WASHINGTON CLOSURE HANFORD, LLC TECHNICAL SERVICES SUBCONTRACT AGREEMENT FORM

 

HANFORD RIVER CORRIDOR CLOSURE PROJECT

SUBCONTRACT NO. 0000X-SC-G0547

EXHIBIT “A”

GENERAL CONDITIONS

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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

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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:

	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,

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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.

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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

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·                                            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.

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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.

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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)

 

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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