Form_9100_-_Subcontract_Long_Form_Rev._0_RFP-0000186.pdf

RFP-0000186 Date 9/21/2018

N3B Form 9100, Rev. 0, (06/18)

Project Name/Location Subcontract No.

Los Alamos Legacy Waste Cleanup (LLCC) Project/Los Alamos, NM

RFP-0000186

Subcontractor Owner

TBD

U.S Department of Energy

Environmental Management-Los Alamos Field Office

1900 Diamond Drive Los Alamos, NM 87544

General Description of Scope of Work Contractor’s Representative

TA-21 Delta Prime Site Aggregate Area Delayed Sites Project

Attn: Heather Evans

Address: 1900 Diamond Drive, Los Alamos, NM 87544

Phone: 505-257-8441 Email: heather.evans@em-la.doe.gov

THIS AGREEMENT (“Agreement”) No PO-0000186 (together with the Attachments hereto) dated and effective as of XXXXXXX, 2018 (the “Effective Date”), is hereby made and entered into by and between Newport News Nuclear N3B-Los Alamos, LLC (N3B) (hereinafter “Contractor”) having a place of business located at 600 6th Street, Los Alamos, NM 87544 and XXXXXXXXX (XXXXXX) (hereinafter “Subcontractor”) having a place of business located at 4200 West Jemez, Suite P502 Los Alamos, NM 87544 (each a “Party” and collectively, the “Parties”).

WHEREAS, Contractor has entered into an agreement (the “Prime Agreement”) with the Department of Energy (the “Owner”) to manage and operate the Los Alamos Legacy Cleanup Contract (LLCC) (the “Project”);

WHEREAS, Owner and Contractor have entered into an agreement whereby Contractor has agreed to perform the services in connection with Owner’s TA-21 Clean-Up project (the "Project");

WHEREAS, Contractor desires to subcontract to Subcontractor certain portions of Contractor's work and/or services for the Project.

WHEREAS, Subcontractor has represented that it is trained, experienced and qualified in providing construction and related services and that it possesses the requisite resources to complete such work in a competent and timely manner; and

WHEREAS, Subcontractor has agreed to perform the Work on lump sum basis, mailto:heather.evans@em-la.doe.gov

NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises and covenants contained in the Subcontract, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Contractor and Subcontractor hereby mutually agree as follows:

ARTICLE 1 - SCOPE OF WORK

Subcontractor shall furnish all of the materials, equipment and labor and shall perform all services and effort necessary to complete the Work and Subcontractor shall do everything required by the Subcontract to complete fully, protect and deliver the Work to the satisfaction of the Contractor in full compliance with the requirements of the Subcontract. The Work generally consists of site clean-up and is more fully described and defined in the other Subcontract Documents.

ARTICLE 2 - PROJECT SITE

The Project Site is generally located at Los Alamos Legacy Waste Cleanup (LLCC) Project in and around Los Alamos, New Mexico, and as more specifically defined and described in Exhibit D.

ARTICLE 3 - SUBCONTRACT DOCUMENTS

3.1 The following are the Subcontract Documents:

3.1.1 This Subcontract; PO-0000186

Exhibit A: N3B Prime Contract Flow Downs

Exhibit B: N3B General Conditions for Fixed Price Subcontracts

Exhibit C: Schedule of Quantities and Prices

Exhibit D: Scope of Work and Technical Specifications

Exhibit E: Reserved

Exhibit F: Environmental, Safety and Health Requirements

Exhibit G: Security Requirements

Exhibit H: Quality Requirements

Exhibit I: Submittal Requirements

Exhibit J: Insurance Requirements

3.2 ORDER OF PRECEDENCE: In the event of any conflict, variation or inconsistency between any provisions of the Subcontract Documents, as they may be amended from time to time, Subcontractor shall promptly notify Contractor of such conflict and the following order of precedence shall apply: (1) amendments to the “Subcontract Order”; (2) the document entitled “Subcontract Order” issued by Contractor to Subcontractor in connection with the Project; (3) Special Conditions; (4) General Conditions; (5) scope of work, drawings, specifications and other Subcontract Documents. In the event of any conflict, variation or inconsistency between any provisions of the Subcontract Documents within (5) in the preceding sentence, Contractor shall be notified, but the provision imposing the more or most stringent requirement as the case may be shall govern, unless otherwise stipulated by Contractor in writing.

