
 









The
senior executives will meet for negotiations at a mutually agreed time and
place.  If the matter has not been
resolved within thirty (30) calendar days of the commencement of such
negotiations, the parties agree to consider resolution of the dispute through
some form of Alternative Dispute Resolution (ADR) process that is mutually
acceptable to the parties.


Should
the parties agree to pursue an ADR process; each party will be responsible for
its own expenses incurred to resolve the dispute during the ADR process.


If the parties do not agree to an ADR process or are unable to resolve
the dispute through ADR, either party shall then have the right to pursue any
legal remedy.



 16














HANFORD RIVER CORRIDOR CLOSURE PROJECT


SUBCONTRACT NO. 0000X-SC-G0547


EXHIBIT “B”


SPECIAL CONDITIONS



 1
 








 


WASHINGTON CLOSURE
HANFORD, LLC


EXHIBIT “B”


TECHNICAL SERVICES SUBCONTRACT


SPECIAL CONDITIONS


TABLE OF CONTENTS


	
  SC

  	
   

  	
  Title

  	
   

  	
  Page No.

  
	
  1

  	
   

  	
  DEFINITIONS

  	
   

  	
  3

  
	
  2

  	
   

  	
  INSURANCE REQUIREMENTS

  	
   

  	
  3

  
	
  3

  	
   

  	
  WORKER’S COMPENSATION REPORTING REQUIREMENTS

  	
   

  	
  3

  
	
  4

  	
   

  	
  COMMENCEMENT, PROSECUTION AND COMPLETION OF THE WORK

  	
   

  	
  3

  
	
  5

  	
   

  	
  SCHEDULES

  	
   

  	
  4

  
	
  6

  	
   

  	
  PROGRESS REPORTING

  	
   

  	
  4

  
	
  7

  	
   

  	
  INVOICING

  	
   

  	
  4

  
	
  8

  	
   

  	
  NONDISCLOSURE

  	
   

  	
  4

  
	
  9

  	
   

  	
  RESERVED

  	
   

  	
  5

  
	
  10

  	
   

  	
  SITE CONDITIONS

  	
   

  	
  5

  
	
  11

  	
   

  	
  QUALITY CONTROL/ASSURANCE

  	
   

  	
  5

  
	
  12

  	
   

  	
  AUTHORITY OF PERSONNEL

  	
   

  	
  5

  
	
  13

  	
   

  	
  RESERVED

  	
   

  	
  5

  
	
  14

  	
   

  	
  RESERVED

  	
   

  	
  5

  
	
  15

  	
   

  	
  PROCUREMENT INTEGRITY

  	
   

  	
  5

  
	
  16

  	
   

  	
  PASSES AND BADGES

  	
   

  	
  6

  
	
  17

  	
   

  	
  RESERVED

  	
   

  	
  6

  
	
   18

  	
   

  	
  RESERVED

  	
   

  	
  6

  
	
   19

  	
   

  	
  MODIFICATIONS TO EXHIBIT “A”

  	
   

  	
  6

  
	
   20

  	
   

  	
  RESERVED

  	
   

  	
  6

  
	
   21

  	
   

  	
  SAFETY, HEALTH AND SECURITY PROGRAMS

  	
   

  	
  6

  
	
   22

  	
   

  	
  CONTINUITY OF SERVICES

  	
   

  	
  6

  
	
   23

  	
   

  	
  KEY PERSONNEL

  	
   

  	
  7

  
	
   24

  	
   

  	
  INCREMENTAL FUNDING OF SUBCONTRACT

  	
   

  	
  7

  
	
   25

  	
   

  	
  LEGAL MANAGEMENT PLAN

  	
   

  	
  9

  
	
   26

  	
   

  	
  ENVIRONMENTAL AND WASTE MANAGEMENT REQUIREMENTS

  	
   

  	
  9

  
	
   27

  	
   

  	
  OPTIONS TO EXTEND THE TERM OF
  THE SUBCONTRACT

  	
   

  	
  9

  
	
   28

  	
   

  	
  WORKERS’ COMPENSATION

  	
   

  	
  9

  
	
   29

  	
   

  	
  EXPENDITURE NOTIFICATION

  	
   

  	
  10

  



 



 2
 








EXHIBIT
“B”


TECHNICAL SERVICES SUBCONTRACT


SPECIAL CONDITIONS


SC-1       DEFINITIONS


“CONTRACTOR”
means Washington Closure Hanford, LLC and all of its authorized representatives
acting in their professional capacities in performance of OWNER’S Contract No.
DE-AC06-05RL14655.  To the extent that
the CONTRACTOR is not the ultimate user of the services required herein, all
rights, benefits and remedies conferred upon CONTRACTOR by this Subcontract
shall also accrue and be available to and are for the express benefit of the
OWNER for which the Services are required.


“Jobsite”
and “Site” means the location(s) at which or for which
the Services will be provided.


“OWNER”
means the United States Department of Energy (DOE)/United States Government.


“Work”
and “Services” 
means all technical and professional Services and responsibilities  to be performed by the SUBCONTRACTOR as
specified, stated, indicated or implied in this Subcontract, including the
furnishing and supervision of all technical personnel and the supply of all
equipment, materials and supplies necessary or required to perform this
Subcontract.


“SUBCONTRACTOR”
means the company, corporation, partnership, individual or other entity to
which this Subcontract is issued, its authorized representatives, successors,
and permitted assigns.


“Program”
means the performance of the requirements of Contract No.
DE-AC06-05RL14655.


SC-2       INSURANCE REQUIREMENTS


Notwithstanding
any other provisions of this Subcontract, SUBCONTRACTOR shall, at its sole
expense, maintain in effect at all times during the performance of the Work
insurance coverage with limits not less than those set forth below and with
insurers and under forms of policies satisfactory to CONTRACTOR:


(a)   Workers’ Compensation as
required by any applicable law or regulation.


If there is an
exposure of injury to Contractors’ employees under the U.S. Longshoremen’s and
Harbor Workers’ Compensation Act, the Jones Act or under laws, regulations or
statutes applicable to maritime employees, coverage shall be included for such
injuries or claims.


(b)   Other Liabilities


CONTRACTOR is
maintaining a self insurance program on behalf of SUBCONTRACTOR covering all
other liabilities.


SC-3       WORKERS’ COMPENSATION
REPORTING REQUIREMENTS


The SUBCONTRACTOR
will be required to provide workers’ compensation in accordance with the
statutes of the State of Washington (Title 51, Revised Code of Washington) for
performance of work under this Subcontract at the Hanford Site, including work
subcontracted.  The SUBCONTRACTOR shall
be responsible for making all payments and submitting all reports required by
Title 51, Section 51.32.073, Revised Code of Washington.(NOTE: Effective 6/14/06
this Special Condition is superseded by SC-28 WORKERS’ COMPENSATION)


SC-4       COMMENCEMENT, PROSECUTION
AND COMPLETION OF THE WORK


SUBCONTRACTOR
shall furnish sufficient forces, equipment, and facilities and shall work such
hours to assure prosecution of the Work to completion within the Subcontract
term specified by Exhibit “C”.



 3
 








SC-5       SCHEDULES


If requested by
CONTRACTOR, SUBCONTRACTOR shall, within ten (10) calendar days from and after
SUBCONTRACTOR’S receipt of written notice of award, and before the first
payment is made, submit to CONTRACTOR for approval a detailed Subcontract
Schedule meeting the dates established in the Special Condition titled “COMMENCEMENT,
PROSECUTION AND COMPLETION OF THE WORK” and shall show all activities and
sequence of operations needed for the orderly performance and completion of any
separable parts of any Work, inclusive of off-Site Work, and all Work in
accordance with this subcontract.


The Subcontract
Schedule shall be complete in all respects and shall include a personnel
forecast by classification. 
SUBCONTRACTOR shall promptly inform CONTRACTOR of any proposed change in
the schedule and shall furnish CONTRACTOR with a revised schedule within ten
(10) calendar days after approval by CONTRACTOR of such change.  The schedule shall be kept up to date, taking
into account the actual progress of Work and shall be revised, if necessary,
every thirty (30) calendar days.  The
revised schedule shall, as determined by CONTRACTOR, be sufficient to meet the
requirements for the completion of the separable parts of any and all Work and
the entire project as set forth in this Subcontract.


SC-6       PROGRESS REPORTING


If required, on a
monthly basis the SUBCONTRACTOR shall provide to CONTRACTOR a concise summary
report describing the Work accomplished during the reporting period, Work
forecasted to be completed during the next reporting period and a summary of
problem areas.  Report shall include a
schedule update showing Work completed, items rescheduled, personnel
utilization and personnel re-forecasts. 
The report shall be submitted by the fifth calendar day after the end of
the month being reported.


SC-7       INVOICING


SUBCONTRACTOR
shall submit all billings, including the final billing, detailed by Subcontract
Line Item number on the “Request for Payment” form in original and two (2)
copies to:


WASHINGTON CLOSURE
HANFORD, LLC


2620 Fermi Avenue


Richland, WA 99352


Attention:  Accounts Payable


Reference:  Subcontract No. 0000X-SC-G0547


Failure to specify
the full Subcontract Number or to submit full supporting documentation may be
cause for invoice rejection or delay in payment.


As a condition
precedent to final payment, SUBCONTRACTOR shall submit a fully executed Release
and Certificate of Final Payment.


