PRESOL | V | Transportation and disposal of Polychlorinated Biphenyl Waste

FBO DAILY ISSUE OF NOVEMBER 20, 2009 FBO #2918
SOLICITATION NOTICE

V -- Transportation and disposal of Polychlorinated Biphenyl Waste

Notice Date: 11/18/2009
Notice Type: Combined Synopsis/Solicitation
NAICS: 562998 — All Other Miscellaneous Waste Management Services
Contracting Office: Department of Energy, Stoller Navarro Joint Venture, Stoller Navarro Joint Venture, 7710 West Cheyenne Ave, Las Vegas, Nevada, 89129
ZIP Code: 89129
Solicitation Number: NI10R0026
Archive Date: 12/18/2009
Point of Contact: Chris R Calabrese, Phone: 702-295-2405, Venus Blumenstein, Phone: 702-295-1629
E-Mail Address: chris.calabrese@nv.doe.gov, Venus.Blumenstein@nv.doe.gov
(chris.calabrese@nv.doe.gov, Venus.Blumenstein@nv.doe.gov)
Small Business Set-Aside: N/A
Description: SECTION C STATEMENT OF WORK Request for Proposal No. NI10R0026 TRANSPORTATION AND DISPOSAL OF POLYCHLORINATED BIPHENYL (PCB) WASTE Revision 0 November 4, 2009 1. PURPOSE: Navarro Nevada Environmental Services, LLC (hereinafter known as the "Contractor" or "NNES") located in Las Vegas NV under Prime Contract DE-AC52-09NA28091 to the U.S. Department of Energy (DOE), National Nuclear Security Administration Nevada Site Office (NNSA/NSO) plans to award a subcontract for transportation and disposal of Bulk PCB Remediation Waste to an EPA/State Permitted Disposal Facility, or other location approved by NNES. All services necessary for transportation and disposal which includes trained and qualified personnel, equipment, tools, materials, supervision and other items necessary to accomplish the SOW. Transportation and disposal shall be in accordance with the Department of Transportation and theToxic Substance Control Act (TSCA). Jobsite is the Nevada Test Site (NTS), Mercury, Nevada, and Area 6 within the NTS which is approximately 23 miles north of Mercury. The term "Subcontractor" shall refer to the successful proposer providing the requirements contained in this SOW. 2. SCOPE: This request for proposal is for Commercial Transportation and Disposal services within the continental United States. NNES is acting on behalf of the DOE NNSA/NSO. Offeror must be approved by the Department of Transportation under the Motor Carrier Evaluation Program and must not be listed on the current carrier watch list under that program. The successful offeror must be operating as an EPA/State Permitted TSCA (PCB) disposal facility. Waste that requires transportation and disposal under this SOW: • Bulk PCB Remediation Waste - Bulk PCB remediation waste includes but is not limited to the following non-liquid PCB remediation waste: soil, sediments, dredged materials, muds, PCB sewage sludge and industrial sludge. For purposes of this SOW, "waste" refers to PCB contaminated soil and debris. The Subcontractor is required to provide appropriate vehicles, bulk top-loading DOT-approved containers, all equipment, including fuel, placards, strapping, tie-downs, blocking, bracing, liners (if needed) and qualified drivers capable of transporting the waste described above to/from the Nevada Test Site (NTS), Mercury, Nevada 89023, and Area 6 within NTS 89023. Subcontractor will be required to provide bulk top-loading waste containers and the bulk waste is to be disposed at the Subcontractor's treatment, storage, and disposal facility (TSDF). If the Subcontractor has to purchase special containers, a minimum of 14-days advance notice shall be given to the Contractor. The Subcontractor shall transport waste in accordance with all applicable requirements and implementing regulations. The transportation of waste qualifying as Hazardous Material under 49 CFR must be in accordance with the Federal Motor Carrier Safety Regulations and the Hazardous Materials Regulations. Disposal of all wastes must be in accordance with all applicable permit requirements and implementing regulations. When transporting NNES waste, the Subcontractor shall carry the latest published version of North American Emergency Response Guide as required by the U. S. Department of Transportation (DOT) inside their vehicles at all times. When waste is being transported, a spill kit is required to be on the vehicle at all times. The Subcontractor shall be liable for the waste at point of origin when loaded on its vehicles, during transportation, and maintain ownership until waste is unloaded at the designated TSDF. Upon acceptance of the waste for transport, the Subcontractor shall assume all financial liability for fines and penalties, losses and damages associated with mismanagement (negligent or otherwise) of the waste or conveyance. The Subcontractor is required to provide transportation services to/from the following known locations: • Area 6 of the NTS (Approximately 23 miles north of Mercury) • Designated waste disposal facility. Subcontractor's conveyance shall be used solely for transportation of NNES waste; any exception must be authorized in writing by the NNES Subcontractor Technical Representative (STR). Subcontractor shall not accept or transport another consignor's cargo when transporting NNES waste. Waste shall be transported directly to its destination in full compliance with DOT regulations without delay or transfer. Subcontractor's conveyance (tractor, trailer, box truck, flatbed, top-load containers, etc.) shall be free of defects and radiological contamination. NNES will conduct a radiological survey of the conveyance(s) prior to loading at the NTS. NNES maintains the right to inspect and reject any containers not meeting DOT standards. Any rejected containers shall be replaced with useable containers at the Subcontractor's expense within seven-business days. Subcontractor shall assume surveying, loading, marking/labeling, etc. on the day of the shipment to be one full working day. Subcontractor shall provide hourly/daily standby rates in the event of cancellations or other unforeseen delays that may occur within 24 hours of a scheduled pick-up. Pending final payment, subcontractor shall provide NNES a Certificate of Disposal within 30 days of disposal. Subcontractor shall note that TSDF unloading operations are at the sole discretion of the receiving facility. NNES does not have any special arrangements with receiving facilities for priority loading/off-loading. Contractor shall be responsible for any demurrage costs resulting from delays associated with loading/off-loading operations at the TSDF. 3. DOCUMENTATION AND PERMITS: The Subcontractor shall possess the required authorities, insurance, license, permits, and/or registrations, including all fees and taxes for the waste to be properly transported and disposed. The Subcontractor shall provide written certification that there is no administrative action, or license, permit, authority, and/or registration revocation proceeding pending. The Subcontractor shall have a DOT Motor Carrier Safety Rating of satisfactory, and have an "acceptable" rating through the DOE Motor Carrier Evaluation Program. Subcontractor shall ensure that its TSDFs have all applicable permits and are compliant with all applicable laws and regulations and shall allow NNES to perform a due diligence/compliance assessment at NNES' request. 4. HEALTH, SAFETY AND SECURITY REQUIREMENTS: The health and safety of personnel during this project is the primary concern of NNES; therefore, the Subcontractor shall comply with all applicable Health and Safety, Federal, and State Regulations. Subcontractor shall provide a copy of their Health and Safety Program to NNES with submittal of proposal. Drivers will be required to show proof of current license, training and medical clearance. HAZMAT training shall be in accordance with 49 CFR Part 172, Subpart H and 49 CFR, Part 177. TSDF employee training will be in accordance with 40 CFR 264 and other requirements specified in the TSDF Permit. Transportation security requirements are identified in 49 CFR, Part 172, and Subpart I. Offeror shall provide a copy of their Transportation Security Plan with submittal of proposal. NNES may have additional security requirements to be added to the Subcontractor's Plan or NNES's plan shall be provided to the Offeror to be used by the drivers. Subcontractor's drivers must be United States citizens and capable of obtaining a visitor badge for access to the NTS. Standard Level D Personal Protective Equipment (PPE) is required and shall be provided by the Subcontractor when on site (steel-toed shoes, hard hat, and safety glasses). 5. REGULATORY REQUIREMENTS: The Subcontractor shall provide copies to the NNES STR, within 15-days of receipt, of any and all Environmental Protection Agency (EPA), Department of Transportation (DOT), Nuclear Regulatory Commission, Occupational Safety and Health Administration (OSHA), and any corresponding State agencies or other governmental agency notices of a violation or other enforcement actions received by the Subcontractor that are related to the waste management services provided herein. The Subcontractor shall also provide written documentation of responses to the violations or enforcement actions and full detail of all proposed and actual resolutions. This requirement shall apply through final disposition of the issue/violation. In the case of an accident, a spill or release of any substance or waste into the environment, the Subcontractor or its agent shall immediately report the incident to the NNES STR. The liability for the spill or release of such substance or waste rests solely with the Subcontractor. A written follow-up report shall be submitted to the STR no later than 24 hours after the initial telephone report. The written report shall be in narrative form and as a minimum include the following: • Description of item spilled (including identity, quantity, manifest number, etc). • Whether amount spilled is EPA/state reportable, and if so, whether it was reported. • Exact time and location of spill including a description of the area involved. • Containment procedures initiated. • Summary of any communications Subcontractor has with press or Government officials other than the STR. • Description of clean up procedures employed or to be employed at the site including disposal location of spill residue. Contractor will comply with the waste acceptance requirements for the PCB contaminated soil to be disposed at the Subcontractor's TSDF, and will prepare the required profiles or other paperwork as required by the Subcontractor's procedures. 6. PRICING: The unit price agreed upon for this subcontract shall include all costs of transportation, licenses, permits, fees, fuel (equitable adjustments may be made for fuel surcharges) and disposal of the PCB contaminated soil. Contractor reserves the right to award all or any portion of the scope described in this Statement of Work. Award of subcontract does not guarantee the work will be executed. Provide hourly/daily standby rates in the event of cancellations or other unforeseen delays that may occur within 24 hours of a scheduled pick-up. 7. SITE SPECIFIC: This Request for Proposal is for Commercial Transportation and Disposal services within the continental United States. Offeror must be approved by the Department of Transportation under the Motor Carrier Evaluation Program and not on the current carrier watch list under that program, and must be operating as an EPA/State Permitted TSCA (PCB) disposal facility. Waste that requires transportation and disposal under this SOW consist of the following: • Bulk PCB Remediation Waste - Bulk PCB remediation waste includes but is not limited to the following non-liquid PCB remediation waste: soil, sediments, dredged materials, muds, PCB sewage sludge and industrial sludge. • The PCB contaminated soil contains a level of PCBs ranging between 50 and 210 parts per million (ppm); NNES will require the Subcontractor to compliantly transport and dispose of, at a minimum, approximately 150 cubic yards and possibly a maximum of 250 cubic yards of Bulk PCB Remediation Waste and minor amounts of concrete/debris. • Waste shall be top-loaded into bulk containers (suggest inter-modals) provided by Subcontractor. • Containers may be lined by Subcontractor if PCB contamination of the bulk containers is an issue. • NNES prefers to have at least half of the top-loading bulk containers delivered to NTS and picked up approximately one week after initial delivery. • Remaining portion of the top-loading bulk containers shall be delivered to NNES as the filled containers are being loaded for transport and disposal. • The remaining portion of the filled top-loading bulk containers shall be loaded and transported for disposal by Subcontractor approximately one week after delivery, as determined by NNES. Contractor will: • Package PCB remediation waste; • Prepare containers in accordance with DOT marking and labeling requirements; • Provide shipping papers (Uniform Hazardous Waste Manifest); • Provide the Subcontractor with a 24-hour Emergency Response phone number on provided shipping documents. 8. PERIOD OF PERFORMANCE: Period of Performance shall be determined at time of award (To Be Determined) through September 30, 2010. NNES anticipates award of a subcontract to transport/dispose of 150 to 250 cubic yards of bulk PCB remediation waste: soil containing a level of PCB>50 parts per million. Work to be completed by January 31, 2010. 9. SUBMITTALS: Items to be submitted with offeror's RFP: Certificate of no administrative action, or license, permit, authority and/or registration revocation proceeding pending. DOT Motor Carrier Safety Rating of Satisfactory. DOE Motor Carrier Evaluation Program Rating of Acceptable. Driver's training and medical clearance (CDL License). HAZMAT transportation training - 49 CFR, Part 172 Subpart H and 49 CFR, Part 177. Health and Safety Program Transportation Security Plan - 49 CFR, Part 172, Subpart I. Drivers must be US Citizens. Violations - from EPA, DOT, NRC, OSHA and any corresponding State agency, or other enforcements pertaining to waste management services. Items that may be reviewed during audit and prior to award include but are not limited to: Health & Safety Program Environmental Compliance Program Transportation Program TSDF and Transportation training Performance history After Award: Certificate of Disposal - within 30 days of disposal.SUBJECT: Request for Proposal No. RI10R0026 Navarro Nevada Environmental Services, LLC (NNES) in the performance of Prime Contract No. DE-AC52-09NA28091 with the Department of Energy (DOE), National Nuclear Security Administration/Nevada Site Office (NNSA/NSO), requests your proposal for transportation and disposal of PCB Waste in accordance with the proposal documents listed below: Section B Pricing Schedule Section C Statement of Work Section G Subcontract Administration Data Section H Special Provisions & Additional Contract Clauses Section I General Provisions Contract Clauses Section J List of Attachments Section K Representations and Certifications Section L Instructions, Conditions & Notices to Offerors Section M Evaluation for Award All questions pertaining to this RFP must be submitted electronically to chris.calabrese@nv.doe.gov and reference Request for Proposal No. RI10R0026 number on the subject line. Award of Subcontract: NNES contemplates award of a fixed-unit rate subcontract in accordance with the requirements and conditions set forth or incorporated by reference in this RFP. Contractor will award a subcontract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Contractor price and other factors considered. Proposals for other than the work defined herein may be considered non-responsive and may be rejected. Award may not be made to any offeror that has not been responsive to all instructions, certifications and representations indicated in this solicitation. Period of Performance: It is anticipated that NNES will give Notice to proceed the week of December 14, 2009 and a start date of approximately December 21, 2009. The offeror's rates shall remain firm and fixed through September 30, 2010 and will not be subject to escalation for any cause with the exception of the Fuel Surcharge. Offeror's pricing shall be its lowest commercial pricing for similar work and quantities. NNES is authorized to use GSA pricing, if such is available. Submission of Offers: Please submit your proposal in accordance with the enclosed Instructions to Offerors and related RFP documents on/or before December 3, 2009, 4:00 pm, PDT. Partial or incomplete proposals may not be considered and proposals submitted will not be returned to the Offeror. Proposals may be sent electronically to: chris.calabrese@nv.doe.gov One original hard copy of your proposal if sent via mail or Federal Express shall be addressed as follows: Navarro Nevada Environmental Services, LLC For U. S. DOE Attention: Chris Calabrese, Procurement Department, M/S NSF176 (WA205) 232 Energy Way North Las Vegas, NV 89030 RFP No. NI10R0026 Mark Envelope: "Do Not Open in Mail Room" NNES looks forward to your participation in this Request for Proposal. Chris Calabrese Chris Calabrese Subcontract Administrator NNES SPECIAL INSTRUCTIONS REQUEST FOR PROPOSAL NO. NI10R0026 Preparation and Submission of Proposals: Oral explanations or instructions given before the award will not be binding on the Contractor. Any information given will be furnished promptly as an amendment to the solicitation, if that information is necessary in submitting an offer. All documents shall be properly executed, all blanks filled in and any interlineations, alterations, or erasures shall be initialed by the offeror. Failure to comply with these requirements may be cause for rejection of the proposal. Offers may be submitted electronically to chris.calabrese@nv.doe.gov A hardcopy shall be submitted in sealed envelopes or packages addressed to the specified address and shall show the time specified for receipt, the RFP number and the name and address of the offeror. Prices must remain firm for 90 days after proposal closing date. Specific documentation requested by Contractor must be submitted within the time specified and, unless otherwise specified by the Contractor, at no expense to the Contractor. Proposals received later than the date and time specified may be rejected. Proposals submitted will not be returned to the offeror. Offeror's proposal shall show the full legal name and business address of the offeror, signed with the signature of the person or persons authorized to bind the proposal and dated. Proposal shall be signed and dated by an authorized representative and include full names and addresses of all partners. The name of each signatory shall be typed or otherwise clearly printed below each signature. The preparation of a proposal shall be by and at the expense of the offeror. Right to Cancel: If the evaluation of the offeror's proposal and subsequent discussions (if any), do not appear to present a cost-effective method of performance, the Contractor reserves the right to cancel this RFP, at no cost to either itself or the Government. Examination of RFP Documents and Explanations to Offeror: In submitting a proposal, the offeror is responsible for examining with appropriate care the complete RFP documents and any amendments and is further responsible for identifying and examining all conditions that might in any way influence the cost or the performance of any work. Failure to do so will be at the sole risk of the offeror, and no relief can be given for errors or omissions by the offeror. Should the offeror find discrepancies in, or omissions from the RFP documents, or should the intent or meaning appear unclear or ambiguous or should any other question arise, the offeror shall promptly notify the Contractor in writing. The offeror making such request will be solely responsible for its timely receipt by the