6- Exhibit C- General Conditions.pdf

MISSION SUPPORT AND TEST SERVICES, LLC

Exhibit C FFP – Services Subcontract (Rev 0, 8/29/2024) Page 1 of 41

GENERAL CONDITIONS

FIRM FIXED PRICE SERVICES SUBCONTRACT

EXHIBIT C

TABLE OF CONTENTS

NO. TITLE PAGE

C-1 Acceptance of Terms and Conditions (Ts&Cs) C-2 Definitions C-3 Merger, Integration, and Order of Precedence C-4 Independent Contractor C-5 Contractor’s Authorized Representatives C-6 Subcontractor’s Authorized Representative C-7 Notices C-8 Subcontract Interpretation C-9 Standards and Codes C-10 Laws and Regulations C-11 Dispute Resolution and Choice of Law C-12 Waiver of Liens C-13 Insurance, Taxes, and Contributions C-14 Labor, Personnel, and Work Rules C-15 Information, Data, and Site Conditions C-16 Confidentiality of Information C-17 Excusable Delays C-18 Innovations; Work-Made-For-Hire; Reporting; Assignment C-19 Publicity and Advertising C-20 Changes C-21 Interest and Other Financial Costs C-22 Ownership and Disposition of Records C-23 Examination of Subcontractor’s Records C-24 Warranty C-25 Indemnity C-26 Reporting of Royalties C-27 Assignment by Subcontractor (Monies and Performance) C-28 Assignment of Subcontract by Contractor C-29 Suspension C-30 Non-Waiver C-31 Hold Harmless and Insurance C-32 Property Rights C-33 Export/Import Control C-34 Suspect/Counterfeit Items or Components C-35 Bankruptcy C-36 Reporting Fraud, Waste, Abuse or Other Concerns; Cooperation with Investigations C-37 Stop Work In Event of Imminent danger C-38 Patent Rights for Exceptional Circumstances Subject Inventions C-39 Direct Liability to the Government for Subcontractor CAS Compliance Failure C-40 Final Payment and Release of Claims C-41 Overpayments C-42 Payments under Firm-Fixed-Price Contracts C-43 Prohibition on Restricting Competition C-44 Disclosing Use of Free, LIBRE & Open Source Software (FLOSS) C-45 Software, Services & Information Systems Security Assurance C-46 Government Property C-47 Official Use Only (OUO) Documents/Information

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C-48 Unclassified Controlled Nuclear Information (UCNI) C-49 Severability C-50 Subcontract Modifications C-51 Providing Accelerated Payments to Small Business Subcontractors C-52 Mitigating Supply Chain Risk Using Enhanced Procurement Authority for Information and

Communication Technology (Oct 2022) C-53 Mitigating Supply Chain Risk Using Enhanced Procurement Authority for National Security Systems, Nuclear Weapons Components and Associated Item (Oct 2022) C-54 Government Flow Downs C-55 Applicable Regardless of Dollar Amount of the Subcontract Price, Unless Otherwise Noted C-56 Applicable to Subcontracts Over $2,500 C-57 Applicable to Subcontracts Over $3,500 C-58 Applicable to Subcontracts Over $10,000 C-59 Applicable to Subcontracts Over $15,000 C-60 Applicable to Subcontracts > $25,000 C-61 Applicable to Subcontracts Over $30,000 C-62 Applicable to Subcontracts Over $35,000 C-63 Applicable to Subcontracts Over $100,000 C-64 Applicable to Subcontracts Over $150,000 C-65 Applicable to Subcontracts Over $250,000 C-66 Applicable to Subcontracts Over $500,000 C-67 Applicable to Subcontracts Over $750,000 if the Subcontractor is a Large Business and FAR 52.219-8 is Applicable C-68 Applicable to Subcontracts Over $2,000,000 C-69 Applicable to Subcontracts over $2,000,000 and the Subcontract is Required to Submit Certified Cost or Pricing Data, or Where Pre-Award or Post-Award Cost Determination will be Subject to FAR Part

31, Contract Cost Principles and Procedures C-70 Applicable to Subcontracts Over $6,000,000 C-71 Applicable to Subcontracts for Services on a Government Facility Site or Using Government

Information Systems C-72 Applicable to Subcontracts if the Scope of Work Requires the Design/Re-design, Development, or

Operation of a System of Records on Individuals that is Subject to the Privacy Act of 1974 C-73 Applicable to Subcontracts Involving Security or Access to Classified Information or Special Nuclear

Material C-74 Applicable to Subcontracts as Stated in the Special Application Instructions

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C-1 ACCEPTANCE OF TERMS AND CONDITIONS (TS&CS)

SUBCONTRACTOR, by entering into this Subcontract and/or delivering items or services ordered under this Subcontract, agrees to comply with all the Subcontract Terms and Conditions (Ts&Cs), including all parts of this Subcontract and all documents, information, policies, laws, regulations, and clauses incorporated by reference herein. CONTRACTOR hereby objects to, and does not accept, any Ts&Cs contained in any acknowledgment of this Subcontract that are different from or in addition to those in the Subcontract Documents (as defined herein). SUBCONTRACTOR hereby agrees that any different or additional Ts&Cs shall be null and void and of none effect unless expressly accepted by the Subcontract Administrator via a formal written modification to this Subcontract.

C-2 DEFINITIONS

(a) The definitions prescribed in Federal Acquisition Regulation (FAR) clause 52.202-1, Definitions (Jun 2020), as modified by Department of Energy Acquisition Regulation (DEAR) 952.202-1, apply to this Subcontract except where a term is defined differently in the Subcontract or where the context clearly manifests a different meaning.