SC-8       NONDISCLOSURE


SUBCONTRACTOR
agrees not to divulge to third parties, without the written consent of
CONTRACTOR, any information obtained from or through CONTRACTOR or OWNER in
connection with the performance of this Subcontract unless:


(a)   The information is known to
SUBCONTRACTOR prior to obtaining the same from CONTRACTOR or OWNER;


(b)   The information is, at the time
of disclosure by SUBCONTRACTOR, then in the public domain; or


(c)   The information is obtained by
SUBCONTRACTOR from a third party who did not receive same, 



 4
 








directly or
indirectly from CONTRACTOR or OWNER and who has no obligation of secrecy with
respect thereto.


SUBCONTRACTOR
further agrees that it will not, without the prior written consent of
CONTRACTOR, disclose to any third party any information developed or obtained
by SUBCONTRACTOR in the performance of this Subcontract except to the extent
that such information falls within one of the categories described in (a), (b),
or (c) above.


If so requested by
CONTRACTOR, SUBCONTRACTOR further agrees to require its employees to execute a
nondisclosure agreement prior to performing any Work under this Subcontract.


SC-9       RESERVED


SC-10     RESERVED


SC-11     QUALITY CONTROL/ASSURANCE


All Work shall be
performed in accordance with the CONTRACTOR’S Quality Control/Assurance
requirements.  If the Subcontract
requires the SUBCONTRACTOR to utilize its own Quality Control/Assurance
Program, such programs shall be submitted to CONTRACTOR for prior approval.


SC-12     AUTHORITY OF PERSONNEL


A.    The CONTRACTOR will designate
a Subcontract Administrator who will be responsible for administering the
Subcontract terms and conditions and who shall act as the CONTRACTOR’S
authorized representative.  Additionally,
all correspondence shall be issued and received by the designated Subcontract
Administrator.  The only individual
authorized to direct the SUBCONTRACTOR to deviate from the express, written
terms of the Subcontract is the authorized Subcontract Administrator.


B.    The CONTRACTOR will designate
a Subcontract Technical Representative (STR) who will be responsible for the
technical aspects of the performance of the Subcontract.  The STR may designate other personnel to
oversee the performance of the Work, sign field tickets, etc.  However, the designated STR retains ultimate
authority over the technical aspects of the Work.  Should the SUBCONTRACTOR and STR disagree
over the technical requirements of the Subcontract; such matters will be
immediately referred to the CONTRACTOR’S Subcontract Administrator for
resolution.  The STR does not possess
authority, express or implied, to direct the SUBCONTRACTOR to deviate from the
terms and conditions of the Subcontract.


SC-13     RESERVED


SC-14     RESERVED


SC-15     PROCUREMENT INTEGRITY


A.    The SUBCONTRACTOR warrants
that it is familiar with and will comply with all the requirements of Section
27 of the Office of Federal Procurement Policy Act of 1988 (41 U.S.C. §423) as
implemented in the Federal Acquisition Regulations (referred to in this clause
as “the Act”), including, but not limited to: (1) prohibitions on giving
or offering future employment, money, or any thing of value to a procurement
official, (2) prohibitions on soliciting or obtaining from an agency,
prior to award, any proprietary or source selection information regarding the
procurement, and (3) limits on participation of former government
employees and officials in negotiation and performance of government
contracts.  For a violation of the Act,
the Government may reduce the fee or profit on the contract, terminate all or a
portion of the contract for default, suspend or debar the contractor from
future Federal Government work, impose fines or imprisonment, or pursue other
legal remedies.


B.    In addition to any other
remedies provided by law or herein, the SUBCONTRACTOR agrees to indemnify and
hold CONTRACTOR harmless to the full extent of any loss (including any
reduction in fee or profit), 



 5
 








damages, or
expenses (including attorneys’ fees) if any of the SUBCONTRACTOR’S actions,
acting alone or in concert with any other person or entity, cause the
Government to enforce the provisions of the Act or related regulations.


C.    The SUBCONTRACTOR agrees to
include the substance of this clause, including this paragraph C, appropriately
modified to reflect the identity and relationship of the parties, in all lower
tier subcontracts in amounts exceeding $100,000.


SC-16     PASSES AND BADGES


SUBCONTRACTOR’S
employees may be required to obtain employee and vehicle passes. Such badges
shall be issued at no charge to the SUBCONTRACTOR.  No SUBCONTRACTOR employee or representative
will be admitted to the Site unless he is a citizen of the United States, or,
if an alien, his employment within the United States is legal and in accordance
with activity security requirements.


SC-17     RESERVED


SC-18     RESERVED


SC-19     MODIFICATIONS TO EXHIBIT “A”


The following
modifications are applied to Exhibit “A” of this Subcontract and incorporated
herewith:


The following
paragraph is added to Section GC-10, Taxes:


A.            Washington State
B&O Tax


“For the purpose
of defining Washington State business and occupation (B&O) tax, CONTRACTOR recognizes
that the tax classification established by Revised Code of Washington (RCW)
82.04.263 (currently taxed at rate of 0.471 percent) is applicable to the
performance of all Work of this Subcontract.”


Subcontractor will
include the above language related to Washington State B&O Tax in all
sub-tier subcontracts and purchase orders.


The following clause is added to
Section GC-30.13 / Applicable to Cost Reimbursement Subcontracts


DEAR
Clause 970.5232-3, Accounts, Records, and Inspection (December 2002); Alternate
II


SC-20     RESERVED


SC-21     SAFETY,
HEALTH AND SECURITY PROGRAMS


Subcontractor is required
to comply with CONTRACTOR’S Safety, Health, Security and Hazard Communication
Programs as long as SUBCONTRACTOR’S personnel are located on CONTRACTOR’S
premises.


SC-22     CONTINUITY
OF SERVICES


The SUBCONTRACTOR
recognizes that the services performed under this Subcontract are vital to the
OWNER and must be continued without interruption, and that, upon expiration of
the Prime Contract between the OWNER and the CONTRACTOR, a successor, either
the Government or another Contractor, may continue to require that the services
be performed. The CONTRACTOR shall provide a sixty-(60) day written notice to
the SUBCONTRACTOR once the successor has been named. The SUBCONTRACTOR shall
work with the OWNER and the CONTRACTOR to ensure an efficient transfer to the
successor is made.



 6
 








CONTRACTOR may assign
this Subcontract to the OWNER or to such party as OWNER may designate to
perform CONTRACTOR’S obligations hereunder. Upon receipt by SUBCONTRACTOR of
written notice that the OWNER or a party so designated by the OWNER has
accepted an assignment of this Subcontract, CONTRACTOR shall be relieved of all
responsibility hereunder and SUBCONTRACTOR shall thereafter look solely to such
assignee for performance of CONTRACTOR’S obligations.


SC-23     KEY PERSONNEL


CONTRACTOR reserves the
right to approve all Key Personnel. 
SUBCONTRACTOR’S key personnel must be assigned full-time onsite to this
Subcontract exclusively.  SUBCONTRACTOR
shall not reassign or remove key personnel without prior written authorization
of CONTRACTOR.  Whenever, for any reason,
one or more of these individuals are unavailable for assignment for Work under
this Subcontract, any replacement key personnel shall possess the minimum
qualifications and experience required for the position.


When the CONTRACTOR finds
that a correlation exists or appears to exist between a documented lack of
SUBCONTRACTOR performance and a lack of SUBCONTRACTOR employee qualification
performance and/or falsification of experience requirements, the SUBCONTRACTOR
agrees to immediately replace that individual with another employee with the
minimum qualifications appropriate to the work being performed as specified
above at no additional cost to the CONTRACTOR.


The CONTRACTOR may also
require that the SUBCONTRACTOR removed from the job, at no additional cost to
CONTRACTOR, employees who endanger persons or property, disruptive to the
workforce, or whose continued employment under this Subcontract is inconsistent
with the requirements of the Subcontract and/or interests of safety or security
at the Hanford Site.


	
  Title/Position

  	
   

  	
  Key Personnel

  
	
  ESHI
  Operations Manager,

  	
   

  	
  Charles H. Stewart

  
	
  ESHI
  Project Manager,

  	
   

  	
  Terry Vaughn

  
	
  ESHI
  Resource Coordinator,

  	
   

  	
  Karen L. Whitten

  



 


SC-24     INCREMENTAL FUNDING OF
SUBCONTRACT


The CONTRACTOR’S
obligation to pay the SUBCONTRACTOR in accordance with the article entitled “Invoicing”
is subject to the provisions and limitations further set forth by the following
notwithstanding any other section or provision of this Subcontract as follows.


A.            Allotment
of Funds:  Of the total Subcontract
amount, only specific portions of the total amount are estimated to be
available, allotted by (FY), for this Subcontract.  The CONTRACTOR shall not be obligated under
this Subcontract to the SUBCONTRACTOR on any theory or basis for total payment
in excess of total allotments up to that time. 
Furthermore, the SUBCONTRACTOR is not to expend any effort on Work for
which the CONTRACTOR has not provided the SUBCONTRACTOR written authorization
to proceed.


CONTRACTOR shall
notify SUBCONTRACTOR of the estimated amount of funding to be available for
each subsequent FY.  It is contemplated,
but not warranted, that the full amount of estimated funds for each FY’s
allotment will be available by October 1st, of each FY.  CONTRACTOR shall notify SUBCONTRACTOR, in
writing, of the exact amount of each FY allotment of funds as soon as such
becomes known.


