DE-SOL-0008913_-_Amendment_000004_-_SF30_with_Continuation_Pages.pdf

Aaron W. Deckard Digitally signed by Aaron W. Deckard DN: c=us, o=u.s. government, ou=department of energy, ou=Energy IT Services, ou=Environmental Management Consolidated Business Center, ou=People, cn=Aaron W. Deckard Date: 2016.08.18 09:00:21 -04'00'

DE-SOL-0008913

Amendment 000004

Savannah River Site Liquid Waste Services

The purpose of this amendment is to amend solicitation DE-SOL-0008913 as described below and incorporated in the conformed copy of the solicitation.

All other sections of the Final RFP remain unchanged.

Amendment 000004 to DE-SOL-0008913

Number RFP Section

Reference Change From Change To

1. H.24

[As a matter of consistency, the H.24 clause

(DOE-H-

2014) is replaced in its entirety with the identical clause included in the current

SRS Liquid

Waste contract.]

H.24 DOE-H-2014 CONTRACTOR ACCEPTANCE OF

NOTICE OF VIOLATION OR ALLEGED VIOLATIONS,

FINES, AND PENALTIES (OCT 2014)

(a) The Contractor shall accept, in its own name, notices of violation(s) or alleged violations (NOVs/NOAVs) issued by federal or state regulators to the Contractor resulting from the

Contractor's performance of work under this contract, without regard to liability. The allowability of the costs associated with fines and penalties shall be subject to other provisions of this contract.

(b) After providing DOE advance written notice, the Contractor shall conduct negotiations with regulators regarding

NOVs/NOAVs and fine and penalties. DOE may in its discretion choose to be in charge of, and direct, all negotiations with regulatory agencies regarding permits, fines, penalties, and any other proposed notice, notice, administrative order, and any similar type of notice as described in paragraph (B) above.

However, the Contractor shall not make any commitments or offers to regulators that would bind the Government, including monetary obligations, without first obtaining written approval from the CO. Failure to obtain advance written approval may result in otherwise allowable costs being declared unallowable and/or the Contractor being liable for any excess costs to the

Government associated with or resulting from such offers/commitments.

(c) The Contractor shall notify DOE promptly when it receives service from the regulators of NOVs/NOAVs and fines and penalties.

Replace the H.24 clause in its entirety with:

H.24 ALLOCATION OF LIABILITY FOR FINES AND PENALTIES TO

RESPONSIBLE PARTY

(a) This clause allocates the responsibilities of DOE and the Contractor, referred to collectively as the “parties,” for implementing the environmental requirements at facilities within the scope of the contract. In this clause, the term “environmental requirements” is defined as requirements imposed by applicable Federal, state, and local environmental laws and regulations, including, without limitation, statutes, ordnances, regulations, court orders, consent decrees, administrative orders, or compliance agreements, consent orders, permits, and licenses.

(b) Liability and responsibility for civil fines or penalties arising from or related to violations of environmental requirements shall be borne by the party causing the violation irrespective of the fact that the cognizant regulatory authority may assess any such fine or penalty upon either party or both parties without regard to the allocation of responsibility or liability under this contract. This contractual allocation of liability for any such fine or penalty is effective regardless of which party (i) signs the permit applications, manifests, reports or other required documents; (ii) is a permitee; (iii) is the named subject of an enforcement action; or, (iv) is assessed a fine or penalty by the cognizant regulatory authority.

(c) Regardless of which party to this Contract is the named subject (Contractor or

DOE) of an enforcement action for noncompliance with environmental requirements by the cognizant regulatory authority, provisions of this Contract related to allowable costs will govern liability for payment of any fine or penalty. If the named subject of an enforcement action or assessment of a fine or penalty is DOE and the fine or penalty would not otherwise be reimbursable under the allowable cost provisions of this contract if the Contractor was the named subject of the enforcement action, the Contractor will either pay the fine or penalty, or reimburse

DOE (if DOE pays the fine or penalty).

DE-SOL-0008913

Amendment 000004

Savannah River Site Liquid Waste Services

Amendment 000004 to DE-SOL-0008913

Number RFP Section

Reference Change From Change To

2. Section J, Attachment

J-14, Appendix 1

ADJECTIVAL RATING

CATEGORIES OF

PERFORMANCE

WEIGHTINGS

1. Technical Quality TBD

2. Cost Control TBD

3. Schedule (timeliness) TBD

4. Management TBD

5. Regulatory Compliance TBD

ADJECTIVAL RATING

CATEGORIES OF

PERFORMANCE

WEIGHTINGS

1. Technical Quality TBD 25%

2. Cost Control TBD 25%

3. Schedule (timeliness) TBD 15%

4. Management TBD 15%

5. Regulatory Compliance TBD 20%

3. L.10(c)(2) All proposal documents required by this solicitation must be uploaded, submitted, and received in their entirety in the

FedConnect Responses web portal no later than August 29, 2016 at 1500 Eastern Daylight Time.

All proposal documents required by this solicitation must be uploaded, submitted, and received in their entirety in the FedConnect Responses web portal no later than

August 29 31, 2016 at 1500 Eastern Daylight Time.

4. L.18 All Offers required by this solicitation are due at the date, time, and place identified on the Standard Form (SF 33), Solicitation, Offer and Award (See Section A, Block 9).

All Offers required by this solicitation are due at the date, time, and place identified on the Standard Form (SF 33), Solicitation, Offer and Award (See Section A, Block

9) no later than August 31, 2016 at 1500 Eastern Daylight Time.