(b) The following definitions also apply to this Subcontract in addition to any other definitions provided elsewhere in this Subcontract:

(1) “Government” means the United States Department of Energy (DOE) (including the National Nuclear Security Administration (NNSA)) and the United States Government generally.

(2) “CONTRACTOR” means MISSION SUPPORT AND TEST SERVICES, LLC (MSTS), a limited liability company, which manages and operates the Nevada National Security Sites (NNSS) pursuant to Contract No. DE-NA0003624 between the U.S. Department of Energy (DOE) / National Nuclear Security Administration (NNSA) and MSTS. In addition, Contractor also means all of its authorized representatives acting in their professional capacities, (i.e., Procurement Representative, Subcontract Administrator, etc.).

(3) “SUBCONTRACTOR” means the company, corporation, partnership, individual or other entity to which this Subcontract is issued, its authorized representatives, successors, and permitted assignees.

(4) “Work” means all activities required by the Subcontract Documents to be performed by

SUBCONTRACTOR.

(5) “Site” means the CONTRACTOR’S or Government’s location(s) at which or for which the Work will be performed.

(6) “Subcontract Administrator” means the official designated by the CONTRACTOR as the official responsible for administering the Subcontract on behalf of the CONTRACTOR.

(7) “Subcontract Documents” means the Subcontract Agreement Form and all documents listed therein.

(8) “Subcontract Schedule” means the time period set forth for performance and completion of the Work under this Subcontract.

(9) “STR” means Subcontract Technical Representative

C-3 MERGER, INTEGRATION, AND ORDER OF PRECEDENCE

The Subcontract Agreement Form, all documents listed therein, and subsequently issued Change Notices and Subcontract modifications are all essential parts of this Subcontract, and a requirement occurring in one is binding as though occurring in all. In resolving conflicts, discrepancies, errors or omissions the following order of precedence shall be used:

1. Subcontract/Purchase Order

2. Exhibit D – Special Conditions

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3. Exhibit C – General Conditions

4. Exhibit E – Environmental, Safety & Health Requirements

5. Exhibit F – Security Requirements

6. Exhibit B – Statement of Work, Specifications and Drawings

7. Exhibit A – Quantities, Prices and Data

8. Exhibit G – Task Order

The documents listed above, along with any subsequently issued Change Notices and/or Subcontract modifications, comprise the entire Subcontract, which contains the entire agreement between the Parties and supersedes any and all prior agreements, understandings, representations, and statements between the Parties, whether oral or written. The Parties are entering into this Subcontract based solely on the representations and warranties herein and not based on any promises, representations, and/or warranties not found herein. The Parties shall not be bound by, or be liable for, any statement, representation, promise, inducement or understanding not set forth herein.

No modification, waiver, amendment, discharge, or change to this Subcontract shall be valid unless the same is in writing and executed by the Subcontract Administrator.

C-4 INDEPENDENT CONTRACTOR

(a) SUBCONTRACTOR qualifications: SUBCONTRACTOR represents that it is fully experienced, properly qualified, registered, licensed, insured, equipped, organized, legally authorized, and financed to provide the services under this Subcontract.

(b) SUBCONTRACTOR status as an independent contractor: It is understood and agreed that SUBCONTRACTOR is an independent contractor in the performance of this Subcontract and shall not act as agent or representative of CONTRACTOR. SUBCONTRACTOR understands and agrees it has no authority to bind CONTRACTOR and must take affirmative steps to ensure personnel of the Parties and all third parties are aware SUBCONTRACTOR is not the agent of CONTRACTOR and that SUBCONTRACTOR has no actual or apparent authority to bind or act on behalf of CONTRACTOR.

(c) Status of SUBCONTRACTOR Personnel: It is understood and agreed that the individuals furnished or utilized by SUBCONTRACTOR to perform work under this Subcontract, whether at CONTRACTOR facilities, SUBCONTRACTOR facilities, or elsewhere, shall be considered personnel of SUBCONTRACTOR at all times, whether they are actual employees of SUBCONTRACTOR (e.g. W-2 employees), independent contractors (e.g. IRS Form 1099-MISC independent contractors), or whether they provide services under this Subcontract via any other arrangement with SUBCONTRACTOR (collectively referred to as “SUBCONTRACTOR Personnel” as defined elsewhere in this Subcontract). Such individuals shall not be considered employees of CONTRACTOR or be treated as employees of CONTRACTOR for any purpose.

CONTRACTOR shall not be liable to SUBCONTRACTOR or to SUBCONTRACTOR Personnel as an employer or joint-employer in any amount for any causes of action arising out of or relating to any work performed by SUBCONTRACTOR Personnel under or relating to this Subcontract.

SUBCONTRACTOR agrees to inform all SUBCONTRACTOR Personnel performing work under this Subcontract of the foregoing and to ensure they understand and acknowledge the same.

SUBCONTRACTOR shall furnish to CONTRACTOR signed statements from all SUBCONTRACTOR Personnel performing work under this Subcontract acknowledging and agreeing to the foregoing requirements.

(d) SUBCONTRACTOR agreement to comply with all applicable laws and regulations relating to SUBCONTRACTOR Personnel: SUBCONTRACTOR hereby agrees to comply with all federal, state, and local laws and regulations, including but not limited to, those applicable to the proper classification (e.g. exempt vs. non-exempt; W-2 employee vs. 1099 independent contractor, etc.), treatment (including laws/regulations pertaining to collective bargaining, discrimination, harassment, retaliation, health and safety etc.), and compensation (including the Fair Labor Standards Act (FSLA), applicable state minimum wage requirements, travel and waiting time pay, etc.) of SUBCONTRACTOR Personnel. At CONTRACTOR’S request, SUBCONTRACTOR shall furnish to CONTRACTOR evidence or documentation clearly demonstrating that

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SUBCONTRACTOR is in full compliance with all applicable laws and regulations relating to the classification, treatment, and compensation of SUBCONTRACTOR Personnel.

(e) Liability for all costs arising from or relating to SUBCONTRACTOR Personnel:

SUBCONTRACTOR shall be solely responsible for paying any and all salaries, wages, benefits, tax withholdings, payroll and other taxes, insurance or employee protections (such as workers’ compensation insurance, unemployment insurance, disability insurance, etc.) and contractual or other obligations or liabilities to or on account of all SUBCONTRACTOR Personnel.

CONTRACTOR shall not be liable to any SUBCONTRACTOR Personnel or to SUBCONTRACTOR for any such payments, obligations or liabilities whatsoever.

(f) The relationship between the Parties is that of independent contractors. Nothing in this Subcontract creates a partnership or joint venture between the Parties and, except as otherwise expressly provided herein, neither Party shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of the other party, or pledge the credit of, or otherwise bind or obligate the other party.

C-5 CONTRACTOR’S AUTHORIZED REPRESENTATIVES

(a) The CONTRACTOR will designate a Subcontract Administrator who will be responsible for administering the Subcontract Terms and Conditions and who shall act as the CONTRACTOR’s authorized representative. Additionally, all correspondence shall be issued and received by the designed Subcontract Administrator. The only individual authorized to legally bind the CONTRACTOR and/or to extend, terminate, or modify this Subcontractor, or to deviate from, or waive, any of the terms or requirements herein, is the cognizant Subcontract Administrator.

(b) The CONTRACTOR will designate a Subcontract Technical Representative (STR) who is authorized to provide technical direction relating to the performance of the Subcontract.

Technical direction must be within the scope of work stated in the SUBCONTRACT (or Order as applicable). The STR is authorized to direct the SUBCONTRACTOR only in the following ways:

(1) Filling in technical details or shifting work emphasis between work areas;

(2) Providing information to the SUBCONTRACTOR that assists in interpreting drawings, specifications, or technical portions of the work description; or

(3) Reviewing and approving, technical reports, drawings, specifications, and technical information to be delivered by the SUBCONTRACTOR.

(c) The STR does not have authority to, and may not, assign additional work outside the Statement of Work or applicable Order; change any contractual terms and conditions or any other contractual requirements whatsoever; provide direction that causes an increase or decrease in the estimated cost/price, including a Not To Exceed (NTE) price, specified in the Subcontract or applicable Order or which increases the time required to complete performance.

(d) The SUBCONTRACTOR shall proceed promptly with all direction duly issued by the STR in accordance with this clause. In the event the STR issues direction, which he/she may not be authorized to issue pursuant to this clause, the SUBCONTRACTOR shall immediately contact the Subcontract Administrator for resolution before proceeding with the work. Additionally, should the SUBCONTRACTOR and STR disagree over the technical requirements of the Subcontract; such matters will be immediately referred to the CONTRACTOR'S Subcontract Administrator for resolution.

C-6 SUBCONTRACTOR’S AUTHORIZED REPRESENTATIVE

Prior to commencing work, SUBCONTRACTOR shall designate in writing an authorized representative, acceptable to CONTRACTOR, to represent and act for SUBCONTRACTOR and shall specify any and all limitations of such representative's authority. Such representative shall be present or be represented at the Site of Work at all times when Work is in progress and shall be empowered to receive communications in accordance with this Subcontract on behalf of SUBCONTRACTOR.

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During periods when the Work is suspended, arrangements shall be made for an authorized representative, acceptable to CONTRACTOR, for any emergency work that may be required.

Notification of changes of authorized representatives for either CONTRACTOR or SUBCONTRACTOR shall be provided ten-calendar (10) days in advance by written notification to the other party.

C-7 NOTICES

Any notices provided for hereunder shall be in writing and may be served either personally or by first class mail, facsimile, or electronic mail on the authorized representative of the receiving party.

C-8 SUBCONTRACT INTERPRETATION

All questions concerning interpretation or clarification of this Subcontract, including the discovery of conflicts, errors and omissions, or the acceptable performance thereof by SUBCONTRACTOR, shall be immediately submitted in writing to the Subcontract Administrator for resolution. All determinations, instructions, and clarifications by the Subcontract Administrator shall be final, unless disputed in accordance with the Disputes clause of this Subcontract. SUBCONTRACTOR shall proceed with the Work in accordance with the determinations, instructions, and clarifications by Subcontract Administrator. SUBCONTRACTOR shall be solely responsible for requesting instructions or interpretations and shall be solely liable for any cost and expenses arising from its failure to do so.

C-9 STANDARDS AND CODES

Wherever references are made in this Subcontract to industry 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 or Task Order under this Subcontract shall apply, unless otherwise expressly stated. In case of any conflict between any referenced standards and codes and any part of this Subcontract, the latter shall govern.

C-10 LAWS AND REGULATIONS

(a) SUBCONTRACTOR agrees that it shall comply with all applicable Federal, state, and local laws, ordinances, statutes, rules, regulations, orders or decrees in effect at the time the Work under this Subcontract is performed, and SUBCONTRACTOR shall ensure that its employees, officers, agents, representatives, and lower-tier subcontractors also comply.

(b) If SUBCONTRACTOR discovers any discrepancy or inconsistency between this Subcontract and any law, ordinance, statute, rule, regulation, order, or decree, SUBCONTRACTOR shall report the same immediately, in writing, to the Subcontract Administrator who will issue such further instructions as may be necessary.

C-11 DISPUTE RESOLUTION AND CHOICE OF LAW

(a) Definitions. For purposes of this clause:

“Board” means the Civilian Board of Contract Appeals or such successor Board as may be established by law.

“Arbitration decision” means a decision of the Board, or another mutually agreed upon arbitrator in the event that the Board is not available, in an arbitration action pursuant to this clause.

“Claim” means a written demand or written assertion by either contracting party seeking as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of a Subcontract term, or other relief arising under, or relating to, this Subcontract. A voucher, invoice, or other request for payment or equitable adjustment under the terms of the Subcontract that is not in dispute when submitted is not a claim. The SUBCONTRACTOR may convert such submission into a claim if it is disputed either as to liability or amount, or is not acted upon in a reasonable time, by demanding a decision by the Subcontract Administrator.

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“Counterclaim” means a claim asserted in a pleading filed with the Board in an arbitration proceeding pursuant to this clause, which arises from the same occurrence, or transaction that is the subject matter of the opposing party’s claim. Counterclaims do not need to be submitted to the Subcontract Administrator for decision.

(b) Nature of the Subcontract. This Subcontract is not a Government contract and, therefore, is not subject to the Contract Disputes Act of 1978 (41 U.S.C. §§601-613). SUBCONTRACTOR acknowledges that GOVERNMENT is not a party to the Subcontract, and, for purposes of the Subcontract, CONTRACTOR is not an agent of the Government. Consequently, the provision for arbitration by the Board, as provided for in this clause, does not create or imply the existence of privity of contract between SUBCONTRACTOR and GOVERNMENT.

(c) Scope of Clause. The rights and procedures set forth in this clause are the exclusive rights and procedures for resolution of all claims and disputes arising under, or relating to, this Subcontract, and no action based upon any claim or dispute arising under, or relating to, this Subcontract shall be brought in any court except as provided in this clause. The Parties shall be bound by any arbitration decision rendered pursuant to this clause, which shall be vacated, modified, or corrected only as provided in the Federal Arbitration Act (9 U.S.C. §§1-16). An arbitration decision may only be enforced in any court of competent jurisdiction in the state of Nevada.

(d) Filing a Claim/Subcontract Administrator’s Decision.

(1) Unless otherwise provided in this Subcontract, SUBCONTRACTOR must file any claim against CONTRACTOR within one (1) year after SUBCONTRACTOR knew or should have known the facts giving rise to the claim. Failure to file a claim within the period prescribed by this paragraph shall constitute a waiver of SUBCONTRACTOR’S claim in its entirety and SUBCONTRACTOR shall THEREBY release the CONTRACTOR of any such claim.

(2) SUBCONTRACTOR shall submit any claim in writing to the Subcontract Administrator who shall issue a decision on the matter within 60 days of receipt of the claim (unless additional time is required to a render a decision, in which case the Subcontract Administrator shall notify the SUBCONTRACTOR of the amount of additional time needed). If the Subcontract Administrator fails to issue a decision within 60 days (or within the amount of time specified in the notification provided by the Subcontract Administrator), the SUBCONTRACTOR’S claim shall be deemed denied, and the SUBCONTRACTOR may request mediation or demand arbitration as provided in paragraphs (e) and (f) of this clause.

(3) CONTRACTOR may, at any time prior to final payment under the Subcontract or expiration of any warranty period, or within one (1) year of learning of facts or circumstances giving rise to a claim if after final payment or the expiration of the warranty period, whichever is later, file a claim against SUBCONTRACTOR by issuing a written decision by the Subcontract Administrator asserting such a claim.

(4) The decision of the Subcontract Administrator shall be final and conclusive unless SUBCONTRACTOR requests mediation or demands arbitration in accordance with the terms of this clause. If SUBCONTRACTOR does not request mediation or demand arbitration within the time limits provided within this clause, the decision of the Subcontract Administrator shall be binding and final with the same force and effect as a binding judgement or arbitration decision and may be strictly enforced by any court of competent jurisdiction or by any other means available to CONTRACTOR under applicable state or federal law.

(e) Request for Mediation.

(1) If the decision of the Subcontract Administrator is not satisfactory to the SUBCONTRACTOR, or the Subcontract Administrator has failed to timely issue a decision in accordance with subparagraph (d) 2) of this provision, and SUBCONTRACTOR desires to pursue further action, SUBCONTRACTOR may request that the matter be scheduled for mediation. The request for mediation must be made within 45 days after receipt of the Subcontract Administrator’s decision.

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(2) If the Subcontract Administrator believes that mediation of the dispute is likely to lead to a satisfactory resolution, he or she will so inform SUBCONTRACTOR and the matter will be scheduled for mediation. The Parties will agree on the format of the mediation and will jointly select the mediator. The cost of the mediator and related expenses shall be divided evenly between the parties. Each Party shall bear its own attorneys’ fees and any other related costs.

(3) If the Subcontract Administrator decides that mediation is not likely to lead to a satisfactory resolution of the claim, or that a mediation undertaken pursuant to this clause has been unsuccessful, he or she will so inform SUBCONTRACTOR in writing.

