WASHINGTON CLOSURE HANFORD, LLC TECHNICAL SERVICES SUBCONTRACT AGREEMENT FORM

Independent Contractor Agreement

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GLENROSE INSTRUMENTS INC. | WASHINGTON CLOSURE HANFORD, LLC

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Title: WASHINGTON CLOSURE HANFORD, LLC TECHNICAL SERVICES SUBCONTRACT AGREEMENT FORM
Governing Law: Delaware Date: 4/13/2007

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EXHIBIT 10

EXHIBIT 10.8

Agreement between Washington
Closure Hanford, LLC and
Eberline Services Hanford, Inc.

WASHINGTON CLOSURE HANFORD, LLC

TECHNICAL SERVICES SUBCONTRACT AGREEMENT FORM

SUBCONTRACTOR:	Eberline Services Hanford, Inc.	SUBCONTRACT NO: 0000X-SC-G0547
ADDRESS:	3200 George Washington Way	EFFECTIVE DATE:	October 1, 2005
	Richland, WA 99354	COMPLETION DATE: September 30, 2007

CONTACT: Charles L. Hellier		WORK LOCATION: Hanford, WA

TELEPHONE: (509) 371-1506		ISSUING OFFICE: WCH, LLC
FAX: (509) 371-1415

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

SUBCONTRACT AGREEMENT, Rev 3		dated	3/07/07
EXHIBIT A	General Conditions, Rev 2	dated	6/27/06
EXHIBIT B	Special Conditions, Rev 2	dated	3/07/07
EXHIBIT C	Schedule of Quantities and Prices, Rev 4	dated	2/8/07
EXHIBIT D	Scope of Work, Rev 1	dated	3/07/07
EXHIBIT E	Reserved (For Technical Specs see Exhibit D)
EXHIBIT F	Reserved (For Drawings and Data see Exhibit D)
EXHIBIT G	Reserved (Safety and Health Requirements –
	Using WCH’s plans, procedures, etc.)
EXHIBIT H	Reserved (Site Stabilization Agreement – NA)
EXHIBIT I	Submittal Requirements, Rev 2	dated	7/24/06
EXHIBIT J	Reserved (Environmental and Waste Management
	Requirements – Using WCH’s plans, procedures, etc.)

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

2. COMPENSATION: As full consideration for the satisfactory performance by the SUBCONTRACTOR of this Agreement, Contractor shall pay to the SUBCONTRACTOR compensation in accordance with the Exhibit “C” and in accordance with the payment provisions of this Subcontract.

Contractor: *Washington Closure Hanford, LLC*		Subcontractor: *Eberline Services Hanford, Inc.*

By:	Dennis H. Houston	By:	Charles L. Hellier
	(print or type)	(print or type)

Signature:		Signature:
Title: Procurement and Property Manager		Title: President/ ESHI

HANFORD RIVER CORRIDOR CLOSURE PROJECT

SUBCONTRACT NO. 0000X-SC-G0547

EXHIBIT “A”

GENERAL CONDITIONS

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

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

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