Savannah River Site Liquid Waste Services Section H Final Solicitation No. DE-SOL-0008913

H-1

PART I – THE SCHEDULE

SECTION H

SPECIAL CONTRACT REQUIREMENTS

TABLE OF CONTENTS

H.1 DOE-H-2013 CONSECUTIVE NUMBERING (OCT 2014)

I. CONTRACTOR HUMAN RESOURCE MANAGEMENT (CHRM) CLAUSES

H.2 DOE-H-2002 NO THIRD PARTY BENEFICIARIES (OCT 2014)

H.3 DEFINITIONS

H.4 WORKFORCE TRANSITION AND EMPLOYEE HIRING PREFERENCES INCLUDING

THROUGH PERIOD OF PERFORMANCE

H.5 DOE-H-2001 EMPLOYEE COMPENSATION: PAY AND BENEFITS (JAN 2016)

H.6 SPECIAL PROVISIONS APPLICABLE TO WORKFORCE TRANSITION AND

EMPLOYEE COMPENSATION: PAY AND BENEFITS

H.7 WORKFORCE TRANSITION AND BENEFITS TRANSITION: PLANS AND

TIMEFRAMES

H.8 DOE-H-2004 POST CONTRACT RESPONSIBILITIES FOR PENSION AND OTHER

BENEFIT PLANS (OCT 2014)

H.9 DOE-H-2028 LABOR RELATIONS (OCT 2014)

H.10 WORKFORCE RESTRUCTURING

H.11 LABOR STANDARDS

H.12 DOE-H-2003 WORKER’S COMPENSATION INSURANCE (OCT 2014)

H.13 DOE-H-2049 INSURANCE REQUIREMENTS (OCT 2014)

H.14 DOE-H-2057 DEPARTMENT OF LABOR WAGE DETERMINATIONS (OCT 2014)

H.15 DOE-H-2073 RISK MANAGEMENT AND INSURANCE PROGRAMS (OCT 2014)

II. BUSINESS SYSTEMS CLAUSES

H.16 DOE-H-2022 CONTRACTOR BUSINESS SYSTEMS (OCT 2014)

H.17 DOE-H-2023 COST ESTIMATING SYSTEM REQUIREMENTS (OCT 2014)

H.18 DOE-H-2024 EARNED VALUE MANAGEMENT SYSTEM (OCT 2014) (DEVIATION) ..39

H.19 DOE-H-2025 ACCOUNTING SYSTEM ADMINISTRATION (OCT 2014)

H.20 DOE-H-2026 CONTRACTOR PURCHASING SYSTEM ADMINISTRATION (OCT 2014)

H.21 DOE-H-2027 CONTRACTOR PROPERTY MANAGEMENT SYSTEM

ADMINISTRATION (OCT 2014)

III. DOE CORPORATE CLAUSES OTHER THAN CHRM OR BUSINESS SYSTEMS

H-2

H.22 DOE-H-2006 DEFENSE NUCLEAR FACILITY SAFETY BOARD (OCT 2014)

H.23 DOE-H-2012 SUSTAINABLE ACQUISITION UNDER DOE CONSTRUCTION

CONTRACTS (OCT 2014)

H.24 ALLOCATION OF LIABILITY FOR FINES AND PENALTIES TO RESPONSIBLE PARTY

H.25 RESERVED

H.26 DOE-H-2016 PERFORMANCE GUARANTEE AGREEMENT (OCT 2014)

H.27 DOE-H-2017 RESPONSIBLE CORPORATE OFFICIAL AND CORPORATE BOARD OF

DIRECTORS (OCT 2014)

H.28 DOE-H-2018 PRIVACY ACT SYSTEMS OF RECORDS (OCT 2014)

H.29 DOE-H-2019 DISPOSITION OF INTELLECTUAL PROPERTY – FAILURE TO

COMPLETE CONTRACT PERFORMANCE (OCT 2014)

H.30 DOE-H-2020 PRICE-ANDERSON AMENDMENTS ACT NONCOMPLIANCE (OCT

2014)

H.31 DOE-H-2021 WORK STOPPAGE AND SHUTDOWN AUTHORIZATION (OCT 2014) ..55

H.32 DOE-H-2033 ALTERNATIVE DISPUTE RESOLUTION (OCT 2014)

H.33 DOE-H-2034 CONTRACTOR INTERFACE WITH OTHER CONTRACTORS AND/OR

GOVERNMENT EMPLOYEES (OCT 2014)

H.34 DOE-H-2035 ORGANIZATIONAL CONFLICT OF INTEREST MANAGEMENT PLAN

(OCT 2014)

H.35 DOE-H-2041 SUSTAINABLE ACQUISITION UNDER DOE SERVICE CONTRACTS

(OCT 2014)

H.36 DOE-H-2043 ASSIGNMENT AND TRANSFER OF SUBCONTRACTS (OCT 2014)

H.37 DOE-H-2044 MATERIAL SAFETY DATA SHEET AVAILABILITY (OCT 2014)

H.38 DOE-H-2045 CONTRACTOR COMMUNITY COMMITMENT (OCT 2014) (DEVIATION)

H.39 DOE-H-2046 DIVERSITY PROGRAM (OCT 2014)

H.40 DOE-H-2048 PUBLIC AFFAIRS – CONTRACTOR RELEASES OF INFORMATION

(OCT 2014)

H.41 DOE-H-2050 INCORPORATION OF SMALL BUSINESS SUBCONTRACTING PLAN –

ALTERNATE I (OCT 2014)

H.42 DOE-H-2052 REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS

OF THE OFFEROR – ALTERNATE I (OCT 2014) (DEVIATION)

H.43 DOE-H-2053 WORKER SAFETY AND HEALTH PROGRAM IN ACCORDANCE WITH

10 CFR 851 (OCT 2014)

H.44 DOE-H-2055 GOVERNMENT FURNISHED PROPERTY (OCT 2014)

H.45 DOE-H-2056 ANNUAL INDIRECT BILLING RATES (OCT 2014)