Contractor. Reply to such notice may be made in the form of an amendment to the RFP. Pricing information may be provided electronically and followed by hardcopy. In the event discrepancies are identified between the submitted hardcopy and electronic version, the contractor will default to the lowest price provided. Penalty of Making False Statements: False, fictitious or fraudulent statements made in proposals may render the maker subject to prosecution under Section 1001, Title 18, United States Code (18 U.S.C. 1001). Disclosure of Proposal Data: The offeror should identify any data it does not want disclosed to the public for any purpose or used by the Contractor except for evaluation purposes. The Offeror shall: • Mark the title page with the following: "This proposal includes data that shall not be disclosed outside Contractor's organization and shall not be duplicated, used, or disclosed, in whole or in part for any purpose other than to evaluate this proposal. The data subject to this restriction are contained in sheets (insert numbers or other identification of sheet)". • "Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal". Award: The Contractor anticipates award of a fixed-rate Subcontract in accordance with the requirements and conditions or incorporated by reference in this RFP. The offeror's proposal must be submitted in sufficient detail to allow the Contractor to perform an analysis to evaluate the offeror's technical capability to perform work as stated in the Statement of Work. Proposals for other than the requested "work" defined herein will not be considered and may be rejected. Award may not be made if the offeror has not been responsive to all instructions, certifications and representations indicated in the RFP. The Contractor intends to evaluate the proposals and may award without discussions; therefore, the initial offer should contain the offeror's best terms from cost/price and technical standpoints. However, the Contractor reserves the right to conduct discussions if later determined by the Authorized Procurement Representative Navarro Nevada Environmental Services, LLC (NNES) for US DOE P. O. Box 98952 Las Vegas, NV 89193 Date: Attention: Chris Calabrese - email: chris.calabrese@nv.doe.gov FAX: (702) 295-2109 SUBJECT: Request for Proposal No. NI10R0026 Transportation and Disposal of PCB Waste LETTER OF ACKNOWLEDGEMENT Receipt of the subject Request for Proposal is hereby acknowledged with the following comments:  This firm will submit an offer on or before  We decline to submit an offer for the following reasons: Any amendment to this Request for Proposal should be sent to the attention of: At the following address: Company: Address: Telephone #: Facsimile #: E-mail address: By: Title: Company: If different than the above Address Telephone: FAX: Section B - Pricing Schedule Request for Proposal No. NI10R0026 Description Qty Unit Cost Total Cost Item 1: Provide appropriate vehicles, top-loading DOT approved bulk containers and equipment, including fuel, placards, strapping, tie-downs, blocking, bracing and qualified drivers to transport Bulk PCB Remediation waste ( as defined below) from the Nevada Test Site to vendor designated disposal facility and disposition at said facility. Bulk PCB Remediation Waste.- Bulk PCB remediation waste includes, but is not limited to, the following non-liquid PCB remediation waste: soil, sediments, dredged materials, muds, PCB sludge, and industrial sludge. Fuel Surcharge___________________________ Potential contractor imposed delays: Hourly rate_______________ Daily rate________________ Note: Items 2 and 3 will be issued as options if future requirements dictate. Item 2: Provide additional pricing for future requirements, if any, based upon the description detailed in Item 1 above. Fuel Surcharge__________________________ Potential contractor imposed delays: Hourly Rate _______________ Daily Rate________________ Item3: Provide additional pricing for estimated future requirements based upon the description detailed in Item 1 above. Item 3 continued: Fuel Surcharge_________________________ Potential contractor imposed delays: Hourly Rate___________________ Daily Rate____________________ Provide If pricing is based upon GSA Contract, please provide GSA contract number, expiration date and pricing. ______________________________________ Upon request, DOE's authorization will be supplied. 100 - 300 cubic yards 301 - 600 cubic yards 601 - 1000 cubic yards Designated Receiving Facility: Subcontractor must provide eight-hour notification to NNES when trucks are scheduled to arrive at the NTS. All invoices must be accompanied with a Certificate of Destruction, but within 30 days of disposal. Payment Terms:_______________ SECTION G - SUBCONTRACT ADMINISTRATION DATA - RFP NI10R0026 G.1 Correspondence Procedures (a) To promote timely and effective administration, correspondence submitted under this subcontract shall include the contract number and shall be subject to the following procedures: 1. Technical Correspondence: Technical correspondence shall be addressed to the NNES Subcontractor's Technical Representative (STR) with an information copy addressed to the Approved Purchasing Representative (APR). 2. Other Correspondence: All other correspondence shall be addressed to the NNES APR. 3. The NNES Office address is: Navarro Nevada Environmental Services, LLC (NNES) 232 Energy Way North Las Vegas, NV 89030 4. Subject Line(s). All correspondence shall contain a subject line commencing with the subcontract number, subcontractor's name, and the topic. G.2 Billing Address: Navarro Nevada Environmental Services, LLC 669 Emory Valley Road Accounts Payable Oak Ridge, TN 37830 SECTION H SPECIAL PROVISION CONTRACT CLAUSES 1. DEFINITIONS "Contractor" means Navarro Nevada Environmental Services, LLC (NNESS) and all of its authorized representatives acting in their professional capacities in performance of Prime Contract No. DE AC52-09NA28091 with the U. S. DOE, NNSA/NSO. 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 Subcontract shall also accrue and be available to and are for the express benefit of U. S. DOE, NNSA/NSO for which the services are required. "NNSA/NSO" means the United States Department of Energy, (DOE) National Nuclear Security Administration, Nevada Site Office (NNSA/NSO). "Work" and "Services" means all technical and/or 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. "Jobsite" and "Site" means the location(s) at which, or for which the Services will be provided. "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-AC52-09NA28091 Department of Energy, National Nuclear Security Administration, Nevada Site Office (NNSA/NSO). 2. ENTIRE AGREEMENT This Subcontract embodies the entire agreement between Contractor and Subcontractor. The Parties shall not be bound by or liable for any statement, representation, promise, or understanding not set forth herein. Nothing contained in proposals, correspondence, discussions, or negotiations prior to the date of this agreement has any effect on this agreement unless specifically incorporated herein. No changes, amendments, or modifications of any of the terms and conditions hereof shall be valid unless reduced to writing and signed by the Parties. 3. 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 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 Contractor. Subcontractor shall perform the work hereunder in accordance with its own methods subject to compliance with the Subcontract. 4. AUTHORIZED REPRESENTATIVES Before starting work, Subcontractor shall designate in writing an Authorized Procurement Representative (APR) to represent and act for Subcontractor and shall specify any and all limitations of such representative's authority. Such representative shall be empowered to receive communications in accordance with this Subcontract on behalf of Contractor. All communications given to the APR 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 writing to the other party. 5. NON-INTERFERENCE Subcontractor agrees that they will not interfere in any way with the types of work as currently defined under the prime contract between DOE and Contractor. Any information regarding this contract, which is obtained while performing under this Subcontract, is considered proprietary, subject to FAR supplemental clause 952.204-72. However, this agreement shall in no manner prevent contractor or subcontractor from pursuing work and associating any other persons or companies for such purposes, so long as the contemplated work or association will not compete with the Contractor's prime contract and does not create a conflict of interest for work scope on the Contractor's DOE prime contract. 6. SUBCONTRACT INTERPRETATION All questions concerning interpretation or clarification of this Subcontract or applicable standards and codes, including the discovery of conflicts, discrepancies, errors and omissions, or the acceptable performance thereof by Subcontractor, shall be submitted in writing to Contractor for resolutionwithin 5 days of its discovery. The Contractor shall have 5 days to respond in writing to the Subcontractor. If such discoveries cannot be resolved to the mutual satisfaction of both parties, then such questions or claims shall be subject to the provision of Clause 8 below, Disputes Resolution, and Section I (d), Disputes. 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. Changes accepted and performed by Subcontractor personnel outside of the Subcontract without written authorization from Contractor shall be the responsibility of the Subcontractor. 7. SAFEGUARDING OF INFORMATION/SUBCONTRACTING The information provided to the Subcontractor in the course of this work shall be treated as Contractor proprietary, not to be disclosed to any third party, unless otherwise noted or unless the information is available from open publication. The Subcontractor shall not subcontract, assign, or delegate to any other person or entity any of its rights, scope of work, or duties hereunder without the written consent of Contractor. 8. DISPUTE RESOLUTION Any dispute, controversy or cause of action of every kind and nature whatsoever relating to interpretation, performance or other issues associated with this Subcontract shall be settled as follows: Notice of an Action may be given by either Party, and each Party agrees to attempt to negotiate a resolution of the Action in good faith within 30-calendar days following receipt of notice. If the Action is not resolved, each Party shall have 60 days following the Notice Date within which to give notice that the Action will be settled by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Arbitration will be held in Las Vegas, NV, by a sole arbitrator who is selected jointly by the Parties. Each party shall bear the costs of preparation and presentment less of its case, with arbitrator fees shared. 9. LAWS AND REGULATIONS (RESERVED) 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. 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 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 DOE premises, Subcontractor shall observe Contractor or DOE's procedures, regulations and work rules. Subcontractor shall, to the extent permissible under applicable law, comply with the provisions of any Contractor or DOE labor agreement(s), e.g., Project Agreement, collective bargaining agreement(s), etc., which apply to the work under this Subcontract. 12. ENVIRONMENTAL, SAFETY AND HEALTH The Contractor is committed to zero accidents and requires that the Subcontractor make similar certification of commitment to zero accidents under this subcontract. The Subcontractor shall be fully responsible for conducting all operations under this subcontract at all times in such a manner as to avoid the risk of bodily harm to persons and damage to property and to ensure that these Environmental, Safety and Health requirements are flowed to all lower-tier subcontractors. Subcontractor shall continually and diligently inspect all work, the work space, materials, and equipment to discover any conditions or hazards that might pose risks to the safety and health of all workers or to the environment. The Subcontractor and any lower-tiered subcontractors shall be held accountable to conduct their activities in accordance with the Contractor's Worker Safety and Health Program while working in or within Contractor or DOE-owned or leased facilities (see Clause 13 below). The Subcontractor and lower-tiered subcontractors retain the option to work to their company-specific Worker Safety and Health Programs provided those programs have been pre-approved by the Contractor and are equivalent to or more stringent than the Contractor's program. The Subcontractor and any lower-tiered subcontractors have the authority and responsibility to suspend or stop work should any hazardous condition arise that is not addressed by the Contractor's Worker Safety and Health Program. The Subcontractor's obligations under the Special Provision titled "Indemnity" (See Clause 17 below) apply to liability arising in connection with or incidental to Subcontractor's performance or failure to perform, as provided in this Special Provision. Subcontractor's failure to correct an unsafe condition or unsafe act by its personnel after notice thereof shall be grounds for: (a) An order to suspend the affected operations until the unsafe condition is corrected and, (b) If the violation continues, termination for default of this Subcontract for such failure. The Subcontractor shall report accidents, injuries, non-compliances and near-misses immediately and maintain records required by applicable laws and regulations (e.g., OSHA) or by Contractor and shall furnish to the Contractor a monthly summary of reportable injuries/illnesses, lost work days cases, and worker hours associated with this subcontract. The Subcontractor at its own expense shall participate in the investigation of incidents, accidents, or non-compliances at the direction of the Contractor. Contingent upon the severity of the incident, accident, or non-compliance (or the non-reporting of such), the Contractor may choose to direct the removal of selected Subcontractor personnel from the subcontract. For any noncompliance determined by the Contractor to involve knowing and willful misconduct of the Subcontractor, disciplinary action may be invoked up to and including cancellation of the Subcontract. The Subcontractor shall, at all times, conduct all operations under this Subcontract in a manner to avoid the risk of endangerment to health, bodily harm to persons, damage to property, and damage to the natural environment. The Subcontractor shall have the responsibility for taking all environmental compliance actions, safety and health precautions necessary, and continuously inspecting equipment, materials, workspace, and work to discover, determine, and correct any conditions that might result in any of the aforementioned risks. (Corrective actions must be taken in accordance with the Contractor's work control process.) In any instance where an accident/incident occurs on the job-site due to the fault or negligence of the Subcontractor, the Subcontractor will not be paid for any associated downtime. In addition, the Subcontractor shall be responsible for the cost of required investigations and corrective actions. 13. WORKER HEALTH AND SAFETY PROGRAM The Contractor conducts all work activities in accordance with its Worker Safety and Health Program (WSHP), which incorporates the requirements of 10 CFR 851, Worker Safety and Health Program, an Integrated Safety Management System (ISMS) as specified in 48 CFR 970-5223-1, Integration of Environment, Safety, and Health into Work Planning and Execution, and other applicable regulations, standards and codes as applied by contract. The principles of the WSHP that guide the safe execution of work are: 1. Line management is responsible for the protection of employees, the public, and the environment. Line management includes those Subcontractor and lower-tier subcontractor employees managing or supervising employees performing work. 2. Clear and unambiguous lines of authority and responsibility for ensuring ES&H are established and maintained at all organizational levels, including for the workers. 3. Personnel possess the experience, knowledge, skills, and abilities that are necessary to discharge their responsibilities. 4. Resources are effectively allocated to address ES&H programmatic and operational considerations. Protecting employees, the public, and the environment is a priority whenever activities are planned and performed. 5. Before work is performed, the associated hazards are identified, evaluated, and an agree-upon set of controls and requirements are established which, if properly implemented, provide adequate assurance that employees, the public, and the environment are protected from adverse consequences. Workers are to be actively involved in the work planning process. 6. Administrative and engineering controls to prevent and mitigate hazards are tailored to the work being performed and associated hazards. Emphasis should be on designing the work and/or controls to reduce or eliminate the hazards and to prevent accidents and unplanned releases and exposures. 7. The conditions and requirements to be satisfied for work to begin and conducted are agreed-upon. The extent of documentation and the level of approving authority for agreement shall be tailored to the complexity and hazards associated with the work. For work under this Subcontract, job-specific work instructions will be developed through the Contractor's work planning and control process. This process controls all aspects of the work being conducted and integrates planning to include involvement of multiple organizations and workers. The Work Planning and Control Process safety core functions include: 1. Define the scope of work. Identification of all work to be performed and the associated steps to complete work. 2. Identify and analyze the hazards associated with the work Completion of a hazard analysis for each step in the work process, which is to be a joint effort between management and the workers performing the work. 3. Develop and implement hazard controls Hazard controls should first concentrate on elimination of the identified hazard; if elimination is not possible, then reasonable controls are identified to mitigate the hazard. 4. Perform work within controls No work is to be performed until all identified controls are in place. Workers at all levels are to be informed of the work scope, potential hazards, hazard controls, and job responsibilities before Work begins. No Work is to be performed outside the work planning documents. 5. Provide feedback on adequacy of control and continue to improve safety management. Feedback is an integral part of process improvement and shall be encouraged at all times and from all levels of the project organization, especially the workers. Controls should be adjusted based on lessons learned. In performing work under this Subcontract, the Subcontractor, its workers, and its lower-tier subcontractors shall: 1. Perform work safely, in a manner that ensures adequate protection for employees, the public, and the environment. 2. Participate in the preparation of job-specific work instructions by integrating into the Contractor's Work control process (usually accomplished during pre-job safety briefings) 3. Acknowledge understanding of and concurrence with job-specific work instructions prior to performing any Work. 4. Perform work in accordance with job-specific Work instructions. 5. Suspend/Stop work if conditions or hazards arise that are outside the scope of job-specific work instructions. 