B.            SCHEDULE


(1)        The
SUBCONTRACTOR agrees to schedule and perform or have performed the subcontract
work in such a manner as to ensure that, in the event of termination of this
contract for convenience pursuant to Subcontract General Conditions, Clause “Termination,”
the total 



 7
 








amount payable by the CONTRACTOR (including amounts
payable in respect of subcontracts and settlement costs) would not exceed the
total amount allotted at the time to the Subcontract.  The CONTRACTOR shall not be obligated in any
event to pay or reimburse the SUBCONTRACTOR in excess of the amount then
allotted to this subcontract, anything to the contrary or any other provision
of this Subcontract notwithstanding.


(2)        To
insure compliance with the requirements of subparagraph B. (1) above, all
schedules required elsewhere in this Subcontract shall relate to and describe
the SUBCONTRACTOR’S proposed plan for performance of work and representation of
work actually performed to the amount then allotted to this Subcontract.  Furthermore, SUBCONTRACTOR shall schedule and
relate planning for future performance of Work to the table of estimated
allotments to this Subcontract set forth in subparagraph A. above.


C.            Notices
- Actions When Costs Approach Total Amounts Allotted:  Until such time as the CONTRACTOR has
allotted funds up to the full Subcontract amount, including any adjustments
thereto, the SUBCONTRACTOR shall notify the CONTRACTOR in writing 30 days in
advance of the point when, in the event of termination  for convenience the total amount payable by the
CONTRACTOR (including amounts payable in respect of subcontracts and settlement
costs) will approximate 75% (seventy-five percent) of the total amount then
allotted to the Subcontract.  Upon
receipt of such notice, the CONTRACTOR may take one of, or a combination of,
the following actions:


(1)        Instruct
the SUBCONTRACTOR to continue performance of the Subcontract to the extent
permitted by the amount of funds then allocated to this Subcontract;


(2)        Increase
the amount of funds allotted to the Subcontract and instruct the SUBCONTRACTOR
to proceed with work not previously funded;


(3)        Order
the SUBCONTRACTOR to suspend all or any part of the work in accordance with
Subcontract General Conditions article entitled “Suspension” or “Stop Work
Order.”   If the suspension or stop work
order has resulted from the failure of the SUBCONTRACTOR to schedule and
perform the Subcontract work in accordance with the provisions of subparagraph
B above, the SUBCONTRACTOR shall not be entitled to an equitable adjustment in
Subcontract amount nor time, nor shall the costs of the suspension or stop work
be allowable in any  subsequent
termination for the convenience of the CONTRACTOR, irrespective of the
provisions of any other section or provision of the Subcontract; or


(4)        Terminate
the performance of all or part of the work under this Subcontract in accordance
with the termination for convenience section; or


(5)        Direct
the SUBCONTRACTOR to take such action, as is agreed by the parties in writing
to be appropriate under the circumstances (provided such action does not exceed
the total funds then allotted).


D.            SUBCONTRACTOR
Excused From Further Performance: 
Before the allotment of funds up to the total Subcontract amount
(including any adjustments thereto), when the SUBCONTRACTOR’S performance has
reached the point at which in the event of exercise of the “Termination”
section of this Subcontract, the total amount payable by the CONTRACTOR would
equal 100% (one hundred percent) (100%) of the amount then allotted to this
Subcontract, the SUBCONTRACTOR shall immediately notify the CONTRACTOR and
shall make no further commitments or expenditures (except to meet existing
commitments and liabilities).


E.             The
CONTRACTOR shall not be obligated to pay the SUBCONTRACTOR an amount in excess
of the total amount then allotted to the Subcontract.  If additional funds are not allotted by the
date set forth in subparagraph A. above, or such later date as may be agreed to
by both parties, the SUBCONTRACTOR shall not be obligated to continue performance
under this Subcontract and the CONTRACTOR will, upon written request of the
SUBCONTRACTOR, terminate the Subcontract pursuant to the provisions of the
termination for convenience section, provided, however, that in no 



 8
 








event shall the CONTRACTOR be obligated to pay or
reimburse the SUBCONTRACTOR in excess of the amount then allotted to this
Subcontract.  If the SUBCONTRACTOR incurs
additional costs or is delayed in the performance of the work under this
Subcontract solely by reason of the failure of the CONTRACTOR to allot
additional funds in accordance with the subparagraph A. above and if additional
funds are allotted, equitable adjustments shall be made in the Subcontract
amount and performance time.


F.             The
CONTRACTOR may at any time prior to termination, and with the consent of the
SUBCONTRACTOR after notice of termination, allot additional funds to this
Subcontract.


G.            Nothing
in this clause shall affect the right of the CONTRACTOR to terminate this
Subcontract pursuant to the article of this Subcontract entitled “Termination.”


H.            Change
Orders:  Changes issued pursuant to
Subcontract General Conditions article entitled, “Changes”, shall not be
considered authorization for the SUBCONTRACTOR to exceed the amount allotted to
this Subcontract in the absence of a statement in the Change Order, or other
written notice to the SUBCONTRACTOR, increasing the amount allotted to this
Subcontract.


SC-25     LEGAL
MANAGEMENT PLAN


The
SUBCONTRACTOR shall comply with the approved CONTRACTOR Legal Management Plan
with respect to any Subcontract legal costs likely to reach $100,000 over the
life of the matters and for which the SUBCONTRACTOR seeks reimbursement under
this Subcontract for the litigation costs. 
Whenever necessary to make the context of the Legal Management Plan
applicable to this subcontract, substitute WCH for DOE and SUBCONTRACTOR for
WCH.


SC-26     ENVIRONMENTAL
AND WASTE MANAGEMENT REQUIREMENTS


SUBCONTRACTOR
is required to comply with CONTRACTOR’S environmental and waste management
policies, programs, plans and procedures.


SC-27     OPTIONS TO EXTEND THE TERM OF THE SUBCONTRACT


(a) The Contractor may extend the term of
this contract for five periods of up to 12 months each by providing written
notice to the Subcontractor within 30  days  before
the contract expires. The preliminary notice does not commit the Contractor to
an extension.


(b) If the Contractor exercises this option,
the extended contract shall be considered to include this option clause.


(c) The total duration of this contract,
including the exercise of any options under this clause, shall not exceed 72
months or six years.


SC-28     Workers’ Compensation


Pursuant to State of
Washington Revised Code (RCW) Title 51, the DOE Richland Operations Office (RL)
is a group self-insurer for purposes of workers’ compensation coverage.  Effective 6/14/06,
the coverage afforded by the workers’ compensation statutes shall, for
performance of work under this Contract at the Hanford Site, be subject to the
following:


(a)           Under the terms of a
Memorandum of Understanding with the Washington State Department of Labor and
Industries (L&I), DOE has agreed to perform all functions required by
self-insurers in the State of Washington. 
The SUBCONTRACTOR is not required to pay for Workers’ Compensation
coverage or benefits except as otherwise provided below or as directed by the
Contracting Officer.



 9
 








(b)           The SUBCONTRACTOR shall
submit to DOE (or other party as designated by DOE), for transmittal to the
L&I, such payroll records as are required by Workers’ Compensation laws of
the State of Washington.


(c)           The SUBCONTRACTOR shall
submit to DOE (or other party as designated by DOE), for transmittal to DOE,
the accident reports provided for by RCW Title 51, Section 51.28.010, or any
other documentation requested by DOE or the L&I pursuant to the Workers’
Compensation laws of the State of Washington.


(d)           The SUBCONTRACTOR 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 SUBCONTRACTOR’s own name in connection therewith.


(e)           Under RCW Title
51.32.073, DOE is the self-insurer and is responsible for making quarterly
payments to the L&I.  In support of
this arrangement, the SUBCONTRACTOR is responsible for withholding appropriate
employee contributions and forwarding on a timely basis these contributions
plus the employer-matching amount to DOE.


(f)            The workers’
compensation program shall operate in partnership with SUBCONTRACTOR employee
benefits, risk management, and environmental, safety, and health management
programs.  The SUBCONTRACTOR shall
cooperate with DOE for the management and administration of the DOE-RL
self-insurance program that provides workers’ compensation benefit coverage to
SUBCONTRACTOR employees under this Contract.


(g)           The SUBCONTRACTOR must
certify to the accuracy of the payroll record used by DOE in establishing the
self-insurance claims reserves, and cooperate with any state audit.


(h)           The SUBCONTRACTOR shall
submit to the Contracting Officer, a yearly evaluation and analysis of workers’
compensation cost as a percent of payroll compared with the percentage of
payroll cost reported by a nationally recognized Cost of Risk Survey that has
been pre-approved by DOE (once DOE has provided the SUBCONTRACTOR with the
necessary data to perform the analysis required in this paragraph).


(i)            The SUBCONTRACTOR
shall provide statutory workers’ compensation coverage for staff members
performing work under this Contract outside of the State of Washington and not
otherwise covered by the State of Washington workers’ compensation laws.


(j)            Subcontractors
performing work under this Contract on behalf of the SUBCONTRACTOR are not
covered by the provision of the Agreement referenced in (a) of this
clause.  The SUBCONTRACTOR shall
flow-down to its subcontractors the requirement to provide statutory workers’
compensation coverage for the subcontractor’s employees.  The SUBCONTRACTOR shall have no
responsibility for subcontractor workers’ compensation when it includes this
requirement in the subcontract.