H.46 DOE-H-2058 DESIGNATION AND CONSENT OF CRITICAL SUBCONTRACTS (OCT

2014) (DEVIATION)

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H.47 DOE-H-2059 PRESERVATION OF ANTIQUITIES, WILDLIFE AND LAND AREAS (OCT

2014)

H.48 DOE-H-2061 CHANGE ORDER ACCOUNTING (OCT 2014)

H.49 DOE-H-2062 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL

- ALTERNATE I (OCT 2014)

H.50 DOE-H-2063 CONFIDENTIALITY OF INFORMATION (OCT 2014)

H.51 DOE-H-2064 USE OF INFORMATION TECHNOLOGY EQUIPMENT, SOFTWARE,

AND THIRD PARTY SERVICES - ALTERNATE II (OCT 2014)

H.52 DOE-H-2065 REPORTING OF FRAUD, WASTE, ABUSE, CORRUPTION, OR

MISMANAGEMENT (OCT 2014)

H.53 DOE-H-2066 SAFEGUARDS AND SECURITY PROGRAM – ALTERNATE I (OCT 2014)

H.54 DOE-H-2068 CONFERENCE MANAGEMENT (OCT 2014)

H.55 DOE-H-2069 PAYMENTS FOR DOMESTIC EXTENDED PERSONNEL ASSIGNMENTS

(OCT 2014)

H.56 DOE-H-2070 KEY PERSONNEL – ALTERNATE I (OCT 2014) (DEVIATION)

H.57 DOE-H-2071 DEPARTMENT OF ENERGY DIRECTIVES (OCT 2014)

H.58 DOE-H-2072 USE OF GOVERNMENT VEHICLES BY CONTRACTOR EMPLOYEES

(OCT 2014)

H.59 DOE-H-2075 PROHIBITION ON FUNDING FOR CERTAIN NONDISCLOSURE

AGREEMENTS (OCT 2014)

H.60 DOE-H-2076 LOBBYING RESTRICTIONS (OCT 2014)

IV. OTHER CLAUSES

H.61 SUBCONTRACTED WORK

H.62 PARENT ORGANIZATION SUPPORT

H.63 QUALITY ASSURANCE FOR WORK AFFECTING NUCLEAR SAFETY

H.64 ENVIRONMENTAL RESPONSIBILITY

H.65 PARTNERING

H.66 NNSA/EM STRATEGIC SOURCING PARTNERSHIP

H.67 INTEGRATED WORK CONTROL SYSTEMS AND REPORTING REQUIREMENTS

(APR 2016)

H-4

H.1 DOE-H-2013 CONSECUTIVE NUMBERING (OCT 2014)

Due to automated procedures employed in formulating this document, clauses and provisions contained within may not always be consecutively numbered.

I. CONTRACTOR HUMAN RESOURCE MANAGEMENT (CHRM)

CLAUSES

H.2 DOE-H-2002 NO THIRD PARTY BENEFICIARIES (OCT 2014)

This Contract is for the exclusive benefit and convenience of the parties hereto. Nothing contained herein shall be construed as granting, vesting, creating, or conferring any right of action or any other right or benefit upon past, present, or future employees of the Contractor, or upon any other third party. This provision is not intended to limit or impair the rights which any person may have under applicable Federal statutes.

H.3 DEFINITIONS

For purposes of Clauses H.4, Workforce Transition and Employee Hiring Preferences through H.7, Workforce Transition and Benefits Transition: Plans and Timeframes, the following definitions are applicable (unless otherwise specified):

(a) “Contract Award Date” means the date the Contract is signed by the Contracting

Officer, noted in Block 28 of the SF-33, Block 20C of the SF-26, or other authorized official notice.

(b) “Contract Transition Period” means the 90 day transition as defined in Section F of this Contract.

(c) “Incumbent Employees” means employees who hold regular appointments or who are regular employees of SRR as of the Contract Award Date.

(d) “Non-Incumbent Employees” are employees other than Incumbent Employees.

(e) “SRR” means Savannah River Remediation, LLC, performing work under DOE Contract No. DE-AC09-09SR22505.

(f) “SRS” means the Savannah River Site. SRS employees may work or may have worked for SRR, the Department of Energy and other contractors.

(g) “SWPF” means Salt Waste Processing Facility work performed under DOE Contract No. DE-AC09-02SR22210.

(h) “SWPF Commissioning, Operations & Maintenance (C, O & M) Employees” means certain SWPF contract employees, the classifications of which must be specifically identified by the Contractor and approved by DOE no later than 3 months prior to the anticipated transition of the SWPF operations to the Liquid Waste contract pursuant to Section C.1.4, who are directly responsible for the C, O & M of the Salt Waste

H-5

Processing Facility (SWPF) during its first year of operations under the SWPF contract. It does not include managerial, construction, administration, SWPF Operations Support, or other positions not directly related to the C, O & M of the facility.

(i) “SWPF Operations Support Employees” means certain SWPF employees performing support functions required for SWPF operation during the first year of operations under the SWPF contract whose training is not specific to the SWPF. The classifications of such employees must be specifically identified by the Contractor and approved by DOE no later than 3 months prior to the anticipated transition of the SWPF operations to the Liquid Waste contract pursuant to Section C.1.4.

H.4 WORKFORCE TRANSITION AND EMPLOYEE HIRING PREFERENCES INCLUDING

THROUGH PERIOD OF PERFORMANCE

The Contractor shall comply with the hiring preferences set forth below. The Contractor’s failure to comply with this clause may result in the costs being determined to be unallowable. See also Section I clause, FAR 52.222-17.

(a) The Contractor shall comply with the right of first refusal for employment for service employees employed by SRR as set forth in FAR 52.222-17 for the applicable work and positions. If a qualified service employee employed under the SRR contract declines a bona fide express offer of employment under this paragraph, the Contractor need not provide the right of first refusal or the preference in hiring specified in paragraphs (c) (1) (A) and (B) below to such employee, but shall provide all other preferences in hiring in Paragraph (c) below, as applicable.

