Attachment 2 - HMIS General Provisions-Commercial Provisions Rev 8 2023-12-04.pdf

Hanford Mission Integration Solutions Provisions

General Provisions – For COMMERCIAL ITEMS Page 1 of 77 (Rev. 8, 12/4/2023)

GENERAL PROVISIONS for COMMERCIAL ITEMS

Rev. 8, December 4, 2023

TABLE OF CONTENTS

DEFINITIONS

ORDER OF PRECEDENCE AND FLOWDOWN OF OBLIGATIONS

SAFETY AND QUALITY STANDARDS

Inspection, Testing, and Quality Control Conditions and Risks of Work Counterfeit Fasteners and Components

PROGRESS OF WORK, STOPPAGE, WITHDRAWAL, AND TERMINATION

Reporting and Coordination DOE-H-2021 (Oct 2014) (Amended) Stop Work Suspension of Work Withdrawal of Work Possession Prior to Completion Notice of Completion and Final Acceptance Excusable Delays Termination for Default

Termination for Convenience

WORK CONDITIONS

Contractual Relationship Subcontracts and Purchase Orders Permits and Licenses DOE-H-2063 (Oct 2014) (Amended) Confidential and Controlled Use Information Matters of Counterintelligence Concern Publicity Subcontracting Travel

Schedule Coordination Requests for Information, Data, or Documents

TRANSPORTATION

General Requirements Value and Insurance Special Instructions for Various Methods of Transportation Premium Transportation Restriction Air Freight/Air Express Services/Exclusive Use Truck General Notes and Restrictions

CHANGES

Buyer’s Right to Order Changes Notice of Changes

SUBCONTRACTING PLAN

PAYMENTS

Backcharges Title and Offset Final Payment Certification and Release Taxes

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Interest Payment Audit Overtime Parent Organization Expenses Allowability of Subcontractor Fee

WARRANTY AND RETURNS

INDEMNITY

General Indemnity Patent Indemnity

CLAIMS AND DISPUTES

Claims and Disputes Arbitration Option Alternative Dispute Resolution

GRATUITIES

FLOWDOWN CLAUSES FROM PRIME CONTRACT

Labor Standards DOE-H-2053 (Oct 2014) (Amended) Subcontract Timekeeping Records Signature Requirement Hanford Site Recreation Policy DOE-H-2064 Alternate II (Oct 2014) (Amended) DOE H-2019 (Oct 2014) (Amended) FAR 52.204-10 (Oct 2016) (Amended) FAR 52.204-13 (Oct 2016) (Amended) FAR 52.219-4 (Amended)

Shipment Notification DOE-H-2020 (Oct 2014) (Amended) DOE-H-2043 (Oct 2014) (Revised) FAR 52.223-2 (Amended)

LAWS AND REGULATIONS

Validity of Provisions Waiver Interpretation Severability Survival Trial Immigration Reform and Control Act Compliance Governing Law Assignment

Employee Rights under the National Labor Relations Act Labor Relations

SECURITY

Definitions Responsibility Classified Matter Use of Information Systems to Process Classified Matter Classified Inventions - Special

SUBCONTRACTOR REPORTING AND REGISTRATION REQUIREMENTS

CLAUSES INCORPORATED BY REFERENCE

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This Subcontract, including all attachments thereto, embodies the entire agreement between the Subcontractor and the Buyer and supersedes all other writings. The parties shall not be bound by or be liable for any statement, representation, promise, inducement, or understanding not set forth herein.

DEFINITIONS

A. Whenever used in this Subcontract, the following definitions shall be applicable unless the content indicates otherwise.

1. “Buyer” shall mean Hanford Mission Integration Solutions, LLC (“HMIS”) and all of its authorized representatives acting in their professional capacities (under DOE Prime Contract No. 89303320DEM000031) entering into this Subcontract with the Subcontractor.

2. “Government” shall mean the United States of America and includes the

U.S. Department of Energy (DOE) or any duly authorized representative thereof, including the Buyer.

3. “Head of Agency” or “Secretary” shall mean the Secretary, the Under

Secretary, and Assistant Secretary, or any other head or assistant head of the executive or military department or other federal agency.

4. “Micro-purchase threshold” shall mean $10,000, except it means—

a. For acquisitions of construction subject to 40 U.S.C. chapter 31, subchapter IV, Wage Rate Requirements (Construction), $2,000;

b. For acquisitions of services subject to 41 U.S.C. chapter 67, Service

Contract Labor Standards, $2,500; and

c. For acquisitions of supplies or services that, as determined by the

DOE Head of Agency, are to be used to support a contingency operation or to facilitate defense against or recovery from nuclear, biological, chemical, or radiological attack as described in

13.201(g)(1), except for construction subject to 40 U.S.C. chapter

31, subchapter IV, Wage Rate Requirements (Construction) (41

U.S.C. 1903)—

i. $20,000 in the case of any contract to be awarded and performed, or purchase to be made, inside the United States;

and

ii. $30,000 in the case of any contract to be awarded and performed, or purchase to be made, outside the United

States.

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5. “Prime Contract” shall mean Buyer’s contract with the Government, DOE

Prime Contract No. 89303320DEM000031.

6. “Services” shall mean labor, direction of labor, production of technical information, consulting services or any other services furnished by

Subcontractor and any of its lower-tier Subcontractors under this

Subcontract.

7. “Simplified acquisition threshold” or “SAT” shall mean $250,000, except for—

a. Acquisitions of supplies or services that, as determined by the DOE

Head of Agency, are to be used to support a contingency operation or to facilitate defense against or recovery from nuclear, biological, chemical, or radiological attack (41 U.S.C. 1903), the term means—

i. $750,000 for any contract to be awarded and performed, or purchase to be made, inside the United States; and

ii. $1.5 million for any contract to be awarded and performed, or purchase to be made, outside the United States; and

b. Acquisitions of supplies or services that, as determined by the

DOE Head of Agency, are to be used to support a humanitarian or peacekeeping operation (10 U.S.C. 2302), the term means $500,000 for any contract to be awarded and performed, or purchase to be made, outside the United States.

8. “Subcontract” shall mean this Subcontract between Buyer and

Subcontractor; also includes purchase order, task orders, releases and other agreements.

9. “Subcontractor” shall mean any company, person, organization, lower-tier

Subcontractor, seller, and/or supplier of any tier performing work

(including supplying goods and/or services) under this Subcontract.

“Subcontractor” also refers to any authorized representatives, successor, and permitted assigns of any company, person, and/or organization named under this Subcontract.

10. “Supplies” shall mean equipment, components, parts, and materials to be provided by Subcontractor and its lower-tier Subcontractors pursuant to this Subcontract.

11. “Vendor data” shall mean any and all information, data, and documentation to be provided by Subcontractor and any of its lower-tier

Subcontractors under this Subcontract.

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12. “Work” shall mean supplies, services, and vendor data provided by

Subcontractor and any of its lower-tier Subcontractors and all work performed with respect thereto pursuant to this Subcontract.

B. When a contract Clause herein, including a Clause incorporated by reference, uses a word or term that is defined in the federal Acquisition Regulation (FAR), the word or term has the same meaning as the definition in FAR 2.101 on

September 20, 2018, unless-

1. This Subcontract or the solicitation for the same provides a different definition;

2. The contracting parties agree to a different definition;

3. The part, subpart, or section of the FAR where the provision or Clause is prescribed provides a different meaning; or

4. The word or term is defined in FAR part 31, for use in the cost principles and procedures.

C. When a contract Clause herein, including a Clause incorporated by reference, uses a word or term that is defined in the Department of Energy Acquisition

Regulation (DEAR) (48 CFR chapter 9), the word or term has the same meaning as the definition in 48 CFR 902.101 or the definition in the part, subpart, or section of 48 CFR chapter 9 where the provision or Clause was prescribed on

September 20, 2018, unless this Subcontract or the solicitation for the same provides a different definition or the contracting parties otherwise agree to a different definition.

ORDER OF PRECEDENCE AND FLOWDOWN OF OBLIGATIONS

A. In the event of a discrepancy among any of the Subcontract terms, conditions, Clauses, provisions, written direction and instructions, and documents

(collectively, the “Subcontract”), the following order of precedence shall govern resolution: (1) Buyer's written Subcontract modifications, direction, and instructions; (2) Subcontract form and Clauses, including Clauses incorporated by reference; (3) Special Provisions; (4) General Provisions; (5) Technical instructions, including the Statement of Work (SOW), drawings, exhibits and attachments, and applicable standards; and (6) other documents identified as being part of the

Subcontract.

B. Nothing recited above shall be construed as superseding or preempting any applicable statute, rule, ordinance, or regulation (collectively, the “applicable laws”). In the event of a conflict with applicable laws, the specific conflicting term of the Subcontract shall be considered null and without effect, and the applicable

General Provisions – For COMMERCIAL ITEMS Page 6 of 77 laws shall govern. All remaining terms unaffected by said applicable laws shall continue in force.

C. Subcontractor binds itself to Buyer under this Subcontract in the same manner as

Buyer is bound to DOE under the Prime Contract for the purpose of effectuating flowdown of obligations and rights under the Prime Contract, including provisions and Clauses of the federal Acquisition Regulation and/or supplemental agency regulations incorporated therein, to the extent necessary to give full effect to the same and preserve the rights of the Government under the Prime Contract.

Subcontractor agrees that it shall so bind all lower-tier subcontractors.

Subcontractor acknowledges that Buyer has made available all Prime Contract and

Subcontract documents. Subcontractor shall make available to all lower-tier subcontractors all Subcontract and Prime Contract documents. In the event of a conflict between a provision or Clause of this Subcontract and an obligation required to be flowed down to Subcontractor under the Prime Contract or other applicable law, the flowed-down obligation shall take precedence to the extent necessary to give full effect to the same and preserve the rights of the parties to the Prime Contract.

D. Subcontractor assumes toward Buyer all obligations and responsibilities which

Buyer, under the Prime Contract, assumes toward the Government, insofar as applicable to this Subcontract. Buyer shall have the benefit of all contractual rights, remedies and redress against Subcontractor that the Government, under the Prime Contract, has against the Buyer, insofar as applicable to this

Subcontract.

SAFETY AND QUALITY STANDARDS

Inspection, Testing, and Quality Control

A. Subcontractor shall inspect all materials, supplies, and equipment which are to be incorporated in the work. In addition, Subcontractor shall conduct a continuous program of quality control for all work. When requested by the

Buyer, Subcontractor’s quality control program and inspection procedures for the foregoing shall be submitted in writing to Buyer for review and approval, in sufficient detail to delineate those items to be inspected and the manner in which they are to be inspected, and shall adequately describe all quality control activities contemplated, including provision for adequate documentation of Subcontractor’s performance of such quality control and inspection.

B. Subcontractor shall, during the course of performance of the work hereunder, without additional compensation, make, or cause to be made all tests required by this Subcontract. Buyer may require additional inspections and tests. Subcontractor shall furnish Buyer with satisfactory documentation

General Provisions – For COMMERCIAL ITEMS Page 7 of 77 of the results of all inspections and tests. Buyer shall be given not less than five (5) working days’ notice of any tests to be made by Subcontractor or any of its lower-tier Subcontractors in order that Buyer may witness any such tests.

C. Buyer and the Government and their representatives, and others as may be required by applicable laws, ordinances and regulations, shall have the right at all reasonable times to inspect the work and all material, supplies and equipment for the work. Subcontractor shall provide, or cause to be provided access and sufficient, safe, and proper facilities for such inspections. Neither the failure to make such inspection nor to discover defective workmanship, materials or equipment, nor approval of or payment to Subcontractor for such work, materials, or equipment shall prejudice the right of Buyer or the Government thereafter to reject or require the correction of defective Work in accordance with the provisions of the

Subcontract.

D. If Subcontractor covers any portion of the work prior to any inspection or test provided for in the specifications, inspection schedule, or as previously requested by Buyer, the cost of uncovering and covering the work to allow for such inspection or test shall be borne by the Subcontractor. Buyer may order reexamination of any work. In the event of such reexamination, if any material, equipment or any part of the work is determined by Buyer to be defective, Subcontractor shall not be reimbursed for uncovering, repair, or corrective and restoration costs. If such work is found to be in accordance with the Subcontract requirements upon such reexamination, Buyer shall pay

Subcontractor the cost of uncovering and restoration.

E. Rejection by Buyer of any or all parts of defective work for failure to conform to this Subcontract shall be final and binding. Such rejected work shall be promptly corrected or replaced by Subcontractor at Subcontractor’s expense.

If Subcontractor fails to commence and diligently continue correction or replacement of such rejected work immediately after receipt of written notice from Buyer to correct or replace the rejected work, Buyer may at its option remove and replace the rejected work, and Subcontractor shall promptly reimburse Buyer for the costs of such removal and replacement of defective work.

Conditions and Risks of Work

Subcontractor represents that it has carefully examined the drawings and specifications for the work and has fully acquainted itself with all other conditions relevant to the work, and its surroundings, and Subcontractor assumes the risk of such conditions and will, regardless of such conditions, the expense, difficulty of

General Provisions – For COMMERCIAL ITEMS Page 8 of 77 performing the work, or negligence, if any, of Buyer, fully complete the work for the stated Subcontract price without further recourse to Buyer. Information on the site of the work and local conditions at such site furnished by Buyer in specifications, drawings or otherwise is not guaranteed by Buyer and is furnished only for the convenience of Subcontractor.

Counterfeit Fasteners and Components

Buyer reserves the right to question and/or require Subcontractor to certify and/or furnish proof regarding the quality, authenticity, application, or fitness for use of the items supplied by the Subcontractor under this Subcontract. Any items furnished as part of this Subcontract and which have been previously found by

Buyer, the Department of Energy, or the Department of Commerce to be counterfeit or which are listed by the Department of Commerce to be suspect will be deemed, without more proof, to be subject to the above requirement of further proof or certification. Buyer also reserves the right to question the circumstances and make available a report of any such review to the Government.

All costs associated with conducting inquiries into and reporting on supplied items determined to be counterfeit shall be recovered by Buyer from Subcontractor.

Suspect/counterfeit items pose potential threats to the safety of workers, the public, and the environment and may have a detrimental effect on security and operations at nuclear facilities. Therefore, any item which is identified by the

Buyer or DOE as suspected to be or counterfeit, will be retained by the Buyer and appropriately disposed of. Suspected/counterfeit items will not be returned to the

Subcontractor. In addition, the DOE Inspector General will be notified of the supplied suspect/counterfeit items for any further investigation deemed appropriate.

PROGRESS OF WORK, STOPPAGE, WITHDRAWAL, AND TERMINATION

Reporting and Coordination

A. During the performance of work, Subcontractor shall submit to Buyer periodic progress reports on the actual progress and updated schedules as may be required by this Subcontract or requested by Buyer. In the event

Subcontractor’s performance of the work is not in compliance with the schedule established for such performance, Buyer may, in writing, require the Subcontractor to submit its plan for schedule recovery, or specify in writing the steps to be taken to achieve compliance with such schedule, and/or exercise any other remedies under this Subcontract. Subcontractor shall thereupon take such steps as may be directed by Buyer or otherwise necessary to improve its progress without additional cost to Buyer. If within a reasonable period as determined by Buyer, Subcontractor does not improve performance to meet the currently approved schedule, Buyer may

General Provisions – For COMMERCIAL ITEMS Page 9 of 77 require an increase in Subcontractor’s labor force, the number of shifts, additional days of work, and an increase in the amount of plant and equipment, all without additional compensation to Subcontractor. Neither such notice nor Buyer’s failure to issue such notice shall relieve

Subcontractor of its obligation to achieve the quality of work and rate of progress of work required by this Subcontract. Failure of Subcontractor to comply with Buyer’s instructions may be grounds for determination by Buyer that Subcontractor is not prosecuting the work with such diligence as will assure completion within the times specified and may be grounds for termination.

B. Subcontractor recognizes that Buyer, the Government, other Subcontractors, and lower-tier Subcontractors may be working concurrently at the jobsite.

Subcontractor agrees to cooperate with Buyer, the Government and other

Subcontractors and lower-tier Subcontractors so that the project as a whole will progress with a minimum of delays. Buyer reserves the right to direct

Subcontractor to schedule the order of performance of its work in such manner as not to interfere with the performance of others. Subcontractor shall fully cooperate with the other subcontractors and with Buyer’s employees. Buyer reserves the right to require Subcontractor to schedule the order of performance of the work to minimize interference with work of any parties involved.

C. If any part of Subcontractor’s work is dependent upon the quality and/or completeness of work performed under another Subcontract, Subcontractor shall inspect such other work and promptly report to Buyer any defects therein which render such work unsuitable for the proper execution of the work under this Subcontract. Failure to make such inspections or to report any such defects to Buyer shall constitute Subcontractor’s acceptance of such other work as suitable to receive Subcontractor’s work; provided however, that Subcontractor shall not be responsible for defects that could not have reasonably been detected.

DOE-H-2021 (Oct 2014) (Amended)

DOE-H-2021 Work Stoppage and Shutdown Authorization (Oct 2014) (Amended)

A. Imminent Health and Safety Hazard. A given condition or situation, which if not immediately corrected, could result in serious injury or death, including exposure to radiation and toxic/hazardous chemicals. Imminent Danger in relation to the facility safety envelope is a condition, situation, or proposed activity which, if not terminated, could cause, prevent mitigation of, or seriously increase the risk of (1) nuclear criticality, (2) radiation exposure, (3) fire/explosion, and/or (4) toxic hazardous chemical exposure.

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B. Work Stoppage. In the event of an Imminent Health and Safety Hazard, identified by facility line management or operators or facility health and safety personnel overseeing facility operations, or other individuals, the individual or group identifying the imminent hazard situation shall immediately take actions to eliminate or mitigate the hazard (e.g., directing the operator/implementer of the activity or process causing the imminent hazard to stop work, initiating emergency response actions or other actions) to protect the health and safety of the workers and the public, and to protect

DOE facilities and the environment. In the event an Imminent Health and

Safety Hazard is identified, the individual or group identifying the hazard should coordinate with an appropriate Subcontractor official, who will direct the shutdown or other actions, as required.

i. Such mitigating action(s) should subsequently be coordinated with DOE and Buyer management. The suspension or stop-work order should be promptly confirmed in writing by Buyer’s

Representatives.

C. Shutdown. In the event of an imminent danger in relation to the facility safety envelope or a non-Imminent Health and Safety Hazard identified by facility line managers, facility operators, health and safety personnel overseeing facility operations, or other individuals, the individual or group identifying the potential health and safety hazard may recommend facility shutdown in addition to any immediate actions needed to mitigate the situation. However, the recommendation must be coordinated with

Subcontractor management, Buyer, and the DOE Site Manager. Any written direction to suspend operations shall be issued by Buyer’s Representatives, pursuant to the stop work provisions of this Subcontract.

