B2_05.1_Fixed_Price_Construction_March2024_DRAFT.pdf

GENERAL TERMS AND CONDITIONS FOR FIXED PRICE CONSTRUCTION

March 2024

GENERAL TERMS AND CONDITIONS

For Fixed Price Construction Subcontracts

INDEX

1. DEFINITIONS

2. ORDER OF PRECEDENCE

3. BUYER MONITORING OF THE WORK

4. SITE INVESTIGATION, REPRESENTATIONS, AND

SPECIFICATIONS

5. GENERAL SCOPE OF WORK

6. GOVERNMENT-FURNISHED PROPERTY

7. PERMITS, LICENSES, RESPONSIBILITIES

8. SUBMITTALS REQUIRED

9. SUBCONTRACTOR AND SUB-SUBCONTRACTOR

PERSONNEL

10. LIST OF SUB-SUBCONTRACTORS

11. TIME IS OF THE ESSENCE

12. WORK HOURS AND HOLIDAYS

13. COOPERATION WITH OTHER SUBCONTRACTORS

AND BUYER PERSONNEL

14. NOTICE OF LABOR DISPUTES

15. ENVIRONMENTAL, SAFETY, AND HEALTH

PROTECTION – CODES AND STANDARDS

16. ENVIRONMENTAL PROTECTION REQUIREMENTS

17. INJURY AND ILLNESS PREVENTION PROGRAM

IMPLEMENTATION

18. NOISE CONTROL

19. SANITARY CONDITIONS

20. ENVIRONMENTAL, SAFETY, AND HEALTH

COMPLIANCE, OVERSIGHT, AND ENFORCEMENT

21. RETURN OF BUYER BADGES, KEYS, AND

DOSIMETERS

22. HISTORICAL AND SCIENTIFIC SPECIMENS

23. INSPECTION AND ACCEPTANCE

24. MATERIALS ACCESS

25. PREPARATIONS, STORAGE, AND ANCILLARY

OPERATIONS

26. INDEMNIFICATION AND INSURANCE

27. ASSUMPTION OF RISK UNTIL FINAL

COMPLETION & ACCEPTANCE

28. BONDS AND OTHER SECURITY

29. WARRANTY

30. CHANGES

31. JUSTIFICATION FOR PRICING CHANGES OR

PROPOSED MODIFICATIONS

32. USE OR POSSESSION PRIOR TO COMPLETION

33. TERMINATION FOR THE CONVENIENCE OF THE

BUYER

34. TERMINATION FOR DEFAULT DAMAGES FOR

DELAY TIME EXTENSIONS

35. PAYMENTS TO SUBCONTRACTOR AND

WITHHOLDING OF FUNDS

36. CONFIDENTIALITY AND RELEASE OF

INFORMATION

37. ASSIGNMENT

38. DISPUTES

39. AFFIRMATION AND AGREEMENT

40. EXPORT CONTROLS

41. SITE SECURITY AND SENSITIVE FOREIGN

NATIONS SITE ACCESS

42. THIRD PARTIES

43. FEDERAL CONTRACT CLAUSES INCORPORATED

BY REFERENCE

44. FLOW-DOWN OF SUBCONTRACT PROVISIONS ... 22

1. DEFINITIONS

The primary defined terms used in this Subcontract are as follows, with other defined terms included throughout the Subcontract:

a. “Beneficial Use” shall mean the point at which all phases of work, scopes of work, and parts or portions of the Project for which the Buyer and/or SLAC intends to use may be used for those intended purposes. “Substantial Completion” shall have the same meaning as “Beneficial Use” hereunder.

b. “Buyer” means the Board of Trustees of the Leland Stanford Jr. University (“University”), or any duly authorized representative thereof, acting through SLAC National Accelerator Laboratory (“SLAC”), under its Management and Operating Contract with the United States Department of Energy (“DOE”).

c. “Change Order” shall mean a mutually executed instrument, signed by the Buyer or its Subcontract Administrator (or both), and the Subcontractor, indicating their express written agreement upon any change in the Contract Documents, including any change in the Work, the amount of adjustment to the Contract Sum (if any) and extent of adjustment to the Contract Time (if any).

d. “Construction Manager (CM)” shall mean the individual specifically designated by the Buyer to monitor the technical performance of the Subcontractor and all Sub-Subcontractors, to assure compliance with the technical specifications of the contract.

e. “Final Completion” shall mean the date on which the Subcontractor has (a) completed all requirements for Substantial Completion and remaining Work such that all Work is complete; (b) obtained permanent occupancy permits, where applicable; (c) submitted any final Change Orders and a final invoice or application for payment; (d) submitted final closeout documents, including record documents and operation and maintenance manuals and as-built drawings to the Buyer, where applicable; (e) submitted all warranties; (f) discontinued or changed over and removed any temporary facilities and services from the site; and (g) advised the Buyer on coordination of shifting insurance coverages, including proof of extended coverages (as required).

f. “Government” shall mean the United States of America.

g. “Micro-Purchase Threshold” shall mean the threshold defined in FAR 2.101, as updated from time to time.

h. “Procurement Specialist” or “Subcontract Administrator” shall mean Buyer’s designated contracting officer with the authority to bind Buyer. Unless otherwise expressly provided herein, no other Buyer personnel or agents have such authority.

i. “Project Manager (PM)” shall mean the individual specifically designated by the Buyer to monitor the Subcontractor’s performance to assure timely compliance with Subcontract requirements including reports to the Subcontract Administrator.