ARTICLE 4 - START AND COMPLETION OF THE WORK

4.1 Subcontractor agrees to enter forthwith upon the performance of the Work, to begin its Work at the

Project Site on XXXXXXX, 2018 or such earlier or later time as Contractor shall require; and shall proceed to perform the Work with due diligence; and to complete the Work fully and so as it is ready for use and occupancy on XXXXXXX, 2021 as further defined in the Work Schedule.

ARTICLE 5 – COMPENSATION/SUBCONTRACT PRICE

As full consideration for performance of the Work, Contractor will pay Subcontractor for its actual costs incurred at the rates set forth in Attachment B. The total amount expended by Subcontractor shall not exceed XXXXXXXXXXXXXXXXXXX--U.S. Dollars ($XXXXXXX) without the prior written approval of Contractor.

Subcontractor shall submit written notification to Contractor when 80% of the foregoing amount has been expended.

ARTICLE 6 - INVOICING AND PAYMENT

6.1 To establish a basis for payment against lump sum items set forth in Exhibit C, Subcontractor shall, within ten (10) calendar days after subcontract award, provide a lump sum breakdown (Schedule of Values) which proposes:

(1) A reasonable number of measurable interim tasks required to accomplish each lump sum item, and

(2) An allocation of the price to each task with reasonable relationship to the costs incurred in its accomplishment.

6.2 Contractor shall review Subcontractor’s Schedule of Values, determine the appropriate tasks and values for progress payments and so advise Subcontractor in writing.

6.3 Subcontractor shall then provide a schedule of monthly progress payments (Estimated Payment Schedule) required to perform the Work in accordance with the Subcontract Schedule required in Exhibit D, Statement of Work and Technical Specifications, Section 3.7 through 3.9.

6.4 Subcontractor agrees to submit invoices that align with the N3B accounting calendar which ends on Friday of each week for subcontractors. Invoices will be based upon whole weeks of 4 weeks or 5 weeks closely aligned to the end of the calendar month. N3B will provide a billing calendar to the Subcontractor each year, Subcontractor agrees to bill based upon this billing calendar.

6.5 N3B will provide accurate and timely billing to DOE based upon the information provided by the Subcontractor. Therefore, Subcontractor will have a very rigid time reporting and expense reporting systems that provides information on a timely basis to support accurate billing to N3B. If an adjustment to a prior period invoice is required, the adjustment will be submitted on a separate invoice with all supporting details including an explanation of the differences previously submitted. Adjustments will be the exception and may require additional review time before the invoice is acceptable to N3B.

6.6 Invoices shall be submitted as follows:

Email address: accountspayable@em-la.doe.gov

Mailing Address: N3B

600 6th Street

Los Alamos, NM 87544

Attention: Accounts Payable

ARTICLE 7 - GOVERNING LAW AND VENUE

The Subcontract shall be interpreted in accordance with the substantive and procedural laws of the State of Delaware excluding any provisions or principles thereof which would require the application of the laws of a different jurisdiction.

ARTICLE 8 - COMMUNICATION AND FORMAL NOTICES

All routine correspondence shall be submitted to Contractor’s Representative identified on Page 1 of this Subcontract. All notices required to be given in writing under the Subcontract, including but not limited to those regarding breach, consent to settlement of claims, termination and/or indemnification, shall be delivered personally to the respective representatives of the Contractor and Subcontractor set forth below, or shall be mailed by registered mail with a return receipt requested, postage prepaid, or shall be sent by facsimile, or sent by a national overnight courier service, and shall be effective when received. All notices shall be addressed as follows:

IF TO CONTRACTOR IF TO SUBCONTRACTOR

Name: N3B

Address: 1900 Diamond Drive

Address: Los Alamos, NM 87544

Attention: Heather Evans

Title: Procurement & Subcontracts Mgr.