6. Provide feedback to the Contractor on the adequacy of work instructions and controls. In accordance with Contractor flow down requirements of the U.S. Department of Energy with regard to Title 10 CFR 851, Worker Safety and Health Program, Subcontractor must comply with the following safety and health standards that are applicable to the hazards at their covered workplace. Nothing in this part must be construed as relieving Subcontractor from complying with any additional specific safety and health requirement that it determines to be necessary to protect the safety and health of workers. 1. Title 10 Code of Federal Regulations (CFR) 850, "Chronic Beryllium Disease Prevention Program." 2. Title 29 CFR, Parts 1904.4 through 1904.11, 1904.29 through 1904.33; 1904.44, and 1904.46, "Recording and Reporting Occupational Injuries and Illnesses." 3. Title 29 CFR, Part 1910, "Occupational Safety and Health Standards," excluding 29 CFR 1910.1096, "Ionizing Radiation." 4. Title 29 CFR, Part 1926, "Safety and Health Regulations for Construction." 5. American Conference of Governmental Industrial Hygienists (ACGIH), "Threshold Limit Values for Chemical Substances and Physical Agents and Biological Exposure Indices" (2005). 6. American National Standards Institute (ANSI) Z88.2, "American National Standard for Respiratory Protection," (1992). 7. ANSI Z49.1, "Safety in Welding, Cutting and Allied Processes," Sections 4.3 and E4.3 (1999). 8. National Fire Protection Association (NFPA) 70, "National Electrical Code" (2005). 9. NFPA 70E, "Standard for Electrical Safety in the Workplace" (2004). Where applicable, the Subcontractor shall establish safety policies and procedures to ensure that pressure systems are designed, fabricated, tested, inspected, maintained, repaired, and operated by trained and qualified personnel in accordance with applicable and sound engineering principles. The Subcontractor shall ensure that all pressure vessels, boilers, air receivers, and supporting piping systems conform to: 1. The applicable American Society of Mechanical Engineers (ASME) Boiler and Pressure Vessel Code (2004); sections I through section XII including applicable Code Cases. 2. The applicable ASME B31 (Code for Pressure Piping) standards as indicated below; and or as indicated in reference sources herein: (a) B31.1-2001-Power Piping, and B31.1a-2002-Addenda to ASME B31.1-2001 (b) B31.2-1968-Fuel Gas Piping (c) B31.3-2002-Process Piping (d) B31.4-2002-Pipeline Transportation Systems for Liquid Hydrocarbons and Other Liquids (e) B31.5-2001-Refrigeration Piping and Heat Transfer Components, and B31.5a-2004, Addenda to ASME B31.5-2001 (f) B31.8-2003-Gas Transmission and Distribution Piping Systems (g) B31.8S-2001-Managing System Integrity of Gas Pipelines (h) B31.9-1996-Building Services Piping (i) B31.11-2002-Slurry Transportation Piping Systems (j) B31G-1991-Manual for Determining Remaining Strength of Corroded Pipelines. 3. The strictest applicable state and local codes. When national consensus codes are not applicable (because of pressure range, vessel geometry, use of special materials, etc.), Subcontractor must implement measures to provide equivalent protection and ensure a level of safety greater than or equal to the level of protection afforded by the ASME or applicable state or local code. Measures must include the following: 1. Design drawings, sketches, and calculations must be reviewed and approved by a qualified independent design professional (i.e., professional engineer). Documented organizational peer review is acceptable. 2. Qualified personnel must be used to perform examinations and inspections of materials, in-process fabrications, nondestructive tests, and acceptance test. 3. Documentation, traceability, and accountability must be maintained for each pressure vessel or system, including descriptions of design, pressure conditions, testing, inspection, operation, repair, and maintenance. 4. Copies of such documentation shall be provided to the Contractor upon request. 14. INSURANCE REQUIREMENTS Subcontractor shall, at its expense, maintain in effect at all times during the performance of the Work insurance coverage with limits not less than those set forth below and with insurers and under forms of policies satisfactory to Contractor (NNES must be named as an additional on the Comprehensive General Liability Insurance Policy): A. Workers' Compensation as required by any applicable law or regulation. If there is an exposure of injury to Subcontractor's employees under the U.S. Longshoremen's and Harbor Workers' Compensation Act, the Jones Act or under laws, regulations or statutes applicable to maritime employees, coverage shall be included for such injuries or claims. B. Employer's Liability of not less than $500,000 each accident. C. Commercial General Liability with limits of liability for bodily injury, property damage and personal injury of not less than: • $ 500,000 Combined single limit for Bodily Injury and Property Damage each occurrence; • $ 500,000 Personal Injury Limit each occurrence; • $1,000,000 Products-Completed Operations Aggregate Limit; and • $1,000,000 General Annual Aggregate Limit (other than Products-Completed Operations). D. Automobile Liability (Owned, hired and non-owned) with combined single limits of liability for bodily injury or property damage of not less than $500,000 for any one occurrence. E. In the event Subcontractor maintains insurance covering loss or damage to equipment, tools, or any other property of Subcontractor, such insurance shall include an Insurer's waiver of subrogation in favor of Contractor and its subsidiaries and affiliates and DOE. The required limits of coverage may be satisfied by a combination of a primary policy and an excess or umbrella policy. Neither Contractor nor DOE is maintaining any insurance on behalf of Subcontractor covering loss or damage to the work or to any other property of Subcontractor unless otherwise specifically set forth herein. None of the requirements contained herein as to types, limits and approval of insurance coverage to be maintained by Subcontractor are intended to and shall not in any manner limit or qualify the liability and obligations assumed by Subcontractor under this Subcontract. Subcontractor shall deliver to Contractor no later than 10 calendar days after Subcontract award, but in any event prior to commencing the work or entering the Jobsite, Certificates of Insurance evidencing such coverage and limits of insurance are in full force and effect. Certificates shall be issued in a form acceptable to Contractor and provide that not less than 30 calendar days advance written notice will be given to Contractor prior to cancellation, termination or material alteration of such policies. Certificates shall identify on their face the project name and subcontract number. Delivery of the original and any notices of policy change shall be made to: Navarro Nevada Environmental Services, LLC P. O. Box 98952 Las Vegas, NV 89193-8952 Attention: Chris Calabrese - Procurement Department, M/S NSF176 WA205 Reference: Subcontract TBD 15. CHANGES The Contractor may at any time and without notice to the sureties, if any, issue written directions within the general scope of this Subcontract requiring additional work or directing the omission of, or variation in, work covered by this Subcontract. If any such direction results in a material change in the amount or character of the work described in the "Scope of Work," an equitable adjustment of the Subcontract price and/or schedule, if any, shall be made and the Subcontract shall be modified in writing accordingly. Any claim by the Subcontractor for an adjustment under this clause must be asserted in writing within 30 days from the date of receipt by the Subcontractor of the notification of change; provided, however, that the Contractor, if it is determined that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment under this Subcontract. A failure to agree on an equitable adjustment under this clause shall be deemed to be a dispute within the meaning of the clause entitled "Dispute Resolution." 16. TECHNICAL DIRECTION The term "Technical Direction" is defined as (1) directions to the Subcontractor which shift work emphasis between work areas, require pursuit of certain lines of inquiry, fill in details, or otherwise serve to facilitate the contractual Statement of Work; (2) provision of written information to the Subcontract which assists in the technical portions of the work description; and (3) review and approval of technical reports and technical information to be delivered by the Subcontractor to the Contractor under the Subcontract. The Subcontractor shall proceed promptly with the performance of technical direction issued by the Contractor's Technical Representative (COTR) in the manner prescribed by this article and within the authority under the provisions of this article. If, in the opinion of the Subcontractor, any instruction or direction by the COTR falls within one of the categories defined in 1 through 3 above, the Subcontractor shall not proceed, but shall notify the APR in writing within 10 working days after receipt of any such instruction or direction and shall request the APR to modify the Subcontractor accordingly. 17. INDEMNITY (RESERVED) 18. PAYMENT The Subcontractor shall submit invoices on a monthly basis in accordance with the requirements in Section I, General Provision Contract Clauses, paragraph (g). Any rate invoiced must be authorized by this Subcontract. Failure to specify the full Subcontract Number or to submit full supporting documentation may be cause for invoice rejection or delay in payment. Navarro Nevada Environmental Services, Inc. Accounts Payable 669 Emory Valley Road Oak Ridge, TN 37830 Reference Subcontract TBD 19. ASSIGNMENT Subcontractor shall not assign rights or obligations to third parties and shall not subcontract to others for performance of any part of the work without the prior written consent of Contractor. However, Subcontractor may assign rights to be paid amounts due or to become due to a financing institution if Contractor is promptly furnished written notice and a signed copy of such assignment. 20. SUSPENSION Contractor may by written notice to Subcontractor suspend the work under this Subcontract in whole or in part at any time. Upon receipt of such notice, Subcontractor shall discontinue work to the extent specified in the notice; continue to protect and maintain the work; and take any other steps to minimize costs associated with such suspension. As full compensation for such suspension, Subcontractor will be reimbursed for such costs directly resulting from such suspension. 21. GOVERNMENT PROPERTY The term "property" as used in this clause means property as defined in FAR Part 45.101. Contractor may furnish to Subcontractor property as may be required for performance of work under this Subcontract, or have Subcontractor acquire such property as mutually agreed. Title to property furnished or acquired shall vest in the Government, and hereafter is referred to as "Government Property." If Subcontractor purchases property for which it is entitled to be reimbursed as a direct item of cost, title shall pass directly to the Government upon delivery of the property to Subcontractor. Title to all other property, the cost of which is reimbursable to Subcontractor, shall pass to the Government upon the earliest of 1) issuance of property for use in performance, 2) processing of property for use in performance, or 3) reimbursement of cost of property. Title shall not be affected by incorporation or attachment to any property not owned by the Government, nor shall any Government property become a fixture or lose its identity because it is affixed to any realty. Responsibility for loss or damage to Government property shall be determined in accordance with FAR 52.245-2. 22. HOLD HARMLESS (RESERVED) 23. AVAILABILITY AND LIMITATION OF FUNDS The Contractor's obligation for performance of this Subcontract is contingent upon the availability of appropriated funds from which payment for Subcontract purposes can be made. No legal liability on the part of the Contractor for any payment in excess of the amount presently available and obligated may arise for performance under this Subcontract until sufficient additional funds are obligated to this Subcontract. The Contractor shall endeavor to give this Subcontract a high priority within its appropriated funds for each year of performance, provided, however, that nothing in this Subcontract shall be considered to bind or otherwise obligate the Contractor to provide additional funds. The Subcontractor shall notify the Contractor's APR in writing whenever it has reason to believe that payments due within the next 60 days from the Contractor under this Subcontract, when added to all payments previously made, will reach 75 percent of the Subcontract funding. The Subcontractor's written notice shall specifically identify the payments made to date and the nature and amount of expected or anticipated payments that would result in payments that exceed the amount obligated. The Subcontractor is not obligated to continue Subcontract performance that would result in payment obligations on the part of the Contractor in excess of the amount obligated. In the event the Subcontractor continues Subcontract performance, it does so at its own risk. If the Subcontractor continues performance and the Contractor subsequently obligates sufficient additional funds to the Subcontract, the Subcontractor may invoice for items delivered in accordance with applicable clauses to the same extent as if such work had been completed after such additional funds had been obligated. In the event that additional funding is not made available to the Contractor, the Contractor may (1) suspend performance in accordance with the clause titled "Suspension" or (2) terminate the Subcontract for convenience in accordance with the Clause titled "Termination." 24. GOVERNMENT CLAUSES The appearance of a DOE or other federal agency prime contract number on the face of this Subcontract shall conclusively establish the applicability, as well as the incorporation into this Subcontract, of any of the agency's clauses referenced as Attachments or Exhibits. 25. SUBCONTRACTOR BUSINESS TRAVEL REIMBURSEMENT (RESERVED) 26. INCREMENTAL FUNDING OF SUBCONTRACT (RESERVED) 27. OWNER'S HARDWARE, SOFTWARE AND TELECOMMUNICATIONS (RESERVED) 28. ORDER OF PRECEDENCE (RESERVED) 29. CONTINUITY OF SERVICES The Subcontractor recognizes that the services performed under this Subcontract are vital to the U. S. Department of Energy (DOE) and must be continued without interruption, and that upon expiration of the Prime Contract between DOE and the Contractor, a successor either the Government or another contractor may continue to require that the services be performed. The Contractor shall provide a 60-day written notice to the Subcontractor once the successor has been named. The Government, through a successor Contractor, may continue to require that the services be performed. SECTION I GENERAL PROVISIONS Request for Proposal No. NI10R0026 GP-1 ENTIRE AGREEMENT: The SUBCONTRACT embodies the entire agreement between CONTRACTOR and SUBCONTRACTOR. The Parties shall not be bound by or liable for any statement, representation, promise, or understanding not set forth herein. Nothing contained in proposals, correspondence, discussions, or negotiations prior to the date of this agreement has any effect on this agreement unless specifically incorporated herein. No changes, amendments, or modifications of any of the terms and conditions hereof shall be valid unless reduced to writing and signed by the Parties. GP-2 INDEPENDENT CONTRACTOR: SUBCONTRACTOR shall act as an independent contractor and not as the agent of CONTRACTOR or the 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 the OWNER. SUBCONTRACTOR shall perform the Work hereunder in accordance with its own methods subject to compliance with the SUBCONTRACT. In performing work hereunder, the SUBCONTRACTOR shall ensure that all Safety and Health, Work Control, and Integrated Safety Management System (ISMS) requirements are flowed to all its lower-tier suppliers and subcontractors. The CONTRACTOR reserves the right to review any and/or all purchase orders and/or subcontracts issued by SUBCONTRACTOR in performance of the work hereunder, to ensure compliance with this requirement. GP-3 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 Jobsite or by registered mail to the address of that party, as shown on the face of the SUBCONTRACT Form or as such address may have been changed by written notice. GP-4 ORDER OF PRECEDENCE: All Subcontract documents and subsequently issued Change Notices/Orders and Modifications are essential parts of this Subcontract, and a requirement occurring in one is binding as though occurring in all. In resolving conflicts, errors, or omissions, the following order of precedence shall be used: 1. Change Notices and Modifications, if any 2. Award Form 3. Statement of Work 4. Pricing Schedule 5. NNES Special Provisions 6. NNES General Provisions GP-5 TITLE AND ADMINISTRATION: Any right and/or interest that are acquired by CONTRACTOR under the terms of this Subcontract shall pass directly to the OWNER. CONTRACTOR shall make payments under this Subcontract from funds advanced by the Government and agreed to be advanced by DOE, and not from its own assets. This Subcontract may be assigned, in whole or in part, to DOE or its designee(s), and to the extent of such assignment and notice thereof to SUBCONTRACTOR, CONTRACTOR shall have no further responsibilities hereunder. GP-6 ACCEPTANCE OF TERMS AND CONDITIONS/NON-WAIVER: SUBCONTRACTOR, by signing the Subcontract, delivering the supplies, or performing the requirements indicated herein agrees to comply with all the terms and conditions and all specifications and other documents that this Subcontract incorporates by reference or attachment. CONTRACTOR hereby objects to any terms and conditions contained in any acknowledgement of this Subcontract that are different from or in addition to those mentioned in this document and any such terms shall be of no force and effect. Failure of CONTRACTOR to enforce any of the provisions of this SUBCONTRACT shall not be construed as evidence to interpret the requirements of this Subcontract, nor a waiver of any requirement, nor a waiver of the right of CONTRACTOR to enforce each and every provision. All rights and obligations shall survive final performance of this Subcontract. GP-7 INDEMNITY: SUBCONTRACTOR hereby releases and shall indemnify, defend, and hold harmless the OWNER, CONTRACTOR, 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 without limitation 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 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 include but is not limited to events which (1) are directly or indirectly caused by or incident to the radioactive, toxic and/or hazardous properties of any substances and/or (2) arise out of any State or Federal statute relating to the hazardous properties, such as Comprehensive Environmental Response, Compensation and Liability Act (CERCLA)and Research Conservation and Recovery Act (RCRA), and shall apply to any cleanup or response costs occasioned by the transport, treatment, storage, or disposal of hazardous materials or substances by SUBCONTRACTOR or any third party. SUBCONTRACTOR'S release, indemnity, and hold harmless obligations, or portions of applications thereof shall apply to the fullest extent permitted by law, but shall not apply to the extent caused by the willful misconduct or sole negligence of the Party released, indemnified, or held harmless; however, this limitation will not reduce SUBCONTRACTOR'S duty to defend and obligation to pay attorney's fees, which shall apply even in the event of the fault or negligence, whether active or passive, or strict liability of the Party released, indemnified, or held harmless. SUBCONTRACTOR specifically waives any immunity provided against this indemnity by an industrial insurance or workers' compensation statute. GP-8 SURVIVAL: The rights and obligations of the Parties that by their nature survive termination or completion of this Subcontract, including but not limited to those set forth in the General Provisions entitled "INDEMNITY," "HOLD HARMLESS," and "WARRANTY" shall remain in full force and effect. GP-9 HOLD HARMLESS: If CONTRACTOR is subjected to any liability as the result of SUBCONTRACTOR'S or its sub-tier subcontractors' 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 clauses relating to cost accounting standards and practices; or 4) Provide such information, substantiation, and assurance as reasonably required by CONTRACTOR in the event CONTRACTOR is required to certify any claim to the OWNER that includes as a component thereof any SUBCONTRACTOR claim; Then SUBCONTRACTOR agrees to indemnify and hold harmless CONTRACTOR from any expense, liability, responsibility, or penalty that may be imposed upon CONTRACTOR by the OWNER as the result of false or improper certification by SUBCONTRACTOR or as the result of CONTRACTOR'S reasonable reliance upon the information, substantiation, or assurance provided by SUBCONTRACTOR in support of its claim and CONTRACTOR'S certification thereof. As to 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 OWNER 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. 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 General Provisions entitled "Gratuities" or "Covenant Against Contingent Fees" of the Prime Contract between CONTRACTOR and the OWNER or this SUBCONTRACT. This Hold Harmless Agreement shall be in addition to any other remedies provided under this SUBCONTRACT or by law. GP-10 WARRANTY: SUBCONTRACTOR warrants that it will perform the Work under this Subcontract with the degree of high professional skill, sound practices, and good judgment normally exercised by recognized professional firms providing Work of a similar nature. In addition to all other rights and remedies CONTRACTOR may have, SUBCONTRACTOR shall, at its expense, re-perform the Work necessary to correct any deficiencies that result from SUBCONTRACTOR'S failure to perform in accordance with the above standards. All equipment and materials, if any, furnished by SUBCONTRACTOR under this Subcontract shall be new as defined in the General Provision entitled "NEW MATERIALS." All workmanship shall be first class and performed in accordance with sound industry practices acceptable to CONTRACTOR. In addition to the other rights and remedies available to CONTRACTOR hereunder, at law and in equity, SUBCONTRACTOR warrants all equipment, materials, and services it furnishes or performs under this Subcontract against all defects for a period from Work commencement to a date twelve (12) months after acceptance of the Project as a whole by CONTRACTOR. In the event CONTRACTOR discovers defects in design, equipment, materials, or workmanship at any time before the expiration of the specified warranty period, SUBCONTRACTOR shall, upon written notice from CONTRACTOR, and at SUBCONTRACTOR'S sole expense, cure any such defect by re-performing defective services and/or workmanship and repairing or replacing defective equipment and/or materials. All costs incidental to such corrective action including, but not limited to, review, access, removal, re-testing, and re-inspection shall be borne by SUBCONTRACTOR. If SUBCONTRACTOR fails to take corrective action within a reasonable time, CONTRACTOR 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 acceptance by CONTRACTOR. GP-11 ASSIGNMENT: SUBCONTRACTOR shall not assign rights or obligations to third parties and shall not subcontract to others for performance of any part of the work without the prior written consent of CONTRACTOR. However, SUBCONTRACTOR may assign rights to be paid amounts due or to become due to a financing institution if CONTRACTOR is promptly furnished written notice and a signed copy of such assignment. GP-12 NEW MATERIALS: Unless otherwise specified in this Subcontract, all equipment, materials, and articles incorporated into the Work covered by this Subcontract shall consist of new materials and shall be of the most suitable grade for the purpose intended. New is defined as previously unused, which may include residual inventory or unused former Government surplus property. This does not exclude the use of recycled or recovered materials as defined by the Environmental Protection Agency in 40 CFR 247. SUBCONTRACTOR shall obtain CONTRACTOR'S approval of the machinery and mechanical and other equipment to be incorporated into the Work. When required by the CONTRACTOR, SUBCONTRACTOR shall obtain approval of the material or articles that SUBCONTRACTOR contemplates incorporating into the Work. When so directed, SUBCONTRACTOR shall submit samples for approval at SUBCONTRACTOR'S expense. Machinery, equipment, material, and articles that do not have the required approval shall be installed or used at the risk of subsequent rejection. References in the specifications or drawings to equipment, materials, or articles by trade name, make, or catalog number shall be regarded as establishing a standard of quality and shall not be construed as limiting competition. SUBCONTACTOR may, with CONTRACTOR'S approval, use any equipment, material, article, or process that is equal to that specified, unless the words "no substitution" follow the listing of the item in the specifications or drawings. In the event SUBCONTRACTOR is furnishing fabricated equipment and/or equipment other than specified herein or indicated on drawings, SUBCONTRACTOR shall submit three (3) copies of shop drawings or vendor prints and operating manuals to CONTRACTOR for review: two (2) copies to be retained by CONTRACTOR, and one (1) returned to SUBCONTRACTOR. Unless otherwise agreed, modifications due to use of "or equal" items is at SUBCONTRACTOR'S expense. GP-13 SUPERINTENDENCE OF SUBCONTRACTOR: At all times during performance of this Subcontract and until the Work is completed and accepted, SUBCONTRACTOR shall directly superintend the Work or assign and have at the Site a competent superintendent who is satisfactory to CONTRACTOR and has authority to act for SUBCONTRACTOR. All Work under this Subcontract shall be performed in a skillful and workmanlike manner. CONTRACTOR may require, in writing, SUBCONTRACTOR to remove from the Work any employee that CONTRACTOR deems incompetent, careless, or otherwise objectionable. GP-14 SUBCONTRACTOR'S WORK AREA: CONTRACTOR will assign all SUBCONTRACTOR Work areas on the Jobsite. SUBCONTRACTOR shall confine its operations to the areas so assigned. Should SUBCONTRACTOR find it necessary or advantageous to use any additional off-site area for any purpose whatsoever, SUBCONTRACTOR shall, at its expense, provide and make its own arrangements for the use of such additional off-site areas. GP-15 RESPONSIBILITY FOR WORK, SECURITY, AND PROPERTY: A. Work in Progress, Materials and Equipment. SUBCONTRACTOR shall be responsible for and shall bear any and all risk of loss of or damage to Work in progress, all materials delivered to the Jobsite, and all materials and equipment until completion and final acceptance of the Work under this Subcontract. B. Delivery, Unloading and Storage. SUBCONTRACTOR'S responsibility for materials and plant equipment required for the performance of this Subcontract shall include: (a) Receiving and unloading, (b) Storing in a secure place and in a manner subject to CONTRACTOR'S review. Outside storage of materials and equipment subject to degradation by the elements shall be in weather-tight enclosures provided by SUBCONTRACTOR, (c) Delivering from storage to construction site all materials and plant equipment as required, and (d) Maintaining complete and accurate records for CONTRACTOR'S inspection of all materials and plant equipment received, stored, and issued for use in the performance of the Subcontract. C. Security. SUBCONTRACTOR shall, at all times, conduct all 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 at the Jobsite. SUBCONTRACTOR shall continuously inspect all Work, materials and equipment to discover and determine any conditions that might involve such risks and shall be solely responsible for discovery, determination, and correction of any such conditions. D. SUBCONTRACTOR shall comply with CONTRACTOR'S security requirements for the Jobsite. SUBCONTRACTOR shall cooperate with CONTRACTOR on all security matters and shall promptly comply with any project security arrangements established by CONTRACTOR or OWNER. Such compliance with these security requirements shall not relieve SUBCONTRACTOR of its responsibility for maintaining proper security for the above-noted items, nor shall it be construed as limiting in any manner SUBCONTRACTOR'S obligation with respect to all applicable laws and regulations and to undertake reasonable action to establish and maintain secure conditions at the Jobsite. E. Property. SUBCONTRACTOR shall plan and conduct its operations so as not to: (a) Enter upon lands in their natural state unless authorized by CONTRACTOR, (b) Damage, close, or obstruct any utility installation, highway, road, or other property until permits have been obtained, (c) Disrupt or otherwise interfere with the operation of any pipeline, telephone, electric transmission line, ditch, or structure unless otherwise specifically authorized by this Subcontract, or (d) Damage or destroy cultivated and planted areas, and vegetation such as trees, plants, shrubs, and grass on or adjacent to the premises, which, as determined by CONTRACTOR, do not interfere with the performance of this Subcontract. This includes damage arising from performance of Work by operating equipment or stockpiling materials. SUBCONTRACTOR shall not be entitled to any extension of time or compensation on account of SUBCONTRACTOR'S failure to protect all materials, equipment, and environment, as described herein. All costs in connection with any repairs or restoration necessary or required by reason of unauthorized obstruction, damage, or use shall be borne by SUBCONTRACTOR. GP-17 SUBCONTRACTOR'S PLANT, EQUIPMENT AND FACILITIES: SUBCONTRACTOR shall provide and use for the Work hereunder only such construction plant and equipment as are capable of producing the quality and quantity of Work and materials required by this Subcontract and within the time or times specified in the Subcontract Schedule. Before proceeding with the Work hereunder, SUBCONTRACTOR shall furnish CONTRACTOR with information and drawings relative to such equipment, plant and facilities as CONTRACTOR may request. Upon written order of CONTRACTOR, SUBCONTRACTOR shall discontinue operation of unsatisfactory plant, equipment or facilities and shall either modify the unsatisfactory items or remove such items from the Jobsite. SUBCONTRACTOR shall not remove construction plant, equipment, or tools from the Jobsite before the Work is finally accepted, without CONTRACTOR'S written approval. SUBCONTRACTOR shall obtain CONTRACTOR'S radiological release of all equipment used in radiological areas before removal if required by CONTRACTOR. GP-18 FIRST-AID FACILITIES: Where CONTRACTOR or OWNER have first-aid facilities at the Jobsite they may, at their option, make available their first-aid facilities to treat employees of SUBCONTRACTOR who may be injured or become ill while performing the Work under this subcontract. If first-aid facilities and/or services are made available to SUBCONTRACTOR'S employees, then, in consideration for the use of such facilities and the receipt of such services, SUBCONTRACTOR hereby agrees: (a) To release, defend, indemnify, and hold harmless CONTRACTOR, OWNER, and their authorized representatives, successors or assigns, and all of their officers and employees from and against any and all claims, demands, liabilities, including attorney's fees, arising from the receipt of such services or the use of such facilities by SUBCONTRACTOR'S employees, except for claims and demands arising out of the sole active negligence of CONTRACTOR, OWNER, or any of their representatives, (b) Upon receipt of any notice from CONTRACTOR or OWNER of any such claim, demand, or liability being pursued against CONTRACTOR or OWNER, to not only undertake the defense of such claim, demand or liability, but also upon entry of judgment, to make any and all payments necessary there under, and (c) If any of SUBCONTRACTOR'S employees require off-site medical services, including transportation thereto, SUBCONTRACTOR shall promptly pay for such services directly to the providers thereof. GP-19 PROGRESS: SUBCONTRACTOR shall give CONTRACTOR full information in advance as to its plans for performing each part of the Work. If at any time, SUBCONTRACTOR'S actual progress is inadequate to meet the requirements of this Subcontract, CONTRACTOR may notify SUBCONTRACTOR who shall thereupon take such steps as may be necessary to improve its progress. If within a reasonable period as determined by CONTRACTOR, SUBCONTRACTOR does not improve performance, CONTRACTOR may require an increase in SUBCONTRACTOR'S labor force, the number of shifts, overtime operations, additional days of Work per week, and an increase in the amount of construction plant, all without additional cost to CONTRACTOR. Neither such notice nor CONTRACTOR'S failure to issue such notice shall relieve SUBCONTRACTOR of its obligation to achieve the quality of Work and rate of progress required by this Subcontract. Failure of SUBCONTRACTOR to comply with CONTRACTOR'S instructions may be grounds for determination by CONTRACTOR that SUBCONTRACTOR is not prosecuting the Work with such diligence as will assure completion within the times specified. Upon such determination, CONTRACTOR may terminate, in accordance with the applicable provisions of this Subcontract, SUBCONTRACTOR'S right to proceed with the performance of the Subcontract. GP-20 EXAMINATION OF SUBCONTRACTOR'S RECORDS AND ACCOUNTS: SUBCONTRACTOR shall maintain records and accounts in connection with the performance of this Subcontract, which will accurately document incurred costs, both direct and indirect, of whatever nature. If CONTRACTOR or OWNER establishes uniform codes of accounts for the Project, SUBCONTRACTOR shall use such codes in identifying its records and accounts. CONTRACTOR, OWNER, or their representatives shall have the right to examine at all reasonable times, with advance notification, such records and accounts for the limited purpose of verifying requests for payment when costs are the basis of such payment and for evaluating the reasonableness of proposed Subcontract price adjustments and claims. GP-21 PATENT AND INTELLECTUAL PROPERTY INDEMNITY: (RESERVED) GP-22 LAWS, REGULATIONS, AND DOE DIRECTIVES: A. In performing Work under this Subcontract, SUBCONTRACTOR shall comply with all applicable Federal, State, and local laws and regulations, as well as DOE Orders and DOE Directives applicable to the Work under this Subcontract, and such compliance shall be a material requirement of this Subcontract unless relief has been granted in writing by the appropriate regulatory agency. A list of Applicable Laws and Regulations may be appended to this Subcontract for information purposes. Omission of any applicable law or regulation from such appendix does not affect the obligation of the Subcontractor to comply with such law or regulation pursuant to this clause. B. The Subcontractor shall comply with the requirements of those DOE directives, or parts thereof, identified in the List of Applicable Directives appended to this subcontract. Except as otherwise provided in paragraph C of this clause, CONTRACTOR may at any time revise these requirements by unilateral modification to the Subcontract to add, modify, or delete specific requirements. If any modification causes an increase or decrease in the cost or time required for performance of the Work under this Subcontract, the process set forth in the General Provision entitled "CHANGES" shall apply. C. Environmental Safety and Health (ES&H) requirements appropriate for Work conducted under this Subcontract may be determined by a DOE-approved process to evaluate the Work and the associated hazards and identify an appropriately tailored set of standards, practices, and controls, such as a tailoring process included in a DOE-approved Safety Management system implemented under the clause entitled "Integrated Safety Management". When such a process is used, the set of tailored ES&H requirements, as approved by DOE pursuant to the process, shall be incorporated into the Subcontract with full force and effect. These tailored requirements shall supersede, in whole or in part, the ES&H requirements previously made applicable to the Subcontract. If the tailored set of requirements identifies an alternative requirement of applicable law or regulation, the Subcontractor shall request an exemption or other appropriate regulatory relief specified in the regulation. D. The SUBCONTRACTOR is responsible for compliance with the requirements made applicable to this Subcontract regardless if the SUBCONTRACTOR or its subcontractors at any tier complete the Work. The SUBCONTRACTOR is responsible for flowing down the necessary provisions in this Subcontract to its subcontractors at any tier. GP-23 TERMINATION FOR DEFAULT: Notwithstanding any other provisions of this Subcontract, SUBCONTRACTOR shall be considered in default of its contractual obligations under this Subcontract if it: (a) Performs work that fails to conform to the requirements of this Subcontract; (b) Fails to make progress so as to endanger performance of this Subcontract; (c) Abandons or refuses to proceed with any of the Work, including modifications directed pursuant to the General Provision clause titled "CHANGES;" (d) Fails to fulfill or comply with any of the terms of this Subcontract; (e) Engages in behavior that is dishonest, fraudulent, or constitutes a conflict of interest with SUBCONTRACTOR'S obligations under this Subcontract; or if (f) SUBCONTRACTOR becomes insolvent or makes a general assignment for the benefit of creditors or reasonable grounds for insecurity arise with respect to SUBCONTRACTOR'S performance. Upon the occurrence of any of the foregoing, CONTRACTOR shall notify SUBCONTRACTOR in writing of the nature of the failure and of CONTRACTOR'S intention to terminate the Subcontract for default. If SUBCONTRACTOR does not cure such failure within seven (7) calendar days from receipt of notification, or sooner as required by CONTRACTOR if safety to persons is involved, or fails to provide satisfactory evidence that such default will be corrected within a reasonable time, CONTRACTOR may, by written notice to SUBCONTRACTOR and without notice to SUBCONTRACTOR'S sureties, if any, terminate in whole or in part SUBCONTRACTOR'S right to proceed with the Work and CONTRACTOR may prosecute the Work to completion by contract or by any other method deemed expedient. CONTRACTOR may take possession of and utilize any data, designs, licenses, equipment, materials, plant, tools, and property of any kind furnished by SUBCONTRACTOR and necessary to complete the Work. SUBCONTRACTOR and its sureties, if any, shall be liable for all costs in excess of the Subcontract price for such terminated work reasonably and necessarily incurred in the completion of the Work as scheduled, including cost of administration of any purchase order or subcontract awarded to others for completion. Upon termination for default, SUBCONTRACTOR shall: (a) Immediately discontinue work on the date and to the extent specified in the notice and place no further purchase