SC-29     Expenditure Notification


SUBCONTRACTOR shall furnish to the
address listed below the best estimate of the total billable cost (invoiced and
invoiceable) from award of the Subcontract through the current fiscal month
end.  This information must be submitted
in writing (facsimile acceptable) in accordance with the CONTRACTOR’S
accounting month-end calendar to be provided from WCH.


Washington Closure
Hanford, LLC


2620 Fermi Ave.


Richland, WA 99354


Attention: Project
Controls


Fax: (509) 372-9654



 10














EXHIBIT
“C”


FORM A
-  SCHEDULE OF QUANTITIES AND PRICES


1.0                                 WORK TO BE PERFORMED


Except as specified elsewhere in this
Subcontract, SUBCONTRACTOR shall furnish all professional services including
all other necessary and incidental related items and shall perform all
operations necessary and required to satisfactorily provide Radiation
Protection and Industrial Hygiene services, all as fully described in Exhibit “D”.


2.0           TYPE
OF SUBCONTRACT


This is a cost-plus-fixed-fee term
subcontract.  The initial subcontract
term shall begin on October 1, 2005 and end on September 30, 2006.  Unpriced options to extend the term of this
subcontract are also included as described in Exhibit B, Special Condition
(SC)-27.  The total subcontract amount
for the base period was estimated at $15,740,576.29.  This amount consists of an estimated cost of
$14,745,270.53 plus a fixed fee of $995,305.76. 
The Option for the FY-2007 period of performance has been exercised for
a total estimated value to be determined.


3.0           INCREMENTAL
FUNDING OF SUBCONTRACT


Pursuant to the Special Provision entitled “Incremental
Funding of Subcontract”, the funding schedule shown below specifies the amount
presently available for payment and allotted to this subcontract.


Funding Schedule


	
  FY

  	
   

  	
  Funds for Cost

  	
   

  	
  Funds for Fee

  	
   

  	
  Total Funds

  	
   

  
	
  2006

  	
   

  	
  $

  	
  15,545,270.53

  	
   

  	
  $

  	
  995,305.76

  	
   

  	
  $

  	
  16,540,576.29

  	
   

  
	
  2007

  	
   

  	
  $

  	
  7,050,000

  	
   

  	
   

  	
   

  	
  $

  	
  7,050,000.00

  	
   

  
											



 


4.0                                 TRAVEL POLICY


All travel shall be in
accordance with CONTRACTOR’S travel policies and procedures.


5.0           PAYMENT


Payment will be made in accordance with the
General Condition (GC-30.13) entitled “FAR 52.216-7 Allowable Cost and Payment
(DEC 2002).”















EXHIBIT “D”


SCOPE OF WORK


FOR


RADIATION
PROTECTION AND INDUSTRIAL HYGIENE SERVICES


	
  2

  	
   

  	
  3/07/07

  	
   

  	
  Revised for Contract Execution

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  6/22/06

  	
   

  	
  Issued for Contract Award

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0

  	
   

  	
  9/27/05

  	
   

  	
  Issued for Bid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REV.

  	
   

  	
  DATE

  	
   

  	
  REASON
  FOR REVISION

  	
   

  	
  ORIGINATOR

  	
   

  	
  CHECKER

  	
   

  	
  GROUP
  SUPVR

  	
   

  	
  PROJECT
  ENGR./DES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
   

  	
  JOB NO. 14655

  
	
   

  	
  RIVER
  CORRIDOR

  	
   

  	
  SCOPE OF WORK NO.
  0000X-SW-G0547

  
	
   

  	
  CLOSURE
  CONTRACT

  	
   

  	
  SHEET 1 OF 10

  



 



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1.0                               SCOPE


The SUBCONTRACTOR shall
perform the following safety and health support tasks related to the integrated
closure of the Hanford Site River Corridor:


·                  As
a pre-selected subcontractor, the SUBCONTRACTOR is aware of the technical
challenges facing the Hanford River Corridor project.  The SUBCONTRACTOR is strongly encouraged to
use the full range of its corporate expertise to propose innovative methods to
execute the radiological controls function to minimize cost and accelerate
schedule during this Subcontract.


·                  Compliance
with DOE-STD-1107-97, “KNOWLEDGE, SKILLS, AND ABILITIES FOR KEY RADIATION
PROTECTION POSITIONS AT DOE FACILITIES,” is required for this Subcontract.  Appendix A of DOE-STD-1107-97 specifies
general qualification criteria for contractor radiological controls personnel
at DOE facilities, including Engineers, Supervisors, Instructors, and Senior
RCTs.  SUBCONTRACTOR shall assure that
personnel provided under this Subcontract for positions cited in Appendix A of
DOE-STD-1107-97 meet the relevant qualification criteria of the standard.


·                  Provide competent, skilled and qualified
radiological control (RadCon) technicians (RCTs).  Initial, continuing and re-qualification of
RCTs under the CONTRACTOR’S training program will be performed by the
SUBCONTRACTOR under the CONTRACTOR’S direction and at the CONTRACTOR’S cost.


·                  Provide competent, skilled and qualified
industrial hygiene (IH) technicians. 
Initial, continuing and re-qualification of IH technicians under the
CONTRACTOR’S training program will be performed by the SUBCONTRACTOR under the
CONTRACTOR’S direction and at the CONTRACTOR’S cost.


·                  Conduct a Radiological Controls training
program under CONTRACTOR direction.  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.


·                  Conduct an Industrial Hygiene training
program under CONTRACTOR direction.  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.


·                  Provide competent, skilled and qualified RCT
and IHT Supervisors.  Supervisors shall
participate in work planning, conduct ISMS activities, supervise technicians
and perform other duties as assigned under CONTRACTOR direction.


·                  Assist in the
preparation of radiological controls and industrial hygiene plans and
procedures under CONTRACTOR direction.


·                  Conduct radiological surveillances, surveys,
sampling and monitoring of River Corridor field sites and activities, to
establish base conditions for inclusion on the appropriate work plans, to
assess changing conditions and to ensure hazard controls are maintained during
field work, and to support site closure activities.  This scope shall include the generation of
survey documentation and monitoring reports in accordance with applicable plans
and procedures, as well as preparation



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and/or
coordination of the issuance of applicable support documentation, reports and
work permits.


·                  Conduct IH surveillances, surveys, sampling,
and monitoring of River Corridor field sites and activities to establish base
conditions for inclusion on the appropriate work plans, to assess changing
conditions and to ensure hazard controls are maintained during field work, and
to support site closure. This scope shall include the generation of survey
documentation and monitoring reports in accordance with applicable plans and
procedures, as well as preparation and/or coordination of the issuance of
applicable support documentation, reports and work permits.


·                  Develop, negotiate, implement, and maintain
the HAMTC bargaining unit contract. 
Provide support to CONTRACTOR management concerning job assignments,
overtime administration, discipline, grievance processing and other related
activities for employed technicians.


·                  Perform radiological investigations and
analyses using radiological mapping equipment and processes (e.g. LARADS/GPERS)
as requested.


SUBCONTRACTOR personnel
shall perform work as directed by CONTRACTOR’S management and supervision.  Work shall be performed in accordance with
CONTRACTOR policies, procedures and training guidelines. Personnel shall be
qualified to perform the work assignments in accordance with these policies,
procedures and training guidelines.


2.0                               ADDITIONAL SERVICES


SUBCONTRACTOR may provide
the following additional efforts when requested by CONTRACTOR:


·      Radiochemistry and mixed waste laboratory services


·      Field sampling services including data management


·      Field radiological sampling/assay screening facility


·      Waste management coordinators and pollution prevention specialists


·      In-situ gamma spectroscope characterization services


·      Additional training services such as:


Radiation Worker I and II


HAZWOPPER – 8 hour refresher course


Respiratory
Protection and First Aid


3.0                               INSTRUMENTATION AND EQUIPMENT


SUBCONTRACTOR may also
provide the following instruments, equipment and services when requested by the
CONTRACTOR:


·      IH instrumentation


·      Radcon instrumentation


·      Respiratory protection equipment


·      Maintenance,
calibration or inspection  services for
equipment and instruments


4.0                               CONTRACTOR/GOVERNMENT- FURNISHED
PROPERTY/SERVICES


a.               Site services 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 OWNER directs the use of
shall be considered Government furnished. 
Government-furnished equipment will be identified.  These Government-furnished property/services



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shall
be utilized under the terms of this Subcontract, as directed by CONTRACTOR.


b.              CONTRACTOR shall deliver to the
SUBCONTRACTOR, CONTRACTOR-furnished property or services.  If that property or services, suitable for
its intended use, is not delivered to the SUBCONTRACTOR, the CONTRACTOR shall
be promptly notified of the circumstances.


c.               Title to CONTRACTOR-furnished property shall
remain in the Government.  The
SUBCONTRACTOR shall use CONTRACTOR -furnished property only in connection with
this Subcontract.  The Subcontractor
shall assist CONTRACTOR in implementation of the Project Property Management
Plan.


d.              Upon receipt of CONTRACTOR-furnished
property, SUBCONTRACTOR shall implement reasonable precautions against loss or
damage except:


(1)                                  For reasonable wear and tear;


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


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


5.0                               DEPARTMENT OF ENERGY (DOE)
DIRECTIVES


The SUBCONTRACTOR shall
comply with all applicable DOE Directives contained in Attachment J-2 of CONTRACTOR’S
prime contract, DE-AC06-05RL14655.  This
includes DOE Notice N.206.2 entitled “Personnel Identity Verification” which
will be incorporated into the prime contract as of 10/27/05.


6.0                               ORGANIZATIONAL CONFLICT OF
INTEREST


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 CONTRACTOR’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 CONTRACTOR’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
River Corridor Project 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 under this Subcontract, unless otherwise approved by CONTRACTOR.


7.0          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
CONTRACTOR and the Government.  This
clause does not supersede the Government’s right to audit.



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8.0          RESERVED


9.0          SUPPORT FROM SUBCONTRACTOR
AFFILIATED SOURCES


Because of the project
nature of the SUBCONTRACTOR’S scope of work, it is recognized that the staffing
requirements of the SUBCONTRACTOR will vary over the course of each year.  The technical and staff support capabilities
of the SUBCONTRACTOR and its affiliates for work at Hanford were proposed and
recognized in the competitive selection process.  Therefore, the SUBCONTRACTOR may obtain
direct support from affiliates to meet technical and staffing requirements on
an as needed basis as approved by CONTRACTOR. 
Approval will be obtained through CONTRACTOR’S approval of the
SUBCONTRACTOR’S fiscal year work plan, to the maximum practical extent, which
will identify the anticipated level of “Offsite Support.”  Further CONTRACTOR’S approval shall be
obtained for any material increase from the work plan. The process and
procedure for justifying and controlling transfers from affiliates will be
approved by the Subcontracts Specialist.


Services from a
SUBCONTRACTOR affiliated source will be at cost without additional fee or
profit.  Allowable cost will include
direct cost and all allocable indirect costs in accordance with applicable
Federal Acquisition Regulation Cost Principles (excluding Facilities Capital
Cost of Money).  Work performed at
Hanford will be billed using a Government approved offsite (project) rate.  In the absence of a Government approved
offsite (project) rate, temporary Assignments of personnel from
SUBCONTRACTOR-affiliated sources greater than 6 months shall have indirect
costs based upon an offsite rate that excludes home office facilities costs and
other costs for services and equipment provided at the Hanford site.


10.0        USE OF ANALYTICAL LABORATORIES


CONTRACTOR shall review all
work plans or other documents that may be prepared by the SUBCONTRACTOR and
which may propose sampling plans 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.  It is further
understood that CONTRACTOR and the SUBCONTRACTOR shall establish controls which
require the prior approval of CONTRACTOR before the SUBCONTRACTOR can perform
laboratory testing of any nature.


11.0                        SUBCONTRACTS


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


b.              With respect to all subcontracting activity
under this contract, the SUBCONTRACTOR will provide all technical support to
the CONTRACTOR’S Procurement activity necessary for CONTRACTOR to comply with
its approved procedures and with the Prime Contract requirements.


12.0        EMPLOYEES OF THE SUBCONTRACTOR


CONTRACTOR will from time to
time, request the SUBCONTRACTOR to provide certain services to CONTRACTOR. Upon
receiving such requests, the SUBCONTRACTOR shall provide one or more of its
employees having expertise in the areas designated by CONTRACTOR.  The SUBCONTRACTOR shall, at all times and for
all purposes, retain sole authority to hire, discipline, discharge, train, appraise
and promote 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.



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13.0                        PAY AND BENEFITS


a.               Employees Covered by the Hanford Site
Stabilization Agreement (HSSA).  For those employees performing work subject
to the Davis-Bacon Act, the SUBCONTRACTOR shall comply with all requirements of
the HSSA for pension and other benefits in the classifications set forth in the
HSSA for work performed at the Hanford Site.


b.              Incumbent Contractors for the purposes of this clause shall mean
Hanford Site Prime Contractors and their subcontractors participating in the
Hanford Site Pension Plan (HSPP), The Hanford Site Savings Plan, and the
Hanford Employee Welfare Trust (HEWT), as of June 6, 2005.


c.               Incumbent Employees for purposes of this clause are employees
who are employed by the Incumbent Contractors on June 6, 2005 and subsequently
employed by the Contractors under the Prime Contract and their subcontractors
by August 27, 2005.


d.              Employee Pay and Benefits 


(1)          Compensation, Pension, and Benefits.  The SUBCONTRACTOR shall follow the CONTRACTOR’S
Human Resources Compensation Plan.


(2)   Pay


(i)    Incumbent employees shall be paid base salary/pay rates that are at
least equivalent to the base salary/pay rates being paid to the employees by
the incumbent contractors at the time the SUBCONTRACTOR offers them employment,
if the positions for which they are hired entail duties and responsibilities
substantially equivalent to their positions with the Incumbent Contractors.


(ii)   If the base salary/pay rate that an employee is being paid by an
incumbent contractor at the time the SUBCONTRACTOR offers the employee
employment falls above the new maximum base salary/pay rate for the employee’s
position, the following shall apply:


(A)            The employee shall continue to receive the
same salary/pay rate that was paid by the incumbent contractor.


(B)              The employee shall receive no base salary/pay
adjustments until such time as the top of the SUBCONTRACTOR’S pay rate range
exceeds the employee’s base salary/pay rate.


(C)              After the top of the SUBCONTRACTOR’S rate
range exceeds the employee’s base salary/pay rate, the employee shall be
eligible for increases consistent with the SUBCONTRACTOR’S salary/pay policies.


(3)   Pension and Benefits


(i)    Pension Benefits for Incumbent Employees


(A)            The SUBCONTRACTOR shall become a sponsor of
the HSPP currently sponsored by the Incumbent Contractors.


(B)              The SUBCONTRACTOR shall allow incumbent
employees to continue to accrue credit under the HSPP for service under this
Subcontract.  Incumbent employees shall
retain credit for their prior Hanford service without the Subcontract transition
constituting a break in service.  The
SUBCONTRACTOR shall timely supply the HSPP Administrator with the information
required by the Administrator necessary to effectively administer the
Plan.  Contributions to the HSPP as
determined by the



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HSPP Administrator shall be
allowable costs under this Subcontract. 
At Subcontract completion, the SUBCONTRACTOR shall fully fund its
withdrawal liability under the HSPP; provided, however, that if this
Subcontract expires or terminates, the SUBCONTRACTOR shall continue as a plan
sponsor of the HSPP pursuant to paragraph (e) below as directed by the
CONTRACTOR.


(C)              The SUBCONTRACTOR shall coordinate with the
HSPP Administrator to ensure DOE receives an annual reporting and accounting of
the SUBCONTRACTOR’S pension obligations, pursuant to Financial Accounting
Standard (FAS) 87, for those employees participating in the HSPP under this
Subcontract.  The SUBCONTRACTOR shall
coordinate with the HSPP Administrator and supply the Administrator with all
the information necessary to maintain the Federal tax qualification of all
SUBCONTRACTOR and Hanford Site pension plans.


(ii)   Non-Pension Benefits for Incumbent Employees


(A)            The SUBCONTRACTOR shall become a sponsor of
the Hanford Employee Welfare Trust (HEWT) Plan. 
Incumbent employees shall be eligible to continue participation in the
HEWT Plan and receive medical and other benefits under the HEWT Plan consistent
with the terms of that Plan as amended from time to time.  The SUBCONTRACTOR shall credit the length of
service credited by the incumbent contractor of incumbent employees toward the
service period required for benefits relating to vacation, sick leave, health
insurance, severance, layoff, recall, and other benefits.


(B)              The SUBCONTRACTOR shall timely supply the
HEWT Administrator with the information required by the Administrator necessary
to effectively administer the Plan. 
Contributions into the HEWT Plan as determined by the Administrator will
qualify as allowable costs under this Subcontract.


(C)              The SUBCONTRACTOR shall coordinate with the
HEWT Plan administrator or to ensure DOE receives an annual reporting and
accounting of the SUBCONTRACTOR’S benefit obligations for those employees
participating in the HEWT Plan under this Subcontract.


(4)   Pension and Benefits for Non-Incumbent Employees


(i)    The SUBCONTRACTOR shall offer a market-based retirement and medical
benefit package competitive for the industry for non-incumbent employees.  If the SUBCONTRACTOR meets all applicable
legal and tax requirement, the SUBCONTRACTOR may establish a separate line of
business pursuant to Internal Revenue Code (IRC) §410 and §414 for the purpose
of maintaining the Federal tax qualification of pension plans covering the
SUBCONTRACTOR’S employees.


(ii)   The SUBCONTRACTOR shall develop and implement welfare benefit programs
that meet the tests of allowability and reasonableness established by Federal
Acquisition Regulation 31.205-6.


e.               Post-Subcontract Responsibilities for Pension
and Benefit Plans


If this Subcontract expires
or terminates without a follow-on subcontract, notwithstanding any other
obligations and requirements concerning expiration or termination under any
other clause of this



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Subcontract, including but
not limited to the General Conditions clause entitled “Termination”, the
following actions shall occur:


	
  

  	
  (1)

  	
  The SUBCONTRACTOR shall continue as a plan sponsor
  of the existing pension plan and any welfare benefit plans covering those
  vested employees (identified during the transition period).

  
	
   

  	
   

  	
   

  
	
   

  	
  (2)

  	
  (Reserved)

  
	
   

  	
   

  	
   

  
	
   

  	
  (3)

  	
  CONTRACTOR and the SUBCONTRACTOR shall meet to
  determine the ultimate disposition of all pension, post-retirement welfare,
  and post-employment plans.