Phone: (505) 257-8441 mailto:accountspayable@em-la.doe.gov

Email: heather.evans@em-la.doe.gov

Fax:

STR Saul Alanis (505) 412-5279

ARTICLE 9 - ARTICLE HEADINGS/WAIVER/SEVERABILITY

The Article headings used in any of the Subcontract Documents have been inserted for convenience of reference only and shall not in any manner limit the construction, meaning or effect of anything therein contained nor govern the rights and liabilities of the parties. The waiver of any breach or failure to enforce any of the provisions of this Subcontract shall not in any way affect, limit, modify or waive the future enforcement of such provisions. The invalidity or unenforceability of any portion or provision of this Subcontract shall not affect the validity or enforceability of any other portion or provision. Any invalid or unenforceable portion or provision shall be deemed severed from this Subcontract and the parties shall negotiate an equitable adjustment in such portions or provisions of this Subcontract to affect the underlying purposes of this Subcontract.

ARTICLE 10 - ENVIRONMENT, SAFETY AND HEALTH FOR ONSITE WORK

Work must be performed in accordance with the U.S. Department of Energy Acquisition Regulation (Integrated Safety Management DEAR 970.5223-1 clause), 10 CFR 851, and all applicable federal regulations and site-specific requirements.

The Subcontractor shall take reasonable precautions in the performance of the work under this contract to protect the environment, safety, and health of employees and members of the public. The Work must be conducted in accordance with all requirements and stipulations as stated in Attachment D. N3B shall notify the Subcontractor in writing of any noncompliance with the provisions of this Article. After receipt of such notice, the Subcontractor shall immediately take corrective action. In the event that the Subcontractor fails to comply with said regulations and requirements, N3B may, without prejudice to any other legal or contractual rights of N3B, issue an order stopping all or any part of the work; thereafter, a start order for resumption of the work may be issued at the discretion of N3B. The Subcontractor shall make no claim for an extension of time or for compensation or damages by reason of, or in connection with, such work stoppage.

ARTICLE 11 – KEY PERSONNEL REQUIREMENTS

(A) Certain skilled experienced professional and/or technical personnel are essential for successful contractor accomplishment of the work to be performed under this contract. These are defined as "Key Personnel" and are those persons whose resumes were submitted for evaluation of the proposal. The contractor agrees that such personnel shall not be removed from the contract work or replaced without compliance with paragraphs

(b) and (c) hereof.

(B) If one or more of the key personnel for whatever reason becomes, or is expected to become, unavailable for work under this contract for a continuous period exceeding thirty (30) work days, or is expected to devote substantially less effort to the work than indicated in the proposal or initially anticipated, the contractor shall immediately notify the Contractor’s Representative and shall, subject to the concurrence of the Contractor’s Representative or his/her authorized representative, promptly replace such personnel with personnel of at least substantially equal ability and qualifications.

(C) All requests for approval of substitutions hereunder must be in writing and provide a detailed explanation of the circumstances necessitating the proposed substitutions. They must contain a complete resume for the proposed substitute, and any other information requested by the Contractor’s Representative or needed by mailto:heather.evans@em-la.doe.gov him/her to approve or disapprove the proposed substitution. The Contractor’s Representative or his/her authorized representative will evaluate such requests and promptly notify the contractor of his approval or disapproval thereof in writing.

ARTICLE 12 - COMPLETE AGREEMENT

The Subcontract constitutes the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior written or oral contracts, agreements, representations and/or understandings of any kind or nature that the parties may have entered into or had prior to the date hereof with respect to the subject matter hereof. The Subcontract Documents may only be amended by written instrument signed by both parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, effective as of the day and year first above mentioned.

CONTRACTOR:

N3B

By:

Name:

Title:

Date:

SUBCONTRACTOR:

XXXXXXXXXXX

By:

Name:

Title:

Date: