Revised_Tulsa_Co_Smelter_FY25-_Performance_Work_Statement_(PWS)_v2_0001.pdf

PERFORMANCE WORK STATEMENT

Statement of Work for Negotiations Support at the Tulsa County Smelter Complex Natural Resource Damage Assessment and Restoration Case, Tulsa County, OK

Part 1

General Information

1. GENERAL: This is a non-personnel services contract to provide management, supervision, labor, and other items and non-personal services necessary to provide Negotiations Support for the Tulsa County Smelter Complex (TCSC) Natural Resource Damage Assessment and Restoration (NRDAR) Case. The Government shall not exercise any supervision or control over the contract service providers performing the services herein. Such contract service providers shall be accountable solely to the Contractor who, in turn is responsible to the Government.

1.1 Description of Services/Introduction: The contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items and non-personal services necessary to perform Negotiations Support as defined in this Performance Work Statement (PWS) except for those items specified as government furnished property and services. The contractor shall perform to the standards in this contract.

1.2 Background: The TCSC NRDAR Site combines the Tulsa Fuels and Manufacturing (TFM) Facility with the Collinsville Smelter Facility (hereinafter known as the “Facilities”) in Tulsa County, Oklahoma.

The NRDAR Trustees, including the Department of the Interior (DOI), represented by the U.S. Fish and Wildlife Service (FWS), the State of Oklahoma, and the Cherokee Nation, determined that the injuries and damages from the Facilities will be evaluated as one NRDAR site because the Facilities: 1) are across the highway from each other, 2) smelted ore from the same source, and 3) have overlapping and inseparable injury to trust resources that extend beyond the facility perimeters.

The TFM Facility is a 60-acre former zinc smelter and lead roaster and is located approximately 1.3 miles from the downtown area of Collinsville, Tulsa County, Oklahoma. It was operated from 1914-1925 by New Jersey Zinc Company. TCI Pacific Communications Inc. (TCI) is the successor in-interest to New Jersey Zinc Company. The Collinsville Smelter Facility is located approximately one mile south of Collinsville, Tulsa County, Oklahoma and across Old Highway 169 to the east-northeast of the TFM Facility. The Collinsville Smelter Facility operated as a zinc smelter between 1911 and 1918 by the Bartlesville Zinc Company. Cyprus Amax Mineral Company (Cyprus) is the successor of the now dissolved Bartlesville Zinc Company.

The clean-up at the Facilities generally included capping and removal of contaminated material and impacted soil. Onsite smelter waste was exposed for over 70 years with no protective cover material or any method to reduce runoff from the Facilities to the TCSC Site before remediation. In addition, Cyprus addressed cleanup in the City of Collinsville due to historic smelter emissions and the transport of smelter material off-site. Due to the time period in which the smelters operated, it is unlikely any air emission control devices were used and metal contamination occurred from to aerial deposition of stack emissions.

The lack of control measures has likely resulted in contaminant migration via surface runoff, fugitive dusts, and infiltration to offsite areas from the beginning of smelting operations until the present time.

In January of 2018, the TSCS Trustee Council sent the PreAssessment Screen and Notice of Intent to perform an assessment to Cyprus and TCI along with an invitation to meet. In June 2018, representatives of the natural resource co-trustees, met with representatives from Cyprus. TCI declined to meet with the co-trustees. In mid- 2019 through early 2020, DOI and the Department of Justice (DOJ) sought to negotiate a tolling agreement in support of settlement discussions with Cyprus and TCI. In July 2020, both potentially responsible parties (PRPs) signed a one-year to the original Tolling Agreement. Cyprus Amax and TCI have since extended the Tolling Agreement annually with a new end date of June 2025.

1.3 Objectives: The Contractor will support the Trustees in preparing for settlement negotiations.

1.4 Scope: Services include: Prepare a presentation to the PRPs that includes both the Ecological and Cultural components of the NRDAR claim for negotiations, review technical information or other information provided by the PRPs in response to the negotiations presentation, assist Trustees in evaluating settlement offers from PRPs, and assist in development of counteroffers to the PRPs. The contractor shall support the Trustees throughout the negotiations process with the PRPs on the ecological and cultural claims.