(b) Within 30 days before the anticipated transition of the SWPF operations to the Liquid Waste contract pursuant to Section C.1.4, the Contractor shall provide the SWPF C, O & M Employees a right of first refusal for vacancies in non-managerial SWPF positions that are substantially equivalent to the positions such employees will hold at the time of the transition of the SWPF operations to the Liquid Waste contract pursuant to Section C.1.4. For such substantially equivalent positions only, the Contractor shall apply this right of first refusal before any of the preferences in hiring in paragraph (c) below.

(c) The Contractor shall provide, during the Contract Transition Period and throughout the period of performance, preferences in hiring for vacancies for non-managerial positions (i.e., all those below the first line of supervision) in non-construction activities of the Performance Work Statement (PWS) under this Contract, in accordance with the hiring preferences in paragraphs (1) – (4) below (subject to paragraph (a) and (b) above, in descending order of priority, any applicable collective-bargaining agreement(s), applicable law, and applicable site seniority lists as provided to the Contractor by the Contracting Officer), as set forth below.

(1) The Contractor shall provide Incumbent Employees the preferences in paragraphs (A) and (B) in descending order of priority:

H-6

(A) A right of first refusal for vacancies in non-managerial positions that are substantially equivalent to the positions the above employees held at the time of award.

(B) A preference in hiring for vacancies in non-managerial positions for the above employees who meet the qualifications for the position.

(2) The Contractor shall give a preference in hiring to SRR employees who have been identified by their employer as being at risk of being involuntarily separated because of the transfer of this work scope to the Contractor.

(3) The Contractor shall give a preference in hiring to individuals set forth below in paragraphs (A) – (B), in descending order of priority, who are eligible for the hiring preference contained in the clause in Section I of this Contract entitled “DEAR 952.226-74, Displaced Employee Hiring Preference,” consistent with the provisions of any applicable Work Force Restructuring Plan and Departmental Guidance on workforce restructuring, as amended from time to time, regarding the preferential hiring of employees:

(A) Employees who are former employees of SRR at the SRS, and

(B) Former employees of any other DOE contractor or subcontractor at a DOE defense nuclear facility.

(4) The Contractor shall give a preference in hiring to individuals (a) who have separated from employment at the SRS, including former SWPF C, O & M and SWPF Operations Support employees; (b) who are not precluded from seeking employment at either the SRS by the terms of employee waivers or releases of claims they executed, absent repayment of severance consistent with the terms of those agreements; and (c) who are qualified for a particular position or who may not meet the qualifications for a particular position, but who agree to become qualified and can become qualified by the commencement of active employment under this Contract.

H.5 DOE-H-2001 EMPLOYEE COMPENSATION: PAY AND BENEFITS (JAN 2016)

(a) Contractor Employee Compensation Plan

The Contractor shall submit, for Contracting Officer approval, by the end of the Contract Transition Period, a Contractor Employee Compensation Plan demonstrating how the Contractor will comply with the requirements of this Contract.

The Contractor Employee Compensation Plan shall describe the Contractor’s policies regarding compensation, pensions and other benefits, and how these policies will support at reasonable cost the effective recruitment and retention of a highly skilled, motivated, and experienced workforce.

A description of the Contractor Employee Compensation Program should include the following components:

a. Philosophy and strategy for all pay delivery programs.

H-7

b. System for establishing a job worth hierarchy.

c. Method for relating internal job worth hierarchy to external market.

d. System that links individual and/or group performance to compensation decisions.

e. Method for planning and monitoring the expenditure of funds.

f. Method for ensuring compliance with applicable laws and regulations.

g. System for communicating the programs to employees.

h. System for internal controls and self-assessment.

i. System to ensure that reimbursement of compensation, including stipends, for employees who are on joint appointments with a parent or other organization shall be on a pro-rated basis.

(b) Total Compensation System

The Contractor shall develop, implement and maintain formal policies, practices and procedures to be used in the administration of its compensation system consistent with FAR 31.205-6 and DEAR 970.3102-05-6; “Compensation for Personal Services”. DOE-approved standards (e.g., set forth in an advance understanding or appendix), if any, shall be applied to the Total Compensation System. The Contractor’s Total Compensation System shall be fully documented, consistently applied, and acceptable to the Contracting Officer. Costs incurred in implementing the Total Compensation System shall be consistent with the Contractor's documented Contractor Employee Compensation Plan as approved by the Contracting Officer.

(c) Reports and Information

The Contractor shall provide the Contracting Officer with the following reports and information with respect to pay and benefits provided under this Contract:

(1) An Annual Contractor Salary-Wage Increase Expenditure Report to include, at a minimum, breakouts for merit, promotion, variable pay, special adjustments, and structure movements for each pay structure showing actual against approved amounts; and planned distribution of funds for the following year. This report is due one month after the completion of the Compensation Increase Plan year (e.g., January 31 for the prior calendar year plan, or July 31 for the prior 7/1 – 6/30 year).

(2) A list of the top five most highly compensated executives as defined in FAR 31.205-6(p) (4) (ii) and their total cash compensation at the time of Notice to Proceed, and at the time of any subsequent change to their total cash compensation. This should be the same information provided to the System for Award Management (SAM) per FAR 52.204-10.

(3) An Annual Compensation and Benefits Report no later than March 15 of each year.

(d) Pay and Benefit Programs

H-8

The Contractor shall establish pay and benefit programs for Incumbent Employees and Non-Incumbent Employees as defined in paragraphs (1) and (2) below and who are engaged in non-construction activities, consistent with the terms and conditions of this Contract, including any applicable collective bargaining agreement(s), and applicable law, including Section 4(c) of the Service Contract Labor Standards (SCLS) statute; provided, however, that employees scheduled to work fewer than 20 hours per week receive only those benefits required by law. Employees are eligible for benefits, subject to the terms, conditions, and limitations of each benefit program.