orders or subcontracts to the extent that they relate to the performance of the terminated work; (b) Inventory, maintain, and turn over the CONTRACTOR all data, designs, licenses, equipment, materials, plant, tools, and property furnished by SUBCONTRACTOR or provided by CONTRACTOR for performance of the terminated work; (c) Promptly obtain cancellation upon terms satisfactory to CONTRACTOR of all purchase orders, subcontracts, rentals, or any other agreements existing for performance of the terminated work or assign those agreements as directed by CONTRACTOR; (d) Cooperate with the CONTRACTOR in transfer of data, designs, licenses and information and disposition of work in progress so as to mitigate damages; (e) Comply with other reasonable requests from CONTRACTOR regarding the terminated work; and (f) Continue to perform in accordance with all of the terms and conditions of this Subcontract of such portion of the Work that is not terminated. If, after termination pursuant to this clause, it is determined for any reason that SUBCONTRACTOR was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the General Provision clause titled "TERMINATION FOR CONVENIENCE." GP-24 TERMINATION FOR CONVENIENCE: CONTRACTOR may, at its option, terminate for convenience any of the Work under this Subcontract in whole or, from time to time, in part, at any time by written notice to SUBCONTRACTOR. Such notice shall specify the extent to which the performance of the Work is terminated and the effective date of such termination. Upon receipt of such notice SUBCONTRACTOR shall: (a) Immediately discontinue the Work on the date and to the extent specified in the notice and place no further purchase orders or subcontracts for materials, services, or facilities, other than as may be required for completion of such portion of the Work that is not terminated. (b) Promptly obtain assignment or cancellation upon terms satisfactory to CONTRACTOR of all purchase orders, subcontracts, rentals, or any other agreements existing for the performance of the terminated work or assign those agreements directed by CONTRACTOR; (c) Assist CONTRACTOR in the maintenance, protection, and disposition of work in progress, plant, tools, equipment, property, and materials acquired by SUBCONTRACTOR or furnished by CONTRACTOR under this Subcontract; and (d) Complete performance of such portion of the Work that is not terminated. Upon any such termination, SUBCONTRACTOR hereby waives any claims for damages, including loss of anticipated profits; on account thereof, but as the sole right and remedy of SUBCONTRACTOR, CONTRACTOR shall pay in accordance with the following: (a) The subcontract price corresponding to the work performed in accordance with this Subcontract before such notice of termination; (b) All reasonable costs for work thereafter performed, as specified in such notice; (c) Reasonable administrative costs of settling and paying claims arising from terminating work under purchase orders or subcontracts; (d) Reasonable costs incurred in demobilization and the disposition of residual material, plant, and equipment; and (e) A reasonable overhead and profit on items (a) through (e) of this clause. SUBCONTRACTOR shall submit within thirty (30) calendar days after receipt of notice of termination, a written statement setting forth its proposal for an adjustment to the subcontract price to include only the incurred costs described in this clause. CONTRACTOR shall review, analyze, and verify such proposal, and negotiate an equitable adjustment, and the Subcontract shall be modified accordingly. GP-25 CHANGES: CONTRACTOR may at any time, by written order and without notice to the sureties, if any, make changes within the general scope of this Subcontract. If any such change causes an increase or decrease in the cost of or the time required for performance of any part of the Work under this Subcontract, CONTRACTOR shall, subject to the requirements below, make an equitable adjustment in the Subcontract price, the delivery schedule, or both, and shall modify the Subcontract. SUBCONTRACTOR must assert its right to an adjustment under this clause in writing within 10 days from the date of receipt of the written order. However, if CONTRACTOR decides that the facts justify it, CONTRACTOR may receive and act upon a proposal submitted before final payment of the Subcontract. SUBCONTRACTOR must submit a proposal for equitable adjustment in accordance with the General Provision entitled "EQUITABLE ADJUSTMENT" within 20 days of the written assertion in the above paragraph. If SUBCONTRACTOR'S proposal includes the cost of property made obsolete or excess by the change, CONTRACTOR shall have the right to prescribe the manner of the disposition of the property. Failure to agree to any adjustment shall be a dispute under the General Provision entitled "DISPUTES." However, nothing in this clause shall excuse SUBCONTRACTOR from proceeding with the Subcontract as changed. Any other written or oral order (which as used in this paragraph includes direction, instruction, interpretation, or determination) from CONTRACTOR that SUBCONTRACTOR alleges causes a change may be treated as a change order under this clause, provided that SUBCONTRACTOR gives CONTRACTOR written notice within 5 days of the action stating (1) the date, circumstances, and source of the order and (2) that SUBCONTRACTOR regards the order as a change. SUBCONTRACTOR must submit a proposal for equitable adjustment in accordance with the General Provision entitled "EQUITABLE ADJUSTMENT" within 20 days of the written notice. GP-26 DIFFERING SITE CONDITIONS: SUBCONTRACTOR shall promptly notify CONTRACTOR in writing before proceeding with any Work that SUBCONTRACTOR believes to involve a differing site condition with respect to subsurface or latent physical conditions at the Site differing materially from those indicated in the Subcontract, or previously unknown physical conditions at the Site of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Subcontract. Nothing in this clause shall excuse SUBCONTRACTOR from proceeding with any other Work under the Subcontract not directly associated with the condition subject to this notice. The notification must be specific in its description of the differing site condition. CONTRACTOR will, as promptly as practicable, investigate such conditions and notify SUBCONTRACTOR in writing of its determination. If it is determined that such condition do materially so differ and cause an increase or decrease in SUBCONTRACTOR'S cost of or the time required for performance of the Work under the Subcontract, an adjustment will be made and the Subcontract modified in writing accordingly. However, in no way shall such determination constitute an acknowledgment that any other differing site conditions may exist. No claim of SUBCONTRACTOR under this clause will be allowed unless SUBCONTRACTOR has promptly given the required notice and asserted its right for an adjustment by submission of a Request for Equitable Adjustment (REA) in the form of a proposal and estimate within thirty (30) days after receipt of CONTRACTOR'S written determination of a differing site condition in accordance with the General Provision entitled "EQUITABLE ADJUSTMENT." Failure to agree to the existence of a differing site condition or any adjustment shall be a dispute under the General Provision entitled "DISPUTES." GP-27 EQUITABLE ADJUSTMENT: Time is of the essence, and SUBCONTRACTOR' Request for Equitable Adjustment (REA) must be submitted to CONTRACTOR within the schedule prescribed in the General Provision entitled "CHANGES", and/or the General Provision entitled "DIFFERING SITE CONDITIONS", and/or the schedule prescribed in the General Provision entitled "GOVERNMENT PROPERTY," as applicable. An adjustment in the price cannot be made until such time as SUBCONTRACTOR'S REA has been submitted to and accepted by CONTRACTOR, and negotiations have been completed. A. The REA shall provide both a firm-fixed-price proposal and narrative which, at a minimum, addresses the following items: 1. Line items that have been or may be affected; 2. Labor or materials or both that have been or may be added, deleted, or made obsolete; 3. Delays and disruptions in the manner and sequence of performance and the effect on continued performance that have been or may be encountered; 4. An estimate of adjustments to Subcontract price, delivery schedule, and other provisions that are affected; 5. SUBCONTRACTOR'S costs incurred to date; and 6. An estimate of the time and costs required completing the Work affected. The narrative must be in a format to enable an independent third party to review and understand the proposal. Pricing and/or cost data shall be supplied in a manner and level requested by CONTRACTOR to support the fixed-price proposal. SUBCONTRACTOR subsequently shall not be entitled to increase the value of the REA to address elements of cost or impact that were not included with the REA. B. An equitable adjustment in the schedule and/or Subcontract price will be allowed only if: (1) SUBCONTRACTOR has complied with the requirements of the General Provisions entitled "CHANGES," "DIFFERING SITE CONDITIONS," and/or "GOVERNMENT PROPERTY," as applicable; and (2) the REA was submitted within the time allotted. SUBCONTRACTOR shall waive its right for adjustment if it fails to comply with the instructions provided herein. GP-28 SUSPENSION OF WORK: CONTRACTOR may at any time by written notice require SUBCONTRACTOR to suspend, delay, or interrupt all or any portion of the Work under this Subcontract for a period of up to 90-days after the notice to suspend Work is delivered to SUBCONTRACTOR, or for any other period to which the Parties may agree. Upon receipt of the notice, SUBCONTRACTOR shall immediately comply with its provisions and take all reasonable steps, as directed by CONTRACTOR'S Procurement Representative, to minimize the incurrence of cost associated with the suspension. Prior to the expiration of the suspension notice, CONTRACTOR shall either: (1) cancel or extend the notice or (2) terminate for convenience the Work covered by the notice as provided in the General Provision entitled "TERMINATION FOR CONVENIENCE." If the suspension notice is cancelled or allowed to expire, SUBCONTRACTOR shall resume Work. The General Provision entitled "CHANGES" shall govern any requested adjustment by SUBCONTRACTOR resulting from a suspension of Work notice. GP-29 NONDISCLOSURE: Unless otherwise provided in this Subcontract or by statutory requirement, SUBCONTRACTOR agrees not to divulge to third parties (excluding lower tier subcontractors or suppliers with a need to know and who first execute a nondisclosure agreement), without the written consent of CONTRACTOR, any information (including but not limited to data, photographs, sketches, and advertising) obtained from or through CONTRACTOR in connection with the performance of this Subcontract. If so requested by CONTRACTOR, SUBCONTRACTOR further agrees to require its Employees to execute a nondisclosure agreement prior to performing any Work under this Subcontract. Further, if so requested by CONTRACTOR, SUBCONTRACTOR agreed to execute and to require its employees and subcontractors to execute, a DOE-approved agreement with any party whose facilities or proprietary data it is given access to or is furnished, restricting use and disclosure of the date or the information obtained from the facilities. GP-30 PUBLICITY AND ADVERTISING: SUBCONTRACTOR shall not make any announcement, take any photographs, or release any information concerning this Subcontract, 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. GP-31 GOVERNMENT PROPERTY: (RESERVED) GP-32 SUBCONTRACTOR RESPONSIBILITIES: SUBCONTRACTOR represents that it is fully experienced, properly qualified, registered, licensed, equipped, organized, trained, and financed to perform the Work under this Subcontract. Except as otherwise specified, SUBCONTRACTOR shall procure and pay for all permits and licenses and inspections (other than those performed by CONTRACTOR) required to perform the Work hereunder. This includes but is not necessarily limited to identifying if such permits and licenses are required, compiling the information and data required to obtain the permits or licenses, and filing the applications for such permits and licenses. SUBCONTRACTOR shall include the application for and implementation of all permits and licenses in its schedules and identify as schedule milestones all permit-required inspections and approvals. GP-33 SUBCONTRACT INTERPRETATION: All questions concerning interpretation or clarification of this Subcontract or applicable standards and codes, including the discovery of conflicts, discrepancies, errors and omissions, or the acceptable performance thereof by SUBCONTRACTOR shall be immediately submitted in writing to CONTRACTOR for resolution. Subject to the provisions of the General Provision entitled "CHANGES," all determinations, instructions, and clarifications of CONTRACTOR shall be final and conclusive unless determined 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. Changes accepted and performed by SUBCONTRACTOR personnel outside of the Subcontract without written authorization from CONTRACTOR shall be the responsibility of SUBCONTRACTOR. GP-34 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 conflict between any referenced standards and codes and any Subcontract document, the Subcontract documents shall govern. GP-35 TAXES: The Subcontract price shall be exclusive of any federal, state or local sales, use, or excise taxes, levied upon, or measured by the sale, the sales price, or use of goods in connection with the Work under this Subcontract. SUBCONTRACTOR shall list separately on each invoice or voucher any such tax lawfully applicable to such goods and payable by CONTRACTOR with respect to which CONTRACTOR does not furnish to SUBCONTRACTOR lawful evidence of exemption. SUBCONTRACTOR shall comply with any reasonable request by CONTRACTOR regarding payments under protest, and regarding any refunds, claims litigation or proceedings with respect to any such taxes and shall make appropriate adjustments to afford CONTRACTOR the benefit of any refund or reduction in such taxes. GP-36 WORKER HEALTH AND SAFETY PROGRAM: (RESERVED) GP-37 FINAL INSPECTION AND ACCEPTANCE: When SUBCONTRACTOR considers the Work or any CONTRACTOR-identified independent 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 and then have the nonconforming Work re-inspected until all requirements are satisfied. GP-38 BACK-CHARGE WORK: If, under the provisions of this Subcontract, SUBCONTRACTOR is notified by CONTRACTOR to correct defective or nonconforming Work, and SUBCONTRACTOR states or by its actions indicates that it is unable or unwilling to proceed with corrective action in a reasonable time, CONTRACTOR may, upon written notice, proceed to accomplish the redesign, repair, rework, or replacement of nonconforming Work by the most expeditious means available and back-charge SUBCONTRACTOR for the costs incurred. Furthermore, if CONTRACTOR agrees to or is required to perform Work for SUBCONTRACTOR, such as cleanup, off-loading, or completion of incomplete Work, CONTRACTOR may, upon written notice, perform such Work by the most expeditious means available and back-charge SUBCONTRACTOR for the costs incurred. The cost of back-charge Work shall include: A. Incurred labor costs including all payroll additives; B. Incurred net delivered material costs; C. Incurred lower-tier supplier and subcontractor costs directly related to performing the corrective action; D. Equipment and tool rentals at prevailing rates in the Jobsite area; and E. A multiplier that will be applied to the total of Items A through D for CONTRACTOR'S overhead, supervision and administrative costs. This multiplier will be based on CONTRACTOR'S established rates. The back-charge notice will request SUBCONTRACTOR'S concurrence for CONTRACTOR to proceed with the required Work. However, failure of SUBCONTRACTOR to grant such concurrence shall not impair CONTRACTOR'S right to proceed with Work under this or any other provision of this Subcontract. CONTRACTOR shall separately invoice or deduct from payments otherwise due to SUBCONTRACTOR the costs as provided herein. CONTRACTOR'S right to back-charge is in addition to any and all other rights and remedies provided in this Subcontract or by law. The performance of back-charge Work by CONTRACTOR shall not relieve SUBCONTRACTOR of any of its responsibilities under this Subcontract, including but not limited to express or implied warranties, specified standards for quality, contractual liabilities and indemnification, and meeting the Subcontract Milestones of the Special Provision entitled "COMMENCEMENT, PROSECUTION, and AND COMPLETION OF THE WORK." GP-39 SITE CONDITIONS AND NATURAL RESOURCES: SUBCONTRACTOR assumes sole responsibility for interpretation of any records of investigations of conditions in areas where Work is to be performed. Neither CONTRACTOR nor the OWNER assumes any responsibility whatsoever with respect to the sufficiency or accuracy of such investigations, the records thereof, or the representations set forth. There is no warranty or guarantee, either express or implied, that the conditions indicated by such investigations, or records thereof, are representative of those existing throughout such areas, or any part thereof, or that unforeseen developments may not occur, or that materials other than or in proportions different from those indicated may not be encountered. SUBCONTRACTOR shall have the sole responsibility for satisfying itself concerning the nature and location of the Work and the general and local conditions, including but not limited to the following: A. Transportation, access, disposal, handling, and storage of materials; B. Availability and quality of labor, water, electric power, and road conditions; C. Climatic conditions, tides, and seasons; D. River hydrology and river stages; E. Physical conditions at the Jobsite and the Project area as a whole; F. Subsurface geology; G. Topography and ground surface conditions; H. Equipment and facilities needed preliminary to and during the performance of the Work; I. Radiological conditions of surface or subsurface. The failure of SUBCONTRACTOR to acquaint itself with any applicable conditions will not relieve SUBCONTRACTOR of the responsibility for properly estimating either the difficulties, time, or cost of successfully performing SUBCONTRACTOR'S obligations under this Subcontract. GP-40 CLEANING UP: SUBCONTRACTOR shall at all times keep its Work areas in a neat, clean, and safe condition. Upon completion of any portion of the Work, SUBCONTRACTOR shall promptly remove from the Work area all its equipment, construction plant, temporary structures, and surplus materials not to be used at or near the same location during later stages of the Work. Upon completion of the Work and prior to final payment, SUBCONTRACTOR shall at its expense satisfactorily dispose of all rubbish; remove all plant, buildings, equipment, and materials belonging to SUBCONTRACTOR; and return to CONTRACTOR'S warehouse or Jobsite storage area all salvageable CONTRACTOR or Government-supplied materials or equipment. SUBCONTRACTOR shall leave the premises in a neat, clean, and safe condition. In the event of SUBCONTRACTOR'S failure to comply with the foregoing requirements, CONTRACTOR may accomplish it at SUBCONTRACTOR'S expense. GP-41 COMMERCIAL ACTIVITIES: Neither SUBCONTRACTOR nor its Employees shall establish any commercial activity or issue concessions or permits of any kind to third parties for establishing commercial activities on the Jobsite or any other lands owned or controlled by CONTRACTOR or the OWNER. GP-42 COOPERATION WITH OTHERS: CONTRACTOR, the OWNER, other contractors, and other subcontractors may be working at the Jobsite during the performance of this Subcontract, and SUBCONTRACTOR'S Work or use of certain facilities may be interfered with as a result of such concurrent activities. CONTRACTOR reserves the right to require SUBCONTRACTOR to schedule the order of performance of the Work in such a manner as will minimize interference with work of any of the Parties involved. GP-43 ILLUMINATION AND SIGNAGE: When any Work is performed at night or where daylight is obscured, SUBCONTRACTOR shall, at its expense, provide artificial light sufficient to permit Work to be carried on efficiently, satisfactorily, and safely and to permit thorough inspection. During such time periods, the access to the place of Work shall also be clearly illuminated. All wiring for electric light and power shall be installed and maintained in a safe manner and meet all applicable codes and standards. SUBCONTRACTOR shall post signage as required by and in accordance with applicable laws, regulations, ordinances and/or the Subcontract. In the event SUBCONTRACTOR proposes to post signage other than that as required above, SUBCONTRACTOR shall provide to the CONTRACTOR a description of the proposed signage to be posted, including size, color, content, configuration, sign location and the duration the sign is to remain in place. SUBCONTRACTOR shall not post any proposed sign until CONTRACTOR has approved the proposed posting. GP-44 LIENS: SUBCONTRACTOR shall neither file nor permit to be filed or imposed any laborer's, material men's, mechanics, or other lien with respect to the work to be performed or material furnished or on any part of the property on which work is performed hereunder and hereby waives any right to file or cause such a lien to be filed. In the event any claim has been asserted against SUBCONTRACTOR, CONTRACTOR or OWNER, or any lien has been filed with respect to the work, further payment shall not become due until all such claims or liens have been satisfied, released and/or discharged of record without cost or expense to CONTRACTOR. CONTRACTOR may, in default of SUBCONTRACTOR's obligation to do so, procure the release, satisfaction and discharge of any such claim or lien, and deduct all costs and expenses incurred in so doing from any money due or to become due hereunder; or if final payment has been made, SUBCONTRACTOR shall reimburse CONTRACTOR for all monies paid to discharge any such claim or lien, including the cost and expense thereof. GP-45 CLAIMS: "Claim," as used in this clause, means a written demand or written assertion by one of the contracting Parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of Subcontract terms, or other relief arising under or derived from the Subcontract as a result of CONTRACTOR action or omission such that it would constitute a claim. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim hereunder. Disputes between the Parties hereto shall be determined in accordance with applicable law and the Subcontract. A claim, as described above, shall be made in writing and submitted to CONTRACTOR in advance of a request for final payment under the terms of the Subcontract. In the event of a claim by CONTRACTOR against SUBCONTRACTOR, which CONTRACTOR contends should involve adjustment of the Subcontract; CONTRACTOR shall promptly give written notice to SUBCONTRACTOR of any such claims. SUBCONTRACTOR shall proceed diligently with performance of this Subcontract pending final resolution of any request for relief, claim, appeal, or action arising under this Subcontract and comply with any decision of CONTRACTOR. CONTRACTOR may issue a final written decision regarding the dispute and directing SUBCONTRACTOR to continue performance accordingly. CONTRACTOR'S decision shall be final unless SUBCONTRACTOR pursues resolution of the dispute in accordance with the General Provision entitled "DISPUTES." Should SUBCONTRACTOR ultimately prevail regarding any dispute, the final decision shall be deemed a change pursuant to the General Provision entitled "CHANGES." GP-46 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. 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. This Agreement shall be governed by and construed in accordance with the laws and judicial decisions of the State of Nevada, without regard to its principles of conflicts of law. SUBCONTRACTOR further agrees that the sole and exclusive venue for any suit arising out of, or seeking to enforce, the terms of this Agreement shall be in a State or Federal Court of competent subject matter jurisdiction situated in the State of Nevada. GP-47 GOVERNMENT CLAUSES: The appearance of a Department of Energy (DOE) or other Federal Agency Prime Contract number on the face of this Subcontract shall conclusively establish the applicability, as well as the incorporation into this Subcontract, of any of the agency's clauses referenced herein to the extent applicable to SUBCONTRACTOR'S scope of work hereunder, including but not limited to those clauses listed in the General Provision entitled "GOVERNMENT CLAUSES INCORPORATED BY REFERENCE." The obligations of CONTRACTOR to the OWNER as provided in the following General Provisions shall be deemed to be the obligations of SUBCONTRACTOR to CONTRACTOR. Whenever necessary to make the context of the General Provisions set forth below applicable to this Subcontract, the term "CONTRACTOR" shall mean SUBCONTRACTOR, the term "SUBCONTRACTOR" shall mean sub-tier subcontractor, the term "Contract" shall mean this Subcontract, the term "Subcontract" shall mean "lower-tier subcontract," and where noted or where necessary to derive proper meaning in a subcontract situation, the terms "CONTRACTOR," "OWNER," "Government," "Contracting Officer," and equivalent phrases shall mean Stoller-Navarro Joint Venture (SNJV), except the terms "Government" and "Contracting Officer" do not change: 1. In the phrases "Government Property," "Government-Furnished Property," "Government-Owned Property," "Government Equipment," "Government-Owned Equipment," or where otherwise intended that title ownership or rights remain with the Government for Government-furnished property; 2. When a right, act, authorization, or obligation can be granted or performed only by a duly authorized representative of the Government; 3. When access to proprietary financial information or other proprietary data is required; and 4. When title to property is to be transferred directly to the Government. GP-48 SUSPECT/COUNTERFEIT ITEM (S/CI) If suspect/counterfeit items are identified as being used under this Subcontract, such parts shall be removed by the SUBCONTRACTOR. The SUBCONTRACTOR shall promptly replace such parts with those acceptable to the CONTRACTOR, and the SUBCONTRACTOR shall be liable for all costs relating to the impoundment, removal and replacement. A system shall be established to ensure that procured items and services meet established requirements and perform as specified. Prospective suppliers shall be evaluated and selected on the basis of SUBCONTRACTOR specified criteria. The SUBCONTRACTOR shall ensure that approved suppliers provide acceptable items and services. The system shall specify the review and approval process for procurement documents commensurate with the application of the purchased item or service. The SUBCONTRACTOR QA Plan shall identify suspect/counterfeit item controls as discussed in the following: SUBCONTRACTOR shall implement S/CI controls to the extent commensurate with the risks posed by the facility and ensure that the controls contribute to a hazard-free workplace. Fasteners, piping, valves and flanges bearing labels that falsely indicate that the items meet recognized ASME or ASTM consensus standards are considered suspect/counterfeit parts. The S/CI program shall be applied to critical applications and/or critical load path applications. Critical applications include the use of components in nuclear or high hazard applications that potentially could harm workers in the public or adversely affect the environment. Critical load path applications include components in lifting, hoisting, and rigging applications whose failure has the potential to damage other components used in either nuclear or high hazard applications. The S/CI Controls Program shall include the following: • Unless specified otherwise, supplies and components delivered under this Subcontract shall be new (not used, reconditioned, or repaired) and shall not be of such an age or so deteriorated as to impair their usefulness or safety. • Fasteners shall conform to the standards and a specification to which the manufacturer represents it has been manufactured. • All molded case circuit breakers shall be Underwriters' Laboratory (UL) rated, listed, approved, and accordingly labeled. Molded case circuit breakers that cannot be substantiated as new shall be rejected. • SUBCONTRACTOR procedures shall preclude the introduction of S/CIs by: a. Identifying technical and quality assurance requirements in procurement specifications; b. Only accepting items that comply with procurement specifications; and c. Inspecting inventory and storage areas to identify, control and disposition S/CIs. GP-49 GOVERNMENT CLAUSES INCORPORATED BY REFERENCE: This Subcontract incorporates certain provisions by reference with the same force and effect as if they appeared in full text. In the event the Subcontract includes an identical provision, the U.S. Department of Energy provision in this document takes precedence. Non-applicable clauses are self-deleting. The FAR and DEAR may be obtained from Government Web sites http://www.arnet.gov/far/ for FAR and http://www.pr.doe.gov/dear.html for DEAR. The following clauses are hereby incorporated by reference: FAR 52.202-1 DEFINITIONS (DEC 2001) ALTERNATE I (MAY 2001) AS MODIFIED BY 952.202-1 (MAR 2002) FAR 52.203-3 GRATUITIES (APR 1984) FAR 52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984) FAR 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT ALTERNATE I (JUL 1995) FAR 52.203-7 ANTI-KICKBACK PROVISIONS (JUL 1995) FAR 52.203-8 CANCELLATIONS, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997) FAR 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997) FAR 52.203-12 LIMITATION OF PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (JUN 1997) FAR 52.204-4 PRINTING/COPYING DOUBLE SIDED ON RECYCLED PAPER (AUG 2000) FAR 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (JUL 1995) FAR 52.215-2 AUDIT AND RECORDS-NEGOTIATION (JUN 1999) FAR 52.215-10 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (OCT 1997) FAR 52.215-11 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA - MODIFICATIONS (OCT 1997) FAR 52.215-12 SUBCONTRACTOR COST OR PRICING DATA (OCT 1997) FAR 52.215-13 SUBCONTRACTOR COST OR PRICING DATA - MODIFICATIONS (OCT 1997) FAR 52.215-19 NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997) FAR 52.215-21 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA-MODIFICATIONS (OCT 1997) FAR 52.216-7 ALLOWABLE COST AND PAYMENT (DEC 2002) and Alt II (DEAR 952.216-7) FAR 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (MAY 2004) FAR 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN Alternate II (OCT 2001) FAR 52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997) FAR 52.222-3 CONVICT LABOR (AUG 1996) FAR 52.222-6 DAVIS-BACON ACT (FEB 1995) FAR52.222.20 WALSH-HEALEY PUBLIC CONTRACTS ACT (DEC 1996) FAR 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999) FAR 52.222-26 EQUAL OPPORTUNITY (APR 2002) FAR 52.222-35 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA VETERANS (APR 1988) As Modified By DOE HQ 99-03 (MAY 1999) FAR 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 1998) FAR 52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHE ELIGIBLE VETERANS (DEC 2001) FAR 52.223-5 POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION (APR 1998) FAR 52.223-6 DRUG-FREE WORKPLACE (MAY 2001) FAR 52.223-13 CERTIFICATE OF TOXIC CHEMICAL RELEASE REPORTING (OCT 2000) FAR 52.223-14TOXIC CHEMICAL RELEASE REPORTING (AUG 2003) FAR 52.227-1 AUTHORIZATION AND CONSENT (JUL 1995) FAR 52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (AUG 1996) FAR 52.227-3 PATENT INDEMNITY (APR 1984) FAR 52.227-13 PATENT RIGHTS - ACQUISITION BY THE GOVERNMENT (SEP 1997) FAR 52.227-14 RIGHTS IN DATA - GENERAL (JUN 1987) with Alternate V, DEAR 927.409(a) (1) and Alt VI (DEAR 952.227-14) FAR 52.227-16 ADDITIONAL DATA REQUIREMENTS (JUN1997) FAR 52.227-17 RIGHTS IN DATA - SPECIAL WORKS (JUN 1987) FAR 52.228-15 PERFORMANCES AND PAYMENT BONDS-CONSTRUCTION FAR 52.230-2 COST ACCOUNTING STANDARDS (APR 1998) FAR 52.230-3 DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES (APR 1998) FAR 52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS (NOV 1999) FAR 52.232-22 LIMITATION OF FUNDS (APR 1984) FAR 52.232-23 ASSIGNMENT OF CLAIMS (JAN 1986) FAR 52.233-1 DISPUTES ALTERNATE I (DEC 1991) FAR 52.233-2 SERVICE OF PROTEST (AUG 1996) FAR 52.233-3 PROTEST AFTER AWARD Alternate I (JUN 1985) FAR 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT AND VEGETATION (APR 1984) FAR 52.237-3 CONTINUITY OF SERVICES (JAN 1991) FAR 52.242-13 BANKRUPTCY (JUL 1995) FAR 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (APR 2003) FAR 52.245-5 GOVERNMENT PROPERTY (COST-REIMBURSEMENT, TIME-AND-MATERIAL, OR LABOR-HOUR CONTRACTS) (JAN 1996) AS MODIFIED BY 952.245-6 FAR 52.246-25 LIMITATION OF LIABILITY-SERVICES (FEB 1997) FAR 52.247-63 PREFERENCE FOR U.S. FLAG AIR CARRIERS (JAN 1997) FAR 52.247-64 PREFERENCE FOR PRIVATELY OWNED U.S.-FLAG COMMERCIAL VESSELS (JUN 2000) U.S. DEPARTMENT OF ENERGY SUPPLEMENT DEAR 952.204-2 SECURITY (MAY 2002) DEAR 952.204-70 CLASSIFICATION/DECLASSIFICATION (SEP 1997) DEAR 952.204-73 FACILITY CLEARANCE (MAY 2002) DEAR 952.208-70 PRINTING (APR 1984) DEAR 952.209-72 ORGANIZATIONAL CONFLICT OF INTEREST (JUN 1997) with Alternate 1 DEAR 952.223-71 INTEGRATION OF ENVIRONMENT, SAFETY, AND HEALTH INTO WORK PLANNING AND EXECUTION (DEC 2000) DEAR 952.223-72 RADIATION PROTECTION AND NUCLEAR CRITICALITY (APR 1984) DEAR 952.223-75 PRESERVATION OF INDIVIDUAL OCCUPATIONAL RADIATION EXPOSURE RECORDS (APR 1984) DEAR 952.224-70 PAPERWORK REDUCTION ACT (APR 1997) DEAR 952.227-9 REFUND OF ROYALTIES (FEB 1995) DEAR 952.231-71 INSURANCE - LITIGATION AND CLAIMS (APR 2002) DEAR 952.226-74 DISPLACED EMPLOYEE HIRING PREFERENCE (JUN 1997) DEAR 952.236-71 INSPECTION (APR 1994) DEAR 952.247-70 FOREIGN TRAVEL (DEC 2000) DEAR 970-5223-4 WORKPLACE SUBSTANCE ABUSE PROGRAMS AT DOE SITES (DEC 2000) SECTION J LIST OF ATTACHMENTS REQUEST FOR PROPOSAL NI10R0026 1. Attachment A, Exceptions and Deviations 2. Other Statements of Offerors 3. Attachment B, Badging Information Form 4. Attachment C, Prohibited Items SECTION J ATTACHMENT A Request for Proposal No. NI10R0026 Exceptions and Deviations Offeror submits herein any exceptions and deviations Offeror wishes to make to any part of the proposal documents, taking care to refer precisely to which part of the proposal documents the exception or deviation is being made. All exceptions and deviations shall be submitted in the form of amendments to the proposal documents and must list separately by each Exhibit. No exceptions or deviations to the proposal documents shall be recognized unless expressly set forth herein and all other terms and conditions of the proposal documents remain in full force and effect except as recognized herein. In addition, any special or unique terms and/or conditions that the Offeror wants considered must be provided with the proposal. Attempting to provide this type of information after the proposal due date may preclude the proposal from further consideration. Failure to complete this form may be cause for rejection of Offeror's proposal. ___ __ No deviations ________ Exceptions taken are detailed below or on a separate sheet of paper. No. Reference Exception or Deviation Reason Notes: List the Request for Proposal document location under the column above entitled "Reference" to which any proposed exception or deviation applies (i.e. Section B, etc.). Under "Reason" column, list the reason(s) for each exception or deviation. Offerors are requested to keep reasoning language as short as possible. Other Statements of Offerors Purpose: To obtain information regarding Offeror's safety performance and quality standards, which will be used to determine if a contractor/subcontractor is qualified to perform services for NNES. Instructions: Complete all sections of this form and return with your offer. Mark sections, which are not applicable "NA". PART A - BACKGROUND 1. Company name and division or operation group 2. Company address and telephone number. 3. Name(s) of persons to contact for additional information, including address and phone numbers. 4. Describe your type of work. 5. NAICS Code(s) 6. a. Total number of permanent employees b. Total number of "project hire" employees 7. LICENSES AND REGISTRATIONS. State Classification/Type (Contractor, Engineer, etc.) License Number(s) 8. MAJOR CONTRACTS. List five of the largest contracts completed during the past five (5) years, with special emphasis on transportation, treatment and disposal of polychlorinated biphenyl (PCB) waste. Contract Title/Scope Client $ Amount Scheduled Completion Actual Completion 9. MAJOR CURRENT CONTRACTS. List major contracts in progress. Contract Title/Scope Client Location $ Amount 10. Have you performed work for other DOE Prime Contractors in the past? Yes _____ No ____If yes, please provide date, location, and a contact person. REFERENCES: List client/agency, its representative, title and telephone number. Client Representative Telephone Bank: Bonding Company: Contact: Contact: Phone: Phone: D&B Rating: CRR No: PART B - HEALTH AND SAFETY PRACTICES 1. Do you have a written health and safety program? Yes _____ No _____ If yes, provide a copy of your safety program. 2. Are you willing to comply with the Navarro Nevada Environmental Services' Health & Safety Program if so directed by contract documents? Yes _____ No _____ If no, please explain: 3. List all EPA/DOT, NRC, OSHA or any corresponding State agency citations you have received in the last 3 years (Location, number of citations, type of citations, and specific violation(s)). PART C - MEDICAL PRACTICES 1. Do you conduct initial and annual update medical exams in accordance with 29CFR1910.126? Yes _____ No _____ If no, please explain: 2. NNES requires pre-employment drug screening for all employees and contractors performing work in exclusion zones. Do you currently conduct pre-employment drug screenings? Yes _____ No _____ If no, are you willing to conduct drug screening if so directed by contract documents? Yes ____ No ____ PART D - INSURANCE INFORMATION 1. List your firm's Experience Modification Rate for the 3 most recent years. This information shall be submitted on your Insurance Company's letter head, certifying the rate. 2006 _______ 2007 _______ 2008_______ 2009 _______ (if available) 2. Is your firm able to supply the limits of coverage in Column A? Indicate (yes) or (no) in Column B if there is an additional cost for this level of coverage. Indicate in Column C, your standard levels of coverage. Insurance Column A (required) Column B (added cost?) Column C (standard) Workers' Compensation $1,000,000 (yes) (no) (yes) (no) Comprehensive General Liability $5,000,000 (yes) (no) (yes) (no) 3. Will you be able to satisfy the mandatory requirement that NNES be named as an additional insured on your Comprehensive General Liability Insurance Policy? Yes No 4. Provide current example copy of insurance certificate and any additional information concerning your firm's coverage and/or limits which you feel is important. PART E - QUALITY ASSURANCE 1. Do you have an internal Quality Assurance Program applicable to your work activities? Yes _____ No _____ 2. Is the program documented in QA manual and/or written procedures? Yes ____ No ____ If yes, please provide a copy of the QA manual or the table of contents. 