1.5 Period of Performance: The period of performance shall be for one (1) Base Year of 12 months and one (1) 12-month option year. The Period of Performance reads as follows:

Base Year: May 1, 2025 – April 30, 2026 Option Year I May 1, 2026 – April 30, 2027

1.6 General Information

1.6.1 Quality Control: The contractor shall develop and maintain an effective quality control program to ensure services are performed in accordance with this PWS. The contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. The contractor’s quality control program is the means by which he assures himself that his work complies with the requirement of the contract.

1.6.2 Quality Assurance: The government shall evaluate the contractor’s performance under this contract in accordance with the Quality Assurance Surveillance Plan. This plan is primarily focused on what the Government must do to ensure that the contractor has performed in accordance with the performance standards. It defines how the performance standards will be applied, the frequency of surveillance, and the minimum acceptable defect rate(s).

1.6.3 Recognized Holidays: The contractor is not required to perform services on the following holidays:

New Year’s Day Labor Day Martin Luther King Jr.’s Birthday Columbus Day President’s Day Veteran’s Day Memorial Day Thanksgiving Day Juneteenth Christmas Day Independence Day

1.6.4 Hours of Operation: The contractor is responsible for conducting business, between the hours of 8:00am to 5:00pm Central Time (CT), Monday thru Friday except Federal holidays or when the Government facility is closed due to local or national emergencies, administrative closings, or similar Government directed facility closings. For other than firm fixed price contracts, the contractor will not be reimbursed when the government facility is closed for the above reasons. The Contractor must at all times maintain an adequate workforce for the uninterrupted performance of all tasks defined within this PWS when the Government facility is not closed for the above reasons. When hiring personnel, the Contractor shall keep in mind that the stability and continuity of the workforce are essential.

1.6.5 Place of Performance: The work to be performed under this contract will be performed at contractor facility or government facilities.

1.6.6 Type of Contract: The government will award a firm fixed price contract.

1.6.7 Security Requirements: Contractor personnel performing work under this contract must have a nondisclosure agreement at the time of the proposal submission and must maintain the level of security required for the life of the contract.

1.6.7.1 PHYSICAL Security: Not applicable.

1.6.8 Special Qualifications: All contractors will have their qualifications reviewed to determine if they possess the following knowledge, skills and abilities required to successfully perform the work of this contract:

Knowledge of the Federal and state laws and regulations pertaining to environmental contaminants and NRDAR

Knowledge of legal framework related to negotiations and settlement processes

Skill and experience with negotiating with PRPs

Knowledge of tribal and cultural resources as it relates to NRDA

A minimum of five (5) years’ experience working with tribal nations on NRDA damage claims

Experience with Habitat Equivalency Analysis (HEA) as an economic tool for assessing lost services and scaling restoration

Knowledge of biological resources and environmental contaminants pertaining to the TCSC case (e.g. heavy metals)

1.6.9 Post Award Conference/Periodic Progress Meetings: The Contractor agrees to attend any post award conference convened by the contracting activity or contract administration office in accordance with Federal Acquisition Regulation Subpart 42.5. The contracting officer, Contracting Officers Representative (COR), and other Government personnel, as appropriate, may meet periodically with the contractor to review the contractor's performance. At these meetings the contracting officer will apprise the contractor of how the government views the contractor's performance and the contractor will apprise the Government of problems, if any, being experienced. Appropriate action shall be taken to resolve outstanding issues.

These meetings shall be at no additional cost to the government.

1.6.10 Contracting Officer Representative (COR): The (COR) will be identified by separate letter. The COR monitors all technical aspects of the contract and assists in contract administration The COR is authorized to perform the following functions: assure that the Contractor performs the technical requirements of the contract: perform inspections necessary in connection with contract performance:

maintain written and oral communications with the Contractor concerning technical aspects of the contract:

issue written interpretations of technical requirements, including Government drawings, designs, specifications: monitor Contractor's performance and notifies both the Contracting Officer and Contractor of any deficiencies; coordinate availability of government furnished property, and provide site entry of Contractor personnel. A letter of designation issued to the COR, a copy of which is sent to the Contractor, states the responsibilities and limitations of the COR, especially with regard to changes in cost or price, estimates or changes in delivery dates. The COR is not authorized to change any of the terms and conditions of the resulting order.

1.6.11 Key Personnel: The contractor shall be responsible for the performance of the work. The name of this person and an alternate who shall act for the contractor when the manager is absent shall be designated in writing to the contracting officer. The Environmental Consultant or alternate shall have full authority to act for the contractor on all contract matters relating to daily operation of this contract. The Technical Specialist or alternate shall be available between 8:00 a.m. to 5:00p.m., Monday thru Friday except Federal holidays or when the government facility is closed for administrative reasons.

1.6.12 Identification of Contractor Employees: All contract personnel attending meetings, answering Government telephones, and working in other situations where their contractor status is not obvious to third parties are required to identify themselves as such to avoid creating an impression in the minds of members of the public that they are Government officials. They must also ensure that all documents or reports produced by contractors are suitably marked as contractor products or that contractor participation is appropriately disclosed.

1.6.13 Data Rights: The Government has unlimited rights to all documents/material produced under this contract. All documents and materials, to include the source codes of any software, produced under this contract shall be Government owned and are the property of the Government with all rights and privileges of ownership/copyright belonging exclusively to the Government. These documents and materials may not be used or sold by the contractor without written permission from the Contracting Officer. All materials supplied to the Government shall be the sole property of the Government and may not be used for any other purpose. This right does not abrogate any other Government rights.

1.6.14 Organizational Conflict of Interest: Contractor and subcontractor personnel performing work under this contract may receive, have access to or participate in the development of proprietary or source selection information (e.g., cost or pricing information, budget information or analyses, specifications or work statements, etc.) or perform evaluation services which may create a current or subsequent Organizational Conflict of Interests (OCI) as defined in FAR Subpart 9.5. The Contractor shall notify the Contracting Officer immediately whenever it becomes aware that such access or participation may result in any actual or potential OCI and shall promptly submit a plan to the Contracting Officer to avoid or mitigate any such OCI. The Contractor’s mitigation plan will be determined to be acceptable solely at the discretion of the Contracting Officer and in the event the Contracting Officer unilaterally determines that any such OCI cannot be satisfactorily avoided or mitigated, the Contracting Officer may effect other remedies as he or she deems necessary, including prohibiting the Contractor from participation in subsequent contracted requirements which may be affected by the OCI.

PART 2

DEFINITIONS & ACRONYMS

2. DEFINITIONS AND ACRONYMS:

2.1. DEFINITIONS:

2.1.1. CONTRACTOR. A supplier or vendor awarded a contract to provide specific supplies or service to the government. The term used in this contract refers to the prime.

2.1.2. CONTRACTING OFFICER. A person with authority to enter into, administer, and or terminate contracts, and make related determinations and findings on behalf of the government. Note: The only individual who can legally bind the government.

2.1.3. CONTRACTING OFFICER'S REPRESENTATIVE (COR). An employee of the U.S. Government appointed by the contracting officer to administer the contract. Such appointment shall be in writing and shall state the scope of authority and limitations. This individual has authority to provide technical direction to the Contractor as long as that direction is within the scope of the contract, does not constitute a change, and has no funding implications. This individual does NOT have authority to change the terms and conditions of the contract.

2.1.4. DEFECTIVE SERVICE. A service output that does not meet the standard of performance associated with the Performance Work Statement.

2.1.5. DELIVERABLE. Anything that can be physically delivered, but may include non-manufactured things such as meeting minutes or reports.

2.1.6. KEY PERSONNEL. Contractor personnel that are evaluated in a source selection process and that may be required to be used in the performance of a contract by the Key Personnel listed in the PWS. When key personnel are used as an evaluation factor in best value procurement, an offer can be rejected if it does not have a firm commitment from the persons that are listed in the proposal.

2.1.7. PHYSICAL SECURITY. Actions that prevent the loss or damage of Government property.

2.1.8. QUALITY ASSURANCE (QA). The government procedures to verify that services being performed by the Contractor are performed according to acceptable standards.