(1) Incumbent Employees are as defined in H.3.

(A) Pay. The Contractor shall provide equivalent base pay to Incumbent

Employees as compared to base pay provided by SRR for at least the first year of the term of the Contract.

(B) Pension and Other Benefits. The Contractor shall provide a total package of benefits to Incumbent Employees comparable to that provided by SRR.

Comparability of the total benefit package shall be determined by the Contracting Officer in his/her sole discretion.

Incumbent Employees shall remain in their existing pension plans (or comparable successor plans if continuation of the existing plans is not practicable) pursuant to pension plan eligibility requirements and applicable law.

(2) Non-Incumbent Employees are as defined in H.3. All Non-Incumbent Employees shall receive a total pay and benefits package that provides for market-based retirement and medical benefit plans that are competitive with the industry from which the Contractor recruits its employees and in accordance with Contract requirements.

(3) Cash Compensation

(A) The Contractor shall submit the below information, as applicable, to the Contracting Officer for a determination of cost allowability for reimbursement under the Contract:

(i) Any proposed major compensation program design changes prior to implementation.

(ii) Variable pay programs/incentives. If not already authorized under H.5(a) above of the contract, a justification shall be provided with proposed costs and impacts to budget, if any.

(iii) In the absence of Departmental policy to the contrary (e.g., Secretarial pay freeze) a Contractor that meets the criteria, as set forth below, is not required to submit a Compensation Increase Plan (CIP) request to the Contracting Officer for an advance determination of cost allowability for a Merit Increase fund or Promotion/Adjustment fund:

H-9

The Merit Increase fund does not exceed the mean percent increase included in the annual Departmental guidance providing the WorldatWork Salary Budget Survey’s salary increase projected for the CIP year. The Promotion/Adjustment fund does not exceed 1.1 percent in total.

The budget used for both Merit Increase funds and Promotion/Adjustment funds shall be based on the payroll for the end of the previous CIP year.

Salary structure adjustments do not exceed the mean WorldatWork structure adjustments projected for the CIP year and communicated through the annual Department CIP guidance.

Please note: No later than the first day of the CIP cycle, Contractors must provide notification to the Contracting Officer of planned increases and position to market data by mutually agreed-upon employment categories. No presumption of allowability will exist for employee job classes that exceed market position.

(iv) If a Contractor does not meet the criteria included in (iii) above, a CIP must be submitted to the Contracting Officer for an advance determination of cost allowability. The CIP should include the following components and data:

(1) Comparison of average pay to market average pay.

(2) Information regarding surveys used for comparison.

(3) Aging factors used for escalating survey data and supporting information.

(4) Projection of escalation in the market and supporting information.

(5) Information to support proposed structure adjustments, if any.

(6) Analysis to support special adjustments.

(7) Funding requests for each pay structure to include breakouts of merit, promotions, variable pay, special adjustments, and structure movement.

(a) The proposed plan totals shall be expressed as a percentage of the payroll for the end of the previous CIP year.

(b) All pay actions granted under the compensation increase plan are fully charged when they occur regardless of time of year in which the action transpires and whether the employee terminates before year-end.

(c) Specific payroll groups (e.g., exempt, nonexempt) for which CIP amounts are intended shall be defined by mutual agreement between the Contractor and the Contracting Officer.

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(d) The Contracting Officer may adjust the CIP amount after approval based on major changes in factors that significantly affect the plan amount (for example, in the event of a major reduction in force or significant ramp-up).

(8) A discussion of the impact of budget and business constraints on the

CIP amount.

(9) Comparison of pay to relevant factors other than market average pay.

(v) After receiving DOE CIP approval or if criteria in (d)(3)(A)(iii) are met, contractors may make minor shifts of up to 10% of approved CIP funds by employment category (e.g., Scientist/Engineer, Admin, Exempt, Non- Exempt) without obtaining DOE approval.

(vi) Individual compensation actions for the top Contractor official (e.g., laboratory director/plant manager or equivalent) and Key Personnel not included in the CIP. For those Key Personnel included in the CIP, DOE will approve salaries upon the initial contract award and when Key Personnel are replaced during the life of the contract. DOE will have access to all individual salary reimbursements. This access is provided for transparency; DOE will not approve individual salary actions (except as previously stated).

(B) The Contracting Officer’s approval of individual compensation actions will be required only for the top Contractor official (e.g., laboratory director/plant manager or equivalent) and Key Personnel as stated in (d) (3) (A) (vi) above.

The base salary reimbursement level for the top Contractor official establishes the maximum allowable base salary reimbursement under the contract. Unusual circumstances may require a deviation for an individual on a case-by-case basis. Any such deviations must be approved by the

(C) Severance Pay is not payable to an employee under this Contract if the employee:

(i) Voluntarily separates, resigns or retires from employment,

(ii) Is offered employment with a successor/replacement contractor,

(iii) Is offered employment with a parent or affiliated company, or

(iv) Is discharged for cause.

(D) Service Credit for purposes of determining severance pay does not include any period of prior service for which severance pay has been previously paid through a DOE cost-reimbursement contract or Task Order.

(e) Pension and Other Benefit Programs

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(1) No presumption of allowability will exist when the Contractor implements a new benefit plan that increases costs or is contrary to Departmental policy or written instruction or makes changes to existing benefit plans for employees until the Contracting Officer makes a determination of cost allowability for reimbursement for new or changed benefit plans. Changes shall be in accordance with and pursuant to the terms and conditions of the contract. Advance notification, rather than approval, is required for changes that do not increase costs and are not contrary to Departmental policy or written instruction. To the extent that the Contractor has not submitted a new benefit plan or changes to existing benefit plans for approval on the basis that it does not increase costs and such new plan or change to existing plan does in fact increase costs, any increase in costs may be considered unreasonable and will likely be determined unallowable.