D. Facility Representatives. DOE personnel designated as Facility

Representatives provide the technical/safety oversight of operations. The

Facility Representative has the authority to “stop work,” which applies to the shutdown of an entire plant, activity, or job. This stop-work authority will be used for an operation of a facility which is performing work the Facility

Representative believes:

Poses an imminent danger to health and safety of workers or the public if allowed to continue;

Could adversely affect the safe operation of, or could cause serious damage to the facility if allowed to continue; or

Could result in the release of radiological or chemical hazards to the environment in excess of regulatory limits.

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Stop Work

A. The Buyer may, at any time, by written order to the Subcontractor, require the Subcontractor to stop all, or any part, of the work called for by this subcontract for a period of ninety (90) days after the order is delivered to the

Subcontractor, and for any further period to which the parties may agree.

The order shall be specifically identified as a stop-work order issued under this Clause. Upon receipt of the order, the Subcontractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of ninety (90) days after a stop-work is delivered to the Subcontractor, or within any extension of that period to which the parties shall have agreed, the Buyer shall either—

1. Cancel the stop-work order; or

2. Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, Clause of this contract.

B. If a stop-work order issued under this Clause is canceled or the period of the order or any extension thereof expires, the Subcontractor shall resume work.

The Buyer shall make an equitable adjustment in the delivery schedule or subcontract price, or both, and the subcontract shall be modified, in writing, accordingly, if—

1. The stop-work order results in an increase in the time required for, or in the Subcontractor’s cost properly allocable to, the performance of any part of this subcontract; and

2. The Subcontractor asserts its right to the adjustment within thirty

(30) days after the end of the period of work stoppage; provided that, if the Buyer decides the facts justify the action, the Buyer may receive and act upon the claim submitted at any time before final payment under this subcontract.

C. If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Buyer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

D. If a stop-work order is not canceled and the work covered by the order is terminated for default, the Buyer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

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Suspension of Work

A. The Buyer may order the Subcontractor, in writing, to suspend, delay, or interrupt all or any part of the work of this subcontract for the period of time that the Buyer determines appropriate for the convenience of the Buyer.

B. If the performance of all or any part of the work is, for an unreasonable period of time, suspended, delayed, or interrupted (1) by an act of the Buyer in the administration of this subcontract, or (2) by the Buyer’s failure to act within the time specified in this subcontract (or within a reasonable time if not specified), an adjustment shall be made for any increase in the cost of performance of this subcontract (excluding profit) necessarily caused by the unreasonable suspension, delay, or interruption, and the subcontract modified in writing accordingly. However, no adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Subcontractor, or for which an equitable adjustment is provided for or excluded under any other term or condition of this subcontract.

C. A claim under this clause shall not be allowed—

1. For any costs incurred more than twenty (20) days before the

Subcontractor shall have notified the Buyer in writing of the act or failure to act involved (but this requirement shall not apply as to a claim resulting from a suspension order); and

2. Unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the subcontract.

Withdrawal of Work

A. The Buyer may, at its option and during the performance of this Subcontract unilaterally have any of the work contemplated in the Statement of Work of this Subcontract, performed by either another Subcontractor or to have the work performed by Buyer or its employees.

B. Work may be withdrawn; (1) in order for Buyer to conduct pilot programs;

(2) if the Subcontractor’s estimated cost of the work is considered unreasonable; (3) for less than satisfactory performance by the

Subcontractor; or (4) for any other reason deemed by the Buyer to be in the best interests of Buyer.

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C. If the withdrawn work has been authorized under an annual Work

Authorization Directive, the work shall be terminated in accordance with FAR

52.249-6 Termination (Cost-Reimbursement).

D. If any work is withdrawn by the Buyer, the Subcontractor agrees to fully cooperate with the new performing entity and to provide whatever support is required.

E. Buyer and Subcontractor recognize that under the terms of the Prime

Contract Clause entitled “Withdrawal of Work” and FAR 52.243-2, Changes –

Cost-Reimbursement, incorporated into the Prime Contract, DOE has the right to modify the Prime Contract Attachment entitled, Hanford Site Services and Interface Requirements Matrix. In order to minimize the impact on existing work being performed, DOE is obligated to negotiate with Buyer a reasonable Transition Period for each change in which a portion of the work is withdrawn from the Prime Contract and awarded or assigned to an entity other than Buyer. Buyer shall advise Subcontractor of any DOE withdrawal of work scope that impacts Subcontractor work scope and/or that results in the withdrawal of Subcontractor work scope. Subcontractor agrees to be bound by the decisions of DOE regarding withdrawal of work scope to the same extent Buyer is bound. Subcontractor shall similarly advise all lower-tier subcontractors of any DOE withdrawal of work scope that impacts lower-tier subcontract work scope and/or that results in the withdrawal of lower-tier subcontract work scope. Subcontractor shall require all lower-tier subcontractors to agree to be bound by the decisions of DOE regarding withdrawal of work scope to the same extent Buyer and Subcontractor are bound.

Possession Prior to Completion

Buyer and/or the Government shall have the right to move into Subcontractor’s working and storage areas and the right to take possession of or use any completed or partially completed part of Subcontractor’s work as Buyer or the

Government deem necessary for their operations. In the event Buyer or the

Government desires to exercise the foregoing right, Buyer will so notify

Subcontractor in writing. Such possession or use shall not constitute acceptance of Subcontractor’s work.

Notice of Completion and Final Acceptance

A. When Subcontractor deems the work fully completed, including satisfactory completion of such inspections, tests, and documentation as are specified in this Subcontract (or in the release Scope of Work and/or testing and acceptance plan), Subcontractor shall, within ten (10) working days thereafter, give a written Notice of Completion of the work to Buyer, General Provisions – For COMMERCIAL ITEMS Page 14 of 77 specifying the work completed and the date it was completed. Within thirty

(30) calendar days after receipt of said Notice of Completion, Buyer may inspect the work and shall either reject the Notice of Completion and specify defective or uncompleted portions of the work or shall give the

Subcontractor a written Notice of Acceptance of the work either for the purpose of final payment only, or for the purposes of final payment and final acceptance.

B. In the event Buyer rejects the Notice of Completion and specifies defective or uncompleted portions of the work, Subcontractor shall within five (5) working days, provide for Buyer review and approval, a schedule detailing when all defects will be corrected and/or the work will be completed and shall proceed to remedy such defective and uncompleted portions of the work. Thereafter, Subcontractor shall again give Buyer a written Notice of

Completion of the work, specifying a new date for the completion of the work based upon the date such defective or uncompleted portions of the work were corrected. The foregoing procedure shall apply again and successively thereafter until Buyer has given Subcontractor written Notice of

Acceptance for purposes of final payment and final acceptance.

C. Any failure by Buyer to inspect or to reject the work or to reject

Subcontractor’s Notice of Completion as set forth above, shall not be deemed to be acceptance of the work for any purpose by Buyer nor imply acceptance of, or agreement with, said Notice of Completion.

Excusable Delays

If Subcontractor’s performance of this Subcontract is prevented or delayed by any unforeseeable cause, existing or future, which is beyond the reasonable control of the parties and without the fault or negligence of Subcontractor, Subcontractor shall, within twenty-four (24) hours of the commencement of any such delay, give to Buyer written notice thereof and within five (5) working days of commencement of the delay, a written description of the anticipated impact of the delay on performance of the Work. Delays attributable to and within the control of Subcontractor’s suppliers or subcontractors of any tier shall be deemed delays within the control of Subcontractor. Within five (5) working days after the termination of any excusable delay, Subcontractor shall file a written notice with

Buyer specifying the actual duration of the delay. Failure to give any of the above notices shall be sufficient ground for denial of an extension of time. If Buyer determines that the delay was unforeseeable, beyond the control and without the fault or negligence of Subcontractor, Buyer will determine the duration of the delay and will extend the time of performance of this Subcontract by modification accordingly. Such time extension shall be the sole remedy for the delay subject to the rights of Subcontractor and Buyer under the termination Clause.

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Termination for Default

Notwithstanding any other provisions of this Subcontract, Subcontractor shall be considered in default of its contractual obligations under this Subcontract if

Subcontractor:

(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 Provisions 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.

(f) Becomes insolvent or makes a general assignment for the benefit of creditors or reasonable grounds for insecurity arise with respect to Subcontractor’s performance.

(g) Fails to correct an unsafe condition or noncompliance or demonstrates a persistent pattern of poor safety performance.

Upon the occurrence of any of the foregoing, Buyer shall notify Subcontractor, in writing, of the nature of the failure and of Buyer’s intention to terminate the

Subcontract for default. If Subcontractor does not cure such failure within ten (10) calendar days from receipt of notification, or sooner if safety to persons is involved, or fails to provide satisfactory evidence that such default will be corrected within a reasonable time, Buyer 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 Buyer may prosecute the Work to completion by contract or by any other method deemed expedient. Buyer 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.

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(b) Inventory, maintain, and turn over to the Buyer all data, designs, licenses, equipment, materials, plant, tools, and property furnished by Subcontractor or provided by Buyer for performance of the terminated work.

(c) Promptly obtain cancellation upon terms satisfactory to Buyer of all purchase orders, subcontracts, rentals, or any other agreements existing for performance of the terminated work or assign those agreements as directed by Buyer.