j. “Simplified Acquisition Threshold” shall mean the threshold defined in FAR 2.101, as updated from time to time.

k. “Subcontractor” shall mean the entity (whether an individual person or firm) supplying equipment, materials, labor, supplies, or services under this Subcontract. The terms “Seller,” “Vendor,” and “Supplier” shall have the same meaning as “Subcontractor” herein.

l. “Subcontractor’s Representative” shall mean the Subcontractor’s primary point of contact (or the primary point of contact for the Seller, Vendor, or Supplier, as the case may be) designated as responsible to Buyer for the Work under this Subcontract. Such representative shall have the legal authority to bind the Subcontractor (or the Seller, Vendor, or Supplier, as the case may be).

m. The term “Sub-Subcontract” includes lower-tier subcontracts and purchase orders related to the Work or this Subcontract.

n. “Sub-Subcontractor” shall mean any lower tier subcontractors, vendors, or suppliers of the Subcontractor, including those engaged through purchase order or work order.

o. “Technical Representative” or “Service Manager,” if applicable under the terms of this Subcontract, shall be the Buyer’s designated representative(s) and agent(s) for all technical inquiries and oversight, and such representative(s) shall have the authority to provide clarifying instruction or grant approvals in the manner defined in the Subcontract. Such Technical Representative(s) and/or Service Manager(s) shall not have authority to modify or amend any terms of this Subcontract, nor any other Contract Documents, nor to commit Buyer funds that are related in any way to the Project.

p. “Work” shall mean the entire scope of work, and all work appurtenant thereto, arising under, related to, or reasonably inferable in relation to this Subcontract.

The Subcontractor and any Sub-Subcontractors shall be required to meet any technical standards cited in the Contract Documents (defined in Article 2). Nothing in the Contract Documents or referenced standards shall be construed to establish a contractual relationship between the Buyer or DOE and any Sub-Subcontractor, or to relieve the Subcontractor of full responsibility for compliance with all requirements of the Subcontract.

2. ORDER OF PRECEDENCE

a. Any conflict or inconsistency in the Subcontract shall be resolved in accordance with the following order of precedence for the following documents (hereinafter, “Contract Documents”):

i. The terms of the Subcontract, including, without limitation, these general terms and conditions and any sections attached hereto and/or mutually executed modifications.

ii. The terms of a specific Purchase Order, or Task Order, including any special terms and conditions thereto.

iii. Any written specifications or Statement of Work.

iv. Any other attachments and exhibits referenced in this Subcontract. If provided, Division 1 shall take precedence over provisions of other Divisions, specifications, Statements of Work, or other attachments.

v. Large scale drawings (such as detail drawings)

vi. Small scale drawings (such as plan and elevation views).

vii. The Subcontractor’s signed and final proposal, only for interpretation of the Work under this Subcontract.

3. BUYER MONITORING OF THE WORK

a. The Subcontractor is solely responsible for performing the Work herein in a manner fully compliant with all Contract Documents, and in accordance with all applicable laws, regulations, ordinances, and government orders. As an aid to assessing, accepting, and approving the Subcontractor’s performance, the Work under this Subcontract is subject to monitoring and quality assurance surveillance by the Subcontract Administrator, including any Construction Manager (CM) and/or Project Manager (PM).

b. The Subcontract Administrator, including any CM or PM, may provide such technical guidance to the Subcontractor as may be appropriate and reasonable to assure compliance with all specifications, technical requirements, and other obligations of the Subcontract.

c. Back Charge for Extraordinary Monitoring. The Buyer, through the Subcontract Administrator or others, may monitor compliance with Subcontract requirements for its own benefit. Monitoring is performed by Subcontract Administrator, the CM, the PM, or another representative such as safety personnel, inspection and testing vendors, or security personnel.

i. In the event that the Subcontractor’s performance is not in accordance with the Subcontract or applicable laws and regulations, the Buyer may incur increased costs to verify that corrections have been made by the Subcontractor and compliance is achieved (“Extraordinary Monitoring”). The Buyer, at its election, may recover costs of this Extraordinary Monitoring by reducing the amount of the Subcontract price as set forth below, in addition to any other remedies available.

ii. Isolated noncompliance: Upon a single occurrence of noncompliance, as reasonably determined by the Buyer or Subcontract Administrator, with a Subcontract requirement or applicable law or regulation, and the initiation of Extraordinary Monitoring, the CM or designee and the Subcontractor’s on-site representative shall agree on the correction to be made and the schedule for the correction.

If agreement is not reached, the PM or designee and the Subcontractor’s on-site representative shall immediately contact the Subcontract Administrator for resolution. Each time the PM or designee checks for compliance, a back charge will apply if compliance has not been achieved, and a revised schedule for correction shall be established. If the PM or designee and the Subcontractor’s on-site representative do not agree on the status of compliance, they shall immediately contact the Subcontract Administrator for resolution.

iii. Continuing, repetitive, or multiple noncompliance: In the event of continuing, repetitive, or multiple noncompliance, and the initiation of Extraordinary Monitoring, as reasonably determined by the Buyer or Subcontract Administrator, back charges shall apply during each instance where the PM or designee takes action to obtain compliance, including but not limited to assignment of a full-time Buyer inspector to the project. If the PM or designee and the Subcontractor’s on-site representative do not agree on the status of the work, they shall immediately contact the Subcontract Administrator for resolution.

iv. Back charges for extraordinary monitoring shall be at the rate of $250 per hour for a minimum of one hour per incident. Any monetary adjustment by the Buyer for extra monitoring is independent of that which may be otherwise charged against the Subcontractor by any external regulatory or oversight agencies.