(2) Cost reimbursement for Employee pension and other benefit programs sponsored by the Contractor will be based on the Contracting Officer’s approval of Contractor actions pursuant to an approved “Employee Benefits Value Study” and an “Employee Benefits Cost Survey Comparison” as described below.

(3) Unless otherwise stated, or as directed by the Contracting Officer, the Contractor shall submit the studies required in paragraphs (A) and (B) below. The studies shall be used by the Contractor in calculating the cost of benefits under existing benefit plans. An Employee Benefits Value (Ben-Val) Study Method using no less than 15 comparator organizations and an Employee Benefits Cost Survey Comparison method shall be used in this evaluation to establish an appropriate comparison method. In addition, the Contractor shall submit updated studies to the Contracting Officer for approval prior to the adoption of any change to a pension or other benefit plan which increases costs.

(A) The Ben-Val, every two years for each benefit tier (e.g., group of employees receiving a benefit package based on date of hire), which is an actuarial study of the relative value (RV) of the benefits programs offered by the Contractor to Employees measured against the RV of benefit programs offered by the Contracting Officer approved comparator companies. To the extent that the value studies do not address post retirement benefits other than pensions, the Contractor shall provide a separate cost and plan design data comparison for the post retirement benefits other than pensions using external benchmarks derived from nationally recognized and Contracting Officer approved survey sources and,

(B) An Employee Benefits Cost Study Comparison, annually for each benefit tier that analyzes the Contractor’s employee benefits cost for employees on a per capita basis per full time equivalent employee and as a percent of payroll and compares it with the cost reported by the U.S. Department of Labor’s Bureau of Labor Statistics or other Contracting Officer approved broad based national survey.

(4) When the net benefit value exceeds the comparator group by more than five percent, the Contractor shall submit a corrective action plan to the Contracting Officer for approval, unless waived in writing by the Contracting Officer.

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(5) When the average total benefit per capita cost or total benefit cost as a percent of payroll exceeds the comparator group by more than five percent, the Contractor shall submit an analysis of the specific plan costs that are above the per capita cost range or total benefit cost as a percent of payroll and a corrective action plan to achieve conformance with a Contracting Officer directed per capita cost range or total benefit cost as a percent of payroll, unless waived in writing by the Contracting Officer.

(6) Within two years of Contracting Officer approval of the Contractor's corrective action plan, the Contractor shall align employee benefit programs with the benefit value and per capita cost range or percent of payroll as approved by the

(7) The Contractor may not terminate any benefit plan during the term of the Contract without the prior approval of the Contracting Officer in writing.

(8) Cost reimbursement for post-retirement benefits other than pensions (PRBs) is contingent on DOE approved service eligibility requirements for PRB that shall be based on a minimum period of continuous employment service not less than 5 years under a DOE cost reimbursement contract(s) immediately prior to retirement. Unless required by Federal or State law, advance funding of PRBs is not allowable.

(9) Each Contractor sponsoring a defined benefit pension plan and/or postretirement benefit plan will participate in the plan management process which includes written responses to a questionnaire regarding plan management, providing forecasted estimates of future reimbursements in connection with the plan(s) and participating in a conference call to discuss the Contractor submission (see (g)(6) below for Pension Management Plan requirements).

(10) Each Contractor will respond to quarterly data calls issued through iBenefits, or its successor system.

(f) Establishment and Maintenance of Pension Plans for which DOE Reimburses Costs

(1) Employees working for the Contractor shall only accrue credit for service under this Contract after the date of Contract award.

(2) Any pension plan maintained by the Contractor for which DOE reimburses costs, shall be maintained as a separate pension plan distinct from any other pension plan that provides credit for service not performed under a DOE cost-reimbursement contract. When deemed appropriate by the Contracting Officer, Commingled Plans shall be converted to Separate Plans at the time of new contract award or the extension of a contract.

(g) Basic Requirements

The Contractor shall adhere to the requirements set forth below in the establishment and administration of pension plans that are reimbursed by DOE pursuant to cost

H-13 reimbursement contracts for management and operation of DOE facilities and pursuant to other cost reimbursement facilities contracts. Pension Plans include Defined Benefit and Defined Contribution plans.

(1) The Contractor shall become a sponsor of the SRR existing pension and other benefit plans (or comparable successor plans), including other SRR PRB plans, as applicable, with responsibility for management and administration of the plans.

The Contractor shall be responsible for maintaining the qualified status of those plans consistent with the requirements of ERISA and the Internal Revenue Code (IRC). The Contractor shall carry over the length of service credit and leave balances accrued as of the date of the Contractor’s assumption of Contract performance.

(2) Each Contractor defined benefit and defined contribution pension plan shall be subjected to a limited-scope audit annually that satisfies the requirements of ERISA section 103, except that every third year the Contractor must conduct a full-scope audit of defined benefit plan(s) satisfying ERISA section 103.

Alternatively, the Contractor may conduct a full-scope audit satisfying ERISA section 103 annually. In all cases, the Contractor must submit the audit results to the Contracting Officer. In years in which a limited scope audit is conducted, the Contractor must provide the Contracting Officer with a copy of the qualified trustee or custodian’s certification regarding the investment information that provides the basis for the plan sponsor to satisfy reporting requirements under ERISA section 104.

While there is no requirement to submit a full scope audit for defined contribution plans, contractors are responsible for maintaining adequate controls for ensuring that defined contribution plan assets are correctly recorded and allocated to plan participants.