(f) Demand for Arbitration. If the decision of the Subcontract Administrator is not satisfactory to SUBCONTRACTOR, or if SUBCONTRACTOR’S request for mediation has been denied, or a mediation undertaken pursuant to paragraph (e) of this clause has been unsuccessful, or the Subcontract Administrator has failed to timely issue a decision in accordance with subparagraph(d) (2) of this clause, and SUBCONTRACTOR desires to pursue further action, SUBCONTRACTOR must submit to the Board a written demand for arbitration of the claim within 45 days after receipt of the Subcontract Administrator’s decision, or within 45 days after the Subcontract Administrator notifies SUBCONTRACTOR that its request for mediation has been denied or that the mediation undertaken pursuant to paragraph (e) has been unsuccessful, whichever is later.

(g) Arbitration Procedures/Costs. The Board shall arbitrate the claim and any counterclaims in accordance with the Rules of the Board. All claims for $100,000 or less shall be arbitrated under the Board’s Small Claims (Expedited) Procedure. All other claims, regardless of dollar amount, shall be arbitrated under the Board’s Accelerated Procedure. Both Parties shall be afforded an opportunity to be heard and to present evidence in accordance with the Rules of the Board.

Unless the Board orders otherwise, each Party shall pay its own costs of prosecuting or defending an arbitration before the Board, and the costs of the arbitration services shall be divided evenly between the Parties.

(h) Unavailability of the Board. In the event the Board is unavailable to arbitrate the claim, the Subcontractor may file a demand for arbitration with the Subcontract Administrator within 45 days of learning that the Board is unavailable. The Parties shall then select an arbitrator by mutual agreement. At a minimum, the arbitrator shall have extensive experience and expertise in Federal Government contracts law. Each Party shall pay its own costs of prosecuting or defending the arbitration and the costs of the arbitration services shall be divided evenly between the Parties.

(i) Review and Effect of Arbitration Decision. An arbitration decision shall be final and conclusive unless a party files a timely action to vacate, modify, or correct the decision pursuant to the Federal Arbitration Act. A final arbitration decision shall be binding and may be enforced in any court of competent jurisdiction in the State of Nevada or by any other means available under federal or state law.

(j) Subcontractor Performance Pending Claim Resolution. SUBCONTRACTOR shall proceed diligently with performance of the Subcontract and shall comply with any decision of the Subcontract Administrator pending final resolution of any claim or dispute arising under, or relating to, the Subcontract.

(k) Choice of Law. The Subcontract shall be governed by federal law, excluding conflicts of laws rules, as provided in this paragraph. Irrespective of the place of award, execution, or performance, the Subcontract shall be construed and interpreted, and its validity determined, according to the federal common law of government contracts as enunciated and applied to prime government contracts by the federal boards of contract appeals and federal courts having appellate jurisdiction over their decisions rendered pursuant to the Contract Disputes Act of 1978.

The Federal Arbitration Act, other federal statutes, and federal rules shall govern as applicable.

To the extent that federal common law of government contracts is not dispositive, the laws of the State of Nevada shall apply.

(l) Interest. Interest on amounts adjudicated due and unpaid by a party shall be paid from the date the complaining party files a demand for arbitration with the Board. Interest on claims shall be paid at the rate established by the Secretary of the Treasury of the United States pursuant to

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Public Law 92-41 (85 Stat. 97).

C-12 WAIVER OF LIENS

(a) SUBCONTRACTOR shall promptly pay all undisputed claims of persons, companies, vendors, and all lower-tier subcontractors furnishing labor, equipment or materials used in performance of this Subcontract. CONTRACTOR may require SUBCONTRACTOR to submit satisfactory evidence of payment and releases of all such claims. If there is any evidence of any such unpaid claim, CONTRACTOR may withhold any payment until SUBCONTRACTOR has furnished such evidence of payment and release and shall indemnify and defend CONTRACTOR against any liability or loss arising from any such claim.

(b) SUBCONTRACTOR acknowledges that the Work to be performed under this Subcontract is federally funded. Accordingly, any construction, equipment, real or personal property, materials or other products or services furnished under this Subcontract are not subject to liens or other encumbrances. Nevertheless, for the avoidance of doubt, in order to assure the CONTRACTOR and Government of the prompt and unrestricted use of the property for which the supplies or services are provided under this Subcontract, SUBCONTRACTOR hereby waives, and releases CONTRACTOR and the Government, from any and all liens which it might otherwise assert in the resolution of disputes arising out of the performance of this Subcontract. This waiver is not intended to be, nor will it be construed to be, a limitation of any of SUBCONTRACTOR'S other rights under this Subcontract or its other legal remedies. SUBCONTRACTOR further agrees to incorporate the substance of this clause into all lower-tier subcontracts.

C-13 INSURANCE, TAXES, AND CONTRIBUTIONS

(a) 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 the Government from any liability on account of any and all such taxes, levies, duties, assessments and deductions.

(b) SUBCONTRACTOR shall comply with the terms and conditions of the Nevada Industrial Insurance Act, Nevada Occupational Diseases Act and the Industrial Safety Act, or other applicable workers’ compensation law, and shall furnish the CONTRACTOR with a Certificate of Coverage issued by the Employer’s Insurance Company of Nevada or other worker’s comp insurer authorized by the State of Nevada, or in compliance with the workers' compensation laws applicable in the state(s) in which the Work is being performed, or, if SUBCONTRACTOR is self-insured, shall furnish certification of same. If, for any reason, the SUBCONTRACTOR does not qualify for, or for any reason does not carry insurance under these Acts, the SUBCONTRACTOR herewith agrees to save and hold harmless and indemnify the Government and the CONTRACTOR from all liabilities resulting from any injury of an occupational nature as described in these Acts and Rulings of the Employer’s Insurance Company of Nevada or other authorized worker’s or comp insurer of Nevada, or in compliance with workers' compensation laws applicable in the state in which the Work is being performed.