4. SITE INVESTIGATION, REPRESENTATIONS, AND SPECIFICATIONS

a. The Subcontractor acknowledges that it has confirmed by diligent physical inspection and satisfied itself as to the nature and location of the Work; the general and local conditions attendant to the Work, particularly those bearing upon work hazards and safety, transportation, disposal, handling and storage of materials, utility locations, underground conditions, availability of labor, water, electric power, roads, and uncertainties of weather, and similar physical conditions at the site; the conformation and conditions of the ground; the character of equipment and facilities needed preliminary to and during the prosecution of the Work; and all other matters upon which information is reasonably obtainable and which can in any way affect the Work or the cost thereof under this Subcontract.

The Subcontractor further acknowledges that it has satisfied itself as to the character, quality, and quantity of surface and subsurface materials to be encountered insofar as this information is reasonably ascertainable from an inspection of the site, as well as from information presented by the drawings and specifications made a part of this Subcontract. Any information furnished by the Buyer, or any Buyer exploratory work performed prior to the Subcontractor’s Work, shall be for informational purposes only, and the Subcontractor shall have no right to rely upon such information for its accuracy or veracity independent of the Subcontractor’s diligent physical investigation.

b. Any failure by the Subcontractor to acquaint itself with all of the available information will not relieve it from responsibility for estimating properly the difficulty or cost of successfully performing the Work. The Buyer assumes no responsibility for any understanding or representations made by any of its officers or agents during or prior to the execution of this Subcontract, except those expressly stated in the Subcontract.

c. Should the Contract Documents and Subcontractor’s reasonable inspection in accordance with Paragraph A not adequately convey the actual physical or operating conditions expected to be encountered in the execution of the Work of this Subcontract, it shall be the responsibility of the Subcontractor to so advise the Buyer. Such advice shall be in writing and shall be submitted to the Buyer in sufficient time prior to the scheduled completion of the Work so that a revision to drawings or specifications may be made, if necessary. If there are any potential variations to the Work resulting from conditions not determinable from the Subcontractor’s diligent physical inspection, or not otherwise available in the Contract Documents or through information provided to the Subcontractor, then the Subcontractor shall immediately inform the Buyer in writing of all required changes based on those conditions, with a detailed explanation of the needed revisions based on the current scope of Work and examination or physical inspection of the site. The Subcontractor shall not proceed with the Work until written instructions are received from the Buyer.

Notwithstanding the foregoing, if during the course of the Work, Subcontractor encounters a health or safety hazard that was not apparent through prior physical inspection, the Contract Documents, or information provided to the Subcontractor, the Subcontractor shall immediately notify the Buyer CM or equivalent through the quickest communication method possible and resolve the imminent hazard. Written notification to Buyer may occur following resolution of such hazard.

d. Subject to the foregoing paragraphs, the Subcontractor shall not be entitled to any claim for time or money for any undiscovered condition on the site that reasonably should have been discovered through examination of the foregoing or diligent physical inspection of the site. A failure by the Subcontractor to adhere to any of the provisions set forth above shall constitute a complete and absolute waiver of any claims related to different or unforeseen conditions.

5. GENERAL SCOPE OF WORK

Except as otherwise indicated in the Contract Documents, the Subcontractor shall furnish all labor, materials, tools, equipment, incidentals, and submittals necessary to prepare for and perform the Work. Where standards are not specified, the Subcontractor shall perform the Work in accordance with all applicable laws and regulations, and the best general practice and industry standards, and shall provide materials and workmanship of the first highest quality. Where the Contract Documents do not provide complete details, the Subcontractor shall submit a Request for Information (RFI), or provide a submittal to the Buyer for approval, clearly showing the details of the planned method for meeting the Subcontract requirement (“Submittal”).

6. GOVERNMENT-FURNISHED PROPERTY

a. In connection with its Work under this Subcontract, the Subcontractor may be furnished by the Buyer certain government-owned property (hereinafter referred to as Government-Furnished Property or “GFP”) for installation by the Subcontractor or its Sub- Subcontractor in accordance with the Contract Documents. The schedules set forth in this Subcontract presume that the GFP will be delivered with sufficient time to enable Subcontractor to meet said schedules. In the event that such GFP is not delivered timely, the Buyer shall, upon written requested by the Subcontractor, determine if any unreasonable and unforeseeable delay has occurred, and if so, the Buyer may grant a reasonable extension of time. Neither the Buyer nor the Government shall be liable to the Subcontractor for any damages of any kind or character for such delays.

b. Title to any such GFP shall remain with the Government and shall not be affected by the incorporation or attachment thereof to any property not owned by the Government, nor shall any such property, or any part thereof, be or become a fixture or lose its identity as Government property by reason of affixation to any realty. The Subcontractor shall maintain adequate property control records of such property consistent with DEAR 970.5245-1 and as may be prescribed by the Government or the Buyer, and the Subcontractor shall mark or cause all such property to be clearly marked (if not already marked) to show that it is property of the Government.

c. GFP under this Subcontract shall only be used for the performance of the Work of this Subcontract.

d. The Subcontractor shall, in accordance with sound industry practice and DEAR 970.5245-1, protect and preserve such GFP until completion by the Subcontractor of all Work required by this Subcontract. Should any repair or replacement of any such property become necessary during the term of this Subcontract other than by reason of the negligence or fault of the Subcontractor, the same shall be made by the Subcontractor with the approval of and for the account of the Buyer and the title thereto shall vest in the Government and any delay to Final Completion upon the critical path of the schedule occasioned thereby shall be considered an excusable (but non-compensable) delay.

e. Unless otherwise provided in this Subcontract, the Subcontractor assumes the risk of and shall be responsible for any loss of or damage to the GFP in its possession except for reasonable wear and tear, or due to causes unrelated to the Subcontractor’s fault or negligence.

f. The Government and the Buyer shall at all times have access to the premises wherein any GFP is located.

g. Upon Final Completion, the Subcontractor shall submit, in a form acceptable to the Buyer, inventory schedules covering all items of GFP utilized in the performance of this Subcontract (including any resulting scrap).

7. PERMITS, LICENSES, RESPONSIBILITIES

a. The Subcontractor shall have and maintain, and shall require that all Sub-Subcontractors have and maintain, appropriate licenses and certifications issued by the relevant Trade Associations or Regulatory Agencies in order to perform the Work under this Subcontract.

Except as otherwise directed by the Buyer or Subcontract Administrator, and without any cost to the Buyer, the Subcontractor also shall be responsible for obtaining any other necessary licenses and permits, and for complying with applicable federal, state, and municipal laws, codes, and regulations in connection with performing the Work.

8. SUBMITTALS REQUIRED

a. The purpose of Submittals is to provide the Buyer with the opportunity to check for conformance with the requirements of the Subcontract, and for selection among alternatives contemplated by the Subcontractor. The submission, review, or approval of any such Submittals shall not result in a no change to the Subcontract price, performance period, or any other requirement of the Contract Documents.

b. If the Submittal relates to any proposed change in the Subcontract price, performance period, or other requirement of the Subcontract, the Subcontractor must promptly notify the Subcontract Administrator in writing, pursuant to Article 30 and separately from the Submittal, and obtain written authorization prior to incurring any delay, or additional costs, or using materials or methods that might not conform to the requirements of the Contract Documents. The Subcontract Administrator, through its PM, is authorized to make evaluation of Submittals and elements of Work required by this Subcontract under such Submittals. However, only the Subcontract Administrator shall have authority to approve Submittals.

c. By submission of a Submittal for (i) a product “equal” to one specified, (ii) a product substitution, (iii) a design prepared by the Subcontractor, or (iv) a method proposed by the Subcontractor, the Subcontractor represents that it has reviewed the submitted item for full compatibility with all requirements of the Contract Documents, and further represents that the item submitted is in fact fully compatible with all requirements of the Contract Documents. The Buyer will review the Submittal for general conformance with the design concept only. Approval of the Submittal does not reduce the Subcontractor’s full responsibility for meeting all requirements of the Contract Documents. Any variance between the specified requirement and the item actually furnished remains the sole responsibility of the Subcontractor. In the event that an approved item is subsequently determined not to conform to a requirement of the Contract Documents, the Subcontractor shall be responsible for all costs of corrections to attain conformance, irrespective of whether the Buyer discovers or notifies the Subcontractor of the non-conformance. If a specified product is found to be unavailable, the Subcontractor may request that the Buyer specify an alternate, in which case the Buyer will be responsible for specifying a suitable alternate that is compatible with the Subcontract.

d. SUBMITTALS REQUIRED PRIOR TO NOTICE TO PROCEED AND KICK-OFF MEETING

A “kick-off meeting,” if applicable to the project, shall be held to confirm review and acceptance of all project documentation required. The following documents, in addition to any forms or documents required by the request for proposal or solicitation, at minimum, shall be required for the kick-off meeting (or equivalent) and for Buyer to issue a notification letter (hereinafter, “Notice to Proceed” or “NTP”) to the Subcontractor stating the date on which the Subcontractor can mobilize on the premises to commence the Work. The NTP date marks the beginning of the performance time under the Contract Documents:

i. Evidence of Performance and Payment bonds from Subcontractor in accordance with the Contract Documents.

ii. Approved certificates of insurance as provided in Article 26 below

iii. Project schedule in the specified format and approved by the PM.

iv. “Statement and Acknowledgment” Standard Form (SF 1413) for all known Sub-Subcontractors.

v. A copy of the Subcontractor’s licenses and permits, and copies of all known Sub-Subcontractors licenses or permits, where applicable.

vi. Schedule of Values acceptable to the Subcontract Administrator, if requested.

vii. Issue for Construction set of Statement of Work, Specifications and Drawings

e. SUBMITTALS REQUIRED DURING ON-SITE CONSTRUCTION

i. Weekly certified payrolls to be submitted online, as specified by the Buyer or Subcontract Administrator.

ii. Each invoice must be certified in writing by Subcontractor and accompanied by the following:

a. Invoice showing unique invoice number, Buyer Subcontractor number, amount billed and retainage.

b. Any pricing breakdown as required by the Buyer or Subcontract Administrator, including, without limitation, Sub- Subcontractors bids, invoices, take-offs, or other detail requested by the Subcontract Administrator.

f. OTHER SUBMITTALS REQUIRED DURING ON-SITE WORK

The Subcontractor shall update and resubmit the Submittal list whenever new Submittals are requested during progress of the Work.

i. The Subcontractor shall update and resubmit the lists of Sub-Subcontractors when known and provide an updated SF 1413 Form.

ii. Work Safety Health documentation for Subcontractor and all Sub-subcontractors.

iii. As required by Division 1 Specifications.

iv. Conditional lien releases for Subcontractor and each Sub-Subcontractor shall be delivered with each application for payment, and unconditional lien releases shall be promptly provided after receipt of payment.

v. Subcontractor shall incorporate the provisions of this Paragraph F, and require compliance therewith, for each of its Sub- Subcontractors of any tier.

g. SUBMITTALS REQUIRED PRIOR TO FINAL PAYMENT

i. Final Inspection Report (signed by Subcontractor) as provided in Subcontract Award and completion of the Work as specified in Division 1.

ii. Certified Payroll Log and Final Certified Payrolls via the online system as designated by Buyer.

iii. Return of Identification (ID) badges, Dosimeter Badges (if any) and keys (if any). The Buyer may, at its discretion, require a certification from the Subcontractor that it, and all of its Sub-Subcontractors, have complied with this requirement and have reported to the Subcontract Administrator any missing ID badges, dosimeters, or keys.

iv. Final Invoice.

v. Unconditional Lien Release and Waiver, and other documentation required by the Buyer or the Subcontract Administrator, upon issuance of Final Payment.

9. SUBCONTRACTOR AND SUB-SUBCONTRACTOR PERSONNEL

a. Subcontractor personnel shall be reasonably continuous over the length of the job; personnel shall not be rotated for the convenience of the Subcontractor.

b. The Buyer and Subcontract Administrator shall be provided with a method to contact Subcontractor’s management at any time (twenty-four hours a day, seven days a week), and said management shall be empowered with the ability to initiate and enforce changes pursuant to the terms of the Contract Documents.

c. All Subcontractor employees performing the Work under this Subcontract shall have that level of education, experience, physical competence, and training requisite for the skillful, workmanlike, efficient and safe carrying out of their Subcontract tasks and shall carry out all tasks in such a manner.

d. The Subcontractor is required to provide employees who are trained and experienced in performing the Work required under the conditions existing for this project, including environmental protection, safety, and health requirements.

e. The Buyer or Subcontract Administrator may, in writing, require that Subcontractor remove any employee of Subcontractor or Sub- Subcontractor from performing Work under this Subcontract. Subcontractor agrees to promptly comply with such requests.

f. Only persons who are eligible to work in the United States of America (U.S. citizens, green card holders, or those with the appropriate visa) may be employed to work at this site. Subcontractors and their employees must show government-issued identification to gain access to this site, and persons who are unable to provide proper I.D. will not be permitted to enter Buyer premises.

g. In the event that non-English speaking workers are utilized, the Subcontractor and all Sub-Subcontractors shall, at all times when Work activity is on-going, have a designated worker who is bilingual in English and the language of those workers on site, to interpret any work instructions, requirements of the Contract Documents, legal regulations, or safety orders.

10. LIST OF SUB-SUBCONTRACTORS

At the request of the Buyer or Subcontract Administrator, the Subcontractor shall notify the Buyer, in writing, of the names of all Sub- Subcontractors, together with a summary of the extent and character of the work to be done by each Sub-Subcontractor.

11. TIME IS OF THE ESSENCE

The Subcontractor shall prosecute the Work diligently with such forces as the Subcontractor determines are necessary to complete the Work of this Subcontract within the contract time. If the Buyer determines that the Subcontractor is not progressing in accordance with the accepted schedule from the Subcontractor, the Subcontractor shall submit a written plan for recovery of the progress necessary to complete the Work within the contract time for the Subcontract Administrator’s approval. Resulting additional costs for overtime, night shifts, or holiday work, or other means necessary to recover the schedule are solely the responsibility of the Subcontractor.

12. WORK HOURS AND HOLIDAYS

a. The Subcontractor will be permitted to work in the work areas, and delivery of materials may be made, during normal working hours (6:00 a.m. to 6:00 p.m. Monday through Friday, unless otherwise indicated in the Contract Documents) and, when authorized in advance by the Subcontract Administrator, after hours, on holidays, or weekends.

b. Buyer holidays:

New Year’s Day Independence Day Martin Luther King’s Birthday Holiday Labor Day Holiday President’s Birthday Holiday Thanksgiving: Thursday & Friday Memorial Day Holiday Christmas - two days

Additionally, Buyer is usually shut down during the period between Christmas and New Year’s Day.

c. Unless required by law, no extra payment will be allowed for extra expense incurred by the Subcontractor for its employees working holidays.

13. COOPERATION WITH OTHER SUBCONTRACTORS AND BUYER PERSONNEL

a. Other construction subcontracts may have been or may be awarded in this locality, such that the work covered by them will be in progress during the time of the Work covered by this Subcontract. All Subcontractors shall have equal rights to use the haul roads, grounds, utilities, etc., and shall coordinate their activities which may be in conflict so as to cause a minimum of interference.

b. Buyer personnel may be working in or occupying the area within and adjacent to the Subcontractor’s work area. The Subcontractor shall cooperate with others in the scheduling of Work to avoid undue inconveniences to all concerned. The Subcontractor shall not commit or permit any act which will interfere with the performance of work by any other Subcontractor or by Buyer employees.

c. The Subcontractor shall fully cooperate with such other Subcontractors and Buyer employees and carefully fit its own work to such additional work as may be directed by the Buyer or Subcontract Administrator. Furthermore, the Subcontractor shall cooperate and coordinate its Work with any separate consultants, contractors, subcontractors, or suppliers of the Buyer and shall ensure that all Sub- Subcontractors cooperate and coordinate their work with any such separate or independent contractors.

d. The Subcontractor shall confine activity to the areas designated. Other Buyer areas shall not be visited without specific permission and under no circumstances will the Subcontractor’s personnel cause interruption of normal Buyer activities in other areas.