  
	
   

  	
   

  	
   

  
	
   

  	
  (4)

  	
  During the final 6 months of this Subcontract, the
  Contract Specialist shall provide written direction to the Subcontractor
  regarding all post-contract pension and welfare benefit plans.

  
	
   

  	
   

  	
   

  
	
   

  	
  (5)

  	
  Pension plan contributions, plan asset management
  costs, and plan administration costs will continue to be allowable and fully
  reimbursed under this Subcontract, on a funding basis acceptable to
  CONTRACTOR, unless other arrangements have been approved by the Contract
  Specialist.

  



 


14.0                        SUPPORT SERVICES


The Subcontractor shall
utilize the centralized support services organizations established for the
CONTRACTOR’S program including common systems, policies and procedures for
administrative functions. Included in this category are:


·      Benefits
administration


·      Travel
arrangements


·                  Payroll – However, the SUBCONTRACTOR is
responsible for ensuring all data input and data output is accurate and
complete.


·      Personnel
reporting


·      Procurement


·                  Property Management-However, the
SUBCONTRACTOR is responsible for complying with the provisions of the above
paragraph, entitled “CONTRACTOR/Government - Furnished  Property/Services”


·      Public
affairs


·      Project
Controls


·      Classification
of documents


·      Quality
Assurance


·      Safety
Administration


·                  Security-However, the SUBCONTRACTOR is
responsible for complying with the requirements of the General Conditions
Clause entitled, “DEAR 952.204-2 Security (May 2002)”, as well as any other



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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, CONTRACTOR will provide
generalized training and the SUBCONTRACTOR will provide specialized training
related to the Subcontractor work scope.


SUBCONTRACTOR shall follow CONTRACTOR’S
procedures, policies, and protocols in the conduct of these services.  Labor resources provided by SUBCONTRACTOR
will report functionally to the appropriate CONTRACTOR functional manager.  SUBCONTRACTOR resources may not be removed from
project activities without coordination with CONTRACTOR.


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.


15.0                        LABOR RELATIONS


a.               The SUBCONTRACTOR shall respect the right of
employees to self-organization and to form, join, or assist labor
organizations, to bargain collectively through their chosen labor
representatives, to engage in other concerted activities for the purpose of
collective bargaining or other mutual aid or protection, or to refrain from any
or all of these activities.  The
SUBCONTRACTOR shall develop and implement labor relations policies that will
promote orderly collective bargaining relationships, equitable resolutions of
disputes, efficiency and economy in operations, and the judicious expenditure
of public funds.


b.              Consistent with applicable labor laws and
regulations, the SUBCONTRACTOR shall recognize and bargain in good faith with
the collective bargaining representative of employees performing work that has
historically and traditionally been performed by Hanford Atomic Metal Trades
Council (HAMTC) members.  The
SUBCONTRACTOR shall provide the Contracting Officer with a copy of the
collective bargaining agreement within 30 to 60 days after formal ratification.


c.               The SUBCONTRACTOR shall consult with the
Contracting Officer prior to and during the course of negotiations with labor
unions, and during the term of resultant contracts, on economic issues and
other matters that have a potentially significant impact on work rules,
make-or-buy decisions, or other matters that may cause a significant deviation
from past customs or practices.


d.              The SUBCONTRACTOR shall promptly advise the
Contracting Officer of, and provide all appropriate documentation regarding any
labor relations developments at the prime or subcontract level that involve or
appear likely to involve:


1)              Possible strike situations affecting the
facility;


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


3)              The National Labor Relations Board at any
level;


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


5)              Any grievance that my reasonably be assumed
to be arbitrated under a Collective Bargaining Agreement.


e.               “Labor organization,” as used in this clause,
shall have the same meaning it has in 42 U.S.C. 2000e(d).



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16.0                        PROJECT INCENTIVE PROGRAM


ESHI employees are eligible
to participate in the WCH Project Incentive Program in accordance with the
Program provisions as developed and as amended by WCH.


17.0                        SUPPORT OF CONTRACTOR PROCUREMENT
GOALS


The SUBCONTRACTOR shall
support, to the extent possible, the CONTRACTOR’S goals set forth in its Small Business
Subcontracting Plan.


18.0        VIOLATIONS OF LAWS OR REGULATIONS


In the event CONTRACTOR is
liable for fines, penalties or judgments arising out of a violation of such
laws or regulations which is caused in part of CONTRACTOR and in part by
SUBCONTRACTOR, SUBCONTRACTOR shall indemnify CONTRACTOR 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 CONTRACTOR and/or SUBCONTRACTOR, CONTRACTOR 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.


19.0                        PROVISIONAL RATE PROVISION


The cost of this Subcontract
is subject to retroactive adjustment based on the findings and recommendations
contained in any report issued as a result of any audit performed by (or on
behalf of) an agency of the U.S. Government or determination by the
Contracting Officer.  Such audit findings
shall be used by CONTRACTOR as the basis for negotiations to definitize the
Subcontract costs.



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EXHIBIT “I”


SUBCONTRACTOR
SUBMITTAL REQUIREMENTS SUMMARY


FOR


RADIATION
PROTECTION AND INDUSTRIAL HYGIENE SERVICES


AT


HANFORD RIVER
CORRIDOR CLOSURE PROJECT


The following subcontractor submittal
requirements (the full text of which is attached hereto) are made part hereof
to subcontracts entered into in the furtherance of the performance of Contract
No. DE-AC06-05RL14655 between Washington Closure Hanford and
the U.S. Department of Energy.


	
  Clause Number

  	
   

  	
  Title

  	
   

  	
  Page Number

  	
   

  
	
  1

  	
   

  	
  Submittal
  Requirements

  	
   

  	
  2

  	
   

  
	
  2

  	
   

  	
  Submittal
  Recipients

  	
   

  	
  2

  	
   

  
	
  3

  	
   

  	
  Types
  of Submittals

  	
   

  	
  3

  	
   

  
	
  4

  	
   

  	
  Submittal
  Status and return by WCH

  	
   

  	
  4

  	
   

  
	
  Attachment A:

  	
   

  	
  Subcontractor Submittal
  Requirements Summary

  	
   

  	
  5

  	
   

  



 



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EXHIBIT “I”


SUBCONTRACTOR
SUBMITTAL REQUIREMENTS SUMMARY FOR EBERLINE SERVICES HANFORD


CLAUSE 1
- SUBMITTAL REQUIREMENTS


Subcontractor shall
furnish all submittals (such as drawings, data, catalog cuts, and samples) in
accordance with the Subcontractor Submittal Requirements Summary (SSRS) and this
clause.


All submittals prepared
for this Subcontract shall show the following information in or near the title
block:


·                  Hanford-WCH


·                  WCH
Subcontract Number


Submittal of several
items together is acceptable.  Each
submittal shall have a copy of the SSRS form attached and the “Submittal Title”
of the item being submitted shall be circled or highlighted.


WCH will determine if
submittals received are complete and reserves the right to reject and require
resubmittal of any submittal(s) that does not meet the requirements.


WCH also reserves the
right to request any submittal not included on the SSRS form or any new
submittal requirement.


CLAUSE 2
- SUBMITTAL RECIPIENTS


Submittals of all
documents as identified on the SSRS shall be made directly to the individuals
noted below.


a)     The
Submittal Coordinator’s (SC) address is:


Washington Closure
Hanford


2620 Fermi Avenue


MSIN:  H4-11


Richland, WA 99354


Attention:  WCH
Submittal Coordinator in R&DC


b)    The Subcontract Administrator’s (SA) address is:


William R. Wagner


Washington Closure
Hanford, LLC


2620 Fermi Avenue


MSIN:  H4-17


Richland, WA 99354



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CLAUSE 3
- TYPES OF SUBMITTALS


Documents


Each submittal
shall be an unfolded, direct reading, first-generated copy the same size as the
original.  The minimum size of submittals
shall be 216 mm x 279 mm (8 1/2” x 11”) or 210 mm x 297 mm (A4).  Each submittal shall be of a sufficient
quality to produce clearly legible/readable third-generation copies using
either diazo or electrostatic (Xerox-type) processes and clearly legible/readable
microfilm and copies from the microfilm.


Submittals 216 mm by 356
mm (8 1/2” by 14”) or smaller shall be black-on-white copies; bond paper is
acceptable.


Submittals larger than
216 mm by 356 mm (8 1/2” by 14”) shall be dark line copies on translucent or
transparent material suitable for diazo reproduction and shall be rolled and
inserted into mailing tubes.  Clean and
clear sepia copies are acceptable.


Drawing
Requirements


All drawings and diagrams
shall be prepared in accordance with the latest applicable American National
Standard Institute Drafting Manual, ANSI-Y14.


Please note that the
metric system of units is standard. 
Metric units may be accompanied by English units.


Each drawing submitted
shall have a separate drawing number. 
When a drawing is revised, revision numbers must be clearly legible and
easily distinguishable from the drawing number and should be as close as
possible to the title block.  A short
description of the nature of the revision must be included, and revised areas
on the drawing shall be circled and identified with the revision number.


“Typical,” “standard,” or
“off-the-shelf” drawings will be acceptable only if they have all nonapplicable
sections either removed or noted on each drawing.


Magnetic Storage Media


1.               Data submitted on
magnetic storage media shall be accompanied by a hard copy list of the media
contents and a letter of transmittal, including the following:


·                  Subcontract
number


·                  A description of
contents per the Subcontract SSRS Form (e.g., 100-Area, CADD Design Files)


·                  Number and type
of items (floppies, etc.)