(3) For existing Commingled Plans, the Contractor shall maintain and provide annual separate accounting of DOE liabilities and assets as for a Separate Plan.

(4) For existing Commingled Plans, the Contractor shall be liable for any shortfall in the plan assets caused by funding or events unrelated to DOE contracts.

(5) The Contractor shall comply with the requirements of ERISA if applicable to the pension plan and any other applicable laws.

(6) The Pension Management Plan (PMP) shall include a discussion of the Contractor’s plans for management and administration of all pension plans consistent with the terms of the Contract. The PMP shall be submitted in the iBenefits system, or its successor system no later than January 31st of each applicable year. A full description of the necessary reporting will be provided in the annual management plan data request. Within sixty (60) days after the date of the submission, appropriate Contractor representatives shall participate in a conference call to discuss the Contractor’s PMP submission and any other current plan issues or concerns.

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(h) Reimbursement of Contractors for Contributions to Defined Benefit (DB) Pension Plans

(1) Contractors that sponsor single employer or multiple employer defined benefit pension plans will be reimbursed for the annual required minimum contributions under the Employee Retirement Income Security Act (ERISA), as amended by the Pension Protection Act (PPA) of 2006 and any other subsequent amendments. Reimbursement above the annual minimum required contribution will require prior approval of the Contracting Officer. Minimum required contribution amounts will take into consideration all pre-funding balances and funding standard carryover balances. Early in the fiscal year but no later than the end of November, the Contractor requesting above the minimum may submit/update a business case for funding above the minimum if preliminary approval is needed prior to the Pension Management Plan process. The business case shall include a projection of the annual minimum required contribution and the proposed contribution above the minimum. The submission of the business case will provide the opportunity for the Department to provide preliminary approval, within 30 days after contractor submission, pending receipt of final estimates, generally after January 1st of the calendar year. Final approval of funding will be communicated by the Head of Contracting Activity (HCA) when discount rates are finalized and it is known whether there are any budget issues with the proposed contribution amount.

(i) Reporting Requirements for Designated Contracts

The following reports shall be submitted to DOE as soon as possible after the last day of the plan year by the Contractor responsible for each designated pension plan funded by DOE but no later than the dates specified below:

(1) Actuarial Valuation Reports. The annual actuarial valuation report for each DOE-reimbursed pension plan and when a pension plan is commingled, the Contractor shall submit separate reports for DOE’s portion and the plan total by the due date for filing IRS Form 5500.

(2) Forms 5500. Copies of IRS Forms 5500 with Schedules for each DOE-funded pension plan, no later than that submitted to the IRS.

(3) Forms 5300. Copies of all forms in the 5300 series submitted to the IRS that document the establishment, amendment, termination, spin-off, or merger of a plan submitted to the IRS.

(j) Changes to Pension Plans

At least sixty (60) days prior to the adoption of changes to a pension plan, the Contractor shall submit the information required below, to the Contracting Officer.

The Contracting Officer must approve plan changes that increase costs as part of a determination as to whether the costs are deemed allowable pursuant to FAR 31.205-6, as supplemented by DEAR 970.3102-05-6.

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(1) For proposed changes to pension plans and pension plan funding, the Contractor shall provide the following to the Contracting Officer:

(A) a copy of the current plan document (as conformed to show all prior plan amendments), with the proposed new amendment indicated in redline/strikeout,

(B) an analysis of the impact of any proposed changes on actuarial accrued liabilities and costs,

(C) except in circumstances where the Contracting Officer indicates that it is unnecessary, a legal explanation of the proposed changes from the counsel used by the plan for purposes of compliance with all legal requirements applicable to private sector defined benefit pension plans,

(D) the Summary Plan Description, and

(E) any such additional information as requested by the Contracting Officer.

(2) Contractors shall submit new benefit plans and changes to plan design or funding methodology with justification to the Contracting Officer for approval, as applicable (see (e)(1) above). The justification must:

(A) demonstrate the effect of the plan changes on the contract net benefit value or per capita benefit costs,

(B) provide the dollar estimate of savings or costs, and

(C) provide the basis of determining the estimated savings or cost.

(k) Terminating Operations

When operations at a designated DOE facility are terminated and no further work is to occur under the prime contract, the following apply:

(1) No further benefits for service shall accrue.

(2) The Contractor shall provide a determination statement in its settlement proposal, defining and identifying all liabilities and assets attributable to the DOE contract.

(3) The Contractor shall base its pension liabilities attributable to DOE contract work on the market value of annuities or lump sum payments or dispose of such liabilities through a competitive purchase of annuities or lump sum payouts.

(4) Assets shall be determined using the “accrual-basis market value” on the date of termination of operations.

(5) DOE and the Contractor(s) shall establish an effective date for spinoff or plan termination. On the same day as the Contractor notifies the IRS of the spinoff or

H-16 plan termination, all plan assets assigned to a spun-off or terminating plan shall be placed in a low-risk liability matching portfolio until the successor trustee, or an insurance company, is able to assume stewardship of those assets.

(l) Terminating Plans

(1) DOE Contractors shall not terminate any pension plan (Commingled or site specific) without requesting Departmental approval at least 60 days prior to the scheduled date of plan termination.

(2) To the extent possible, the Contractor shall satisfy plan liabilities to plan participants by the purchase of annuities through competitive bidding on the open annuity market or lump sum payouts. The Contractor shall apply the assumptions and procedures of the Pension Benefit Guaranty Corporation.

(3) Funds to be paid or transferred to any party as a result of settlements relating to pension plan termination or reassignment shall accrue interest from the effective date of termination or reassignment until the date of payment or transfer.

(4) If ERISA or IRC rules prevent a full transfer of excess DOE reimbursed assets from the terminated plan, the Contractor shall pay any deficiency directly to DOE according to a schedule of payments to be negotiated by the parties.