14. NOTICE OF LABOR DISPUTES

Whenever an actual or potential unforeseen and unavoidable (a) industry-wide labor dispute or (b) nation-wide material shortage for specific materials are either delaying, or threatening to delay, the performance of the Work, then the Subcontractor shall immediately notify the Buyer in writing. Such notice shall include all relevant information concerning the dispute and its background, the trades affected by such industry-wide labor dispute(s), the estimated impact on the critical path of the Work, and the steps that Subcontractor is taking to remediate and minimize the effects of such potential delays. Such delays may entitle Subcontractor or the affected Sub-Subcontractor to an excusable time extension, without any additional compensation, to the extent such delays will prolong Final Completion by impacting the critical path of the schedule. Provided, however, that any failure by Subcontractor to immediately provide notice to the Buyer and Subcontract Administrator as set forth in this Article 14 shall constitute a complete an absolute waiver of any claim by the Subcontractor or Sub-Subcontractor(s) for extra time or additional compensation related to such delays.

15. ENVIRONMENTAL, SAFETY, AND HEALTH PROTECTION – CODES AND STANDARDS

a. All Work performed by the Subcontractor and its Sub-Subcontractors shall be in accordance with the applicable federal, state, and local environmental laws, codes, standards, and regulations, including those described in this Article.

b. The Subcontractor and its Sub-Subcontractors shall also perform Work in accordance with the following Buyer-specific requirements, which are largely consistent with applicable regulatory requirements: (1) SLAC’s Injury and Illness Prevention Program (IIPP), including those regulations and standards listed within ; (2) SLAC’s ES&H Manual Chapter 42 “Subcontractor Safety”; and (3) any additional safety and environmental requirements, codes, standards, and regulations detailed in the specifications, statement of work, or Division 1.

c. With regard to safety and health regulations, Buyer has adopted the California Division of Occupational Safety and Health (Cal/OSHA) general industry and construction safety orders as found in Title 8 of the California Code of Regulations. However, government enforcement of safety and health compliance is under the jurisdiction of the federal Department of Energy.

d. All codes, standards, and referenced specifications in the Contract Documents shall mean latest edition, including supplements when such exists, unless otherwise stated. Where differences exist in the levels of protection prescribed in applicable codes, standards, and referenced specifications, the level which provides the greatest protection to the Buyer shall govern, unless otherwise stated. Any variances from the codes and standards noted by the Subcontractor in the specifications and drawings shall be brought to the Subcontract Administrator’s attention immediately by notification in writing.

e. The Government, the State of California, and local jurisdictions may have the authority to fine the Buyer, the Subcontractor, and Sub- Subcontractors for failure to comply with applicable health and environmental laws. The Buyer reserves the right to pass these fines onto the Subcontractor if the non-compliance results from its failure to comply with applicable laws and standards.

16. ENVIRONMENTAL PROTECTION REQUIREMENTS

a. All personnel and equipment necessary for the protection of the environment in performance of the Subcontract shall be the responsibility of and shall be provided by the Subcontractor. Failure to maintain adequate measures to ensure protection of the environment as required by applicable laws and Buyer standards may result in Termination for Default, and assessment of clean-up costs.

b. Materials, processes and activities that the Subcontractor proposes to employ that are governed by the Clean Air Act must conform to requirements specified by the Bay Area Air Quality Management District (BAAQMD). Refer to BAAQMD regulations and Division 1 Specifications for details on the relevant materials.

c. All on-site activities shall include Best Management Practices (BMPs), required by the Clean Water Act, to prevent the introduction of hazardous and non-hazardous materials into stormwater or conveyances that transport stormwater off-site to streams and the Bay.

Refer to the Division 1 Specifications for required BMPs.

d. Hazardous waste management shall be coordinated with Buyer’s Waste Management Group.

e. Subcontractors and their Sub-Subcontractors shall not bring radioactive materials or radiation generating devices on Buyer premises without prior express approval from the Subcontract Administrator and designated representatives from the Buyer’s Radiation Protection Department. Examples of such radioactive materials and radiation generating devices are available at: http://www-group.slac.stanford.edu/esh/rp/RPmaterialTC.pdf.

f. All Work shall be performed in a manner consistent with Buyer’s Environment, Safety and Health Policy available at: http://www-group.slac.stanford.edu/esh/about_esh/eshpolicy.htm.

17. INJURY AND ILLNESS PREVENTION PROGRAM IMPLEMENTATION

a. Subcontractor is responsible for safe working practices and shall ensure the safety of their personnel, Sub-Subcontractor personnel, Buyer personnel, other personnel and visitors, Buyer and Government property, and private property in the performance of the Subcontract. Subcontractor and its Sub-Subcontractors shall comply with all applicable safety and health laws, standards, and regulations.

b. Subcontractor shall implement and require its personnel and Sub-Subcontractors to implement SLAC’s Injury and Illness Prevention Program (IIPP), or their own equivalent as defined in Article 19(B)(1). Subcontractor shall implement, and require its personnel and Sub-Subcontractors to implement SLAC ES&H Manual Chapters 2 and 42. Subcontractor shall implement, and require its personnel and Sub-Subcontractors to implement, Work Planning and Control (WPC) to ensure that the overall project and each defined work activity conforms to Buyer’s WPC program. The WPC process elements shall include the following steps: (a) Define scope;