3. Have you previously been required by contract to have and implement a QA Program or work under a client's QA Program? Yes _____ No _____ If yes, when and with whom? Describe participation: 4. You will be required to comply with the NNES QA/QC Program or include specific NNES quality requirements in your Quality Assurance Program, if so directed by subcontract documents. 5. Which of the following QA practices do you normally perform? Yes No a. Design Reviews (such as checking, data review, peer review) b. Preventive Maintenance c. In-process Inspection d. Personnel Certification e. Record Maintenance f. Audits g. Personnel Certification j. Audits SUPPLEMENTARY INFORMATION PART F - SIGNATURE/CERTIFICATION By signing below, the contractor hereby certifies and represents that the information provided above is current, accurate, and complete. The contractor further certifies that it will notify the NNES Authorized Procurement Representatives of any changes to information provided. COMPANY NAME: __________________________________________________________________ ADDRESS: __________________________________________________________________________ ALTERNATE PAYMENT ADDRESS ___________________________________________________ Authorized Signature: Printed Name: Title: Date: *Note: PENALITIES FOR FALSE MISREPRESENTATION. 1) FAR 52.219 (e) (4) - Misrepresentations of business status as a small, small disadvantaged, woman-owned small, veteran-owned small (including service disabled), and HUBZone Small business concern for the purpose of obtaining a subcontract that is to be included as part or all of a goal contained in the Contractor's subcontracting plan, without remedy, can result in severe penalties. Additionally, 2) Under 15 U. S. C. 645 (d), any person who misrepresents a firm's status as a small, small disadvantaged, women-owned small, veteran owned small (including service disabled), and HUBZone small business concerns to order to obtain a contract to be awarded under the preference programs established pursuant to section 8 (a), 8 (d), 9 or 15 of the Small Business Act or any other provision of Federal law that specifically references section 8 (d) for a definition of program eligibility, shall (i) Be punished by imposition of find, imprisonment, or both; (ii) Be subject to administrative remedies, including suspension and debarment; and (iii) Be ineligible for participation in programs conducted under the authority of the Act. NEVADA TEST SITE (NTS) ENTRY REQUIREMENTS: I. AUTHORITY OF PERSONNEL The Contractor shall designate an Authorized Procurement Representative (APR) to serve as the point of contact for contractual matters concerning this purchase order/subcontract (Order) and a Technical Representative shall also be designated for technical matters. The Seller/Subcontractor shall identify representative(s) with authority to act on their behalf concerning contractual and technical matters concerning this Order. All correspondence shall be issued and received by the designated APR. The only individual authorized to direct the Seller/Subcontractor to deviate from the express written terms of the Order is the designated APR. The designated technical representative retains ultimate authority over the technical aspects of the Order. In the event the Seller/Subcontractor and the Subcontractor Technical Representative (STR) differ over the technical requirements of the Order, such matters shall be referred to the APR for resolution. II. SITE ENTRY REQUIREMENTS FOR SELLER PERSONNEL The Seller/Subcontractor shall contact the APR and/or STR to arrange for entry to the site. A badge or pass is required to enter. All Seller/Subcontractor personnel entering NTS must be US citizens and will be issued a visitors badge to come on the Site. On arrival at the NTS, all personnel must show government-issued picture identification. If naturalized, naturalization paper must be presented. The Badging Worksheet must be completed thoroughly and legibly for each driver coming onto the NTS and submitted to the APR a minimum of two (2) business days prior to arrival. Entry requirements may also include a brief orientation covering security, safety, and other topics specific to services being provided by the Seller/Subcontractor. The STR is responsible for coordinating and making these arrangements. The Seller/Subcontractor shall act independently and not as an agent of the Contractor or the Government in performing any services under this Order and shall maintain complete control and responsibility over its employees. Prohibited items will not be allowed onto the NTS. Family members, children, and pets also are not allowed on the NTS. Prohibited articles include, but are not limited to, camera cell phones with video or recording capability, laptop computers, weapons, ammunition, explosives, bows and arrows, fireworks, knives with blades in excess of three (3) inches, cameras, recorders, binoculars, and transmitting devices. III. INSURANCE REQUIREMENTS Seller/Subcontractor shall, at its expense, maintain in effect at all times during the performance of the Work insurance coverage with limits not less than those set forth below and with insurers and under forms of policies satisfactory to Contractor: 1. Workers' Compensation as required by any applicable law or regulation. If there is an exposure of injury to Seller/Subcontractor's employees under the U.S. Longshoremen's and Harbor Workers' Compensation Act, the Jones Act or under laws, regulations or statutes applicable to maritime employees, coverage shall be included for such injuries or claims. 2. Employer's Liability of not less than $500,000 each accident Commercial General Liability with limits of liability for bodily injury, property damage and personal injury of not less than: • $ 500,000 Combined single limit for Bodily Injury and Property Damage each occurrence; • $ 500,000 Personal Injury Limit each occurrence; • $1,000,000 Products-Completed Operations Aggregate Limit; and • $1,000,000 General Annual Aggregate Limit (other than Products-Completed Operations). 3. Automobile Liability (Owned, hired and non-owned) with combined single limits of liability for bodily injury or property damage of not less than $500,000 for any one occurrence. In the event Seller/Subcontractor maintains insurance covering loss or damage to equipment, tools, or any other property of Seller/Subcontractor such insurance shall include an Insurer's waiver of subrogation in favor of Contractor and its subsidiaries and affiliates and Department of Energy (DOE). Coverage 3 shall apply to the indemnity agreement in the General Conditions entitled INDEMNITY and shall include Contractor its subsidiaries and affiliates, DOE and the officers, directors, and employees of the foregoing each as Additional Insured, but only with respect to liability arising out of operations for Contractor and DOE by or for the Seller/Subcontractor. Such insurance shall be primary as respects the Additional Insured and shall include a cross-liability clause. Such insurance shall be on an occurrence policy form; not a claims made form and shall contain an Insurer's waiver of subrogation in favor of the Additional Insured. Neither Contractor nor DOE maintains insurance on behalf of Seller/Subcontractor covering loss or damage to the Work or to any other property of Seller/Subcontractor. None of the requirements contained herein as to types, limits and approval of insurance coverage to be maintained by Seller/Subcontractor are intended to and shall not in any manner limit or qualify the liability and obligations assumed by Seller/Subcontractor under this Order. Seller/Subcontractor shall deliver to Contractor no later than ten (10) calendar days after award, but in any event prior to commencing the Work or entering the jobsite, Certificates of Insurance evidencing such coverage and limits of insurance are in full force and effect. Certificates shall be issued in a form acceptable to Contractor and provide that not less than thirty (30) calendar days advance written notice will be given to Contractor prior to cancellation, termination or material alteration of such policies. Certificates shall identify Order/Subcontract number. Submittal of one copy of the certificate and any notice of policy change shall be made to: Navarro Nevada Environmental Services, LLC (NNES) Purchase Order/Subcontract Number - TBD Authorized Procurement Representative P. O. Box 98952 Las Vegas, NV 89193-8521 SECTION K - REPRSENTATIONS & CERTIFICATIONS Request for Proposal No. NI10R0026 52.212-3 Offeror Representations and Certifications-Commercial Items As prescribed in FAR 12.301(b)(2), insert the following provision: OFFEROR REPRESENTATIONS AND CERTIFICATIONS-COMMERCIAL ITEMS (MAR 2005) An offeror shall complete only paragraph (j) of this provision if the offeror has completed the annual representations and certifications electronically at http://orca.bpn.gov. If an offeror has not completed the annual representations and certifications electronically at the ORCA website, the offeror shall complete only paragraphs (b) through (i) of this provision. (a) Definitions. As used in this provision: "Emerging small business" means a small business concern whose size is no greater than 50 percent of the numerical size standard for the NAICS code designated. "Forced or indentured child labor" means all work or service- (1) Exacted from any person under the age of 18 under the menace of any penalty for its nonperformance and for which the worker does not offer himself voluntarily; or (2) Performed by any person under the age of 18 pursuant to a contract the enforcement of which can be accomplished by process or penalties. "Service-disabled veteran-owned small business concern"- (1) Means a small business concern- (i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and (ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran. (2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16). "Small business concern" means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR Part 121 and size standards in this solicitation. "Veteran-owned small business concern" means a small business concern- (1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and (2) The management and daily business operations of which are controlled by one or more veterans. "Women-owned business concern" means a concern which is at least 51 percent owned by one or more women; or in the case of any publicly owned business, at least 51 percent of its stock is owned by one or more women; and whose management and daily business operations are controlled by one or more women. "Women-owned small business concern" means a small business concern- (1) That is at least 51 percent owned by one or more women; or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and (2) Whose management and daily business operations are controlled by one or more women. (b) Taxpayer Identification Number (TIN) (26 U.S.C. 6109, 31 U.S.C. 7701). (Not applicable if the offeror is required to provide this information to a central contractor registration database to be eligible for award.) (1) All offerors must submit the information required in paragraphs (b)(3) through (b)(5) of this provision to comply with debt collection requirements of 31 U.S.C. 7701(c) and 3325(d), reporting requirements of 26 U.S.C. 6041, 6041A, and 6050M, and implementing regulations issued by the Internal Revenue Service (IRS). (2) The TIN may be used by the Government to collect and report on any delinquent amounts arising out of the offeror's relationship with the Government (31 U.S.C. 7701(c)(3)). If the resulting contract is subject to the payment reporting requirements described in FAR 4.904, the TIN provided hereunder may be matched with IRS records to verify the accuracy of the offeror's TIN. (3) Taxpayer Identification Number (TIN). □ TIN: ________________________________. □ TIN has been applied for. □ TIN is not required because: □ Offeror is a nonresident alien, foreign corporation, or foreign partnership that does not have income effectively connected with the conduct of a trade or business in the United States and does not have an office or place of business or a fiscal paying agent in the United States; □ Offeror is an agency or instrumentality of a foreign government; □ Offeror is an agency or instrumentality of the Federal Government. (4) Type of organization. □ Sole proprietorship; □ Partnership; □ Corporate entity (not tax-exempt); □ Corporate entity (tax-exempt); □ Government entity (Federal, State, or local); □ Foreign government; □ International organization per 26 CFR 1.6049-4; □ Other ________________________________. (5) Common parent. □ Offeror is not owned or controlled by a common parent; □ Name and TIN of common parent: Name ________________________________. TIN _________________________________. (c) Offerors must complete the following representations when the resulting contract will be performed in the United States or its outlying areas. Check all that apply. (1) Small business concern. The offeror represents as part of its offer that it □ is, □ is not a small business concern. (2) Veteran-owned small business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents as part of its offer that it □ is, □ is not a veteran-owned small business concern. (3) Service-disabled veteran-owned small business concern. [Complete only if the offeror represented itself as a veteran-owned small business concern in paragraph (c)(2) of this provision.] The offeror represents as part of its offer that it □ is, □ is not a service-disabled veteran-owned small business concern. (4) Small disadvantaged business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents, for general statistical purposes, that it □ is, □ is not a small disadvantaged business concern as defined in 13 CFR 124.1002. (5) Women-owned small business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents that it □ is, □ is not a women-owned small business concern. Note: Complete paragraphs (c)(6) and (c)(7) only if this solicitation is expected to exceed the simplified acquisition threshold ($25,000). (6) Women-owned business concern (other than small business concern). [Complete only if the offeror is a women-owned business concern and did not represent itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents that it □ is a women-owned business concern. (7) Tie bid priority for labor surplus area concerns. If this is an invitation for bid, small business offerors may identify the labor surplus areas in which costs to be incurred on account of manufacturing or production (by offeror or first-tier subcontractors) amount to more than 50 percent of the contract price: ________________________________________________ (8) Small Business Size for the Small Business Competitiveness Demonstration Program and for the Targeted Industry Categories under the Small Business Competitiveness Demonstration Program. [Complete only if the offeror has represented itself to be a small business concern under the size standards for this solicitation.] (i) [Complete only for solicitations indicated in an addendum as being set-aside for emerging small businesses in one of the designated industry groups (DIGs).] The offeror represents as part of its offer that it □ is, □ is not an emerging small business. (ii) [Complete only for solicitations indicated in an addendum as being for one of the targeted industry categories (TICs) or designated industry groups (DIGs).] Offeror represents as follows: (A) Offeror's number of employees for the past 12 months (check the Employees column if size standard stated in the solicitation is expressed in terms of number of employees); or (B) Offeror's average annual gross revenue for the last 3 fiscal years (check the Average Annual Gross Number of Revenues column if size standard stated in the solicitation is expressed in terms of annual receipts). (Check one of the following): Number of Employees Average Annual Gross Revenues __ 50 or fewer __ $1 million or less __ 51-100 __ $1,000,001-$2 million __ 101-250 __ $2,000,001-$3.5 million __ 251-500 __ $3,500,001-$5 million __ 501-750 __ $5,000,001-$10 million __ 751-1,000 __ $10,000,001-$17 million __ Over 1,000 __ Over $17 million (9) [Complete only if the solicitation contains the clause at FAR 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns, or FAR 52.219-25, Small Disadvantaged Business Participation Program-Disadvantaged Status and Reporting, and the offeror desires a benefit based on its disadvantaged status.] (i) General. The offeror represents that either- (A) It □ is, □ is not certified by the Small Business Administration as a small disadvantaged business concern and identified, on the date of this representation, as a certified small disadvantaged business concern in the database maintained by the Small Business Administration (PRO-Net), and that no material change in disadvantaged ownership and control has occurred since its certification, and, where the concern is owned by one or more individuals claiming disadvantaged status, the net worth of each individual upon whom the certification is based does not exceed $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); or (B) It □ has, □ has not submitted a completed application to the Small Business Administration or a Private Certifier to be certified as a small disadvantaged business concern in accordance with 13 CFR 124, Subpart B, and a decision on that application is pending, and that no material change in disadvantaged ownership and control has occurred since its application was submitted. (ii) Joint Ventures under the Price Evaluation Adjustment for Small Disadvantaged Business Concerns. The offeror represents, as part of its offer, that it is a joint venture that complies with the requirements in 13 CFR 124.1002(f) and that the representation in paragraph (c)(9)(i) of this provision is accurate for the small disadvantaged business concern that is participating in the joint venture. [The offeror shall enter the name of the small disadvantaged business concern that is participating in the joint venture: ___________________.] (10) HUBZone small business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents, as part of its offer, that- (i) It □ is, □ is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material change in ownership and control, principal office, or HUBZone employee percentage has occurred since it was certified by the Small Business Administration in accordance with 13 CFR Part 126; and (ii) It □ is, □ is not a joint venture that complies with the requirements of 13 CFR Part 126, and the representation in paragraph (c)(10)(i) of this provision is accurate for the HUBZone small business concern or concerns that are participating in the joint venture. [The offeror shall enter the name or names of the HUBZone small business concern or concerns that are participating in the joint venture: __________.] Each HUBZone small business concern participating in the joint venture shall submit a separate signed copy of the HUBZone representation. (11) [Complete if the offeror has represented itself as disadvantaged in paragraph (c)(4) or (c)(9) of this provision.] The offeror shall check the category in which its ownership falls: ____ Black American. ____ Hispanic American. (d) Representations required to implement provisions of Executive Order 11246- (1) Previous contracts and compliance. The offeror represents that- (i) It □ has, □ has not participated in a previous contract or subcontract subject to the Equal Opportunity clause of this solicitation; and (ii) It □ has, □ has not filed all required compliance reports. (2) Affirmative Action Compliance. The