(d) Cooperate with the Buyer 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 Buyer regarding the terminated work.

(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

Condition Clause titled "Termination for Convenience."

Termination for Convenience

Buyer 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 Buyer of all purchase orders, subcontracts, rentals, or any other agreements existing for the performance of the terminated work or assign those agreements directed by

Buyer.

(c) Assist Buyer in the maintenance, protection, and disposition of work in progress, plant, tools, equipment, property, and materials acquired by

SUBCONTRACTOR or furnished by Buyer under this Subcontract.

(d) Complete performance of such portion of the Work that is not terminated.

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Upon any such termination, Subcontractor shall waive any claims for damages, including loss of anticipated profits; on account thereof, but as the sole right and remedy of Subcontractor, Buyer 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 (e). A reasonable overhead and profit on items (a) through (d) 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.

Buyer shall review, analyze, and verify such proposal, and negotiate an equitable adjustment, and the Subcontract shall be modified accordingly.

WORK CONDITIONS

Contractual Relationship

Subcontractor represents that it is fully experienced, licensed, registered, and properly qualified to perform the class of work provided for herein, and that it is properly equipped, organized and financed to perform such work. Subcontractor represents that at the time of submission of its proposal for performance of the work, it was properly licensed and qualified to do business in all governmental jurisdictions in which the work is to be performed. Upon written request by Buyer, Subcontractor shall furnish to it such evidence as Buyer may require relating to the

Subcontractor's ability to fully perform this Subcontract. Nothing contained in this

Subcontract or any other Subcontract awarded by Subcontractor shall create any contractual relationship between any Subcontractor and Buyer or the

Government. Subcontractor shall perform the Work hereunder in accordance with its own means and method subject to compliance with the Subcontract.

Subcontractor agrees that Subcontractor is an independent Subcontractor and an employer subject to all applicable unemployment compensation, occupational safety and health, workers' compensation, or similar statutes so as to relieve Buyer of any responsibility or liability for treating Subcontractor's employees as employees of Buyer for the purpose of their safety or of keeping records, making reports or paying of any payroll taxes or contribution; and Subcontractor agrees to defend, indemnify and hold Buyer harmless and reimburse it for any expense or

General Provisions – For COMMERCIAL ITEMS Page 18 of 77 liability incurred under said statutes in connection with employees of

Subcontractor, including a sum equal to any unemployment benefits paid to those who were Subcontractor's employees, where such benefit payments are charged to Buyer under any merit plan or to Buyer reserve account pursuant to any statute.

The Subcontractor further agrees, as regards the items set forth below and for work under this Subcontract, that it will keep and have available all necessary records and make all payments, reports, collections and deductions and otherwise do any and all things so as to fully comply with all federal, state and local laws, ordinances and regulations as they affect performance of this Subcontract, so as to fully relieve and protect Buyer and the Government from any and all responsibility or liability therefore or in regard thereto: (1) the production, purchase and sale, furnishing and delivering, pricing, and use or consumption of materials, supplies and equipment; (2) the hire, tenure or conditions of employment of employees and their hours or work and rates of the payment of their work, and (3) the keeping of records, making of reports, and the payment, collection and/or deduction of federal, state, commonwealth and local taxes, contributions, pension funds, welfare funds or similar assessments.

Subcontracts and Purchase Orders

A. Subcontractor shall not subcontract any on-site work and/or any significant aspects of off-site Subcontract performance without first identifying the proposed Subcontractor and Subcontract scope to Buyer and without advance written approval of the Subcontract scope by Buyer. Subcontractor shall furnish Buyer a copy of the proposed Subcontract demonstrating that all appropriate flow-down provisions and requirements are included and will be met. Buyer reserves the right to reject any proposed Subcontract or

Subcontractor as incomplete or unsuitable. Failure of Subcontractor to notify Buyer in advance of Subcontracting and obtaining advance written approval may be considered a material breach of these Subcontract terms.

B. Subcontractor is responsible for Subcontract performance and performance of its lower-tier Subcontractors regardless of having notified Buyer of the intent to Subcontract. On request of Buyer, any Subcontractor not performing in accordance with the terms of this Subcontract shall be replaced at no additional cost to Buyer and shall not be employed again on the work.

C. Subcontractor shall include a provision in every Subcontract authorizing assignment of such Subcontract to Buyer or the Government without requiring consent from such Subcontractor or supplier

D. As used in Paragraph A above, the term “Subcontract” shall also include purchase orders and rental agreements for materials or equipment, and the

General Provisions – For COMMERCIAL ITEMS Page 19 of 77 term “Subcontractor” shall also include vendors or suppliers of such material or equipment when significant to Subcontract performance.