(c) SUBCONTRACTOR agrees to, and does hereby accept, full and exclusive liability for the payment of any and all contributions for taxes for Unemployment Insurance and/or Old Age Retirement Benefits, pensions or annuities, now or hereafter imposed by the Government of the United States, and/or by the Government of any state or territory of the United States which are measured by the wages, salaries or other remunerations paid to persons employed by the SUBCONTRACTOR for Work performed under the terms of this Subcontract.

C-14 LABOR, PERSONNEL, AND WORK RULES

(a) SUBCONTRACTOR shall employ only competent and skilled personnel to perform the Work under this Subcontract. SUBCONTRACTOR shall, at CONTRACTOR'S or Government's request, remove from the Work any SUBCONTRACTOR personnel who are: (1) unable to obtain a necessary security clearance (or whose security clearance is denied, suspended, terminated, or revoked), or (2) acting in violation of any provision of this Subcontract, including, (Rev 0, 8/29/2024) Page 10 of 41 but not limited to Site Work, safety or security rules, or (3) at CONTRACTOR’S sole discretion, determined to be inimical (obstruct or harm) to the Work or the interests of CONTRACTOR, the Government, or other customers. In the event an employee is so removed, SUBCONTRACTOR shall promptly replace such individual with another who is fully competent and skilled to perform the Work.

(b) For Work performed on CONTRACTOR or Government premises (including leased facilities), SUBCONTRACTOR shall observe CONTRACTOR'S or Government's procedures, regulations and Work rules to include, but not limited to, established Site working hours and security requirements.

(c) SUBCONTRACTOR shall, to the extent permissible under applicable law, comply with the provisions of any applicable labor agreement(s), e.g., collective bargaining agreement(s), etc.

which apply to the Work under this Subcontract. SUBCONTRACTOR will pay rates of wages and fringe benefits and shall observe hours of Work and other economic terms and conditions of employment required by applicable labor agreements, Federal, state, or Local laws and regulations and by this SUBCONTRACT.

(d) All jurisdictional disputes arising during the course of the Work between unions shall be settled in accordance with the procedural rules and regulations found in the respective collective bargaining agreements. The SUBCONTRACTOR shall insert this clause in any lower-tier subcontracts.

C-15 INFORMATION, DATA, AND SITE CONDITIONS

(a) Government and CONTRACTOR-owned information or data has been provided or may be provided to the SUBCONTRACTOR as specified elsewhere in this Subcontract.

CONTRACTOR makes no representations or warranties as to the accuracy or usefulness of such information or data. It is the SUBCONTRACTOR’S responsibility to verify the accuracy of such information and to obtain all information or data required for performance of SUBCONTRACTOR’S Work. Any time or expenses incurred by SUBCONTRACTOR’S employees in obtaining all such data or information shall be the SUBCONTRACTOR’S responsibility and shall not be charged to this SUBCONTRACT.

(b) The SUBCONTRACTOR acknowledges that it has taken steps reasonably necessary to ascertain the nature and location of the Work, and that it has investigated and satisfied itself as to the general and local conditions which can affect the Work or its cost, including but not limited to (1) conditions bearing upon transportation, disposal, handling, and storage of materials; (2) the availability of labor, lower-tier subcontractors, water, electric power, and roads; (3) uncertainties of weather, river stages, tides, or similar physical conditions at the site;

(4) the conformation and conditions of the ground; and (5) the character of equipment and facilities needed preliminary to and during work performance. The SUBCONTRACTOR also acknowledges that it has satisfied itself as to the character, quality, and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from an inspection of the site, including all exploratory Work done by the Government, as well as from the drawings and specifications made a part of this contract. Any failure of the SUBCONTRACTOR to take the actions described and acknowledged in this paragraph will not relieve the SUBCONTRACTOR from responsibility for estimating properly the difficulty and cost of successfully performing the Work, or for proceeding to successfully perform the Work without additional expense to the Government.

(c) The CONTRACTOR assumes no responsibility for any conclusions or interpretations made by the SUBCONTRACTOR based on the information made available by the CONTRACTOR. Nor does the CONTRACTOR assume responsibility for any understanding reached or representation made concerning conditions, which can affect the Work by any of its officers or agents before the execution of this contract, unless that understanding or representation is expressly stated in this Subcontract.

C-16 CONFIDENTIALITY OF INFORMATION

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(a) To the extent that the Work under this Subcontract requires the SUBCONTRACTOR to be given access to confidential or proprietary business, technical, or financial information (Sensitive Information) belonging to the Government, third parties, or the CONTRACTOR, including Official Use Only (OUO) information, Unclassified Controlled Nuclear Information (UCNI), and Personally Identifiable Information (PII) (see clauses entitled “Official Use Only (OUO) Documents/Information” and Unclassified Controlled Nuclear Information (UCNI) for additional requirements), the SUBCONTRACTOR shall, after receipt thereof, treat such information as confidential and agrees not to appropriate such information to its own use or to disclose such information to third parties unless specifically authorized by the CONTRACTOR in writing. All CONTRACTOR or Government data, including, without limitation, designs, processes, drawings, specifications, reports, schedules, statements of work, financial information, OUO information, UCNI, and PII etc., as well as any data developed or generated under this Subcontract, is Sensitive Information which shall be protected from improper disclosure in accordance with this clause. The foregoing obligations, however, shall not apply to information, which, at the time of receipt by the SUBCONTRACTOR, is legally in the public domain other than through the fault or negligence of the SUBCONTRACTOR.