offeror represents that- (i) It □ has developed and has on file, □ has not developed and does not have on file, at each establishment, affirmative action programs required by rules and regulations of the Secretary of Labor (41 cfr parts 60-1 and 60-2), or (ii) It □ has not previously had contracts subject to the written affirmative action programs requirement of the rules and regulations of the Secretary of Labor. (e) Certification Regarding Payments to Influence Federal Transactions (31 U.S.C. 1352). (Applies only if the contract is expected to exceed $100,000.) By submission of its offer, the offeror certifies to the best of its knowledge and belief that no Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress or an employee of a Member of Congress on his or her behalf in connection with the award of any resultant contract. (f) Buy American Act Certificate. (Applies only if the clause at Federal Acquisition Regulation (FAR) 52.225-1, Buy American Act-Supplies, is included in this solicitation.) (1) The offeror certifies that each end product, except those listed in paragraph (f)(2) of this provision, is a domestic end product and that the offeror has considered components of unknown origin to have been mined, produced, or manufactured outside the United States. The offeror shall list as foreign end products those end products manufactured in the United States that do not qualify as domestic end products. The terms "component," "domestic end product," "end product," "foreign end product," and "United States" are defined in the clause of this solicitation entitled "Buy American Act-Supplies." (2) Foreign End Products: Line Item No. Country of Origin ______________ _________________ ______________ _________________ ______________ _________________ [List as necessary] (3) The Government will evaluate offers in accordance with the policies and procedures of FAR Part 25. (g) (1) Buy American Act-Free Trade Agreements-Israeli Trade Act Certificate. (Applies only if the clause at FAR 52.225-3, Buy American Act-Free Trade Agreements-Israeli Trade Act, is included in this solicitation.) (i) The offeror certifies that each end product, except those listed in paragraph (g)(1), (ii) or (g)(1), (iii) of this provision, is a domestic end product and that the offeror has considered components of unknown origin to have been mined, produced, or manufactured outside the United States. The terms "component," "domestic end product," "end product," "foreign end product," and "United States" are defined in the clause of this solicitation entitled "Buy American Act-Free Trade Agreements-Israeli Trade Act." (ii) The offeror certifies that the following supplies are end products of Australia, Canada, Chile, Mexico, or Singapore, or Israeli end products as defined in the clause of this solicitation entitled "Buy American Act-Free Trade Agreements-Israeli Trade Act": End Products of Australia, Canada, Chile, Mexico, or Singapore or Israeli End Products: Line Item No. Country of Origin ______________ _________________ ______________ _________________ ______________ _________________ [List as necessary] (iii) The offeror shall list those supplies that are foreign end products (other than those listed in paragraph (g)(1)(ii) of this provision) as defined in the clause of this solicitation entitled "Buy American Act-Free Trade Agreements-Israeli Trade Act." The offeror shall list as other foreign end products those end products manufactured in the United States that do not qualify as domestic end products. Other Foreign End Products: Line Item No. Country of Origin ______________ _________________ ______________ _________________ ______________ _________________ [List as necessary] (iv) The Government will evaluate offers in accordance with the policies and procedures of FAR Part 25. (2) Buy American Act-Free Trade Agreements-Israeli Trade Act Certificate, Alternate I (Jan 2004). If Alternate I to the clause at FAR 52.225-3 is included in this solicitation, substitute the following paragraph (g)(1)(ii) for paragraph (g)(1)(ii) of the basic provision: (g)(1)(ii) The offeror certifies that the following supplies are Canadian end products as defined in the clause of this solicitation entitled "Buy American Act-Free Trade Agreements-Israeli Trade Act": Canadian End Products: Line Item No. _______________________________________ _______________________________________ _______________________________________ [List as necessary] (3) Buy American Act-Free Trade Agreements-Israeli Trade Act Certificate, Alternate II (Jan 2004). If Alternate II to the clause at FAR 52.225-3 is included in this solicitation, substitute the following paragraph (g)(1)(ii) for paragraph (g)(1)(ii) of the basic provision: (g)(1)(ii) The offeror certifies that the following supplies are Canadian end products or Israeli end products as defined in the clause of this solicitation entitled "Buy American Act-Free Trade Agreements-Israeli Trade Act": Canadian or Israeli End Products: Line Item No. Country of Origin ______________ _________________ ______________ _________________ ______________ _________________ [List as necessary] (4) Trade Agreements Certificate. (Applies only if the clause at FAR 52.225-5, Trade Agreements, is included in this solicitation.) (i) The offeror certifies that each end product, except those listed in paragraph (g)(4)(ii) of this provision, is a U.S.-made or designated country end product, as defined in the clause of this solicitation entitled "Trade Agreements." (ii) The offeror shall list as other end products those end products that are not U.S.-made or designated country end products. Other End Products: Line Item No. Country of Origin ______________ _________________ ______________ _________________ ______________ _________________ [List as necessary] (iii) The Government will evaluate offers in accordance with the policies and procedures of FAR Part 25. For line items covered by the WTO GPA, the Government will evaluate offers of U.S.-made or designated country end products without regard to the restrictions of the Buy American Act. The Government will consider for award only offers of U.S.-made or designated country end products unless the Contracting Officer determines that there are no offers for such products or that the offers for such products are insufficient to fulfill the requirements of the solicitation. (h) Certification Regarding Debarment, Suspension or Ineligibility for Award (Executive Order 12549). (Applies only if the contract value is expected to exceed the simplified acquisition threshold.) The offeror certifies, to the best of its knowledge and belief, that the offeror and/or any of its principals- (1) □ Are, □ are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency; and (2) □ Have, □ have not, within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a Federal, state or local government contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property; and (3) □ Are, □ are not presently indicted for, or otherwise criminally or civilly charged by a Government entity with, commission of any of these offenses. (i) Certification Regarding Knowledge of Child Labor for Listed End Products (Executive Order 13126). [The Contracting Officer must list in paragraph (i)(1) any end products being acquired under this solicitation that are included in the List of Products Requiring Contractor Certification as to Forced or Indentured Child Labor, unless excluded at 22.1503(b).] (1) Listed end products. Listed End Product Listed Countries of Origin ___________________ ___________________ ___________________ ___________________ (2) Certification. [If the Contracting Officer has identified end products and countries of origin in paragraph (i)(1) of this provision, then the offeror must certify to either (i)(2)(i) or (i)(2)(ii) by checking the appropriate block.] [ ] (i) The offeror will not supply any end product listed in paragraph (i)(1) of this provision that was mined, produced, or manufactured in the corresponding country as listed for that product. [ ] (ii) The offeror may supply an end product listed in paragraph (i)(1) of this provision that was mined, produced, or manufactured in the corresponding country as listed for that product. The offeror certifies that it has made a good faith effort to determine whether forced or indentured child labor was used to mine, produce, or manufacture any such end product furnished under this contract. On the basis of those efforts, the offeror certifies that it is not aware of any such use of child labor. (j) (1) Annual Representations and Certifications. Any changes provided by the offeror in paragraph (j) of this provision do not automatically change the representations and certifications posted on the Online Representations and Certifications Application (ORCA) website. (2) The offeror has completed the annual representations and certifications electronically via the ORCA website at http://orca.bpn.gov. After reviewing the ORCA database information, the offeror verifies by submission of this offer that the representations and certifications currently posted electronically at FAR 52.212-3, Offeror Representations and Certifications-Commercial Items, have been entered or updated in the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard applicable to the NAICS code referenced for this solicitation), as of the date of this offer and are incorporated in this offer by reference (see FAR 4.1201), except for paragraphs ______________. [Offeror to identify the applicable paragraphs at (b) through (i) of this provision that the offeror has completed for the purposes of this solicitation only, if any.] These amended representation(s) and/or certification(s) are also incorporated in this offer and are current, accurate, and complete as of the date of this offer. Any changes provided by the offeror are applicable to this solicitation only, and do not result in an update to the representations and certifications posted on ORCA.] (End of provision) Signature/Certification By signing below, the Offeror certifies, under penalty of law, that the representations and certifications are accurate, current, and complete. The Offeror further certifies that it will notify the Contractor of any changes to these representations and certifications. The representations and certifications made by the Offeror, as contained herein, concern matters within the jurisdiction of an agency of the United States and the making of a false, fictitious, or fraudulent representation or certification may render the maker subject to prosecution under Title 18, United States Code, Section 1001. Signature of the Officer or Employee Date of Execution Responsible for the Offer/Offeror Typed/Printed Name and Title of the Officer REQUEST FOR PROPOSAL NO. NI10R0026 Section L - Instructions, Conditions and Notices to Offerors 52.212-1 Instructions to Offerors-Commercial Items. INSTRUCTIONS TO OFFERORS-COMMERCIAL ITEMS (JAN 2006) (a) North American Industry Classification System (NAICS) code and small business size standard. The NAICS code 4953 and small business size standard for this acquisition. However, the small business size standard for a concern which submits an offer in its own name, but which proposes to furnish an item which it did not itself manufacture, is 500 employees. (b) Submission of offers. Submit signed and dated offers to the office specified in this solicitation at or before the exact time specified in this solicitation. Offers are to be submitted on the Contractor's Contract Form. As a minimum, offers must show- (1) The solicitation number; (2) The time specified in the solicitation for receipt of offers; (3) The name, address, and telephone number of the offeror; (4) A technical description of the items being offered in sufficient detail to evaluate compliance with the requirements in the solicitation. This may include product literature, or other documents, if necessary; (5) Terms of any express warranty; (6) Price and any discount terms; (7) "Remit to" address, if different than mailing address; (8) A completed copy of the representations and certifications at FAR 52.212-3 (see FAR 52.212-3(j) for those representations and certifications that the offeror shall complete electronically); (9) Acknowledgment of Solicitation Amendments; (10) Past performance information, when included as an evaluation factor, to include recent and relevant contracts for the same or similar items and other references (including contract numbers, points of contact with telephone numbers and other relevant information); and (11) Include a statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation. Offers that fail to furnish required representations or information, or reject the terms and conditions of the solicitation may be excluded from consideration. (c) Period for acceptance of offers. The offeror agrees to hold the prices in its offer firm for 90 calendar days from the date specified for receipt of offers, unless another time period is specified in an addendum to the solicitation. (d) Reserved (e) Multiple offers. Reserved (f) Late submissions, modifications, revisions, and withdrawals of offers. (1) Offerors are responsible for submitting offers, and any modifications, revisions, or withdrawals, so as to reach the NNES office designated in the solicitation by the time specified in the solicitation. If no time is specified in the solicitation, the time for receipt is 4:30 p.m., local time, for the designated Contractor's office on the date that offers or revisions are due. (2)(i) Any offer, modification, revision, or withdrawal of an offer received at the NNES office designated in the solicitation after the exact time specified for receipt of offers is "late" and will not be considered unless it is received before award is made, Contractor determines that accepting the late offer would not unduly delay the acquisition; and- (A) Reserved. (B) There is acceptable evidence to establish that it was received at the Contractor's office designated for receipt of offers and was under Contractor control prior to the time set for receipt of offers; or (C) If this solicitation is a request for proposals, it was the only proposal received. (ii) However, a late modification of an otherwise successful offer, that makes its terms more favorable to the Contractor, will be considered at any time it is received and may be accepted. (3) Acceptable evidence to establish the time of receipt at the Contractor's office includes the time/date stamp of that installation on the offer wrapper, other documentary evidence of receipt maintained by the office, or oral testimony or statements of Contractor personnel. (4) If an emergency or unanticipated event interrupts normal NNES processes so that offers cannot be received at the Contractor's office designated for receipt of offers by the exact time specified in the solicitation, and urgent Contractor requirements preclude amendment of the solicitation or other notice of an extension of the closing date, the time specified for receipt of offers will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal Contractor processes resume. (5) Offers may be withdrawn by written notice received at any time before the exact time set for receipt of offers. Oral offers in response to oral solicitations may be withdrawn orally. If the solicitation authorizes facsimile offers, offers may be withdrawn via facsimile received at any time before the exact time set for receipt of offers, subject to the conditions specified in the solicitation concerning facsimile offers. An offer may be withdrawn in person by an offeror or its authorized representative if, before the exact time set for receipt of offers, the identity of the person requesting withdrawal is established and the person signs a receipt for the offer. (g) Contract award (not applicable to Invitation for Bids). Contractor intends to evaluate offers and award a contract without discussions with offerors. Therefore, the offeror's initial offer should contain the offeror's best terms from a price and technical standpoint. However, Contractor reserves the right to conduct discussions if later determined by Contractor to be necessary. Contractor may reject any or all offers if such action is in the public interest; accept other than the lowest offer; and waive informalities and minor irregularities in offers received. (h) Multiple awards. Contractor may accept any item or group of items of an offer, unless the offeror qualifies the offer by specific limitations. Unless otherwise provided in the Schedule, offers may not be submitted for quantities less than those specified. Contractor reserves the right to make an award on any item for a quantity less than the quantity offered, at the unit prices offered, unless the offeror specifies otherwise in the offer. (i) Reserved (j) Data Universal Numbering System (DUNS) Number. (Applies to all offers exceeding $25,000, and offers of $25,000 or less if the solicitation requires the Contractor to be registered in the Central Contractor Registration (CCR) database. The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation "DUNS" or "DUNS+4" followed by the DUNS or DUNS+4 number that identifies the offeror's name and address. The DUNS+4 is the DUNS number plus a 4-character suffix that may be assigned at the discretion of the offeror to establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT) accounts (see FAR Subpart 32.11) for the same parent concern. If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one. An offeror within the United States may contact Dun and Bradstreet by calling 1-866-705-5711 or via the internet at http://www.dnb.com. An offeror located outside the United States must contact the local Dun and Bradstreet office for a DUNS number. (k) Reserved. (l) Debriefing. If a post-award debriefing is given to requesting offerors, Contractor shall disclose the following information, if applicable: (1) Contractor's evaluation of the significant weak or deficient factors in the debriefed offeror's offer. (2) The overall evaluated cost or price and technical rating of the successful and the debriefed offeror and past performance information on the debriefed offeror. (3) The overall ranking of all offerors, when any ranking was developed by Contractor during source selection. (4) A summary of the rationale for award; (5) For acquisitions of commercial items, the make and model of the item to be delivered by the successful offeror. (6) Reasonable responses to relevant questions posed by the debriefed offeror as to whether source-selection procedures set forth in the solicitation, applicable regulations, and other applicable authorities were followed by the agency. Section M - Evaluation for Award Requirements for Technical Proposal RFP NO. NI10R0026 52.212-2 Evaluation-Commercial Items. EVALUATION-COMMERCIAL ITEMS (JAN 1999) (a) Contractor will award a subcontract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Contractor, price and other factors considered. The following factors shall be used to evaluate offers: Technical Evaluation shall contain all required submittals such as prequalification, safety record and all other technical information required by the RFP. Each of the below categories will be evaluated. Safety Record Technical Capabilities Mandatory EPA/DOT, NRC OSHA Certifications/Permits Pricing Evaluation: The pricing section shall contain all appropriate pricing in relation to the Statement of Work and associated RFP documents. All costs shall be clearly defined and contain sufficient supporting documentation. (b) A written notice of award or acceptance of an offer mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer's specified expiration time, Contractor may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.
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