E. Subcontractor shall perform at least fifty percent (50%) of the total cost of the work to be performed under their Subcontract with its own organization, which shall not include any affiliate of Subcontractor without Buyer’s prior written approval and authorization. For the purpose of this Clause, affiliation occurs when a business concern is controlled by or has the power to control another or when a third party has the power to control both.

F. Subcontractor shall notify Buyer whenever the amount of lower-tier subcontracted effort exceeds or is anticipated to exceed seventy percent

(70%) of the total cost of the work to be performed under their Subcontract.

Notification to Buyer shall include the revised cost of the Subcontract effort and shall include verification that there is added value as related to the work to be performed by the lower-tier subcontractor. All lower-tier subcontractors should ensure the amount of lower-tier subcontracted work is less seventy percent (70%) of the total cost of the work to be performed.

Lower-tier work exceeding the seventy percent (70%) figure will be required to be reported and authorized by Buyer and, if applicable, DOE.

Permits and Licenses

Subcontractor shall promptly apply for and procure without additional compensation all permits (except for such permits as may be specifically set forth as Buyer responsibility elsewhere in this Subcontract), certificates and licenses required by governmental authorities having jurisdiction over the work, Subcontractor or the location of the work.

DOE-H-2063 (Oct 2014) (Amended)

DOE-H-2063 Confidentiality of Information (Oct 2014) (Amended)

A. Performance of work under this Subcontract may result in the Subcontractor having access to confidential information via written or electronic documents, or by virtue of having access to DOE’s electronic or other systems. Such confidential information includes personally identifiable information (such as social security account numbers) or proprietary business, technical, or financial information belonging to the Government or other companies or organizations. Subcontractor shall treat this information as confidential and agrees not to use this information for its own purposes, or to disclose the information to third parties, unless specifically authorized to do so in writing by the CO.

B. The restrictions set out in paragraph (a) above, however, do not apply to:

General Provisions – For COMMERCIAL ITEMS Page 20 of 77

a. Information which, at the time of receipt by Subcontractor, is in the public domain;

b. Information which, subsequent to receipt by Subcontractor, becomes part of the public domain through no fault or action of

Subcontractor;

c. Information which Subcontractor can demonstrate was previously in its possession and was not acquired directly or indirectly as a result of access obtained by performing work under this contract;

d. Information which Subcontractor can demonstrate was received from a third party who did not require Subcontractor to hold it in confidence; or (5) Information which is subject to release under applicable law.

C. Subcontractor shall obtain a written agreement from each of its employees who are granted access to, or furnished with, confidential information, whereby the employee agrees that he or she will not discuss, divulge, or disclose any such information to any person or entity except those persons within Subcontractor’s organization directly concerned with the performance of the contract. The agreement shall be in a form satisfactory to Buyer.

D. Upon request of Buyer, Subcontractor agrees to execute an agreement with any party which provides confidential information to Subcontractor pursuant to this Subcontract, or whose facilities Subcontractor is given access to that restrict use and disclosure of confidential information obtained by

Subcontractor. A copy of the agreement, which shall include all material aspects of this Clause, shall be provided to the DOE Contracting Officer for approval.

E. Upon request of Buyer, Subcontractor shall supply Buyer with reports itemizing the confidential or proprietary information it receives under this contract and identify the source (company, companies or other organizations) of the information.

F. Subcontractor agrees to flow down this Clause to all lower-tier subcontracts issued under this contract.

Confidential and Controlled Use Information

A. Confidential and Controlled-Use Information obtained by Subcontractor from

Buyer or the Government in connection with this Subcontract shall be held in confidence by Subcontractor and shall not be disclosed to third parties or used by Subcontractor for any purpose other than for the performance of this Subcontract or as authorized in writing by Buyer.

General Provisions – For COMMERCIAL ITEMS Page 21 of 77

B. Controlled Use information includes documents marked Official Use Only

(OUO), Classified, Unclassified Controlled Nuclear Information (UCNI), Export-Controlled Information (ECI), or Naval Nuclear Propulsion Information

(NNPI)), Confidential information includes designs, drawings, technical experience, software, processing systems, databases, financial, intellectual property, trade secrets, customers, vendors, personnel records, research, development, inventions, plans, manufacturing, engineering, accounting, bid data, sales, marketing, Subcontract terms, or information generated pursuant to work performed in accordance with the Subcontract.

C. Subcontractor shall use such confidential information only for the purpose of performing work in accordance with the Subcontract. Confidential

Information may only be released on a need-to-know basis to employees and

Subcontractors who agree to safeguard the information. Subcontractor shall make all reasonable efforts to ensure its employees and lower-tier

Subcontractors, maintain such confidential information in strictest confidence. Subcontractor may not disclose Confidential Information to any other person (including the media for purposes of publicity), partnership, venture, firm, government, or corporation without the express written consent of Buyer or the Government, as appropriate.

D. All Confidential Information furnished by Buyer or the Government, or…