(b) Analyze hazards; (c) Identify and implement controls; (d) Perform the Work within controls; (e) Provide feedback and https://www-group.slac.stanford.edu/esh/general/iipp/ https://www-group.slac.stanford.edu/esh/general/subcontractor http://www-group.slac.stanford.edu/esh/rp/RPmaterialTC.pdf http://www-group.slac.stanford.edu/esh/rp/RPmaterialTC.pdf http://www-group.slac.stanford.edu/esh/about_esh/eshpolicy.htm http://www-group.slac.stanford.edu/esh/about_esh/eshpolicy.htm https://www-group.slac.stanford.edu/esh/general/iipp/ https://www-group.slac.stanford.edu/esh/general/iipp/ https://www-group.slac.stanford.edu/esh/general/wpc/ https://www-group.slac.stanford.edu/esh/general/subcontractor/ https://www-group.slac.stanford.edu/esh/general/wpc/ improvement. Additionally, the WPC process shall include the proper authorization and release of all Work on a daily basis by the CM and the Subcontractor. More details can be found in the Division 1 Specifications concerning planning and documentation requirements. Subcontractor shall consult with the Buyer as needed to understand and implement these WPC process elements.

i. An Injury and Illness Prevention Program (IIPP), in compliance with the variance to the DOE Worker Safety and Health Program regulation Title 10, Part 851 of the U.S. Code of Federal Regulations (10 CFR 851), (approved by DOE), which allows the Subcontractor to follow applicable California Department of Labor Codes, which includes Title 8 California Occupational Safety and Health Administration’s (Cal/OSHA) safety and health regulations including an IIPP in lieu of specified provisions in 10 CFR 851, Subparts B and C, and Appendix A; except however, the IIPP must also address the DOE requirements from 10 CFR 851 identified in the SLAC Subcontractor IIPP Requirements to Meet DOE Requirements document. All other Subparts and standards of 10 CFR 851 remain applicable.

c. The Subcontractor shall establish processes to ensure hazards are identified and abated routinely. All workers shall be encouraged to engage in the hazard identification and control process and speak up when they have a concern.

d. The Subcontractor shall ensure that its employees and Sub-Subcontractor employees understand that they may decline work or stop others from performing Work if it might create an “imminent danger,” or when a worker does not believe there is sufficient time to abate a hazard through the standard means in the performance of the task. An “imminent danger” situation is defined as one that could result in serious injury, death, or significant environmental or property damage. A process shall be established for employees to communicate to their supervisor and work together to mitigate imminent dangers.

e. All personnel and equipment necessary for the IIPP implementation shall be the responsibility of and shall be provided by the Subcontractor to assure public safety and properly guard against personal injury or property damage. Examples include: Flaggers, signs, barricades, fences, lights, fire extinguishers, and similar precautions.

f. The Subcontractors and Sub-Subcontractors shall fully cooperate in Buyer and DOE incident investigations in accordance with the contractor requirements of DOE Order 225.1B, titled Accident Investigations. Subcontractor and Sub-Subcontractor personnel shall be made available for interviews; equipment shall be made available for inspection, measurement and testing; work planning and training documentation shall be provided to Buyer and DOE upon request.

g. Failure by Subcontractor or any Sub-Subcontractor to maintain adequate measures to ensure safe working practices and safety as required by applicable laws and Buyer standards may result in Termination for Default.

18. NOISE CONTROL

a. The Subcontractor and all Sub-Subcontractors shall make use of latest techniques for abatement of construction noise. All construction equipment shall be contained in sound reducing enclosures when necessary and shall be fitted with mufflers as required so that the noise level within 3 feet of the equipment does not exceed levels recommended by EPA for construction sites in occupied areas. The Subcontractor shall use pneumatic or electric tools designed for quiet operation.

b. Portable music or sound players/devices are prohibited in any work area.

19. SANITARY CONDITIONS

a. Supply of drinking water shall be adequate and clean. The source shall be approved by the CM, Field Safety Representative, or other designated Buyer personnel.

b. Unless otherwise specified in Division 1, toilet facilities are not available; the Subcontractor shall furnish and maintain one (1) temporary chemical toilet for every thirty (30) persons or less employed on the site, at locations approved by the CM, Field Safety Representative, or other designated Buyer personnel.

c. Except to the extent provided by law, pets are not permitted on-site.

20. ENVIRONMENTAL, SAFETY, AND HEALTH COMPLIANCE, OVERSIGHT, AND ENFORCEMENT

a. All Buyer employees, agents, and subcontractors, and DOE employees and agents, have the authority and responsibility to identify and stop any activity creating an imminent danger as defined in Article 19. If directed to stop an activity creating an imminent danger, the Subcontractor shall comply, and immediately contact the CM for further direction.

b. The Subcontractor is required to effectively address environmental, safety, and health compliance concerns on a continual basis. The Subcontractor shall immediately correct environmental, safety, and health non-compliances and hazards upon the request of the CM, PM, or Subcontract Administrator. Further, the CM, PM, or Subcontract Administrator may, at their discretion, issue a written notice of violation if the Work is found to be non-compliant with the applicable environmental, safety, and health laws and Buyer standards.