(b) The SUBCONTRACTOR shall obtain the written agreement, in a form satisfactory to the CONTRACTOR, of each SUBCONTRACTOR employee permitted access to Sensitive Information, whereby the employee agrees that he/she will not discuss, divulge, or disclose any such information or data to any person or entity except to authorized individuals in their official capacity to the extent necessary for the performance of the Subcontract. SUBCONTRACTOR employees shall also be required to agree that they will not appropriate any such information or their own use or that of another party without the express authorization of the Subcontract Administrator.

(c) The SUBCONTRACTOR agrees, if requested by the CONTRACTOR, to sign an agreement identical, in all material respects, to the provisions of this clause, with each entity supplying Sensitive Information to the SUBCONTRACTOR under this Subcontract, and to supply a copy of such agreement to the CONTRACTOR. From time-to-time, upon request of the CONTRACTOR, the SUBCONTRACTOR shall supply the CONTRACTOR with reports itemizing information received as confidential or proprietary and setting forth the entities from which the SUBCONTRACTOR received such information.

(d) SUBCONTRACTOR shall obtain the written agreement of each employee permitted access to Sensitive Information, whereby the employee agrees that such information or data that the SUBCONTRACTOR is obligated to treat in confidence will not be misappropriated or discussed, divulged or disclosed except to those persons within the SUBCONTRACTOR organization directly concerned with the performance of this Subcontract or to CONTRACTOR or Government representatives. SUBCONTRACTOR agrees to obtain from each employee a confidentiality agreement acceptable to CONTRACTOR and/or the DOE/NNSA Contracting Officer and to furnish copies upon request.

(e) SUBCONTRACTOR shall include the foregoing confidentiality requirements in all lower-tier subcontracts and purchase orders.

C-17 EXCUSABLE DELAYS

(a) Except for defaults of lower-tier subcontractors, a Party shall not be in default because of any failure to perform this Subcontract under its terms if the failure arises from causes beyond the control and without the fault or negligence of the Party and only if the Party provides notice to the other Party of the failure and the conditions causing the failure within a reasonable amount of time. Examples of these causes are (1) acts of God or of the public enemy, (2) acts of the Government in either its sovereign or contractual capacity, (3) fires, (4) floods, (5) epidemics,

(6) quarantine restrictions, (7) strikes, (8) freight embargoes, and (9) unusually severe weather. In each instance, the failure to perform must be beyond the control and without the fault or negligence of the Party. “Default” includes failure to make progress in the work so as to endanger performance.

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(b) If the failure to perform is caused by the failure of a lower-tier subcontractor at any tier to perform or make progress, and if the cause of the failure was beyond the control of both the SUBCONTRACTOR and the lower-tier subcontractor, and without the fault or negligence of either, the SUBCONTRACTOR shall not be deemed to be in default unless the subcontracted supplies or services were obtainable from other sources at fair market value.

(c) To the extent that paragraph (a) applies as determined by the Subcontract Administrator, the Parties shall agree upon a reasonable revision to the delivery or performance schedule, subject to the rights of the CONTRACTOR under the termination for convenience provisions of this

SUBCONTRACT.

C-18 INNOVATIONS; WORK-MADE-FOR-HIRE; REPORTING; ASSIGNMENT

(a) SUBCONTRACTOR hereby acknowledges:

(1) All Work performed under this Subcontract is specifically ordered or commissioned by

CONTRACTOR;

(2) The Work constitutes and shall constitute a work-made-for-hire as defined in the U.S.

Copyright Act of 1976; and

(3) CONTRACTOR is and shall be the author of said work-made-for-hire and the owner of all rights in and to the Work to the extent provided in the applicable Intellectual Property clauses of this Subcontract.

(b) SUBCONTRACTOR agrees to require SUBCONTRACTOR Personnel to agree in writing to disclose to SUBCONTRACTOR management all innovations and/or work-made-for-hire, whether or not patentable, copyrightable or registrable, including but not limited to products, processes, methods, systems, designs, techniques, mask works, computer programs, facilities, equipment, and devices that have been or may be conceived or generated by SUBCONTRACTOR Personnel solely or jointly with others during the period of performance under this Subcontract:

(1) Which are along the lines of or relate to the business, work, or investigations of CONTRACTOR or Work to be performed under this Subcontract, or of any company with which CONTRACTOR is affiliated;

(2) Which result from or arise out of any Work SUBCONTRACTOR Personnel may do under this Subcontract;

(3) Which result from or arise out of any Proprietary Information that may have been disclosed or otherwise made available to SUBCONTRACTOR Personnel as a result of duties assigned to them under this Subcontract; or

(4) Which are otherwise made through the use of official time in performing services under this Subcontract via use of CONTRACTOR or Government facilities, materials, equipment, property, or funding.