·                  Note
if the submittal is a resubmittal


2.               Diskettes shall be
89 mm (3-1/2”), CD ROM or zip disk, utilizing Windows 95 or higher format.


3.               Record documents
submitted on magnetic storage media shall be accompanied by a matching hard
copy documenting appropriate signatures.


Samples


Submittal of sample
materials, such as bentonite, geomembrane, or geotextile swatches, etc., shall
be of the size and type as noted in the technical specifications.



 3
 








CLAUSE 4
- SUBMITTAL STATUS AND RETURN BY WCH


A copy of submittal(s)
requiring review will be returned by WCH with status (code) marked as follows
using Supplier Document Status Stamp (see sample shown):


1.               Work may proceed.


2.               Submit
final submittal.  Work may proceed.


3.               Revise
and resubmit.  Work may proceed subject
to resolution of indicated comments.


4.               Revise
and resubmit.  Work may not proceed.


5.               Permission
to proceed not required.


Permission to proceed
does not constitute acceptance or approval of design details, calculations,
analyses, test methods, or materials developed or selected by the
subcontractor/supplier, and does not relieve subcontractor/supplier from full
compliance with contractual obligations or release any “holds” placed on the
contract.


Work shall not proceed
until submittals requiring prior review (see SSRS) have been returned by WCH
with a Code 1, 2, 3, or 5 notation. 
Subcontractor shall incorporate changes as required by comments on
submittals and resubmit corrected submittals for review.  Submittals that have been given a Code 1
notation by WCH shall not be changed without notification to WCH.  If changes are required, affected submittals
shall be resubmitted to WCH for review.


	
  

  	
  WASHINGTON
  CLOSURE HANFORD

  	
  JOB NO. 14655

  
	
  SUBCONTRACTOR/SUPPLIER DOCUMENT STATUS STAMP

  
	
  1 o
  Work may proceed.

  2 o
  Submit final document.  Work may
  proceed.

  3 o
  Revise and resubmit.  Work may proceed
  subject to resolution of indicated comments.

  4 o
  Revise and resubmit.  Work may not
  proceed.

  5 o
  Permission to proceed not required.

  
	
   

  



 


Permission to proceed does not constitute acceptance or approval of
design details, calculations, analyses, test methods, or materials developed or
selected by the subcontractor/supplier, and does not relieve subcontractor/supplier
from full compliance with contractual obligations or release any “holds” placed
on the contract.


 


	
  

  	
   

  	
  DESIGN ENGINEERING

  	
   

  
	
   

  	
   

  	
  C/S/A

  	
   

  	
  ELE.

  	
   

  	
  MECH

  	
   

  	
  CHEMICAL/

  PROCESS

  	
   

  	
  CONTROL

  SYSTEMS

  	
   

  	
  GEO-TECH

  	
   

  	
  D&D/S&M

  	
   

  	
  NUCLEAR

  SAFETY

  	
   

  
	
  CHECK REVIEW
  REQUIREMENT

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REVIEWED BY

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  

  	
   

  	
  ENV. ENGR

  	
   

  	
  SAFETY AND

  HEALTH

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ENV. COMPL

  	
   

  	
  WASTE MANAG

  	
   

  	
  SAFETY

  ENGINEER

  	
   

  	
  FIRE

  PROTECTION

  	
   

  	
  FIELD SUPPORT

  	
   

  	
  CADD

  	
   

  	
  QA

  	
   

  	
  OTHERS

  	
   

  
	
  CHECK REVIEW REQUIREMENT

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REVIEWED BY

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  BY

  	
   

  	
   

  	
  DATE 

  	
   

  	
   

  
	
   

  
	
  DOCUMENT ID
  NUMBER

  
	
   

  	
   

  	
  -

  	
   

  	
  -

  	
   

  
	
   

  	
   SC/P.O. No.

  	
   

  	
   SSRS ITEM

  	
   

  	
   SUBMITTAL

  
										



 



 4














Exhibit “I”
(Attachment A)

Subcontractor Submittal Requirements Summary


	
  Submittal Schedule

  	
   

  	
  Submittal Type Required

  	
   

  	
  Distribution Designation

  
	
  F

  	
   

  	
  Prior to Fabrication

  	
   

  	
  O

  	
   

  	
  Original

  	
   

  	
  SC

  	
   

  	
  Submittal to Coordinator

  
	
  S

  	
   

  	
  Prior to Shipment

  	
   

  	
  P

  	
   

  	
  Prints/Photocopies

  	
   

  	
  SA

  	
   

  	
  Subcontract Administrator

  
	
  B

  	
   

  	
  Prior to Balance of Payment

  	
   

  	
  T

  	
   

  	
  Transparencies

  	
   

  	
  SS

  	
   

  	
  Site Superintendent

  
	
  A

  	
   

  	
  Per S/C Schedule

  	
   

  	
  MF

  	
   

  	
  Microfilm

  	
   

  	
  DE

  	
   

  	
  Design Engineering

  
	
  M

  	
   

  	
  Prior to Mobilization

  	
   

  	
  PH

  	
   

  	
  Photographs

  	
   

  	
  EE

  	
   

  	
  Env. Engineering

  
	
  W

  	
   

  	
  Prior to Commencing Work

  	
   

  	
  FD

  	
   

  	
  Floppy Disk

  	
   

  	
  FS

  	
   

  	
  Field Support

  
	
  U

  	
   

  	
  Prior to Use

  	
   

  	
  SM

  	
   

  	
  Sample

  	
   

  	
  SH

  	
   

  	
  Safety & Health

  
	
  X

  	
   

  	
  Prior to Purchase

  	
   

  	
  (2)

  	
   

  	
  A number indicates quantity of copies

  	
   

  	
  PR

  	
   

  	
  Procurement

  
	
  Y

  	
   

  	
  Prior to Progress Payment for Each Specific Task

  	
   

  	
  Q

  	
   

  	
   

  	
   

  	
  EC

  	
   

  	
  Environmental Compliance

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DM

  	
   

  	
  Data Management

  
	
  Z

  	
   

  	
  As Required

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  QA

  	
   

  	
  Quality Assurance (Managed by QS and/or ARQP)

  
	
  14

  	
   

  	
  Number Indicates Calendar Days After Award

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  FP

  WM

  	
   

  	
  Fire Protection Engineer

  Waste Management

  
	
  C

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  RC

  	
   

  	
  Radiation Control

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  AA

  	
   

  	
  Human Resources

  



 


Notices


1. To each item
submitted, attach a copy of this form and circle the title of the item being
submitted.


2. Failure to
submit required submittals as delineated on this form may result in withholding
of payment in accordance with provisions of the subcontract.


	
   

  	
   

  	
  Clause, *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Specification,

  	
   

  	
  Subcontractor

  	
   

  	
  Submittal Codes

  	
   

  	
  FOR WCH USE ONLY

  	
   

  
	
  Item No./

  	
   

  	
  or Scope of Work

  	
   

  	
  Send

  	
   

  	
   

  	
   

  	
  (No.)

  	
   

  	
  Send
  to/for

  	
   

  
	
  Submittal Title

  	
   

  	
  Paragraph

  	
   

  	
  Submittal
  to

  	
   

  	
  Schedule

  	
   

  	
  and Type

  	
   

  	
  Review

  	
   

  	
  Info

  	
   

  
	
  1-00 

  	
  FIELD SUPPORT

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1-01

  	
  Authorized Representative

  	
   

  	
  Exhibit “A,” GC-03

  	
   

  	
  SA

  	
   

  	
  M

  	
   

  	
  O

  	
   

  	
  PR

  	
   

  	
  SH

  	
   

  
	
  1-02

  	
  Subcontract
  Interpretation

  	
   

  	
  Exhibit “A,” GC-05

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  PR

  	
   

  	
  SH

  	
   

  
	
  1-03

  	
  Effect of New or Changed
  Laws, Ordinances, etc.

  	
   

  	
  Exhibit “A,” GC-08

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  SH

  	
   

  	
  PR

  	
   

  
	
  1-04

  	
  Schedules

  	
   

  	
  Exhibit “B,” SC-05

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  SH

  	
   

  	
  PR

  	
   

  
	
  1-05

  	
  Progress Reporting

  	
   

  	
  Exhibit “B,” SC-06

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  SH

  	
   

  	
  PR

  	
   

  
	
  1-06

  	
  Notice of Completion

  	
   

  	
  Exhibit “A,” GC-23

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  SH

  	
   

  	
  PR

  	
   

  
	
  1.07

  	
  Any Deliverables
  Required by the Scope of Work (i.e. plans, procedures, programs, surveys,
  reports, etc.)

  	
   

  	
  Exhibit “D” 
  All

  	
   

  	
  SH

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  SH

  	
   

  	
  PR

  	
   

  
	
  2-00

  	
  SAFETY & HEALTH

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2-01

  	
  Workplace Substance
  Abuse Program

  	
   

  	
  Exhibit
  “A,” GC-30.1

  	
   

  	
  SA

  	
   

  	
  30

  	
   

  	
  P

  	
   

  	
  SH

  	
   

  	
  PR

  	
   

  
	
  4-00

  	
  PROCUREMENT

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dispute
  Notification

  	
   

  	
  Exhibit
  “A,” GC-31

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  PR

  	
   

  	
  SH

  	
   

  
	
  4-01

  	
  75% of Total Amounts
  Allocated

  	
   

  	
  Exhibit
  “B,” SC-24

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  P

  	
   

  	
  PR

  	
   

  	
  SH

  	
   

  
	
  4-02

  	
  Invoice for Payment

  	
   

  	
  Exhibit
  “A,” GC-30.13

  Exhibit “B,” SC-7

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  SH(1)

  	
   

  	
  PC(3)

  	
   

  
	
  4-03

  	
  75% of Subcontract

  	
   

  	
  Exhibit
  “B,” SC-24

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  SH

  	
   

  	
  PR

  	
   

  
	
  4-04

  	
  Assignment and
  Subcontracts

  	
   

  	
  Exhibit
  “A,” GC-20

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  PR

  	
   

  	
  SH

  	
   

  
	
  4-05

  	
  Request for Equitable
  Adjustment (Changes)

  	
   

  	
  Exhibit
  “A,” GC-15

  	
   

  	
  PR

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  SS

  	
   

  	
  DE

  	
   

  
	
  4-06

  	
  Request for Equitable
  Adjustment (Stop Work)

  	
   

  	
  Exhibit
  “A,” GC-30.13

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  SH

  	
   

  	
  PR

  	
   

  
	
  4-07

  	
  Payment for Defect under
  Warranty

  	
   

  	
  Exhibit
  “A,” GC-17

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  SH

  	
   

  	
  PR

  	
   

  
	
  4-08

  	
  Request for Equitable
  Adjustment (Termination For Convenience)

  	
   

  	
  Exhibit
  “A,” GC-22

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  SH

  	
   

  	
  PR

  	
   

  
	
  4-09

  	
  Publicity and
  Advertising Notice

  	
   

  	
  Exhibit
  “A” GC-13

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  SH

  	
   

  	
  PR

  	
   

  
	
  4-10

  	
  Notice of Labor Disputes

  	
   

  	
  Exhibit
  “A” GC-30.1

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  SH

  	
   

  	
  PR

  	
   

  
	
  4-11

  	
  Request for
  Determination of Inapplicability of Buy American Act

  	
   

  	
  Exhibit
  “A” GC-30.1

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  PR

  	
   

  	
  SH

  	
   

  
	
  4-12

  	
  Bankruptcy Notice

  	
   

  	
  Exhibit
  “A” GC-30.1

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  PR

  	
   

  	
  SH

  	
   

  
	
  4-13

  	
  Printing Notice

  	
   

  	
  Exhibit
  “A” GC-30.1

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  PR

  	
   

  	
  SH

  	
   

  
	
  4-14

  	
  Acquisition of Real
  Property

  	
   

  	
  Exhibit
  “A” GC-30.1

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  PR

  	
   

  	
  SH

  	
   

  
	
  4-15

  	
  Toxic Chemical Release
  Inventory Form

  	
   

  	
  Exhibit
  “A” GC-30.7

  	
   

  	
  SA

  	
   

  	
  A

  	
   

  	
  O

  	
   

  	
  SH

  	
   

  	
  PR

  	
   

  
	
  4-16

  	
  Notice Regarding Patent
  or Copyright Infringement

  	
   

  	
  Exhibit
  “A” GC-30.7

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  PR

  	
   

  	
  SH

  	
   

  
	
  4-17

  	
  Notice of Ownership
  Changes

  	
   

  	
  Exhibit
  “A” GC-30.9

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  PR

  	
   

  	
  SH

  	
   

  
																			



 


	
  

  	
   

  	
  Project Number

  14655

  	
   

  	
  Project Name

  RIVER CORRIDOR

  CLOSURE CONTRACT

  	
   

  	
  SSRS

  Number
 0000X-SC-G0547

  	
   

  	
  Date: 07/24/06

  	
   

  	
  SSRS

  Rev.
 2

  



 






*The indicated Exhibits and the paragraphed numbers are only examples.
The originator shall verify all Exhibit clause numbers as they may be different
for each subcontract.


**Originator shall verify  “A”
and “B” clause numbers as they may change for each subcontract.



 A-1
 








 


	
  Submittal Schedule

  	
   

  	
  Submittal Type Required

  	
   

  	
  Distribution Designation

  
	
  F

  	
   

  	
  Prior to Fabrication

  	
   

  	
  O

  	
   

  	
  Original

  	
   

  	
  SC

  	
   

  	
  Submittal to Coordinator

  
	
  S

  	
   

  	
  Prior to Shipment

  	
   

  	
  P

  	
   

  	
  Prints/Photocopies

  	
   

  	
  SA

  	
   

  	
  Subcontract Administrator

  
	
  B

  	
   

  	
  Prior to Balance of Payment

  	
   

  	
  T

  	
   

  	
  Transparencies

  	
   

  	
  SS

  	
   

  	
  Site Superintendent

  
	
  A

  	
   

  	
  Per S/C Schedule

  	
   

  	
  MF

  	
   

  	
  Microfilm

  	
   

  	
  DE

  	
   

  	
  Design Engineering

  
	
  M

  	
   

  	
  Prior to Mobilization

  	
   

  	
  PH

  	
   

  	
  Photographs

  	
   

  	
  EE

  	
   

  	
  Env. Engineering

  
	
  W

  	
   

  	
  Prior to Commencing Work

  	
   

  	
  FD

  	
   

  	
  Floppy Disk

  	
   

  	
  FS

  	
   

  	
  Field Support

  
	
  U

  	
   

  	
  Prior to Use

  	
   

  	
  SM

  	
   

  	
  Sample

  	
   

  	
  SH

  	
   

  	
  Safety & Health

  
	
  X

  	
   

  	
  Prior to Purchase

  	
   

  	
  (2)

  	
   

  	
  A number indicates quantity of copies

  	
   

  	
  PR

  	
   

  	
  Procurement

  
	
  Y

  	
   

  	
  Prior to Progress Payment for Each Specific Task

  	
   

  	
  Q

  	
   

  	
   

  	
   

  	
  EC

  	
   

  	
  Environmental Compliance

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DM

  	
   

  	
  Data Management

  
	
  Z

  	
   

  	
  As Required

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  QA

  	
   

  	
  Quality Assurance (Managed by QS and/or ARQP)

  
	
  14

  	
   

  	
  Number Indicates Calendar Days After Award

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  FP WM

  	
   

  	
  Fire Protection Engineer

  Waste Management

  
	
  C

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  RC

  	
   

  	
  Radiation Control

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  AA

  	
   

  	
  Human Resources

  



 


Notices


1. To each item
submitted, attach a copy of this form and circle the title of the item being
submitted.


2. Failure to
submit required submittals as delineated on this form may result in withholding
of payment in accordance with provisions of the subcontract.


	
   

  	
   

  	
  Clause, *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Specification,

  	
   

  	
  Subcontractor

  	
   

  	
  Submittal Codes

  	
   

  	
  FOR WCH USE ONLY

  	
   

  
	
  Item No./

  	
   

  	
  or Scope of Work

  	
   

  	
  Send

  	
   

  	
   

  	
   

  	
  (No.)

  	
   

  	
  Send
  to/for

  	
   

  
	
  Submittal Title

  	
   

  	
  Paragraph

  	
   

  	
  Submittal
  to

  	
   

  	
  Schedule

  	
   

  	
  and Type

  	
   

  	
  Review

  	
   

  	
  Info

  	
   

  
	
  4-18

  	
  Government Property-
  Suitable for Use Notice

  	
   

  	
  Exhibit
  “D” Para. 4.0

  Exhibit “A” GC-30.11

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  SH

  	
   

  	
  PR

  	
   

  
	
  4-19

  	
  Disclosure Consent

  	
   

  	
  Exhibit
  “B” SC-8

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  SH

  	
   

  	
  PR

  	
   

  
	
  4-20

  	
  Technical Requirements
  Disagreement Notice

  	
   

  	
  Exhibit
  “B” SC-12

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  SH

  	
   

  	
  PR

  	
   

  
	
  4-21

  	
  Key Personnel Change

  	
   

  	
  Exhibit
  “B” SC-23

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  SH

  	
   

  	
  PR

  	
   

  
	
  5-00

  	
  ENGINEERING

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5-01

  	
  Transfer of Data, Plans,
  Specifications, etc. (Termination for Default or Convenience)

  	
   

  	
  Exhibit
  “A,” GC-22

  	
   

  	
  SA

  	
   

  	
  Z

  	
   

  	
  O

  	
   

  	
  SH

  	
   

  	
  PR

  	
   

  
	
  6-00

  	
  HUMAN RESOURCES

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6-01

  	
  Compensation Plan

  	
   

  	
  Exhibit “D” Para 13.d

  	
   

  	
  AA

  	
   

  	
  30

  	
   

  	
  O

  	
   

  	
  AA

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
																					



 


	
  

  	
   

  	
  Project Number

  14655

  	
   

  	
  Project Name

  RIVER CORRIDOR

  CLOSURE CONTRACT

  	
   

  	
  SSRS

  Number
 0000X-SC-G0547

  	
   

  	
  Date:
 07/24/06

  	
   

  	
  SSRS

  Rev.
 2

  



 


DE01602.05 (08/27/2005)






*The indicated Exhibits and the paragraphed numbers are only examples.
The originator shall verify all Exhibit clause numbers as they may be different
for each subcontract.


**Originator shall verify  “A”
and “B” clause numbers as they may change for each subcontract



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