2.1.9. QUALITY ASSURANCE Surveillance Plan (QASP). An organized written document specifying the surveillance methodology to be used for surveillance of contractor performance.

2.1.10. QUALITY CONTROL (QC). All necessary measures taken by the Contractor to assure that the quality of an end product or service shall meet contract requirements.

2.1.11. SUBCONTRACTOR. One that enters into a contract with a prime contractor. The Government does not have privity of contract with the subcontractor.

2.1.12. WORK DAY. The number of hours per day the Contractor provides services in accordance with the contract.

2.1.12. WORK WEEK. Monday through Friday, unless specified otherwise.

2.2. ACRONYMS:

CO Contracting Officer COR Contracting Officer Representative DOI Department of Interior DOJ Department of Justice FAR Federal Acquisition Regulation HEA Habitat Equivalency Analysis NRDA Natural Resource Damage Assessment NRDAR Natural Resource Damage Assessment and Restoration OCI Organizational Conflict of Interest PRP Potentially Responsible Party PRS Performance Requirements Summary PWS Performance Work Statement QA Quality Assurance QASP Quality Assurance Surveillance Plan QC Quality Control TCI TCI Pacific Communications Inc.

TCSC Tulsa County Smelter Complex TE Technical Exhibit TFM Tulsa Fuels and Manufacturing

PART 1

SPECIFIC TASKS

5. Specific Tasks: Negotiations Support

5.1. Basic Services. The contractor shall support the Trustees throughout the negotiations process with the PRPs on the ecological and cultural claims. Specific tasks include the following:

Review settlement ranges for high and low offers.

Assist the Trustee Council in settlement discussion preparation.

Draft and present the tribal natural resources damages claim to the PRPs in coordination with the

Cherokee Nation.

Assist in development of presentation of Ecological presentation to PRPs Review and provide feedback on proposed changes throughout the negotiations process to ecological and cultural claims.

Assist the Trustee Council with review of technical information provided by the PRPs.

Assist the Trustee Council in preparation of settlement offers and counteroffers during settlement negotiations.

Edit final cultural claim document and database to reflect updated cost information and potential changes as needed

5.2 Deliverables.

Deliverable Due Date Prepare draft presentation on Cultural claim and assist in preparing Ecological claim presentation (Task 1)

45-90 days after contract initiation

Government Review (Task 1) 30-90 days Finalize Cultural presentation and assist with finalizing Ecological presentation based on Trustee feedback (Task 1)

15-60 days

Update final cultural claim document and database 30-90 days Government Review (Task 2) 30-90 days Assist in development of settlement strategy in preparation for negotiations (Task 3)

30-90 days

Government Review (Task 3) 30-90 days Presentation to PPRs at virtual meeting (Task 4) TBD (based on availability of PRPs) Assist in evaluation of information provided during Negotiations (Task 5)

30-90 days after negotiation meeting

Government Review (Task 5) 30-90 days

Assist in developing Counteroffers (Task 6) 30-90 days

Government Review (Task 6) 30-90 days

PART 2

ATTACHMENT/TECHNICAL EXHIBIT LISTING

7. Attachment/Technical Exhibit List:

7.1. Attachment 1/Technical Exhibit 1 – Performance Requirements Summary

TECHNICAL EXHIBIT 1

Performance Requirements Summary The contractor service requirements are summarized into performance objectives that relate directly to mission essential items. The performance threshold briefly describes the minimum acceptable levels of service required for each requirement. These thresholds are critical to mission success.

Performance Objective (The Service required—usually a shall statement)

Standard Performance Threshold (This is the maximum error rate. It could possibly be “Zero deviation from standard”)

Method of Surveillance

PRS # 1.

The contractor shall support the Trustees throughout the negotiations process with the PRPs on the ecological and cultural claims.

Within 10-30 days of receiving Trustee Comments on any interim/draft negotiations document. The contractor will incorporate the comments and provide final document to Trustees.

No variation from standard allowed.

Bi-weekly or monthly calls with COR, memo’s summarizing components of key negotiation decisions, and review documents at the request of COR within two weeks or other agreed upon timeline.