(5) On or before the same day as the Contractor notifies the IRS of the spinoff or plan termination, all plan assets assigned to a spun-off or terminating plan shall be placed in a low-risk liability matching portfolio until the successor trustee, or an insurance company, is able to assume stewardship of those assets.

(6) DOE liability to a Commingled pension plan shall not exceed that portion which corresponds to DOE contract service. The DOE shall have no other liability to the plan, to the plan sponsor, or to the plan participants.

(7) After all liabilities of the plan are satisfied, the Contractor shall return to DOE an amount equaling the asset reversion from the plan termination and any earnings which accrue on that amount because of a delay in the payment to DOE. Such amount and such earnings shall be subject to DOE audit. To effect the purposes of this paragraph, DOE and the Contractor may stipulate to a schedule of payments.

(m) Special Programs

Contractors must advise DOE and receive prior approval for each early-out program, window benefit, disability program, plan-loan feature, employee contribution refund, asset reversion, or incidental benefit.

(n) Definitions

(1) Commingled Plans. Cover employees from the Contractor's private operations and its DOE contract work.

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(2) Current Liability. The sum of all plan liabilities to employees and their beneficiaries. Current liability includes only benefits accrued to the date of valuation. This liability is commonly expressed as a present value.

(3) Defined Benefit Pension Plan. Provides a specific benefit at retirement that is determined pursuant to the formula in the pension plan document.

(4) Defined Contribution Pension Plan. Provides benefits to each participant based on the amount held in the participant’s account. Funds in the account may be comprised of employer contributions, employee contributions, investment returns on behalf of that plan participant and/or other amounts credited to the participant’s account.

(5) Designated Contract. For purposes of this clause, a contract (other than a prime cost reimbursement contract for management and operation of a DOE facility) for which the Head of the Departmental Contracting Activity determines that advance pension understandings are necessary or where there is a continuing Departmental obligation to the pension plan.

(6) Pension Fund. The portfolio of investments and cash provided by employer and employee contributions and investment returns. A pension fund exists to defray pension plan benefit outlays and (at the option of the plan sponsor) the administrative expenses of the plan.

(7) Separate Accounting. Account records established and maintained within a commingled plan for assets and liabilities attributable to DOE contract service.

NOTE: The assets so represented are not for the exclusive benefit of any one group of plan participants.

(8) Separate Plan. Must satisfy IRC Sec. 414(l) definition of a single plan, designate assets for the exclusive benefit of employees under DOE contract, exist under a separate plan document (having its own Department of Labor plan number) that is distinct from corporate plan documents and identify the Contractor as the plan sponsor.

(9) Spun-off Plan. A new plan which satisfies IRC Reg. 1.414(l)-1 requirements for a single plan and which is created by separating assets and liabilities from a larger original plan. The funding level of each individual participant’s benefits shall be no less than before the event, when calculated on a “plan termination basis.”

H.6 SPECIAL PROVISIONS APPLICABLE TO WORKFORCE TRANSITION AND

EMPLOYEE COMPENSATION: PAY AND BENEFITS

(a) Benefit Plans. The Contractor shall provide pension and other benefit plans, to

Incumbent Employees and all other employees hired by the Contractor and service credit for leave as set forth below:

(1) Incumbent Employees shall be provided pension and other benefits in accordance with applicable law and any applicable collective bargaining agreement(s). The Contractor shall sponsor and have responsibility for

H-18 maintaining the qualified status of the plans. No employee who qualifies under the Contractors equivalent defined benefit and defined contribution pension plans shall lose the right to participate in those plans as a result of this transition.

(2) Non-Incumbent Employees. New employees shall receive a benefits package that provides for market-based retirement and medical benefit plans that are competitive with the industry from which the Contractor recruits its employees and in accordance with this Contract, any applicable collective bargaining agreement(s), and applicable law, including Section 4(c) of the SCLS statute.

(3) Service Credit For Leave. For Incumbent Employees hired by the Contractor pursuant to Clause H.4, the Contractor shall carry over the length of service credit from the previous employer for purposes of determining rates of accruing leave for these employees as required by and consistent with any applicable collective bargaining agreement(s) and applicable law.

(4) Service Credit for Fringe Benefits Other Than Leave. Service credit for all individuals hired by the Contractor shall be applied consistent with any applicable collective bargaining agreement(s), applicable law, and the terms of the applicable benefit plan(s). Service credit for purposes of severance pay is subject to Clause H.5.

(b) Annual Actuarial Evaluations. Notwithstanding the above, the Contractor has responsibility for administering and maintaining the qualified status of all pension and other benefit plans that it sponsors under this Contract consistent with the plan documents. The Contractor shall submit to the Contracting Officer annual actuarial evaluations for all applicable benefit plans as well as certify that the benefit plans are in full compliance with IRC and ERISA requirements. Such certification shall demonstrate that the benefit plans are qualified under the IRC. This evaluation shall include but not be limited to written reports relating to how the benefit plans pass IRC discrimination, participation and coverage testing requirements. Each detailed annual written actuarial evaluation shall identify any conditions that may adversely affect the qualification status of the plans within eighteen months or less of the date of the evaluation, including but not limited to discrimination, participation and coverage testing requirements for the contractor and any of its subcontractors that are participating employers in the plans.

(1) Meeting Test Requirements. With the approval of the Contracting Officer, the

Contractor shall establish threshold factors that indicate when the Contractor’s Defined Benefit Pension Plan Pension may not meet testing requirements within the next two plan years. Every six months the Contractor shall identify when the Defined Benefit Pension Plan may not meet testing requirements for the current plan year and the following plan year.

(2) Failure to Meet Test Requirements. In the case that the approved threshold factors described above and other factors as approved or requested by the Contracting Officer indicate that the Defined Benefit Pension Plan may not meet testing…