(c) SUBCONTRACTOR’S obligations to report such innovations to CONTRACTOR, and the ownership and use rights for such innovations, are governed by the applicable intellectual property clauses of this Subcontract, including but not limited to applicable FAR and DEAR clauses incorporated by reference in this Exhibit C or elsewhere in this Subcontract. To the extent that the applicable intellectual property clauses of this Subcontract require that ownership of such innovations be assigned to the Government and/or to the CONTRACTOR, the SUBCONTRACTOR agrees to require SUBCONTRACTOR Personnel to execute appropriate assignments to CONTRACTOR and /or to the Government or their assigns, nominees, or successors and to provide copies of such written assignments to CONTRACTOR.

(d) SUBCONTRACTOR shall include the foregoing requirements in all lower-tier subcontracts except for purchases of commercial-off-the-shelf (COTS) supplies, materials, or equipment.

C-19 PUBLICITY AND ADVERTISING

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(a) SUBCONTRACTOR shall not make any announcement, take any photographs, or release any information concerning this Subcontract, or the CONTRACTOR’S Prime Contract, or the Government’s or CONTRACTOR’S operations, or any part thereof, to any member of the public, press, business entity, or any official body unless prior written consent is obtained from the Subcontract Administrator, or unless ordered to do so by a court of competent jurisdiction.

(b) SUBCONTRACTOR shall not allow any publication or public presentation or disclosure of information developed, or Government/CONTRACTOR-owned information received, pursuant to this Subcontract or as a result of the work performed under this Subcontract (including without limitation reports, journal articles, thesis or dissertations, conference presentations and the like) without prior written authorization of the Subcontract Administrator and approval by the Government. SUBCONTRACTOR should allow at least 45 days for the clearance process, or a longer time if Classified, Controlled Nuclear, or other sensitive or controlled unclassified information is involved.

C-20 CHANGES

The Subcontract Administrator may at any time, and without notice to the sureties, if any, by written revision, direct additions, deletions or changes, including acceleration or deceleration, to all or any part of the Work, including the specifications, drawings, designs, method or manner of performance, and Government-furnished property or services, and SUBCONTRACTOR agrees to perform such Work as changed. If any such change causes an increase or decrease in SUBCONTRACTOR'S cost of, or the time required for the performance of any part of the Work, SUBCONTRACTOR may request that the Subcontract Administrator make an equitable adjustment to the price, the delivery schedule, or both, and the Subcontract shall be modified to the extent of the actual impact of the change on price and/or schedule. Nothing in this SUBCONTRACT shall excuse SUBCONTRACTOR from proceeding with the Subcontract as changed, whether or not an equitable adjustment has been made. The SUBCONTRACTOR must assert its claim for an equitable adjustment under this clause within 20 days of receipt of the change notice and failure to do so will constitute a waiver of any such claim for equitable adjustment under this Subcontract. Equitable Adjustments shall be made based only on the actual or estimated cost and or/schedule impact as demonstrated by adequate supporting documentation provided by the SUBCONTRACTOR. This clause applies to the Subcontract as well as to all task orders, delivery orders, work releases, task assignments, purchase order releases, and all other similar tasking documents which may be issued under this Subcontract (if any). Only the Subcontract Administrator has the authority to change or modify the Subcontract on behalf of the CONTRACTOR.

C-21 INTEREST AND OTHER FINANCIAL COSTS

Under no circumstances shall SUBCONTRACTOR be entitled to recover prejudgment interest or interest and other financial costs as defined in FAR Part 31.205-20 on any claims for extra costs except to the extent CONTRACTOR is reimbursed for or recovers such costs under its prime contract with the Government.

C-22 OWNERSHIP AND DISPOSITION OF RECORDS

Government-owned records. Except as provided elsewhere in this Subcontract, all records, data, documents, reports, drawings, maps, recordings, or other information, whether in electronic form or hard copy and regardless of form or format, acquired or generated by the SUBCONTRACTOR in its performance of this Subcontract shall be the property of the CONTRACTOR and/or the Government and shall be delivered to the CONTRACTOR and/or the Government as directed by the Subcontract Administrator, or otherwise disposed of by the SUBCONTRACTOR either as the Subcontract Administrator may from time-to-time direct during the progress of the Work or, in any event, as the Subcontract Administrator shall direct upon completion or termination of the Subcontract. Except as may otherwise be provided elsewhere in this Subcontract. The CONTRACTOR and the Government shall have the right to use all or any part of said data or information for any purpose whatsoever consistent with applicable laws and regulations.

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C-23 EXAMINATION OF SUBCONTRACTOR’S RECORDS

SUBCONTRACTOR shall maintain books and accounts of SUBCONTRACTOR'S charges under this Subcontract in accordance with generally accepted accounting principles and practices. For the duration of the Subcontract and for a period of three (3) years thereafter CONTRACTOR, Government or their representatives shall have the right to examine during SUBCONTRACTOR'S normal business hours these books and accounts and any other relevant records to the extent required to verify charges, labor hours, and any reimbursable costs (excluding lump sum and established standard allowances and rates) incurred where such costs are the basis of compensation to SUBCONTRACTOR hereunder or for evaluating the reasonableness of proposed Subcontract price adjustments and claims.

C-24 WARRANTY

(a) Notwithstanding inspection and acceptance by the CONTRACTOR or payment made for any supplies or services received by the CONTRACTOR, and notwithstanding any contrary provision in this Subcontract concerning the conclusiveness of inspection, acceptance, or payment, the SUBCONTRACTOR warrants that all services performed, or supplies delivered, under this Subcontract will, at the time of acceptance, be free from defects in workmanship and conform to the requirements of this Subcontract, including any orders placed hereunder. The

CONTRACTOR may at any time, either prior to or after inspection, acceptance, or payment, give written notice of any defect or…