EXHIBIT 10.8
Agreement between
Washington
Closure Hanford, LLC and
Eberline Services Hanford, Inc.
WASHINGTON CLOSURE HANFORD,
LLC
TECHNICAL SERVICES SUBCONTRACT
AGREEMENT FORM
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SUBCONTRACTOR:
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Eberline Services Hanford, Inc.
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SUBCONTRACT NO: 0000X-SC-G0547
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ADDRESS:
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3200 George Washington Way
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EFFECTIVE DATE:
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October 1, 2005
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Richland, WA 99354
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COMPLETION DATE: September 30, 2007
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CONTACT: Charles L. Hellier
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WORK LOCATION: Hanford, WA
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TELEPHONE: (509) 371-1506
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ISSUING OFFICE: WCH, LLC
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FAX: (509) 371-1415
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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:
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SUBCONTRACT AGREEMENT, Rev 3
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dated
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3/07/07
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EXHIBIT A
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General Conditions, Rev 2
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dated
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6/27/06
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EXHIBIT B
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Special Conditions, Rev 2
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dated
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3/07/07
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EXHIBIT C
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Schedule of Quantities and Prices, Rev
4
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dated
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2/8/07
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EXHIBIT D
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Scope of Work, Rev 1
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dated
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3/07/07
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EXHIBIT E
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Reserved (For Technical Specs see Exhibit
D)
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EXHIBIT F
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Reserved (For Drawings and Data see Exhibit
D)
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EXHIBIT G
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Reserved (Safety and Health Requirements
–
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Using WCH’s plans, procedures,
etc.)
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EXHIBIT H
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Reserved (Site Stabilization Agreement –
NA)
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EXHIBIT I
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Submittal Requirements, Rev 2
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dated
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7/24/06
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EXHIBIT J
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Reserved (Environmental and Waste
Management
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Requirements – Using WCH’s plans,
procedures, etc.)
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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.
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Contractor: Washington Closure
Hanford, LLC
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Subcontractor: Eberline Services
Hanford, Inc.
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By:
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Dennis H. Houston
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By:
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Charles L. Hellier
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(print or type)
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(print or type)
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Signature:
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Signature:
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Title: Procurement and Property
Manager
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Title: President/ ESHI
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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
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GC
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Title
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Page No.
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1
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ENTIRE AGREEMENT
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3
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2
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INDEPENDENT CONTRACTOR
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3
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3
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AUTHORIZED REPRESENTATIVES
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3
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4
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NOTICES
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3
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5
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CONTRACT INTERPRETATION
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3
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6
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ORDER OF PRECEDENCE
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4
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7
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STANDARDS AND CODES
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4
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8
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LAWS AND REGULATIONS
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4
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9
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PERMITS
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4
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10
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TAXES
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5
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11
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LABOR, PERSONNEL AND WORK RULES
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5
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12
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SAFETY AND SECURITY
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5
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13
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PUBLICITY AND ADVERTISING
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5
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14
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INSPECTION, QUALITY SURVEILLANCE, REJECTION OF
MATERIALS AND WORKMANSHIP
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5
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15
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CHANGES
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6
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16
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RESERVED
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6
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17
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WARRANTY
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6
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18
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INDEMNITY
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6
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19
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PATENT AND COPYRIGHT INDEMNITY
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7
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20
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ASSIGNMENTS AND SUBCONTRACTS
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7
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21
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RESERVED
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8
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22
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TERMINATION
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8
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23
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FINAL INSPECTION AND ACCEPTANCE
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8
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24
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NON-WAIVER
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8
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25
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SURVIVAL
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9
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26
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HOLD HARMLESS
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9
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27
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RESERVED
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9
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28
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ENVIRONMENTAL PROTECTION
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9
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29
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EMERGENCY CLAUSE
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10
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30
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GOVERNMENT FLOWDOWNS
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11
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31
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DISPUTES
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15
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2
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
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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:
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1.
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Subcontract Change Notices and Amendments, if
any
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2.
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Subcontract Agreement Form
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3.
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Exhibit “H” – Reserved (Site
Stabilization Agreement – NA)
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4.
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Exhibit “C” - Quantities, Prices and
Data
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5.
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Exhibit “B” - Special
Conditions
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6.
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Exhibit “A” - General
Conditions
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7.
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Exhibit “G” – Reserved
(Subcontractor Safety and Health Requirements – Using
WCH’s plans, procedures, etc.)
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8.
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Exhibit “J” – Reserved
(Subcontractor Environmental and Waste Management Requirements
– Using WCH’s plans, procedures, etc.)
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9.
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Exhibit “D” - Scope of
Work
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10.
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Exhibit “F” –
Reserved
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11.
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Exhibit “E” –
Reserved
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12.
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Exhibit “I” - Subcontractor
Submittal Requirements Summary
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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,
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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
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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
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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.
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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 ot