DOE staff are also authorized to inspect construction projects, communicate deficiencies to Buyer management, and request work be stopped due to imminent danger or regulatory violations.

c. If a notice of violation is not adequately addressed in the time specified in the notice, or if at any time the Subcontractor or its Sub- Subcontractor’s activities present an imminent danger or violate applicable environmental, safety and health laws and standards, the Subcontract Administrator, CM, or PM may issue a written stop work order until the dangerous or non-compliant activities are remedied at the Subcontractor’s expense. The Subcontractor shall be required to recover the schedule at its expense, and may be required to reimburse the Buyer for extraordinary monitoring as described in this Subcontract. The Subcontractor shall make no claim for an extension of time or for compensation or damages by reason of or in connection with such work stoppage resulting from its non-compliance with environmental, safety, or health related requirements.

https://www.dir.ca.gov/dosh/etools/09-031/index.htm https://www-group.slac.stanford.edu/esh/general/iipp/finalvariance.pdf https://www-group.slac.stanford.edu/esh/general/iipp/finalvariance.pdf https://ecfr.io/Title-10/cfr851_main https://www.dir.ca.gov/samples/search/query.htm https://www.dir.ca.gov/Title8/3203.html https://www-group.slac.stanford.edu/esh/eshmanual/references/subcontractorReqIIPP.pdf

21. RETURN OF BUYER BADGES, KEYS, AND DOSIMETERS

Loss of Buyer badges, keys, and dosimeters present significant security risks and replacement costs for the Buyer. Subcontractor must track ID badges, keys, and dosimeters received by its employees and Sub-Subcontractors, and notify the Buyer, Construction Manager, Project Manager and Security of any missing badges, keys, or dosimeters prior to closeout. Further, in addition to any other remedies available under this Subcontract, the Buyer may charge, at its discretion, a penalty of $50 per ID badge or key, or $500 per dosimeter, not returned to the Buyer Security Office within five (5) days of the completion of the Subcontractor and Sub-Subcontractors’ performance. Such penalties shall be deducted from the final payment.

22. HISTORICAL AND SCIENTIFIC SPECIMENS

All articles of historical or scientific value, including but not limited to fossils and archaeological artifacts which may be uncovered by the Subcontractor during the progress of the Work, shall become the property of the Buyer. The article and area shall be secured and work in the immediate area shall be stopped, as appropriate, and the finding shall be reported immediately to the Construction Manager. The Buyer will determine the method of removal, where necessary, and the final disposition thereof.

23. INSPECTION AND ACCEPTANCE

a. Except as otherwise provided in this Subcontract, inspection and test by the Buyer of material and workmanship required by the Subcontract shall be made at reasonable times and at the site of the Work, unless the Buyer determines that such inspection or test of material which is to be incorporated in the Work shall be made at the place of production, manufacture, or shipment of such material.

To the extent specified by the Buyer at the time of determining to make off-site inspection or test, such inspection or test shall be conclusive as to whether the material involved conforms to the Subcontract requirements. Such off-site inspection or test shall not relieve the Subcontractor of responsibility for damages to or loss of the material prior to acceptance, nor in any way affect the continuing rights of the Buyer after acceptance of the completed Work under the terms of Paragraph F.

b. The Subcontractor shall, without charge, promptly replace any material or correct any workmanship found by the Buyer not to conform to the Subcontract requirements, unless the Buyer consents to accept such materials or workmanship with an appropriate adjustment in Subcontract price. The Subcontractor shall promptly segregate and remove rejected material from Buyer or Buyer premises at its own expense.

c. If the Subcontractor does not promptly replace rejected material or correct rejected workmanship, the Buyer (1) may, by separate subcontract with a third-party or otherwise, replace such material or correct such workmanship and dispose of such rejected material, and charge the cost thereof to the Subcontractor, or (2) may terminate the Subcontractor’s right to proceed in accordance with Article 36 titled “Termination for Default- Damages for Delay-Time Extensions.”

d. The Subcontractor shall furnish promptly, without additional charge, all facilities, labor, and material reasonably needed for performing such safe and convenient inspection or test as may be required by the Buyer. All inspection or test by the Buyer shall be performed in such manner as not to unduly delay the Work. Special, full-size, and performance tests shall be performed as described in Contract Documents. The Subcontractor shall be charged with any additional cost of inspection when material and workmanship are not ready at the time agreed for the inspection.

e. Should it be considered necessary or advisable by the Buyer at any time before acceptance of the entire Work to make an examination of Work already completed by removing or tearing out same, the Subcontractor shall, on request, promptly furnish all necessary facilities, labor, and material. If such Work is found to be defective or non-conforming in any material respect, due to the fault of the Subcontractor or its Sub-Subcontractors, it shall defray all the expenses of such examination and of satisfactory reconstruction. If, however, such Work is found to meet the requirements of the Subcontract, an equitable adjustment shall be made in the Subcontract price to compensate the Subcontractor for the additional services involved in such examination and reconstruction; and, if completion of the Work has been delayed thereby, it shall, in addition, be granted a suitable extension of time.

f. Unless otherwise provided in this Subcontract, acceptance by the Buyer shall be made as promptly as practicable after Final Completion and inspection of all Work required by this Subcontract. Provided, however, that no completed Work shall be deemed to meet the requirements of the Contract Documents, and Final Completion shall not be achieved, unless and until all Work has been inspected and accepted by the Subcontract Administrator. Acceptance shall be final and conclusive except as regards latent defects, errors, omissions, fraud, or gross negligence or under any warranty or guarantee, or as otherwise allowed under law or equity.

g. The PM or CM may agree to accept work as completed for the purposes of making progress or milestone payments only, if such…